SEC Filing | Lee Enterprises, Inc.

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Lee 10Q 2015 Q2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 29, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6227

LEE ENTERPRISES, INCORPORATED

(Exact name of Registrant as specified in its Charter)




Delaware	42-0823980
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

201 N. Harrison Street, Suite 600, Davenport, Iowa 52801

(Address of principal executive offices)

(563) 383-2100

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “ large accelerated filer, accelerated filer and small reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	[ ]	Accelerated filer	[X]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [X] No [ ]

As of April 30, 2015, 54,535,122 shares of Common Stock of the Registrant were outstanding.



Table Of Contents			PAGE

FORWARD LOOKING STATEMENTS			1

PART I	FINANCIAL INFORMATION		2

	Item 1.	Financial Statements (Unaudited)	2

		Consolidated Balance Sheets - March 29, 2015 and September 28, 2014	2

		Consolidated Statements of Operations and Comprehensive Income - 13 weeks and 26 weeks ended March 29, 2015 and March 30, 2014	4

		Consolidated Statements of Cash Flows - 26 weeks ended March 29, 2015 and March 30, 2014	5

		Notes to Consolidated Financial Statements	6

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

	Item 4.	Controls and Procedures	39

PART II	OTHER INFORMATION		39

	Item 1.	Legal Proceedings	39

	Item 6.	Exhibits	39

SIGNATURES			40

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References to “we”, “our”, “us” and the like throughout this document refer to Lee Enterprises, Incorporated (the "Company"). References to "2015", "2014" and the like refer to the fiscal years ended the last Sunday in September.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This report contains information that may be deemed forward-looking that is based largely on our current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends and other uncertainties, which in some instances are beyond our control, are:

•Our ability to generate cash flows and maintain liquidity sufficient to service our debt;

•Our ability to comply with the financial covenants in our credit facilities;

•Our ability to refinance our debt as it comes due;

•That the warrants issued in our refinancing will not be exercised;

•The impact and duration of adverse conditions in certain aspects of the economy affecting our business;

•Changes in advertising demand;

•Potential changes in newsprint, other commodities and energy costs;

•Interest rates;

•Labor costs;

•Legislative and regulatory rulings;

•Our ability to achieve planned expense reductions;

•Our ability to maintain employee and customer relationships;

•Our ability to manage increased capital costs;

•Our ability to maintain our listing status on the NYSE;

•Competition; and

•Other risks detailed from time to time in our publicly filed documents.

Any statements that are not statements of historical fact (including statements containing the words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions) generally should be considered forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this report. We do not undertake to publicly update or revise our forward-looking statements, except as required by law.

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

LEE ENTERPRISES, INCORPORATED

CONSOLIDATED BALANCE SHEETS

(Unaudited)



(Thousands of Dollars)	March 29 2015	September 28 2014

ASSETS

Current assets:
Cash and cash equivalents	11,350	16,704
Accounts receivable, net	59,551	62,343
Income taxes receivable	146	620
Inventories	5,438	6,655
Deferred income taxes	1,228	1,228
Other	8,064	8,585
Total current assets	85,777	96,135
Investments:
Associated companies	36,128	37,790
Other	10,174	10,661
Total investments	46,302	48,451
Property and equipment:
Land and improvements	23,551	23,645
Buildings and improvements	183,128	180,570
Equipment	289,436	292,209
Construction in process	3,326	4,548
	499,441	500,972
Less accumulated depreciation	346,016	343,601
Property and equipment, net	153,425	157,371
Goodwill	243,729	243,729
Other intangible assets, net	199,077	212,657
Postretirement assets, net	14,860	14,136
Other	36,467	38,796





Total assets	779,637	811,275

The accompanying Notes are an integral part of the Consolidated Financial Statements.

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(Thousands of Dollars and Shares, Except Per Share Data)	March 29 2015		September 28 2014

LIABILITIES AND EQUITY

Current liabilities:
Current maturities of long-term debt	27,400		31,400
Accounts payable	18,787		27,245
Compensation and other accrued liabilities	24,397		24,348
Accrued interest	4,677		4,812
Unearned revenue	30,699		30,903
Total current liabilities	105,960		118,708
Long-term debt, net of current maturities	736,850		773,350
Pension obligations	49,021		50,170
Postretirement and postemployment benefit obligations	10,519		10,359
Deferred income taxes	20,909		14,766
Income taxes payable	5,492		5,097
Other	16,031		16,369
Total liabilities	944,782		988,819
Equity (deficit):
Stockholders' equity (deficit):
Serial convertible preferred stock, no par value; authorized 500 shares; none issued	—		—
Common Stock, $0.01 par value; authorized 120,000 shares; issued and outstanding:	545		537
March 29, 2015; 54,528 shares;
September 28, 2014; 53,747 shares
Class B Common Stock, $2 par value; authorized 30,000 shares; none issued	—		—
Additional paid-in capital	246,488		245,323
Accumulated deficit	(402,729	)	(414,282	)
Accumulated other comprehensive loss	(10,215	)	(9,831	)
Total stockholders' deficit	(165,911	)	(178,253	)
Non-controlling interests	766		709
Total deficit	(165,145	)	(177,544	)
Total liabilities and deficit	779,637		811,275

The accompanying Notes are an integral part of the Consolidated Financial Statements.

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LEE ENTERPRISES, INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)



	13 Weeks Ended				26 Weeks Ended
(Thousands of Dollars, Except Per Common Share Data)	March 29 2015		March 30 2014		March 29 2015		March 30 2014

Operating revenue:
Advertising and marketing services	97,665		102,720		213,142		225,110
Subscription	48,111		41,952		98,509		87,405
Other	9,753		9,421		20,032		18,963
Total operating revenue	155,529		154,093		331,683		331,478
Operating expenses:
Compensation	61,236		59,071		123,173		121,212
Newsprint and ink	7,661		9,334		16,507		19,895
Other operating expenses	55,839		52,712		115,021		107,870
Depreciation	4,686		5,275		9,301		10,407
Amortization of intangible assets	6,880		6,916		13,760		13,809
Loss (gain) on sales of assets, net	5		(1,641	)	(252	)	(1,631	)
Workforce adjustments	640		299		851		506
Total operating expenses	136,947		131,966		278,361		272,068
Equity in earnings of associated companies	1,653		1,593		4,410		4,512
Operating income	20,235		23,720		57,732		63,922
Non-operating income (expense):
Financial income	102		101		180		221
Interest expense	(18,403	)	(20,552	)	(37,193	)	(41,379	)
Debt financing costs	(1,493	)	(99	)	(2,595	)	(203	)
Other, net	2,318		27		1,140		121
Total non-operating expense, net	(17,476	)	(20,523	)	(38,468	)	(41,240	)
Income before income taxes	2,759		3,197		19,264		22,682
Income tax expense	717		1,492		7,215		8,875
Net income	2,042		1,705		12,049		13,807
Net income attributable to non-controlling interests	(242	)	(219	)	(496	)	(429	)
Income attributable to Lee Enterprises, Incorporated	1,800		1,486		11,553		13,378
Other comprehensive loss, net of income taxes	(192	)	(442	)	(384	)	(883	)
Comprehensive income attributable to Lee Enterprises, Incorporated	1,608		1,044		11,169		12,495
Earnings per common share:
Basic:	0.03		0.03		0.22		0.26
Diluted:	0.03		0.03		0.21		0.25

The accompanying Notes are an integral part of the Consolidated Financial Statements.

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LEE ENTERPRISES, INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	26 Weeks Ended
(Thousands of Dollars)	March 29 2015		March 30 2014

Cash provided by operating activities:
Net income	12,049		13,807
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,061		24,216
Gain on sales of assets, net	(252	)	(1,631	)
Amortization of debt present value adjustment	—		2,394
Stock compensation expense	1,083		684
Distributions greater than earnings of MNI	1,444		1,309
Deferred income tax expense	6,411		62
Debt financing costs	2,595		175
Changes in operating assets and liabilities:
Decrease in receivables	2,792		1,896
Decrease (increase) in inventories and other	1,716		(559	)
Decrease in accounts payable, compensation and other accrued liabilities and unearned revenue	(8,748	)	(12,607	)
Decrease in pension, postretirement and postemployment benefit obligations	(2,365	)	(3,205	)
Change in income taxes receivable or payable	869		8,711
Other, net	(1,190	)	(507	)
Net cash provided by operating activities	39,465		34,745
Cash provided by (required for) investing activities:
Purchases of property and equipment	(5,675	)	(4,895	)
Decrease in restricted cash	441		—
Proceeds from sales of assets	868		2,170
Distributions greater (less) than earnings of TNI	218		(511	)
Other, net	(180	)	—
Net cash required for investing activities	(4,328	)	(3,236	)
Cash provided by (required for) financing activities:
Proceeds from long-term debt	5,000		—
Payments on long-term debt	(45,500	)	(34,500	)
Debt financing costs paid	(82	)	(268	)
Common stock transactions, net	91		575
Net cash required for financing activities	(40,491	)	(34,193	)
Net decrease in cash and cash equivalents	(5,354	)	(2,684	)
Cash and cash equivalents:
Beginning of period	16,704		17,562
End of period	11,350		14,878

The accompanying Notes are an integral part of the Consolidated Financial Statements.

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LEE ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1	BASIS OF PRESENTATION

The accompanying unaudited, interim, Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports. In the opinion of management, these financial statements contain all adjustments (consisting of only normal recurring items) necessary to present fairly the financial position of Lee Enterprises, Incorporated and subsidiaries (the “Company”) as of March 29, 2015 and their results of operations and cash flows for the periods presented. The Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company's 2014 Annual Report on Form 10-K.

Because of seasonal and other factors, the results of operations for the 13 weeks and 26 weeks ended March 29, 2015 are not necessarily indicative of the results to be expected for the full year.

References to “we”, “our”, “us” and the like throughout the Consolidated Financial Statements refer to the Company. References to “2015”, “2014” and the like refer to the fiscal years ended the last Sunday in September.

The Consolidated Financial Statements include our accounts and those of our subsidiaries, all of which are wholly-owned, except for our 50% interest in TNI Partners (“TNI”), 50% interest in Madison Newspapers, Inc. (“MNI”), and 82.5% interest in INN Partners, L.C.

2INVESTMENTS IN ASSOCIATED COMPANIES

TNI Partners

In Tucson, Arizona, TNI, acting as agent for our subsidiary, Star Publishing Company (“Star Publishing”), and Citizen Publishing Company (“Citizen”), a subsidiary of Gannett Co. Inc., is responsible for printing, delivery, advertising, and subscription activities of the Arizona Daily Star as well as the related digital platforms and specialty publications. TNI collects all receipts and income and pays substantially all operating expenses incident to the partnership's operations and publication of the newspapers and other media.

Income or loss of TNI (before income taxes) is allocated equally to Star Publishing and Citizen.

Summarized results of TNI are as follows:



	13 Weeks Ended		26 Weeks Ended
(Thousands of Dollars)	March 29 2015	March 30 2014	March 29 2015	March 30 2014

Operating revenue	14,373	15,065	29,973	31,137
Operating expenses, excluding workforce adjustments, depreciation and amortization	11,745	12,297	23,847	24,667
Workforce adjustments	—	—	—	(87	)
Operating income	2,628	2,768	6,126	6,557
Company's 50% share of operating income	1,314	1,384	3,063	3,279
Less amortization of intangible assets	105	104	209	209
Equity in earnings of TNI	1,209	1,280	2,854	3,070

Star Publishing's 50% share of TNI depreciation and certain general and administrative expenses (income) associated with its share of the operation and administration of TNI are reported as operating expenses (benefit) in our Consolidated Statements of Operations and Comprehensive Income. These amounts totaled $(130,000) and $(41,000) in the 13 weeks ended March 29, 2015 and March 30, 2014, respectively, and totaled $(198,000) and $(34,000) in the 26 weeks ended March 29, 2015 and March 30, 2014, respectively.

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Annual amortization of intangible assets is estimated to be $418,000 in each of the 52 week periods ending March 2016, March 2017, March 2018, the 53 week period ending March 2019 and in the 52 week period ending March 2020.

Madison Newspapers, Inc.

We have a 50% ownership interest in MNI, which publishes daily and Sunday newspapers, and other publications in Madison, Wisconsin, and other Wisconsin locations, and operates their related digital platforms. Net income or loss of MNI (after income taxes) is allocated equally to us and The Capital Times Company (“TCT”). MNI conducts its business under the trade name Capital Newspapers.

Summarized results of MNI are as follows:



	13 Weeks Ended		26 Weeks Ended
(Thousands of Dollars)	March 29 2015	March 30 2014	March 29 2015	March 30 2014

Operating revenue	16,022	16,119	34,678	33,432
Operating expenses, excluding workforce adjustments, depreciation and amortization	14,178	14,597	28,810	27,856
Workforce adjustments	47	229	57	229
Depreciation and amortization	463	398	927	794
Operating income	1,334	895	4,884	4,553
Net income	888	625	3,112	2,885
Equity in earnings of MNI	444	313	1,556	1,442


3	GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:



	26 Weeks Ended
(Thousands of Dollars)	March 29 2015

Goodwill, gross amount	1,532,458
Accumulated impairment losses	(1,288,729	)
Goodwill, beginning of period	243,729
Goodwill, end of period	243,729

Identified intangible assets consist of the following:



(Thousands of Dollars)	March 29 2015	September 28 2014

Nonamortized intangible assets:
Mastheads	25,102	25,102
Amortizable intangible assets:
Customer and newspaper subscriber lists	686,912	686,732
Less accumulated amortization	512,937	499,178
	173,975	187,554
Noncompete and consulting agreements	28,524	28,524
Less accumulated amortization	28,524	28,523
	—	1
	199,077	212,657

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Annual amortization of intangible assets for the 52 week periods ending March 2016, March 2017, March 2018, the 53 week period ending March 2019 and the 52 week period ending March 2020, is estimated to be $26,625,000, $25,428,000, $20,788,000, $16,546,000 and $15,382,000, respectively.


4	DEBT

In January 2012, in conjunction with the effectiveness of our plan of reorganization (the "Plan") under Chapter 11 of the U.S. Bankruptcy Code, we refinanced all of our debt. The Plan refinanced our then-existing credit agreement and extended the April 2012 maturity in a structure of first and second lien debt with the existing lenders. We also amended the Pulitzer Notes, as discussed more fully below (and certain capitalized terms used below defined), and extended the April 2012 maturity with the existing Noteholders.

In May 2013, we again refinanced the $94,000,000 remaining balance of the Pulitzer Notes (the “New Pulitzer Notes”).

On March 31, 2014, we completed a comprehensive refinancing of our remaining debt, exclusive of the New Pulitzer Notes (the “2014 Refinancing”), which includes the following:


•	$400,000,000 aggregate principal amount of 9.5% Senior Secured Notes (the “Notes”), pursuant to an Indenture dated as of March 31, 2014 (the “Indenture”) among the Company, certain subsidiaries party thereto from time to time (the “Subsidiary Guarantors”), U.S. Bank National Association, as Trustee (the "Notes Trustee"), and Deutsche Bank Trust Company Americas, as Collateral Agent;

•

$250,000,000 first lien term loan (the "1st Lien Term Loan") and $40,000,000 revolving facility (the "Revolving Facility") under a First Lien Credit Agreement dated as of March 31, 2014 (together the “1^st Lien Credit Facility”) among the Company, the lenders party thereto from time to time (the “1^st Lien Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent; and


•	$150,000,000 second lien term loan under a Second Lien Loan Agreement dated as of March 31, 2014 (the “2^nd Lien Term Loan”) among the Company, the lenders party thereto from time to time (the “2^nd Lien Lenders”), and Wilmington Trust, National Association, as Administrative Agent and Collateral Agent.

The Notes, 1^st Lien Credit Facility and 2^nd Lien Term Loan enabled us to repay in full, including accrued interest, and terminate, on March 31, 2014: (i) the remaining principal balance of $593,000,000 under our previous 1^st lien agreement, and related subsidiary guaranty, security and pledge agreements, intercompany subordination and intercreditor agreements; and (ii) the remaining principal balance of $175,000,000 under our previous 2^ndlien agreement, and related subsidiary guaranty, security and pledge agreements, intercompany subordination and intercreditor agreements. We also used the proceeds of the refinancing to pay fees and expenses totaling $30,931,000 related to the 2014 Refinancing.

Notes

The Notes are senior secured obligations of the Company and mature on March 15, 2022. The Notes were sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

Interest

The Notes require payment of interest semiannually on March 15 and September 15 of each year, at a fixed annual rate of 9.5%. Interest on the Notes accrues from March 31, 2014.

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Redemption

We may redeem some, or all, of the principal amount of the Notes at any time on or after March 15, 2018 as follows:



Period Beginning	Percentage of Principal Amount

March 15, 2018	104.75
March 15, 2019	102.375
March 15, 2020	100

We may also redeem up to 35% of the Notes prior to March 15, 2017 at 109.5% of the principal amount using the proceeds of certain future equity offerings.

If we sell certain of our assets or experience specific kinds of changes of control, we must, subject to certain exceptions, offer to purchase the Notes. Any redemption of the Notes must also satisfy any accrued and unpaid interest thereon.

Security

The Notes are unconditionally guaranteed on a senior secured basis by each of our material domestic subsidiaries in which the Company holds a direct or indirect interest of more than 50% and which guaranty indebtedness for borrowed money, including the 1^st Lien Credit Facility. Material domestic subsidiaries of the Company that are currently excluded from such subsidiary guarantee obligations under the Notes are MNI, except as noted below, our wholly-owned subsidiary, Pulitzer Inc. ("Pulitzer"), and its subsidiaries (collectively, the “Pulitzer Subsidiaries”) and TNI.

At such time as the New Pulitzer Notes, as discussed more fully below, are satisfied, including any successor debt (the “Pulitzer Debt Satisfaction Date”), the Notes will also be guaranteed, on a second-priority basis, by Pulitzer and each Pulitzer Subsidiary that guarantees the indebtedness under the 2^nd Lien Term Loan or other borrowings incurred by the Company or any subsidiary guarantor.

The Notes and the subsidiary guarantees are secured, subject to certain exceptions, priorities and limitations in the various agreements, by a lien on all property and assets of the Company and each subsidiary guarantor, other than the capital stock of MNI and any property and assets of MNI, Pulitzer, each Pulitzer Subsidiary and TNI (the “Lee Legacy Collateral”), on a first-priority basis, equally and ratably with all of the Company’s and the subsidiary guarantors’ existing and future obligations under the 1^st Lien Credit Facility, pursuant to a Security Agreement dated as of March 31, 2014 (the “Notes Security Agreement”) among the Company and the subsidiary guarantors (collectively, the “Notes Assignors”) and Deutsche Bank Trust Company Americas.

Certain of the Notes Assignors, separately, have granted first lien mortgages or deeds of trust, covering their material real estate and improvements for the benefit of the holders of the Notes.

Also, the Notes are secured, subject to certain exceptions, priorities and limitations in the various agreements, by first priority security interests in the capital stock of, and other equity interests owned by the Notes Assignors pursuant to the Notes Security Agreement.

Prior to the Pulitzer Debt Satisfaction Date, none of the property and assets of Pulitzer and the Pulitzer Subsidiaries (collectively, the “Pulitzer Collateral”) will be pledged to secure the Notes or the subsidiary guarantees. The Pulitzer Collateral includes the 50% interest in TNI owned by Star Publishing, but excludes any tangible and intangible assets owned by Star Publishing that are used by TNI in the conduct of its business. After the Pulitzer Debt Satisfaction Date, the Notes and the subsidiary guarantees will be secured, subject to permitted liens, by a lien on the Pulitzer Collateral owned by each of the Pulitzer Subsidiaries that become subsidiary guarantors on a second-priority basis, equally and ratably with all of the Company’s and the subsidiary guarantors’ existing and future obligations under the 1^st Lien Credit Facility and certain other indebtedness for borrowed money incurred by the Company or any subsidiary guarantor.

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The rights of the Notes Trustee and the 1^st Lien Lenders with respect to the Lee Legacy Collateral are subject to:


•	A Pari Passu Intercreditor Agreement dated as of March 31, 2014 (the “Pari Passu Intercreditor Agreement”) among the Company, the other Grantors party thereto, JPMorgan Chase Bank, N.A., U.S. Bank National Association and Deutsche Bank Trust Company Americas; and


•	A Junior Intercreditor Agreement dated as of March 31, 2014 (the “Junior Intercreditor Agreement”) among the Company, the other Grantors party hereto, JPMorgan Chase Bank, N.A., U.S. Bank National Association, Deutsche Bank Trust Company Americas and Wilmington Trust, National Association.

Covenants and Other Matters

The Indenture contains certain of the restrictive covenants in the 1^st Lien Credit Facility, as discussed more fully below, and limitations on our use of the Pulitzer Subsidiaries’ cash flows. However, many of these covenants will cease to apply if the Notes are rated investment grade by either Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Group and there is no default or event of default under the Indenture.

1^st Lien Credit Facility

The 1^st Lien Credit Facility consists of the $250,000,000 1^st Lien Term Loan that matures in March 2019 and the $40,000,000 Revolving Facility that matures in December 2018. The 1^st Lien Credit Facility documents the primary terms of the 1^st Lien Term Loan and the Revolving Facility. The Revolving Facility may be used for working capital and general corporate purposes (including letters of credit). At March 29, 2015, after consideration of letters of credit, we have approximately $32,605,000 available for future use under the Revolving Facility.

Interest

Interest on the 1^st Lien Term Loan, which has a principal balance of $205,250,000 at March 29, 2015, accrues at either (at our option) LIBOR plus 6.25% (with a LIBOR floor of 1.0%) or at a base rate equal to highest of (i) the prime rate at the time, (ii) the federal funds rate plus 0.5%, or (iii) one month LIBOR plus 1.0%, plus 5.25% (with a base rate floor of 2.0%), and is payable quarterly.

The 1^st Lien Term Loan was funded with original issue discount of 2.0%, or $5,000,000, which will be amortized as interest expense over the life of the 1^st Lien Term Loan.

Interest on the Revolving Facility, which has a principal balance of zero at March 29, 2015, accrues at either (at our option) LIBOR plus 5.5%, or at a base rate equal to highest of (i) the prime rate at the time, (ii) the federal funds rate plus 0.5%, or (iii) one month LIBOR plus 1.0%, plus 4.5%.

Principal Payments

Quarterly principal payments of $6,250,000 are required under the 1^st Lien Term Loan, with other payments made either voluntarily, based on 90% of excess cash flow, as defined, or from proceeds of asset sales, as defined. We may voluntarily prepay principal amounts outstanding or reduce commitments under the 1^st Lien Credit Facility at any time without premium or penalty, upon proper notice and subject to certain limitations as to minimum amounts of prepayments.

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2015 payments made, or required to be made for the remainder of the year, under the 1^st Lien Term Loan are summarized as follows:



	13 Weeks Ended		13 Weeks Ending
(Thousands of Dollars)	December 28 2014	March 29 2015	June 28 2015	September 27 2015

Mandatory	6,250	6,250	6,250	6,250
Voluntary	5,000	4,000	—	—
Asset sales	—	—	—	—
Excess cash flow	—	—	—	—
	11,250	10,250	6,250	6,250

2014 payments made under the 1^stLien Term Loan or previous 1^stlien agreement are summarized as follows:



				13 Weeks Ended
(Thousands of Dollars)	December 29 2013	March 30 2014	June 29 2014	September 28 2014

Mandatory	3,000	3,000	6,250	6,250
Voluntary	3,350	5,500	10,750	—
Asset sales	150	1,500	—	—
Excess cash flow	—	—	—	—
	6,500	10,000	17,000	6,250

Security

The 1^st Lien Credit Facility is secured, subject to certain priorities and limitations in the various agreements, by perfected security interests in substantially all the assets of the Company and guaranteed by the Subsidiary Guarantors (together with the Company, the “1^st Lien Assignors”), pursuant to a First Lien Guarantee and Collateral Agreement dated as of March 31, 2014 (the “1^st Lien Guarantee and Collateral Agreement”) among the Company, the Subsidiary Guarantors and JPMorgan Chase Bank, N.A. (the "1^st Lien Collateral Agent"), on a first-priority basis, equally and ratably with all of the Company’s and the Subsidiary Guarantors’ existing and future obligations under the Notes. The 1^st Lien Assignors’ pledged assets include, among other things, equipment, inventory, accounts receivables, depository accounts, intellectual property and certain of their other tangible and intangible assets (excluding the assets of Pulitzer, the Pulitzer Subsidiaries, and TNI and the capital stock or assets of MNI).

Under the 1^st Lien Credit Facility, certain of the 1^st Lien Assignors, separately, have granted first lien mortgages or deeds of trust, subject to all relevant terms and conditions of the applicable intercreditor agreements, covering certain real estate and improvements, to the 1^st Lien Lenders (excluding the real estate of Pulitzer, the Pulitzer Subsidiaries, TNI and MNI).

The 1^st Lien Credit Facility is also secured by a pledge of interests in all of the capital stock of and other equity interests owned by the 1^st Lien Assignors (excluding the capital stock and equity interests held by Pulitzer and the Pulitzer Subsidiaries, as well as the capital stock and equity interest of MNI and TNI, respectively).

The rights of the 1^st Lien Collateral Agent with respect to the Lee Legacy Collateral are subject to:


•	The Pari Passu Intercreditor Agreement;


•	The Junior Intercreditor Agreement; and


•	An Intercompany Subordination Agreement dated as of March 31, 2014 (the “1^st Lien Intercompany Subordination Agreement”) among the Company, Subsidiary Guarantors, Pulitzer, Pulitzer Subsidiaries and JPMorgan Chase Bank, N.A.

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Covenants and Other Matters

The 1^st Lien Credit Facility requires that we comply with certain affirmative and negative covenants customary for financing of this nature, including maintenance of a maximum total leverage ratio, which is only applicable to the Revolving Facility.

The 1^st Lien Credit Facility restricts us from paying dividends on our Common Stock and generally restricts us from repurchasing Common Stock, unless in each case no default shall have occurred and we have satisfied certain financial measurements. Further, the 1^st Lien Credit Facility restricts or limits, among other things, subject to certain exceptions, the ability of the Company and its subsidiaries to: (i) incur indebtedness, (ii) enter into mergers, acquisitions and asset sales, (iii) incur or create liens and (iv) enter into transactions with certain affiliates. The 1^st Lien Credit Facility contains various representations and warranties and may be terminated upon occurrence of certain events of default. The 1^st Lien Credit Facility also contains cross-default provisions tied to the terms of each of the Indenture, 2^nd Lien Term Loan and New Pulitzer Notes.

2^nd Lien Term Loan

The 2^nd Lien Term Loan, which has a balance of $150,000,000 at March 29, 2015, bears interest at a fixed annual rate of 12.0%, payable quarterly, and matures in December 2022.

Principal Payments

There are no scheduled mandatory payments required under the 2^nd Lien Term Loan.

Under the 2^nd Lien Term Loan, excess cash flows of Pulitzer and the Pulitzer Subsidiaries, as defined and subject to certain other conditions, must be used, (i) first, to repay the outstanding amount of the New Pulitzer Notes and (ii) second, (a) at any time after the Pulitzer Debt Satisfaction Date but prior to March 31, 2017, to make an offer to the 2^nd Lien Lenders (which offer the 2^nd Lien Lenders may accept or reject), to pay amounts under the 2^nd Lien Term Loan at par and (b) at any time after the Pulitzer Debt Satisfaction Date and on or after March 31, 2017, to pay such amounts under the 2^nd Lien Term Loan at par.

The definition of excess cash flows of Pulitzer includes a deduction for interest costs incurred under the 2^nd Lien Term Loan after the Pulitzer Debt Satisfaction Date. In addition, other changes to settlement of certain intercompany costs between the Company and Pulitzer will also be effected after the Pulitzer Debt Satisfaction Date, with the net result being a reduction in the excess cash flows of Pulitzer from historical levels.

After the Pulitzer Debt Satisfaction Date, subject to certain other conditions in the 2^nd Lien Term Loan the balance of the 2^nd Lien Term Loan can, or will be, reduced at par from proceeds from asset sales by Pulitzer or the Pulitzer Subsidiaries.

Voluntary payments under the 2^nd Lien Term Loan are otherwise subject to call premiums as follows:



Period Beginning	Percentage of Principal Amount

March 31, 2014	112
March 31, 2017	106
March 31, 2018	103
March 31, 2019	100

Security

The 2^nd Lien Term Loan is fully and unconditionally guaranteed on a joint and several basis by the Company, Subsidiary Guarantors, Pulitzer and the Pulitzer Subsidiaries (collectively, the “2^nd Lien Assignors”), other than MNI and TNI, pursuant to a Second Lien Guarantee and Collateral Agreement dated as of March 31, 2014 (the “2^nd Lien Guarantee and Collateral Agreement”) among the 2^nd Lien Assignors and Wilmington Trust, National Association.

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Under the 2^nd Lien Guarantee and Collateral Agreement, the 2^nd Lien Assignors have granted (i) second priority security interests, subject to certain priorities and limitations in the various agreements, on substantially all of their tangible and intangible assets, including the stock and other equity interests owned by the 2^nd Lien Assignors, and (ii) have granted second lien mortgages or deeds of trust covering certain real estate, as collateral for the payment and performance of their obligations under the 2^nd Lien Term Loan. Assets of, or used in the operations or business of, TNI and our ownership interest in, and assets of, MNI are excluded.

Assets of Pulitzer and the Pulitzer Subsidiaries, excluding assets of or assets used in the operations or business of, TNI, will become subject to (i) a first priority security interest in favor of the 2^nd Lien Lenders; and (ii) a second priority security interest in favor of the secured parties under the 1^st Lien Credit Facility, as applicable, upon the Pulitzer Debt Satisfaction Date.

The 2^nd Lien Guarantee and Collateral Agreement is subject to:


•	The Junior Intercreditor Agreement;

•

An Intercreditor Agreement dated as of January 30, 2012 among The Bank of New York Mellon Trust Company, N.A., Wilmington Trust, National Association, Pulitzer and the Pulitzer Subsidiaries, as amended by the First Amendment to Intercreditor Agreement dated May 1, 2013, and as further amended by the Second Amendment to Intercreditor Agreement dated as of March 31, 2014 (the “Second Amendment to Pulitzer Intercreditor Agreement”); and


•	An Intercompany Subordination Agreement dated as of March 31, 2014 (the “Pulitzer Intercompany Subordination Agreement”) among the Company, the Subsidiary Guarantors, Pulitzer, Pulitzer Subsidiaries and Wilmington Trust, National Association.

Covenants and Other Matters

The 2^nd Lien Term Loan requires that we comply with certain affirmative and negative covenants customary for financing of this nature, including the negative covenants under the 1^st Lien Credit Facility discussed above. The 2^nd Lien Term Loan contains various representations and warranties and may be terminated upon occurrence of certain events of default. The 2^nd Lien Term Loan also contains cross-default provisions tied to the terms of the Indenture, 1^st Lien Credit Facility and the New Pulitzer Notes.

In connection with the 2^nd Lien Term Loan, we entered into a Warrant Agreement dated as of March 31, 2014 (the “Warrant Agreement”) between the Company and Wells Fargo Bank, National Association. Under the Warrant Agreement, certain affiliates or designees of the 2^nd Lien Lenders received on March 31, 2014 their pro rata share of warrants to purchase, in cash, an initial aggregate of 6,000,000 shares of Common Stock, subject to adjustment pursuant to anti-dilution provisions (the “Warrants”). The Warrants represent, when fully exercised, approximately 10.1% of shares of Common Stock outstanding at March 30, 2014 on a fully diluted basis. The exercise price of the Warrants is $4.19 per share.

The Warrant Agreement contains a cash settlement provision in the event of a change of control prior to March 31, 2018 as well as other provisions requiring the Warrants be measured at fair value and included in other liabilities in our Consolidated Balance Sheets. We remeasure the liability to fair value each reporting period, with changes reported in other non-operating income (expense). The initial fair value of the Warrants was $16,930,000. At September 28, 2014, the fair value of the Warrants was $10,808,000. At March 29, 2015, the fair value of the Warrants is $10,029,000.

In connection with the issuance of the Warrants, we entered into a Registration Rights Agreement dated as of March 31, 2014 (the “Registration Rights Agreement”). The Registration Rights Agreement requires, among other matters, that we use our commercially reasonable efforts to maintain the effectiveness for certain specified periods of a shelf registration statement related to the shares of Common Stock to be issued upon exercise of the Warrants.

New Pulitzer Notes

In conjunction with its formation in 2000, St. Louis Post-Dispatch LLC ("PD LLC") borrowed $306,000,000 (the “Pulitzer Notes”) from a group of institutional lenders (the “Noteholders”). The Pulitzer Notes were guaranteed

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by Pulitzer pursuant to a Guaranty Agreement with the Noteholders. The aggregate principal amount of the Pulitzer Notes was payable in April 2009.

In February 2009, the Pulitzer Notes and the Guaranty Agreement were amended (the “Notes Amendment”). Under the Notes Amendment, PD LLC repaid $120,000,000 of the principal amount of the debt obligation. The remaining debt balance of $186,000,000 was refinanced by the Noteholders until April 2012.

In January 2012, in connection with the Plan, we entered into an amended Note Agreement and Guaranty Agreement, which amended the Pulitzer Notes and extended the maturity with the Noteholders. After consideration of unscheduled principal payments totaling $15,145,000 ($10,145,000 in December 2011 and $5,000,000 in January 2012), offset by $3,500,000 of non-cash fees paid to the Noteholders in the form of additional Pulitzer Notes debt, the amended Pulitzer Notes had a balance of $126,355,000 in January 2012.

In May 2013, we refinanced the $94,000,000 remaining balance of the Pulitzer Notes (the “New Pulitzer Notes”) with BH Finance LLC ("Berkshire") a subsidiary of Berkshire Hathaway Inc.

The New Pulitzer Notes bear interest at a fixed rate of 9.0%, payable quarterly. Pulitzer is a co-borrower under the New Pulitzer Notes, which eliminated the former Guaranty Agreement made by Pulitzer under the Pulitzer Notes.

Principal Payments

At March 29, 2015, the balance of the New Pulitzer Notes is $9,000,000. We may voluntarily prepay principal amounts outstanding under the New Pulitzer Notes at any time, in whole or in part, without premium or penalty (except as noted below), upon proper notice, and subject to certain limitations as to minimum amounts of prepayments. The New Pulitzer Notes provide for mandatory scheduled prepayments totaling $6,400,000 annually.

In addition to the scheduled payments, we are required to make mandatory prepayments under the New Pulitzer Notes under certain other conditions, such as from the net proceeds from asset sales. The New Pulitzer Notes also require us to accelerate future payments in the amount of our quarterly excess cash flow, as defined. The acceleration of such payments due to future asset sales or excess cash flow does not change the due dates of other New Pulitzer Notes payments prior to the final maturity in April 2017.

The New Pulitzer Notes are subject to a 5% redemption premium if 100% of the remaining balance of the New Pulitzer Notes is again refinanced by lenders, the majority of which are not holders of the New Pulitzer Notes at the time of such refinancing. This redemption premium is not otherwise applicable to any of the types of payments noted above.

2015 payments made, or required to be made for the remainder of the year, under the New Pulitzer Notes are summarized below.



	13 Weeks Ended		13 Weeks Ending
(Thousands of Dollars)	December 28 2014	March 29 2015	June 28 2015	September 27 2015

Mandatory	4,000	2,400	—	—
Voluntary	—	7,520	—	—
Asset sales	—	80	—	—
Excess cash flow	—	—	—	—
	4,000	10,000	—	—

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2014 payments made under the New Pulitzer Notes are summarized as follows:



				13 Weeks Ended
(Thousands of Dollars)	December 29 2013	March 30 2014	June 29 2014	September 28 2014

Mandatory	6,400	—	—	—
Voluntary	1,600	10,000	13,000	9,000
Asset sales	—	—	—	—
Excess cash flow	—	—	—	—
	8,000	10,000	13,000	9,000

Security

Obligations under the New Pulitzer Notes are fully and unconditionally guaranteed on a joint and several basis by Pulitzer's existing and future subsidiaries other than PD LLC and TNI. The New Pulitzer Notes are also secured by first priority security interests in the stock and other equity interests owned by Pulitzer's subsidiaries including the 50% ownership interest in TNI. Also, Pulitzer, certain of its subsidiaries and PD LLC granted a first priority security interest on substantially all of its tangible and intangible assets, excluding the assets of Star Publishing leased to, or used in the operations or business of, TNI and granted deeds of trust covering certain real estate in the St. Louis area, as collateral for the payment and performance of their obligations under the New Pulitzer Notes.

Covenants and Other Matters

The New Pulitzer Notes contain certain covenants and conditions including the maintenance, by Pulitzer, of minimum trailing 12 month EBITDA (minimum of $24,200,000 beginning March 29, 2015), as defined in the New Pulitzer Notes agreement, and limitations on capital expenditures and the incurrence of other debt. Our actual trailing 12 month EBITDA at March 29, 2015 is $41,505,000.

Further, the New Pulitzer Notes have limitations or restrictions on distributions, loans, advances, investments, acquisitions, dispositions and mergers. Such covenants require that substantially all future cash flows of Pulitzer are required to be directed first toward repayment of the New Pulitzer Notes and that cash flows of Pulitzer are largely segregated from those of the Company, exclusive of Pulitzer.

Other

The refinancing of the Pulitzer Notes with the New Pulitzer Notes resulted in the acceleration of $1,565,000 of a present value adjustment, which was partially offset by eliminating deferred interest expense of $1,189,000, and the net amount of which was recognized in 2013. Expenses related to the issuance of the New Pulitzer Notes are capitalized as debt issuance costs and will be amortized until the Pulitzer Debt Satisfaction Date.

We incurred $30,931,000 of fees and expenses related to the 2014 Refinancing, including a $1,750,000 premium (1% of the principal amount) related to the redemption of the previous 2^nd lien agreement and $5,000,000 original issue discount on the 1^st Lien Term Loan. In addition, at the date of the 2014 Refinancing we had $10,549,000 of unamortized present value adjustments related to the previous 1^st lien agreement and previous 2^nd lien agreement. We also recognized original issue discount of $16,930,000 on the 2^nd Lien Term Loan related to the Warrants. Certain of the unamortized present value adjustments, the new fees and expenses and a portion of the value of the Warrants were charged to expense upon completion of the 2014 Refinancing while the remainder of such costs have been capitalized and are being amortized over the lives of the respective debt agreements.

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Debt financing costs are summarized as follows:



(Thousands of Dollars)

Prepayment premium - previous 2^nd lien agreement		1,750
Unamortized loan fees from previous credit agreements		10,549
Fees paid in cash to arrangers, lenders, attorneys and others		24,181
Original issue discount - 1^st Lien Term Loan		5,000
Fair value of Warrants granted to 2nd Lien Lenders		16,930
		58,410
Charged to expense as a result of debt extinguishment		20,591
Capitalized debt financing costs		37,819

Amortization of debt financing costs totaled $1,307,000 and $2,336,000 in the 13 weeks and 26 weeks ended March 29, 2015, respectively. Amortization of such costs is estimated to total $3,999,000 in 2015, $4,208,000 in 2016, $4,397,000 in 2017, $4,525,000 in 2018 and $4,281,000 in 2019. At March 29, 2015 we have $34,147,000 of unamortized debt financing costs included in other assets in our Consolidated Balance Sheets.

Debt is summarized as follows:



			Interest Rates (%)
(Thousands of Dollars)	March 29 2015	September 28 2014	March 29 2015

Revolving Facility	—	5,000	5.65
1st Lien Term Loan	205,250	226,750	7.25
Notes	400,000	400,000	9.50
2^ndLien Term Loan	150,000	150,000	12.00
New Pulitzer Notes	9,000	23,000	9.00
	764,250	804,750
Less current maturities of long-term debt	27,400	31,400
Total long-term debt	736,850	773,350

At March 29, 2015, our weighted average cost of debt, excluding amortization of debt financing costs, is 9.4%.

Aggregate maturities of debt total $12,500,000 for the remainder of 2015, $31,400,000 in 2016, $27,600,000 in 2017, $25,000,000 in 2018, $117,750,000 in 2019 and $550,000,000 thereafter.

Liquidity

At March 29, 2015, after consideration of letters of credit, we have approximately $32,605,000 available for future use under our Revolving Facility. Including cash, our liquidity at March 29, 2015 totals $43,955,000. This liquidity amount excludes any future cash flows. We expect all interest and principal payments due in the next twelve months will be satisfied by our cash flows, which will allow us to maintain an adequate level of liquidity. The Warrants, if and when exercised, would provide additional liquidity in an amount up to $25,140,000.

The 2014 Refinancing significantly enhances our debt maturity profile. Final maturities of our debt have been extended to dates from April 2017 through December 2022. As a result, refinancing risk has been substantially reduced for the next several years.

There are numerous potential consequences under the Notes, 1st Lien Credit Facility, 2nd Lien Term Loan, and the New Pulitzer Notes, if an event of default, as defined, occurs and is not remedied. Many of those consequences are beyond our control. The occurrence of one or more events of default would give rise to the right of the applicable lender(s) to exercise their remedies under the Notes, 1st Lien Credit Facility, 2nd Lien Term Loan, and the New Pulitzer Notes, respectively, including, without limitation, the right to accelerate all outstanding debt and take actions authorized in such circumstances under applicable collateral security documents.

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Our ability to operate as a going concern is dependent on our ability to remain in compliance with debt covenants and to refinance or amend our debt agreements as they become due, or earlier if available liquidity is consumed. The Notes, 1st Lien Credit Facility and 2nd Lien Term Loan have only limited affirmative covenants with which we are required to maintain compliance. We are in compliance with our debt covenants at March 29, 2015.


5	PENSION, POSTRETIREMENT AND POSTEMPLOYMENT DEFINED BENEFIT PLANS

We have several noncontributory defined benefit pension plans that together cover selected employees. Benefits under the plans were generally based on salary and years of service. All benefits are frozen and no additional benefits are being accrued. Our liability and related expense for benefits under the plans are recorded over the service period of active employees based upon annual actuarial calculations. Plan funding strategies are influenced by government regulations and income tax laws. Plan assets consist primarily of domestic and foreign corporate equity securities, government and corporate bonds, hedge fund investments and cash.

In addition, we provide retiree medical and life insurance benefits under postretirement plans at several of our operating locations. The level and adjustment of participant contributions vary depending on the specific plan. PD LLC also provides postemployment disability benefits to certain employee groups prior to retirement. Our liability and related expense for benefits under the postretirement plans are recorded over the service period of active employees based upon annual actuarial calculations. We accrue postemployment disability benefits when it becomes probable that such benefits will be paid and when sufficient information exists to make reasonable estimates of the amounts to be paid. Plan assets may also be used to fund medical costs of certain active employees.

We use a fiscal year end measurement date for all of our pension and postretirement medical plan obligations.

The net periodic cost (benefit) components of our pension and postretirement medical plans are as follows:



PENSION PLANS	13 Weeks Ended				26 Weeks Ended
(Thousands of Dollars)	March 29 2015		March 30 2014		March 29 2015		March 30 2014

Service cost for benefits earned during the period	226		39		452		78
Interest cost on projected benefit obligation	1,859		1,999		3,718		3,998
Expected return on plan assets	(2,466	)	(2,483	)	(4,932	)	(4,966	)
Amortization of net loss	420		106		840		212
Amortization of prior service benefit	(34	)	(34	)	(68	)	(68	)
	5		(373	)	10		(746	)

POSTRETIREMENT MEDICAL PLANS	13 Weeks Ended				26 Weeks Ended
(Thousands of Dollars)	March 29 2015		March 30 2014		March 29 2015		March 30 2014

Service cost for benefits earned during the period	39		149		78		298
Interest cost on projected benefit obligation	211		228		422		456
Expected return on plan assets	(361	)	(371	)	(722	)	(742	)
Amortization of net gain	(347	)	(455	)	(694	)	(910	)
Amortization of prior service benefit	(365	)	(365	)	(730	)	(730	)
	(823	)	(814	)	(1,646	)	(1,628	)

Amortization of net gains (losses) and prior service benefits are recorded as compensation in the Consolidated Statements of Operations and Comprehensive Income.

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Based on our forecast at March 29, 2015, we expect to contribute $3,365,000 to our pension plans for the remainder of 2015. Based on our forecast at March 29, 2015, we do not expect to contribute to our postretirement plans for the remainder of 2015.


6	INCOME TAXES

The effective income tax rates for the 13 weeks ended March 29, 2015 and March 30, 2014 were 26.0% and 46.7%, respectively. The effective income tax rates for the 26 weeks ended March 29, 2015 and March 30, 2014 were 37.5% and 39.1%, respectively. The primary differences between these rates and the U.S. federal statutory rate of 35% are due to the effect of state taxes, non-deductible expenses, adjustments to reserves for uncertain tax positions, including any related interest, and mark-to-market adjustments to value the Warrants issued in connection with our 2014 Refinancing. The decrease in the effective income tax rate for the 13 weeks ended March 29, 2015 is primarily due to a mark-to-market adjustment to value the Warrants.

We file a consolidated federal tax return, as well as combined and separate tax returns in approximately 27 state and local jurisdictions. We have various income tax examinations ongoing which are at different stages of completion, but generally our income tax returns have been audited or closed to audit through 2009. See Note 10 for a discussion of our tax audits.

State cash tax payments of $168,000 were made during the 26 weeks ended March 29, 2015, of which $164,000 were made during the 13 weeks ended March 29, 2015. State cash tax refunds of $236,000 relating to carrybacks of prior year losses were received during the 26 weeks ended March 29, 2015, all of which were received during the 13 weeks ended March 29, 2015. Due to our federal and state net operating loss carryforwards and based on historical levels of performance, we do not expect any significant income tax payments in 2015, 2016 or 2017.


7	EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share:



	13 Weeks Ended				26 Weeks Ended
(Thousands of Dollars and Shares, Except Per Share Data)	March 29 2015		March 30 2014		March 29 2015		March 30 2014

Income attributable to Lee Enterprises, Incorporated:	1,800		1,486		11,553		13,378
Weighted average common shares	54,506		53,519		54,206		53,199
Less weighted average restricted Common Stock	(2,012	)	(1,296	)	(1,724	)	(1,048	)
Basic average common shares	52,494		52,223		52,482		52,151
Dilutive stock options and restricted Common Stock	1,381		1,575		1,434		1,390
Diluted average common shares	53,875		53,798		53,916		53,541
Earnings per common share:
Basic	0.03		0.03		0.22		0.26
Diluted	0.03		0.03		0.21		0.25

For the 13 weeks and 26 weeks ended March 29, 2015, 6,816,000 and 6,533,000 weighted average shares, respectively, were not considered in the computation of diluted earnings per common share because the exercise prices of the related stock options and Warrants were in excess of the fair market value of our Common Stock. For the 13 weeks and 26 weeks ended March 30, 2014, we had 98,000 and 100,000 weighted average shares, respectively, were not considered in the computation of diluted earnings per common share because the related stock option exercise prices were in excess of the fair market value of our Common Stock.

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8	STOCK OWNERSHIP PLANS

A summary of stock option activity during the 26 weeks ended March 29, 2015 follows:



(Thousands of Dollars and Shares, Except Per Share Data)	Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value

Outstanding, September 28, 2014	2,333		2.70
Exercised	(60	)	1.53
Cancelled	(79	)	8.18
Outstanding, March 29, 2015	2,194		2.54	6.1	3,033

Exercisable, March 29, 2015	1,700		2.92	5.8	2,065

Total unrecognized compensation expense for unvested stock options as of March 29, 2015 is $71,000, which will be recognized over a weighted average period of 0.2 years.

Restricted Common Stock

The table below summarizes restricted Common Stock activity during the 26 weeks ended March 29, 2015.



(Thousands of Shares, Except Per Share Data)	Shares		Weighted Average Grant Date Fair Value

Outstanding, September 28, 2014	1,291		2.72
Granted	735		3.64
Cancelled	(13	)	3.61
Outstanding, March 29, 2015	2,013		3.05

Total unrecognized compensation expense for unvested restricted Common Stock at March 29, 2015 is $4,048,000, which will be recognized over a weighted average period of 1.8 years.


9	FAIR VALUE MEASUREMENTS

Financial Accounting Standards Board Accounting Standards Codification Topic 820 establishes a three-level hierarchy of fair value measurements based on whether the inputs to those measurements are observable or unobservable which consists of the following levels:

Level 1 - Quoted prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate value.

The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of those instruments. Investments totaling $7,359,000, including our 17% ownership of the nonvoting common stock of TCT, are carried at cost.

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The fair value of floating rate debt, which consists of our 1^st Lien Term Loan, is $206,661,000, based on an average of private market price quotations. Our fixed rate debt consists of $400,000,000 principal amount of the Notes, $150,000,000 principal amount under the 2^nd Lien Term Loan and $9,000,000 principal amount of New Pulitzer Notes. At March 29, 2015, based on private market price quotations the fair values were $412,250,000 and $160,500,000 for the Notes and 2nd Lien Term Loan, respectively. These represent level 2 fair value measurements. The New Pulitzer Notes are held by a single investor, Berkshire. We are unable, as of March 29, 2015, to determine the fair value of the New Pulitzer Notes. The value, if determined, may be more or less than the carrying amount.

As discussed more fully in Note 4, we recorded a liability for the Warrants issued in connection with the Warrant Agreement. The liability was initially measured at its fair value. We remeasure the liability to fair value each reporting period, with changes reported in other non-operating income (expense). The initial fair value of the Warrants was $16,930,000. At September 28, 2014, the fair value of the Warrants was $10,808,000. At December 28, 2014, the fair value of the Warrants was $12,110,000. At March 29, 2015, the fair value of the Warrants is $10,029,000. Fair value is determined using the Black-Scholes option pricing model. These represent level 2 fair value measurements.


10	COMMITMENTS AND CONTINGENT LIABILITIES

Redemption of PD LLC Minority Interest

In February 2009, in conjunction with the Notes Amendment, PD LLC redeemed the 5% interest in PD LLC and STL Distribution Services LLC ("DS LLC") owned by The Herald Publishing Company, LLC ("Herald") pursuant to a Redemption Agreement and adopted conforming amendments to the Operating Agreement. As a result, the value of Herald's former interest (the “Herald Value”) was to be settled, based on a calculation of 10% of the fair market value of PD LLC and DS LLC at the time of settlement, less the balance, as adjusted, of the Pulitzer Notes or the equivalent successor debt, if any. We recorded a liability of $2,300,000 in 2009 as an estimate of the amount of the Herald Value to be disbursed. In 2011, we reduced the liability related to the Herald Value to $300,000 based on the current estimate of fair value.

In 2014, we issued 100,000 shares of Common Stock in full satisfaction of the Herald Value. Such shares had a fair value of $298,000 on the date of issuance.

The redemption of Herald's interest in PD LLC and DS LLC may generate significant tax benefits to us as a consequence of the resulting increase in the tax basis of the assets owned by PD LLC and DS LLC and the related depreciation and amortization deductions. The increase in basis to be amortized for income tax purposes over a 15 year period beginning in February 2009 is approximately $258,000,000.

Income Taxes

Commitments exclude unrecognized tax benefits to be recorded in accordance with FASB ASC Topic 740, Income Taxes. We are unable to reasonably estimate the ultimate amount or timing of cash settlements with the respective taxing authorities for such matters. See Note 6.

We file income tax returns with the IRS and various state tax jurisdictions. From time to time, we are subject to routine audits by those agencies and those audits may result in proposed adjustments. We have considered the alternative interpretations that may be assumed by the various taxing agencies, believe our positions taken regarding our filings are valid, and that adequate tax liabilities have been recorded to resolve such matters. However, the actual outcome cannot be determined with certainty and the difference could be material, either positively or negatively, to the Consolidated Statements of Operations and Comprehensive Income (Loss) in the periods in which such matters are ultimately determined. We do not believe the final resolution of such matters will be material to our consolidated financial position or cash flows.

Legal Proceedings

In 2008, a group of newspaper carriers filed suit against us in the United States District Court for the Southern District of California, claiming to be our employees and not independent contractors. The plaintiffs sought relief related to alleged violations of various employment-based statutes, and requested punitive damages and

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attorneys' fees. In 2014 we reached a settlement with the plaintiffs and recorded a liability of $2,300,000. The court approved the settlement and we paid $2,176,000 in full satisfaction of the claim in April 2015.

We are involved in a variety of other legal actions that arise in the normal course of business. Insurance coverage mitigates potential loss for certain of these other matters. While we are unable to predict the ultimate outcome of these other legal actions, it is our opinion that the disposition of these matters will not have a material adverse effect on our Consolidated Financial Statements, taken as a whole.

Multiemployer Pension Plans

In 2015, we were notified that a bargaining unit at one of our enterprises was no longer being represented. As a result, we may be subject to a future claim for withdrawal liability. The amount of such liability, if any, will be dependent on actions taken, or not taken, by the Company and the pension fund, as well as the future performance of the pension fund.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion includes comments and analysis relating to our results of operations and financial condition as of and for the 13 weeks and 26 weeks ended March 29, 2015. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein, and our 2014 Annual Report on Form 10-K.

NON-GAAP FINANCIAL MEASURES

No non-GAAP financial measure should be considered as a substitute for any related GAAP financial measure. However, we believe the use of non-GAAP financial measures provides meaningful supplemental information with which to evaluate our financial performance, or assist in forecasting and analyzing future periods. We also believe such non-GAAP financial measures are alternative indicators of performance used by investors, lenders, rating agencies and financial analysts to estimate the value of a publishing business and its ability to meet debt service requirements.

The non-GAAP financial measures utilized by us are defined as follows:

Adjusted EBITDA is defined as operating income (loss), plus depreciation, amortization, impairment charges, stock compensation and 50% of EBITDA from TNI and MNI, minus equity in earnings of associated companies and curtailment gains.

Adjusted Income (Loss) and Adjusted Earnings (Loss) Per Common Share are defined as income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per common share adjusted to exclude both unusual matters and those of a substantially non-recurring nature.

Cash Costs are defined as compensation, newsprint and ink, other operating expenses and certain unusual matters, such as workforce adjustment costs. Depreciation, amortization, impairment charges, other non-cash operating expenses and other unusual matters are excluded.

Operating Cash Flow is defined as operating income (loss) plus depreciation, amortization and impairment charges, minus equity in earnings of TNI and MNI and curtailment gains. Operating Cash Flow Margin is defined as operating cash flow divided by operating revenue. The terms operating cash flow and EBITDA are used interchangeably.

Unlevered Free Cash Flow is defined as operating income (loss), plus depreciation, amortization, impairment charges, stock compensation, distributions from TNI and MNI and cash income tax refunds, minus equity in earnings of TNI and MNI, curtailment gains, cash income taxes, pension contributions and capital expenditures. Changes in working capital, asset sales, minority interest and discontinued operations are excluded. Free Cash Flow also includes financial income, interest expense and debt financing and reorganization costs.

Tables reconciling operating cash flow, adjusted EBITDA, unlevered free cash flow and free cash flow to operating income (loss), the most directly comparable measure under GAAP, are set forth in Item 2, included herein, under the caption "Selected Consolidated Financial Information".

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Reconciliations of adjusted income (loss) and adjusted earnings (loss) per common share to income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per common share, respectively, the most directly comparable measures under GAAP, are set forth in Item 2, included herein, under the caption “Overall Results”.

The subtotals of operating expenses representing cash costs can be found in tables in Item 2, included herein, under the captions “13 Weeks Ended March 29, 2015" and "26 Weeks Ended March 29, 2015”.

We also present selected information for Lee Legacy and Pulitzer. Lee Legacy constitutes the business of the Company, including MNI, but excluding Pulitzer, the Pulitzer Subsidiaries and TNI. See “Selected Lee Legacy Financial Information” and “Selected Pulitzer Financial Information” in Item 2, included herein.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of results of operations and financial condition are based upon our Consolidated Financial Statements, which have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting policies include the following:

•Goodwill and other intangible assets;

•Pension, postretirement and postemployment benefit plans;

•Income taxes;

•Revenue recognition; and

•Uninsured risks.

Additional information regarding these critical accounting policies can be found under the caption “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board ("FASB") issued new accounting requirements for the recognition of revenue from contracts with customers. The new requirements also include additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The adoption of these requirements is required in 2018, but may be deferred one year. We have not yet determined the potential impact on our Consolidated Financial Statements.

In August 2014, the FASB issued a new going concern standard. The new standard changes the period that companies use to evaluate their ability to meet obligations to a look-forward period of one year from the financial statement issuance date, from one year from the balance sheet date. The new standard also changes disclosure requirements. The adoption of the new standard is required in 2017. We do not expect the adoption of this standard to have a material impact on our Consolidated Financial Statements, taken as a whole.

In April 2015, the FASB issued a new standard for the presentation debt issuance costs. The new standard will streamline the balance sheet presentation of debt related valuations. Debt issuance costs are currently recognized as deferred charges and presented as an asset while debt discounts and premiums are treated as adjustments to the related debt. Under the new standard, debt issuance costs will be recognized as reductions to the related debt. The adoption of the new standard is required in 2017. The adoption of this standard will serve to reclassify certain amounts within our Consolidated Balance Sheets.

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EXECUTIVE OVERVIEW

We are a leading provider of local news and information, and a major platform for advertising, in the markets we serve, which are located primarily in the Midwest, Mountain West and West regions of the United States. With the exception of St. Louis, Missouri, our 50 daily newspaper markets, across 22 states, are principally midsize or small. Through our print and digital platforms, we reach an overwhelming majority of adults in our markets.

Our products include:


•	50 daily and 38 Sunday newspapers with subscribers totaling 1.0 million and 1.5 million, respectively, read by over three million people in print; and


•	Nearly 300 weekly newspapers and classified and niche publications.

Our markets have established retail bases, and most are regional shopping hubs. We are located in four state capitals. Six of our top ten markets by revenue include major universities, and seven are home to major corporate headquarters. Based on data from the Bureau of Labor of Statistics as of February 2015, the unemployment rate in six of our top ten markets by revenue was lower than the national average. We believe that all of these factors have had a positive impact on advertising revenue. Community newspapers remain a valuable source of local news and information to readers and an effective means for local advertisers to reach their customers. We believe our audiences across these communities tend to be loyal readers that actively seek our content and serve as an attractive target for our advertisers.

We do not face significant competition from other local daily newspapers in most of our markets, although there is significant competition for audience in those markets from other media. In our top ten markets by revenue, only two have significant local daily print competition.

Our primary source of revenue is advertising and marketing services, followed by subscription revenue. Over the last several years, the advertising industry has experienced a shift toward digital advertising and away from print and other traditional media. This trend away from traditional advertising was compounded by the effects of the last recession, which had a significant impact on our advertising and marketing services revenue. In addition, our daily newspaper paid subscription and single copy unit sales have declined. We have attempted to offset our declines in advertising and marketing services revenue and print subscription revenue with our efforts to expand our digital advertising revenue and increase the numbers of our digital subscribers.

In April 2014, we began to implement a full access subscription model, which provides subscribers with complete digital access, including desktop, mobile, tablet and replica editions. These are offered as packages with print home delivery or as digital-only subscriptions, with subscription rates reflective of the expanded access. Due to the timing of the rollout and staggered subscriber renewal dates, the bulk of the positive revenue from this initiative should be realized in 2015.

During, and since, the last economic downturn, we have also transformed our business model and carefully managed our costs to maintain high margins and cash flows. Since 2007 and through 2014, we reduced annual cash costs of our continuing operations by $297 million, or 37%, net of costs incurred to achieve these savings and also net of cost increases that primarily support our revenue and content initiatives. We are continuing to pursue operating efficiencies in 2015.

ECONOMIC CONDITIONS

According to the National Bureau of Economic Research, the United States economy was in a recession from December 2007 until June 2009. It is widely believed that certain elements of the economy, such as housing, auto sales and employment, were in decline before December 2007, and some elements have recovered slowly in either nominal or real (inflation-adjusted) terms. Our revenue, operating results and cash flows were significantly impacted by the recession and its aftermath. The duration and depth of an economic recession, and pace of economic recovery, in markets in which we operate may influence our future results.

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IMPAIRMENT OF GOODWILL AND OTHER ASSETS

We have significant amounts of goodwill and identified intangible assets. Since 2007 we have recorded impairment charges totaling almost $1.3 billion to reduce the value of certain of these assets. Should general economic, market or business conditions decline, and have a negative impact on our stock price or projected future cash flows, we may be required to record additional impairment charges in the future. Such charges would not impact our cash flows or debt covenant compliance.

DEBT AND LIQUIDITY

We have a substantial amount of debt, as discussed more fully (and certain capitalized terms used below defined) in Note 4 of the Notes to Consolidated Financial Statements, included herein.

Substantially all of our debt was scheduled to mature in April 2012. We used a voluntary, prepackaged petition under the U. S. Bankruptcy Code to accomplish a refinancing that extended the maturity to December 2015 for most of our debt, with the remainder maturing in April 2017. In May 2013, we again refinanced the remaining balance of the Pulitzer Notes. On March 31, 2014, we refinanced all of our other debt in the 2014 Refinancing. Our ability to make payments on our indebtedness will depend on our ability to generate future cash flows. This ability, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

At March 29, 2015, the principal amount of our outstanding debt totaled $764,250,000. For the last twelve months ended March 29, 2015, the principal amount of our debt, net of cash, is 4.6 times our adjusted EBITDA, compared to a ratio of 4.8 on a pro forma basis for the 2014 Refinancing at March 30, 2014.

There are numerous potential consequences under the Notes, 1^st Lien Credit Facility, 2^nd Lien Term Loan, and the New Pulitzer Notes, if an event of default, as defined, occurs and is not remedied. Many of those consequences are beyond our control. The occurrence of one or more events of default would give rise to the right of the applicable lender(s) to exercise their remedies under the Notes, 1^st Lien Credit Facility, 2^nd Lien Term Loan, and the New Pulitzer Notes, respectively, including, without limitation, the right to accelerate all outstanding debt and take actions authorized in such circumstances under applicable collateral security documents.

Our ability to operate as a going concern is dependent on our ability to remain in compliance with debt covenants and to refinance or amend our debt agreements as they become due, or earlier if available liquidity is consumed. The Notes, 1^st Lien Credit Facility and 2^nd Lien Term Loan have only limited affirmative covenants with which we are required to maintain compliance. We are in compliance with our debt covenants at March 29, 2015.

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13 WEEKS ENDED MARCH 29, 2015

Operating results, as reported in the Consolidated Financial Statements, are summarized below.



	13 Weeks Ended
(Thousands of Dollars, Except Per Share Data)	March 29 2015		March 30 2014		Percent Change

Advertising and marketing services revenue:
Retail	61,520		64,806		(5.1	)
Classified:
Employment	7,646		8,060		(5.1	)
Automotive	6,242		6,904		(9.6	)
Real estate	3,708		4,125		(10.1	)
All other	10,377		10,304		0.7
Total classified	27,973		29,393		(4.8	)
National	5,375		6,094		(11.8	)
Niche publications and other	2,797		2,427		15.2
Total advertising and marketing services revenue	97,665		102,720		(4.9	)
Subscription	48,111		41,952		14.7
Commercial printing	2,774		2,992		(7.3	)
Digital services and other	6,979		6,429		8.6
Total operating revenue	155,529		154,093		0.9
Operating expenses:
Compensation	61,236		59,071		3.7
Newsprint and ink	7,661		9,334		(17.9	)
Other operating expenses	55,839		52,712		5.9
Workforce adjustments	640		299		NM
Cash costs	125,376		121,416		3.3
Operating cash flow	30,153		32,677		(7.7	)
Depreciation and amortization	11,566		12,191		(5.1	)
Loss (gain) on sales of assets, net	5		(1,641	)	NM
Equity in earnings of associated companies	1,653		1,593		3.8
Operating income	20,235		23,720		(14.7	)
Non-operating expense, net	(17,476	)	(20,523	)	(14.8	)
Income before income taxes	2,759		3,197		(13.7	)
Income tax expense	717		1,492		(51.9	)
Net income	2,042		1,705		19.8
Net income attributable to non-controlling interests	(242	)	(219	)	10.5
Income attributable to Lee Enterprises, Incorporated	1,800		1,486		21.1
Other comprehensive loss, net of income taxes	(192	)	(442	)	(56.6	)
Comprehensive income attributable to Lee Enterprises, Incorporated	1,608		1,044		54.0
Earnings per common share:
Basic	0.03		0.03		—
Diluted	0.03		0.03		—

References to the "2015 Quarter" refer to the 13 weeks ended March 29, 2015. Similarly, references to the "2014 Quarter" refer to the 13 weeks ended March 30, 2014.

Total operating revenue increased $1,436,000, or 0.9%, in the 2015 Quarter, compared to the 2014 Quarter. Excluding the impact of a subscription-related expense reclassification as a result of moving to fee-for-service delivery contracts at several of our newspapers, operating revenue decreased 1.8%.This reclassification increases both print subscription revenue and operating expenses, with no impact on operating cash flow or operating income. Certain delivery expenses were previously reported as a reduction of revenue. A table below details the impact of the reclassification on revenue and cash costs. Unless otherwise noted, the comparisons below are presented on a reported basis.

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Advertising and Marketing Services Revenue

In the 2015 Quarter, advertising and marketing services revenue decreased $5,055,000, or 4.9%, compared to the 2014 Quarter. Retail advertising decreased 5.1%. Retail preprint insertion revenue decreased 5.6%. Digital retail advertising on a stand-alone basis increased 6.1%, partially offsetting print declines.

Classified revenue decreased 4.8% in the 2015 Quarter. Employment revenue decreased 5.1% while automotive advertising decreased 9.6%, real estate decreased 10.1% and other classified increased 0.7%. Digital classified revenue on a stand-alone basis increased 8.7%, partially offsetting print declines.

National advertising decreased $719,000, or 11.8%. Digital national advertising on a stand-alone basis increased 26.0% due to improved management of national advertising exchanges. Advertising in niche publications and other increased 15.2%.

On a stand-alone basis, digital advertising and marketing services revenue increased 8.3% to $18,827,000 in the 2015 Quarter, representing 19.3% of total advertising and marketing services revenue. Total digital revenue for the 2015 Quarter, including advertising and marketing services, subscriptions and all other digital business, totaled $27,413,000, an increase of 33.9% from a year ago, representing 17.6% of total operating revenue. Print advertising and marketing services revenue on a stand-alone basis decreased 7.6%.

Subscription and Other Revenue

Subscription revenue increased $6,159,000, or 14.7%, in the 2015 Quarter. Excluding the impact of the subscription-related expense reclassification, subscription revenue increased 4.7%. The increase in subscription revenue in the current year quarter is due to the effect of our full access subscription model, partially offset by a decline in print units. We expect 2015 subscription revenue, excluding the impact of subscription-related expense reclassification, to increase 2.5%-3.0%.

Our average daily newspaper circulation, including TNI, MNI and digital subscribers, totaled 1.0 million in the 2015 Quarter. Sunday circulation totaled 1.4 million. Amounts are not comparable to the 2014 Quarter due to changes in measurements by the Alliance for Audited Media ("AAM"). Research in our larger markets indicates we are maintaining our share of audience through the combination of digital audience growth and strong newspaper readership.

Commercial printing revenue decreased $218,000, or 7.3%, in the 2015 Quarter. Digital services and other revenue increased $550,000, or 8.6%, in the 2015 Quarter.

Operating Expenses

Cash costs increased $3,960,000, or 3.3%, in the 2015 Quarter. Excluding the impact of the subscription-related expense reclassification, cash costs decreased 0.2%.

Compensation expense increased $2,165,000, or 3.7%, in the 2015 Quarter, driven by increases in employee medical and pension costs, as well as compensation increases, which were partially offset by a decline in average full-time equivalent employees of 3.9%.

Newsprint and ink costs decreased $1,673,000, or 17.9%, in the 2015 Quarter, primarily as a result of lower newsprint prices and a reduction in newsprint volume of 10.9%. See Item 3, “Commodities”, included herein, for further discussion and analysis of the impact of newsprint on our business.

Other operating expenses, which are comprised of all operating costs not considered to be compensation, newsprint, depreciation, amortization, or unusual matters, increased $3,127,000, or 5.9%, in the 2015 Quarter, due primarily to the subscription-related expense reclassification.

For the full year, 2015 cash costs, excluding the impact of the subscription-related expense reclassification, are expected to decrease 2.25%-2.75%. To achieve this cost reduction, cash costs for the remainder of the fiscal year will need to decreased by 3.3%-4.3%, which significantly exceeds the decrease of 1.2% for the 26 weeks ended March 29, 2015. This acceleration of cost reduction in the latter half of 2015 may also have a favorable impact on 2016 cash costs.

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Certain results, excluding the impact of the subscription-related expense reclassification, are as follows:



	13 Weeks Ended
(Thousands of Dollars)	March 29 2015		March 30 2014		Percent Change

Subscription revenue, as reported	48,111		41,952		14.7
Adjustment for subscription-related expense reclassification	(4,605	)	(400	)	NM
Subscription revenue, as adjusted	43,506		41,552		4.7

Total operating revenue, as reported	155,529		154,093		0.9
Adjustment for subscription-related expense reclassification	(4,605	)	(400	)	NM
Total operating revenue, as adjusted	150,924		153,693		(1.8	)

Other cash costs, as reported	55,839		52,712		5.9
Adjustment for subscription-related expense reclassification	(4,605	)	(400	)	NM
Other cash costs, as adjusted	51,234		52,312		(2.1	)

Total cash costs, as reported	125,376		121,416		3.3
Adjustment for subscription-related expense reclassification	(4,605	)	(400	)	NM
Total cash costs, as adjusted	120,771		121,016		(0.2	)

Approximately $4,272,000, or 92.8%, of the reclassification impacts revenue and cash costs of our Lee Legacy operations, and approximately $333,000, or 7.2%, impacts Pulitzer. The subscription-related expense reclassification described above also increased revenue and cash costs of MNI by $1,457,000 in the 2015 Quarter. Such amounts for MNI are not included in the table above.

Operating Cash Flow and Results of Operations

As a result of the factors noted above, operating cash flow decreased 7.7%, to $30,153,000, in the 2015 Quarter compared to $32,677,000 in the 2014 Quarter. Operating cash flow margin decreased to 19.4% from 21.2% a year ago, reflecting a smaller percentage increase in operating revenue than the increase in operating expenses and the subscription-related expense reclassification. The reduction of operating cash flow margin related to the subscription-related expense reclassification was 0.6% in the 2015 Quarter.

Depreciation expense decreased $589,000, or 11.2%, in the 2015 Quarter. Amortization expense decreased $36,000, or 0.5%, in the 2015 Quarter. Sales of operating assets resulted in a net loss of $5,000 in the 2015 Quarter compared to a net gain of $1,641,000 in the 2014 Quarter.

Equity in earnings of TNI and MNI increased $60,000 in the 2015 Quarter.

The factors noted above resulted in operating income of $20,235,000 in the 2015 Quarter compared to $23,720,000 in the 2014 Quarter. Operating income margin decreased to 13.0% from 15.4% a year ago. The reduction of operating income margin related to the subscription-related expense reclassification was 0.4% in the 2015 Quarter.

Nonoperating Income and Expense

Interest expense decreased $2,149,000, or 10.5%, to $18,403,000 in the 2015 Quarter due to lower debt balances and $1,196,000 of non-cash interest expense in the 2014 Quarter. As a result of the 2014 Refinancing, our weighted average cost of debt, excluding amortization of debt financing costs, increased to 9.4% at the end of the 2015 Quarter compared to 9.2% at the end of the 2014 Quarter.

Amortization of debt financing costs was $1,493,000 in the 2015 Quarter compared to $99,000 in the 2014 Quarter. We also recognized $2,081,000 of non-operating income in the 2015 Quarter due to the change in fair value of Warrants issued in connection with our 2014 Refinancing.

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Overall Results

We recognized income tax expense of 26.0% of income before income taxes in the 2015 Quarter and 46.7% in the 2014 Quarter. See Note 6 of the Notes to the Consolidated Financial Statements for a discussion of the difference between the expected federal income tax rate and the actual tax rates.

As a result of the factors noted above, income attributable to Lee Enterprises, Incorporated totaled $1,800,000 in the 2015 Quarter compared to income of $1,486,000 in the 2014 Quarter. We recorded earnings per diluted common share of $0.03 in the 2015 Quarter and $0.03 in the 2014 Quarter. Excluding unusual matters, as detailed in the table below, diluted earnings per common share, as adjusted, were $0.02 in the 2015 Quarter, compared to $0.05 in the 2014 Quarter. Per share amounts may not add due to rounding.



	13 Weeks Ended
	March 29 2015				March 30 2014
(Thousands of Dollars, Except Per Share Data)	Amount		Per Share		Amount		Per Share

Income attributable to Lee Enterprises, Incorporated, as reported	1,800		0.03		1,486		0.03
Adjustments:
Debt financing costs	1,493				99
Amortization of debt present value adjustment	—				1,196
Warrants fair value adjustment	(2,081	)			—
Other, net	436				414
	(152	)			1,709
Income tax effect of adjustments, net	(666	)			(567	)
	(818	)	(0.02	)	1,142		0.02
Income attributable to Lee Enterprises, Incorporated, as adjusted	982		0.02		2,628		0.05

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26 WEEKS ENDED MARCH 29, 2015

Operating results, as reported in the Consolidated Financial Statements, are summarized below. Certain prior period amounts have been reclassified to conform with the current year presentation.



	26 Weeks Ended
(Thousands of Dollars, Except Per Share Data)	March 29 2015		March 30 2014		Percent Change

Operating revenue:
Retail	138,332		147,084		(6.0	)
Classified:
Employment	15,070		15,269		(1.3	)
Automotive	13,580		15,043		(9.7	)
Real estate	7,782		8,544		(8.9	)
All other	20,739		20,757		(0.1	)
Total classified	57,171		59,613		(4.1	)
National	12,526		13,611		(8.0	)
Niche publications and other	5,113		4,802		6.5
Total advertising and marketing services revenue	213,142		225,110		(5.3	)
Subscription	98,509		87,405		12.7
Commercial printing	5,591		6,023		(7.2	)
Digital services and other	14,441		12,940		11.6
Total operating revenue	331,683		331,478		0.1
Operating expenses:
Compensation	123,173		121,212		1.6
Newsprint and ink	16,507		19,895		(17.0	)
Other operating expenses	115,021		107,870		6.6
Workforce adjustments	851		506		68.2
Cash costs	255,552		249,483		2.4
Operating cash flow	76,131		81,995		(7.2	)
Depreciation and amortization	23,061		24,216		(4.8	)
Loss (gain) on sales of assets, net	(252	)	(1,631	)	(84.5	)
Equity in earnings of associated companies	4,410		4,512		(2.3	)
Operating income	57,732		63,922		(9.7	)
Non-operating expense, net	(38,468	)	(41,240	)	(6.7	)
Income before income taxes	19,264		22,682		(15.1	)
Income tax expense	7,215		8,875		(18.7	)
Net income	12,049		13,807		(12.7	)
Net income attributable to non-controlling interests	(496	)	(429	)	15.6
Income attributable to Lee Enterprises, Incorporated	11,553		13,378		(13.6	)
Other comprehensive loss, net of income taxes	(384	)	(883	)	NM
Comprehensive income attributable to Lee Enterprises, Incorporated	11,169		12,495		(10.6	)
Earnings per common share:
Basic	0.22		0.26		(15.4	)
Diluted	0.21		0.25		(16.0	)

References to the "2015 Period" refer to the 26 weeks ended March 29, 2015. Similarly, references to the "2014 Period" refer to the 26 weeks ended March 30, 2014.

Total operating revenue increased $205,000, or 0.1%, in the 2015 Period, compared to the 2014 Period. Excluding the impact of the subscription-related expense reclassification, operating revenue for the 2015 Period decreased 2.7%. A table below details the impact of the reclassification on revenue and cash costs. Unless otherwise noted, the comparisons below are presented on a reported basis.

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Advertising and Marketing Services Revenue

In the 2015 Period, advertising and marketing services revenue decreased $11,968,000, or 5.3%, compared to the 2014 Period. Retail advertising decreased 6.0%. Retail preprint insertion revenue decreased 7.1%. Digital retail advertising on a stand-alone basis increased 4.3%, partially offsetting print declines.

Classified revenue decreased 4.1% in the 2015 Period. Employment revenue decreased 1.3% while automotive advertising decreased 9.7%, real estate decreased 8.9% and other classified decreased 0.1%. Digital classified revenue on a stand-alone basis increased 11.3%, partially offsetting print declines.

National advertising decreased $1,085,000, or 8.0%. Digital national advertising on a stand-alone basis increased 20% due to improved management of national advertising exchanges. Advertising in niche publications and other increased 6.5%.

On a stand-alone basis, digital advertising and marketing services revenue increased 7.7%, to $38,776,000, in the 2015 Period, representing 18.2% of total advertising and marketing services revenue. Total digital revenue for the 2015 Period, including advertising and marketing services, subscriptions and all other digital business, totaled $54,568,000, an increase of 29.7% from a year ago, representing 16.5% of total operating revenue. Print advertising and marketing services revenue on a stand-alone basis decreased 7.8%.

Subscription and Other Revenue

Subscription revenue increased $11,104,000, or 12.7%, in the 2015 Period. Excluding the impact of the subscription-related expense reclassification, subscription revenue increased 2.4%. The increase in subscription revenue in the current year period is due to the effect of our full access subscription model, partially offset by a decline in print units.

Our average daily newspaper circulation, including TNI, MNI and digital subscribers, totaled 1.0 million in the 2015 Period. Sunday circulation totaled 1.5 million. Amounts are not comparable to the 2014 Period due to changes in measurements by the AAM.

Commercial printing revenue decreased $432,000, or 7.2%, in the 2015 Period. Digital services and other revenue increased $1,501,000, or 11.6%, in the 2015 Period.

Operating Expenses

Cash costs increased $6,069,000, or 2.4%, in the 2015 Period. Excluding the impact of the subscription-related expense reclassification, cash costs decreased 1.2%.

Compensation expense increased $1,961,000, or 1.6%, in the 2015 Period, driven by increases in employee medical and pension costs, as well as compensation increases, which were partially offset by a decline in average full time equivalent employees of 3.7%.

Newsprint and ink costs decreased $3,388,000, or 17.0%, in the 2015 Period, primarily as a result of lower newsprint prices and a reduction in newsprint volume of 12.1%. See Item 3, “Commodities”, included herein, for further discussion and analysis of the impact of newsprint on our business.

Other operating expenses, which are comprised of all operating costs not considered to be compensation, newsprint, depreciation, amortization, or unusual matters, increased $7,151,000, or 6.6%, in the 2015 Period due to the subscription-related expense reclassification.

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Certain results, excluding the impact of the subscription-related expense reclassification, are as follows:



	26 Weeks Ended
(Thousands of Dollars)	March 29 2015		March 30 2014		Percent Change

Subscription revenue, as reported	98,509		87,405		12.7
Adjustment for subscription-related expense reclassification	(9,412	)	(400	)	NM
Subscription revenue, as adjusted	89,097		87,005		2.4

Total operating revenue, as reported	331,683		331,478		0.1
Adjustment for subscription-related expense reclassification	(9,412	)	(400	)	NM
Total operating revenue, as adjusted	322,271		331,078		(2.7	)

Other cash costs, as reported	115,021		107,870		6.6
Adjustment for subscription-related expense reclassification	(9,412	)	(400	)	NM
Other cash costs, as adjusted	105,609		107,470		(1.7	)

Total cash costs, as reported	255,552		249,483		2.4
Adjustment for subscription-related expense reclassification	(9,412	)	(400	)	NM
Total cash costs, as adjusted	246,140		249,083		(1.2	)

Approximately $8,716,000, or 92.6%, of the reclassification impacts revenue and cash costs of our Lee Legacy operations, and approximately $696,000, or 7.4%, impacts Pulitzer. The subscription-related expense reclassification described above also increased revenue and cash costs of MNI by $2,933,000 in the 2015 Period. Such amounts for MNI are not included in the table above.

Operating Cash Flow and Results of Operations

As a result of the factors noted above, operating cash flow decreased 7.2%, to $76,131,000, in the 2015 Period compared to $81,995,000 in the 2014 Period. Operating cash flow margin decreased to 23.0% from 24.7% a year ago reflecting a larger percentage increase in operating expenses than the increase in operating revenue and the subscription-related expense reclassification. The reduction of operating cash flow margin related to the subscription-related expense reclassification was 0.7% in the 2015 Period.

Depreciation expense decreased $1,106,000, or 10.6%, in the 2015 Period, due primarily to lower levels of capital spending over the last several years. Amortization expense decreased $49,000, or 0.4%, in the 2015 Period due to impairment charges recorded in 2014. Sales of operating assets resulted in a net gain of $252,000 in the 2015 Period compared to a net gain of $1,631,000 in the 2014 Period.

Equity in earnings in associated companies decreased $102,000 in the 2015 Period.

The factors noted above resulted in operating income of $57,732,000 in the 2015 Period compared to $63,922,000 in the 2014 Period. Operating income margin decreased to 17.4% from 19.3% a year ago. The reduction of operating income margin related to the subscription-related expense reclassification was 0.5% in the 2015 Period.

Nonoperating Income and Expense

Interest expense decreased $4,186,000, or 10.1%, to $37,193,000 in the 2015 Period due to lower debt balances and $2,394,000 of non-cash interest expense in the 2014 Period.

Amortization of debt financing costs was $2,595,000 in the 2015 Period compared to $203,000 in the 2014 Period. We also recognized $779,000 of non-operating income in the 2015 Period from the change in fair market value of Warrants issued in connection with our 2014 Refinancing.

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Overall Results

We recognized income tax expense of 37.5% of income before income taxes in the 2015 Period and 39.1% in the 2014 Period.

As a result of the factors noted above, income attributable to Lee Enterprises, Incorporated totaled $11,553,000 in the 2015 Period compared to $13,378,000 in the 2014 Period. We recorded earnings per diluted common share of $0.21 in the 2015 Period and $0.25 in the 2014 Period. Excluding unusual matters, as detailed in the table below, diluted earnings per common share, as adjusted, were $0.24 in the 2015 Period, compared to $0.29 in the 2014 Period. Per share amounts may not add due to rounding.



				26 Weeks Ended
	March 29 2015			March 30 2014
(Thousands of Dollars, Except Per Share Data)	Amount		Per Share	Amount		Per Share

Income attributable to Lee Enterprises, Incorporated, as reported	11,553		0.21	13,378		0.25
Adjustments:
Debt financing costs	2,595			203
Amortization of debt present value adjustment	—			2,394
Warrants fair value adjustment	(779	)		—
Other, net	382			577
	2,198			3,174
Income tax effect of adjustments, net	(1,031	)		(1,079	)
	1,167		0.02	2,095		0.04
Income attributable to Lee Enterprises, Incorporated, as adjusted	12,720		0.24	15,473		0.29

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Cash provided by operating activities was $39,465,000 in the 2015 Period and $34,745,000 in the 2014 Period. We recorded net income of $12,049,000 in the 2015 Period and $13,807,000 in the 2014 Period. Changes in depreciation and amortization, deferred income taxes, and operating assets and liabilities accounted for the bulk of the change in cash provided by operating activities in the 2015 Period.

Investing Activities

Cash required for investing activities totaled $4,328,000 in the 2015 Period compared to $3,236,000 in the 2014 Period. Capital spending totaled $5,675,000 in the 2015 Period and $4,895,000 in the 2014 Period. We received $868,000 and $2,170,000 of proceeds from sales of assets in the 2015 Period and the 2014 Period, respectively.

We anticipate that funds necessary for capital expenditures, which are expected to total up to $12,000,000 in 2015, and other requirements, will be available from internally generated funds or availability under our Revolving Facility.

Financing Activities

Cash required for financing activities totaled $40,491,000 in the 2015 Period and $34,193,000 in the 2014 Period. Debt reduction accounted for the majority of the usage of funds in both the 2015 Period and the 2014 Period.

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As discussed more fully in Note 4 of the Notes to Consolidated Financial Statements, included herein, in May 2013, we refinanced the remaining balance of the Pulitzer Notes and on March 31, 2014 we refinanced all of our other debt.

Liquidity

At March 29, 2015, the principal amount of our outstanding debt totals $764,250,000. For the last twelve months ending March 29, 2015, the principal amount of our debt, net of cash, is 4.6 times our adjusted EBITDA, compared to a ratio of 4.8 at March 30, 2014.

There are numerous potential consequences under the Notes, 1^st Lien Credit Facility, 2^nd Lien Term Loan and the New Pulitzer Notes, if an event of default, as defined, occurs and is not remedied. Many of those consequences are beyond our control. The occurrence of one or more events of default would give rise to the right of the applicable lender(s) to exercise their remedies under the Notes, 1^st Lien Credit Facility, 2^nd Lien Term Loan and the New Pulitzer Notes, respectively, including, without limitation, the right to accelerate all outstanding debt and take actions authorized in such circumstances under applicable collateral security documents.

Our ability to operate as a going concern is dependent on our ability to remain in compliance with debt covenants and to refinance or amend our debt agreements as they become due, or earlier if available liquidity is consumed. The Notes, 1^st Lien Credit Facility and 2^nd Lien Term Loan have only limited affirmative covenants with which we are required to maintain compliance. We are in compliance with our debt covenants at March 29, 2015.

In 2014, we filed a Form S-3 shelf registration statement ("Shelf") with the SEC, which has been declared effective. The Shelf gives us the flexibility to issue and publicly distribute various types of securities, including preferred stock, common stock, warrants, secured or unsecured debt securities, purchase contracts and units consisting of any combination of such securities, from time to time, in one or more offerings, up to an aggregate amount of $750,000,000. SEC issuer eligibility rules require us to have a public float of at least $75,000,000 in order to use the Shelf. Subject to maintenance of the minimum level of equity market float and the conditions of our existing debt agreements, the Shelf may enable us to sell securities quickly and efficiently when market conditions are favorable or financing needs arise. Under our existing debt agreements, net proceeds from the sale of any securities may be used generally to reduce debt.

CHANGES IN LAWS AND REGULATIONS

Energy Costs

Energy costs can be volatile, and may increase in the future as a result of carbon emissions and other regulations being considered by the United States Environmental Protection Agency.

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Health Care

The Affordable Care Act was enacted into law in 2010.

We expect the Affordable Care Act will continue to evolve. More recently, certain provisions applicable to employers were delayed. We expect our future health care costs to increase based on analysis published by the United States Department of Health and Human Services, input from independent advisors and our understanding of various provisions of the Affordable Care Act that differ from our previous medical plans, such as:

•Certain preventive services provided without charge to employees;

•Automatic enrollment of new employees;

•Higher maximum age for dependent coverage;

•Elimination of lifetime benefit caps; and

•Free choice vouchers for certain lower income employees.

Administrative costs are also likely to increase as a result of new compliance reporting and mandatory fees per participant. New costs being imposed on other medical care businesses, such as health insurers, pharmaceutical companies and medical device manufacturers, may be passed on to us in the form of higher costs. We may be able to mitigate certain of these future cost increases through changes in plan design.

We do not expect the Affordable Care Act will have a significant impact on our postretirement medical benefit obligation liability.

Pension Plans

In 2012, the Surface Transportation Extension Act of 2012 (“STEA”) was signed into law. STEA provides for changes in the determination of discount rates that result in a near-term reduction in minimum funding requirements for our defined benefit pension plans. STEA will also result in an increase in future premiums to be paid to the Pension Benefit Guarantee Corporation ("PBGC").

In 2014, the Highway and Transportation Funding Act ("HATFA") was signed into law. HATFA generally extends the relief offered under STEA and further increases premiums to be paid to the PBGC.

In October 2014, the Society of Actuaries released new mortality tables. The new tables generally result in increases in life expectancy. We used the new mortality tables to value our pension and postretirement liabilities at September 28, 2014, which increased such liabilities, in total, by approximately $18,515,000, with a corresponding decrease in accumulated other comprehensive income in our Consolidated Balance Sheet as of that date.

Income Taxes

Certain states in which we operate periodically consider changes to their corporate income tax rates. Until such changes are enacted, the impact of such changes cannot be determined.

Minimum Wage Laws

The United States and various state and local governments are considering increasing their respective minimum wage rates. Most of our employees earn an amount in excess of the current United States or state minimum wage rates. However, until changes to such rates are enacted, the impact of the changes cannot be determined.

INFLATION

General inflation in the United States economy has not been significant for the last several years. Price increases (or decreases) for our products are implemented when deemed appropriate by us. We continuously evaluate price increases, productivity improvements, sourcing efficiencies and other cost reductions to mitigate the impact of inflation.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

(UNAUDITED)



	13 Weeks Ended				26 Weeks Ended				52 Weeks Ended
(Thousands of Dollars)	March 29 2015		March 30 2014		March 29 2015		March 30 2014		March 29 2015

Advertising and marketing services	97,665		102,720		213,142		225,110		430,034
Subscription	48,111		41,952		98,509		87,405		187,931
Other	9,753		9,421		20,032		18,963		38,937
Total operating revenue	155,529		154,093		331,683		331,478		656,902
Compensation	61,236		59,071		123,173		121,212		245,015
Newsprint and ink	7,661		9,334		16,507		19,895		34,606
Other operating expenses	55,839		52,712		115,021		107,870		226,480
Depreciation and amortization	11,566		12,191		23,061		24,216		49,293
Loss (gain) on sales of assets, net	5		(1,641	)	(252	)	(1,631	)	217
Impairment of intangible and other assets	—		—		—		—		868
Workforce adjustments	640		299		851		506		1,610
Total operating expenses	136,947		131,966		278,361		272,068		558,089
Equity in earnings of TNI and MNI	1,653		1,593		4,410		4,512		8,195
Operating income	20,235		23,720		57,732		63,922		107,008
Adjusted to exclude:
Depreciation and amortization	11,566		12,191		23,061		24,216		49,293
Loss (gain) on sale of assets, net	5		(1,641	)	(252	)	(1,631	)	217
Impairment of intangible and other assets	—		—		—		—		868
Equity in earnings of TNI and MNI	(1,653	)	(1,593	)	(4,410	)	(4,512	)	(8,195	)
Operating cash flow	30,153		32,677		76,131		81,995		149,191
Add:
Ownership share of TNI and MNI EBITDA (50%)	2,212		2,031		5,969		5,952		11,252
Adjusted to exclude:
Stock compensation	640		420		1,083		684		1,880
Adjusted EBITDA	33,005		35,128		83,183		88,631		162,323
Adjusted to exclude:
Ownership share of TNI and MNI EBITDA (50%)	(2,212	)	(2,031	)	(5,969	)	(5,952	)	(11,252	)
Add (deduct):
Distributions from TNI and MNI	3,128		2,494		6,072		5,309		10,760
Capital expenditures, net of insurance proceeds	(2,128	)	(2,600	)	(5,675	)	(4,895	)	(12,604	)
Pension contributions	(435	)	(705	)	(435	)	(705	)	(1,252	)
Cash income tax refunds (payments)	68		(103	)	64		(117	)	6,203
Unlevered free cash flow	31,426		32,183		77,240		82,271		154,178
Add (deduct):
Financial income	102		101		180		221		344
Interest expense to be settled in cash	(18,404	)	(19,356	)	(37,193	)	(38,984	)	(75,539	)
Debt financing costs paid	(65	)	(266	)	(82	)	(268	)	(31,401	)
Free cash flow	13,059		12,662		40,145		43,240		47,582

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SELECTED LEE LEGACY ONLY FINANCIAL INFORMATION

(UNAUDITED)



	13 Weeks Ended				26 Weeks Ended				52 Weeks Ended
(Thousands of Dollars)	March 29 2015		March 30 2014		March 29 2015		March 30 2014		March 29 2015

Advertising and marketing services	69,018		72,055		149,073		155,263		300,629
Subscription	32,513		26,727		66,058		55,477		124,574
Other	8,593		8,412		17,374		16,629		33,952
Total operating revenue	110,124		107,194		232,505		227,369		459,155
Compensation	46,273		44,123		92,519		89,948		183,212
Newsprint and ink	5,727		6,733		12,250		14,070		25,263
Other operating expenses	31,919		28,633		65,497		57,754		126,716
Depreciation and amortization	7,884		8,226		15,834		16,309		32,198
Loss (gain) on sale of assets, net	4		(1,635	)	(75	)	(1,650	)	213
Impairment of intangible and other assets	—		—		—		—		868
Workforce adjustments	241		122		313		171		693
Total operating expenses	92,048		86,202		186,338		176,602		369,163
Equity in earnings of MNI	444		313		1,556		1,443		3,498
Operating income	18,520		21,305		47,723		52,210		93,490
Adjusted to exclude:
Depreciation and amortization	7,884		8,226		15,834		16,309		32,198
Loss (gain) on sales of assets, net	4		(1,635	)	(75	)	(1,650	)	213
Impairment of intangible and other assets	—		—		—		—		868
Equity in earnings of MNI	(444	)	(313	)	(1,556	)	(1,443	)	(3,498	)
Operating cash flow	25,964		27,583		61,926		65,426		123,271
Add:
Ownership share of MNI EBITDA (50%)	898		646		2,906		2,673		6,137
Adjusted to exclude:
Stock compensation	640		420		1,083		684		1,880
Adjusted EBITDA	27,502		28,649		65,915		68,783		131,288
Adjusted to exclude:
Ownership share of MNI EBITDA (50%)	(898	)	(646	)	(2,906	)	(2,673	)	(6,137	)
Add (deduct):
Distributions from MNI	1,250		1,250		3,000		2,750		5,000
Capital expenditures, net of insurance proceeds	(1,438	)	(2,082	)	(3,518	)	(4,245	)	(8,961	)
Pension contributions	—		—		—		—		(87	)
Cash income tax refunds (payments)	157		(103	)	153		(117	)	4
Intercompany charges not settled in cash	(2,318	)	(2,099	)	(4,636	)	(4,198	)	(10,116	)
Other	—		—		—		—		(2,000	)
Unlevered free cash flow	24,255		24,969		58,008		60,300		108,991
Add (deduct):
Financial income	102		101		180		221		344
Interest expense to be settled in cash	(18,086	)	(18,206	)	(36,415	)	(36,561	)	(73,345	)
Debt financing costs paid	(65	)	(266	)	(82	)	(268	)	(31,393	)
Free cash flow	6,206		6,598		21,691		23,692		4,597

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SELECTED PULITZER ONLY FINANCIAL INFORMATION

(UNAUDITED)



	13 Weeks Ended				26 Weeks Ended				52 Weeks Ended
(Thousands of Dollars)	March 29 2015		March 30 2014		March 29 2015		March 30 2014		March 29 2015

Advertising and marketing services	28,647		30,665		64,069		69,847		129,405
Subscription	15,598		15,225		32,451		31,928		63,357
Other	1,160		1,009		2,658		2,334		4,985
Total operating revenue	45,405		46,899		99,178		104,109		197,747
Compensation	14,963		14,948		30,654		31,264		61,803
Newsprint and ink	1,934		2,601		4,257		5,825		9,343
Other operating expenses	23,920		24,079		49,524		50,116		99,764
Depreciation and amortization	3,682		3,965		7,227		7,907		17,095
Loss (gain) on sale of assets, net	1		(6	)	(177	)	19		4
Workforce adjustments	399		177		538		335		917
Total operating expenses	44,899		45,764		92,023		95,466		188,926
Equity in earnings of TNI	1,209		1,280		2,854		3,069		4,697
Operating income	1,715		2,415		10,009		11,712		13,518
Adjusted to exclude:
Depreciation and amortization	3,682		3,965		7,227		7,907		17,095
Loss (gain) on sales of assets, net	1		(6	)	(177	)	19		4
Equity in earnings of TNI	(1,209	)	(1,280	)	(2,854	)	(3,069	)	(4,697	)
Operating cash flow	4,189		5,094		14,205		16,569		25,920
Add:
Ownership share of TNI EBITDA (50%)	1,314		1,385		3,063		3,279		5,115
Adjusted EBITDA	5,503		6,479		17,268		19,848		31,035
Adjusted to exclude:
Ownership share of TNI EBITDA (50%)	(1,314	)	(1,385	)	(3,063	)	(3,279	)	(5,115	)
Add (deduct):
Distributions from TNI	1,878		1,244		3,072		2,559		5,760
Capital expenditures, net of insurance proceeds	(690	)	(518	)	(2,157	)	(650	)	(3,643	)
Pension contributions	(435	)	(705	)	(435	)	(705	)	(1,165	)
Cash income tax refunds (payments)	(89	)	—		(89	)	—		6,199
Intercompany charges not settled in cash	2,318		2,099		4,636		4,198		10,116
Other	—		—		—		—		2,000
Unlevered free cash flow	7,171		7,214		19,232		21,971		45,187
Deduct:
Interest expense to be settled in cash	(318	)	(1,150	)	(778	)	(2,423	)	(2,194	)
Debt financing costs paid	—		—		—		—		(8	)
Free cash flow	6,853		6,064		18,454		19,548		42,985

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk stemming from changes in interest rates and commodity prices. Changes in these factors could cause fluctuations in earnings and cash flows. In the normal course of business, exposure to certain of these market risks is managed as described below.

INTEREST RATES ON DEBT

Our debt structure, which is predominantly fixed rate, significantly reduces the potential impact of an increase in interest rates. At March 29, 2015, 26.9% of the principal amount of our debt is subject to floating interest rates. Our primary exposure is to LIBOR. A 100 basis point increase or decrease to LIBOR would, if in excess of LIBOR minimums discussed more fully below, decrease or increase, respectively, income before income taxes on an annualized basis by approximately $2,053,000 based on $205,250,000 of floating rate debt outstanding at March 29, 2015.

Our debt under the 1^st Lien Term Loan is subject to minimum interest rate levels of 1.0%. Based on the difference between interest rates in March 2015 and our 1.0% minimum rate, LIBOR would need to increase approximately 60 basis points for six month borrowing up to approximately 82 basis points for one month borrowing before our borrowing cost would begin to be impacted by an increase in interest rates.

We regularly evaluate alternatives to hedge our interest rate risk, but have no hedging instruments in place.

COMMODITIES

Certain materials used by us are exposed to commodity price changes. We manage this risk through instruments such as purchase orders and non-cancelable supply contracts. We participate in a buying cooperative with other publishing companies, primarily for the acquisition of newsprint. We are also involved in continuing programs to mitigate the impact of cost increases through identification of sourcing and operating efficiencies. Primary commodity price exposures are newsprint and, to a lesser extent, ink and energy costs.

Newsprint purchase prices have declined throughout 2015 due to continual deterioration of North American domestic newsprint demand and weak export shipment opportunities. Canadian producers continue to benefit from US sales based on the strength of the US dollar while unfavorable exchange rates and poor world demand have driven significant declines in offshore exports for all North American producers. Producers may consider future production capacity reductions to bring the market into balance as selling prices approach cost of goods sold. Long-term supply strategy has been considered in our supply selection, while taking advantage of any current pricing opportunities.

Future price changes, if any, will be influenced primarily by the balance between supply capacity and demand, domestic and export, in addition to the producers' ability to mitigate input cost pressures and the U.S. dollar to Canadian dollar exchange rate. The final extent of future price changes, if any, is subject to negotiations with each newsprint producer.

A $10 per tonne price increase for 30 pound newsprint would result in an annualized reduction in income before income taxes of approximately $594,000 based on anticipated consumption in 2015, excluding consumption of TNI and MNI and the impact of LIFO accounting. Such prices may also decrease. We manage significant newsprint inventories, which may help to mitigate the impact of future price increases

SENSITIVITY TO CHANGES IN VALUE

At March 29, 2015, the fair value of floating rate debt, which consists primarily of our 1^st Lien Term Loan, is $206,661,000 , based on an average of private market price quotations. Our fixed rate debt consists of $400,000,000 principal amount of the Notes, $150,000,000 principal amount under the 2^nd Lien Term Loan and $9,000,000 principal amount of New Pulitzer Notes. At March 29, 2015, based on an average of private market price quotations, the fair values were $412,250,000 and $160,500,000 for the Notes and 2nd Lien Term Loan, respectively. The New Pulitzer Notes are held by a single investor. We are unable, as of March 29, 2015, to determine the fair value of the New Pulitzer Notes. The value, if determined, may be more or less than the carrying amount.

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Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that occurred during the 13 weeks ended March 29, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Item 6. Exhibits



Number		Description

10.1*		Amended and Restated Lee Enterprises, Incorporated 1990 Long-Term Incentive Plan (Effective October 1, 1999, as amended effective December 4, 2014)
31.1		Rule 13a-14(a)/15d-14(a) certification
31.2		Rule 13a-14(a)/15d-14(a) certification
32		Section 1350 certification

* Management contracts or compensation plans or arrangements in which executive officers are eligible to participate.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




LEE ENTERPRISES, INCORPORATED

/s/ Carl G. Schmidt		May 8, 2015
Carl G. Schmidt
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

LEE 2014 ex10.1 LTIP- December 4, 2014

Exhibit 10.1

AMENDED AND RESTATED LEE ENTERPRISES, INCORPORATED

1990 LONG-TERM INCENTIVE PLAN

(Effective October 1, 1999,

As amended effective December 4, 2014)

Section 1: GENERAL PROVISIONS

1.1 Purposes

The purposes of the 1990 Long-Term Incentive Plan, as amended, restated and extended (the "Plan") of Lee Enterprises, Incorporated (the "Company") are to promote the interests of the Company and its stockholders by (i) attracting and retaining executives and other key employees of outstanding ability; (ii) strengthening the Company’s capability to develop, maintain and direct a competent management team; (iii) motivating executives and other key employees, by means of performance-related incentives, to achieve longer-range performance goals; (iv) providing incentive compensation opportunities which are competitive with those of other major corporations; and (v) enabling such employees to participate in the long-term growth and financial success of the Company.

1.2 Definitions

"Affiliate" - means any corporation or other entity (i) which is not a Subsidiary but as to which the Company possesses a direct or indirect ownership interest and has representation on the board of directors or any similar governing body; and (ii) which is designated by the Board of Directors as an “Affiliate” for purposes of this Plan.

"Award" - means a grant or award under Sections 2 through 3, inclusive, of the Plan.

"Board of Directors" - means the board of directors of the Company.

"Code" - means the Internal Revenue Code of 1986 as amended from time to time.

"Committee" - means the Executive Compensation Committee of the Board of Directors.

"Common Stock" - means the Common Stock, $0.01 par value, of the Company, which may be authorized and unissued shares or may be reacquired shares of such Common Stock, together with a Preferred Share Purchase Right.

"Corporation" - means the Company, its divisions, Subsidiaries and Affiliates.

"Class B Common Stock" - means the Class B Common Stock, $2.00 par value, of the Company.

"Common Shares" - means the shares of Common Stock and Class B Common Stock treated as one class.

"Disability Date" - means the date on which a Participant is deemed disabled under the employee benefit plans of the Corporation applicable to the Participant.

"Employee" - means any key employee of the Corporation.

"Fair Market Value" - means, as the Committee shall determine, either (i) the average of the high and low prices of the Common Stock, or (ii) the closing price of the Common Stock, on the date on which it is to be valued hereunder as reported for New York Stock Exchange-Composite Transactions.

"Non-Employee Director" - has the meaning set forth in Rule 16b-3(3)(i) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, or any successor definition adopted by the Commission.

"Normal Retirement Date" - has the meaning set forth in the pension or retirement plan of the Corporation applicable to the Participant, or such other date as may be mutually agreed upon in writing by the Committee and the Participant.

"Participant" - means an Employee who is selected by the Committee to receive an Award under the Plan.

"Preferred Share Purchase Right" - means the right to the holders of "Common Stock" issued pursuant to the Plan to purchase from the Company one one-thousandth of a share of Series A Participating Convertible Preferred Stock,

without par value, of the Company at a price of $150.00 per one one-thousandth of a Preferred Share, subject to adjustment in a "Change of Control".

"Restricted Period" - means a period of three (3) years, or such other period of years selected by the Committee, during which a grant of Restricted Stock may be forfeited to the Company.

"Restricted Stock" - means shares of Common Stock contingently granted to a Participant under Section 3 of the Plan.

"Stock Appreciation Rights" - shall have the meaning specified in Section 1.6(b).

"Subsidiary" - means any corporation in which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of its stock having voting power; provided that with respect to incentive stock options granted hereunder, the term “subsidiary” shall be as defined in Section 425(f) or any successor provision of the Code.

1.3 Administration

The Plan shall be administered by the Committee, which shall at all times consist of three (3) or more members, each of whom shall be a Non-Employee Director. The Committee shall have sole and complete authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time deem advisable, and to interpret the terms and provisions of the Plan. The Committee may delegate to one or more executive officers of the Company the power to make Awards to Participants who are not executive officers or directors of the Company, provided the Committee shall fix the maximum amount of such Awards for the group and a maximum amount for any one Participant. The Committee’s decisions are binding upon all parties.

1.4 Eligibility

All Employees who have demonstrated significant management potential or who have contributed, or are deemed likely to contribute, in a substantial measure to the successful performance of the Corporation, as determined by the Committee, are eligible to be Participants in the Plan.

1.5 Shares Reserved

There shall be reserved for issuance pursuant to the Plan a total of 5,600,309 shares of Common Stock, together with sufficient shares to cover outstanding grants under the Plan as of December 26, 2014. In the event that (i) a stock option expires or is terminated unexercised as to any shares covered thereby, (ii) shares are forfeited for any reason under the Plan, or (iii) shares are tendered as consideration for the exercise of options under Section 2.3 or for withholding of taxes under Section 1.7, such shares shall thereafter be again available for issuance pursuant to the Plan. In the event that a stock option is surrendered for payment pursuant to Section 1.6(b) hereof, the shares covered by the stock option shall not thereafter be available for issuance pursuant to the Plan.

In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable to accomplish fairly the purposes of the Plan and to preserve the intended benefits of the Plan to the Participants and the Corporation, as to the number (including the number specified in Section 1.5(a) above) or kind of shares of Common Stock or other securities issued or reserved for issuance pursuant to the Plan, including the number of outstanding stock options, the option prices thereof, and the number of outstanding Awards of other types.

1.6 Change of Control


a.	Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control: any stock options and Stock Appreciation Rights outstanding as of the date such Change of Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; and the restrictions and deferral

limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant; provided, that, if payment of cash under this paragraph would make a Change of Control transaction ineligible for pooling-of-interests accounting under APB No. 16 that but for such cash payment would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to this paragraph, Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder.

Notwithstanding any other provision of the Plan to the contrary, during the 60-day period from and after a Change of Control (the “Exercise Period”), unless the Committee shall determine otherwise at the time of grant (or, with respect to Stock Options outstanding as of May 7, 1998, on May 7, 1998), an optionee shall have the right, whether or not the Stock Option is fully exercisable and in lieu of the payment of the exercise price for the shares of Common Stock being purchased under the Stock Option and by giving notice to the Company, to elect (within the Exercise Period) to surrender all or part of the Stock Option to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change of Control Price per share of Common Stock on the date of such election shall exceed the exercise price per share of Common Stock under the Stock Option multiplied by the number of shares of Common Stock granted under the Stock Option as to which the right granted under this Section 1.6(b) shall have been exercised (“Stock Appreciation Rights”). Notwithstanding the foregoing, if any right granted pursuant to this Section 1.6(b) would make a Change of Control transaction ineligible for pooling-of-interests accounting under APB 16 that but for the nature of such grant would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to such right Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder or, if payment of such Common Stock would similarly make such transaction ineligible for pooling of interests accounting, eliminate such right.

For purposes of the Plan, “Change of Control Price” means the higher of (i) the highest reported sales price, regular way, of a share of Common Stock in any transaction reported on the New York Stock Exchange - Composite Tape or other national exchange on which such shares are listed or on NASDAQ during the 60-day period prior to and including the date of a Change of Control or (ii) if the Change of Control is the result of a tender or exchange offer or a Business Combination, the highest price per share of Common Stock paid in such tender or exchange offer or Business Combination; provided, however, that in the case of incentive stock options and Stock Appreciation Rights relating to incentive stock options, the Change of Control Price shall be in all cases the Fair Market Value of the Common Stock on the date such incentive stock option or Stock Appreciation Right is exercised. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board.


d.	For purposes of this Plan, a “Change of Control” means:

the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial Ownership”) of 15% or more of the Common Shares; provided, however, that for purposes of this subsection (i), the following acquisitions do not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company (D) any acquisition by a Person of Beneficial Ownership of less than 25% of the Common Shares if such Person reports, or is required to report such Beneficial Ownership on Schedule 13G under the Exchange Act or Schedule 13D of the Exchange Act (or any comparable or successor report), which Schedule 13D does not state any present intention to (or reserve the right to) hold such Common Shares with the purpose or effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, or (E) any acquisition

pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; or

ii.

individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

iii.

consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another (entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Common Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the Common Shares or, with respect to an entity other than the Company, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Common Shares, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the Common Shares or, with respect to an entity other than the Company, the then outstanding shares of common stock of the corporation resulting from such Business Combination (or, for a non-corporate entity, equivalent securities) or the combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


iv.	approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

1.7 Withholding

The Corporation shall have the right to deduct from all amounts paid in cash (whether under this Plan or otherwise) any taxes required by law or other amounts authorized by a Participant to be withheld therefrom. In the case of payments of Awards in the form of Common Stock, at the Committee’s discretion the Participant may be required to pay to the Corporation the amount of any taxes required to be withheld with respect to such Common Stock, or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Common Stock whose Fair Market Value on the date such taxes are required to be withheld equals the amount required to be withheld.

1.8 Nontransferability

No Award shall be assignable or transferable, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant, except by will or the laws of descent and distribution.

1.9 No Right to Employment

No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Corporation. Further, the Corporation expressly reserves the right at any time to dismiss a Participant free from any liability, or from any claim under the Plan, except as provided herein or in any agreement entered into with respect to an Award.

1.10 Construction of the Plan

The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of Delaware, without regard to conflict of law principles.

1.11 Amendment

The Board of Directors may amend, suspend or terminate the Plan or any portion thereof and any Award hereunder at any time, provided that no amendment shall be made without stockholder approval which shall (i) increase (except as provided in Section 1.5(b) hereof) the total number of shares reserved for issuance pursuant to the Plan; (ii) change the class of Employees eligible to be Participants; (iii) decrease the minimum option prices stated herein (other than to change the manner of determining Fair Market Value to conform to any then applicable provision of the Code or regulations thereunder); (iv) extend the expiration date of the Plan as it applies to incentive stock options; or (v) withdraw the administration of the Plan from a committee consisting of three or more members, each of whom is a Non-Employee Director. Notwithstanding anything to the contrary contained herein, the Committee may amend the Plan in such manner as may be necessary so as to have the Plan conform with applicable law and rules and regulations thereunder. Notwithstanding anything in this Plan to the contrary, following a Change of Control the Board may not amend the Plan in a manner that would adversely affect any outstanding Award of a Participant without the written consent of such Participant.

The Committee with the Participant’s consent may amend, modify or terminate any outstanding Award at any time prior to payment or exercise in any manner not inconsistent with the terms of the Plan, including without limitation, to change the date or dates as of which (i) a stock option becomes exercisable; (ii) or a Restricted Stock becomes nonforfeitable; or (iii) to cancel and reissue an Award under such different terms and conditions as it determines appropriate.

1.12 Dividends, Equivalents and Voting Rights; Cash Payments

Awards may provide the Participant with (i) dividends or dividend equivalents and voting rights prior to either vesting or earnout; and (ii) to the extent determined by the Committee, cash payments in lieu of or in addition to an Award.

1.13 Effective Date

The Plan shall be effective on October 1, 1999, subject to ratification by the stockholders of the Company. No incentive stock options may be granted under the Plan after December 4, 2024.

Section 2: STOCK OPTIONS

2.1 Authority of Committee

Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Employees to whom stock options shall be granted, the number of shares to be covered by each stock option and the conditions and limitations, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of the stock option. The number of shares of Common Stock with respect to which stock options may be granted to any Participant during any fiscal year shall not exceed 300,000 (subject to adjustment as provided in Section 1.5(b) hereof). The Committee shall have the authority to grant stock options that are intended to be, and qualify as, incentive stock options under Section 422A of the Code, or to grant non-qualified stock options, or to grant both types of stock options, except that incentive stock options can only be granted to Participants who are Employees of the Company or a Subsidiary. In the case of incentive stock options, the terms and conditions of such grants shall be subject to and comply with such grant and vesting limitations as may be prescribed by Section 422A(d) of the Code, as from time to time amended, and any implementing regulations. Unless the Committee provides otherwise at the time of grant, or at any time as provided in Section 1.6, an incentive stock option shall be issued in tandem with a Stock Appreciation Right and exercisable except as otherwise provided in the Plan.

2.2 Option Price

The Committee shall establish the option price at the time each stock option is granted, which price shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. The option price shall be subject to adjustment in accordance with the provisions of Section 1.5(b) hereof.

2.3 Exercise of Options


a.	The Committee may determine that any stock option shall become exercisable in installments and may determine that the right to exercise such stock option as to such installments shall expire on different dates or on the same date. Incentive stock options may not be exercisable later than ten years after their date of grant.

In the event a Participant ceases to be an Employee with the consent of the Committee, or upon the occurrence of his or her death, Normal Retirement Date (or, if approved in writing by the Committee, his or her actual retirement date) or Disability Date, his or her stock options shall be exercisable at any time prior to a date established by the Committee at the date of grant. Except as otherwise provided by the Committee, if a Participant ceases to be an Employee for any other reason, his or her rights under all stock options shall terminate no later than the thirtieth (30th) day after such cessation of employment.

Each stock option shall be confirmed by a stock option agreement executed by the Company and by the Participant. The option price of each share as to which an option is exercised shall be paid in full at the time of such exercise. Such payment shall be made in cash, by tender of shares of Common Stock owned by the Participant valued at Fair Market Value as of the date of exercise, subject to such limitations on the tender of Common Stock as the Committee may impose, or by a combination of cash and shares of Common Stock. In addition, the Committee may provide the Participant with assistance in financing the option price and applicable withholding taxes, on such terms and conditions as it determines appropriate.

Stock options granted under the Plan may include the right to acquire an Accelerated Ownership Non-Qualified Stock Option (“AO”). If an option grant contains an AO, and if a Participant pays all or part of the purchase price of the option with shares of Common Stock held by the Participant for at least one (1) year, then upon exercise of the option the Participant shall be granted the additional option to purchase, at the Fair Market Value as of the date of the AO grant, the number of shares of Common Stock equal to the number of whole shares of Common Stock used by the Participant in payment of the purchase price and the number of whole shares of Common Stock, if any, withheld by the Company as payment for applicable withholding taxes. An AO may be exercised no earlier than one (1) year after its grant and no later than the date of expiration of the option to which the AO is related;

Stock options may be exercised during the option term (as specified in the option agreement), by giving written notice of exercise to the Company specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price, either by check, note or such other type of instrument as may be determined from time to time to be acceptable by the Committee or in accordance with procedures established by the Committee. As determined by, or in accordance with procedures established by, the Committee, in its sole discretion, at or after grant, payment in full or in part may also be made in the case of the exercise of a non-qualified stock option in the form of Restricted Stock subject to an Award hereunder (based, in each case, on the Fair Market Value of the Common Stock on the date the option is exercised, as determined by the Committee). If payment of the option exercise price of a non-qualified stock option is made in whole or in part in the form of Restricted Stock, such Restricted Stock (and any replacement shares relating thereto) shall remain (or be) restricted, as the case may be, in accordance with the original terms of the Restricted Stock award in question, and any additional Common Stock received upon the exercise shall be subject to the same forfeiture restrictions, unless otherwise determined by, or in accordance with procedures established by, the Committee, in its sole discretion, at or after grant.

Section 3: RESTRICTED STOCK

3.1 Authority of Committee

Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Employees to whom shares of Restricted Stock shall be granted, the number of shares of Restricted Stock to be granted to each Participant, the duration of the Restricted Period during and the conditions under which the Restricted Stock may be forfeited to the Company, the purchase price, if any, to be paid by a Participant for such Restricted Stock, and the terms and conditions of the Award in addition to those contained in Section 3.2. Such determinations shall be made by the Committee at the time of the grant.

3.2 Terms and Conditions

Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in Section 2.3(e), during the Restricted Period. Certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and deposited by him or her, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver such certificates to the Participant or his or her legal representative.

3.3 Termination of Employment

Unless otherwise provided by the Committee at the time of the grant of Restricted Stock, in the event a Participant voluntarily terminates his or her employment with the Corporation during the Restricted Period, or upon the occurrence of his or her death, during the Restricted Period, Normal Retirement Date (or, if approved in writing by the Committee, his or her actual retirement date) or Disability Date during the Restricted Period, the restrictions imposed hereunder shall lapse with respect to such shares of Restricted Stock. In the event a Participant ceases to be an Employee for any other reason during the Restricted Period, unless otherwise provided by the Committee, all shares of Restricted Stock shall thereupon be forfeited to the Company.

LEE 2014 ex31.1 (2)

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Mary E. Junck, certify that:



1	I have reviewed this Quarterly report on Form 10-Q ("Quarterly Report") of Lee Enterprises, Incorporated ("Registrant");

2	Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3	Based on my knowledge, the Consolidated Financial Statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;

4	The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

		a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

		b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

		c)	evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Quarterly Report based on such evaluation; and

		d)	disclosed in this Quarterly Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5	The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the Audit Committee of Registrant's Board of Directors (or persons performing the equivalent functions):

		a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: May 8, 2015



	/s/ Mary E. Junck
	Mary E. Junck
	Chairman, President and Chief Executive Officer

LEE 2014 ex31.2 (2)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Carl G. Schmidt, certify that:



1	I have reviewed this Quarterly report on Form 10-Q ("Quarterly Report") of Lee Enterprises, Incorporated ("Registrant");

2	Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3	Based on my knowledge, the Consolidated Financial Statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;

4	The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

		a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

		b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

		c)	evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Quarterly Report based on such evaluation; and

		d)	disclosed in this Quarterly Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an Quarterly report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5	The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the Audit Committee of Registrant's Board of Directors (or persons performing the equivalent functions):

		a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: May 8, 2015



	/s/ Carl G. Schmidt
	Carl G. Schmidt
	Vice President, Chief Financial Officer and Treasurer

LEE 2014 ex32 (2)

Exhibit 32

The following statement is being furnished to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

Re: Lee Enterprises, Incorporated

Ladies and Gentlemen:

In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), each of the undersigned hereby certifies that to our knowledge:



(i)		this Quarterly report on Form 10-Q for the period ended March 29, 2015 ("Quarterly Report"), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii)		the information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Lee Enterprises, Incorporated for the periods presented in the Quarterly Report.

Date: May 8, 2015



/s/ Mary E. Junck		/s/ Carl G. Schmidt
Mary E. Junck		Carl G. Schmidt
Chairman, President and		Vice President, Chief Financial Officer
Chief Executive Officer		and Treasurer

A signed original of this written statement required by Section 906 has been provided to Lee Enterprises, Incorporated and will be retained by Lee Enterprises, Incorporated and furnished to the Securities and Exchange Commission upon request.