Gannett Co Inc

NOTE 1 — Description of business and basis of presentation

Description of business

Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a diversified media company with expansive reach at

the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect

audiences as a sustainable, growth focused media and digital marketing solutions company. Through our trusted brands,

including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations,

including our network of local properties, in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary

operating in the United Kingdom (the "U.K."), we provide essential journalism, local content, and digital experiences to

audiences and businesses. We deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where

and when consumers want to engage. We prioritize a digital-first strategy, focusing on audience growth and engagement while

diversifying revenue streams. Our digital marketing solutions brand, LocaliQ, supports small and medium-sized businesses

("SMBs") with innovative digital marketing products and solutions. Our mission remains to inspire, inform, and connect

communities while driving sustainable growth for our customers, advertisers, partners, and shareholders.

The Company reports inthree segments: Domestic Gannett Media, Newsquest and Digital Marketing Solutions ("DMS").

We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment

and includes broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and

technology, as well as other general business costs. A full description of our reportable segments is included in Note 14 —

Segment reporting.

Basis of presentation

The Consolidated financial statements include all the assets, liabilities, revenues, expenses, and cash flows of entities which

Gannett controls due to ownership of a majority voting interest ("subsidiaries"). All significant intercompany accounts and

transactions have been eliminated in consolidation, and the Company consolidates entities that it controls due to ownership of a

majority voting interest.

Use of estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles ("U.S.

GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Consolidated financial

statements and footnotes thereto. Actual results could differ materially from those estimates.

Significant estimates inherent in the preparation of the Consolidated financial statements include pension and

postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of

property, plant, and equipment and the mark to market of the conversion feature associated with the convertible debt.

Reclassifications

Certain reclassifications have been made to the prior year Consolidated financial statements to conform to classifications

used in the current year. Beginning in the first quarter of 2024, the Company updated the presentation of its revenues to reflect

the disaggregation between Digital revenues and Print and commercial revenues. These reclassifications had no impact on net

income (loss), stockholders' equity or cash flows as previously reported.

NOTE 2 — Summary of significant accounting policies

Cash, cash equivalents and restricted cash and supplementary cash flow information

Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less.

Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters

of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions

for insurance plans.

The following table presents a reconciliation of cash, cash equivalents and restricted cash:

The following table presents supplementary cash flow information, including non-cash investing and financing activities:

Accounts receivable

Accounts receivable are stated at amounts due from customers, net of allowances, which reflect the Company's expected

credit losses based on historical experience as well as current and expected economic conditions.

Inventory

Inventory consists principally of newsprint, which is valued at the lower of cost or net realizable value. Cost is determined

using the first-in, first-out ("FIFO") method.

Property, plant, and equipment, software development costs and depreciation

Property, plant, and equipment are recorded at cost or at fair value for property, plant, and equipment related to acquired

businesses. Routine maintenance and repairs are expensed as incurred. Depreciation is calculated under the straight-line method

over the estimated useful lives. Leasehold improvements are amortized under the straight-line method over the shorter of the

lease term or estimated useful life of the asset.

We capitalize costs to develop software for internal use when it is determined the development efforts will result in new or

additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with ongoing

maintenance are expensed as incurred and included in Operating costsin the accompanying Consolidated statements of

operations and comprehensive income (loss).

Property, plant, and equipment and software development costs are evaluated for impairment in accordance with our policy

for amortizable intangible assets and other long-lived assets.

A breakout of property, plant, and equipment and software is presented below:

(a)Includes accumulated depreciation of capitalized software of approximately$105.5 million and$74.4 million for the years ended December 31, 2024 and

2023, respectively.

Depreciation expense was$68.2 million,$72.6 million, and$86.4 million for the years ended December 31, 2024,2023,

and 2022, respectively.

Goodwill, intangible and long-lived assets

Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible

assets, net of liabilities assumed. Indefinite-lived intangible assets consist of newspaper mastheads and finite-lived intangible

assets consist of advertiser, subscriber and other customer relationships, as well as trade names, and developed technology.

Newspaper mastheads are not amortized because it has been determined that the useful lives of such mastheads are indefinite.

Intangible assets that have finite useful lives are amortized over those useful lives.

Goodwill is tested for impairment annually as of November 30 each year and between annual tests if events occur or

circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We

perform our impairment analysis on each of our reporting units. We evaluate our reporting units annually, as well as when

changes in our operating structure occur. The Company has the option to qualitatively assess whether it is more likely than not

that the fair value of a reporting unit is less than its carrying value. If the Company elects to perform a qualitative assessment

and concludes it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying value, no

further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In the

quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of the

reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an

orderly transaction between market participants at the measurement date. The Company generally determines the fair value of a

reporting unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value

include inputs that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a

specific point in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value.

Significant assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected

operating cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting

unit exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its

implied fair value.

Indefinite-lived intangible assets, which are newspaper mastheads, are tested for impairment annually or more frequently if

events or changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the

fair value of each group of mastheads with their carrying amount. We use a relief from royalty approach which utilizes a

discounted cash flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future

operating results in determining the reporting unit fair values are consistently applied in determining the fair value of

mastheads.

The Company assesses the recoverability of its long-lived assets, including property, plant, and equipment and finite-lived

intangible assets, whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. The

evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The

assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash

flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment

existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected

undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of

such asset group exceeds its fair value.

Allthree of our reporting units have goodwill balances. We conducted our goodwill and indefinite-lived intangible asset

impairment testing in the fourth quarter of 2024 and didnot identify any impairment. In addition, we hadno impairments of

goodwill and indefinite-lived intangible assets in 2023 and 2022.

See Note 6 — Goodwill and intangible assets for further discussion of Goodwill and intangible assets.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for

the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and

liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

income in the period that includes the enactment date. The Company establishes a valuation allowance if it is more likely than

not that all or a portion of a deferred tax asset will not be realized. See Note 11 — Income taxes for further discussion.

We also evaluate any uncertain tax positions and recognize a liability for the tax benefit associated with an uncertain tax

position if it is more likely than not that the tax position will not be sustained on examination by the taxing authorities upon

consideration of the technical merits of the position. The tax benefits recognized in the financial statements from such positions

are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We

record a liability for uncertain tax positions taken or expected to be taken in a tax return. Any change in judgment related to the

expected ultimate resolution of uncertain tax positions is recognized in earnings in the period in which such change occurs.

Fair value of financial instruments

The carrying value of the Company's cash equivalents, accounts receivable, accounts payable, and accrued liabilities

approximate fair value due to the short maturity of these instruments. A discussion of the fair value level of the Company's debt

and embedded conversion option is disclosed in Note 8 — Debt. For further details surrounding our policies on fair value

measurement, including the fair values of our pension plan assets, refer to Note 10 — Fair value measurement.

Deferred financing costs

Deferred financing costs consist of costs incurred in connection with debt financings and are recorded as a contra-liability

in Long-term debt on the Consolidated balance sheets. Such costs are amortized using the effective interest method over the

estimated remaining term of the debt. This amortization represents a component of Interest expense. A proportionate amount of

deferred financing costs is written-off upon early prepayment of debt as a component of Loss (gain) on early extinguishment of

debt on the Consolidated statements of operations and comprehensive income (loss).

Revenue recognition

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that

reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our contracts with

customers sometimes include promises to transfer multiple products and services to a customer. Revenue from sales agreements

that contain multiple performance obligations are allocated to each obligation based on the relative standalone selling price. We

determine standalone selling prices based on observable prices charged to customers.

Digital

Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated

through multiple services, including search advertising, display advertising, search optimization, social media, website

development, web presence products, customer relationship management, and software-as-a-service solutions, classified

advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our

publications, as well as digital content syndication, affiliate and content partnerships, and licensing revenues.

Digital advertising and marketing revenues are generated primarily by online marketing products provided by our DMS

segment. The Company enters into agreements for products in which our clients typically pay in advance and on a monthly

basis. These prepayments include all charges for the included technology and any media services, management, third-party

content, and other costs and fees, all of which are accounted for as a single performance obligation. Revenue is then recognized

as we purchase and deliver media on behalf of the customer and perform other marketing-related services.

Digital subscription revenues are derived from digital subscriptions. Digital subscription revenues are generally billed to

customers at the beginning of the subscription period and are typically recognized over the subscription period as the

performance obligations are delivered. The term of customer subscriptions normally ranges fromone totwelve months.

Digital other revenues are derived mainly from digital syndication, affiliate, production and licensing revenues and are

recognized when the related services are performed.

Print and commercial

Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the

sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements,

and revenues from our events business.

The Company generates Print advertising revenues primarily by delivering advertising in its national publication, USA

TODAY, and in its local publications including newspapers. Advertising revenues are categorized as local retail, local

classified, online, and national. Print advertising revenue is recognized upon publication of the advertisement.

Print circulation revenues are derived from print subscriptions as well as single copy sales at retail stores, vending racks

and boxes. Print circulation revenues from subscribers are generally billed to customers at the beginning of the subscription

period and are typically recognized over the subscription period as the performance obligations are delivered. The term of

customer subscriptions normally ranges fromone totwelve months. Print circulation revenues from single-copy income are

recognized based on the date of publication.

The Company provides commercial printing services to third parties as a means to generate incremental revenue and utilize

excess printing capacity. Customers consist primarily of other publishers that do not have their own printing presses and do not

compete with other Gannett publications. The Company also prints other commercial materials, including flyers, business cards

and invitations. Revenue is generally recognized upon delivery. In addition, the Company generates revenues from its events

and promotions business. Revenues are generated primarily through ticket sales, endurance events and race management

services. Revenue is generally recognized when the event occurs.

Principal versus agent considerations

We evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net

basis) by performing analyses regarding whether we control the provision of specified goods or services before they are

transferred to our customers. We report revenues gross when we control advertising inventory before it is transferred to the

customer. Our control is evidenced by us being primarily responsible or sharing responsibility for the fulfillment of services and

maintaining control over transaction pricing.

Practical expedients and exemptions

The Company generally expenses sales commissions or other costs to obtain contracts when incurred because the

amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses.

The Company does not disclose unsatisfied performance obligations for (i) contracts with an original expected length of

one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right

to invoice for services performed.

Deferred revenues

The Company records deferred revenues when cash payments are received in advance of the Company's performance

obligation. The Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service

provided, which represents future delivery of publications (the performance obligation) to subscription customers. The

Company expects to recognize the revenue related to unsatisfied performance obligations over the nextone totwelve months in

accordance with the terms of the subscriptions.

The Company's payment terms vary by the type and location of the customer and the products or services offered. The

period between invoicing and when payment is due is not significant. For certain products or services and customer types, the

Company requires payment before the products or services are delivered to the customer. The majority of our subscription

customers are billed and pay on monthly terms.

Advertising costs

Advertising costs are expensed in the period incurred. The Company incurred total advertising expenses for the years

ended December 31, 2024,2023, and 2022 of$45.7 million,$41.9 million, and$56.8 million, respectively.

Pension and postretirement liabilities

Pension and other postretirement benefit costs under our defined benefit retirement plans are actuarially determined. For

plans with frozen benefits, we recognize the cost of postretirement benefits such as pension, medical, and life insurance benefits

on an accrual basis over the average life expectancy of employees expected to receive such benefits. For active plans, costs are

recognized over the estimated average future service period. We also recognize liabilities associated with the withdrawal from

multiemployer pension plans. See Note 9 — Pensions and other postretirement benefit plans for further details.

Share-based compensation

Share-based payments to employees and members of the Board of Directors (i.e., grants of stock options and restricted

stock) are recognized in the Consolidated financial statements over the service period (generally the vesting period) based on

fair values measured on grant dates, less forfeitures. The Company accounts for forfeitures as they occur.

Self-insurance liability accruals

The Company maintains self-insured medical and workers' compensation programs. The Company purchases stop loss

coverage from third parties, which limits our exposure to large claims. The Company records a liability for healthcare and

workers' compensation costs during the period in which they occur, including an estimate of incurred but not reported claims.

Concentration of risk

Cash and cash equivalents are maintained with multiple financial institutions. The Company has deposits held with banks

that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and

are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Due to the distributed nature of our operations, we are not subject to significant concentrations of risk relating to

customers, products, or geographic locations. Our foreign revenues, principally from businesses in the U.K. at our Newsquest

segment and international operations at our DMS segment, were$239.3 million and$40.6 million, respectively, for theyear

ended December 31, 2024. As of December 31, 2024, our long-lived assets in foreign countries were$182.7 million at our

Newsquest segment and$5.5 million for our international operations at our DMS segment.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease assets, Other

current liabilities, and Long-term operating lease liabilities on our Consolidated balance sheets. Operating lease right-of-use

("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments

over the lease term at commencement date. The rates implicit within the Company's leases are generally not determinable;

therefore, the Company uses judgment to determine the incremental borrowing rate used to calculate the present value of lease

payments. The incremental borrowing rate is determined using our credit rating and information available related to similar

terms and payments as of the commencement date. ROU assets are assessed for impairment in accordance with the Company's

accounting policy for long-lived assets.

Our lease terms include options to extend or terminate. The period which is subject to an option to extend the lease is

included in the lease term if it is reasonably certain that the option will be exercised. The period which is subject to an option to

terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease expense for minimum lease

payments is recognized on a straight-line basis over the lease term.

For all material classes of leased assets, we do not separate lease components from non-lease components, and account for

both components as a single lease component. For certain equipment leases, we apply a portfolio approach to account for the

operating lease ROU assets and liabilities.

Accounts payable and accrued liabilities

A breakout of Accounts payable and accrued liabilities is presented below:

Loss contingencies

We are subject to various legal proceedings, claims, and regulatory matters, the outcomes of which are subject to

significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether

the risk of loss is remote, reasonably possible, or probable and whether it can be reasonably estimated. We accrue for loss

contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible,

we will disclose the potential range of the loss if material and estimable. Legal costs expected to be incurred in connection with

loss contingencies are expensed as incurred.

Foreign currency translation

The statements of income of foreign operations have been translated to U.S. dollars using the average currency exchange

rates in effect during the relevant period. The balance sheets have been translated using the currency exchange rates as of the

end of the accounting period. The impact of currency exchange rate changes on the translation of the balance sheets are

included in Comprehensive income (loss) in the Consolidated statements of operations and comprehensive income (loss) and

are classified as Accumulated other comprehensive loss in the Consolidated balance sheets and Consolidated statements of

equity.

Recent accounting pronouncements adopted

Reportable segment disclosures

In November 2023, the Financial Accounting Standards Board (the "FASB") issued guidance, Accounting Standards

Update ("ASU") 2023-07, which improves reportable segment disclosure requirements primarily through enhanced disclosures

about significant segment expenses. ASU 2023-07 requires the amendments to be applied retrospectively and is effective for

annual reporting periods beginning with the year ended December 31, 2024 and for interim periods beginning with the quarter

ending March 31, 2025. The Company's adoption of this guidance did not have an impact on the Consolidated financial

statements. Refer to "Note 14 – Segments", which reflects updated disclosures to include segment expenses regularly provided

to the Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer.

Recent accounting pronouncements not yet adopted

Induced conversions of convertible debt instruments

In November 2024, the FASB issued guidance, ASU 2024-04, which clarifies the assessment of whether certain

settlements of convertible debt instruments should be accounted for as an inducement conversion. The new guidance is

effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The

Company is currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated financial

statements.

Disaggregation of income statement expenses

In November 2024, the FASB issued guidance, ASU 2024-03, which requires disaggregated disclosures of certain

categories of expenses that are included in expense line items on the face of the income statement. The disclosures are required

on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and

interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of the

updated guidance and assessing the impact on the Consolidated financial statements.

Income tax disclosures

In November 2023, the FASB issued guidance, ASU 2023-09, which enhances annual income tax disclosures. ASU

2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on

income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. The Company is

currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated financial statements.

NOTE 3 — Revenues

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that

reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company's Consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by

revenue type. Sales taxes and other usage-based taxes are excluded from revenues.

The following tables present our revenues disaggregated by segment and revenue type:

(a)Forthe year ended December 31, 2024, included$141.8 million of Commercial printing and delivery revenues at the Domestic Gannett Media segment and

$10.2 million of Commercial printing revenues at the Newsquest segment.

(a)Forthe year ended December 31, 2023, included$178.1 million of Commercial printing and delivery revenues at the Domestic Gannett Media segment and

$8.0 million of Commercial printing revenues at the Newsquest segment.

(a)Forthe year ended December 31, 2022, included$204.8 million of Commercial printing and delivery revenues at the Domestic Gannett Media segment and

$7.0 million of Commercial printing revenues at the Newsquest segment.

Revenues generated from international operations comprised 11.2%,10.3%, and 9.3% of total revenues for the years ended

December 31, 2024,2023, and 2022, respectively.

The following table presents the change in the deferred revenues balances for the years ended December 31,:

NOTE 4 — Leases

We lease certain real estate, vehicles, and equipment. Our leases have remaining lease terms ofone to 12 years, some of

which may include options to extend the leases, and some of which may include options to terminate the leases. The exercise of

lease renewal options is at our sole discretion. The depreciable lives of assets and leasehold improvements are limited by the

expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise.

The components of lease expense are as follows:

(a)Includes sublease income of$8.3 million,$9.1 million, and$7.7 million for the years ended December 31, 2024,2023, and 2022, respectively.

(b)Excludes expenses relating to leases with a lease term of one month or less.

In 2023, the Company soldtwo properties in Michigan and Arizona for a total of$60.5 million, which resulted in a net gain

of$39.3 million. Contemporaneously with the closing of the sales, the Company entered into leases pursuant to which we

leased back the properties for cumulative annual rent of$39.9 million, subject to annual escalations. The leases are accounted

for as operating leases.

Supplemental information related to leases are as follows:

Future minimum lease payments under non-cancellable leases are as follows:

As of December 31, 2024, we have entered into leases that have not yet commenced with future lease payments of$0.9

million, which are not yet recorded on the Consolidated balance sheet.

NOTE 5 — Accounts receivable, net

The Company performs its evaluation of the collectability of trade receivables based on customer category. For example,

trade receivables from individual subscribers to our publications are evaluated separately from trade receivables related to

advertising customers. For advertising trade receivables, the Company applies a "black motor formula" methodology as the

baseline to calculate the allowance for credit losses. The reserve percentage is calculated as a ratio of total net bad debts (less

write-offs and recoveries) for the prior three-year period to total outstanding trade accounts receivable for the same three-year

period. The calculated reserve percentage by customer category is applied to the consolidated gross advertising receivable

balance, irrespective of aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature

of the underlying trade receivables. Due to the short-term nature of our circulation receivables, the Company reserves all

receivables aged over 90 days.

The following table presents changes in the allowance for credit losses:

The calculation of the allowance considers current economic, industry and customer-specific conditions relative to their

respective operating environments in the incremental allowances recorded related to high-risk accounts, bankruptcies,

receivables in repayment plan and other aging specific reserves. As a result of this analysis, the Company adjusts specific

reserves and the amount of allowable credit as appropriate. The collectability of trade receivables related to advertising,

marketing services and other customers depends on a variety of factors, including trends in local, regional, or national economic

conditions that affect our customers' ability to pay. The advertisers in our newspapers and other publications and related

websites are primarily retail businesses that can be significantly affected by regional or national economic downturns and other

developments that may impact our ability to collect on the related receivables. Similarly, while circulation revenues related to

individual subscribers are primarily prepaid, changes in economic conditions may also affect our ability to collect on amounts

owed from single copy circulation customers.

For the years ended December 31, 2024 and 2023, the Company recorded bad debt expense of$5.2 million and$12.3

million, respectively, which is included in Selling, general and administrative expenses on the Consolidated statements of

operations and comprehensive income (loss). The decrease in bad debt expense for the year ended December 31, 2024, was

primarily due to stronger collections as well as the reversal of special reserves no longer needed in 2024.

NOTE 6 — Goodwill and intangible assets

Goodwill and intangible assets consisted of the following:

As of December 31, 2024, the weighted average amortization periods for amortizable intangible assets were 11.1 years for

advertiser relationships,10.0 years for other customer relationships,10.3 years for subscriber relationships, and 3.9 years for

other intangible assets. The weighted average amortization period in total for all amortizable intangible assets is 10.2 years.

For the years ended December 31, 2024,2023, and 2022, amortization expense was$88.1 million,$90.0 million, and$95.6

million, respectively.

As of December 31, 2024, the estimated future amortization expense for each of the five fiscal years was as follows:2025 -

$80.7 million;2026 -$62.2 million;2027 -$60.9 million;2028 -$26.0 million; and 2029 and thereafter -$33.8 million.

Changes in the carrying amount of Goodwill by segment are as follows:

As of both December 31, 2024 and 2023, the carrying amount of goodwill reflected accumulated impairment losses of

$340.8 million,$70.5 million and$44.1 million related to impairments at the Domestic Gannett Media, Newsquest and DMS

segments, respectively.

Annual impairment assessment

The Company performed its goodwill and indefinite-lived intangible impairment assessment in the fourth quarter of 2024

with the assistance of third-party valuation specialists. Determining fair value requires the exercise of significant judgments,

including judgments about appropriate discount rates, long-term growth rates, company earnings multiples and relevant

comparable transactions, as applicable, and the amount and timing of expected future cash flows. The cash flows employed in

the analysis are based on the Company's internal forecasts, which considered the current and expected future economic and

market conditions for each reporting unit. The long-term growth rates are dependent on various factors and could be adversely

impacted by a sustained decrease in overall market growth rates, the competitive environment, relative currency exchange rates

and a sustained increase in inflation, all of which the Company considered in determining the long-term growth rates used in

the 2024 analysis, which ranged from 0% to 3.0%. The discount rates for each reporting unit are determined based on the

inherent risks of each reporting unit's underlying operations and may be impacted by adverse changes in the macroeconomic

environment and volatility in the equity and debt markets. The Company considered these factors in determining the discount

rates used in the 2024 analysis, which ranged from 13.5% to 20.0%.

For goodwill, the Company determined the fair value of each reporting unit using a combination of a discounted cash flow

analysis and a market-based approach. During the fourth quarter of 2024, the Company compared the fair value of each

reporting unit to its carrying amount, which resulted in the fair value of all the reporting units being in excess of their carrying

values.

For mastheads, the Company applied a "relief from royalty" approach, a discounted cash flow model, reflecting current

assumptions, to determine the fair value of indefinite-lived intangible assets. During the fourth quarter of 2024, the Company

compared the fair value of each indefinite-lived intangible asset to its carrying amount, which resulted in the fair value of each

indefinite-lived intangible asset being in excess of its carrying value.

In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has

occurred under ASC 360, "Property, Plant and Equipment ("ASC 360"), which would require interim impairment testing. As of

December 31, 2024, the Company performed a review of potential indicators for its long-lived asset groups under ASC 360 and

it was determined thatno indicators of impairment were present.

During 2023 and 2022, there wereno impairments of goodwill and indefinite-lived intangible assets.

While the Company believes its judgments represent reasonably possible outcomes based on available facts and

circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public

company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a

reporting unit. The Company continually evaluates whether current factors or indicators, such as prevailing conditions in the

business environment, capital markets or the economy generally, and actual or projected operating results, require the

performance of an interim impairment assessment of goodwill, as well as other long-lived assets. For example, any significant

shortfall, now or in the future, in advertising revenues or subscribers and/or consumer acceptance of our products could lead to

a downward revision in the fair value of certain reporting units.

NOTE 7 — Integration and reorganization costs and asset impairments

Integration and reorganization costs

Integration and reorganization costs include severance costs as well as other reorganization-related costs associated with

individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and

improve operations. These initiatives impact all the Company's operations and can be influenced by the terms of union

contracts. Costs related to these programs, which primarily include severance and other reorganization-related costs, are

accrued when probable and reasonably estimable or at the time of program announcement.

Severance-related expenses

The Company recorded severance-related expenses by segment as follows:

A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the

Consolidated balance sheets for the years ended December 31, 2024 and 2023 is as follows:

Other reorganization-related costs

Other reorganization-related costs represent individual restructuring programs, designed primarily to right-size the

Company's employee base, consolidate facilities and improve operations. The Company recorded Other reorganization-related

costs by segment as follows:

(a)For theyear ended December 31, 2024, Other restructuring-related costs at the Domestic Gannett Media segment primarily reflected$25.9 million related to

withdrawal liabilities which were expensed as a result of ceasing contributions to multiemployer pension plans and$9.7 million expensed as of the cease-use

date related to certain licensed content. For theyear ended December 31, 2023, Other restructuring-related costs at the Domestic Gannett Media segment

reflected the reversal of$6.4 million of withdrawal liabilities related to multiemployer pension plans based on settlement of the withdrawal liability. For the

year ended December 31, 2022, Other restructuring-related costs at the Domestic Gannett Media segment reflected a withdrawal liability of$8.6 million

which was expensed as a result of ceasing contributions to a multiemployer pension plan, as well as facilities consolidation expenses associated with exiting

a lease.

(b)For theyear ended December 31, 2024, Other restructuring-related costs at the Newsquest segment primarily reflected the reversal of a withdrawal liability

of$1.4 million related to a pension plan based on settlement of the withdrawal liability.

Asset impairments

Corporate office relocation

On March 1, 2024, we exited and ceased use of our leased facility in McLean, Virginia and moved our corporate

headquarters to our existing office space in New York. We will continue to seek subleases for the leased facility in McLean. As

a result of the headquarters relocation, we recorded an impairment charge of approximately$46.0 million during the year ended

December 31, 2024 related to the McLean operating lease right-of-use asset and the associated leasehold improvements. The

fair value was measured using a discounted cash flow model based on market rents projected over the remaining lease term,

which goes through October 2030.

NOTE 8 — Debt

The Company's debt as of December 31, 2024 and 2023 consisted of the financing arrangements described below.

Term Loans

2029 Term Loan Facility

On October 15, 2024 (the "Closing Date"), the Company entered into an Amendment and Restatement Agreement (the

"Amendment and Restatement Agreement") among the Company, as a guarantor, Gannett Holdings LLC ("Gannett Holdings"),

a wholly owned subsidiary of the Company, as the borrower (in such capacity, the "Borrower"), certain subsidiaries of the

Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for

the lenders, and Apollo Administrative Agency LLC, as the successor collateral agent and administrative agent for the lenders,

which amended and restated the Company's existing First Lien Credit Agreement dated as of October 15, 2021 (as amended,

supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"; the Existing

Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended Credit

Agreement") by and among the Company, as guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors and

Citibank, N.A., as administrative agent and collateral agent. The Amended Credit Agreement provides for a new$900.0 million

five-year first lien term loan facility (the "2029 Term Loan Facility"), which refinanced and replaced the Company's existing

Senior Secured Term Loan (defined below). The 2029 Term Loan Facility is comprised of an initial term loan facility of$850.4

million, funded on the Closing Date (the "2029 Initial Draw Facility"), and a delayed draw term loan facility of$49.6 million

(the "2029 Delayed Draw Facility"), which has been made available to the Borrower at its discretion from the Closing Date and

for a period ofsix months thereafter, subject to certain terms and conditions. As of December 31, 2024, no amounts have been

drawn under the 2029 Delayed Draw Facility. As of the Closing Date, the lenders under the Amended Credit Agreement

consisted primarily of funds, accounts or other clients managed by Apollo Capital Management, L.P. or its affiliates (the

"Apollo Funds"), with$40.4 million of loans being provided by investors that elected the Loan Option Consideration in the

2026 Senior Notes Exchange Offer (as defined below). Pursuant to the Amended Credit Agreement, Apollo Administrative

Agency LLC was appointed as the successor administrative agent and the successor collateral agent to Citibank, N.A.

The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (i) an alternate base

rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (ii) Adjusted Term SOFR

(which shall be no less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on

October 15, 2029 and will be freely prepayable without penalty.

The 2029 Term Loan Facility is amortized at a rate of$17.0 million per quarter, with such rate to be adjusted upon the

borrowing of any delayed-draw term loans to the extent necessary to cause such delayed-draw term loans to be fungible with

the initial term loans under the 2029 Term Loan Facility. In addition, we are required to repay the 2029 Term Loan Facility

from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the

proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount of

cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of$100.0 million as of the last day

of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024).

Proceeds from the 2029 Initial Draw Facility, funded on the Closing Date, were used on the Closing Date to prepay in full

the Senior Secured Term Loan (as defined below), to repurchase the 2026 Senior Notes (as defined below) that were tendered

by the holders thereof in the 2026 Senior Notes Exchange Offer and to repurchase the 2027 Notes (as defined below) that were

exchanged by the holders thereof on the Closing Date pursuant to the Convertible Notes Exchange (as defined below).

The proceeds of the 2029 Delayed Draw Facility may be used to repurchase, redeem, defease or otherwise discharge

outstanding 2027 Notes not exchanged in the Convertible Notes Exchange.

As of December 31, 2024, the 2029 Term Loan Facility was recorded at carrying value, which approximated fair value, in

the Consolidated balance sheet and was classified as Level 2. As of December 31, 2024, the Company was in compliance with

all of the covenants and obligations under the 2029 Term Loan Facility.

Senior Secured Term Loan

On October 15, 2021, Gannett Holdings entered into the Senior Secured Term Loan in an original aggregate principal

amount of$516.0 million (the "Senior Secured Term Loan") with Citibank N.A., as collateral agent and administrative agent

for the lenders. On January 31, 2022, Gannett Holdings entered into an amendment (the "Term Loan Amendment") to the

Senior Secured Term Loan to provide for new incremental senior secured term loans (the "Incremental Term Loans") in an

aggregate principal amount of$50 million. The Incremental Term Loans had substantially identical terms as the Senior Secured

Term Loan and were treated as a single tranche with the Senior Secured Term Loan. The Term Loan Amendment also amended

the Senior Secured Term Loan to transition the interest rate base from the London Interbank Offered Rate ("LIBOR") to the

Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"). During 2022, Gannett Holdings entered intotwo

separate amendments to the Senior Secured Term Loan to provide for incremental senior secured term loans totaling an

aggregate principal amount of$30.0 million (collectively, the "Exchanged Term Loans"). The Exchanged Term Loans had

substantially identical terms as the Senior Secured Term Loan and Incremental Term Loans and were treated as a single tranche

with the Senior Secured Term Loan and the Incremental Term Loans. As noted above, in October 2024, the 2029 Term Loan

Facility refinanced and replaced the Senior Secured Term Loan.

The Senior Secured Term Loan bore interest at a per annum rate equal to the Adjusted Term SOFR (which shall not be less

than 0.50% per annum) plus a margin equal to 5.00% or an alternate base rate (which shall not be less than 1.50% per annum)

plus a margin equal to 4.00%. Loans under the Senior Secured Term Loan were able to be prepaid, at the option of Gannett

Holdings, at any time without premium. In addition, we were required to repay the Senior Secured Term Loan from time to

time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of

indebtedness not permitted under the Senior Secured Term Loan, and (iii) the aggregate amount of cash and cash equivalents on

hand at the Company and its restricted subsidiaries in excess of$100 million at the end of each fiscal year of the Company.

Subsequent to the amendment effective as of April 8, 2022, the Senior Secured Term Loan was amortized at$15.1 million per

quarter (or, if the ratio of debt secured on an equal basis with the Senior Secured Term Loan less unrestricted cash of the

Company and its restricted subsidiaries to Consolidated EBITDA (as such terms were defined in the Senior Secured Term

Loan)(such ratio, the "First Lien Net Leverage Ratio"), for the most recently ended period of four consecutive fiscal quarters

was equal to or less than 1.20 to 1.00,$7.6 million per quarter). All obligations under the Senior Secured Term Loan were

secured by all or substantially all of the assets of the Company and the wholly-owned domestic subsidiaries of the Company

(the "Senior Secured Term Loan Guarantors"). The obligations of Gannett Holdings under the Senior Secured Term Loan were

guaranteed on a senior secured basis by the Company and the Senior Secured Term Loan Guarantors.

During the year ended December 31, 2024, the Company received a waiver from certain lenders of the Senior Secured Term

Loan that reduced the scheduled quarterly amortization payments payable to those lenders by$12.0 million for theyear ended

December 31, 2024, and which was the amount used by the Company to repurchase a portion of its 2026 Senior Notes (defined

below) in March 2024.

As of December 31, 2023, the Senior Secured Term Loan was recorded at carrying value, which approximated fair value, in

the Consolidated balance sheet and was classified as Level 2.

Term Loan Summary

The 2029 Term Loan Facility contains and the Senior Secured Term Loan (collectively with the 2029 Term Loan Facility,

the "Term Loans") contained usual and customary covenants for credit facilities of this type, including a requirement to have

minimum unrestricted cash of$30 million as of the last day of each fiscal quarter, and restricts, among other things, our ability

to incur debt, grant liens, sell assets, make investments and pay dividends, in each case with customary exceptions, including an

exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount of up to$25 million per

fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to 1.00 but greater than

1.50 to 1.00, (ii) an amount of up to$50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is

equal to or less than 1.50 to 1.00 but greater than 1.00 to 1.00, and (iii) an unlimited amount if the First Lien Net Leverage

Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00.

There were certain lenders that participated in the 2029 Term Loan Facility, whose balances in the Senior Secured Term

Loan and the 2026 Senior Notes were deemed to be modified. As a result, the Company continues to defer, over the term of the

2029 Term Loan Facility, the original issue discount and deferred financing fees from the Senior Secured Term Loan of$1.3

million and$0.3 million, respectively, and original issue discount and deferred financing fees from the 2026 Senior Notes of

$0.9 million and$0.7 million, respectively, related to those lenders.

Original issue discount of$10.6 million was allocated to both the new lenders in the 2029 Term Loan Facility as well as

those lenders whose balances in the Senior Secured Term Loan and the 2026 Senior Notes were deemed to be modified on a

pro-rata basis. Additionally, deferred financing fees of$7.1 million were allocated to the new lenders in the 2029 Term Loan

Facility, as well as those lenders whose balances in the Senior Secured Term Loan and the 2026 Senior Notes were deemed to

be extinguished. Such amounts were capitalized and are being amortized over the term of the 2029 Term Loan Facility using

the effective interest method.

For the year ended December 31, 2024, original issue discount of$2.2 million related to the 2029 Term Loan Facility was

allocated to the lenders whose balances in the Senior Secured Term Loan and the 2026 Senior Notes were deemed to be

extinguished and third-party fees of$5.0 million related to the 2029 Term Loan Facility were allocated to the lenders whose

balances in the Senior Secured Term Loan and the 2026 Senior Notes were deemed to be modified. Such amounts were

expensed and recorded in Other operating expenses in the Consolidated statements of operations and comprehensive income

(loss).

In connection with the Term Loans, during the years ended December 31, 2024 and 2023, the Company recognized interest

expense of$45.0 million and$40.0 million, respectively, and paid cash interest of$42.5 million and$40.0 million,

respectively. For the years ended December 31, 2024 and 2023, the Company recognized amortization of original issue

discount of$2.3 million and$2.8 million, respectively, and amortization of deferred financing costs of$0.7 million and$0.6

million, respectively. Additionally, during the years ended December 31, 2024 and 2023, the Company recognized a loss on

early extinguishment of debt of$2.5 million and$1.1 million, respectively, related to the write-off of original issue discount

and deferred financing costs as a result of early prepayments on the Term Loans.

For theyear ended December 31, 2024, the Company prepaid$350.4 million, including quarterly amortization payments, on

the Senior Secured Term Loan, and prepaid$0.5 million on the 2029 Term Loan Facility, which were classified as financing

activities in the Consolidated statements of cash flows. As of December 31, 2024, the effective interest rate for the 2029 Term

Loan Facility was 10.1%.

2026 Senior Notes

On October 15, 2021, Gannett Holdings completed a private offering of$400 million aggregate principal amount of 6.00%

first lien notes due November 1, 2026 (the "2026 Senior Notes"). The 2026 Senior Notes were issued pursuant to an indenture,

dated October 15, 2021 (the "2026 Senior Notes Indenture") among Gannett Holdings, the Company, the guarantors from time

to time party thereto (the "2026 Senior Notes Guarantors"), U.S. Bank National Association, as trustee, and U.S. Bank National

Association, as collateral agent, registrar, paying agent and authenticating agent.

In March 2024, the Company entered into a privately negotiated agreement with certain holders of our 2026 Senior Notes,

pursuant to which the Company repurchased$13.0 million of principal of our outstanding 2026 Senior Notes at a discount to

par value. In connection with the repurchase of our 2026 Senior Notes in March 2024, the Company received the 2024 Waiver

from certain lenders of the Senior Secured Term Loan, which was used to reduce the scheduled quarterly amortization

payments payable to those lenders by approximately$12.0 million.

On October 15, 2024, the Company and Gannett Holdings completed an offer to exchange (the "2026 Senior Notes

Exchange Offer") any and all outstanding 2026 Senior Notes for, at the election of each holder of 2026 Senior Notes, either (a)

(i) term loans under the 2029 Term Loan Facility and (ii) an upfront fee equal to 1.5% of such term loans (together with the

term loans, the "Loan Option Consideration"); or (b) cash (the "Cash Option Consideration").

Pursuant to the 2026 Senior Notes Exchange Offer,$274.7 million in aggregate principal amount of the 2026 Senior Notes

were tendered and accepted for exchange and subsequently canceled. 2026 Senior Notes in an aggregate principal amount of

$40.4 million were exchanged for the Loan Option Consideration and 2026 Senior Notes in an aggregate principal amount of

$234.3 million were exchanged for the Cash Option Consideration. Pursuant to the 2026 Senior Notes Exchange Offer, the

Company paid aggregate cash consideration of$234.9 million (including the Cash Option Consideration and the upfront fee

included in the Loan Option Consideration).

On December 4, 2024, Gannett Holdings redeemed the remaining$3.9 million in aggregate principal amount of the 2026

Senior Notes outstanding (the "2026 Senior Notes Redemption") using the proceeds of non-ordinary course asset sales and cash

on hand.

During the year ended December 31, 2024, as a result of the March 2024 privately negotiated agreement with certain

holders of our 2026 Senior Notes, the 2026 Senior Notes Exchange Offer and the 2026 Senior Notes Redemption, the Company

recognized a loss on the early extinguishment of debt of$5.1 million, which included the write-off of original issue discount

and unamortized deferred financing costs. In addition, during the year ended December 31, 2023, as a result of privately

negotiated agreements with certain holders of our 2026 Senior Notes pursuant to which the Company repurchased$53.6 million

of outstanding 2026 Senior Notes at a discount to par value, the Company recognized a gain on the early extinguishment of debt

of$5.6 million, which included the write-off of original issue discount and unamortized deferred financing costs.

As of December 31, 2023, the 2026 Senior Notes were recorded at carrying value in the Consolidated balance sheet.

For the years ended December 31, 2024 and 2023, the Company recognized interest expense of$13.4 million and$19.5

million, respectively, and paid cash interest of$16.3 million and$20.1 million, respectively. For the years ended December 31,

2024 and 2023, the Company recognized amortization of original issue discount of$1.6 million and$2.3 million, respectively,

andamortization of deferred financing costs of$1.2 million and $1.8 million, respectively.

Senior Secured Convertible Notes due 2027, Senior Secured Convertible Notes due 2031, and the Convertible Notes

Exchange

The 6.000% Senior Secured Convertible Notes due 2027 (the "2027 Notes") were issued pursuant to an Indenture dated as

of November 17, 2020 (as amended, supplemented or otherwise modified from time to time, the "2027 Notes Indenture"),

between the Company and U.S. Bank National Association, as trustee.

In connection with the issuance of the 2027 Notes, the Company entered into an Investor Agreement (the "Investor

Agreement") with the holders of the 2027 Notes (the "Holders") establishing certain terms and conditions concerning the rights

and restrictions on the Holders with respect to the Holders' ownership of the 2027 Notes. The Company also entered into an

amendment to the Registration Rights Agreement dated November 19, 2019, between the Company and FIG LLC.

On October 15, 2024, the Company completed privately negotiated transactions with certain holders of 2027 Notes

pursuant to which it (i) repurchased a total of$223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of

$1,110 per$1,000 principal amount of 2027 Notes, for aggregate cash consideration of$248.2 million and (ii) exchanged a

total of$223.6 million in aggregate principal amount of 2027 Notes for new 6.000% Senior Secured Convertible Notes due

2031 (the "2031 Notes" and such repurchase and exchange, collectively, the "Convertible Notes Exchange"). The Company

also paid accrued and unpaid interest of approximately$10.0 million to the holders of 2027 Notes who participated in the

Convertible Notes Exchange.

Additionally, on October 15, 2024, the Company issued and sold$110,000 in aggregate principal amount of 2031 Notes in

a privately negotiated transaction (the "2031 Notes Sale").

The 2031 Notes were issued pursuant to an indenture, dated as of October 15, 2024 (the "2031 Notes Indenture"), among

the Company, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Alter Domus

Products Corp, as collateral agent.

Concurrently with the Convertible Notes Exchange, the Company and the guarantors party thereto entered into a

supplemental indenture to the 2027 Notes Indenture pursuant to which (i) substantially all of the restrictive covenants contained

in the 2027 Notes Indenture were eliminated, (ii) certain of the default provisions contained in the 2027 Notes Indenture were

eliminated and (iii) certain related provisions were amended to conform with such eliminations.

Interest on the 2027 Notes and 2031 Notes is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature

on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031

Notes may be converted at any time by the holders thereof into cash, shares of the Company's common stock, par value$0.01

per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial

conversion rate for both the 2027 Notes and the 2031 Notes is 200 shares of Common Stock per$1,000 principal amount of the

2027 Notes and the 2031 Notes, respectively, which is equal to a conversion price of$5.00 per share of Common Stock (the

"Conversion Price"). As of December 31, 2024, the amount by which the 2027 Notes and the 2031 Notes if-converted value

exceeded its principal was$0.5 million and$2.7 million, respectively.

Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the 2027 Notes Indenture and the 2031 Notes

Indenture), the Company will in certain circumstances increase the conversion rate for the 2027 Notes and the 2031 Notes for a

specified period of time. If a "Fundamental Change" (as defined in the 2027 Notes Indenture and the 2031 Notes Indenture)

occurs, the Company will be required to offer to repurchase the 2027 Notes and the 2031 Notes at a repurchase price of 110%

of the principal amount thereof.

Under the 2031 Notes Indenture, the Company can only pay cash dividends up to an agreed-upon amount, provided the

ratio of consolidated debt to EBITDA (as such term is defined in the 2031 Notes Indenture) does not exceed a specified ratio. In

addition, the 2031 Notes Indenture provides that, at any time that the Company's Total Gross Leverage Ratio (as defined in the

2031 Notes Indenture) exceeds 1.5 and the Company approves the declaration of a dividend, the Company must offer to

purchase a principal amount of 2031 Notes equal to the proposed amount of the dividend.

The Company will have the right to redeem for cash up to the lesser of (i) approximately$72.8 million and (ii)30% of the

aggregate principal amount of 2031 Notes issued pursuant to the 2031 Notes Indenture, in either case, with such amount

reduced by 30% of the principal amount of 2031 Notes that has been converted by the holders of the 2031 Notes or redeemed or

repurchased by the Company, at a redemption price of 140% of the principal amount thereof, on or prior to December 1, 2030

(or December 1, 2028 if the 2029 Term Loan Facility is refinanced or amended to permit the redemption of the 2031 Notes in

an amount equal to or greater than such principal amount of 2031 Notes).

The 2027 Notes and 2031 Notes are guaranteed by Gannett Holdings and all subsidiaries of the Company that guarantee

the 2029 Term Loan Facility. The 2027 Notes and 2031 Notes rank as senior secured debt of the Company and are secured by

liens on the same collateral package that secures the indebtedness incurred in connection with the 2029 Term Loan Facility. The

2027 Notes are secured by liens that are junior to the liens securing indebtedness incurred under the 2029 Term Loan Facility

and the 2031 Notes. The 2031 Notes are secured by liens that are junior to the liens securing indebtedness incurred under the

2029 Term Loan Facility but senior to the liens securing the 2027 Notes.

The 2031 Notes Indenture includes affirmative and negative covenants, including limitations on liens, indebtedness,

dispositions, loans, advances and investors, sale and leaseback transactions, restricted payments, transactions with affiliates,

restrictions on dividends and other payment restrictions affecting restricted subsidiaries, negative pledges, and modifications to

certain agreements. The 2031 Notes Indenture also requires that the Company maintain, as of the last day of each fiscal quarter,

at least$30.0 million of Qualified Cash (as defined in the 2031 Notes Indenture). The 2027 Notes Indenture and the 2031 Notes

Indenture include customary events of default.

The 2027 Notes havetwo components: (i) a debt component, and (ii) an equity component. As of December 31, 2024 and

2023, the debt component of the 2027 Notes was recorded at carrying value in the Consolidated balance sheets. The carrying

value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed

at inception and did not approximate fair value as of December 31, 2024. The 2027 Notes were classified as Level 2, and based

on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the

estimated fair value of the 2027 Notes was$44.6 million as of December 31, 2024, and was primarily affected by fluctuations

in market interest rates and the price of the Company's Common Stock.

In connection with the Convertible Notes Exchange, for the year ended December 31, 2024, the Company recognized a

gain on extinguishment of$114.6 million and a write-off of unamortized original issue discount and unamortized deferred

financing costs of$50.3 million and$1.1 million, respectively. As a result of the Convertible Notes Exchange, the Company

recorded a reduction in Additional paid-in capital of$237.5 million in the Consolidated balance sheet as of December 31, 2024.

As of December 31, 2024, the conversion feature remaining in Additional paid-in capital was$42.0 million, net of tax. The

remaining 2027 Notes are convertible into 7.6 million shares of Common Stock, based on the initial conversion price of$5.00

per share.

The 2031 Notes havetwo components: (i) a debt component, and (ii) an equity component. The debt component of the

2031 Notes was recorded at its principal value at issuance, and as of December 31, 2024 was recorded at its carrying value in

the Consolidated balance sheet. As of December 31, 2024, the 2031 Notes were classified as Level 2 and the carrying value of

the 2031 Notes approximated fair value.

The excess of the fair value over the principal value of the 2031 Notes was recorded in Additional Paid-in capital as the

2031 Notes were issued at a 50% premium. The equity component of the 2031 Notes was classified as Level 3, as it was

calculated based on the aggregate fair value of the 2031 Notes which used a binomial lattice model and assumptions based on

market information and historical data, and significant unobservable inputs. As of December 31, 2024, the amount of the equity

component recorded in Additional paid-in capital was$80.4 million, net of tax. The 2031 Notes are convertible into 44.7

million shares of Common Stock, based on the initial conversion price of$5.00 per share.

Pursuant to the Convertible Notes Exchange, original issue discount and deferred financing costs of$3.6 million and$2.9

million, respectively, will be amortized over the 7-year contractual life of the 2031 Notes, and the Company also continues to

defer$1.6 million of original issue discount from the 2027 Notes over the 7-year contractual life of the 2031 Notes.

Additionally, original issue discount and deferred financing costs of$4.4 million and$0.1 million, respectively, related to the

remaining 2027 Notes will continue to be amortized over the remaining contractual life of the 2027 Notes.

In connection with the 2027 Notes and the 2031 Notes, for the years ended December 31, 2024 and 2023, the Company

recognized interest expense of$26.2 million and$29.1 million, respectively, and paid cash interest of$27.4 million and$29.1

million, respectively. In connection with the 2027 Notes and the 2031 Notes, for the years ended December 31, 2024 and 2023,

the Company recognized amortization of original issue discount of$11.9 million and$13.4 million, respectively, and

amortization of deferred financing costs of$0.3 million and$0.3 million, respectively. The effective interest rate on the debt

component of the 2027 Notes was 10.50% as of December 31, 2024. The effective interest rate on the debt component of the

2031 Notes was 6.60% as of December 31, 2024.

For theyear ended December 31, 2024, no shares of Common Stock were issued upon conversion, exercise, or satisfaction

of the required conditions of the 2027 Notes or the 2031 Notes. Refer to Note 12 — Supplemental equity and other information

for details on the impact of the 2027 Notes and the 2031 Notes to diluted earnings per share under the if-converted method.

Senior Convertible Notes due 2024

The$3.3 million principal value of the remaining 4.75% convertible senior notes was repaid on April 15, 2024 (the "2024

Notes"). As of December 31, 2023, the 2024 Notes were reported within the Current portion of long-term debt and were

recorded at carrying value, which approximated fair value, in the condensed consolidated balance sheet and were classified as

Level 2.

Future debt obligation payments

Future debt obligation payments for the year ended December 31, are as follows:

NOTE 9 — Pensions and other postretirement benefit plans

We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under

collective bargaining agreements. Our retirement plans include the (i) Gannett Retirement Plan (the "GR Plan"), (ii) Gannett

Retirement Plan for Certain Union Employees (the "Gannett CUE Plan"), (iii) Newsquest Scheme in the U.K. (the "U.K.

Pension Plan"), (iv) Newspaper Guild of Detroit Pension Plan (the "Detroit Plan"), (v) George W. Prescott Publishing Company

Pension Plan (the "GWP Plan") and (vi) Times Publishing Company Defined Benefit Pension Plan (the "TPC Plan"). The GWP

Plan was amended to freeze all future benefit accruals by December 31, 2008, except for a select group of union employees

whose benefits were frozen in 2009, the GR Plan was amended to freeze all future benefit accruals by August 1, 2008, except

for a select group of unions and the TPC Plan was frozen as of May 31, 2007, prior to the Company's acquisition of the TPC

Plan.

The Company also maintains several postretirement medical and life insurance plans which cover certain employees. We

also provide health care and life insurance benefits to certain retired employees who meet age and service requirements. Most

of our retirees contribute to the cost of these benefits and retiree contributions are increased as actual benefit costs increase. The

cost of providing retiree health care and life insurance benefits is actuarially determined. Our policy is to fund benefits as claims

and premiums are paid. We use a December 31 measurement date for these plans.

The following table presents the change in the projected benefit obligation for the years ended December 31:

The following table presents the change in the fair value of plan assets for the years ended December 31, and the plans'

funded status at December 31:

Amounts recognized in the Consolidated balance sheets at December 31, are listed below:

Accumulated pension benefit obligations were$1.5 billion and$1.7 billion as of December 31, 2024 and 2023,

respectively. For the Funded plans, the fair value of plan assets exceeds both the projected benefit obligation and accumulated

benefit obligation. For the Underfunded plans, the projected benefit obligation and accumulated benefit obligation exceed the

fair value of plan assets. The following table presents information about funded and underfunded pension plans at December

31:

Net periodic benefit cost and amounts recognized in Other comprehensive income (loss)

The combined net pension and postretirement expense (benefit) recognized in the Consolidated statements of operations

and comprehensive income (loss) was$11.4 million,$8.0 million, and$57.1 million for the years ended December 31, 2024,

2023, and 2022, respectively.

The following table presents the components of net periodic benefit cost and amounts recognized in Other comprehensive

income (loss) at December 31, 2024,2023, and 2022:

Assumptions

The following assumptions were used in connection with the Company's actuarial valuation of its pension plans and

postretirement benefit obligations at December 31:

(a) Relates only to the Newspaper Guild of Detroit defined benefit pension plans.

The following assumptions were used to calculate the net periodic benefit cost for the Company's pension plans and

postretirement benefit obligations at December 31, 2024,2023, and 2022:

(a) Relates only to the Newspaper Guild of Detroit defined benefit pension plans.

To determine the expected long-term rate of return on pension plan assets, the Company considers the current and expected

asset allocations as well as historical and expected returns on various categories of plan assets, input from the actuaries and

investment consultants, and long-term inflation assumptions. The expected allocation of pension plan assets is based on a

diversified portfolio consisting of domestic and international equity securities and fixed income securities. This expected return

is then applied to the fair value of plan assets. The Company amortizes experienced gains and losses, including the effects of

changes in actuarial assumptions and plan provisions, over a period equal to the average future service of plan participants or

over the average remaining life expectancy of inactive participants. The Company updates the estimates used to measure the

defined benefit pension assets and obligations annually or upon a remeasurement event.

The fiduciaries of the pension plans set investment policies and strategies for the pension trusts. Objectives include

preserving the funded status of the plan and balancing risk against return.

The weighted average target asset allocation of our plans for 2025 and allocations at the end of 2024 and 2023, by asset

category, are presented in the table below:

(a)Alternative investments include real estate, private equity and hedge funds.

Purchase of pension annuity contract

On August 31, 2022, Gannett Media Corp., a wholly-owned subsidiary of the Company, as sponsor of the GR Plan, entered

into an agreement pursuant to which the GR Plan used a portion of its assets to purchase annuities fromtwo insurance

companies (the "Insurers") and transferred approximately$450 million of the GR Plan's pension liabilities and related pension

assets. As of August 31, 2022, this agreement irrevocably transferred to the Insurers future GR Plan benefit obligations for

certain U.S. retirees and beneficiaries ("Participants") beginning with payments due to the Participants on November 1, 2022

(the "Effective Date") and Gannett Media Corp. has no financial responsibility for the Participants' benefits on or after such

date. As of the Effective Date, the Insurers assumed responsibility for administrative and customer service support, including

distribution of payments to the Participants. Participants' benefits were not reduced as a result of this transaction. As a result of

this transaction, we were required to remeasure the related plan benefit obligations and assets as of August 31, 2022 reflecting

the use of an updated discount rate. The plan remeasurement resulted in a decrease of$99.9 million to our net funded pension

obligation, which included a decrease in benefit obligation of$281.8 million (primarily due to an increase in the discount rate

from 2.95% at January 1, 2022 to 5.05%) and an incremental decrease in plan assets of$381.7 million. In addition, we

recognized a noncash pension settlement gain of$0.7 million ($0.5 million after tax) for the GR Plan for the year ended

December 31, 2022, which represented the accelerated recognition of actuarial gains that were included in accumulated other

comprehensive income (loss) within stockholders' equity.

Contributions

We are contractually obligated to contribute to our pension and postretirement benefit plans. During theyear ended

December 31, 2024, we contributed$7.9 million and$4.6 million to our pension and other postretirement plans, respectively.

Beginning with the quarter ended December 31, 2022, and ending with the quarter ending September 30, 2024, the GR Plan's

appointed actuary certified the GR Plan's funded status for each quarter (the "Quarterly Certification") in accordance with U.S.

GAAP. If the GR Plan was less than 100% funded, the Company would have been required to make a$1.0 million contribution

to the GR Plan no later than 60 days following the receipt of the Quarterly Certification. The Company's obligation to make

additional contractual contributions terminated the day following the date that a contractual contribution would have been due

for the quarter ending September 30, 2024. As of December 31, 2024, the GR Plan was more than 100% funded.

Future contributions to our pension and postretirement benefit plans, which we are contractually obligated to contribute, are

estimated to be$6.6 million in 2025. Contributions beyond 2025 are not estimated due to uncertainties regarding significant

assumptions involved in estimating these contributions, such as interest rate levels, as well as the amount and timing of invested

asset returns. These future contributions do not include additional contributions which may be required to meet Internal

Revenue Service ("IRS") minimum funding standards as these contributions are subject to uncertainties regarding significant

assumptions involved in their estimation such as interest rate levels as well as the amount and timing of invested asset returns.

Estimated future benefit payments

We estimate making the following benefit payments, which reflect expected future service:

The amounts above exclude the participants' share of the benefit cost. We expect no subsidy benefits for 2025 and beyond.

Multiemployer plans

The Company is a participant insix multiemployer pension plans covering certain employees with collective bargaining

agreements ("CBAs"). The risks of participating in these multiemployer plans are different from single-employer plans in the

following aspects:

•The Company plays no part in the management of plan investments or any other aspect of plan administration;

•Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other

participating employers;

•If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the

remaining participating employers; and

•If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay

those plans in an amount based on the unfunded status of the plan, referred to as withdrawal liability.

The Company's participation in these plans for theyear ended December 31, 2024, is outlined in the table below. The

"EIN/Pension Plan Number" column provides the Employee Identification Number ("EIN") and the three-digit plan number.

Unless otherwise noted, the two most recent Pension Protection Act zone statuses available are for the plans for the years ended

December 31, 2024, and 2023, respectively. The zone status is based on information the Company received from the plan and is

certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded; plans in the

orange zone are both (i) less than 80% funded and (ii) have an accumulated/expected funding deficiency in any of the nextsix

plan years, net of any amortization extensions; plans in the yellow zone meet either one of the criteria mentioned in the orange

zone; and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates plans

for which a financial improvement plan ("FIP") or a rehabilitation plan ("RP") is either pending or has been implemented. The

last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. The Company

makes all required contributions to these plans as determined under the respective CBAs. For each of the plans listed below, the

Company's contribution represented less than 5% of total contributions to the plan.

(a)This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension

Relief Act of 2010.

(b)The trustees of this plan have voluntarily elected to put the fund in critical status to strengthen its funding position.

As of December 31, 2024, the total unpaid balance for the Company's withdrawal liabilities was approximately$55.6

million, which are payable over 13.9 years. For the year ended December 31, 2024, we recorded$24.5 million related to

withdrawal liabilities which were expensed as a result of ceasing contributions to multiemployer pension plans in which we

formerly participated.

Defined contribution plans

Employees are immediately eligible to participate in the Gannett Media Corp. 401(k) Savings Plan (the "Gannett 401(k)

Plan") and can elect to save up to 75% of compensation on a pre-tax basis, subject to IRS limitations. Effective January 1, 2021,

employees covered under collective bargaining agreements are eligible to participate in the Gannett 401(k) Plan only if

participation has been bargained, unless previously eligible in the New Media Investment Group Inc. Retirement Savings Plan.

In October 2022, matching contributions to the Gannett 401(k) Plan, with the exception of certain employees covered under

collective bargaining agreements, were suspended. Prior to the suspension of matching contributions in October 2022, the

matching formula was 100% of the first 4% of employee contributions and 50% on the next 2% of employee contributions of

eligible pay. Beginning in July 2024, matching contributions to the Gannett 401(k) Plan were reinstated, and the current

matching formula is 25% of the first 4% of employee contributions of eligible pay. For the years ended December 31, 2024,

2023, and 2022, the Company's matching contributions were$3.3 million,$0.8 million and$13.5 million, respectively.

NOTE 10 — Fair value measurement

In accordance with ASC 820, "Fair Value Measurement," fair value measurements are required to be disclosed using a

three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the

Company's own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active

markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and

Level 3 includes fair values estimated using significant unobservable inputs.

As of December 31, 2024, and 2023, assets and liabilities recorded at fair value and measured on a recurring basis

primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient

to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair

value hierarchy.

The Company's debt is recorded on the Consolidated balance sheets at carrying value. Refer to Note 8 — Debt for

additional discussion regarding fair value of the Company's debt instruments.

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on

an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of

impairment). Assets held for sale (Level 3), which are recorded in Other current assets on the Consolidated financial statements,

are measured on a nonrecurring basis and are evaluated using executed purchase agreements, letters of intent or third-party

valuation analyses when certain circumstances arise. As of December 31, 2024 and 2023, the Company had assets held for sale

of$1.5 million and$0.2 million, respectively.

The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the fourth quarter

of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value

measurements of the assets are considered to be Level 3 measurements. Refer to Note 6 — Goodwill and intangible assets for

additional discussion regarding the annual impairment assessment.

The following table sets forth by level, within the fair value hierarchy, the fair values of assets related to the following

pension plans: the (i) GR Plan, (ii) Gannett CUE Plan, (iii) U.K. Pension Plan, (iv) Detroit Plan (v) GWP Plan, and (vi) TPC

Plan as of December 31, 2024:

The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets for the year ended

December 31, 2024:

There wereno transfers between Levels 1 and 2 for the year ended December 31, 2024.

The following table sets forth by level, within the fair value hierarchy, the fair values of assets and liabilities related to the

following pension plans: the (i) GR Plan, (ii) U.K. Pension Plan, (iii) Detroit Plan (iv) GWP Plan, and (v) TPC Plan as of

December 31, 2023:

The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets and liabilities for

the year ended December 31, 2023:

There wereno transfers between Levels 1 and 2 for the year ended December 31, 2023.

Valuation methodologies used for pension plan assets and liabilities measured at fair value are as follows:

•Corporate common stock is valued primarily at the closing price reported on the active market on which the individual

securities are traded;

•Corporate bonds are a type of debt security issued by a corporation and are primarily valued using trades or quotes in

secondary markets for that specific issue or similar security;

•Investments in direct real estate in the U.K. have been valued by an independent qualified valuation professional in the

U.K. using a valuation approach that capitalizes any current or future income streams at an appropriate multiplier.

Investments in real estate funds are mainly valued utilizing the net asset valuations provided by the underlying private

investment companies or through proprietary models with varying degrees of complexity;

•Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held are open ended funds that

are registered with the SEC. These funds are required to publish their NAV and to transact at that price. The mutual

funds held are deemed to be actively traded;

•Exchange traded funds are valued at the closing price reported on the active market on which the individual securities

are traded;

•Interests in common/collective trusts are primarily equity and fixed income investments valued using the NAV

provided by the administrator of the underlying fund available daily to the administrator of the respective plan. Where

the daily NAV is not provided, interests in common/collective trusts are valued either through the use of a NAV as

provided monthly by the fund family or fund company or through proprietary models with varying degrees of

complexity. Shares in the common/collective trusts are generally redeemable upon request;

•Investments in partnerships and joint venture interests classified in Level 3 are valued considering items such as

expected cash flows, changes in market outlook and subsequent rounds of financing. These investments are included in

Level 3 of the fair value hierarchy because exit prices tend to be unobservable and reliance is placed on the above

methods. Most of the partnerships are general leveraged buyout funds, others include a venture capital fund, a fund

formed to invest in special credit opportunities, an infrastructure fund and a real estate fund. Interest in partnership

investments could be sold on the secondary market but cannot be redeemed. Instead, distributions are received as the

underlying assets of the funds are liquidated. As of both December 31, 2024 and 2023, there were$3.1 million and

$3.3 million, respectively, in unfunded commitments related to partnership/joint venture interests. One of the

investments in partnerships and joint venture interests represents a limited partnership commingled fund valued using

the NAV as reported by the fund manager; and

•Investments in hedge funds consist of hedge funds whose strategy is to produce a return uncorrelated with market

movements. This fund is classified as a Level 3 because its valuation is derived from unobservable inputs. Shares in

the hedge funds are generally redeemable twice a year or on the last business day of each quarter with at least 60 days

written notice subject to a potential 5% holdback.

We review appraised values, audited financial statements and additional information to evaluate fair value estimates from

our investment managers and/or fund administrator.

NOTE 11 — Income taxes

The following table outlines the Company's Loss before income taxes:

The following table outlines the Company's(Benefit) provision for income taxes:

The effective tax rate varies from the federal statutory tax rate as a result of the following differences:

NM indicates not meaningful.

Our effective tax rate for theyear ended December 31, 2024 was 66.0%. The taxbenefit for 2024 was primarily impacted by

the release of uncertain tax position reserves related to an IRS audit, the release of foreign valuation allowances, debt

refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on non-deductible

U.S. interest expense carryforwards and the global intangible low-taxed income inclusion.

Our effective tax rate for theyear ended December 31, 2023 wasnot meaningful. The tax provision for 2023 was primarily

income inclusion, the release of uncertain tax positions in the U.S., and the reduction in the blended state tax rate, which were

offset by the tax benefit of the pre-tax book loss.

The tax effects of each type of temporary differences and carryforwards that give rise to significant portions of our deferred

tax assets and deferred tax liabilities are presented below:

In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some

portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the

generation of future taxable income during the periods in which those temporary differences become deductible. During the

year ended December 31, 2024, the Company recorded a reduction of$7.4 million of valuation allowances against its deferred

tax assets. The decrease in the valuation allowance was primarily due to a decrease of$10.9 million related to foreign valuation

allowances and various other decreases in the valuation allowance of$3.2 million, partially offset by an increase in the U.S.

disallowed interest expense carryforward of$6.1 million and an increase related to currency translation adjustments of

$0.6 million. The Company considered the available evidence, both positive and negative, to determine whether, based on the

weight of that evidence, a valuation allowance for deferred tax assets was needed. The Company reached the conclusion it was

appropriate to record a valuation allowance against a portion of its federal deferred tax assets based on available evidence. We

relied on evidence shown by reversing taxable temporary differences, as well as expectations of future taxable income with the

appropriate tax character.

During the year ended December 31, 2023, the Company recorded an additional$12.0 million of valuation allowances

against its deferred tax assets. The increase in the valuation allowance is primarily due to increases in the U.S. disallowed

interest expense carryforward, decreases in foreign valuation allowances, and increases related to currency translation

adjustment. The Company continues to maintain its existing valuation allowance against net deferred tax assets in many of its

state and foreign jurisdictions as it is not believed to be more likely than not that its deferred tax assets will be realized in such

jurisdictions.

The following table summarizes the activity related to our valuation allowance for deferred tax assets for theyear ended

December 31, 2024 (In thousands):

The aforementioned valuation allowance relates to indefinite-lived intangible assets, nondeductible interest expense

carryforwards, capital losses, state and foreign net operating losses and other tax attributes.

As of December 31, 2024, the Company had$396.2 million of Federal net operating loss ("NOL") carryforwards,$500.9

million of Federal disallowed business interest expense carryforwards,$1.058 billion of apportioned state NOL carryforwards

and$184.7 million of foreign net NOL carryforwards. Additionally, as of December 31, 2024, the Company had$6.2 million of

other business tax credits,$0.2 million of foreign tax credits,$4.7 million ofstate credits and$43.2 million of foreign capital

loss carryforwards. The Federal NOL carryforwards begin to expire in 2033, and the state NOL carryforwards began to expire

in 2024. The foreign NOLs begin to expire in 2030. The tax credits began to expire in 2024. A portion of the NOLs are subject

to the limitations of the Internal Revenue Code Section 382. This section provides limitations on the availability of NOL

carryforwards to offset income if a corporation undergoes an "ownership change," generally defined as a greater than 50%

change in equity ownership over a three-year period. The most recent analysis of our historical ownership change was

completed through December 31, 2024. Based on the analysis, we do not anticipate a current limitation on tax attributes.

The following table summarizes the activity related to unrecognized tax benefits, excluding the federal tax benefit of state

tax deductions:

At December 31, 2024, the Company's uncertain tax positions of$41.7 million, if recognized, would impact the effective

tax rate. During the year ended December 31, 2024, the Company released$11.3 million of the uncertain tax position reserves

and$4.8 million of interest and penalties related to an IRS audit in the second quarter of 2024. The Company recognizes

interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2024 and

2023, the amount of accrued interest and penalties payable related to uncertain tax positions was$0.1 million and$4.6 million,

respectively.

The Company files a federal consolidated income tax return for which the statute of limitations remains open for any year

in which a net operating loss is utilized, which for the Company is the 2011 tax year and subsequent years. U.S. state

jurisdictions have statute of limitations generally ranging from 3 to 6 years. On November 19, 2019, New Media Investment

Group Inc. ("New Media") completed its acquisition of Gannett Co., Inc. (which was renamed Gannett Media Corp. and is

referred to as "Legacy Gannett"). During the second quarter of 2024, the Company closed the federal income tax return audit

for calendar years 2015-2017 for Legacy Gannett. The U.K. income tax returns for calendar years 2018-2021 for Newsquest

Capital Ltd. are under audit. The statute of limitations for the Company's U.K. income tax return remains open for tax years for

2023 and forward.

NOTE 12 — Supplemental equity and other information

Loss per share

The following table sets forth the information to compute basic and diluted loss per share:

The Company excluded the following securities from the computation of diluted loss per share because their effect would

have been antidilutive:

(a)Represents the total number of shares that would have been convertible as of December 31, 2024 and 2023 as stipulated in the 2027 Notes Indenture.

(b)Represents the total number of shares that would have been convertible as of December 31, 2024 as stipulated in the 2031 Notes Indenture.

(c) Includes restricted stock awards ("RSA"), restricted stock units ("RSU") and performance stock units ("PSU").

(d)The warrants expired on November 26, 2023.

The 2027 Notes and 2031 Notes may be converted at any time by the Holders into cash, shares of the Company's Common

Stock or any combination of cash and Common Stock, at the Company's election. Conversion of all of the 2027 Notes and 2031

Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental

Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 22.5 million shares of

Common Stock and 143.9 million shares of Common Stock, respectively. The Company has excluded from theloss per share

calculation approximately 14.9 million shares related to the possible conversion of the 2027 Notes and 99.1 million shares

related to the possible conversion of the 2031 Notes, representing the difference between the total number of shares that would

be convertible at December 31, 2024 and the total number of shares issuable assuming the maximum increase in the conversion

rate.

Share-based compensation

Share-based compensation expense was$12.5 million,$16.6 million, and$16.8 million for the years ended December 31,

2024,2023, and 2022, respectively, and isincluded in Selling, general and administrative expenses on the Consolidated

statements of operations and comprehensive income (loss). Total compensation cost not yet recognized related to non-vested

awards as of December 31, 2024 was$15.1 million, which is expected to be recognized over a weighted average period of

approximately 2.1 years through January 2027.

Equity awards

On June 5, 2023, the Company's 2023 Stock Incentive Plan (the "2023 Incentive Plan") was approved by the Company's

stockholders and became effective. The 2023 Incentive Plan replaced the Company's 2020 Omnibus Incentive Compensation

Plan (the "2020 Incentive Plan"), which had replaced the Company's 2015 Omnibus Incentive Compensation Plan (the "2015

Incentive Plan"), such that no further awards were or will be granted pursuant to the 2020 Incentive Plan and the 2015 Incentive

Plan.

With respect to restricted stock awards ("RSAs"), if service terminates for certain specified conditions, all unvested shares

of restricted stock may be forfeited. During the period prior to the lapse and removal of the vesting restrictions, a grantee of a

RSA will have all the rights of a stockholder, including without limitation, the right to vote and the right to receive dividends or

other distributions, if any. Any dividends or other distributions that are declared with respect to the shares of restricted stock

will be paid at the time such shares vest. The value of the RSAs on the date of issuance is recognized in Selling, general, and

administrative expenses over the vesting period with a corresponding increase to additional paid-in-capital. Beginning in 2023,

RSAs granted generally vest in equal annual installments over athree-year period subject to the participants' continued

employment with the Company and the terms of the applicable award agreements. RSAs granted prior to 2023 vest 33.3% on

thefirst andsecond anniversary of the date of grant, and 33.4% on thethird anniversary of the date of grant, subject to the

participants' continued employment with the Company and the terms of the applicable award agreement.

The following table outlines RSA activity:

As of December 31, 2024, the aggregate intrinsic value of unvested RSAs was$21.1 million.

Restricted stock units ("RSUs") generally vestin equal annual installments over athree-year period subject to the

participants' continued employment with the Company and the terms of the applicable award agreement, and we recognize

compensation costs for these awards based on the fair market value of the award as of the grant date.

Performance stock units ("PSUs") are subject to the achievement of certain performance goals over the eligible period and

the terms of the applicable award agreement. Compensation cost ultimately recognized for these PSUs will equal the grant-date

fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, we

record compensation cost based on the expected level of achievement of the performance conditions.

The following table outlines RSU and PSU activity:

(a) There wereno RSUs granted during the years ended December 31, 2023 and 2022.

(b)For the years ended December 31, 2024,2023, and 2022, the Company canceled 15 thousand, 900 thousand, and 332 thousand, respectively, of PSUs and

RSUs.

As of December 31, 2024, the aggregate intrinsic value of unvested RSUs and PSUs was$15.8 million.

Stock options

As of December 31, 2024, FIG LLC, the former manager of the Company, held stock options exercisable for 5,416

thousand shares of Common Stock, all of which are exercisable and had a weighted-average grant date fair value, weighted-

average exercise price and weighted-average remaining contrac tual term of$1.51,$14.45 and 3.6 years, respectively.

Cash awards

The Company grants certain employees either long-term cash awards ("LTCAs") or cash performance units ("CPUs").

CPUs generally vest and pay out in cash on the third anniversary of the grant date based upon the achievement of threshold

goals depending on actual performance against financial objectives over athree-year period. LTCAs generally vest and pay out

in cash on the first, second and third anniversaries of the date of grant. As of December 31, 2024, there was approximately

$14.3 million of unrecognized compensation expense related to cash awards.

Preferred stock

The Company has authorized 300,000 shares of preferred stock, par value$0.01 per share, issuable in one or more series

designated by the Company's Board of Directors, none of which have been issued. There wereno issuances of preferred stock

during theyear ended December 31, 2024.

Stock repurchase program

On February 1, 2022, the Company's Board of Directors authorized the repurchase of up to$100 million (the "Stock

Repurchase Program") of the Company's Common Stock. Repurchases may be made from time to time through open market

purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the

Securities Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities

laws and other legal requirements. The amount and timing of the purchases, if any, will depend on a number of factors,

including, but not limited to, the price and availability of the Company's shares, trading volume, capital availability, Company

performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued

at any time. Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the

terms of our various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief.

approximately$96.9 million.

Accumulated other comprehensive income (loss), net of tax

The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss),

net of tax:

(a)Accumulated other comprehensive income (loss) component represents amortization of actuarial loss and is included in the computation of net periodic

benefit cost. See Note 9 — Pensions and other postretirement benefit plans.

(b) Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of income tax provision of$0.1 million for the year ended

December 31, 2024, and net of income tax benefits of$0.2 million, and$0.3 million for the years ended December 31, 2023 and 2022, respectively.

(c) Amounts reclassified from accumulated other comprehensive income (loss) include a net pension settlement gain of$0.7 million ($0.5 million, net of tax) for

the year ended December 31, 2022. See Note 9 — Pensions and other postretirement benefit plans.

NOTE 13 — Commitments, contingencies and other matters

Legal proceedings

The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business,

including, but not limited to, matters such as libel, invasion of privacy, intellectual property infringement, wrongful termination

actions, complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company

is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental,

and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and

proceedings have not had a material adverse effect on the Company's consolidated results of operations or financial position.

We are also defendants in judicial and administrative proceedings involving matters incidental to our business. Although

the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in

the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material

adverse effect on the Company's business, financial position or consolidated results of operations. Given the inherent

unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect

on the Company's financial results.

On June 20, 2023, the Company filed a civil action against Google LLC and Alphabet Inc. (together, "Google") in the U.S.

District Court in the Southern District of New York seeking injunctive relief and damages for the anticompetitive

monopolization of advertising technology markets and for deceptive commercial practices. The Company's complaint details

more than a dozen anticompetitive and deceptive acts that the Company believes demonstrate Google's unfair control and

manipulation of all sides of each online advertising transaction. The Company intends to vigorously pursue this action.

However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The

Company is accounting for this matter as a gain contingency, and will record any such gain in future periods, if and when the

contingency is resolved, in accordance with ASC 450, "Contingencies." We do not expect pursuing this lawsuit to be a

significant cost to us; however, the Company has and plans to continue to engage certain experts to participate in this matter.

The cost of those experts will be expensed as incurred and is not expected to be material.

The Company was a defendant in a lawsuit titled Scott O. Sapulpa ("Plaintiff") v. Gannett Co., Inc. in the District Court in

the State of Oklahoma. In February 2024, a jury found for the Plaintiff and awarded compensatory damages of$5 million and

$20 million in punitive damages. While we cannot predict with certainty the ultimate outcome of this action, the Company filed

an appeal of the case in March 2024. We are currently unable to estimate a range of reasonably possible loss; however, we

believe that damages, if any, would be covered by the Company's insurance policies. As a result, we believe the outcome will

not have a material impact on the Company's Consolidated financial statements.

Other

Purchase obligations

We have future expected purchase obligations, in the normal course of operations, of$166.5 million related to digital

licenses and information technology services, professional services, interactive marketing agreements, and other legally binding

commitments. Amounts which we are liable for under purchase orders outstanding at December 31, 2024, are reflected in the

Consolidated balance sheets as Accounts payable and are excluded from the amounts referred to above.

Self-insurance

We are self-insured for most of our employee medical coverage and for our casualty, general liability, and libel coverage

(subject to a cap above which third-party insurance is in place). The liabilities, which are reflected in Accounts payable and

Other long-term liabilities in the Consolidated balance sheets, are established on an actuarial basis with the advice of consulting

actuaries and totaled$39.0 million and$43.1 million as of December 31, 2024 and 2023, respectively.

NOTE 14 — Segment reporting

We define our reportable segments based on the way the CODM, which is our Chief Executive Officer, manages the

operations for purposes of allocating resources and assessing segment performance. Our reportable segments include the

following:

•Domestic Gannett Media is comprised of our portfolio of domestic local, regional, and national newspaper publishers.

The results of this segment include Digital revenues mainly derived from digital advertising offerings such as digital

marketing services delivered by our DMS segment, digital distribution of our publications and digital content

syndication and affiliate and partnership revenues as well as classified advertisements and display advertisements run

on our platforms as well as third-party sites, and Print and commercial revenues mainly derived from the sale of local,

national, and classified print advertising products, the sale of both home delivery and single copies of our publications,

as well as commercial printing and distribution arrangements, and revenues from our events business.

•Newsquest is comprised of our portfolio of newspaper publishers in the U.K.. The results of this segment include

Digital revenues mainly derived from digital advertising offerings such as digital marketing services delivered by our

DMS segment, digital distribution of our publications and digital content syndication revenues as well as classified

advertisements and display advertisements run on our platforms and third-party sites, and Print and commercial

revenues mainly derived from the sale of local, classified, and national advertising as well as niche publications, the

sale of both home delivery and single copies of our publications, as well as commercial printing.

•Digital Marketing Solutions is comprised of our digital marketing services companies under the brand LocaliQ. The

results of this segment include Digital revenues derived from digital marketing services generated through multiple

services, including search advertising, display advertising, search optimization, social media, website development,

web presence products, customer relationship management, and software-as-a-service solutions.

In addition to the reportable segments above, we have a Corporate and other category that includes activities not directly

attributable to a specific reportable segment and includes broad corporate functions, including legal, human resources,

accounting, analytics, finance, marketing and technology, as well as other general business costs.

In the ordinary course of business, our reportable segments enter into transactions with one another. While intersegment

transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized

by the segment that is the counterparty to the transaction are eliminated in consolidation and do not affect consolidated results.

We regularly provide management reports to the CODM that include segment revenue and Adjusted EBITDA. Significant

segment expenses regularly provided to the CODM, and included within Adjusted EBITDA include Payroll, Benefits,

Newsprint & ink, Distribution, Outside services and Digital cost of goods sold.

The CODM uses Adjusted EBITDA to evaluate the performance of the segments and allocate resources. Adjusted

EBITDA provides an assessment of controllable expenses and affords the CODM the ability to make decisions which are

expected to facilitate meeting current financial goals as well as achieve optimal financial performance. Adjusted EBITDA is a

non-GAAP financial performance measure we believe offers a useful view of the overall operation of our businesses and may

be different than similarly-titled measures used by other companies. We define Adjusted EBITDA as Net income (loss)

attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early

extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and

amortization, (7) Integration and reorganization costs, (8) Third-party debt expenses and acquisition costs, (9) Asset

impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based

compensation, (13) Other non-operating (income) expense, net, and (14) Non-recurring items.

Management considers Adjusted EBITDA to be an important metric to evaluate and compare the ongoing operating

performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items that we do not

believe are indicative of each segment's core operating performance.

Asset and asset related information by segment are not key measures of performance used by the CODM function.

Accordingly, we have not disclosed asset and asset related information by segment. Additionally, equity income in

unconsolidated investees, net, interest expense, other non-operating items, net, and provision for income taxes, as reported in

the Consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level.

NOTE 15 — Subsequent events

On February 19, 2025, the Company announced an agreement to sell the Austin American-Statesman to Hearst

Corporation. The transaction is subject to customary closing adjustments and conditions, including regulatory approvals, and is

expected to close in the first quarter of 2025. The Company is in process of calculating the amount of gain on sale associated

with this future sale transaction.