General Communication Inc.
Annual Report 2012

Plain-text annual report

 UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-15279 GENERAL COMMUNICATION, INC. (Exact name of registrant as specified in its charter) State of Alaska 92-0072737 (State or other jurisdiction of (I.R.S Employer incorporation or organization) Identification No.) 2550 Denali Street Suite 1000 Anchorage, Alaska 99503 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (907) 868-5600Securities registered pursuant to Section 12(b) of the Act: NoneSecurities registered pursuant to Section 12(g) of the Act: Class A common stock Class B common stock (Title of class) (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes o No x 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 Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files). 1 Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporatedby reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the ExchangeAct.Large accelerated filer oAccelerated filer xNon-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No xThe aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the average high and lowprices of such stock as of the close of trading as of the last business day of the registrant’s most recently completed second fiscal quarter ofJune 30, 2012 was $139,641,339. Shares of voting stock held by each officer and director and by each person who owns 5% or more of theoutstanding voting stock (as publicly reported by such persons pursuant to Section 13 and Section 16 of the Exchange Act) have beenexcluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes.The number of shares outstanding of the registrant’s common stock as of March 1, 2013, was: Class A common stock – 38,589,538 shares; and,Class B common stock – 3,167,332 shares. 2 GENERAL COMMUNICATION, INC.2012 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS Page No. Cautionary Statement Regarding Forward-Looking Statements 4 Part I Item 1.Business 4 Item 1A.Risk Factors 31 Item 1B.Unresolved Staff Comments 41 Item 2.Properties 41 Item 3.Legal Proceedings 42 Item 4.Mine Safety Disclosures 42 PartII Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities 42 Item 6.Selected Financial Data 46 Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7A.Quantitative and Qualitative Disclosures About Market Risk 70 Item 8.Consolidated Financial Statements and Supplementary Data 70 Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 70 Item 9A.Controls and Procedures 70 Item 9B.Other Information 71 Part III Item 10.Directors, Executive Officers and Corporate Governance 72 Item 11.Executive Compensation 78 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 101 Item 13.Certain Relationships and Related Transactions, and Director Independence 105 Item 14.Principal Accountant Fees and Services 107 Part IV Item 15.Exhibits, Consolidated Financial Statement Schedules 109 SIGNATURES 169 3 Cautionary Statement Regarding Forward-Looking StatementsYou should carefully review the information contained in this Annual Report, but should particularly consider any risk factors that we set forthin this Annual Report and in other reports or documents that we file from time to time with the Securities and Exchange Commission(“SEC”). In this Annual Report, in addition to historical information, we state our future strategies, plans, objectives or goals and our beliefs offuture events and of our future operating results, financial position and cash flows. In some cases, you can identify those so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”“project,” or “continue” or the negative of those words and other comparable words. All forward-looking statements involve known andunknown risks, uncertainties and other important factors that may cause our actual results, performance, achievements, plans andobjectives to differ materially from any future results, performance, achievements, plans and objectives expressed or implied by theseforward-looking statements. In evaluating those statements, you should specifically consider various factors, including those identified under“Risk Factors,” and elsewhere in this Annual Report. Those factors may cause our actual results to differ materially from any of our forward-looking statements. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements providedby the Private Securities Litigation Reform Act of 1995.You should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement, and the related risks,uncertainties and other factors speak only as of the date on which they were originally made and we expressly disclaim any obligation orundertaking to update or revise any forward-looking statement to reflect any change in our expectations with regard to these statements orany other change in events, conditions or circumstances on which any such statement is based. New factors emerge from time to time, andit is not possible for us to predict what factors will arise or when. In addition, we cannot assess the impact of each factor on our business orthe extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.Part IItem 1. Business GeneralIn this Annual Report, “we,” “us,” “our,” "GCI" and “the Company” refer to General Communication, Inc. and its direct and indirectsubsidiaries.GCI was incorporated in 1979 under the laws of the State of Alaska and has its principal executive offices at 2550 Denali Street, Suite 1000,Anchorage, AK 99503-2781 (telephone number 907-868-5600).GCI is primarily a holding company and together with its direct and indirect subsidiaries, is a diversified communications provider withoperations primarily in the state of Alaska.Availability of Reports and Other InformationInternet users can access information about the Company and its services at http://www.gci.com/, http://www.gci-industrialtelecom.com,http://www.unicom-alaska.com/ and http://www.alaskaunited.com/. The Company hosts Internet services at http://www.gci.net/, broadbanddelivery of ConnectMD® services at http://www.connectmd.com, and SchoolAccess® services at http://www.schoolaccess.net/. The Companyhosts information about our TERRA-Southwest (“TERRA-SW”) and TERRA-Northwest (“TERRA-NW”) projects at http://terra.gci.com/.We make available on the http://www.gci.com/ website, free of charge, access to our Annual Report on Form 10-K, Quarterly Reports onForm 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and amendments to those materials filed or furnishedpursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 as soon as reasonably practicable after we electronically submitsuch material to the SEC. In addition, the SEC’s website is http://www.sec.gov/. The SEC makes available on this website, free of charge,reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC.Information on our websites or the SEC’s website is not part of this document. 4 Financial Information about Industry SegmentsOur five reportable segments are Consumer, Network Access, Commercial, Managed Broadband, and Regulated Operations.For financial information about our reportable segments, see “Part II — Item 7 — Management’s Discussion and Analysis of FinancialCondition and Results of Operations.” Also refer to note 10 included in “Part II — Item 8 — Consolidated Financial Statements andSupplementary Data.”Narrative Description of our Business GeneralWe are the largest Alaska-based communications provider as measured by revenues. We offer facilities-based wireless telephone services,data services, Internet access, video services and local and long-distance voice services, to residential and business customers across thestate under our GCI brand. Due to the unique nature of the markets we serve, including harsh winter weather and remote geographies, ourcustomers rely extensively on our systems to meet their communication and entertainment needs. We benefit from the attractivedemographic and economic characteristics of Alaska.Since our founding in 1979 as a competitive long distance provider, we have consistently expanded our product portfolio and facilities tobecome the leading integrated communication services provider in our markets. Our facilities include redundant and geographically diversedigital undersea fiber optic cable systems linking our Alaska terrestrial networks to the networks of other carriers in the lower 48 contiguousstates. In recent years, we expanded our efforts in wireless and presently operate the only statewide wireless network. Our networkprovides access for both global system for mobile communications (“GSM”) and code division multiple access (“CDMA”) based devices, andfourth generation evolved high-speed packet access (“HSPA+”) based wireless communications. As of December 31, 2012, our cablesystems passed 78% of Alaska’s households, and we have achieved 50% basic cable penetration of the homes we reach. We believe weoffer superior video services relative to direct broadcast satellite (“DBS”), which is limited by Alaska’s geographic location, challenging climateand terrain features. At December 31, 2012, 80% of the local access lines we served were carried on our own last mile facilities.Our Consumer segment serves residential customers. Our Network Access segment serves other common carriers. Our Commercialsegment serves local, national and global businesses, governmental entities, and public and private educational institutions. Our ManagedBroadband segment serves rural school districts, hospitals and health clinics. The financial results of the long-distance and local access soldto consumer and commercial customers that we serve in the Bethel, Alaska area are reported in the Regulated Operations segment.For the year ended December 31, 2012, we generated consolidated revenues of $710.2 million. We ended the period with 140,000 wirelesssubscribers, 128,900 cable modem subscribers, 140,000 basic video subscribers and 129,600 local access lines in service.Development of our Business During the Past Fiscal YearThe Alaska Wireless Network. On June 4, 2012, we entered into an Asset Purchase and Contribution Agreement (“Wireless Agreement”)by and among Alaska Communications Systems Group, Inc. (“ACS”), GCI, ACS Wireless, Inc., a wholly owned subsidiary of ACS (“ACSMember”), GCI Wireless Holdings, LLC, a wholly owned subsidiary of GCI, and The Alaska Wireless Network, LLC (“AWN”), a whollyowned subsidiary of GCI, pursuant to which the parties have agreed to contribute the respective wireless network assets of GCI, ACS andtheir affiliates to AWN. We entered into this agreement to provide a robust, statewide network with the spectrum mix, scale, advancedtechnology and cost structure necessary to compete with Verizon Wireless (“Verizon”) and AT&T Mobility, LLC (“AT&T Mobility”) inAlaska. After the transaction closes AWN will provide wholesale services to GCI and ACS. GCI and ACS will use the AWN network in orderto continue to sell services to their respective retail customers. GCI and ACS will continue to compete against each other and other wirelessproviders in the retail market. 5 Under the terms of the Wireless Agreement, we agreed to purchase certain wireless network assets from ACS and its affiliates for $100.0million and we will contribute the purchased assets, our wireless network assets and certain rights to use capacity to AWN. ACS also agreedto contribute its remaining wireless network assets and certain rights to use capacity to AWN. Upon the contribution of assets to AWN, ACSMember will own one-third of AWN and we will own two-thirds of AWN. ACS Member will be entitled to receive preferential cashdistributions totaling $190.0 million over the first four years of AWN’s operations and we will be entitled to all remaining cash distributionsduring that period. We anticipate that the $190.0 million preferential distributions to ACS will constitute approximately $80.0 million indistributions over the distributions otherwise attributable to their ownership percentage during such period. Following the initial four yearperiod, we and ACS Member will receive distributions proportional to our ownership interests. We are evaluating the accounting treatmentfor this transaction.The closing of the transactions is subject to the satisfaction of customary closing conditions, including the receipt of required governmentaland third party consents and approvals and the expiration of any applicable waiting periods under competition laws. The waiting period underthe Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired without any objections. The transactions are expected to close in thesecond quarter of 2013.TERRA-NW Project Funding. In August 2011, we entered into our first financing arrangement under the New Markets Tax Credit (“NMTC”)program that provided $16.5 million in net cash to our wholly owned subsidiary, Unicom, Inc. (“Unicom”), to help fund the extension ofterrestrial broadband service for the first time to rural Northwestern Alaska communities via a high capacity hybrid fiber optic and microwavenetwork. This project, called TERRA-NW, connects to our TERRA-SW network and provides a high capacity backbone connection from theserved communities to the Internet. In October 2012 and December 2012, we entered into our second and third financing arrangements,respectively, under the NMTC program. The second and third NMTC transactions provided $12.9 million and $2.9 million, respectively, innet cash to Unicom.In September 2011, the Regulatory Commission of Alaska (“RCA”) approved our application for a $5.3 million grant to help fund TERRA-NW. The grant was increased to $6.3 million in January 2012.The NMTC arrangements and grant award discussed above partially fund backbone network facilities that we would not otherwise be able toconstruct within our return-on-investment requirements. We plan to fund an additional $20.7 million for TERRA-NW. We beganconstruction on TERRA-NW in 2012 and expect to complete all current phases of the project in 2014. We began offering service on Phase 1of this new facility on January 3, 2013.Universal Service Fund Lifeline Support. On February 6, 2012, the Federal Communications Commission (“FCC”) released its Reportand Order and Further Notice of Proposed Rulemaking to comprehensively reform and modernize the Universal Service Fund’s (“USF”)Lifeline program. The Lifeline program is administered by the Universal Service Administrative Company (“USAC”) and is designed toensure that quality telecommunications services are available to low-income customers at affordable rates. The order adopted severalreforms but the only reform with a significant 2012 impact was a requirement for annual recertification of all Lifeline subscribers enrolled asof June 1, 2012, to be completed by the end of 2012 subject to the waiver to perfect early recertifications by January 31, 2013. Thecompletion of the annual recertification process was the primary reason for our loss of approximately 10,000 Lifeline subscribers fromDecember 31, 2011 to December 31, 2012.Mobility Fund Grant. On October 3, 2012, the FCC announced our winning bids in the Mobility Fund I auction for a $3.2 million grant topartially fund expansion of our 3G wireless network to high cost rural locations in Alaska. Upon review we agreed to accept $2.3million. Upon FCC authorization of our final application submission, which is currently pending, we plan to begin construction in 2013 andexpect to complete the project in 2014. 6 Denali Media Holdings. On November 9, 2012, we entered into asset purchase agreements, pursuant to which Denali Media Holdings, awholly owned subsidiary of GCI, through its wholly owned subsidiaries, Denali Media Anchorage, Corp. and Denali Media Southeast,Corp., agreed to purchase three Alaska broadcast stations: CBS affiliate KTVA-TV of Anchorage and NBC affiliates KATH-TV in Juneau andKSCT-TV of Sitka, for a total of $7.6 million (“Media Agreements”). We entered into these agreements as the first step toward providing anew statewide platform for news and information as well as a method to provide unique content and value to our video subscribers. TheMedia Agreements are subject to the satisfaction of customary closing conditions, including the receipt of required governmental approvalsfrom the FCC. The transactions are expected to close in the second half of 2013.You should see “Part I — Item 1. Business — Regulation” for regulatory developments.Business StrategyWe intend to continue to increase revenues using the following strategies:Offer Bundled Products. We offer innovative service bundles to meet the needs of our consumer and commercial customers. We believethat bundling our services significantly improves customer retention, increases revenue per customer and reduces customer acquisitionexpenses. Our experience indicates that our bundled customers are significantly less likely to churn, and we experience less price erosionwhen we effectively combine our offerings. Bundling improves our top line revenue growth, provides operating cost efficiencies that expandour margins and drives our overall business performance. As a measure of success to date, over 85,000 of our residential customerssubscribe to one of our service bundles that include two or more services.Maximize Sales Opportunities. We successfully sell new and enhanced services and products between and within our business segmentsto our existing customer base to achieve increased revenues and penetration of our services. Through close coordination of our customerservice and sales and marketing efforts, our customer service representatives suggest to our customers other services they can purchase orenhanced versions of services they already purchase. Many calls into our customer service centers or visits into one of our 41 retail storesresult in sales of additional services and products.Deliver Industry Leading Customer Service. We have positioned ourselves as a customer service leader in the Alaska communicationsmarket. We have organized our operations to effectively focus on our customers. We operate our own customer service department andhave empowered our customer service representatives to handle most service issues and questions on a single call. We prioritize ourcustomer services to expedite handling of our most valuable customers’ issues, particularly for our largest commercial customers. Webelieve our integrated approach to customer service, including service set-up, programming various network databases with the customer’sinformation, installation, and ongoing service, allows us to provide a customer experience that fosters customer loyalty.Leverage Communications Operations. We continue to expand and evolve our integrated network for the delivery of our services. Ourbundled strategy and integrated approach to serving our customers creates efficiencies of scale and maximizes network utilization. Byoffering multiple services, we are better able to leverage our network assets and increase returns on our invested capital. We periodicallyevaluate our network assets and continually monitor technological developments that we can potentially deploy to increase network efficiencyand performance.Expand Our Product Portfolio and Footprint in Alaska. Throughout our history, we have successfully added and expect to continue to addnew products to our product portfolio. We have a demonstrated history of new product evaluation, development and deployment for ourcustomers, and we continue to assess revenue-enhancing opportunities that create value for our customers. In addition to new servicessuch as additional high definition television ("HDTV") channels, we are also expanding the reach of our core products to newmarkets. Where feasible and where economic analysis supports geographic expansion of our network coverage, we are currently pursuingor expect to pursue opportunities to increase the scale of our facilities, enhance our ability to serve our existing customers’ needs and attractnew customers. 7 Make Strategic Acquisitions. We have a history of making and integrating acquisitions of in-state telecommunications providers. Ourmanagement team will continue to actively pursue and buy companies that we believe fit with our strategy and networks and that enhanceearnings.Description of our Business by Reportable Segment OverviewOur five reportable segments are Consumer, Network Access, Commercial, Managed Broadband, and Regulated Operations. Following areour segments and the services and products each offers to its customers: Reportable SegmentsServices and ProductsConsumerNetwork AccessCommercialManagedBroadbandRegulatedOperations WirelessXXX Data: InternetXXXX Data Networks XXX Managed Services XX Managed Broadband Services X VideoX X Voice: Long-distanceXXX X Local AccessXXX X Many of our networks and facilities are utilized by more than one segment to provide services and products to our customers. The followingdescription of our business by reportable segment includes a comprehensive discussion within the Consumer segment section withreferences to that section if such common network and facility use exists in another segment. Similarly, many of the same services andproducts are sold to our customers in different segments.The following discussion includes information about significant services and products, sales and marketing, facilities, competition andseasonality for each of our five reportable segments. For a discussion and analysis of financial condition and results of operations please see“Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Consumer SegmentConsumer segment revenues for 2012, 2011 and 2010 are summarized as follows (amounts in thousands): Year Ended December 31, 2012 2011 2010 Total Consumer segment revenues1 $352,972 352,574 342,898 1 See “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 10 includedin “Part II — Item 8 — Consolidated Financial Statements and Supplementary Data” for more information regarding the financialperformance of our Consumer segment. 8 Services and ProductsOur Consumer segment offers a full range of wireless, data, video and voice services and products to residential customers.Wireless Services and ProductsRevenues derived from Consumer segment wireless services and products in 2012, 2011, and 2010 totaled $109.8 million, $109.9 million,and $105.7 million, respectively, or 15%, 16%, and 16% of our total revenues, respectively.We offer facilities-based mobile wireless voice and data services to our customers in the state’s largest population centers and many othersmall Alaska communities. We offer our customers a variety of post-paid and prepaid wireless rate plans so they can choose the plan thatbest fits their expected needs.Wireless voice service is generally offered on a contract basis for one or two year periods. Under the terms of these contracts, service is billedand provided on a monthly basis according to the applicable rate plan chosen. Our offerings include regional and national rate plans at avariety of pricing tiers. Our wireless voice plans generally combine a fixed monthly access charge, a designated number of minutes-of-use,per minute usage charges for minutes in excess of the included amount and additional charges for certain custom-calling features. Most ofour plans include basic features such as voice messaging, caller ID, call forwarding and call waiting, and two-way text messaging.Wireless data service is included in certain plans or can be purchased as a feature to a plan. Wireless data services include mobileproductivity applications, such as Internet access, messaging and email services; wireless photo and video offerings; location-basedcapabilities, including navigation tools; and mobile entertainment applications, including the ability to view live television, listen to satelliteradio, download and listen to music, and game play with full-color graphics and polyphonic and real-music sounds from a wirelesshandset. Our wireless data plans generally combine a fixed monthly access charge, a designated number of megabytes-of-use and permegabyte usage charges for megabytes in excess of the included amount. In 2012 we began offering our wireless data subscribers access toour high speed Wi-Fi product we call TurboZone. This access is complimentary through March 31, 2013.We sell a variety of wireless handsets and data cards manufactured by various suppliers for use with our wireless services. We also sellaccessories, such as carrying cases, hands-free devices, batteries, battery chargers and other items. We provide contract subscriberssubstantial equipment subsidies to initiate, continue or upgrade service.Data Services and ProductsRevenues derived from Consumer segment data services and products in 2012, 2011, and 2010 totaled $86.5 million, $72.0 million, and$61.4 million, respectively, or 12%, 11%, and 9% of our total revenues, respectively.InternetWe primarily offer high-speed cable modem service. Our consumer high-speed cable modem Internet service offers up to 50 Mbps downloadand 5 Mbps upload speeds.Consumer Internet service is billed and provided on a monthly basis according to the applicable rate plan chosen. Our Internet plansgenerally combine a fixed monthly access charge, a designated number of megabytes-of-use, per megabyte usage charges for megabytes inexcess of the included amount and additional charges for value-added features such as e-mail virus prevention, personal web site anddomain hosting, and additional e-mail accounts.Video Services and ProductsRevenues derived from Consumer segment video services and products in 2012, 2011, and 2010 totaled $115.3 million, $118.6 million, and$118.5 million, respectively, or 16%, 17%, and 18% of our total revenues, respectively. 9 Our video systems serve 41 communities and areas in Alaska, including the state’s five largest population centers, Anchorage, Fairbanks,the Matanuska-Susitna Valley, the Kenai Peninsula, and Juneau.We offer a full range of video services over our broadband cable systems. Our video service offerings include the following:Basic video. Our basic video service consists of digital basic service with access of up to 21 channels of programming and an expandeddigital basic service with access of up to 109 additional channels of programming. These services generally consist of programming providedby national and local broadcast networks, national and regional cable networks, and governmental and public access programming. Wetransmit an entirely digital signal for all cable television channels in all markets we serve.High-definition television. Our HDTV service provides our subscribers with improved, high-resolution picture quality, improved audioquality and a wide-screen, theater-like display. Our HDTV service offers a broad selection of high-definition programming with access to up to115 high-definition channels including most major broadcast networks, leading national cable networks, premium channels and nationalsports networks.Digital video recorder. Our advanced digital video recorder ("DVR") service lets digital video subscribers select, record and store programsand play them at whatever time is convenient. DVR service also provides the ability to pause and rewind “live” television. During 2012 weintroduced our Whole Home DVRs which allow the subscriber to watch recordings from any room, not just the room where it was recorded.Premium channel programming. Our premium channel programming service, which includes cable networks such as Home Box Office,Showtime, Starz and Cinemax, generally offers, without commercial interruption, feature motion pictures, original programming, live andtaped sporting events, concerts and other special features.Video on demand. Our video on demand service permits our video subscribers to order at their convenience and for a separate fee,individual feature motion pictures and special event programs, on an unedited, commercial-free basis.Pay-per-view programming. Our pay-per-view service permits our video subscribers to order, for a separate fee, scheduled individualfeature motion pictures and special event programs, such as professional boxing, professional wrestling and concerts, on an unedited,commercial-free basis.Voice Services and ProductsRevenues derived from Consumer segment voice services and products in 2012, 2011, and 2010 totaled $41.4 million, $52.1 million, and$57.3 million, respectively, or 6%, 8%, and 9% of our total revenues, respectively.Long-DistanceWe are a full-service long-distance provider including intrastate, interstate and international calling.Local AccessWe offer local access services in many communities and areas in Alaska, including the state’s five largest population centers, Anchorage,Fairbanks, the Matanuska-Susitna Valley, the Kenai Peninsula, and Juneau. Our own digital local phone service (“DLPS”) facilities andcollocated remote facilities that access the incumbent local exchange carrier (“ILEC”) unbundled network element ("UNE") loops allow us tooffer full featured local service products to customers. In areas where we do not have our own DLPS facilities or access to ILEC UNE loopfacilities, we offer service using total service resale of the ILEC’s local service or UNE platform.Bundled Services and ProductsWe combine one or more of our individual service and product offerings into bundles that we sell to our Consumer segment customers atattractive prices. Our most popular bundled offering includes cable modem Internet access, video service, long-distance and local accessservices. In addition to several other bundled offerings, we also offer a bundle of wireless services, cable modem Internet access and videoservice. 10 Sales and MarketingOur Consumer segment sales efforts are primarily directed toward increasing the number of subscribers we serve, selling bundled services,and generating incremental revenues through product and feature up-sell opportunities.FacilitiesWe operate a modern, competitive communications network employing digital transmission technology over our fiber optic facilities withinAlaska and between Alaska and the lower 48 states. Our facilities include three self-constructed digital undersea fiber optic cable systemslinking our Alaska terrestrial networks to the networks of other carriers in the lower 48 states:· Alaska United East was placed into service in 1999 and connects Whittier, Valdez and Juneau, Alaska and Seattle, Washington,· Alaska United West was placed into service in 2004 and connects Seward, Alaska to Warrenton, Oregon, and· Alaska United Southeast was placed into service in 2008 and connects Ketchikan, Wrangell, Petersburg, Angoon and Sitka, Alaskato Alaska United West and Alaska United East.The combination of our Alaska United East, Alaska United West and Alaska United Southeast systems provides us with the ability to providefully protected geographically diverse routing of service between Alaska and the lower 48 states.Our Alaska United Northwest self-constructed terrestrial fiber optic cable system connects Anchorage and Fairbanks, Alaska along the ParksHighway corridor and we own a terrestrial fiber optic cable system that extends from Prudhoe Bay, Alaska to Valdez, Alaska via Fairbanks,Alaska.We have Indefeasible Right to Use ("IRU") capacity in the Kodiak-Kenai Cable Company, LLC’s undersea fiber optic cable system linkingAnchorage to Kenai, Homer, Kodiak, Narrow Cape on Kodiak Island, and Seward, Alaska.We serve many rural and remote Alaska locations solely via satellite communications. Each of our C-band and Ku-band satellitetransponders is backed up on alternate spacecraft with multiple backup transponders. The primary spacecraft we use to provide voice, dataand Internet services to our rural Alaska customers are Intelsat’s Galaxy 18 for C-band and Intelsat's Horizons 1 for Ku-band, but we alsolease capacity on two other spacecraft, SES Americom’s AMC-7 and AMC-8.We lease one 36 MHz transponder on SES Americom's AMC-7 spacecraft. We use this transponder to distribute multi-channel, digitallyencoded video programming and other services to remote locations within Alaska. We may use this transponder along with four others thatwe reserve on AMC-7 to restore service during any fiber outage that may occur in our network.We operate digital microwave systems to link Anchorage with the Kenai Peninsula, and our Prudhoe Bay Earth Station with Deadhorse,Alaska. Virtually all switched services are computer controlled, digitally switched, and interconnected by a packet switched SS7 signalingnetwork.We operate a hybrid fiber optic cable and digital microwave system (“TERRA”) linking Anchorage with the Bristol Bay and Yukon-Kuskokwimregions of the state. This system serves 67 communities with interstate Ethernet and TDM services. The network is computer controlled,centrally monitored and supports multiple services.Other facilities include major earth stations at Adak, Barrow, Bethel, Dillingham, Dutch Harbor, Eagle River, Fairbanks, Galena, KingSalmon, Kodiak, Kotzebue, McGrath, Nome, Prudhoe Bay, Sitka, Unalakleet, and Yakutat, all in Alaska, serving the communities in theirvicinity. The Eagle River earth station is linked to the Anchorage distribution center by fiber optic facilities.We use a synchronous optical network ("SONET") and Optical Ethernet as service delivery methods for our terrestrial metropolitan areanetworks and long-haul terrestrial and undersea fiber optic cable systems. 11 A fiber optic cable system from our Anchorage distribution center connects to the Matanuska Telephone Association (“MTA”), Eagle Rivercentral office and to our major hub earth station in Eagle River. We have digital microwave and fiber IRU facilities serving the KenaiPeninsula communities. We maintain earth stations in Fairbanks (connected via SONET fiber facilities), Anchorage (Benson earth station),and in Prudhoe Bay, Unalakleet and Bethel as terrestrial network restoration earth stations. Our Benson earth station also uplinks ourstatewide video service; such service may be pre-empted if earth station capacity is needed to restore our fiber network between Anchorageand Prudhoe Bay, and Anchorage and TERRA-SW communities.We use our demand assigned multiple access ("DAMA") facilities to serve 56 additional locations throughout Alaska. DAMA is a digitalsatellite earth station technology that allows calls to be made between remote villages using only one satellite hop, thereby reducing satellitedelay and capacity requirements while improving quality. In addition, 89 (for a total of 145) C-band facilities provide dedicated Internet accessand private network services to rural public schools, hospitals, health clinics, and natural resource development industries throughoutAlaska. Our network of 213 Ku-band facilities provides dedicated Internet access and private network services to rural public schools,hospitals, health clinics, and natural resource development industries throughout Alaska, and in ten locations in the lower 48 states.Our Anchorage, Fairbanks, and Juneau distribution centers contain electronic switches to route calls to and from local exchange companiesand other long-distance carriers and, in Seattle, to obtain access to other carriers to distribute our southbound traffic to the remaining 49states and international destinations. Our digital switching systems also provide local service in Anchorage, Fairbanks, Juneau and 14smaller communities throughout Alaska. Our extensive metropolitan area fiber network in Anchorage supports video, Internet and telephonyservices. The Anchorage, Fairbanks, and Juneau facilities also include digital access cross-connect systems, Internet platforms, frame relay,optical ethernet and multi-protocol label switching (“MPLS”) data switches. The Anchorage and Fairbanks facilities also include collocationfacilities for interconnecting and hosting equipment for other carriers and commercial entities.We utilize our coaxial cable facilities for DLPS. This delivery method allows us to utilize our own cable facilities to provide local access serviceto our customers and avoid paying local loop charges to the ILEC.Our statewide cable systems consist of 3,234 miles of installed cable plant having 450 to 860 MHz of channel capacity. Our videobusinesses are located throughout Alaska and serve 41 communities and areas in Alaska, including the state’s five largest populationcenters, Anchorage, Fairbanks, the Matanuska-Susitna Valley, the Kenai Peninsula, and Juneau. Our facilities include cable plant and head-end distribution equipment. Some of our locations on the fiber routes are served from the head-end distribution equipment in Anchorage. Allof our cable systems are completely digital.We provide access to the Internet using a platform that includes many of the latest advancements in technology. The physical platform isconcentrated in Anchorage and is extended into many remote areas of the state. Our Internet platform includes the following:Our Anchorage facilities are connected to multiple Internet access points in Seattle through multiple, diversely routed networks;We use multiple routers on each end of the circuits to control the flow of data and to provide resiliency; andOur Anchorage facility consists of routers, a bank of servers that perform support and application functions, database servers providingauthentication and user demographic data, layer two and layer three gigabit, 10 gigabit and 100 gigabit switch networks forintercommunications and broadband services. 12 Our dedicated Internet access and Internet protocol ("IP") data services are delivered to routers located at the multiple service pointsthroughout our service area. Our Internet management platform constantly monitors these routers and continual communications aremaintained with all of the core and distribution devices in the network. The availability and quality of service, as well as statistical informationon traffic loading, are continuously monitored for quality assurance. The management platform has the capability to remotely access routers,servers and layer two switches, permitting changes in configuration without the need to be physically located at the service point.We own statewide wireless facilities that cover most of the population providing service to urban and rural Alaska communities and we willcontinue to expand these networks throughout the terrestrially and satellite served portions of Alaska in 2013. We own GSM/HSPA+ andCDMA/EVDO wireless facilities serving urban Alaska locations. Our urban network includes Ericsson and Nortel wireless switches locatedin Anchorage and 218 cell sites that serve the following areas of Alaska: Anchorage and Eagle River, the Matanuska-Susitna Valley, KenaiPeninsula, Southeast, Kodiak and Fairbanks. Our rural network consists of 164 GSM facilities that are located throughout Alaska’s ruralvillages and communities. We extend our network coverage through roaming arrangements with other GSM and CDMA carriers. Inaddition, under an agreement with ACS, we have integrated all of our GSM/HSPA+ sites with all 48 of their Long Term Evolution (“LTE”)network sites to enhance the speed of our data traffic. These integrated sites are located in Anchorage, Fairbanks, Juneau and the KenaiPeninsula.We own 1,212 wireless access points in Anchorage, Fairbanks, Juneau, Kodiak, Ketchikan, Kenai-Soldotna, Matanuska-Susitna valley, andother areas of the State to support our TurboZone product.CompetitionA discussion of competition by product and service in our Consumer segment follows.Wireless Services and Products CompetitionWe compete against AT&T Mobility, ACS, MTA, and resellers of those services in Anchorage and other markets. In November 2010, Verizonacquired a license for 700 MHz wireless spectrum covering Alaska. We expect Verizon will complete their build of an LTE network in 2013and subsequently they will be an additional competitor where our markets overlap.Regulatory policies favor robust competition in wireless markets. Wireless local number portability helps to maintain a high level ofcompetition in the industry. Number portability allows subscribers to switch carriers without having to change their telephone numbers.The communications industry continues to experience significant technological changes, as evidenced by the increasing pace ofimprovements in the capacity and quality of digital technology, shorter cycles for new products and enhancements and changes in consumerpreferences and expectations. Accordingly, we expect competition in the wireless communications industry to continue to be dynamic andintense as a result of the development of new technologies, services and products.The national wireless carriers against whom we compete or expect to compete, AT&T Mobility and Verizon, have resources that aresubstantially greater than ours. These companies have significantly greater spectrum, capital, financial, marketing, human capital,distribution and other resources than we do. Specifically, as a regional wireless carrier we may not have immediate access to some wirelesshandsets that are available to these national wireless carriers. In 2012, along with other regional wireless carriers in Alaska, we gainedaccess to, and began offering, the iPhone-series of wireless handsets to our subscribers. In addition, as discussed in Development of OurBusiness During the Past Fiscal Year section of this Item 1, we have entered into an agreement with ACS to create AWN, which will allowus to compete better against the national carriers on all resource fronts.We compete for customers based principally upon price, bundled services, the services and enhancements offered, network quality,customer service, network coverage and capacity, the type of wireless handsets offered, and the availability of differentiated features andservices. Our ability to compete successfully will depend, in part, on our marketing efforts and our ability to anticipate and respond to variouscompetitive factors affecting the industry. 13 Data Services and Products CompetitionThe Internet industry is highly competitive, rapidly evolving and subject to constant technological change. Competition is based upon priceand pricing plans, service bundles, the types of services offered, the technologies used, customer service, billing services, and perceivedquality, reliability and availability. We compete with other Alaska based Internet providers and domestic, non-Alaska based providers thatprovide national service coverage. Several of the providers headquartered outside of Alaska have substantially greater financial, technical andmarketing resources than we do.With respect to our high-speed cable modem service, ACS and other Alaska telephone service providers are providing competitive high-speeddata subscriber line services over their telephone lines in direct competition with our high-speed cable modem service. DBS providers andlocal fixed wireless providers supply wireless high-speed Internet service in competition with our high-speed cable modem services.Niche providers in the industry, both local and national, compete with certain of our Internet service products, such as web hosting, listservices and e-mail.We expect to continue to provide, at reasonable prices and in competitive bundles, a greater variety of data services than are available throughother alternative delivery sources. Additionally, we believe we offer superior technical performance and speed, and responsive community-based customer service. Increased competition, however, may adversely affect our market share and results of operations from our dataservices product offerings.Video Services and Products CompetitionOur video systems face competition from online services and devices that offer Internet video streaming and distribution of movies,television shows and other video programming, as well as alternative methods of receiving and distributing television signals, includingDBS, digital video over telephone lines, broadband IP-based services, wireless and satellite master antenna television ("SMATV") systems,and from other sources of news, information and entertainment such as off-air television broadcast programming, newspapers, movietheaters, live sporting events, interactive computer services, and home video products, including video discs. Our video systems also facecompetition from potential overbuilds of our existing cable systems by other cable television operators and municipally-owned cable systems,and alternative methods of receiving and distributing television signals. The extent to which our video systems are competitive depends, inpart, upon our ability to provide quality programming and other services at competitive prices.Online video services via the Internet are a major growing source of competition for our video services. However, as a major Internet-provider ourselves, the competition may result in additional data service subscriber revenue to the extent we grow Internet average revenueper subscriber.We believe that the greatest source of external competition for our video services comes from the DBS industry. Two major companies,DIRECTV and DISH DBS Corporation, are currently offering nationwide high-power DBS services. The ILECs in the Matanuska-SusitnaValley and Ketchikan offer digital video service over telephone lines in limited areas. Their product offerings and price points are similar toour product offerings. With the addition of Anchorage local broadcast stations, increased marketing, ILEC and DBS alliances, and emergingtechnologies creating new opportunities, competition from these sources has increased and will likely continue to increase.Competitive forces will be counteracted by offering expanded programming through digital services. Digital delivery technology is beingutilized in all of our systems. We have retransmission agreements with Anchorage broadcasters and provide for the uplink/downlink of theirsignals into all our systems, and local programming for our customers. Additionally, in November 2012 we entered into the MediaAgreements as a method to provide unique content and value to video subscribers. 14 Other new technologies may become competitive with non-entertainment services that video systems can offer. The FCC has authorizedtelevision broadcast stations to transmit textual and graphic information useful to both consumers and businesses. The FCC also permitscommercial and non-commercial FM radio stations to use their subcarrier frequencies to provide non-broadcast services including datatransmissions. The FCC established an over-the-air interactive video and data service that will permit two-way interaction with commercialand educational programming along with informational and data services. ILECs and other common carriers also provide facilities for thetransmission and distribution to homes and businesses of interactive computer-based services, including the Internet, as well as data andother non-video services. The FCC has conducted spectrum auctions for licenses to provide personal communication services (“PCS”) aswell as other services. PCS and other services will enable license holders, including cable operators, to provide voice and data services. Weown a statewide PCS license in Alaska.Video systems generally operate pursuant to franchises granted on a non-exclusive basis. The 1992 Cable Act gives local franchisingauthorities jurisdiction over basic video service rates and equipment in the absence of “effective competition.” The 1992 Cable Act alsoprohibits franchising authorities from unreasonably denying requests for additional franchises and permits franchising authorities to operatevideo systems. Well-financed businesses from outside the video industry (such as the public utilities that own certain of the poles on whichcable is attached) may become competitors for franchises or providers of competing services.We expect to continue to provide, at reasonable prices and in competitive bundles, a greater variety of communication services than areavailable off-air or through other alternative delivery sources. Additionally, we believe we offer superior technical performance and responsivecommunity-based customer service. Increased competition, however, may adversely affect our market share and results of operations fromour video services product offerings.Voice Services and Products CompetitionLocal AccessWe compete against ACS, the ILEC in Anchorage, Juneau, Fairbanks and the Kenai Peninsula area; MTA, the ILEC in the Matanuska-Susitna Valley, and other smaller ILECs in other communities.In the local telephone services market, the 1996 Telecom Act, judicial decisions, state and federal legislative and regulatory developments,and new technologies have increased the overall likelihood that barriers to local telephone competition will be substantially reduced orremoved. These initiatives include requirements that ILECs negotiate with entities, including us, to provide interconnection to the existinglocal telephone network, to allow the purchase, at cost-based rates, of access to UNEs, to establish dialing parity, to obtain access to rights-of-way and to resell services offered by the ILEC. We have been able to obtain interconnection, access and related services from the ILECs, atrates that allow us to offer competitive services. However, if we are unable to continue to obtain these services and access at acceptable rates,our ability to offer local access services, and our revenues and net income, could be materially adversely affected. To date, we have beensuccessful in capturing a significant portion of the local telephone market in the locations where we are offering these services. However,there can be no assurance that we will continue to be successful in attracting or retaining these customers. In addition, wireless and VoIPservices continue to grow as an alternative to wireline services as a means of reaching customers. Wireless local number portability allowsconsumers to retain the same phone number as they change service providers allowing for interchangeable and portable fixed-line andwireless numbers. A growing number of consumers now use wireless service as their primary voice phone service for local calling.Long-DistanceThe long-distance industry is intensely competitive, with service offerings based upon price and bundling.In the intrastate, interstate and international long-distance market, we compete against ACS, MTA, long-distance resellers, and certainsmaller rural local telephone companies. There is also the possibility that new competitors will enter the Alaska market. In addition,wireless and voice over Internet protocol ("VoIP") services continue to grow as an alternative to wireline services as a means of reachingcustomers. Wireless local number portability allows consumers to retain the same phone number as they change service providers allowingfor interchangeable and portable fixed-line and wireless numbers. A growing number of consumers now use wireless service as theirprimary voice phone service for long-distance calling. 15 We have competed in the long-distance market by offering discounts from rates charged by our competitors and by providing desirablebundles of services.Our ability to compete successfully will depend on our ability to anticipate and respond to various competitive factors affecting the industry,including new services that may be introduced, changes in consumer preferences, demographic trends, economic conditions and pricingstrategies.We believe that we have certain advantages over ILECs in providing communications services, including awareness by Alaskan customersof the GCI brand name, our facilities-based communications network, and our prior experience in, and knowledge of, the Alaskan market.See “Regulation — Wireline Voice Services and Products” below for more information.SeasonalityOur Consumer segment services and products do not exhibit significant seasonality. Our ability to implement construction projects ishampered during the winter months because of cold temperatures, snow and short daylight hours.Network Access SegmentNetwork Access segment revenues for 2012, 2011 and 2010 are summarized as follows (amounts in thousands): Year Ended December 31, 2012 2011 2010 Total Network Access segment revenues1 $105,447 105,456 107,227 1 See “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 10 includedin “Part II — Item 8 — Consolidated Financial Statements and Supplementary Data” for more information regarding the financialperformance of our Network Access segment.Services and ProductsOur Network Access segment offers wholesale wireless, data and voice services and products to other common carrier customers. Weprovide network transport, billing services and access to our network to other common carriers. These services allow other common carriersto provide services to their customers that originate or terminate on our network, or on the networks of other communication companies towhich we connect.Wireless Services and ProductsRevenues derived from Network Access segment wireless services and products in 2012, 2011, and 2010 totaled $26.8 million, $19.4million, and $16.7 million, respectively, or 4%, 3%, and 3% of our total revenues, respectively. We provide roaming services on ourwireless network within Alaska to other GSM and CDMA wireless carriers.Data Services and ProductsRevenues derived from Network Access segment data services and products in 2012, 2011, and 2010 totaled $56.2 million, $62.5 million,and $61.5 million, respectively, or 8%, 9%, and 9% of our total revenues, respectively.Data network services include MPLS, frame relay, private line and dedicated Internet service.Voice Services and ProductsRevenues derived from Network Access segment voice services and products in 2012, 2011, and 2010 totaled $22.5 million, $23.6 million,and $29.0 million, respectively, or 3%, 3%, and 4% of our total revenues, respectively. 16 We are engaged in the transmission of interstate and intrastate-switched message telephone service. We terminate northbound messagetelephone service traffic for several large resellers who do not have facilities of their own in Alaska. We also provide origination of southboundcalling card, toll-free services, and toll services for interexchange carriers. Services are generally provided pursuant to contracts.Sales and MarketingOur Network Access segment sales and marketing efforts are primarily directed toward increasing the number of other common carriers weserve, the number of billable minutes of wireless and long-distance traffic, and the number of billable megabytes of wireless data traffic wecarry over our network and the number of voice and data transmission circuits leased. We sell our voice, data and wireless servicesprimarily through direct contact marketing.FacilitiesOur Network Access segment shares common facilities used for wireless, data and voice services by other segments. You should refer to“Consumer Segment — Facilities” above for additional information.Major CustomerWe had no major customer in 2012, 2011 or 2010.CompetitionOur Network Access segment competes against AT&T Alascom, ACS, and certain smaller rural local telephone carriers. There is also thepossibility that new competitors will enter the Alaska market.Other common carrier traffic routed to us for termination in Alaska is largely dependent on traffic routed to our carrier customers by theircustomers. Pricing pressures, new program offerings, revised business plans, and market consolidation continue to evolve in the marketsserved by our carrier customers. If, as a result, their traffic is reduced, or if their competitors’ costs to terminate or originate traffic in Alaskaare reduced, our traffic will also likely be reduced, and we may have to respond to competitive pressures. We are unable to predict the effectof such changes on our business.Historically, we have competed in the Network Access segment market by offering rates comparable to or less than our competitors, byproviding a comprehensive service model to meet the complete needs of our carrier customers, and by providing responsive customerservice.Another carrier operates a pair of fiber optic cable facilities connecting points in Alaska to the lower 48 states. This additional fiber systemprovides direct competition to services we provide on our owned fiber optic cable facilities.SeasonalityNetwork Access segment long-distance and wireless services revenues derived from our other common carrier customers have historicallybeen highest in the summer months because of temporary population increases attributable to tourism and increased seasonal economicactivity such as construction, commercial fishing, and oil and gas activities. Our Network Access segment data services do not exhibitsignificant seasonality.Commercial SegmentWe offer a full range of communications services and products to commercial and governmental customers. Commercial segment revenuesfor 2012, 2011 and 2010 are summarized as follows (amounts in thousands): Year Ended December 31, 2012 2011 2010 Total Commercial segment revenues1 $143,575 136,101 128,458 17 1 See “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 10 includedin “Part II — Item 8 — Consolidated Financial Statements and Supplementary Data” for more information regarding the financialperformance of our Commercial segment.Services and ProductsOur Commercial segment offers a full range of wireless, data, video and voice services and products to local, national and globalbusinesses, governmental entities, and public and private educational institutions.Wireless Services and ProductsRevenues derived from Commercial segment wireless services and products in 2012, 2011, and 2010 totaled $9.9 million, $9.8 million,and $8.7 million, respectively, or 1% of our total revenues for each year.Wireless services and products offered to our Commercial segment customers are the same as those described in the Consumer WirelessServices and Products section above. You should refer to “Consumer Segment — Services and Products” above for additional information.Data Services and ProductsRevenues derived from Commercial segment data services and products in 2012, 2011, and 2010 totaled $93.4 million, $86.0 million, and$76.8 million, respectively, or 13%, 13% and 12% of our total revenues, respectively.InternetWe currently offer several Internet service packages for commercial use. Our business high-speed cable modem Internet service offersaccess of up to 50 Mbps download and 5 Mbps upload speeds, and free 24-hour customer service and technical support. We also providededicated Internet access service to commercial and public organizations in Alaska.Data NetworksData network services utilize voice and data transmission circuits, dedicated to particular subscribers, which link a device in one location toanother in a different location. Private IP, private lines, metro Ethernet and frame relay offer a secure solution for frequent communication oflarge amounts of data between sites.Managed ServicesWe design, sell, install, service and operate, on behalf of certain customers, communications and computer networking equipment andprovide field/depot, third party, technical support, communications consulting and outsourcing services. We supply integrated voice and datacommunications systems incorporating private IP, interstate and intrastate digital data networks, point-to-point and multipoint data networkand small earth station services. In 2012 we began offering hosting services to customers wishing to have data-center technology in a securelocation with redundant space, power and bandwidth.Video Services and ProductsRevenues derived from Commercial segment video services and products in 2012, 2011, and 2010 totaled $12.8 million, $11.6 million, and$11.2 million, respectively, or 2% of our total revenues for each year.Commercial segment subscribers such as hospitals, hotels and motels are charged negotiated monthly service fees. Our video on demandplatform is available to hotels in Anchorage that are connected using our fiber facilities. Programming services offered to our video systemssubscribers differ by system as described in the Consumer segment Video Services and Products section above. You should refer to“Consumer Segment — Services and Products” above for additional information.Commercial segment also manages our advertising sales. As part of our programming license agreements with programming networks,we generally receive an allocation of scheduled advertising time that we may sell to local, regional and national advertisers. In most cases,the available advertising time is sold by our sales force. 18 Voice Services and ProductsRevenues derived from Commercial segment voice services and products in 2012, 2011, and 2010 totaled $27.4 million, $28.7 million, and$31.7 million, respectively, or 4%, 4% and 5% of our total revenues, respectively.Long-DistanceWe are engaged in the transmission of interstate and intrastate-switched message telephone service between the major communities inAlaska, the remaining 49 states, and foreign countries. Our message toll services include intrastate, interstate and international direct dial,toll-free services, calling card, operator and enhanced conference calling services. Small business subscribers generally may cancel long-distance service at any time. Certain small business and most large business, governmental and educational institution customersgenerally contract with us for service over one to five year periods.Local AccessWe offer full featured local access service to our Commercial segment customers using our own fiber and coax facilities and collocatedremote facilities that access the ILEC’s UNE loops and wholesale facilities. In areas where we do not have our own facilities or access toILEC loop facilities, we offer service using total service resale of the ILEC’s local service or UNE platform.Our package offerings are competitively priced and include popular features, including caller ID, voice messaging, three-way calling, callforwarding, and call waiting. Small business subscribers generally may cancel local access service at any time. Certain small business andmost large business, governmental and educational institution customers generally contract with us for service over one to five year periods.Bundled Services and ProductsWe combine one or more of our individual service or product offerings into bundles that we sell to our Commercial segment customers atattractive prices as described further in the Consumer segment Services and Products section above. You should refer to “ConsumerSegment — Services and Products” above for additional information. Additionally, we use master service agreements with larger enterprisecustomers to capture the overall relationship.Sales and MarketingOur Commercial segment sales and marketing efforts focus on increasing the number of subscribers we serve, selling bundled services,and generating incremental revenues through product and feature up-sell opportunities. We sell our Commercial segment services andproducts primarily through direct contact marketing.FacilitiesOur Commercial segment uses many facilities to provide services and products that are common to the Consumer segment. You shouldrefer to “Consumer Segment — Facilities” above for additional information.We provide our own facilities-based local access services to many of Anchorage’s larger business customers through expansion anddeployment of SONET, optical ethernet, and passive optical network fiber transmission facilities, digital loop carrier facilities, and leasedfacilities.Our dedicated Internet access and Internet protocol/MPLS data services are delivered to an Ethernet port located at the service point. Ourmanagement platform constantly monitors this port and continual communications are maintained with all of the core and distributionelements in the network. The availability and quality of service, as well as statistical information on traffic loading, are continuouslymonitored for quality assurance. The management platform has the capability to remotely access routers, servers and layer two switches,permitting changes in configuration without the need to physically be at the service point. This management platform allows us to offernetwork monitoring and management services to businesses and governmental entities. Many of the largest commercial networks inAlaska use this service, including the State of Alaska government. 19 Beginning in 2012 we provide a hosting center in Alaska designed to support the emerging trends in virtualized servers and cloud-basedsystems. Our Data Services Center brings data-center technologies and services together by offering space, power and bandwidth in aredundant and secure location.CompetitionMany of our Commercial segment wireless, data, video and voice services and products are also common to the Consumer segment. Youshould refer to “Consumer Segment — Competition” above for additional information.We expect continued competition in commercial customer wireless, data, Internet access and telephone access markets. Competition isbased upon price and pricing plans, the type of services offered, customer service, billing services, performance, and perceived quality,reliability and availability.Presently, there are a number of competing companies in Alaska that actively sell and maintain data and voice communicationssystems. Our ability to integrate communications networks and data communications equipment has allowed us to maintain our marketposition based on customer support services rather than price competition alone. These services are blended with other transport productsinto unique customer solutions, including managed services and outsourcing.SeasonalityOur Commercial segment wireless, data, video, and voice services do not exhibit significant seasonality. Our ability to implementconstruction projects to expand our outside plant facilities is hampered during the winter months because of cold temperatures, snow andshort daylight hours.Managed Broadband SegmentManaged Broadband segment revenues for 2012, 2011 and 2010 are summarized as follows (amounts in thousands): Year Ended December 31, 2012 2011 2010 Total Managed Broadband segment revenues1 $86,562 63,248 49,962 1 See “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 10 includedin “Part II — Item 8 — Consolidated Financial Statements and Supplementary Data” for more information regarding the financialperformance of our Managed Broadband segment.Services and ProductsOur Managed Broadband segment offers Internet access, data network and managed services to rural schools and health organizations.SchoolAccess® is a suite of services designed to advance the educational opportunities of students in underserved regions of thecountry. Our SchoolAccess® division provides Internet and distance learning services designed exclusively for the school environment. TheSchools and Libraries Program of the USF makes discounts available to eligible rural school districts for telecommunication services andmonthly Internet service charges. The program is intended to ensure that rural school districts have access to affordable services.Our network, Internet and software application services provided through our Managed Broadband segment’s Medical Services division arebranded as ConnectMD®. The Rural Health Care Program of the USF makes discounts available to eligible rural health care providers fortelecommunication services and monthly Internet service charges. The program is intended to ensure that rural health care providers pay nomore for telecommunication services in the provision of health care services than their urban counterparts. Customers utilize ConnectMD®services to securely move data and images, and for voice traffic and real time multipoint interactive video. 20 We offer a managed video conferencing product for use in distance learning, telemedicine and group communication and collaborationenvironments. The product is designed to offer customers enhanced communication services that support video, audio and datapresentation. Our product benefits customers by reducing travel costs, improving course equity in education and increasing the quality ofhealth services available to patients. The product bundles our data products, video conferencing services and optional rental of videoconferencing endpoint equipment. Our video conferencing services include multipoint conferencing, integrated services digital networkgateway and transcoding services, online scheduling and conference control, and videoconference recording, archiving and streaming. Weprovide 24-hour technical support via telephone or online.Our videoconferencing network is the largest in Alaska with additional sites in several other states. The network supports all H.323 IPvideoconferencing standards including the newer H.264 standard, and supports call data rates from 128 Kb per second up to and includingmulti-megabit high definition calls.Sales and MarketingOur Managed Broadband segment sales and marketing efforts focus on increasing the number of subscribers we serve, selling bundledservices, and generating incremental revenues through product and feature up-sell opportunities. We sell our Managed Broadband segmentservices and products primarily through direct contact marketing followed by competitive bidding.FacilitiesOur Managed Broadband segment services and products are delivered using a platform including many of the latest advancements intechnology through a locally available circuit, our existing lines, and/or satellite earth stations. Our Internet services are partially provisionedover a satellite based digital video broadcast carrier that reduces the requirement for new satellite transponder bandwidth to support growth inConnectMD®, SchoolAccess® and other broadband services.We employ a packet data satellite transmission technology for the efficient transport of broadband data in support of our ConnectMD® andSchoolAccess® initiatives. Our SchoolAccess® Internet service is delivered as follows:· In communities where we have terrestrial interconnects or provide existing service over regional earth stations, we have configuredintermediate distribution facilities. Schools that are within these service boundaries are connected locally to one of those facilities;· In communities where we have extended communications services via our DAMA earth station program, SchoolAccess® isprovided via a satellite circuit to an intermediate distribution facility at the Eagle River earth station; and· In communities or remote locations to which we have not extended communications services, SchoolAccess® is provided via adedicated (usually on premise) very small aperture terminal ("VSAT") satellite station. The VSAT connects to an intermediatedistribution facility located in Anchorage.Our facilities include TERRA-SW, a middle mile long haul broadband network. TERRA-SW provides terrestrial telecommunication serviceto 65 remote rural Alaska communities located in southwest Alaska through a hybrid microwave and fiber optic network. TERRA-SWincludes 395 miles of fiber optic cable stretching from Homer, Alaska to Levelock, Alaska, microwave towers in certain communities and fourremote mountaintop microwave repeaters. We utilize TERRA-SW to support growth in wireless and broadband services includingConnectMD® and SchoolAccess®.You should refer to “Consumer Segment — Facilities” above for additional information. 21 CompetitionThere are several competing companies in Alaska that actively sell broadband services. Our ability to provide end-to-end broadband servicessolutions has allowed us to maintain our market position based on “value added” services and products rather than solely based on pricecompetition. These services are blended with other transport and software products into unique customer solutions, includingSchoolAccess® and ConnectMD® applications such as video conferencing and unique web content services.SeasonalityOur Managed Broadband segment does not exhibit seasonality.Regulated Operations SegmentRegulated Operations segment revenues for 2012, 2011 and 2010 are summarized as follows (amounts in thousands): Year Ended December 31, 2012 2011 2010 Total Regulated Operations segment revenues1 $21,625 22,002 22,705 1 See “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 10 includedin “Part II — Item 8 — Consolidated Financial Statements and Supplementary Data” for more information regarding the financialperformance of our Regulated Operations segment.Services and ProductsOur Regulated Operations segment offers wireline communications services, including local access and long-distance, to our residential andcommercial customers in 61 rural communities primarily in Southwest Alaska, under our United Utilities, Inc. (“UUI”) and United-KUC, Inc.(“United-KUC”) brands.Sales and MarketingOur Regulated Operations segment sales efforts are primarily directed toward increasing the number of subscribers we serve. We sell ourRegulated Operations segment services through local media advertising, retail stores, and through our website.FacilitiesOur Regulated Operations segment services are delivered by switching, outside plant, terrestrial microwave, and satellite facilities. Ouroutside plant is primarily aerial and buried copper and fiber optic cables.CompetitionOur Regulated Operations segment’s competition results from a growing number of consumers using wireless service as the primarysource for their voice phone service. However, the only wireless provider in their service area is ourselves, and thus the competition sourceis internal as our Consumer and Commercial segment subscriber revenue replaces Regulated Operations segment subscriber revenue.SeasonalityOur Regulated Operations segment services do not exhibit significant seasonality.Sales and Marketing – Company-wideOur sales and marketing strategy hinges on our ability to leverage (i) our unique position as an integrated provider of multiplecommunications, Internet and video services, (ii) our well-recognized and respected brand names in the Alaskan marketplace and (iii) ourleading market positions in the services and products we offer. By continuing to pursue a marketing strategy that takes advantage of thesecharacteristics, we believe we can increase our customer market penetration and retention rates, increase our share of our customers’aggregate voice, video, data and wireless services expenditures and achieve continued growth in revenues and operating cash flow. 22 Environmental RegulationsWe may undertake activities that, under certain circumstances, may affect the environment. Accordingly, they are subject to federal, state,and local regulations designed to preserve or protect the environment, including the Clean Water Act and the Clean Air Act. The FCC,Bureau of Land Management, U.S. Forest Service, U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers, and National ParkService are among the federal agencies required by the National Environmental Policy Act of 1969 to consider the environmental impact ofactions they authorize, including facility construction.We believe that compliance with such regulations has had no material effect on our consolidated operations. The principal effect of ourfacilities on the environment would be in the form of construction of facilities and networks at various locations in Alaska and betweenAlaska, Seattle, Washington, and Warrenton, Oregon. Our facilities have been constructed in accordance with federal, state and localbuilding codes and zoning regulations whenever and wherever applicable. Some facilities may be on wetlands that may be subject to stateand/or federal regulation.Most of our facilities are on leased property, and, with respect to all of these facilities, we are unaware of any violations of lease terms orfederal, state or local regulations pertaining to preservation or protection of the environment.The engineered routes of our projects to construct terrestrial and undersea fiber optic cable facilities pass over wetlands and otherenvironmentally sensitive areas. We believe our construction methods used for buried cable have a minimal impact on theenvironment. The agencies, among others, that are involved in permitting and oversight of our cable deployment efforts are the U.S. ArmyCorps of Engineers, National Marine Fisheries Service, U.S. Fish and Wildlife Service, U.S. Coast Guard, National Oceanic andAtmospheric Administration, and the Alaska Department of Natural Resources. We are unaware of any violations of federal, state or localregulations or permits pertaining to preservation or protection of the environment.In the course of operating our video and communications systems, we have used various materials defined as hazardous by applicablegovernmental regulations. These materials have been used for insect repellent, paint used to mark the location of our facilities, and poletreatment, and as heating fuel, transformer oil, cable cleaner, batteries, diesel fuel, and in various other ways in the operation of thosesystems. We do not believe that these materials, when used in accordance with manufacturer instructions, pose an unreasonable hazard tothose who use them or to the environment. Where present at levels above applicable thresholds, we submit annual reports detailinghazardous substance quantities and locations to emergency responders under the Emergency Planning & Community Right-to-Know Act.Our construction activities and operations include transporting fuel via helicopter to remote locations within Alaska. To any extent not coveredby our insurance or that of our contractors, we could incur cleanup costs and third-party claims for property damage if fuel were to be releasedto underlying lands or water while in flight. New laws and regulations, more stringent enforcement of existing laws and regulations, or thediscovery of previously unknown contamination could result in additional costs.Patents, Trademarks, and LicensesWe do not hold patents, franchises (with the exception of video services as described below) or concessions for communications services orlocal access services. We do hold federally registered service marks, used by each of our reportable segments, for the marks GCI®,SchoolAccess®, Alaska United Fiber Optic Cable System®, GCI ConnectMD®, ConnectMD®, GCI Hypernet®, My GCI®, MyGCI®, KeepTalking Alaska®, Unicom®, and United-KUC®. The original deadline to renew the registration for the mark Unicom® for a new 10-year termhas expired; however, the registration is in a “grace period” and our intention is to renew the registration before the end of the graceperiod. We also own two pending applications to register the mark GCI TurboZone. Both applications have been approved forpublication. The Communications Act of 1934, as amended, gives the FCC the authority to license and regulate the use of theelectromagnetic spectrum for radio communications. We hold licenses through our subsidiary GCI Communication Corp. (“GCICC”) for oursatellite and microwave transmission facilities for provision of long-distance services provided by our Consumer, Commercial and NetworkAccess segments. 23 We hold the following licenses, among others:· Two licenses for use of a 30 MHz block of spectrum, which together authorize provision of PCS services in Alaska. Both licenseshave an expiration date of June 23, 2015. Licenses may be revoked and license renewal applications may be denied for cause. Weexpect the PCS licenses will be renewed in due course when, at the end of the license period, a renewal application will be filed,· A local multipoint distribution system ("LMDS") license which we acquired in 1998 for use of a 150 MHz block of spectrum in the 28GHz Ka-band for providing wireless services. The LMDS license was renewed in 2008 for an additional 10-year term, following thegrant of an extension until June 1, 2012, of the requirement to provide “substantial service” in the service region. We timelysatisfied this condition, as reflected in the required FCC filing on June 1, 2012.· 25 MHz cellular licenses for sites located in the Wade Hampton AK-1 portion of CMA315 (A and B blocks) and in the Bethel AK-2portion of CMA 316 (A block), and· Several 25 MHz cellular B licenses are held by our subsidiary Unicom for sites located in the Wade Hampton AK-1 portion of CMA315 and the Bethel AK-2 portion of CMA 316, and operated by GCICC pursuant to a de facto long-term spectrum lease.Earth stations are licensed generally for fifteen years. The FCC also issues a single blanket license for a large number of technically identicalearth stations (e.g., VSATs). Our operations may require additional licenses in the future.We are certified through the RCA to provide video service by Certificates of Public Convenience and Necessity (“CPCN”). These CPCNs arenonexclusive certificates issued for each community. Although CPCNs have no stated expiration date, they may be revoked due to cause.RegulationOur businesses are subject to substantial government regulation and oversight. The following summary of regulatory issues does notpurport to describe all existing and proposed federal, state, and local laws and regulations, or judicial and regulatory proceedings that affectour businesses. Existing laws and regulations are reviewed frequently by legislative bodies, regulatory agencies, and the courts and aresubject to change. We cannot predict at this time the outcome of any present or future consideration of proposed changes to governing lawsand regulations.Wireless Services and ProductsGeneral. The FCC regulates the licensing, construction, interconnection, operation, acquisition, and transfer of wireless network systems inthe United States pursuant to the Communications Act. As a licensee of PCS, LMDS, and other wireless services, we are subject toregulation by the FCC, and must comply with certain build-out and other license conditions, as well as with the FCC’s specific regulationsgoverning wireless services, including the PCS and LMDS services (as discussed above in the Patents, Trademarks and Licenses sectionof this Item 1). The FCC does not currently regulate rates for services offered by commercial mobile radio service providers (the official legaldescription for wireless service providers).Commercial mobile radio service wireless systems are subject to Federal Aviation Administration and FCC regulations governing thelocation, lighting, construction, and registration of antenna structures on which our antennas and associated equipment are located and arealso subject to regulation under federal environmental laws and the FCC’s environmental regulations, including limits on radio frequencyradiation from wireless handsets and antennas on towers.Universal Service. The USF pays Eligible Telecommunications Carriers ("ETCs") to support the provision of facilities-based wirelesstelephone service in high cost areas. A wireless carrier may seek ETC status so that it can receive support from the USF. Under FCCregulations and RCA orders, we are an authorized ETC for purposes of providing wireless telephone service in Anchorage, Juneau,Fairbanks, and the MTA study area (which includes the Matanuska-Susitna Valley) and other small areas throughout Alaska. Without ETCstatus, we would not qualify for USF support in these areas or other rural areas where we propose to offer facilities-based wireless telephoneservices, and our net cost of providing wireless telephone services in these areas would be materially adversely affected. 24 On November 29, 2011, the FCC published a final rule to reform the methodology for distributing USF high cost support for voice andbroadband services, as well as to the access charge regime for terminating traffic between carriers. Support for competitive eligibletelecommunications carriers (“CETCs”) serving areas that generally include Anchorage, Fairbanks, and Juneau followed national reformsand had support per provider per service area capped as of January 1, 2012, and a five-step phase-down commenced on July 1, 2012. Inaddition to broader reforms, the FCC tailored revisions specifically for CETCs serving Remote Alaska, intended to address the uniquechallenges for serving these areas. Support to these locations is capped and distributed on a per-line basis until the later of July 1, 2014, orthe implementation of a successor funding mechanism. A further rulemaking to consider successor funding mechanisms is underway. Wecannot predict at this time the outcome of this proceeding or its effect on Remote high cost support available to us, but our revenue forproviding local services in these areas would be materially adversely affected by a substantial reduction of USF support. On February 6, 2012, the FCC released its Report and Order and Further Notice of Proposed Rulemaking to comprehensively reform andmodernize the USF’s Lifeline program. The Lifeline program is administered by the USAC and is designed to ensure that qualitytelecommunications services are available to low-income customers at just, reasonable, and affordable rates. The order adopted severalreforms, but the only reform with a significant 2012 impact was a requirement for annual recertification of all Lifeline subscribers enrolled asof June 1, 2012 to be completed by the end of 2012. In an order released on December 27, 2012, the FCC’s Wireline Competition Bureaugranted GCI a waiver to permit early recertification of subscribers (those recertified prior to June 1, 2012), subject to the condition that certainaddress information be verified for a subset of those subscribers by January 31, 2013.Interconnection. We have completed negotiation and the RCA has approved current direct wireless interconnection agreements betweenGCI and all of the major Alaska ILECs. These are in addition to indirect interconnection arrangements utilized elsewhere.See “Description of Our Business by Reportable Segment — Regulation — Wireline Voice Services and Products — Universal Service andRegulatory Regime Applicable to IP-based Networks” for more information.Emergency 911. The FCC has imposed rules requiring carriers to provide emergency 911 services, including enhanced 911 (“E911”)services that provide to local public safety dispatch agencies the caller’s phone number and approximate location. Providers are required totransmit the geographic coordinates of the customer’s location, either by means of network-based or handset-based technologies, withinaccuracy parameters recently revised by the FCC, to be implemented over a phase-in period. Due to Alaska’s relatively low population andlow cell-site densities, we have excluded certain areas from E911 coverage where cell triangulation is not feasible, pursuant to FCC rule. Wehave also filed for a waiver, which remains pending, for remaining areas where triangulation may be technically feasible, but where the cell-site densities are insufficient to reach the FCC’s standard. Providers may not demand cost recovery as a condition of providing E911,although they are permitted to negotiate cost recovery if it is not mandated by the state or local governments.State and Local Regulation. While the Communications Act generally preempts state and local governments from regulating the entry of,and the rates charged by, wireless carriers, it also permits a state to petition the FCC to allow it to impose commercial mobile radio servicerate regulation when market conditions fail to adequately protect customers and such service is a replacement for a substantial portion of thetelephone wireline exchange service within a state. No state currently has such a petition on file, and all prior efforts have been rejected. Inaddition, the Communications Act does not expressly preempt the states from regulating the “terms and conditions” of wireless service.Several states have invoked this “terms and conditions” authority to impose or propose various consumer protection regulations on thewireless industry. State attorneys general have also become more active in enforcing state consumer protection laws against sales practicesand services of wireless carriers. States also may impose their own universal service support requirements on wireless and othercommunications carriers, similar to the contribution requirements that have been established by the FCC. 25 States have become more active in attempting to impose new taxes and fees on wireless carriers, such as gross receipts taxes. Wheresuccessful, these taxes and fees are generally passed through to our customers and result in higher costs to our customers.At the local level, wireless facilities typically are subject to zoning and land use regulation. Neither local nor state governments maycategorically prohibit the construction of wireless facilities in any community or take actions, such as indefinite moratoria, which have theeffect of prohibiting construction. Nonetheless, securing state and local government approvals for new tower sites has been and is likely tocontinue to be difficult, lengthy and costly.Internet-based Services and ProductsGeneral. There is no one entity or organization that governs the Internet. Each facilities-based network provider that is interconnected withthe global Internet controls operational aspects of their own network. Certain functions, such as IP addressing, domain name routing, andthe definition of the TCP/IP protocol, are coordinated by an array of quasi-governmental, intergovernmental, and non-governmental bodies.The legal authority of these bodies is not precisely defined.Although the FCC does not regulate the prices charged by Internet service providers or Internet backbone providers, the vast majority of usersconnect to the Internet over facilities of existing communications carriers. Those communications carriers are subject to varying levels ofregulation at both the federal and state level. Thus, non-Internet-specific regulatory decisions exercise a significant influence over theeconomics of the Internet market.Many aspects of the coordination and regulation of Internet activities and the underlying networks over which those activities are conductedare evolving. Internet-specific and non-Internet-specific changes in the regulatory environment, including changes that affect communicationscosts or increase competition from ILECs or other communications services providers, could adversely affect the prices at which we sellInternet-based services.On November 20, 2011, the FCC issued rules governing the activities of cable operators and other Internet service providers in connectionwith the provision of Internet service. The rules generally prohibit blocking lawful content and prohibiting unreasonable discrimination,outside of reasonable network management, as well as imposing transparency and related disclosure requirements. We do not believe atthis time that these requirements represent significant federal regulation of cable system delivery of Internet services. In addition, these rulesare subject to court appeals. Further legislative proposals under the banner of “net neutrality,” if adopted, could interfere with our ability toreasonably manage and invest in our broadband network, and could adversely affect the manner and price of providing service.Video Services and ProductsGeneral. Because video communications systems use local streets and rights-of-way, they generally are operated pursuant to franchises(which can take the form of certificates, permits or licenses) granted by a municipality or other state or local government entity. The RCA isthe franchising authority for all of Alaska. We believe that we have generally met the terms of our franchises, which do not require periodicrenewal, and have provided quality levels of service. Military franchise requirements also affect our ability to provide video services to militarybases.The RCA is also certified under federal law to regulate rates for the Basic Service tier on our video systems. Under state law, however, videoservice is exempt from regulation unless subscribers petition the RCA. At present, regulation of basic video rates takes place only in Juneau.The RCA does not regulate rates for cable modem service.Must Carry/Retransmission Consent. The 1992 Cable Act contains broadcast signal carriage requirements that allow local commercialtelevision broadcast stations to elect once every three years to require a cable system to carry the station, subject to certain exceptions, or tonegotiate for “retransmission consent” to carry the station. 26 The FCC has adopted rules to require cable operators to carry the digital programming streams of broadcast television stations. The FCCrequirement that cable operators carry both the analog and digital programming streams of broadcast television stations while broadcastersare transitioning from analog to digital transmission does not apply to all-digital systems like ours. Further, the FCC has declined to requireany cable operator to carry multiple digital programming streams from a single broadcast television station, but should the FCC change thispolicy, we would be required to devote additional cable capacity to carrying broadcast television programming streams, a step that couldrequire the removal of other programming services.Cable System Delivery of Internet Service. The FCC has defined high-speed Internet over cable as an “information service” not subject tolocal cable franchise fees, as video service may be, or any explicit requirements for “open access.” The Supreme Court affirmed the FCC’sposition in a decision issued in 2005.Although there is at present no significant federal regulation of cable system delivery of Internet services, proposals previously have beenadvanced at the FCC and before Congress to require cable operators to provide access to unaffiliated Internet service providers and onlineservice providers and to govern the terms under which content providers and applications are delivered by all broadband network operators. Ifsuch requirements were imposed on cable operators, it could burden the capacity of cable systems and frustrate our plans for providingexpanded Internet access services. These access obligations could adversely affect our financial position, results of operations or liquidity.Segregated Security for Set-top Devices. The FCC mandated, effective July 1, 2007, that all new set-top video navigation devices mustsegregate the security function from the navigation function. The new devices are more expensive than existing equipment, and compliancewould increase our cost of providing video services. Subject to a waiver granted by the FCC on May 4, 2007, we may continue providing low-cost integrated set-top boxes to consumers to facilitate our all-digital cable networks.AllVid Proceeding. On April 21, 2010, the FCC adopted a Notice of Inquiry to consider ways to develop a standardized interface for accessingvideo content, as an alternative to set-top boxes. Adoption of new rules or standards in this area could affect the manner in which we delivervideo products to our customers. We do not know if the FCC will propose rules for further consideration.Pole Attachments. The Communications Act requires the FCC to regulate the rates, terms and conditions imposed by public utilities forcable systems’ use of utility pole and conduit space unless state authorities can demonstrate that they adequately regulate pole attachmentrates. In the absence of state regulation, the FCC administers pole attachment rates on a formula basis. This formula governs the maximumrate certain utilities may charge for attachments to their poles and conduit by companies providing communications services, including cableoperators. The RCA, however, does not use the federal formula and instead has adopted its own formula that has been in place since 1987.This formula could be subject to further revisions upon petition to the RCA. In addition, on April 7, 2011, the FCC adopted an order torationalize different pole attachment rates among types of services. The United States Court of Appeals, D.C. Circuit, recently upheld theFCC’s rules, denying challenges from several utility companies. Though the general purpose of rule changes was to ensure poleattachment rates as low and as uniform as possible, we do not expect the rules to have an immediate impact on the terms under which weaccess poles.Copyright. Cable television systems are subject to federal copyright licensing covering carriage of television and radio broadcast signals. Inexchange for filing certain reports and contributing a percentage of their revenues to a federal copyright royalty pool that varies depending onthe size of the system, the number of distant broadcast television signals carried, and the location of the cable system, cable operators canobtain blanket permission to retransmit copyrighted material included in broadcast signals. The possible modification or elimination of thiscompulsory copyright license is the subject of continuing legislative review. We cannot predict the outcome of this legislative review, whichcould adversely affect our ability to obtain desired broadcast programming. Copyright clearances for non-broadcast programming services arearranged through private negotiations. 27 Wireline Voice Services and ProductsGeneral. As an interexchange carrier, we are subject to regulation by the FCC and the RCA as a non-dominant provider of interstate,international, and intrastate long-distance services. As a state-certificated competitive local exchange carrier, we are subject to regulation bythe RCA and the FCC as a non-dominant provider of local communications services. Military franchise requirements also affect our ability toprovide communications services to military bases.Universal Service. The USF pays ETCs to support the provision of facilities-based wireline telephone service in high cost areas. Under FCCregulations and RCA orders, we are an authorized ETC for purposes of providing wireline local exchange service in Anchorage, Juneau,Fairbanks, and the MTA study area (which includes the Matanuska-Susitna Valley) and other small areas throughout Alaska. Without ETCstatus, we would not qualify for USF support in these areas or other rural areas where we propose to offer facilities-based wireline telephoneservices, and our net cost of providing local telephone services in these areas would be materially adversely affected.On November 29, 2011, the FCC published a final rule to reform the methodology for distributing USF high cost support for voice andbroadband services, as well as to the access charge regime for terminating traffic between carriers. Support for CETCs serving areas thatgenerally include Anchorage, Fairbanks, and Juneau followed national reforms and had support per provider per service area capped as ofJanuary 1, 2012, and a five-step phase-down commenced on July 1, 2012. In addition to broader reforms, the FCC tailored revisionsspecifically for CETCs serving Remote Alaska, intended to address the unique challenges for serving these areas. Support to these locationsis capped and distributed on a per-line basis until the later of July 1, 2014, or the implementation of a successor funding mechanism. Afurther rulemaking to consider successor funding mechanisms is underway. We cannot predict at this time the outcome of this proceeding orits effect on Remote high cost support available to us, but our revenue for providing local services in these areas would be materiallyadversely affected by a substantial reduction of USF support. On February 6, 2012, the FCC released its Report and Order and Further Notice of Proposed Rulemaking to comprehensively reform andmodernize the USF’s Lifeline program. The Lifeline program is administered by the USAC and is designed to ensure that qualitytelecommunications services are available to low-income customers at just, reasonable, and affordable rates. The order adopted severalreforms, but the only reform with a significant 2012 impact was a requirement for annual recertification of all Lifeline subscribers enrolled asof June 1, 2012 to be completed by the end of 2012. In an order released on December 27, 2012, the FCC’s Wireline Competition Bureaugranted GCI a waiver to permit early recertification of subscribers (those recertified prior to June 1, 2012), subject to the condition that certainaddress information be verified for a subset of those subscribers by January 31, 2013.Rural Exemption and Interconnection. A Rural Telephone Company is exempt from compliance with certain material interconnectionrequirements under Section 251(c) of the 1996 Telecom Act, including the obligation to negotiate Section 251(b) and (c) interconnectionrequirements in good faith, unless and until a state regulatory commission lifts such “rural exemption” or otherwise finds it not to apply. AllILECs in Alaska are Rural Telephone Companies except ACS in its Anchorage study area. We have had to participate in numerousproceedings regarding the rural exemptions of various ILECs, including ACS for its Fairbanks and Juneau operating companies, MTA andKetchikan Public Utilities, in order to achieve the necessary interconnection agreements with the remaining ILECs. In other cases theinterconnection agreements were reached by negotiation without regard to the implications of the ILEC’s rural exemption.We have completed negotiation and/or arbitration of the necessary interconnection provisions and the RCA has approved current wirelineInterconnection Agreements between GCI and all of the major ILECs. We have entered all of the major Alaskan markets with local accessservices.See “Description of Our Business by Reportable Segment — Consumer — Competition — Voice Services and Products Competition” formore information. 28 Access Charges and Other Regulated Fees. The FCC regulates the fees that local telephone companies charge long-distance companiesfor access to their local networks. On November 29, 2011, the FCC published a final rule to restructure and reduce over time originatinginterstate access charges, along with a proposal to adopt similar reforms applicable to terminating interstate access charges. We do notanticipate that the adopted changes, for which implementation began in 2012, will have a material impact, except that the reduction ofinterstate access rates generally will result in a cost savings on access charges to us. However, the details of implementation in general andbetween different classes of technology continue to be addressed, and they could affect the economics of some aspects of our business. Wecannot predict at this time the impact of this implementation or future implementation of adopted reforms, but we do not expect it to have amaterial impact on our operations.Carriers also pay fees for switched wholesale transport services in and out of Alaska. The rates for such services offered by and to anyprovider were governed by a federal law that was effective through December 31, 2009. The expiration of the applicable federal law hasresulted in a decrease in the rates for services, resulting in a reduction of revenues, which may continue over time.Access to Unbundled Network Elements. The ability to obtain UNEs is an important element of our local access services business. Wecannot predict the extent to which existing FCC rules governing access to and pricing for UNEs will be sustained in the face of additional legalaction and the impact of any further rules that are yet to be determined by the FCC. Moreover, the future regulatory classification of servicesthat are transmitted over facilities may impact the extent to which we will be permitted access to such facilities. Changes to the applicableregulations could result in a change in our cost of serving new and existing markets.Recurring and non-recurring charges for UNE loops and other UNEs may increase based on the rates adopted in RCA proceedings toestablish new Interconnection Agreements or renew existing agreements. These increases could have an adverse effect on our financialposition, results of operations or liquidity.Local Regulation. We may be required to obtain local permits for street opening and construction permits to install and expand our networks.Local zoning authorities often regulate our use of towers for microwave and other communications sites. We also are subject to generalregulations concerning building codes and local licensing. The 1996 Telecom Act requires that fees charged to communications carriers beapplied in a competitively neutral manner, but there can be no assurance that ILECs and others with whom we will be competing will bearcosts similar to those we will bear in this regard.Regulatory Regime Applicable to IP-based Networks. In recent months, AT&T and the National Telecommunications CooperativeAssociation have petitioned the FCC to consider revisions to the regulatory regime governing interconnection and other policies related to thetransition of networks from TDM-based to IP-based technologies. These proceedings are in early stages, and we cannot predict any resultingproceedings or their effect on us; however, a change in regulatory obligation or classification that interfered with our ability to exchange trafficwith other providers, that raised the cost of doing so, or that adversely affected eligibility for USF support could materially affect our net cost ofand revenue from providing local services.Rural Health Care Program. On December 12, 2012, the FCC created the Healthcare Connect Fund to supplement the existing RuralHealth Care Program of the USF. Healthcare providers can choose to participate under either the existing Rural Health Care Program or thenew Healthcare Connect Fund. We cannot predict at this time the impact of this change but we do not expect it to have a material impact onour operations.OtherConflict Minerals. Recently, the SEC adopted new rules pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and ConsumerProtection Act setting forth new disclosure requirements concerning the use of certain minerals that are mined from the Democratic Republicof Congo and adjoining countries. These new disclosure requirements begin in May 2014. We are still completing our review of therequirements as they pertain to us but do not believe complying with these disclosure requirements will have a material effect on ourfinancial position, results of operations or liquidity. 29 Financial Information about our Foreign and Domestic Operations and Export SalesAlthough we have several agreements to originate and terminate international toll traffic, we do not have foreign operations or exportsales. We conduct our operations throughout the western contiguous United States and Alaska and believe that any subdivision of ouroperations into distinct geographic areas would not be meaningful.Company-Sponsored ResearchWe have not expended material amounts during the last three fiscal years on company-sponsored research activities.Geographic Concentration and the Alaska EconomyThe national economy continues to see persistent unemployment and slow economic growth and even once stabilized is not expected toreturn quickly to a period of strong growth. Should the national economy deteriorate further, it could lead to reductions in consumer spendingwhich could impact our revenue growth. However, we offer wireless, data and voice telecommunication services and video services tocustomers primarily throughout Alaska. Because of this geographic concentration, growth of our business and operations depends uponeconomic conditions in Alaska, and we believe the Alaska economy continues to perform well compared to most other states at the currenttime. The economy of Alaska is dependent upon the natural resource industries, and in particular oil production, as well as governmentspending, investment earnings and tourism. The government spending is comprised of state government and United States militaryspending. Any deterioration in these markets could have an adverse impact on us.State Government SpendingA significant part of the Alaska economy is the state government. All of the State’s federal funding and the majority of investment revenuesare dedicated for specific purposes, leaving oil revenues as the primary source of general operating revenues for the State of Alaska. TheState of Alaska reported in fiscal 2012 that oil revenues supplied 93% of the State's unrestricted revenues. In fiscal 2013 state economistsforecast that Alaska’s oil revenues will supply 92% of the State’s projected unrestricted revenues.The volume of oil transported by the TransAlaska Oil Pipeline System over its life to date has been as high as 2.011 million barrels per dayin fiscal 1988. Production has been declining over the last several years with an average of 579,000 barrels produced per day in fiscal2012. The State forecasts the production rate to decline from 553,000 barrels produced per day in fiscal 2013 to 339,000 barrels produced perday in fiscal 2022.Market prices for North Slope oil averaged $112.65 in fiscal 2012 and are forecasted to average $108.67 in fiscal 2013. The closing price perbarrel was $106.93 on March 1, 2013. To the extent that actual oil prices vary materially from the State’s projected prices, the State’sprojected revenues and deficits will change.Should new oil discoveries or developments not materialize or the price of oil become depressed, the long term trend of continued decline inoil production from the Prudhoe Bay area is inevitable with a corresponding adverse impact on the economy of the State, in general, and ondemand for telecommunications and video services, and, therefore, on us, in particular. During 2012 Royal Dutch Shell plc secured all therequired permits to begin drilling for oil in the Chukchi Sea but announced in early 2013 that they would delay exploration until2014. Periodically there are renewed efforts to allow exploration and development in the Arctic National Wildlife Refuge (“ANWR”). TheUnited States Energy Information Agency has estimated that it could take nine years to begin oil field drilling after approval of ANWRexploration.No assurance can be given that the driving forces in the Alaska economy, and in particular, oil production, will continue at appropriate levelsto provide an environment for expanded economic activity. The Governor of the State of Alaska and the Alaska Legislature continue toevaluate the State’s oil tax structure which may also affect the oil production industry in Alaska.No assurance can be given that oil companies doing business in Alaska will be successful in discovering new fields or further developingexisting fields which are economic to develop and produce oil with access to the pipeline or other means of transport to market. We are notable to predict the effect of changes in the price and production volumes of North Slope oil on Alaska’s economy or on us. 30 Deployment of a natural gas pipeline from the State of Alaska’s North Slope to the lower 48 states has been proposed to supplement naturalgas supplies. Companies that have been studying the economic viability of a natural gas pipeline, which depends upon the price of anddemand for natural gas, have not been able to secure adequate shipping bids to date. Production of natural gas supplies, whether through apipeline or other means, continues to be studied by government regulators and the involved parties.The State of Alaska maintains the Constitutional Budget Reserve Fund (“CBRF”) that is intended to fund budgetary shortfalls. If the State’scurrent projections are realized and no surpluses are deposited into the CBRF it is projected that the fund would not be depleted before2021. The date the CBRF is depleted is highly influenced by the price of oil. If the fund is depleted, aggressive state action will be necessaryto increase revenues and reduce spending in order to balance the budget. The Governor of the State of Alaska and the Alaska Legislaturecontinue to evaluate cost cutting and revenue enhancing measures.We have, since our entry into the telecommunication marketplace, aggressively marketed our services to seek a larger share of the availablemarket. The customer base in Alaska is limited, however, with a population of approximately 732,000 people. The State of Alaska’spopulation is distributed as follows:· 41% are located in the Municipality of Anchorage,· 14% are located in the Fairbanks North Star Borough,· 13% are located in the Matanuska-Susitna Borough,· 8% are located in the Kenai Peninsula Borough,· 4% are located in the City and Borough of Juneau, and· The remaining 20% are located in other communities across the State of Alaska.United States Military SpendingIn August 2011, Congress enacted the Budget Control Act which committed the United States government to significantly reducing thefederal deficit over ten years, including substantial automatic spending cuts, known as "sequestration," split between defense and non-defense programs. These spending cuts went into effect beginning March 1, 2013. We are not able to predict the effect that sequestration orany form of spending cuts will have on Alaska’s economy or on us.EmployeesWe employed 1,734 persons as of December 31, 2012, and we are not subject to any collective bargaining agreements with our employees.We believe our future success will depend upon our continued ability to attract and retain highly skilled and qualified employees. We believethat relations with our employees are satisfactory.OtherNo material portion of our business is subject to renegotiation of profits or termination of contracts at the election of the federal government.Item 1A. Risk Factors. Factors That May Affect Our Business and Future ResultsAdditional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adverselyaffect our business operations. Any of the following risks could materially and adversely affect our business, financial position, results ofoperations or liquidity.We face competition that may reduce our market share and harm our financial performance.There is substantial competition in the telecommunications and entertainment industries. Through mergers and various service integrationstrategies, major providers are striving to provide integrated communications services offerings within and across geographic markets. Weface increasing wireless services competition from the expected entrance of Verizon into the Alaska market and increasing video servicescompetition from DBS providers. 31 We expect competition to increase as a result of the rapid development of new technologies, services and products. We cannot predict whichof many possible future technologies, products or services will be important to maintain our competitive position or what expenditures will berequired to develop and provide these technologies, products or services. Our ability to compete successfully will depend on marketing andon our ability to anticipate and respond to various competitive factors affecting the industry, including new services that may be introduced,changes in consumer preferences, economic conditions and pricing strategies by competitors. To the extent we do not keep pace withtechnological advances or fail to timely respond to changes in competitive factors in our industry and in our markets, we could lose marketshare or experience a decline in our revenue and net income. Competitive conditions create a risk of market share loss and the risk thatcustomers shift to less profitable lower margin services. Competitive pressures also create challenges for our ability to grow new businessesor introduce new services successfully and execute our business plan. Most of our business segments also face the risk of potential pricecuts by our competitors that could materially adversely affect our market share and gross margins.For more information about competition by segment, see the sections titled “Competition” included in “Item 1 — Business — NarrativeDescription of our Business — Description of our Business by Reportable Segment.”If we experience low or negative rates of subscriber acquisition or high rates of turnover, our financial performance will beimpaired.We are in the business of selling communications and entertainment services to subscribers, and our economic success is based on ourability to retain current subscribers and attract new subscribers. If we are unable to retain and attract subscribers, our financial performancewill be impaired. Our rates of subscriber acquisition and turnover are affected by a number of competitive factors including the size of ourservice areas, network performance and reliability issues, our device and service offerings, subscribers’ perceptions of our services, andcustomer care quality. Managing these factors and subscribers’ expectations is essential in attracting and retaining subscribers. Although wehave implemented programs to attract new subscribers and address subscriber turnover, we cannot assure you that these programs or ourstrategies to address subscriber acquisition and turnover will be successful. A high rate of turnover or low or negative rate of new subscriberacquisition would reduce revenues and increase the total marketing expenditures required to attract the minimum number of subscribersrequired to sustain our business plan which, in turn, could have a material adverse effect on our business, financial condition and results ofoperations.We may be unable to obtain or maintain the roaming services we need from other carriers to remain competitive.AT&T Wireless and Verizon, who is expected to be a competitor starting in 2013, have national networks which enable them to offerautomatic roaming services to their subscribers at a lower cost than we can offer. The networks we operate do not, by themselves, providenational coverage and we must pay fees to other carriers who provide roaming services to us. We currently rely on roaming agreements withseveral carriers for the majority of our roaming services. We believe that the rates charged to us by some of these carriers are higher than therates they charge to certain other roaming partners. We do not currently have LTE data agreements with any carriers that are currentlyproviding these services.The FCC has adopted rules requiring commercial mobile radio service providers to provide automatic roaming, upon request, for voice andSMS text messaging services on just, reasonable and non-discriminatory terms. The FCC has also adopted rules generally requiringcarriers to offer data roaming services. The United States Court of Appeals for the District of Columbia Circuit recently upheld the FCC’s dataroaming order from a challenge by Verizon Wireless. These orders, however, do not provide or mandate any specific mechanism fordetermining the reasonableness of roaming rates for voice, SMS text messaging or data services and require that roaming complaints beresolved on a case-by-case basis, based on a non-exclusive list of factors that can be taken into account in determining the reasonableness ofparticular conduct or rates. If we were unexpectedly to lose the benefit of one or more key roaming or wholesale agreements, we may beunable to obtain similar replacement agreements and as a result may be unable to continue providing nationwide voice and data roamingservices for our customers or may be unable to provide such services on a cost-effective basis. Our inability to obtain new or replacementroaming services on a cost-effective basis may limit our ability to compete effectively for wireless customers, which may increase ourturnover and decrease our revenues, which in turn could materially adversely affect our business, financial condition and results ofoperations. 32 We may be unable to complete our pending transactions or if completed we may not be able to successfully manage the newoperations.The formation, with ACS, of AWN is crucial to our strategy to remain competitive in wireless services against the national wirelesscarriers. We anticipate being granted approval by the FCC and having the ability to close on the transactions contemplated in the WirelessAgreement by the end of the second quarter of 2013. A delay or failure to gain FCC approval or the occurrence of any other event delaying orcausing a failure to complete the AWN transaction may cause us to incur additional and unforeseen expenses and may have an adverseeffect on our business, financial condition, or results of operations.If we complete the AWN transaction we may not be able to successfully integrate the network facilities or recognize the expected synergieswhich may cause interruptions of or loss of momentum in our business and financial performance. The diversion of management’sattention and any delays or difficulties encountered in connection with this transaction may have an adverse effect on our business, financialcondition, or results of operations. We may also incur additional and unforeseen expenses in connection with the integration efforts. Therecan be no assurance that the expense savings and synergies that we anticipate from the transaction will be realized fully or will be realizedwithin the expected timeframe.If we complete the Denali Media transaction we may not be able to successfully manage the broadcast stations or recognize the expectedsynergies with our video services business which may cause interruptions of or loss of momentum in our business and financialperformance. The diversion of management’s attention and any delays or difficulties encountered in connection with this transaction mayhave an adverse effect on our business, financial condition, or results of operations. We may also incur additional and unforeseen expensesin connection with the management efforts. There can be no assurance that the expense savings and synergies that we anticipate from thetransaction will be realized fully or will be realized within the expected timeframe.Our business is subject to extensive governmental legislation and regulation. Applicable legislation and regulations andchanges to them could adversely affect our business, financial position, results of operations or liquidity.Wireless Services. The licensing, construction, operation, sale and interconnection arrangements of wireless communications systemsare regulated by the FCC and, depending on the jurisdiction, state and local regulatory agencies. In particular, the FCC imposes significantregulation on licensees of wireless spectrum with respect to: · How radio spectrum is used by licensees;· The nature of the services that licensees may offer and how such services may be offered; and· Resolution of issues of interference between spectrum bands.The Communications Act of 1934, as amended, preempts state and local regulation of market entry by, and the rates charged by,commercial mobile radio service providers, except that states may exercise authority over such things as certain billing practices andconsumer-related issues. These regulations could increase the costs of our wireless operations. The FCC grants wireless licenses for termsof generally ten years that are subject to renewal and revocation. FCC rules require all wireless licensees to meet certain build-outrequirements and substantially comply with applicable FCC rules and policies and the Communications Act of 1934, as amended, in orderto retain their licenses. Failure to comply with FCC requirements in a given license area could result in revocation of the license for thatlicense area. There is no guarantee that our licenses will be renewed.The FCC has initiated a number of proceedings to evaluate its rules and policies regarding spectrum licensing and usage. Changesproposed by the FCC could adversely impact our utilization of our licensed spectrum and our operation costs. 33 Commercial mobile radio service providers must implement E911 capabilities in accordance with FCC rules. Failure to deploy E911 serviceconsistent with FCC requirements could subject us to significant fines.The FCC, together with the Federal Aviation Administration, also regulates tower marking and lighting. In addition, tower construction isaffected by federal, state and local statutes addressing zoning, environmental protection and historic preservation. The FCC adoptedsignificant changes to its rules governing historic preservation review of projects, which makes it more difficult and expensive to deployantenna facilities. The FCC has adopted rule changes that require local notice in any community in which it is seeking FCC AntennaStructure Registration to build a tower. Local notice provides members of the community with an opportunity to comment on or challenge thetower construction for environmental or other reasons. This rule change could cause delay for certain tower construction projects.Internet Services. Proposals may be made before Congress and the FCC to mandate cable operators provide “open access” over their cablesystems to Internet service providers. As of the date of this report, the FCC has declined to impose such requirements. If the FCC or otherauthorities mandate additional access to our cable systems, we cannot predict the effect that this would have on our Internet service offerings.Changes in the regulatory environment relating to the Internet access market, including changes in legislation, FCC regulation, judicialaction or local regulation that affect communications costs or increase competition from the ILEC or other communications servicesproviders, could adversely affect the prices at which we sell Internet services.Video Services. The cable television industry is subject to extensive regulation at various levels, and many aspects of such regulation arecurrently the subject of judicial proceedings and administrative or legislative proposals. The law permits certified local franchising authoritiesto order refunds of rates paid in the previous 12-month period determined to be in excess of the reasonable rates. It is possible that ratereductions or refunds of previously collected fees may be required of us in the future. Currently, pursuant to Alaska law, the basic video ratesin Juneau are the only rates in Alaska subject to regulation by the local franchising authority; the rates in Juneau were reviewed andapproved by the RCA in July 2010.Other existing federal regulations, currently the subject of judicial, legislative, and administrative review, could change, in varying degrees,the manner in which video systems operate. Neither the outcome of these proceedings nor their impact upon the cable television industry ingeneral, or on our activities and prospects in the cable television business in particular, can be predicted at this time. There can be noassurance that future regulatory actions taken by Congress, the FCC or other federal, state or local government authorities will not have amaterial adverse effect on our business, financial position, results of operations or liquidity.Local Access Services. Our success in the local telephone market depends on our continued ability to obtain interconnection, access andrelated services from local exchange carriers on terms that are reasonable and that are based on the cost of providing these services. Ourlocal telephone services business faces the risk of unfavorable changes in regulation or legislation or the introduction of new regulations. Ourability to provide service in the local telephone market depends on our negotiation or arbitration with local exchange carriers to allowinterconnection to the carrier’s existing local telephone network, to establish dialing parity, to obtain access to rights-of-way, to resell servicesoffered by the local exchange carrier, and in some cases, to allow the purchase, at cost-based rates, of access to UNEs. In some Alaskamarkets, it also depends on our ability to gain interconnection at economic costs. Future negotiations or arbitration proceedings with respect tonew or existing markets could result in a change in our cost of serving these markets via the facilities of the ILEC or via wholesale offerings.For more information about Regulations affecting our operations, see “Competition” contained in “Item 1 — Business — Regulation.” 34 Loss of our ETC status would disqualify us for USF support.The USF pays support to ETCs to support the provision of facilities-based wireline and wireless telephone service in high cost areas. If wewere to lose our ETC status in any of the study areas where we are currently an authorized ETC, we would be ineligible to receive USFsupport for providing service in that area. Loss of our ETC status could have an adverse effect on our business, financial position, results ofoperations or liquidity.Revenues and accounts receivable from USF support may be reduced or lost.We receive support from each of the various USF programs: high cost, low income, rural health care, and schools and libraries. This supportwas 19%, 19%, and 18% of our revenue for the years ended December 31, 2012, 2011 and 2010, respectively. We had USF net receivablesof $70.1 million and $69.8 million at December 31, 2012 and 2011, respectively. The programs are subject to change by regulatory actionstaken by the FCC or legislative actions. For example, on November 29, 2011, the FCC published a final rule to reform the methodology fordistributing USF high cost support for voice and broadband services, as well as to the access charge regime for terminating traffic betweencarriers. As described further in “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results ofOperations” the reform changes reduced our current and future high cost support revenue. Changes to any of the USF programs that weparticipate in could result in a material decrease in revenue and accounts receivable, which could have an adverse effect on our business,financial position, results of operations or liquidity.See “Description of Our Business by Reportable Segment — Regulation — Wireless Services and Products — Universal Service” and“Description of Our Business by Reportable Segment — Regulation — Wireline Voice Services and Products — Universal Service” for moreinformation.Programming expenses for our video services are increasing, which could adversely affect our business.We expect programming expenses for our video services to continue to increase in the foreseeable future. The multichannel video providerindustry has continued to experience an increase in the cost of programming, especially sports programming. In addition, as we addprogramming to our video services or if we choose to distribute existing programming to our customers through additional delivery platforms,we may incur increased programming expenses. We are not making payments on a per subscriber basis to local broadcast televisionstations in exchange for their required consent for the retransmission of broadcast network programming to our video services customers butthere can be no assurance that we will continue to avoid such payment. We expect to continue to be subject to demands for payment andother concessions from local broadcast television stations. If we are unable to raise our customers’ rates or offset such programming costincreases through the sale of additional services, the increasing cost of programming could have an adverse impact on our business,financial condition, or results of operations. Moreover, as our contracts with content providers expire, there can be no assurance that they willbe renewed on acceptable terms or that they will be renewed at all, in which case we may be unable to provide such content as part of ourvideo services and our business could be adversely affected.The decline in our Consumer, Network Access and Commercial voice services’ results of operations, which include long-distance and local access services, may accelerate.We expect our Consumer, Network Access and Commercial voice services’ results of operations, which include long-distance and localaccess services, will continue to decline. As competition from wireless carriers, such as ourselves, increases we expect our local accessservices and long-distance subscribers will continue to decline and possibly accelerate. Additionally, we do not expect to increase the ratescharged to our remaining subscribers resulting in decreasing results of operations. We expect to continue to strategically use certainmarketing and bundling strategies to slow the decline but we do not expect these strategies will significantly impact or stop the decline. 35 We may not be able to satisfy the requirements of our participation in a New Markets Tax Credit program for funding ourTERRA-NW project.As of December 31, 2012, we have entered into three separate arrangements under the NMTC program with US Bancorp to help fundvarious phases of our TERRA-NW project. In connection with the NMTC transactions we received proceeds which are restricted for use onTERRA-NW. The NMTCs are subject to 100% recapture of the tax credit for a period of seven years as provided in the Internal RevenueCode. We are required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangements. Wehave agreed to indemnify US Bancorp for any loss or recapture of its $56.0 million in NMTCs until such time as our obligation to deliver taxbenefits is relieved. Non-compliance with applicable requirements could result in projected tax benefits not being realized by US Bancorpand could have an adverse effect on our financial position, results of operations or liquidity. Failure to complete development, testing and deployment of a new technology that supports new services could affect ourability to compete in the industry. In addition, the technology we use may place us at a competitive disadvantage. We develop, test and deploy various new technologies and support systems intended to enhance our competitiveness by both supportingnew services and features and reducing the costs associated with providing those services or features. Successful development andimplementation of technology upgrades depend, in part, on the willingness of third parties to develop new applications in a timelymanner. We may not successfully complete the development and rollout of new technology and related features or services in a timelymanner, and they may not be widely accepted by our customers or may not be profitable, in which case we could not recover our investmentin the technology. Deployment of technology supporting new service offerings may also adversely affect the performance or reliability of ournetworks with respect to both the new and existing services. Any resulting customer dissatisfaction could affect our ability to retaincustomers and may have an adverse effect on our financial position, results of operations, or liquidity. In addition to introducing newtechnologies and offerings, we must phase out outdated and unprofitable technologies and services. If we are unable to do so on a cost-effective basis, we could experience reduced profits.Unfavorable general economic conditions in the United States could have a material adverse effect on our financial position,results of operations and liquidity.Unfavorable general economic conditions, including the current continued economic slowdown in the United States, could negatively affectour business. While it is often difficult for us to predict the impact of general economic conditions on our business, these conditions couldadversely affect the affordability of and demand for some of our products and services and could cause customers to shift to lower pricedproducts and services or to delay or forgo purchases of our products and services. One or more of these circumstances could cause ourrevenue to decline. Also, our customers may not be able to obtain adequate access to credit, which could affect their ability to make timelypayments to us. If that were to occur, we could be required to increase our allowance for doubtful accounts, and the number of daysoutstanding for our accounts receivable could increase. The government has taken various measures in an attempt to help improve theeconomy, however, we are unable to predict the success or outcome of such programs. For these reasons, among others, if the currenteconomic conditions persist or decline, this could adversely affect our financial position, results of operations, or liquidity, as well as ourability to service debt, pay other obligations and enhance shareholder returns.Our business is geographically concentrated in Alaska. Any deterioration in the economic conditions in Alaska could have amaterial adverse effect on our financial position, results of operations and liquidity.We offer voice, data and wireless communication and video services to customers primarily in Alaska. Because of this geographicconcentration, our growth and operations depend upon economic conditions in Alaska. The economy of Alaska is dependent upon naturalresource industries, in particular oil production, as well as tourism, and government spending, including substantial amounts for the UnitedStates military. Any deterioration in these markets or the occurrence of a single disruptive event, such as a shut-down of the TransAlaskaPipeline System, could have an adverse impact on the demand for communication and video services and on our results of operations andfinancial condition. In addition, the customer base in Alaska is limited. Alaska has a population of approximately 732,000 people, 54% ofwhom are located in the Anchorage and Matanuska-Susitna Borough region. We have already achieved significant market penetration withrespect to our service offerings in Anchorage and in other locations in Alaska. 36 We may not be able to continue to increase our market share of the existing markets for our services, and no assurance can be given that theAlaskan economy will continue to grow and increase the size of the markets we serve or increase the demand for the services we offer. As aresult, the best opportunities for expanding our business may arise in other geographic areas such as the lower 49 states. There can be noassurance that we will find attractive opportunities to grow our businesses outside of Alaska or that we will have the necessary expertise totake advantage of such opportunities. The markets in Alaska for voice, data and wireless communications and video services are unique anddistinct within the United States due to Alaska’s large geographical size, its sparse population located in a limited number of clusters, and itsdistance from the rest of the United States. The expertise we have developed in operating our businesses in Alaska may not provide us withthe necessary expertise to successfully enter other geographic markets.See the section “Item 1 — Business — Geographic Concentration and the Alaska Economy” for more information.Natural disasters, terrorist attacks or breaches of network or information technology security could have an adverse effect onour business.Our technical infrastructure (including our communications network infrastructure and ancillary functions supporting our network such asservice activation, billing and customer care) is vulnerable to damage or interruption from technology failures, power surges or outages,natural disasters, fires, human error, terrorism, intentional wrongdoing or similar events. Unanticipated problems at our facilities or with ourtechnical infrastructure, system or equipment failures, hardware or software failures or defects, computer viruses or hacker attacks couldaffect the quality of our services and cause network service interruptions. Unauthorized access to or use of customer or account information,including credit card or other personal data, could result in harm to our customers and legal actions against us, and could damage ourreputation. In addition, earthquakes, floods, fires and other unforeseen natural disasters or events could materially disrupt our businessoperations or our provision of service in one or more markets. Costs we incur to restore, repair or replace our network or technicalinfrastructure, as well as costs associated with detecting, monitoring or reducing the incidence of unauthorized use, may be substantial andincrease our cost of providing service. Any failure in or interruption of systems that we or third parties maintain to support ancillary functions,such as billing, point of sale, inventory management, customer care and financial reporting, could materially impact our ability to timely andaccurately record, process and report information important to our business. If any of the above events were to occur, we could experiencehigher churn, reduced revenues and increased costs, any of which could harm our reputation and have a material adverse effect on ourbusiness, financial condition or results of operations.Prolonged service interruptions could affect our business.We rely heavily on our network equipment, communications providers, data and software to support all of our functions. We rely on ournetworks and the networks of others for substantially all of our revenues. We are able to deliver services only to the extent that we can protectour network systems against damage from power or communication failures, computer viruses, natural disasters, unauthorized access andother disruptions. While we endeavor to provide for failures in the network by providing back-up systems and procedures, we cannotguarantee that these back-up systems and procedures will operate satisfactorily in an emergency. Should we experience a prolonged failure,it could seriously jeopardize our ability to continue operations. In particular, should a significant service interruption occur, our ongoingcustomers may choose a different provider, and our reputation may be damaged, reducing our attractiveness to new customers. 37 If failures occur in our undersea fiber optic cable systems or our TERRA-SW facility and its extensions, our ability toimmediately restore the entirety of our service may be limited and we could incur significant costs, which could lead to amaterial adverse effect on our business, financial position, results of operations or liquidity.Our communications facilities include undersea fiber optic cable systems that carry a large portion of our traffic to and from the contiguouslower 48 states one of which provides an alternative geographically diverse backup communication facility to the other. Our facilities alsoinclude TERRA-SW and its extensions which are an unringed facility operating in a remote environment and are at times difficult to accessfor repairs. If a failure of both sides of the ring of our undersea fiber optic facilities or of our unringed TERRA-SW facility and its extensionsoccurs and we are not able to secure alternative facilities, some of the communications services we offer to our customers could beinterrupted which could have a material adverse effect on our business, financial position, results of operations or liquidity. Damage to anundersea fiber optic cable system or TERRA-SW and its extensions could result in significant unplanned expense which could have amaterial adverse effect on our business, financial position, results of operations or liquidity.If a failure occurs in our satellite communications systems, our ability to immediately restore the entirety of our service may belimited.Our communications facilities include satellite transponders that we use to serve many rural and remote Alaska locations. Each of our C-band and Ku-band satellite transponders is backed up using on-board transponder redundancy. In the event of a complete spacecraft failurethe services are restored using capacity on other spacecraft that are held in reserve. If a failure of our satellite transponders occurs and we arenot able to secure alternative facilities, some of the communications services we offer to our customers could be interrupted which could havea material adverse effect on our business, financial position, results of operations or liquidity.We depend on a limited number of third-party vendors to supply communications equipment. If we do not obtain the necessarycommunications equipment, we will not be able to meet the needs of our customers.We depend on a limited number of third-party vendors to supply wireless, Internet, video and other telephony-related equipment. If ourproviders of this equipment are unable to timely supply the equipment necessary to meet our needs or provide them at an acceptable cost,we may not be able to satisfy demand for our services and competitors may fulfill this demand. Due to the unique characteristics of theAlaska communications markets (i.e., remote locations, rural, satellite-served, low density populations, and our leading edge services andproducts), in many situations we deploy and utilize specialized, advanced technology and equipment that may not have a large market ordemand. Our vendors may not succeed in developing sufficient market penetration to sustain continuing production and may fail. Vendorbankruptcy, or acquisition without continuing product support by the acquiring company, may require us to replace technology before itsotherwise useful end of life due to lack of on-going vendor support and product development.The suppliers and vendors on which we rely may also be subject to litigation with respect to technology on which we depend, includinglitigation involving claims of patent infringement. Such claims have been growing rapidly in the communications industry. We are unable topredict whether our business will be affected by any such litigation. We expect our dependence on key suppliers to continue as they developand introduce more advanced generations of technology.We do not have insurance to cover certain risks to which we are subject, which could lead to the incurrence of uninsuredliabilities that adversely affect our financial position, results of operations or liquidity.As is typical in the communications industry, we are self-insured for damage or loss to certain of our transmission facilities, including ourburied, undersea and above-ground fiber optic cable systems. If we become subject to substantial uninsured liabilities due to damage or lossto such facilities, our financial position, results of operations or liquidity may be adversely affected. 38 Our significant debt and capital lease obligations could adversely affect our business and prevent us from fulfilling ourobligations under our Senior Notes, Senior Credit Facility, other debt or capital leases.We have and will continue to have a significant amount of debt and capital lease obligations. On December 31, 2012, we had total debt of$877.1 million and total capital lease obligations of $80.6 million. We expect to fund our $100.0 million purchase of certain wireless assetsfrom ACS and the $50.0 million working capital line of credit to AWN according to the Wireless Agreement by increasing our total debt. Ourhigh level of debt and capital lease obligations could have important consequences, including the following:· Use of a large portion of our cash flow to pay principal and interest on our Senior Notes, Senior Credit Facility, other debt and capitalleases, which will reduce the availability of our cash flow to fund working capital, capital expenditures and other business activities;· Increase our vulnerability to general adverse economic and industry conditions;· Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;· Restrict us from making strategic acquisitions or exploiting business opportunities;· Make it more difficult for us to satisfy our obligations with respect to the Senior Notes, Senior Credit Facility, other debt and capitallease obligations;· Place us at a competitive disadvantage compared to our competitors that have less debt and capital lease obligations; and· Limit, along with the financial and other restrictive covenants in our debt, among other things, our ability to borrow additional funds,dispose of assets or pay cash dividends.We will require a significant amount of cash to service our debt and to meet other obligations. Our ability to generate cashdepends on many factors beyond our control. If we are unable to meet our future capital needs it may be necessary for us tocurtail, delay or abandon our business growth plans. If we incur significant additional indebtedness to fund our plans, it couldcause a decline in our credit rating and could increase our borrowing costs or limit our ability to raise additional capital.We will continue to require a significant amount of cash to satisfy our debt service requirements and to meet other obligations. Our ability tomake payments on and to refinance our debt and to fund planned capital expenditures and acquisitions will depend on our ability to generatecash and to arrange additional financing in the future. These abilities are subject to, among other factors, our credit rating, our financialperformance, general economic conditions, prevailing market conditions, the state of competition in our market, the outcome of certainlegislative and regulatory issues and other factors that may be beyond our control. Our business may not generate sufficient cash flow fromoperations and future borrowings may not be available to us in an amount sufficient to enable us to pay our debt or to fund our other liquidityneeds. We may need to refinance all or a portion of our debt on or before maturity. We may not be able to refinance any of our debt oncommercially reasonable terms or at all.We may be unable to obtain additional financing as needed to close our AWN transaction.We expect to fund our $100.0 million purchase of certain wireless assets from ACS and the $50.0 million working capital line of credit to AWNaccording to the Wireless Agreement by increasing our total debt. It is difficult to predict future debt market conditions and whether we will beable to obtain additional financing on terms acceptable to us or at all. Depending upon market conditions, any additional financing we mightseek could be with rates and terms significantly less favorable than those contained in our outstanding debt instruments. Other factors, suchas a rating downgrade, could further impact our potential access to financing sources. The failure to raise sufficient funds on reasonableterms could cause us to not close our AWN Transaction which could have an adverse effect on our business, financial condition, or results ofoperations. 39 The terms of our debt impose restrictions on us that may affect our ability to successfully operate our business and our abilityto make payments on the Senior Notes.The indentures governing our Senior Notes and/or the credit agreements governing our Senior Credit Facility and other loans contain variouscovenants that could materially and adversely affect our ability to finance our future operations or capital needs and to engage in otherbusiness activities that may be in our best interest.All of these covenants may restrict our ability to expand or to pursue our business strategies. Our ability to comply with these covenantsmay be affected by events beyond our control, such as prevailing economic conditions and changes in regulations, and if such events occur,we cannot be sure that we will be able to comply. A breach of these covenants could result in a default under the indentures governing ourSenior Notes and/or the Senior Credit Facility. If there were an event of default under the indentures for the Senior Notes and/or the SeniorCredit Facility, holders of such defaulted debt could cause all amounts borrowed under these instruments to be due and payableimmediately. Additionally, if we fail to repay the debt under the Senior Credit Facility when it becomes due, the lenders under the SeniorCredit Facility could proceed against certain of our assets and capital stock of our subsidiaries that we have pledged to them as security. Ourassets or cash flow may not be sufficient to repay borrowings under our outstanding debt instruments in the event of a default thereunder.Any significant impairment of our indefinite-lived intangible assets would lead to a decrease in our assets and a reduction inour net operating performance.We had $294.9 million of indefinite-lived intangible assets at December 31, 2012, consisting of cable certificates of $191.6 million, goodwillof $77.3 million and wireless licenses of $26.0 million. Our cable certificates are our largest indefinite-lived intangible asset and representagreements with government entities to construct and operate a video business. Our wireless licenses are from the FCC and give us theright to provide wireless service within a certain geographical area. Goodwill represents the excess of cost over fair value of net assetsacquired in connection with a business acquisition.If we make changes in our business strategy or if market or other conditions adversely affect our operations, we may be forced to record animpairment charge, which would lead to a decrease in our assets and a reduction in our net operating performance. Our indefinite-livedintangible assets are tested annually for impairment during the fourth quarter and at any time upon the occurrence of certain events orsubstantive changes in circumstances that indicate the assets might be impaired. If the testing performed indicates that impairment hasoccurred, we are required to record an impairment charge for the difference between the carrying value of the goodwill and/or the indefinite-lived intangible assets, as appropriate, and the fair value of the goodwill and/or indefinite-lived intangible assets, in the period in which thedetermination is made. The testing of goodwill and indefinite-lived intangible assets for impairment requires us to make significantestimates about our future performance and cash flows, as well as other assumptions. These estimates can be affected by numerousfactors, including changes in economic, industry or market conditions, changes in underlying business operations, future operatingperformance, changes in competition, or changes in technologies. Any changes to key assumptions, or actual performance compared withthose assumptions, about our business and its future prospects or other assumptions could affect the fair value, resulting in an impairmentcharge.Our ability to use net operating loss carryforwards to reduce future tax payments could be negatively impacted if there is an“ownership change” as defined under Section 382 of the Internal Revenue Code.At December 31, 2012, we have tax net operating loss carryforwards of $293.3 million for U.S. federal income tax purposes and, under theInternal Revenue Code, we may carry forward these net operating losses in certain circumstances to offset any current and future taxableincome and thus reduce our federal income tax liability, subject to certain requirements and restrictions. If we experience an “ownershipchange,” as defined in Section 382 of the Internal Revenue Code and related Treasury regulations at a time when our market capitalization isbelow a certain level, our ability to use the net operating loss carryforwards could be substantially limited. This limit could impact the timingof the usage of the net operating loss carryforwards, thus accelerating cash tax payments or causing net operating loss carryforwards to expireprior to their use, which could affect the ultimate realization of that deferred tax asset. 40 Concerns about health risks associated with wireless equipment may reduce the demand for our wireless services.Portable communications devices have been alleged to pose health risks, including cancer, due to radio frequency emissions from thesedevices. Purported class actions and other lawsuits have been filed from time to time against other wireless companies seeking not onlydamages but also remedies that could increase the cost of doing business. We cannot be sure of the outcome of any such cases or that theindustry will not be adversely affected by litigation of this nature or public perception about health risks. The actual or perceived risk of mobilecommunications devices could adversely affect us through a reduction in subscribers. Further research and studies are ongoing, with nolinkage between health risks and mobile phone use established to date by a credible public source. However, we cannot be sure thatadditional studies will not demonstrate a link between radio frequency emissions and health concerns.Additionally, new government regulations on the use of a wireless device while driving may affect us through a reduction in usagerevenue. Studies have indicated that using wireless devices while driving may impair a driver’s attention. Many state and local legislativebodies, including Alaska’s, have passed legislation to restrict the use of wireless telephones while driving vehicles. In Alaska all drivers arebanned from texting while driving. Concerns over safety and the effect of additional future legislation, if adopted and enforced in the areas weserve, could limit our ability to market and sell our wireless services. Litigation relating to accidents, deaths or serious bodily injuriesallegedly incurred as a result of wireless telephone use while driving could result in adverse publicity and further governmentalregulation. Any of these results could have a material adverse effect on our financial position, results of operations or liquidity.A significant percentage of our voting securities are owned by a small number of shareholders and these shareholders cancontrol shareholder decisions on very important matters.As of December 31, 2012, our executive officers and directors and their affiliates owned 11% of our combined outstanding Class A and ClassB common stock, representing 22% of the combined voting power of that stock. These shareholders can significantly influence, if notcontrol, our management policy and all fundamental corporate actions, including mergers, substantial acquisitions and dispositions, andelection of directors to the Board.Item 1B. Unresolved Staff Comments.None.Item 2. PropertiesOur properties do not lend themselves to description by location of principal units. The majority of our properties are located in Alaska. It isnot practicable to allocate our properties to our reportable segments since many of our properties are employed by more than one segment toprovide common services and products. Additionally our properties are managed at the consolidated company level rather than at thesegment level.We lease our executive, corporate and administrative facilities and business offices. Our operating, executive, corporate and administrativeproperties are in good condition. We consider our properties suitable and adequate for our present needs and they are being fully utilized.Our properties consist primarily of undersea and terrestrial fiber optic cable networks, switching equipment, satellite transponders and earthstations, microwave radio, cable and wire facilities, cable head-end equipment, wireless towers and equipment, coaxial distributionnetworks, connecting lines (aerial, underground and buried cable), routers, servers, transportation equipment, computer equipment, generaloffice equipment, land, land improvements, landing stations and other buildings. Substantially all of our properties are located on or inleased real property or facilities. Substantially all of our properties secure our Senior Credit Facility. See note 6 included in “Part II — Item 8— Consolidated Financial Statements and Supplementary Data” for more information. 41 Item 3. Legal ProceedingsWe are involved in various lawsuits, billing disputes, legal proceedings, and regulatory matters that have arisen from time to time in thenormal course of business. The range of possible losses from asserted and unasserted claims recorded and possibly recorded in the futuredo not have a material adverse effect on our financial position, results of operations or liquidity. In addition, in August 2010 a GCI-ownedaircraft was involved in an accident resulting in five fatalities and injuries to the remaining four passengers on board. We had aircraft andliability insurance coverage in effect at the time of the accident. During 2012 final payments on all resolved claims were made with theexception of any potential claims for environmental remediation. All paid claims related to the accident have been resolved within insurancepolicy limits and were recorded net of these recoveries in our Consolidated Income Statements. We cannot predict the likelihood or nature ofany potential claims for environmental remediation.Item 4. Mine Safety DisclosuresNot Applicable.Part II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities Market Information for Common StockShares of GCI’s Class A common stock are traded on the Nasdaq Global Select MarketSM under the symbol GNCMA.Shares of GCI’s Class B common stock are traded through the Over-The-Counter Bulletin Board service offered by the National Associationof Securities Dealers. Each share of Class B common stock is convertible, at the option of the holder, into one share of Class A commonstock.The following table sets forth the high and low sales price for our common stock for the periods indicated. Market price data for Class Ashares was obtained from the Nasdaq Stock Market System quotation system. Market price data for Class B shares was obtained fromreported Over-the-Counter Bulletin Board service market transactions. The prices represent prices between dealers, do not include retailmarkups, markdowns, or commissions, and do not necessarily represent actual transactions. Class A Class B High Low High Low 2012 First Quarter $11.36 8.72 9.90 7.75 Second Quarter $8.60 6.22 9.31 6.75 Third Quarter $10.26 8.62 10.00 7.25 Fourth Quarter $10.27 7.52 10.00 8.00 2011 First Quarter $13.23 9.61 12.00 12.00 Second Quarter $12.35 10.70 12.69 10.25 Third Quarter $12.52 7.57 12.30 12.30 Fourth Quarter $10.56 7.49 10.15 6.86 42 HoldersAs of December 31, 2012, there were 2,425 holders of record of our Class A common stock and 329 holders of record of our Class Bcommon stock (amounts do not include the number of shareholders whose shares are held of record by brokers, but do include thebrokerage house as one shareholder).DividendsWe have never paid cash dividends on our common stock, and we have no present intention of doing so. Payment of cash dividends in thefuture, if any, will be determined by our Board of Directors in light of our earnings, financial condition and other relevant considerations. Ourexisting debt agreements contain provisions that limit payment of dividends on common stock, other than stock dividends (see note 6included in “Part II — Item 8 — Consolidated Financial Statements and Supplementary Data” for more information).Stock Transfer Agent and RegistrarComputershare is our stock transfer agent and registrar.Performance GraphThe following graph includes a line graph comparing the yearly percentage change in our cumulative total shareholder return on our Class Acommon stock during the five-year period 2008 through 2012. This return is measured by dividing (1) the sum of (a) the cumulative amountof dividends for the measurement period (assuming dividend reinvestment, if any) and (b) the difference between our share price at the endand the beginning of the measurement period, by (2) the share price at the beginning of that measurement period. This line graph iscompared in the following graph with two other line graphs during that five-year period, i.e., a market index and a peer index.The market index is the Center for Research in Securities Price Index for the Nasdaq Stock Market for United States companies. It presentscumulative total returns for a broad based equity market assuming reinvestment of dividends and is based upon companies whose equitysecurities are traded on the Nasdaq Stock Market. The peer index is the Center for Research in Securities Price Index for NasdaqTelecommunications Stock. It presents cumulative total returns for the equity market in the telecommunications industry segmentassuming reinvestment of dividends and is based upon companies whose equity securities are traded on the Nasdaq Stock Market. The linegraphs represent annual index levels derived from compounding daily returns.In constructing each of the line graphs in the following graph, the closing price at the beginning point of the five-year measurement period hasbeen converted into a fixed investment, stated in dollars, in our Class A common stock (or in the stock represented by a given index, in thecases of the two comparison indexes), with cumulative returns for each subsequent fiscal year measured as a change from thatinvestment. Data for each succeeding fiscal year during the five-year measurement period are plotted with points showing the cumulativetotal return as of that point. The value of a shareholder’s investment as of each point plotted on a given line graph is the number of sharesheld at that point multiplied by the then prevailing share price.Our Class B common stock is traded through the Over-The-Counter Bulletin Board service on a more limited basis. Therefore, comparisonssimilar to those previously described for the Class A common stock are not directly available. However, the performance of Class B commonstock may be analogized to that of the Class A common stock in that the Class B common stock is readily convertible into Class A commonstock by request to us. 43 Prepared by Zacks Investment Research, Inc. All indexes used with permission. All rights reserved.COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS PERFORMANCE GRAPH FOR GENERAL COMMUNICATION,INC., NASDAQ STOCK MARKET INDEX FOR UNITED STATES COMPANIES, AND NASDAQ TELECOMMUNICATIONSSTOCK1,2,3,4Measurement Period (Fiscal YearCovered)Company ($)Nasdaq Stock Market Index forU.S. Companies ($)Nasdaq Telecommunications Stock($) FYE 12/31/07 100.00 100.00 100.00 FYE 12/31/08 92.45 61.17 57.46 FYE 12/31/09 72.91 87.93 86.16 FYE 12/31/10 144.68 104.13 111.25 FYE 12/31/11 111.86 104.69 117.64 FYE 12/31/12 109.57 123.85 158.93 1The lines represent annual index levels derived from compounded daily returns that include all dividends.2The indexes are reweighted daily, using the market capitalization on the previous trading day.3If the annual interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.4The index level for all series was set to $100.00 on December 31, 2007. 44 Issuer’s Purchases of Equity Securities(a) Not applicable.(b) Not applicable. (c) The following table provides information about repurchases of shares of our Class A common stock during the quarter endedDecember 31, 2012: (a) Total Numberof SharesPurchased1(b) Average PricePaid per Share(c) Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms2(d) Maximum Number(or approximate DollarValue) of Shares thatMay Yet Be PurchasedUnder the Plan orPrograms3October 1, 2012 to October 31, 2012 93,504$9.0286,392$104,043,599November 1, 2012 to November 30, 2012 264,207$8.12233,528$102,156,975December 1, 2012 to December 31, 2012 161,755$8.83154,617$100,973,892 Total 519,466 1 Consists of 474,522 shares from open market purchases made under our publicly announced repurchase plan, 15 shares from privatepurchases made under our publicly announced plan and 44,929 shares from private purchases made to settle the minimum statutory tax-withholding requirements pursuant to restricted stock award vesting.2 The repurchase plan was publicly announced on November 3, 2004. Our plan does not have an expiration date, however transactionspursuant to the plan are subject to periodic approval by our Board of Directors. We expect to continue the repurchases for an indefinite perioddependent on leverage, liquidity, company performance, market conditions and subject to continued oversight by our Board of Directors.3 The total amount approved by our Board of Directors for repurchase under our publicly announced repurchase plan was $317.3 millionthrough December 31, 2012, consisting of $312.1 million through September 30, 2012, and an additional $5.2 million during the threemonths ended December 31, 2012. We have made total repurchases under the program of $216.3 million through December 31, 2012. Ifstock repurchases are less than the total approved quarterly amount the difference may be carried forward and used to repurchase additionalshares in future quarters, subject to board approval. 45 Item 6. Selected Financial DataThe following table presents selected historical information relating to financial condition and results of operations over the past five years. Years Ended December 31, 2012 2011 2010 2009 2008 (Amounts in thousands except per share amounts) Revenues $710,181 679,381 651,250 595,811 575,442 Income (loss) before income taxes $21,250 12,891 17,858 6,867 (2,880)Net income (loss) $9,162 5,486 8,610 3,172 (3,716)Net loss attributable to non-controlling interest $511 238 - - 1,503 Net income (loss) attributable to GCI common stockholders $9,673 5,724 8,610 3,172 (2,213)Basic net income (loss) attributable to GCI per common share $0.23 0.13 0.16 0.06 (0.04)Diluted net income (loss) attributable to GCI per common share $0.23 0.12 0.16 0.05 (0.04)Total assets $1,506,552 1,446,320 1,350,353 1,417,335 1,335,301 Long-term debt, including current portion and net ofunamortized discount $877,051 861,272 781,717 776,380 716,831 Obligations under capital leases, including current portion $80,612 86,054 91,165 95,914 100,329 Redeemable preferred stock Series B $- - - - - Series C $- - - - - Total GCI stockholders’ equity $157,178 157,339 199,099 265,255 258,197 Dividends declared per common share $- - - - - The Selected Financial Data should be read in conjunction with “Part II — Item 7 — Management’s Discussion and Analysis of FinancialCondition and Results of Operations.”Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsIn the following discussion, General Communication, Inc. (“GCI”) and its direct and indirect subsidiaries are referred to as “we,” “us” and“our.” Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements,which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Thepreparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets andliabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to theallowance for doubtful receivables, unbilled revenues, accrual of the Universal Service Fund (“USF”) high cost Remote area programsupport, share-based compensation, inventory at lower of cost or market, reserve for future customer credits, liability for incurred but notreported medical insurance claims, valuation allowances for deferred income tax assets, depreciable and amortizable lives of assets, thecarrying value of long-lived assets including goodwill, cable certificates and wireless licenses, our effective tax rate, purchase priceallocations, deferred lease expense, asset retirement obligations, the accrual of cost of goods sold (exclusive of depreciation and amortizationexpense) ("Cost of Goods Sold"), depreciation, and accrual of contingencies and litigation. We base our estimates and judgments onhistorical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form thebasis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual resultsmay differ from these estimates under different assumptions or conditions. See also our “Cautionary Statement Regarding Forward-LookingStatements.” 46 The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidatedfinancial statements and supplementary data as presented in Part IV of this Form 10-K.General OverviewThrough our focus on long-term results, acquisitions, and strategic capital investments, we strive to consistently grow our revenues andexpand our margins. We have historically met our cash needs for operations, regular capital expenditures and maintenance capitalexpenditures through our cash flows from operating activities. Historically, cash requirements for significant acquisitions and major capitalexpenditures have been provided largely through our financing activities.The national economy continues to see persistent unemployment and slow economic growth and even once stabilized is not expected toreturn quickly to a period of strong growth. Should the national economy deteriorate further, it could lead to reductions in consumer spendingwhich could impact our revenue growth. As discussed earlier in “Item 1 — Business — Geographic Concentration and the AlaskaEconomy,” we believe the Alaska economy continues to perform well compared to most other states at the current time. The State of Alaskahas large cash reserves that should enable it to maintain its budget for at least the short-term. This cash reserve is important for Alaska’seconomy as the State is the largest employer and second largest source of gross state product. The majority of our revenue is driven by thestrength of the Alaska economy which appears to have weathered the economic pressures relatively well to date. Nonetheless we cannotpredict the impact the nation’s future economic situation may have on us in the future.On June 4, 2012, we entered into an Asset Purchase and Contribution Agreement (“Wireless Agreement”) by and among AlaskaCommunications Systems Group, Inc. (“ACS”), GCI, ACS Wireless, Inc., a wholly owned subsidiary of ACS (“ACS Member”), GCIWireless Holdings, LLC, a wholly owned subsidiary of GCI, and The Alaska Wireless Network, LLC (“AWN”), a wholly owned subsidiary ofGCI, pursuant to which the parties have agreed to contribute the respective wireless network assets of GCI, ACS and their affiliates toAWN. We entered into this agreement to provide a robust, statewide network with the spectrum mix, scale, advanced technology and coststructure necessary to compete with Verizon Wireless (“Verizon”) and AT&T in Alaska. After the transaction closes AWN will providewholesale services to GCI and ACS. GCI and ACS will use the AWN network in order to continue to sell services to their respective retailcustomers. GCI and ACS will continue to compete against each other and other wireless providers in the retail market.Under the terms of the Wireless Agreement, we agreed to purchase certain wireless network assets from ACS and its affiliates for $100.0million and we will contribute the purchased assets, our wireless network assets and certain rights to use capacity to AWN. ACS also agreedto contribute its remaining wireless network assets and certain rights to use capacity to AWN. Upon the contribution of assets to AWN, ACSMember will own one-third of AWN and we will own two-thirds of AWN. ACS Member will be entitled to receive preferential cashdistributions totaling $190.0 million over the first four years of AWN’s operations and we will be entitled to all remaining cash distributionsduring that period. We anticipate that the $190.0 million preferential distributions to ACS will constitute approximately $80.0 million indistributions over the distributions otherwise attributable to their ownership percentage during such period. Following the initial four yearperiod, we and ACS Member will receive distributions proportional to our ownership interests. We are evaluating the accounting treatmentfor this transaction.The closing of the transactions is subject to the satisfaction of customary closing conditions, including the receipt of required governmentaland third party consents and approvals and the expiration of any applicable waiting periods under competition laws. The waiting period underthe Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired without any objections. The transactions are expected to close by thesecond quarter of 2013. 47 As an eligible telecommunications carrier (“ETC”), we receive support from the USF to support the provision of wireline local access andwireless services in high cost areas. On November 29, 2011, the Federal Communications Commission (“FCC”) published a final rule toreform the methodology for distributing USF high cost support for voice and broadband services, as well as to the access charge regime forterminating traffic between carriers (“High Cost Order”). The High Cost Order defined Urban and Remote areas and divided support toAlaska between these two areas. Support for competitive eligible telecommunications carriers (“CETCs”) serving Urban areas that generallyinclude Anchorage, Fairbanks, and Juneau will follow national reforms, had support per provider per service area capped as of January 1,2012, and a five-step phase-down commenced on July 1, 2012. In addition to broader reforms, the FCC tailored revisions specifically forCETCs serving Remote Alaska, intended to address the unique challenges for serving these areas. Support to these locations will continueto be distributed on a per-line basis until the later of July 1, 2014, or the implementation of a successor funding mechanism. A furtherrulemaking to consider successor funding mechanisms is underway. We cannot predict at this time the outcome of this proceeding or itseffect on Remote high cost support available to us, but our revenue for providing local access and wireless services in these areas would bematerially adversely affected by a substantial reduction of USF support.The High Cost Order Remote and Urban program changes primarily impacted our Consumer segment. The High Cost Order Remote andUrban program changes resulted in decreased Consumer segment voice revenue of approximately $1.6 million and decreased Consumersegment wireless revenue of approximately $1.7 million for the year ended December 31, 2012, as compared to the year ended December31, 2011. At December 31, 2012, we have $32.0 million and $3.6 million in Remote and Urban high cost accounts receivable, respectively.On February 6, 2012, the FCC released its Report and Order and Further Notice of Proposed Rulemaking to comprehensively reform andmodernize the USF’s Lifeline program. The Lifeline program is administered by the Universal Service Administrative Company (“USAC”)and is designed to ensure that quality telecommunications services are available to low-income customers at affordable rates. The orderadopted several reforms but the only reform with a significant 2012 impact was a requirement for annual recertification of all Lifelinesubscribers enrolled as of June 1, 2012, to be completed by the end of 2012 subject to the waiver to perfect early recertification by January 31,2013. The completion of the annual recertification process was the primary reason for our loss of approximately 10,000 Lifeline subscribersfrom December 31, 2011 to December 31, 2012.We have recognized $14.2 million in Consumer wireless Lifeline revenue for the year ended December 31, 2012. The Lifeline programchanges resulted in decreased Consumer segment wireless revenue of approximately $700,000 for the year ended December 31, 2012, ascompared to the year ended December 31, 2011, and estimated decreased Consumer segment revenue in the range of $1.3 million to $1.5million for the year ending December 31, 2013, as compared to the year ended December 31, 2012.As a related matter, in April 2012 the Regulatory Commission of Alaska (“RCA”) issued a notice of inquiry to consider whether to modify thestate-funded component of Lifeline support, which is currently $3.50 per month. In May 2012, we responded in favor of preserving thecurrent level of support. We cannot predict the outcome of the support review proceedings or the impact on our income statement, financialposition or cash flows.In November 2010, Verizon acquired a license for 700 MHz wireless spectrum covering Alaska. Verizon began building a Long TermEvolution (“LTE”) network in 2012 and subsequently we expect they will be an additional competitor where our markets overlap. We cannotpredict the potential impact this new competition may have on us in the future.As part of an agreement signed in December 2007 with AT&T Mobility, AT&T Mobility provided to us a large block of wireless network usageat no charge that we used for roaming. This block of minutes was depleted in January 2012 and our wireless Cost of Goods Sold for the yearended December 31, 2012, increased approximately $5.1 million as compared to the year ended December 31, 2011, before factoring in theimpact of 2012 non-Lifeline subscriber growth. Our future wireless Cost of Goods Sold will depend on several factors including the impactand timing of our wireless network build-out, the pattern of usage by our wireless subscribers, and negotiated rates with our roamingpartners. 48 On October 3, 2012, we entered into a second arrangement under the New Markets Tax Credit (“NMTC”) program with US Bancorp for$12.9 million to fund the further extension of terrestrial broadband service to rural Northwestern Alaska communities via a high capacityhybrid fiber optic and microwave network (“Phase 3 of TERRA-Northwest”) (“NMTC #2”). In connection with this NMTC #2 transaction weloaned $37.7 million to two special purpose entities created to effect the financing arrangement, at 1.0% interest due October 2,2042. Simultaneously, US Bancorp invested $17.5 million in these special purpose entities, and as such, is entitled to substantially all ofthe benefits derived from the NMTCs. The special purpose entities then contributed US Bancorp’s contribution and the loan proceeds tocertain community development entities (“CDEs”) less payment of placement fees of $3.2 million. The CDEs, in turn, loaned $52.0 million,at interest rates varying from 0.7099% to 0.7693%, to Unicom, Inc. (“Unicom”), our wholly owned subsidiary, as partial financing for Phase3 of TERRA-Northwest (“TERRA-NW”). The loan proceeds to Unicom, net of syndication and arrangement fees, are restricted for use onPhase 3 of TERRA-NW. Restricted cash of $12.9 million was received by Unicom on October 3, 2012.On December 11, 2012, we entered into a third arrangement under the NMTC program with US Bancorp for $2.9 million for additionalfunding of Phase 3 of TERRA-NW (“NMTC #3”). In connection with this NMTC #3 transaction we loaned $8.2 million to a special purposeentity created to effect the financing arrangement, at 1.0% interest due December 10, 2042. Simultaneously, US Bancorp invested $3.8million in this special purpose entity, and as such, is entitled to substantially all of the benefits derived from the NMTCs. The special purposeentity then contributed US Bancorp’s contribution and the loan proceeds to certain CDEs less payment of placement fees of $240,000. TheCDEs, in turn, loaned $11.8 million, at 1.3472% interest rate, to Unicom as partial financing for Phase 3 of TERRA-NW. The loan proceedsto Unicom, net of syndication and arrangement fees, are restricted for use on Phase 3 of TERRA-NW. Restricted cash of $2.9 million wasreceived by Unicom on December 11, 2012. We plan to begin construction on Phase 3 of TERRA-NW in 2013 and expect to complete theproject in 2014.Results of OperationsThe following table sets forth selected financial data as a percentage of total revenues for the periods indicated (underlying data rounded to thenearest thousand): PercentagePercentage Change1 Change1 Year Ended December 31,2012 2011 2012 2011 2010 vs. 2011vs. 2010 Statements of Operations Data: Revenues: Consumer segment50%52%53%0%3% Network Access segment15%16%16%0%(2%) Commercial segment20%20%20%5%6% Managed Broadband segment12%9%8%37%27% Regulated Operations segment3%3%3%(2%)(3%) Total revenues100%100%100%5%4% Selling, general and administrative expenses34%35%35%3%3% Depreciation and amortization expense18%19%20%4%(1%) Operating income13%13%14%(2%)3% Other expense, net10%11%11%(13%)11% Income before income taxes3%2%3%65%(28%) Net income1%1%1%67%(36%) Net loss attributable to the non-controlling interest0%0%0%115%0% Net income attributable to GCI1%1%1%69%(34%) 1 Percentage change in underlying data 49 We evaluate performance and allocate resources based on earnings before depreciation and amortization expense, net interest expense,income taxes, share-based compensation expense, accretion expense, loss attributable to non-controlling interest and non-cash contributionadjustment (“Adjusted EBITDA”). Management believes that this measure is useful to investors and other users of our financial informationin evaluating operating profitability as an analytical indicator of income generated to service debt and fund capital expenditures. In addition,multiples of current or projected earnings before depreciation and amortization expense, net interest expense and income taxes (“EBITDA”)are used to estimate current or prospective enterprise value. See note 10 in the "Notes to Consolidated Financial Statements" included inPart IV of this annual report on Form 10-K for a reconciliation of consolidated Adjusted EBITDA, a non-GAAP financial measure, toconsolidated income before income taxes.Year Ended December 31, 2012 (“2012”) Compared to Year Ended December 31, 2011 (“2011”) Overview of Revenues and Cost of Goods SoldTotal revenues increased 5% from $679.4 million in 2011 to $710.2 million in 2012. Revenue increases in our Consumer, Commercialand Managed Broadband segments were partially offset by decreased revenue in our Network Access and Regulated Operationssegments. See the discussion below for more information by segment.Total Cost of Goods Sold increased 9% from $227.4 million in 2011 to $247.5 million in 2012. Cost of Goods Sold increases in ourConsumer, Commercial, Managed Broadband and Regulated Operations segments were partially offset by decreased Cost of Goods Sold inour Network Access segment. See the discussion below for more information by segment.Consumer Segment OverviewConsumer segment revenue represented 50% of 2012 consolidated revenues. The components of Consumer segment revenue are asfollows (amounts in thousands): Percentage 2012 2011 Change Voice $41,439 52,052 (20%)Video 115,307 118,635 (3%)Data 86,466 71,977 20%Wireless 109,760 109,910 0%Total Consumer segment revenue $352,972 352,574 0%Consumer segment Cost of Goods Sold represented 52% of 2012 consolidated Cost of Goods Sold. The components of Consumersegment Cost of Goods Sold are as follows (amounts in thousands): Percentage 2012 2011 Change Voice $9,146 10,660 (14%)Video 51,230 53,556 (4%)Data 5,896 4,771 24%Wireless 62,052 41,706 49%Total Consumer segment Cost of Goods Sold $128,324 110,693 16%Consumer segment Adjusted EBITDA, representing 39% of 2012 consolidated Adjusted EBITDA, is as follows (amounts in thousands): Percentage 2012 2011 Change Consumer segment Adjusted EBITDA $88,858 110,734 (20%) 50 See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Selected key performance indicators for our Consumer segment follow: December 31, Percentage 2012 2011 Change Voice: Total local access lines in service1 69,700 77,600 (10%)Local access lines in service on GCI facilities1 64,900 72,000 (10%)Video: Basic subscribers2 122,300 125,000 (2%)Digital programming tier subscribers3 72,500 75,600 (4%)HD/DVR converter boxes4 90,400 89,400 1%Homes passed 243,600 242,100 1%Average monthly gross revenue per subscriber5 $77.98 $77.43 1%Data: Cable modem subscribers6 115,600 108,300 7%Wireless: Lifeline wireless lines in service7 32,400 42,400 (24%)Non-Lifeline wireless lines in service8 90,600 82,200 10%Average monthly gross revenue per subscriber9 $69.02 $68.34 1% 1 A local access line in service is defined as a revenue generating circuit or channel connecting a customer to the public switchedtelephone network. 2 A basic subscriber is defined as one basic tier of service delivered to an address or separate subunits thereof regardless of the number ofoutlets purchased. 3 A digital programming tier subscriber is defined as one digital programming tier of service delivered to an address or separate subunitsthereof regardless of the number of outlets or digital programming tiers purchased. Digital programming tier subscribers are a subset ofbasic subscribers. 4 A high-definition/digital video recorder ("HD/DVR") converter box is defined as one box rented by a digital programming or basic tiersubscriber. A digital programming or basic tier subscriber is not required to rent an HD/DVR converter box to receive service. 5 Average monthly consumer video revenues divided by the average number of consumer basic subscribers at the beginning and end ofeach month in the period. 6 A cable modem subscriber is defined by the purchase of cable modem service regardless of the level of service purchased. If one entitypurchases multiple cable modem service access points, each access point is counted as a subscriber. Cable modem subscribers mayalso be video basic subscribers though basic video service is not required to receive cable modem service. 7 A Lifeline wireless line in service is defined as a revenue generating wireless device that is eligible for Lifeline support. 8 A non-Lifeline wireless line in service is defined as a revenue generating wireless device that is not eligible for Lifeline support. 9 Average monthly consumer wireless revenues divided by the average of consumer wireless subscribers at the beginning and end ofeach month in the period. 51 Consumer Segment RevenuesThe decrease in voice revenue is primarily due to:· A 21% decrease in local service plan fee revenue to $15.9 million due to decreased subscribers and a February 2012 rate decreaseto one of our popular plans,· A 21% decrease in local service high cost support to $8.3 million due to the changes in the high cost support program asdiscussed above in the General Overview section of this Item 7 and a decrease in subscribers, and· A 39% decrease in long-distance usage to $2.4 million due to the lower rates mandated by the Intrastate Access Reform Act(“Intrastate Access Reform”) which went into effect in July 2011, along with our introduction of a popular new plan offeringunlimited interstate and intrastate calling which went into effect in August 2011.The increase in data revenue is primarily due to:· An 18% increase in cable modem revenue to $75.0 million due to increased subscribers and our subscribers’ selection of plansthat offer higher speeds, and· A 57% increase in excess usage revenue to $7.9 million due to customers moving from plans with unlimited usage to plans withlimited usage.The increase in wireless revenue is primarily due to a 10% increase in plan fee revenue to $46.8 million due to our subscribers’ selection ofplans that offer more data and an increase in non-Lifeline subscribers. This increase was partially offset by:· A 10% decrease in wireless high cost support to $31.9 million due to the changes in the high cost support program as discussedabove in the General Overview section of this Item 2 and decreased subscribers, and· A 16% decrease in Lifeline support to $14.2 million primarily due to decreased subscribers primarily resulting from the recertificationprogram started in June 2012 and discussed above in the General Overview section of this Item 2.Consumer Segment Cost of Goods SoldThe wireless Cost of Goods Sold increase is primarily due to increased costs for wireless handset equipment and roaming. Our wirelesshandset equipment costs have increased because a higher percentage of our handsets sold have been premium smartphones which have ahigher cost. Additionally, we have experienced an increase in handset sales due to an increased number of handsets issued to newcustomers and those extending their service. The increase in roaming costs is due to the end of free network usage as discussed above inthe General Overview section of this Item 7 and an increase in data usage by our customers. The increase in smartphones resulted in anincrease in data usage.Consumer Segment Adjusted EBITDAThe decrease in Adjusted EBITDA is primarily due to increased Cost of Goods Sold as described above in “Consumer Segment Cost ofGoods Sold” and an increase in the selling, general and administrative expense that was allocated to our Consumer segment due to anincrease in consolidated selling, general and administrative expense.Network Access Segment OverviewNetwork access segment revenue represented 15% of 2012 consolidated revenues. The components of Network Access segment revenueare as follows (amounts in thousands): Percentage 2012 2011 Change Voice $22,496 23,553 (4%)Data 56,194 62,456 (10%)Wireless 26,757 19,447 38%Total Network Access segment revenue $105,447 105,456 0% 52 Network Access segment Cost of Goods Sold represented 10% of 2012 consolidated Cost of Goods Sold. The components of NetworkAccess segment Cost of Goods Sold are as follows (amounts in thousands): Percentage 2012 2011 Change Voice $9,275 12,194 (24%)Data 13,664 15,386 (11%)Wireless 1,417 1,164 22%Total Network Access segment Cost of Goods Sold $24,356 28,744 (15%)Network Access segment Adjusted EBITDA, representing 24% of 2012 consolidated Adjusted EBITDA, is as follows (amounts inthousands): Percentage 2012 2011 Change Network Access segment Adjusted EBITDA $55,298 50,209 10%See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Network Access Segment RevenuesThe increase in wireless revenue is primarily due to an increase in data usage by our roaming partners’ customers.Network Access Segment Cost of Goods SoldThe decrease in voice Cost of Goods Sold is primarily due to Intrastate Access Reform which went into effect in July 2011 and eliminated theincumbent local exchange carrier’s (“ILEC”) ability to bill long distance carriers for certain intrastate line charges.Network Access Segment Adjusted EBITDAThe Adjusted EBITDA increase is primarily due to decreased Cost of Goods Sold as described above in “Network Access Segment Cost ofGoods Sold.”Commercial Segment OverviewCommercial segment revenue represented 20% of 2012 consolidated revenues. Commercial segment data revenue is comprised ofmonthly recurring charges for data services and charges billed on a time and materials basis largely for personnel providing on-site customersupport. This latter category can vary significantly based on project activity. The components of Commercial segment revenue are as follows(amounts in thousands): Percentage 2012 2011 Change Voice $27,377 28,712 (5%)Video 12,841 11,605 11%Data 93,434 85,961 9%Wireless 9,923 9,823 1%Total Commercial segment revenue $143,575 136,101 5% 53 Commercial segment Cost of Goods Sold represented 27% of 2012 consolidated Cost of Goods Sold. The components of Commercialsegment Cost of Goods Sold are as follows (amounts in thousands): Percentage 2012 2011 Change Voice $9,872 13,083 (25%)Video 2,008 2,154 (7%)Data 48,576 45,475 7%Wireless 6,439 4,458 44%Total Commercial segment Cost of Goods Sold $66,895 65,170 3%Commercial segment Adjusted EBITDA, representing 16% of 2012 consolidated Adjusted EBITDA, is as follows (amounts in thousands): Percentage 2012 2011 Change Commercial segment Adjusted EBITDA $35,946 31,222 15%See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Selected key performance indicators for our Commercial segment follow: December 31, Percentage 2012 2011 Change Voice: Total local access lines in service1 51,600 51,400 0%Local access lines in service on GCI facilities 30,800 28,700 7% Data: Cable modem subscribers2 13,300 11,100 20% Wireless: Wireless lines in service3 17,000 15,300 11% 1 A local access line in service is defined as a revenue generating circuit or channel connecting a customer to the public switchedtelephone network. 2 A cable modem subscriber is defined by the purchase of cable modem service regardless of the level of service purchased. If one entitypurchases multiple cable modem service access points, each access point is counted as a subscriber. 3 A wireless line in service is defined as a revenue generating wireless device. Commercial Segment RevenuesThe increase in data revenue is primarily due to:· A 9% increase in managed services project revenue to $50.2 million due to special project work, and· A 9% increase in internet revenue to $22.3 million primarily due to increased subscribers and increased excess usage. 54 Commercial Segment Cost of Goods SoldThe decrease in voice Cost of goods Sold is primarily due to Intrastate Access Reform which went into effect July 2011 and eliminated theILECs’ ability to bill long distance carriers for certain intrastate line charges.The increase in data Cost of Goods Sold is primarily due to a $3.4 million or 10% increase in managed services project Cost of Goods Soldrelated to the increased revenue described above in “Commercial Segment Revenues.”Commercial Segment Adjusted EBITDAThe Adjusted EBITDA increase is primarily due to increased revenue as described above in “Commercial Segment Revenues.” Thisincrease was partially offset by increased Cost of Goods Sold as described above in “Commercial Segment Cost of Goods Sold” and by anincrease in the selling, general and administrative expense that was allocated to our Commercial segment primarily due to an increase inconsolidated selling, general and administrative expense.Managed Broadband Segment OverviewManaged Broadband segment revenue, Cost of Goods sold and Adjusted EBITDA represented 12%, 9% and 19% of 2012 consolidatedrevenues, Cost of Goods Sold and Adjusted EBITDA, respectively.Managed Broadband Segment RevenuesManaged Broadband segment revenue, which includes data products only, increased 37% to $86.6 million in 2012 as compared to 2011.The increase is primarily due to:· An $18.6 million increase in monthly contract revenue due to new ConnectMD® and SchoolAccess® customers and increaseddata network capacity purchased by our existing ConnectMD® and SchoolAccess® customers,· A $3.1 million increase in product sales to our customers, and· Recognition of $1.6 million in previously denied funding from the USAC for one ConnectMD® customer for the funding year July2008 to June 2009. We had appealed the funding denial and received notice during the second quarter of 2012 that our appeal wassuccessful and the funding was reinstated.Managed Broadband Segment Cost of Goods SoldManaged Broadband segment Cost of Goods Sold increased from $17.0 million in 2011 to $21.3 million in 2012 primarily due to Cost ofGoods Sold associated with the product sales revenue described above in “Managed Broadband Segment Revenues.”Managed Broadband Segment Adjusted EBITDAManaged Broadband segment Adjusted EBITDA increased 49% to $42.8 million in 2012 primarily due to an increase in revenue asdescribed above in "Managed Broadband Segment Revenues," partially offset by an increase in the Cost of Goods Sold as described abovein “Managed Broadband Segment Cost of Goods Sold,” and an increase in the selling, general and administrative expense that was allocatedto our Managed Broadband segment. The increase in selling, general and administrative expense is primarily due to an increase in the 2011segment margin upon which the selling, general and administrative expense allocation is based and an increase in consolidated selling,general and administrative expense.See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Regulated Operations Segment OverviewRegulated Operations segment revenue, Cost of Goods Sold and Adjusted EBITDA represented 3%, 2% and 2% of 2012 consolidatedrevenues, Cost of Goods Sold and Adjusted EBITDA, respectively. 55 A selected key performance indicator for our Regulated Operations segment follows: December 31, Percentage 2012 2011 Change Voice: Total local access lines in service on GCI facilities1 8,300 9,100 (9%) 1 A local access line in service is defined as a revenue generating circuit or channel connecting a customer to the public switchedtelephone network. Regulated Operations Segment RevenuesRegulated Operations segment revenues decreased from $22.0 million in 2011 to $21.6 million in 2012.Regulated Operations Segment Cost of Goods SoldRegulated Operations segment Cost of Goods Sold increased from $5.8 million in 2011 to $6.6 million in 2012.Regulated Operations Segment Adjusted EBITDARegulated Operations segment Adjusted EBITDA increased 37% to $3.9 million in 2012 primarily due to a decrease in selling, general andadministrative expense. The decrease in selling, general and administrative expense is primarily due to non-capitalizable TERRA-Southwest (“TERRA-SW”) expenses recorded in 2011 that did not recur in 2012.See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Selling, General and Administrative ExpensesSelling, general and administrative expenses increased $7.7 million to $243.2 million in 2012. Individually significant items contributing tothe increase include:· A $4.2 million increase in labor costs, and· $2.9 million in transaction costs related to the transactions described in the Wireless Agreement as discussed in the GeneralOverview section of this Item 7.As a percentage of total revenues, selling, general and administrative expenses decreased to 34% in 2012 from 35% in 2011, primarily dueto increased revenues.Depreciation and Amortization ExpenseDepreciation and amortization expense increased $4.5 million to $130.5 million in 2012 primarily due to new assets placed in service in2012 partially offset by assets which became fully depreciated during 2012.Other Expense, NetOther expense, net of other income, decreased 13% to $67.7 million in 2012 primarily due to the absence of a $9.1 million loss onextinguishment of debt recognized in 2011. On May 23, 2011, GCI, Inc., our wholly owned subsidiary, completed an offering of $325.0million in aggregate principal amount of 6.75% Senior Notes due 2021 (“2021 Notes”). We used the net proceeds from this offering to repayand retire all of our outstanding senior unsecured notes due 2014.Income Tax ExpenseIncome tax expense totaled $12.1 million and $7.4 million in 2012 and 2011, respectively. Our effective income tax rate was 57% in 2012and 2011.At December 31, 2012, we have income tax net operating loss carryforwards of $293.3 million that will begin expiring in 2020 if not utilized,and alternative minimum tax credit carryforwards of $1.9 million available to offset regular income taxes payable in future years. 56 We have recorded deferred tax assets of $120.0 million associated with income tax net operating losses that were generated from 2000 to2011 and that expire from 2020 to 2031, and with charitable contributions that were converted to net operating losses in 2004 through 2007,and that expire in 2024 through 2027, respectively.Tax benefits associated with recorded deferred tax assets are considered to be more likely than not realizable through future reversals ofexisting taxable temporary differences and future taxable income exclusive of reversing temporary differences and carryforwards. Theamount of deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income during the carryforwardperiod are reduced which would result in additional income tax expense. We estimate that our effective annual income tax rate for financialstatement purposes will be 55% to 59% in the year ending December 31, 2013, primarily due to the large amount of permanent differencesexpected in 2013 as compared to our net income before income tax expense.Year Ended December 31, 2011 (“2011”) Compared to Year Ended December 31, 2010 (“2010”) Overview of Revenues and Cost of Goods SoldTotal revenues increased 4% from $651.3 million in 2010 to $679.4 million in 2011. Revenue increases in our Consumer, Commercialand Managed Broadband segments were partially offset by decreased revenue in our Network Access and Regulated Operationssegments. See the discussion below for more information by segment.Total Cost of Goods Sold increased 9% from $207.8 million in 2010 to $227.4 million in 2011. Cost of Goods Sold increased in all of oursegments. See the discussion below for more information by segment.Consumer Segment OverviewConsumer segment revenue represented 52% of 2011 consolidated revenues. The components of Consumer segment revenue are asfollows (amounts in thousands): Percentage 2011 2010 Change Voice $52,052 57,317 (9%)Video 118,635 118,475 0%Data 71,977 61,364 17%Wireless 109,910 105,742 4%Total Consumer segment revenue $352,574 342,898 3%Consumer segment Cost of Goods Sold represented 49% of 2011 consolidated Cost of Goods Sold. The components of Consumersegment Cost of Goods Sold are as follows (amounts in thousands): Percentage 2011 2010 Change Voice $10,660 12,042 (11%)Video 53,556 51,246 5%Data 4,771 3,781 26%Wireless 41,706 37,412 11%Total Consumer segment Cost of Goods Sold $110,693 104,481 6%Consumer segment Adjusted EBITDA, representing 50% of 2011 consolidated Adjusted EBITDA, is as follows (amounts in thousands): Percentage 2011 2010 Change Consumer segment Adjusted EBITDA $110,734 114,716 (3%) 57 See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Selected key performance indicators for our Consumer segment follow: December 31, Percentage 2011 2010 Change Voice: Total local access lines in service1 77,600 84,800 (8%)Local access lines in service on GCI facilities1 72,000 77,400 (7%)Video: Basic subscribers2 125,000 130,000 (4%)Digital programming tier subscribers3 75,600 81,800 (8%)HD/DVR converter boxes4 89,400 88,100 1%Homes passed 242,100 238,500 2%Average monthly gross revenue per subscriber5 $77.43 $75.83 2%Data: Cable modem subscribers6 108,300 105,700 2%Wireless: Lifeline wireless lines in service7 42,400 45,000 (6%)Non-Lifeline wireless lines in service8 82,200 79,900 3%Average monthly gross revenue per subscriber9 $68.34 $63.96 7% 1 A local access line in service is defined as a revenue generating circuit or channel connecting a customer to the public switchedtelephone network. 2 A basic subscriber is defined as one basic tier of service delivered to an address or separate subunits thereof regardless of the numberof outlets purchased. 3 A digital programming tier subscriber is defined as one digital programming tier of service delivered to an address or separate subunitsthereof regardless of the number of outlets or digital programming tiers purchased. Digital programming tier subscribers are a subset ofbasic subscribers. 4 A HD/DVR converter box is defined as one box rented by a digital programming or basic tier subscriber. A digital programming or basictier subscriber is not required to rent an HD/DVR converter box to receive service. 5 Average monthly consumer video revenues divided by the average number of consumer basic subscribers at the beginning and end ofeach month in the period. 6 A cable modem subscriber is defined by the purchase of cable modem service regardless of the level of service purchased. If one entitypurchases multiple cable modem service access points, each access point is counted as a subscriber. Cable modem subscribers mayalso be video basic subscribers though basic video service is not required to receive cable modem service. 7 A Lifeline wireless line in service is defined as a revenue generating wireless device that is eligible for Lifeline support. 8 A non-Lifeline wireless line in service is defined as a revenue generating wireless device that is not eligible for Lifeline support. 9 Average monthly consumer wireless revenues divided by the average of consumer wireless subscribers at the beginning and end ofeach month in the period. 58 Consumer Segment RevenuesThe increase in data revenue is primarily due to a 19% increase in cable modem revenue to $63.4 million due to increased subscribers, rateincreases in May and August 2010 and in May 2011, and our subscribers’ selection of plans that offer higher speeds.Consumer Segment Cost of Goods SoldThe increase in video Cost of Goods Sold is primarily due to increased channels offered to our subscribers, increased rates paid toprogrammers and increased costs associated with delivery of digital services offered through our HD/DVR converter boxes. This increasewas partially offset by decreased costs due to a decrease in subscribers.The wireless Cost of Goods Sold increase is primarily due to increased costs for wireless handset equipment sales and a change in theallocation of network maintenance costs. The increased wireless handset equipment sale costs are associated with an increased number ofpremium wireless handsets which have higher costs and an increased number of handsets issued to new customers and those extendingtheir service. The change in allocation of network maintenance costs resulted in an increase to our Consumer segment and a decrease toour Network Access, Commercial and Managed Broadband segments.Consumer Segment Adjusted EBITDAThe decrease in Adjusted EBITDA is primarily due to increased Cost of Goods Sold as described above in “Consumer Segment Cost ofGoods Sold” and an increase in the selling, general and administrative expense that was allocated to our Consumer segment due to anincrease in the 2010 segment margin upon which the selling, general and administrative expense allocation is based and an increase inconsolidated selling, general and administrative expense. These increases are partially offset by increased revenue as described above in"Consumer Segment Revenues.”Network Access Segment OverviewNetwork access segment revenue represented 16% of 2011 consolidated revenues. The components of Network Access segment revenueare as follows (amounts in thousands): Percentage 2011 2010 Change Voice $23,553 29,032 (19%)Data 62,456 61,494 2%Wireless 19,447 16,701 16%Total Network Access segment revenue $105,456 107,227 (2%)Network Access segment Cost of Goods Sold represented 13% of 2011 consolidated Cost of Goods Sold. The components of NetworkAccess segment Cost of Goods Sold are as follows (amounts in thousands): Percentage 2011 2010 Change Voice $12,194 15,383 (21%)Data 15,386 8,234 87%Wireless 1,164 1,413 (18%)Total Network Access segment Cost of Goods Sold $28,744 25,030 15%Network Access segment Adjusted EBITDA, representing 22% of 2011 consolidated Adjusted EBITDA, is as follows (amounts inthousands): Percentage 2011 2010 Change Network Access segment Adjusted EBITDA $50,209 50,259 0% 59 See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Network Access Segment Cost of Goods SoldThe decrease in voice Cost of Goods Sold is primarily due to a $5.3 million Cost of Goods Sold classification change. Prior to 2011 certainCost of Goods Sold were classified as Network Access segment voice Cost of Goods Sold. Beginning in 2011 these Cost of Goods Soldwere reclassified to data Cost of Goods Sold for a more accurate presentation.The increase in data Cost of Goods Sold is primarily due to:· · A $5.3 million Cost of Goods Sold classification change. Prior to 2011 certain Cost of Goods Sold were classified as Network Accesssegment voice Cost of Goods Sold. Beginning in 2011 these Cost of Goods Sold were reclassified to data Cost of Goods Sold for amore accurate presentation, and· · $1.8 million in Cost of Goods Sold related to special project work.Network Access Segment Adjusted EBITDAThe Adjusted EBITDA decrease is primarily due to decreased revenue and increased Cost of Goods Sold as described above in “NetworkAccess Segment Cost of Goods Sold.” These changes are partially offset by a decrease in the selling, general and administrative expensethat was allocated to our Network Access segment primarily due to a decrease in the 2010 segment margin upon which the selling, generaland administrative expense allocation is based.Commercial Segment OverviewCommercial segment revenue represented 20% of 2011 consolidated revenues. Commercial segment data revenue is comprised ofmonthly recurring charges for data services and charges billed on a time and materials basis largely for personnel providing on-site customersupport. This latter category can vary significantly based on project activity. The components of Commercial segment revenue are as follows(amounts in thousands): Percentage 2011 2010 Change Voice $28,712 31,720 (9%)Video 11,605 11,178 4%Data 85,961 76,823 12%Wireless 9,823 8,737 12%Total Commercial segment revenue $136,101 128,458 6%Commercial segment Cost of Goods Sold represented 29% of 2011 consolidated Cost of Goods Sold. The components of Commercialsegment Cost of Goods Sold are as follows (amounts in thousands): Percentage 2011 2010 Change Voice $13,083 15,212 (14%)Video 2,154 2,140 1%Data 45,475 38,586 18%Wireless 4,458 3,947 13%Total Commercial segment Cost of Goods Sold $65,170 59,885 9%Commercial segment Adjusted EBITDA, representing 14% of 2011 consolidated Adjusted EBITDA, is as follows (amounts in thousands): Percentage 2011 2010 Change Commercial segment Adjusted EBITDA $31,222 30,871 1% 60 See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Selected key performance indicators for our Commercial segment follow: December 31, Percentage 2011 2010 Change Voice: Total local access lines in service1 51,400 50,000 3%Local access lines in service on GCI facilities 28,700 22,500 28% Data: Cable modem subscribers2 11,100 10,700 4% Wireless: Wireless lines in service3 15,300 13,800 11% 1 A local access line in service is defined as a revenue generating circuit or channel connecting a customer to the public switchedtelephone network. 2 A cable modem subscriber is defined by the purchase of cable modem service regardless of the level of service purchased. If one entitypurchases multiple cable modem service access points, each access point is counted as a subscriber. 3 A wireless line in service is defined as a revenue generating wireless device. Commercial Segment RevenuesThe increase in data revenue is primarily due to a $5.1 million or 13% increase in managed services project revenue due to special projectwork.Commercial Segment Cost of Goods SoldThe increase in data Cost of Goods Sold is primarily due to a $4.7 million or 15% increase in managed services project Cost of Goods Soldrelated to the increased revenue described above in “Commercial Segment Revenues.”Commercial Segment Adjusted EBITDAThe Adjusted EBITDA increase is primarily due to increased revenue as described above in “Commercial Segment Revenues.” Thisincrease was partially offset by increased Cost of Goods Sold as described above in “Commercial Segment Cost of Goods Sold” and anincrease in the selling, general and administrative expense that was allocated to our Commercial segment primarily due to an increase inconsolidated selling, general and administrative expense.Managed Broadband Segment OverviewManaged Broadband segment revenue, Cost of Goods Sold and Adjusted EBITDA represented 9%, 7% and 13% of 2011 consolidatedrevenues, Cost of Goods Sold and Adjusted EBITDA, respectively.Managed Broadband Segment RevenuesManaged Broadband segment revenue, which includes data products only, increased 27% to $63.2 million in 2011 as compared to 2010.The increase is primarily due to increased monthly contract revenue due to increased data network capacity purchased by our ConnectMD®and SchoolAccess® customers and absence of $1.7 million in denied funding from the USAC for one ConnectMD® customer for the fundingyear July 2008 to June 2009. We received the funding commitment letter, which outlined the denied portion, in the second quarter of2010. The denial was appealed to the FCC and we received notice during the second quarter of 2012 that our appeal was successful. Wesubsequently recognized $1.6 million in 2012. 61 Managed Broadband Segment Cost of Goods SoldManaged Broadband segment Cost of Goods Sold increased from $14.0 million in 2010 to $17.0 million in 2011 primarily due to the increasein data network capacity described above in “Managed Broadband Segment Revenues.”Managed Broadband Segment Adjusted EBITDAManaged Broadband segment Adjusted EBITDA increased 49% to $28.6 million in 2011 primarily due to an increase in revenue asdescribed above in "Managed Broadband Segment Revenues," partially offset by an increase in the Cost of Goods Sold as described abovein “Managed Broadband Segment Cost of Goods Sold,” and an increase in the selling, general and administrative expense that was allocatedto our Managed Broadband segment. The increase in selling, general and administrative expense is primarily due to an increase in theconsolidated selling, general and administrative expense.See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes.Regulated Operations Segment OverviewRegulated Operations segment revenue, Cost of Goods Sold and Adjusted EBITDA represented 3%, 2% and 1% of 2011 consolidatedrevenues, Cost of Goods Sold and Adjusted EBITDA, respectively.A selected key performance indicator for our Regulated Operations segment follows: December 31, Percentage 2011 2010 Change Voice: Total local access lines in service on GCI facilities1 9,100 10,000 (9%) 1 A local access line in service is defined as a revenue generating circuit or channel connecting a customer to the public switchedtelephone network. Regulated Operations Segment RevenuesRegulated Operations segment revenues decreased from $22.7 million in 2010 to $22.0 million in 2011.Regulated Operations Segment Cost of Goods SoldRegulated Operations segment Cost of Goods Sold increased from $4.4 million in 2010 to $5.8 million in 2011. Beginning July 1, 2011, ourRegulated Segment began purchasing access to carry its traffic in certain regions from our Network Access Segment. Prior to this the trafficin these regions was carried on its own network plant. Under regulatory accounting these intercompany transactions are not eliminated fromthe consolidated financial statements.Regulated Operations Segment Adjusted EBITDARegulated Operations segment Adjusted EBITDA decreased 55% to $2.8 million in 2011 primarily due to a decrease in revenue, an increasein Cost of Goods Sold as described above in “Regulated Operations Segment Cost of Goods Sold” and an increase in the selling, generaland administrative expense that was recorded in our Regulated Operations segment. The increase in selling, general and administrativeexpense is primarily due to non-capitalizable TERRA-SW expenses recorded in 2011.See note 10 in the "Notes to Consolidated Financial Statements" included in Part IV of this annual report on Form 10-K for a reconciliation ofconsolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated income before income taxes. 62 Selling, General and Administrative ExpensesSelling, general and administrative expenses increased $6.7 million to $235.5 million in 2011. Individually significant items contributing tothe increase include:· A $1.6 million increase in labor costs,· A $1.2 million increase in health benefit costs, and· A $1.2 million increase in bad debt expense primarily due to absence of settlements which resulted in the release of credit reservesin the third quarter of 2010.These increases were partially offset by a $3.8 million decrease in our company-wide success sharing bonus accrual. The remainder of theincrease is comprised of individually insignificant items.As a percentage of total revenues, selling, general and administrative expenses were 35% in 2011 and 2010.Depreciation and Amortization ExpenseDepreciation and amortization expense decreased $762,000 to $125.9 million in 2011.Other Expense, NetOther expense, net of other income, increased 11% to $77.6 million in 2011 primarily due to a $9.1 million loss on extinguishment ofdebt. On May 23, 2011, GCI, Inc., our wholly owned subsidiary, completed an offering of $325.0 million in aggregate principal amount of2021 Notes. We used the net proceeds from this offering to repay and retire all of our outstanding 2014 Notes. This increase was partiallyoffset by a $2.1 million decrease in interest expense to $68.3 million. The interest expense decrease is primarily due to the issuance of the2021 Notes, which have a lower interest rate than the interest rate paid on our 2014 Notes.Income Tax ExpenseIncome tax expense totaled $7.4 million and $9.2 million in 2011 and 2010, respectively. Our effective income tax rate increased from 52%in 2010 to 57% in 2011. Multiple System Operator (“MSO”) Operating StatisticsOur operating statistics include capital expenditures and customer information from our Consumer and Commercial segments which offerservices utilizing our cable services’ facilities.The standardized definition of a customer relationship is the number of customers that receive at least one level of service utilizing our cableservice facilities, encompassing voice, video, and data services, without regard to which services customers purchase. At December 31,2012, 2011 and 2010 we had 126,700, 129,400, and 134,400 customer relationships, respectively.The standardized definition of a revenue generating unit is the sum of all primary digital video, high-speed data, and telephony customers,not counting additional outlets. At December 31, 2012, 2011 and 2010 we had 343,900, 345,900, and 350,100 revenue generating units,respectively.Liquidity and Capital ResourcesOur principal sources of current liquidity are cash and cash equivalents. We believe, but can provide no assurances, that we will be able tomeet our current and long-term liquidity, capital requirements and fixed charges through our cash flows from operating activities, existingcash, cash equivalents, credit facilities, and other external financing and equity sources. Should operating cash flows be insufficient tosupport additional borrowings and principal payments scheduled under our existing credit facilities, capital expenditures will likely bereduced, which would likely reduce future revenues.As discussed in the General Overview section of this Item 7, in June 2012 we entered into a Wireless Agreement with ACS. Under theterms of the Wireless Agreement, we agreed to purchase certain wireless network assets from ACS and its affiliates for $100.0 million andwe will contribute the purchased assets, our wireless network assets and certain rights to use capacity to AWN. We have also agreed toprovide AWN a $50.0 million working capital line of credit. We expect to finance the asset purchase and working capital line of credit byrefinancing our Senior Credit Facility. 63 ACS Member will be entitled to receive preferential cash distributions totaling $190.0 million over the first four years of AWN’s operations andwe will be entitled to all remaining cash distributions during that period. We anticipate that the $190.0 million preferential distributions toACS will constitute approximately $80.0 million in excess of the distributions otherwise attributable to their ownership percentage duringsuch period. Currently we do not expect the preference payments will result in a significant decrease in our liquidity but should the paymentscause a significant decrease our non-wireless capital expenditures will likely be reduced, which would likely reduce futurerevenues. Following the initial four year period, we and ACS Member will receive distributions proportional to our ownership interests.We will manage AWN and receive a management fee of 4% of free cash flow as defined in the Wireless Agreement in the first two years ofoperations. The management fee will increase to 6% in the third and fourth years of the agreement and 8% after the fourth year of theagreement. The management fee will be paid before distributions to the owners.In July 2012, we received payment for the sale of a $4.5 million IRU.On August 30, 2011, we entered into a financing arrangement under the NMTC program (“NMTC #1”) which provided $16.5 million in netcash to help fund the extension of terrestrial broadband service for the first time to rural Northwestern Alaska communities via a high capacityhybrid fiber optic and microwave network. When completed, the project, called TERRA-NW, will connect to our TERRA-SW network andprovide a high capacity backbone connection from the served communities to the Internet. On October 3, 2012, and December 11, 2012, weentered into NMTC #2 and NMTC #3, respectively, which provided $12.9 million and $2.9 million, respectively, in net cash to help fundadditional phases of our TERRA-NW project. We began construction on TERRA-NW in 2012 and expect to complete the project in 2014 orearlier if possible. The total net cash received under NMTC #1, NMTC #2 and NMTC #3 is recorded as Restricted Cash on our ConsolidatedBalance Sheets. We have used $10.6 million of Restricted Cash to fund TERRA-NW capital expenditures through December 31, 2012.In September 2011, the RCA approved our application for a $5.3 million grant to help fund TERRA-NW. The grant was increased to $6.3million in January 2012. We received $5.7 million in grant funds during 2012. The NMTC arrangements discussed above and this grantaward partially fund backbone network facilities that we would not otherwise be able to construct within our return-on-investmentrequirements. We plan to fund an additional $20.7 million for TERRA-NW.On October 3, 2012, the FCC announced our winning bids in the Mobility Fund I auction for a $3.2 million grant to partially fund expansionof our 3G wireless network to high cost rural locations in Alaska. Upon review we agreed to accept $2.3 million. Upon FCC authorization ofour final application submission, which is currently pending, we plan to begin construction in 2013 and expect to complete the project in2014.As discussed in the General Overview section of this Item 7, in November 2012 we entered into the Media Agreements pursuant to whichwe agreed to purchase three Alaska broadcast stations for a total of $7.6 million. The Media Agreements are subject to the satisfaction ofcustomary closing conditions, including the receipt of required governmental approvals from the FCC. The transactions are expected to closein the second half of 2013.While our short-term and long-term financing abilities are believed to be adequate as a supplement to internally generated cash flows to fundcapital expenditures and acquisitions as opportunities arise, turmoil in the global financial markets may negatively impact our ability tofurther access the capital markets in a timely manner and on attractive terms, which may have a negative impact on our ability to grow ourbusiness.We monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety of principaland secondarily on maximizing yield on those funds. 64 Our net cash flows provided by and (used for) operating, investing and financing activities, as reflected in the Consolidated Statements ofCash Flows for 2012 and 2011, are summarized as follows (amounts in thousands): 2012 2011 Operating activities $152,783 134,434 Investing activities (168,905) (164,193)Financing activities 11,226 26,076 Net decrease in cash and cash equivalents $(4,896) (3,683)Operating ActivitiesThe increase in cash flows provided by operating activities from 2011 to 2012 is due primarily to:· A decrease in accounts receivable due to timing of payments,· An increase in accounts payable due to timing of payments, and· A decrease in accrued interest in 2011 due to a change in due dates for semi-annual interest payments on our 2021 Notes ascompared to the senior unsecured notes due 2014 that were retired.Investing ActivitiesNet cash used in investing activities consists primarily of cash paid for capital expenditures. Our most significant recurring investing activityhas been capital expenditures and we expect that this will continue in the future. A significant portion of our capital expenditures is based onthe level of customer growth and the technology being deployed.Our cash expenditures for property and equipment, including construction in progress, totaled $146.0 million and $177.1 million during2012 and 2011, respectively. Our capital expenditures decreased in 2012 primarily due to our TERRA-SW project which was placed intoservice December 30, 2011. Depending on available opportunities and the amount of cash flow we generate during 2013, we expect our2013 expenditures from unrestricted cash for property and equipment, including construction in progress, for our core and non-coreoperations, to total approximately $150.0 million and $15.0 million, respectively.Under our TERRA-SW Rural Utilities Service (“RUS”) award, we had total available grant funds of $44.0 million. We have received $4.7million in grant funds in 2012 for a total receipt of $39.8 million in grant funds under this award through December 31, 2012, leaving $4.3million remaining grant funds available as of December 31, 2012. We have a $959,000 grant fund receivable recorded as of December 31,2012.Under our TERRA-NW RCA award, we had total available grant funds of $6.3 million. We have received $5.7 million in grant funds in 2012for a total receipt of $5.7 million in grant funds under this award through December 31, 2012, leaving $600,000 remaining grant fundsavailable as of December 31, 2012. We have a $600,000 grant fund receivable recorded as of December 31, 2012.In 2012, we received $15.8 million in restricted cash from participating in NMTC#2 and NMTC#3 financing transactions. The cash isrestricted for construction of TERRA-NW.Financing ActivitiesNet cash provided by financing activities in 2012 consists primarily of proceeds from the issuance of our Supplement No. 3 under our SeniorCredit Facility, borrowing under the revolving portion of our Senior Credit Facility, borrowing under our TERRA-SW RUS loan andinvestments by US Bancorp, a non-controlling interest. These proceeds were offset by repayments under the revolving portion of our SeniorCredit Facility, repayments of RUS debt and repurchases of our common stock. Proceeds from borrowings fluctuate from year to year basedon our liquidity needs. We may use excess cash to make optional repayments on our debt or repurchase our common stock depending onvarious factors, such as market conditions. 65 Available Borrowings Under Senior Credit FacilityWe have a facility which includes an $80.0 million term loan and a $75.0 million revolving credit facility with a $25.0 million sublimit forletters of credit (“Senior Credit Facility”). The term loan is fully drawn at December 31, 2012. Under the revolving portion of the SeniorCredit Facility we have borrowed $10.0 million and have $349,000 of letters of credit outstanding, which leaves $64.7 million available forborrowing as of December 31, 2012. A total of $90.0 million is outstanding as of December 31, 2012.On February 15, 2013, we borrowed $10.0 million under the revolving portion of our Senior Credit Facility. After consideration of thistransaction, we have $54.7 million available for borrowing under the revolving portion of our Senior Credit Facility.Available TERRA-SW Borrowings Under RUSUnder our TERRA-SW RUS award, we had total available loan funds of $44.2 million. We have borrowed $4.8 million in loan funds in2012 for a total borrowing of $40.0 million in loan funds under this award through December 31, 2012, leaving $4.2 million remaining loanfunds available as of December 31, 2012.Debt CovenantsWe are subject to covenants and restrictions applicable to our 2021 Notes, our $425.0 million in aggregate principal amount of 8.63% SeniorNotes due 2019, our Senior Credit Facility, our RUS loans, and our CoBank loans. We are in compliance with the covenants, and webelieve that neither the covenants nor the restrictions in our indentures or loan documents will limit our ability to operate our business.Share RepurchasesGCI’s Board of Directors has authorized a common stock buyback program for the repurchase of GCI Class A and Class B common stock inorder to reduce the outstanding shares of Class A and Class B common stock. Under this program, we are currently authorized to make upto $101.0 million of repurchases as of December 31, 2012. We are authorized to increase our repurchase limit $5.0 million per quarterindefinitely and to use stock option exercise proceeds to repurchase additional shares. If stock repurchases are less than the total approvedquarterly amount the difference may be carried forward and applied against future stock repurchases. During 2012 we repurchased 1.5million shares of GCI common stock under the stock buyback program at a cost of $14.0 million. The common stock buyback program isexpected to continue for an indefinite period dependent on leverage, liquidity, company performance, and market conditions and subject tocontinued oversight by GCI’s Board of Directors. The open market repurchases have and will continue to comply with the restrictions of SECRule 10b-18.Schedule of Certain Known Contractual ObligationsThe following table details future projected payments associated with certain known contractual obligations as of December 31, 2012(amounts in thousands): Payments Due by Period Total Less than 1Year 1 to 3 Years 4 to 5 Years More Than 5Years Long-term debt $879,794 1,928 92,912 2,905 782,049 Interest on long-term debt 459,895 62,392 122,249 119,278 155,976 Capital lease obligations, including interest 113,888 11,775 23,578 23,587 54,948 Operating lease commitments 174,055 27,764 46,336 35,011 64,944 Purchase obligations 36,574 33,101 3,473 - - Total contractual obligations $1,664,206 136,960 288,548 180,781 1,057,917 66 Long-term debt listed in the table above includes principal payments on our Senior Credit Facility, 2019 and 2021 Notes, Rural UtilitiesServices debt and CoBank Mortgage note payable. Interest on the amount outstanding under our Senior Credit Facility is based on variablerates. We used the current rate paid on the Senior Credit Facility to estimate our future interest payments. Our 2019 Notes require semi-annual interest payments of $18.3 million through November 2019 and our 2021 Notes require semi-annual interest payments of $11.0million through June 2021. Our Rural Utilities Services debt and CoBank Mortgage note payable have fixed interest rates ranging from2.4% to 4.5%. For a discussion of our 2019 and 2021 Notes, Senior Credit Facility, Rural Utilities Services debt and CoBank Mortgage notepayable see note 6 in the accompanying “Notes to Consolidated Financial Statements.”Capital lease obligations include our obligation to lease transponder capacity on Galaxy 18. For a discussion of our capital and operatingleases, see note 13 in the accompanying “Notes to Consolidated Financial Statements.”Purchase obligations include cancelable open purchase orders for goods and services for capital projects and normal operations totaling $31.7million which are not included in our Consolidated Balance Sheets at December 31, 2012, because the goods had not been received or theservices had not been performed at December 31, 2012.Off-Balance Sheet ArrangementsWe have not created, and are not party to, any special-purpose and off-balance sheet entities for the purpose of raising capital, incurring debtor operating parts of our business that are not consolidated into our financial statements. We do not have any arrangements or relationshipswith entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availabilityof our capital resources.New Accounting StandardsAccounting Standards Update (“ASU”) 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets forImpairment” allows an entity to assess qualitative factors (such as changes in management, key personnel, strategy, key technology orcustomers) to determine if it is more likely than not that an indefinite-lived intangible asset is impaired and thus whether it is necessary toperform the quantitative impairment test in accordance with GAAP. The updated guidance is effective for the quarter ending March 31,2013. Early adoption was permitted. The adoption of this guidance is not expected to have a material effect on our income statements,financial position or cash flows.ASU 2012-04, “Technical Corrections and Improvements” includes amendments that cover a wide range of topics in the AccountingStandards Codification (“ASC”). These amendments include technical corrections and improvements to the ASC and conformingamendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning afterDecember 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our income statements, financial position orcash flows.Critical Accounting Policies and EstimatesOur accounting and reporting policies comply with GAAP. The preparation of financial statements in conformity with GAAP requiresmanagement to make estimates and assumptions. The financial position and results of operations can be affected by these estimates andassumptions, which are integral to understanding reported results. Critical accounting policies are those policies that management believesare the most important to the portrayal of our financial condition and results, and require management to make estimates that are difficult,subjective or complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors areconsidered in determining whether or not a policy is critical in the preparation of financial statements. These factors include, among otherthings, whether the estimates are significant to the financial statements, the nature of the estimates, the ability to readily validate theestimates with other information including third parties or available prices, and sensitivity of the estimates to changes in economic conditionsand whether alternative accounting methods may be utilized under GAAP. For all of these policies, management cautions that future eventsrarely develop exactly as forecast, and the best estimates routinely require adjustment. Management has discussed the development andthe selection of critical accounting policies with our Audit Committee. 67 Those policies and estimates considered to be critical for the year ended December 31, 2012 are described below.Revenue RecognitionThe accounting estimates related to revenues from the Remote high cost, rural health and schools and libraries USF programs aredependent on various inputs including our estimate of the statewide support cap, our assessment of the impact of new FCC regulations,the potential outcome of FCC proceedings and the potential outcome of USAC contract reviews. Some of the inputs are subjective andbased on our judgment regarding the outcome of certain variables and are subject to upward or downward adjustment in subsequentperiods. Significant changes to our estimates could result in material changes to the revenues we have recorded and could have amaterial effect on our financial condition and results of operations.Allowance for Doubtful ReceivablesWe maintain allowances for doubtful receivables for estimated losses resulting from the inability of our customers to make requiredpayments. We also maintain an allowance for doubtful receivables based on notification that a customer may not have satisfactorilycomplied with rules necessary to obtain supplemental funding from the USAC for services provided by us under our packagedcommunications offerings to rural hospitals, health clinics and school districts. We base our estimates on the aging of our accountsreceivable balances, financial health of specific customers, regional economic data, changes in our collections process, regulatoryrequirements, and our customers’ compliance with USAC rules. If the financial condition of our customers were to deteriorate or if theyare unable to emerge from reorganization proceedings, resulting in an impairment of their ability to make payments, additionalallowances may be required. If their financial condition improves, or they emerge successfully from reorganization proceedings,allowances may be reduced. Such allowance changes could have a material effect on our financial condition and results of operations.Impairment and Useful Lives of Intangible AssetsWe had $294.9 million of indefinite-lived intangible assets at December 31, 2012, consisting of cable certificates of $191.6 million,goodwill of $77.3 million and wireless licenses of $26.0 million. Our indefinite-lived intangible assets are tested annually forimpairment during the fourth quarter and at any time upon the occurrence of certain events or substantive changes in circumstances thatindicate the assets might be impaired.In our annual test over goodwill we are allowed to first assess qualitative factors (“Step Zero”) to determine whether it is more likely thannot that goodwill is impaired. We chose not to apply Step Zero and instead went straight to assessing for goodwill impairment using thetraditional quantitative two-step process. The first step of the quantitative goodwill impairment test is used to identify potentialimpairment by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds itsfair value, the second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with thecarrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, animpairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manneras the amount of goodwill that would be recognized in a business combination.We chose not to early adopt ASU No. 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assetsfor Impairment,” which would have allowed us to apply a Step Zero in our annual test over our indefinite-lived intangible assets otherthan goodwill. The impairment test for identifiable indefinite-lived intangible assets other than goodwill consists of a comparison of theestimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, animpairment loss is recognized in an amount equal to that excess. 68 Our cable certificates are our largest indefinite-lived intangible asset and represent agreements with government entities to construct andoperate a video business. The value of our cable certificates is derived from the economic benefits we receive from the right to solicit newcustomers and to market new services. The amount we have recorded for cable certificates is primarily from cable systemacquisitions. The cable certificates are valued under a direct discounted cash flow method whereby the cash flow associated with existingcustomers is isolated after appropriate contributory asset charges and then projected based on an analysis of customer churn and attritioncharacteristics.Our wireless licenses are from the FCC and give us the right to provide wireless service within a certain geographical area. The amountwe have recorded is from acquisitions of wireless companies and auctions of wireless spectrum. We use comparable markettransactions from recent FCC auctions, as appropriate, and a hypothetical build-up method to value our wireless licenses.Goodwill represents the excess of cost over fair value of net assets acquired in connection with a business acquisition. We use anincome approach to determine the fair value of our reporting units for purposes of our goodwill impairment test. In addition, a market-based approach is used where possible to corroborate the fair values determined by the income approach.The direct discounted cash flow, hypothetical build-up, and income approach valuation methods require us to make estimates andassumptions including projected cash flows, discount rate, customer churn, and customer behaviors and attrition. These estimates andassumptions could have a significant impact on whether an impairment charge is recognized and the magnitude of any such impairmentcharge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective innature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes inassumptions could significantly affect the estimates. Events and factors that may be out of our control that could affect the estimatesinclude such things as competitive forces, customer behaviors, change in revenue growth trends, cost structures and technology, andchanges in discount rates, performance compared to peers, material and ongoing negative economic trends, and specific industry ormarket sector conditions. Our company is operated and managed with two balance sheets, however, our impairment tests must beperformed at the reporting unit level, which requires us to allocate one of our balance sheets. These allocations are subjective andrequire a significant amount of judgment. Changes to the assumptions and allocation methodologies could significantly change ourestimates. We may also record impairments in the future if there are changes in long term market conditions, expected future operatingresults, or laws and regulations that may prevent us from recovering the carrying value of our goodwill, cable certificates, and wirelesslicenses.We have allocated all of the goodwill to our reporting units and based on our annual impairment test as of October 31, 2012, the fairvalue of each reporting unit exceeded the book value by a range between 15% and 123%. The reporting unit that exceeded the bookvalue by 15% passed the goodwill impairment test by $97.9 million, which we believe is a large margin. We believe none of ourreporting units were close to failing step one of the goodwill impairment test.Based on our annual impairment test as of October 31, 2012, the fair value of our cable certificates exceeded the book value by 29% and$55.4 million, which we believe is a large margin. The fair value of our wireless licenses exceeded the book value by 8% and $2.0million as of October 31, 2012. The fair value of our wireless licenses was negatively affected by increases in our forecasted wirelessCost of Goods Sold for handset and data roaming costs.Valuation Allowance for Net Operating Loss Deferred Tax AssetsOur income tax policy provides for deferred income taxes to show the effect of temporary differences between the recognition of revenueand expenses for financial and income tax reporting purposes and between the tax basis of assets and liabilities and their reportedamounts in the financial statements. We have recorded deferred tax assets of $120.0 million associated with income tax net operatinglosses that were generated from 2000 to 2011, and that primarily expire from 2020 to 2031, and with charitable contributions that wereconverted to net operating losses in 2004 to 2007, and that expire in 2024 to 2027, respectively. We have recorded deferred tax assets of$1.9 million associated with alternative minimum tax credits that do not expire. Significant management judgment is required indeveloping our provision for income taxes, including the determination of deferred tax assets and liabilities and any valuation allowancesthat may be required against the deferred tax assets. We have not recorded a valuation allowance on the deferred tax assets as ofDecember 31, 2012, based on management’s belief that future reversals of existing taxable temporary differences and estimated futuretaxable income exclusive of reversing temporary differences and carryforwards will, more likely than not, be sufficient to realize thebenefit of these assets over time. In the event that actual results differ from these estimates or if our historical trends change, we may berequired to record a valuation allowance on deferred tax assets, which could have a material adverse effect on our consolidated financialposition or results of operations. 69 Other significant accounting policies, not involving the same level of measurement uncertainties as those discussed above, are neverthelessimportant to an understanding of the financial statements. A complete discussion of our significant accounting policies can be found in note 1in the accompanying “Notes to Consolidated Financial Statements.”Regulatory DevelopmentsSee “Part I — Item 1 — Business — Regulation” for more information about regulatory developments affecting us.InflationWe do not believe that inflation has a significant effect on our operations.Item 7A. Quantitative and Qualitative Disclosures about Market RiskWe are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes. Our SeniorCredit Facility carries interest rate risk. Amounts borrowed under our Senior Credit Facility bear interest at the London Interbank OfferedRate (“LIBOR”) plus 4.0% or less depending upon our Total Leverage Ratio (as defined in the Senior Credit Facility) for the revolving portionand LIBOR plus 2.5% for the term portion. Should the LIBOR rate change, our interest expense will increase or decrease accordingly. As ofDecember 31, 2012, we have borrowed $90.0 million subject to interest rate risk. On this amount, each 1% increase in the LIBOR interestrate would result in $900,000 of additional gross interest cost on an annualized basis. All of our other material borrowings have a fixedinterest rate. We do not hold derivatives.Item 8. Consolidated Financial Statements and Supplementary DataOur consolidated financial statements are filed under this Item, beginning on page 109. Our supplementary data is filed under Item 7,beginning on page 46.Item 9. Changes In and Disagreements With Accountants on Accounting and Financial DisclosureNone. Item 9A. Controls and ProceduresEvaluation of Disclosure Controls and ProceduresWe maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that wefile or submit under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized, accumulated andcommunicated to our management, including our principal executive and financial officers, to allow timely decisions regarding requiredfinancial disclosure, and reported as specified in the SEC’s rules and forms. As of the end of the period covered by this Annual Report onForm 10-K, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (asdefined in Exchange Act Rule 13a - 15(e)) under the supervision and with the participation of our management, including our Chief ExecutiveOfficer and our Chief Financial Officer. Based on that evaluation and as described below under “Management’s Report on Internal ControlOver Financial Reporting", our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that ourdisclosure controls and procedures were effective as of December 31, 2012.The certifications attached as Exhibits 31 and 32 to this report should be read in conjunction with the disclosures set forth herein. 70 Management’s Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is definedin Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officerand our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on theframework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations (COSO).Based on our evaluation of the effectiveness of our internal control over financial reporting, our management concluded that as of December31, 2012, we maintained effective internal control over financial reporting.Grant Thornton LLP, our independent registered public accounting firm, has issued an audit report on our internal control over financialreporting as of December 31, 2012, which is included in Item 8 of this Form 10-K.Changes in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)identified in connection with the evaluation of our controls performed during the quarter ended December 31, 2012, that have materiallyaffected, or are reasonably likely to materially affect, our internal control over financial reporting.A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with GAAP. A company's internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves humandiligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financialreporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that materialmisstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherentlimitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce,though not eliminate, this risk.We may enhance, modify, and supplement internal controls and disclosure controls and procedures based on experience.Item 9B. Other InformationNone. 71 Part III Item 10. Directors, Executive Officers and Corporate GovernanceIdentificationAs of December 31, 2012, our board consisted of eight director positions, divided into three classes of directors serving staggered three-yearterms.A director on our board is elected at an annual meeting of shareholders and serves until the earlier of his or her resignation or removal, or hisor her successor is elected and qualified. Our executive officers generally are appointed at our board's first meeting after each annualmeeting of shareholders and serve at the discretion of the board.The following table sets forth certain information about our directors and executive officers as of December 31, 2012:NameAgePosition Stephen M. Brett172Chairman, Director Ronald A. Duncan160President, Chief Executive Officer and Director John M. Lowber63 Senior Vice President, Chief Financial Officer, Secretary, and TreasurerG. Wilson Hughes67 Executive Vice President - WirelessWilliam C. Behnke55 Senior Vice PresidentMartin E. Cary48 Vice President – General Manager, Managed Broadband ServicesGregory F. Chapados55 Executive Vice President and Chief Operating OfficerPaul E. Landes54 Senior Vice President and General Manager, Consumer ServicesGregory W. Pearce49 Vice President and General Manager, Business ServicesTina M. Pidgeon44Senior Vice President, General Counsel and Government Affairs Jerry A. Edgerton170 DirectorScott M. Fisher146Director William P. Glasgow154 DirectorMark W. Kroloff155Director Stephen R. Mooney153 DirectorJames M. Schneider160Director 1The present classification of our board is as follows: (1) Class I – Messrs. Edgerton and Kroloff, whose present terms expire at thetime of our 2014 annual meeting; (2) Class II – Messrs. Brett, Duncan and Mooney whose present terms expire at the time of our2015 annual meeting; and (3) Class III – Messrs. Fisher, Glasgow, and Schneider, whose present terms expire at the time of our2013 annual meeting. 72 The board, when considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable the boardto satisfy its oversight responsibilities effectively in light of the Company's business and structure, focused primarily on each person'sbackground and experience. We believe that the Company's directors have backgrounds that, when combined, provide us with a boardequipped to direct us through an ever challenging course in the segments of the telecommunication business in which we areinvolved. Attributes of members of our board include experience in entrepreneurial, cable service, telecommunication, technological andfinancial aspects of companies similar to, as well as much larger than, us.In particular, our board considered important the following regarding its members. With regard to Mr. Brett, our board considered histelecommunications and cable experience, as well as his over 40 year experience as a corporate lawyer. With regards to Messrs. Fisher andGlasgow, our board considered the broad backgrounds of these individuals in finance and their operational experience with cablecompanies. With regards to Messrs. Edgerton and Mooney, our board considered the extensive experience and expertise of these individualsin business development in the telecommunications industry. Our board also considered the broad perspective brought by Mr. Kroloff'sexperience in operating diverse businesses throughout Alaska as well as his experience as a lawyer. With regard to Mr. Schneider, our boardconsidered his significant financial and accounting experience including his time spent as Chief Financial Officer of a large public company.Our board also considered the many years of experience with the Company represented by Mr. Duncan, our President and Chief ExecutiveOfficer. He has been with the Company since he co-founded it.Many of our directors, including Messrs. Edgerton, Glasgow, Kroloff, Mooney and Schneider, were initially proposed for nomination by (or, inthe case of Mr. Kroloff, through a request from Mr. Duncan to) holders of significant amounts of Company shares. Our board has retainedeach of these directors, even after the shareholders have exited the Company or no longer have retained a right to nominate a director, due tothe valued expertise our board feels they provide as members.Stephen M. Brett. Mr. Brett has served as Chairman of our board since June 2005 and as a director on our board since January 2001. Hehas been of counsel to Sherman & Howard, L.L.C., a law firm, since January 2001. He was Senior Executive Vice President for AT&TBroadband from March 1999 to April 2000. His present term as a director on our board expires at the time of our 2015 annual meeting.Ronald A. Duncan. Mr. Duncan is a co-founder of the Company and has served as a director on our board since 1979. Mr. Duncan hasserved as our President and Chief Executive Officer since January 1989. His present term as director on the board expires at the time of our2015 annual meeting.John M. Lowber. Mr. Lowber has served as our Chief Financial Officer since January 1987, as our Secretary and Treasurer since July1988 and as one of our Senior Vice Presidents since December 1989.G. Wilson Hughes. Mr. Hughes has served as our Executive Vice President – Wireless since June 4, 2012. Prior to that, he served asExecutive Vice President and General Manager from June 1991 to June 4, 2012.William C. Behnke. Mr. Behnke has served as one of our Senior Vice Presidents since January 2001.Martin E. Cary. Mr. Cary has served as our Vice President – General Manager, Managed Broadband Services since September 2004.Gregory F. Chapados. Mr. Chapados has served as our Executive Vice President and Chief Operating Officer since June 4, 2012. Prior tothat, he served as one of our Senior Vice Presidents from June 2006 to June 2012.Paul E. Landes. Mr. Landes has served as one of our Senior Vice Presidents and as General Manager, Consumer Services sinceDecember 2010. Prior to that, he served as our Vice President and General Manager, Consumer Services from September 2005 toDecember 2010. 73 Gregory W. Pearce. Mr. Pearce has served as our Vice President and General Manager, Business Services since June 2010. Prior to that,he served as our Vice President and General Manager, Commercial Services beginning in September 2005.Tina M. Pidgeon. Ms. Pidgeon has served as our Senior Vice President, General Counsel and Government Affairs, since September2010. Prior to that, she served as our Vice President, Federal Regulatory Affairs from January 2003 to September 2010.Jerry A. Edgerton. Mr. Edgerton has served as a director on our board since June 2004. Since September 2011, he has been President ofGlobal Services for iNETWORKS Group, Inc., a comprehensive telecommunications solutions provider. From July 2009 to August 2011,he was President of Government Markets for Core 180, a network integrator for large governmental and commercial customers. FromNovember 2007 to May 2009, he was Chief Executive Officer for Command Information, Inc., a next generation Internet servicecompany. From April 2007 to October 2007, Mr. Edgerton was an advisor on matters affecting the telecommunications industry as well asthe U.S. government. Prior to that and from January 2006 to April 2007, he was Group President of Verizon Federal. Prior to that and fromNovember 1996, he was Senior Vice President – Government Markets for MCI Communications Corporation, an affiliate of MCI, whichwas later acquired by Verizon Communications, Inc. His present term as a director on our board expires at the time of our 2014 annualmeeting.Scott M. Fisher. Mr. Fisher was appointed to our board in December 2005. From 1998 to the present, he has been a partner of FisherCapital Partners, Ltd., a private equity and real estate investment company located in Denver, Colorado. During that time, Fisher Capitalowned and operated Peak Cablevision, a multiple system cable television operator with approximately 120,000 subscribers. At PeakCablevision, Mr. Fisher was responsible for television programming and corporate development. From June 1990 to April 1998, he wasVice President at The Bank of New York and BNY Capital Resources Corporation, an affiliate of The Bank of New York, where he worked inthe corporate lending and commercial leasing departments. Mr. Fisher serves on the advisory boards of several private companies. Hispresent term as director on our board expires at the time of our 2013 annual meeting.William P. Glasgow. Mr. Glasgow has served as a director on our board since 1996. From 2005 to the present, Mr. Glasgow has beenChief Executive Officer of AmericanWay Education. From 1999 to December 2004, he was President/CEO of Security BroadbandCorp. From 2000 to the present Mr. Glasgow has been President of Diamond Ventures, L.L.C., a Texas limited liability company and solegeneral partner of Prime II Management, L.P., and Prime II Investments, L.P., both of which are Delaware limited partnerships. Since 1996,he has been President of Prime II Management, Inc., a Delaware corporation, which was formerly the sole general partner of Prime IIManagement, L.P. His present term as a director on our board expires at the time of our 2013 annual meeting.Mark W. Kroloff. Mr. Kroloff has served as a director on our board since February 2009. Since January 2010, he has been a principal atFirst Alaskan Capital Partners, LLC, an investment firm. From May 2005 to December 2009, he was Senior Executive Vice President andChief Operating Officer of Arctic Slope Regional Corporation ("ASRC"), an Alaska Native regional corporation formed pursuant to the AlaskaNative Claims Settlement Act. From 2001 to April 2005, Mr. Kroloff was Chief Operating Officer of Cook Inlet Region, Inc., also an AlaskaNative regional corporation. Prior to that, from 1989 to 2001 he was Vice President and General Counsel of Cook Inlet Region, Inc. He alsoserves on the board of managers for Trilogy International Partners, LLC. Mr. Kroloff's present term as a director on our board expires at thetime of our 2014 annual meeting.Stephen R. Mooney. Mr. Mooney has served as a director on our board since January 1999. He has been a Partner at ChessiecapSecurities, Inc., an investment bank specializing in technology and telecommunications services based in Maryland since 2012. From April2010 to 2012, Mr. Mooney was a Managing Director with the McClean Group, LLC, a national financial advisory services firm. FromFebruary 2008 to November 2009, Mr. Mooney was Vice President, Business Development for Affiliated Computer Services, Inc., a globalinformation technology and business process outsourcing company. From January 2006 to September 2007, he was Executive Director,Business Development of VerizonBusiness, a unit of Verizon. Prior to that, he was Vice President, Corporate Development and TreasuryServices at MCI beginning in 2002. From 1999 to 2002, he was Vice President of WorldCom Ventures Fund, Inc. His present term as adirector on our board expires at the time of our 2015 annual meeting. 74 James M. Schneider. Mr. Schneider has served as a director on our board since July 1994. He has been Chairman of FrontierBancshares, Inc. since February 2007. Prior to that, Mr. Schneider had been Senior Vice President and Chief Financial Officer for Dell, Inc.from March 2000 to February 2007. Prior to that, he was Senior Vice President – Finance for Dell Computer Corporation from September1998 to March 2000. He served on the board of directors of GAP, Inc. from September 2003 to October 2010. Mr. Schneider also served onthe board of directors of Lockheed Martin Corporation from December 2005 to August 2010. His present term as a director on our boardexpires at the time of our 2013 annual meeting.Section 16(a) Beneficial Ownership Reporting ComplianceDuring 2013, one of our executive officers (Mr. Duncan) discovered that he failed to include 13 shares gifted to him on January 8, 2004 in aForm 5, however, the shares were reported in a Form 5 filed with the SEC on March 15, 2012. Additionally, Mr. Duncan mistakenly reportedthat 1,322 shares were withheld for taxes on a June 1, 2012 vesting of restricted stock. The shares were correctly reported in an amendedForm 4 that was filed with the SEC on July 31, 2012. Another executive officer (Mr. Hughes) mistakenly reported that he had 22,897 shareswithheld for taxes in a Form 4 filed on January 9, 2012 when in fact 15,177 shares were withheld for taxes. The correct number of shareswas reported in an amended Form 4 that was filed with the SEC on February 8, 2012. Mr. Hughes also discovered that he failed to report850 shares given as gift to a non-profit in 1996, however, the gift was reported in a Form 5 filed with the SEC on February 14, 2013. Mr.Landes, an executive officer, mistakenly reported in a Form 4 filed with the SEC on February 8, 2011 that he received 12,110 shares,however, the correct number of shares was 18,034 and were reported in a filing made on January 19, 2012.Another executive officer (Mr. Cary) inadvertently failed to file Forms 4s with the SEC that were due on December 27 and December 29,2011, however, both filings were made by January 5, 2012. Mr. Cary also failed to file Form 4s with the SEC that were due on January 4,2012 and June 27, 2012, however, both filing were made by February 14, 2013 and July 17, 2012, respectively. Additionally, Mr. Caryreported in a Form 4 filed with the SEC on January 23, 2012 that he acquired 13,080 shares, however, he actually acquired 2,363 sharesthat were reported in an amended Form 4 filed on February 8, 2012.Code of Business Conduct and EthicsOur Code of Business Conduct and Ethics ("Ethics Code"), was adopted by our board in 2003. It applies to all of our officers, directors andemployees. The Ethics Code takes as its basis a set of business principles adopted by our board several years ago. It also builds upon thebasic requirements for a code of ethics as required by federal securities law and rules adopted by the SEC.Through our Ethics Code, we reaffirm our course of business conduct and ethics as based upon key values and characteristics and throughadherence to a clear code of ethical conduct. Our Ethics Code promotes honest and ethical conduct, including ethical handling of actual orapparent conflicts of interest between personal and professional relationships of our employees. It also promotes full, fair, accurate, timelyand understandable disclosure in our reports and documents filed with, or submitted to, the SEC and other public communications made byus. Our Ethics Code further promotes compliance with applicable governmental laws, rules and regulations, internal reporting of violationsof the code to appropriate persons as identified in the code and accountability for adherence to the code.A copy of our Ethics Code is displayed on our Internet website at www.gci.com. Except for the Ethics Code, and any other documentsspecifically incorporated herein, no information contained on the Company’s website shall be incorporated by reference in this Form 10-K.No Change in Nominating ProcedureThere were no changes made during 2012 to the procedure by which our shareholders may recommend nominees to our board. 75 Litigation and Regulatory MattersWe were, as of December 31, 2012, involved in several administrative and civil action matters primarily related to our telecommunicationsmarkets in Alaska and the remaining 49 states and other regulatory matters. These actions are discussed in more detail elsewhere in thisreport. See "Part I – Item 3 – Legal Proceedings." However, as of that date, our board was unaware of any legal proceedings in which one ormore of our directors, officers, affiliates or owners of record or beneficially of more than 5% of any class of our voting securities, or anyassociates of the previously listed persons were parties adverse to us or any of our subsidiaries. Furthermore, as of that date, our board wasunaware of any events occurring during the past 10 years materially adverse to an evaluation of the ability or integrity of any director, personnominated to become a director or executive officer of the Company.In December 2010, Mr. Schneider settled charges brought against him by the SEC for actions that allegedly took place when he was the chieffinancial officer at Dell, Inc. Mr. Schneider is no longer employed by Dell, Inc. He settled the charges and consented to the issuance of anSEC administrative order without admitting or denying the SEC's findings, with limited exceptions. The limited exceptions areacknowledgment of the SEC's jurisdiction over Mr. Schneider and the subject matter of the SEC proceedings brought against him, and theSEC findings with respect to litigation involving that company and certain of its senior executive officers including Mr. Schneider. The court inthat litigation entered an order permanently enjoining Mr. Schneider, by consent, from future violations of specified provisions of federalsecurities law. Mr. Schneider agreed to pay, as specified in the court's order, $3 million as a civil money penalty and $83,096 indisgorgement of ill-gotten gains, as well as $38,640 in prejudgment interest. In the settlement with the SEC, Mr. Schneider has furtherconsented to his suspension from appearing or practicing before the SEC as an accountant for at least five years, after which time he mayrequest reinstatement by application to the SEC. As of December 31, 2012, Mr. Schneider was making payments in accordance with theterms of the court order. Audit Committee, Audit Committee Financial ExpertWe have a board audit committee ("Audit Committee") comprised of several members of our board, i.e., Messrs. Mooney (Chair), Fisher,and Glasgow.Our Audit Committee is governed by, and carries out its responsibilities under, an Audit Committee Charter, as adopted and amended fromtime to time by our board ("Audit Committee Charter"). The charter sets forth the purpose of the Audit Committee and its membershipprerequisites and operating principles. It also requires our Audit Committee to select our independent, registered, public accounting firm toprovide for us accounting and audit services ("External Accountant") and sets forth other primary responsibilities. A copy of our AuditCommittee Charter is available to our shareholders on our Internet website: www.gci.com.The Nasdaq corporate governance listing standards require that at least one member of our Audit Committee must have past employmentexperience in finance or accounting, requisite professional certification in accounting, or comparable experience or background which resultsin the individual's "financial sophistication." This financial sophistication may derive from the person being or having been a chief executiveofficer, chief financial officer or other senior officer with financial oversight responsibilities.Our board believes that Messrs. Glasgow and Mooney, are audit committee financial experts ("Audit Committee Financial Experts") and alsomeet the Nasdaq requirements for financial sophistication. Our board further believes that Messrs. Fisher, Glasgow and Mooney are eachan independent director as the term is defined in the Nasdaq Stock Market corporate listing standards (to which the Company is subject), i.e.,an individual other than one of our executive officers or employees or any other individual having a relationship which in the opinion of ourboard would interfere in carrying out the responsibilities of a director ("Independent Director") and are independent as defined by Rule 10A-3(b)(1) under the Exchange Act. 76 Under the SEC's rules, an Audit Committee Financial Expert is defined as a person who has all of the following attributes:· Understanding of GAAP and financial statements.· Ability to assess the general application of GAAP in connection with accounting for estimates, accruals and reserves.· Experience in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level ofcomplexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonablybe expected to be raised by our financial statements, or experience actively supervising one or more persons engaged insuch activities.· Understanding of internal control over financial reporting.· Understanding of audit committee functions.The Audit Committee Charter specifies how one may determine whether a person has acquired the attributes of an Audit CommitteeFinancial Expert. They are one or more of the following:· Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor orexperience in one or more positions that involved the performance of similar functions.· Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditoror person performing similar functions.· Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation,auditing or evaluation of financial statements.· Other relevant experience.Our Audit Committee acts on behalf of our board and generally carries out specific duties including the following, all of which are described indetail in our Audit Committee Charter:· Principal Accountant Selection, Qualification – Is directly responsible for appointment, compensation, retention,oversight, qualifications and independence of our External Accountant.· Financial Statements – Assists in our board's oversight of integrity of the Company financial statements.· Financial Reports, Internal Control – Is directly responsible for oversight of the audit by our External Accountant of ourfinancial reports and reports on internal control.· Annual Reports – Prepares reports required to be included in our annual proxy statement.· Complaints – Receives and responds to certain complaints relating to internal accounting controls, and auditing matters,confidential, anonymous submissions by our employees regarding questionable accounting or auditing matters, and certainalleged illegal acts or behavior-related conduct in violation of our Ethics Code. See "Part III – Item 10 – Code of BusinessConduct and Ethics."· Principal Accountant Disagreements – Resolves disagreements, if any, between our External Accountant and usregarding financial reporting. 77 · Non-Audit Services – Reviews and pre-approves any non-audit services (audit-related, tax and other non-audit relatedservices) offered to us by our External Accountant ("Non-Audit Services").· Attorney Reports – Addresses certain attorney reports, if any, relating to violation of securities law or fiduciary duty by oneof our officers, directors, employees or agents.· Related Party Transactions – Reviews certain related party transactions as described elsewhere in this report. See "PartIII – Item 13 – Certain Transactions."· Other – Carries out other assignments as designated by our board.Item 11. Executive CompensationCompensation Discussion and AnalysisOverview –Compensation of our executive officers and directors during 2012 was subject to processes and procedures carried out through ourCompensation Committee ("Compensation Program"). This compensation discussion and analysis ("Compensation Discussion andAnalysis") addresses the material elements of our Compensation Program as applied to our Chief Executive Officer, our Chief FinancialOfficer, and to each of our three other most highly compensated executive officers other than the Chief Executive Officer and Chief FinancialOfficer who were serving as executive officers as of December 31, 2012. All five of these officers are identified in the SummaryCompensation Table ("Named Executive Officers"). See "Part III – Item 11 – Executive Compensation: Summary Compensation Table."Both the Compensation Committee and the Company believe that the compensation paid to the Named Executive Officers under ourCompensation Program is fair, reasonable, competitive and consistent with our Compensation Principles. See "Part III – Item 11 –Compensation Discussion and Analysis: Principles of the Compensation Program."Our Compensation Committee is composed of Messrs. Brett, Edgerton (Chair), Mooney, and Schneider. All of the members of thecommittee are considered by our board to be Independent Directors.Our board had not as of December 31, 2012 adopted a charter for the Compensation Committee. However, consideration and determinationof compensation of our executive officers and directors during 2012 was subject to our Compensation Program, the aspects of which aredescribed elsewhere in this report. See "Part III – Item 11 – Compensation Discussion and Analysis: Process."Our Compensation Program sets forth the scope of authority of our Compensation Committee and requires the committee to carry out thefollowing:· Review, on an annual basis, plans and targets for executive officer and board member compensation, if any –o Review is specifically to address expected performance and compensation of, and the criteria on whichcompensation is based for, the Chief Executive Officer and such other of our executive officers as our board maydesignate for this purpose.· Monitor the effect of ongoing events on, and the effectiveness of, existing compensation policies, goals, and plans –o Events specifically include but are not limited to the status of the premise that all pay systems correlate with ourcompensation goals and policies.o Report from time to time, its findings to our board. 78 · Administer our Amended and Restated 1986 Stock Option Plan ("Stock Option Plan") and approve grants of options andawards pursuant to the plan. · Monitor compensation-related publicity and public and private sector developments on executive compensation.· Familiarize itself with, and monitor the tax, accounting, corporate, and securities law ramifications of, our compensationpolicies, including but not limited to –o Comprehending a senior executive officer's total compensation package.o Comprehending the package's total cost to us and its total value to the recipient.o Paying close attention to salary, bonuses, individual insurance and health benefits, perquisites, special benefits tospecific executive officers, and other retirement benefits.· Establish the overall cap on executive compensation and the measure of performance for executive officers, either bypredetermined measurement or by a subjective evaluation.· Strive to make our compensation plans fair and structured so as to maximize shareholder value.In carrying out its duties, our Compensation Committee may accept for review and inclusion in its annual review with our board,recommendations from our Chief Executive Officer as to expected performance and compensation of, and the criteria on whichcompensation is based for, executive officers. However, our Compensation Committee, in being established as a committee of the boardunder our Bylaws, was not specifically authorized to delegate any of its duties to another person. Our Compensation Committee has in thepast retained and made use of compensation consultants in determining or recommending the amount or form of executive compensation asfurther discussed elsewhere in this report. See "Part III – Item 11 – Compensation Discussion and Analysis: Process."Principles of the Compensation Program –Our Compensation Program is based upon the following principles ("Compensation Principles"):· Compensation is related to performance and must cause alignment of interests of executive officers with the long terminterests of our shareholders.· Compensation targets must take into consideration competitive market conditions and provide incentives for superiorperformance by the Company.· Actual compensation must take into consideration the Company's and the executive officer's performance over the prioryear and the long term, and the Company's resources.· Compensation is based upon both qualitative and quantitative factors.· Compensation must enable the Company to attract and retain management necessary to cause the Company to succeed. 79 Process –Overview. Our Compensation Committee reviews annually and recommends to our board for approval the base salary, incentive and othercompensation of our Chief Executive Officer and senior executive officers, including the Named Executive Officers. These reviews areperformed and recommendations are made in executive session that excludes all members of management. The analyses andrecommendations of the Chief Executive Officer on these matters may be considered by our Compensation Committee in its deliberationsand recommendations to our board. Board action on the recommendations is done by a vote of our Independent Directors.Other elements of executive compensation and benefits as described in this section are also reviewed by our Compensation Committee on aregular basis.Compensation Committee and Compensation Consultant Interaction. Our Compensation Committee evaluates and analyzes theCompensation Program, its principles and objectives, and the specific compensation element recommendations presented by our ChiefExecutive Officer on an annual basis. In October 2005, our Compensation Committee selected, retained and commenced a process ofworking with an outside compensation consultant (Towers Perrin, which subsequently merged with another entity and became TowersWatson, hereafter "Compensation Consultant") to assist the Compensation Committee with its compensation reviews. The CompensationConsultant reported directly to our Compensation Committee and assisted the Compensation Committee in evaluating and analyzing thecompensation levels and targets for the senior executive officers during 2010, including the Named Executive Officers, to establish a fouryear compensation plan.Implementation. Discussions on executive compensation and benefits made by the Compensation Committee have been guided by ourCompensation Principles. The elements of compensation as described later in this section are believed by the Compensation Committee tobe integral and necessary parts of the Compensation Program.Our Compensation Committee has concluded that each individual segment of each element of executive compensation continues generallyto be consistent with one or more of our Compensation Principles. Our Compensation Committee has further concluded the amount ofcompensation provided by the segment is reasonable, primarily based upon a comparison of the compensation amounts and segments weprovide when compared to those offered by other similar companies in our industry and in our market.Our process for determining executive compensation and benefits does not involve a precise and identifiable formula or link between eachelement and our Compensation Principles. However, it takes into consideration market practice and information provided by ourCompensation Consultant and management. Furthermore, it is based upon the relationship of compensation as shall be paid and financialperformance of the Company. It is also the result of discussion among our Compensation Committee members andmanagement. Ultimately it is based upon the judgment of our Compensation Committee.Each year our Compensation Committee reviews elements of compensation for each of our senior executive officers including, for 2012, theNamed Executive Officers.In 2010, base salary and incentive stock targets were compared to survey data and amounts offered by a group of similar companies. TheCompany's relative financial performance was reviewed in order to determine what a reasonable amount of compensation might be inrelation to its peer group. The compensation peer group is principally made up of the following:· Companies in industries similar to our Company.· Companies with which our Company competes for executive talent.· Our Company's direct business competitors.· Companies that compete with our Company for investment dollars. 80 The compensation peer group list used in determining the reasonableness of our Compensation Program consisted of 16 companies asfollows:Alaska Communications Systems Group, Inc.Knology, Inc.C Beyond, Inc.Mediacom Communications Corp.Cincinnati Bell, Inc.Premiere Global Services, Inc.Consolidated Communications Holdings, Inc.RCN CorpCrown Media Holdings, Inc.SureWest CommunicationsEquinix, Inc.Time Warner Telecom, Inc.Grande CommunicationsWave BroadbandIowa Telecommunications Services, Inc.XO Holdings, Inc.Individual levels of base compensation were generally targeted to be set within a range of between the 50th and 75th percentile, based uponthe executive's individual performance in the prior year relative to his or her peers, the executive's future potential, and the scope of theexecutive's responsibilities and experience. Input from the individual executives in terms of their expectation and requirements wereconsidered as well.We believe this method of setting compensation enables the Company to attract and retain individuals who are necessary to lead andmanage the Company while enabling the Company to differentiate between executives and performance levels and responsibility. Thecomparison to other companies also allowed the Compensation Committee to determine the reasonableness of the balance between long-term incentive and annual compensation.Based upon the information received from its Compensation Consultant, the Compensation Committee determined that, in general, basecompensation levels for the Company's senior officers were reasonable and within the 50th and 75th percentile when compared to officers ofcompanies in our peer group having comparable financial performance.Based on its review in 2010, the Compensation Committee established a four year compensation plan that ends in 2013. During 2012, theCompensation Committee analyzed such things as the economy and the business environment in which the Company operates todetermine if any modifications were needed to the four year compensation plan established during 2010. Based on its review, theCompensation Committee concluded that that the salaries and incentive compensation established in 2010 are still appropriate for the seniorexecutive officers with a few exceptions. See “Part III – Item 11 – Compensation Discussion and Analysis: Performance Rewarded.”Elements of Compensation –Overview. For 2012, the elements of compensation in our Compensation Program were as follows:· Base Salary.· Incentive Compensation Bonus Plan ("Incentive Compensation Plan").· Stock Option Plan.· Perquisites.· Retirement and Welfare Benefits. 81 As of December 31, 2012, there were no compensatory plans or arrangements providing for payments to any of the Named ExecutiveOfficers in conjunction with any termination of employment or other working relationship of such an officer with us (including withoutlimitation, resignation, severance, retirement or constructive termination of employment of the officer). Furthermore, as of that date, therewere no such plans or arrangements providing for payments to any of the Named Executive Officers in conjunction with a change of controlof us or a change in such an officer's responsibilities to us. However, in the event of a change in control, all options and restricted stock of ourNamed Executive Officers will vest. See "Part III – Item 11 – Executive Compensation: Potential Payments upon Termination or Change-in-Control."The Company has no requirements with respect to security ownership by its officers or directors, and it has no policies regarding hedging theeconomic risk of ownership of Company equity. Executive officers are invited to provide their input with respect to their compensation to theCompensation Committee primarily through our Chief Executive Officer.A Named Executive Officer participating in the Compensation Program could, under terms of the corresponding Incentive CompensationPlan agreement with us and pursuant to our Deferred Compensation Plan, elect to defer a significant portion of that compensation. In thisinstance, the Named Executive Officer becomes our unsecured creditor. See "Part III – Item 11 – Nonqualified Deferred Compensation."Base Salary. Effective January 1, 2012, based upon the process previously described in this section, the base salaries reported in theSummary Compensation Table (see "Part III – Item 11 – Executive Compensation: Summary Compensation Table") were approved by theCompensation Committee.Mr. Duncan's base salary reflects cash compensation of $600,000 per year until adjusted by our Compensation Committee. Mr. Duncan'sduties remained unchanged during 2012. Mr. Duncan’s base salary was increased to $840,000 effective January 1, 2013. See “Part III –Item 11 – Executive Compensation: Performance Rewarded.”Mr. Hughes' base salary reflects cash compensation of $362,500 per year and $125,000 credited to his Deferred Compensation Arrangementaccount with us. Effective June 4, 2012, Mr. Hughes resigned as Chief Operating Officer to be Executive Vice President – Wireless beforewe close the Alaska Wireless Network, LLC (“AWN”) transaction at which time Mr. Hughes will become President and Chief ExecutiveOfficer of AWN.Mr. Lowber's base salary reflects cash compensation of $260,000 and $135,000 credited to his Deferred Compensation Arrangement accountwith us. His duties remained unchanged during 2012. Mr. Lowber’s salary in 2010 included $403,709 that reflects the vesting of a multi-year retention agreement.Mr. Chapados' base salary reflects cash compensation of $300,000. Effective June 4, 2012, Mr. Chapados was appointed as Executive VicePresident and Chief Operating Officer. Mr. Chapados base salary was increased to $350,000 effective January 1, 2013 as a result of hispromotion.Ms. Pidgeon’s base salary reflects cash compensation of $275,000. Her duties remained unchanged during 2012.Incentive Compensation Plan. Overview – A portion of the Company's compensation to each Named Executive Officer relates to, and iscontingent upon, the officer's performance and our financial performance and resources.Messrs. Duncan, Hughes, Lowber, Chapados and Ms. Pidgeon – Overview. In October 2010, our board approved changes to ourIncentive Compensation Plan for our Named Executive Officers. The changes resulted from ongoing discussions during 2009 and 2010 andform a plan that is expected to be in place for those Named Executive Officers through 2013. 82 In the context of the Named Executive Officers, the Compensation Committee first determined the targeted annual incentive compensationfor each of them. After setting these targets, the Compensation Committee then split that amount between short-term and long-termincentive compensation. Both short-term and long-term incentive compensation is paid out in the form of 50% cash and 50% restricted stockgrants that vest 100% at the end of three years, unless otherwise determined by the Compensation Committee based on the individualcircumstances of each Named Executive Officer. Therefore, even the short-term incentive compensation is designed to encourage the focusof these executives on long-term performance. Annual cash bonuses are intended to reward short-term performance and to make our seniorexecutive compensation packages competitive with comparable executive positions in other companies.Short-Term Incentive Compensation. The components of the short-term portion of the Incentive Compensation Plan are expected toremain the same for the duration of the plan. However, the allocation between the components will likely change on an annual basis at thediscretion of the Compensation Committee. The following table provides a summary of the 2012 short-term incentive compensation targetsfor the Named Executive Officers:Name Free CashFlow Goal($) CapexSpending($) Discretionary($) Total 2012Short-TermIncentiveCompensationPlan Target($) Ronald A. Duncan 350,000 200,000 900,000 1,450,000 G. Wilson Hughes 75,000 75,000 316,667 466,667 John M. Lowber 75,000 50,000 225,000 350,000 Gregory F. Chapados 75,000 50,000 225,000 350,000 Tina M. Pidgeon 75,000 --- 250,000 325,000 The following is a description of what each of these short-term incentive compensation targets are and how they are measured.Free Cash Flow Goal. The Free Cash Flow Goal is intended to focus the Named Executive Officers on increasing the Free Cash Flow ofthe Company by increasing earnings before depreciation and amortization expense, net interest expense, income taxes, share-basedcompensation expense, accretion expense, loss attributable to non-controlling interest and non-cash contribution adjustment (“AdjustedEBITDA”), managing capital expenditures and reducing working capital requirements. The target is based upon achieving the sum ofplanned year over year increases in the following three metrics:(1) Cash Adjusted EBITDA – Adjusted EBITDA, plus IRU sales, less non-cash items and adjusted for new businesses. Thetarget for this metric was a decrease of $20.3 million in 2012. (2) Free Cash Flow – Cash Adjusted EBITDA, less capital expenditure spending ("Capex Spending"), less interest expenseand less cash taxes. The target for year over year growth in this metric was an increase of $32.5 million in 2012.(3)Increase in Cash Balance - Targeted Free Cash Flow, plus acquisition payments, plus net principal payments, plus stockrepurchases and dividends, if any. The target for this component was an increase of $26.2 million in 2012.The Free Cash Flow Goal is the sum of the three metrics above. The combined metric was $38.4 million in 2012. Each of the NamedExecutive Officers would earn their Target Incentive Compensation for this goal if the Company has Free Cash Flow equal to themetric. The incentive compensation earned is increased or decreased from the Target Incentive Compensation by 2% for each $1 millionthat the actual Free Cash Flow is above or below the Free Cash Flow metric. This target is to be reviewed and reset annually by theCompensation Committee. 83 Capex Spending. The Capex Spending target is based on Capex Spending not exceeding the goal set forth by our board. The goal was$150 million in 2012, but that amount is to be reviewed and may be reset for 2013. In 2012 the targeted incentive for Capex Spending will bepaid out at 100% if the total cash adjusted Capex Spending for the year is $150 million or less. If cash adjusted Capex Spending exceeds$152 million, the payout would reduce in a linear fashion to zero at $156 million. For 2012, the cash adjusted Capex Spending was $145.9million.Discretionary. The board will take various factors into account when deciding on the payout of the discretionary portion of the plan applyingto the Named Executive Officers. These factors include, but are not limited to, leadership, crisis management, succession planning,strategic planning, risk management, special projects, financial reporting, and compliance with our debt covenants.The following table summarizes the 2012 short-term incentive compensation achieved by the Named Executive Officers, each of whomparticipated in this plan. The 2012 short-term incentive compensation was paid 50% in cash and 50% issued in the form of restricted stockgrants; the majority of the cash portion was paid in 2012 with the remainder paid in 2013:Goals Ronald A.Duncan G. WilsonHughes John M.Lowber Gregory F.Chapados Tina M.Pidgeon Free Cash Flow Goal – Target IncentiveCompensation $350,000 $75,000 $75,000 $75,000 $75,000 Free Cash Flow Goal Achievement1 50.3% 50.3% 50.3% 50.3% 50.3%2012 Free Cash Flow Incentive CompensationEarned $175,917 $37,697 $37,697 $37,697 $37,697 Capex Spending $200,000 $75,000 $50,000 $50,000 ---3Capex Spending Achievement 100% 100% 100% 100% --- 2012 Capex Spending Incentive CompensationEarned $200,000 $75,000 $50,000 $50,000 --- Discretionary $900,000 $316,667 $225,000 $225,000 $250,000 Discretionary Achievement2 84.1% 109.2% 90.6% 111.4% 134.0%2012 Discretionary Incentive Compensation Earned $756,500 $345,750 $203,750 $250,750 $335,000 2012 Short-Term Incentive Compensation Earned $1,132,417 $458,447 $291,447 $338,447 $372,697 _____________1The Free Cash Flow metric for 2012 was $38,400,000. Each of the Named Executive Officers would earn their Target IncentiveCompensation for this goal if the Company had Free Cash Flow equal to the metric. The Target Incentive Compensation isincreased or decreased by 2% for each $1 million that the actual Free Cash Flow is above or below the metric. For 2012, the actualfree cash flow was $13,531,000 resulting in actual Free Cash Flow that was $24,869,000 below the metric, therefore, the TargetIncentive Compensation was reduced by 49.7%.2Our Compensation Committee considered the following factors regarding the Discretionary Achievement of the Named ExecutiveOfficers. With regard to Mr. Duncan, the Compensation Committee took into account his leadership during 2012, performance indeveloping a strategic plan for key components of our business, diversification and succession planning. With regard to Mr. Hughes,the Compensation Committee took into account his leadership of the TERRA-Northwest project, succession planning and themanagement of our wireless strategy. With regard to Mr. Lowber, the Compensation Committee considered his leadership inregards to risk management, management development and financial reporting. With regard to Mr. Chapados, the CompensationCommittee considered, among other thing, his leadership in supporting strategic transactions and key lines of business and hisnew role as Chief Operating Officer. With regard to Ms. Pidgeon, the Compensation Committee considered her leadership inmanaging strategic legal initiatives for the Company, signing the AWN transaction and in serving as General Counsel for theCompany.3Ms. Pidgeon’s Short-Term Incentive Compensation goal did not include a Capex Spending target._____________ 84 2013 Short-Term and Long-Term Annual Incentive Plan Compensation Targets. The following table shows the short-term, long-termand total annual target incentive plan compensation for the Named Executive Officers under this plan for 2013, the remaining plan year:Name Short-TermIncentiveCompensation– Target($) Long-TermIncentiveCompensation– Target($) Total AnnualTarget–IncentiveCompensationPlan($) Ronald A. Duncan 1,210,000 700,000 1,910,000 G. Wilson Hughes 466,667 500,000 966,667 John M. Lowber 350,000 400,000 750,000 Gregory F. Chapados 500,000 400,000 900,000 Tina M. Pidgeon 325,000 300,000 625,000 2013 Short-Term Incentive Compensation Targets. The following table summarizes the short-term incentive compensation targetsestablished by our Compensation Committee for our Named Executive Officers for 2013:Name Free CashFlow Goal($) CapexSpending($) Discretionary($) Total 2013Short-TermIncentiveCompensationPlan Target($) Ronald A. Duncan 300,000 100,000 810,000 1,210,000 G. Wilson Hughes 200,000 50,000 216,667 466,667 John M. Lowber 100,000 50,000 200,000 350,000 Gregory F. Chapados 150,000 50,000 300,000 500,000 Tina M. Pidgeon 75,000 --- 250,000 325,000 For 2013, the Compensation Committee will evaluate the metric upon which the Free Cash Flow Goal will be based. The Capex Spendinggoal for that year will be based upon $150 million in cash adjusted Capex Spending.Long-Term Incentive Compensation. $290 million Adjusted EBITDA Plan. The goal of this portion of the Incentive Compensation Planfor the Named Executive Officers is to drive long-term Adjusted EBITDA growth. To achieve the target level of payments under the plan, itwould be necessary to have $225 million in Adjusted EBITDA in 2011 and $250 million in Adjusted EBITDA in 2013. The maximumpayout would require Adjusted EBITDA to be in excess of $250 million in 2011, $250 million in 2012 and $290 million in 2013. There wasno incentive compensation earned during 2012 pursuant to the Long-Term Incentive Compensation portion of the plan.The following table outlines the minimum, target and maximum payouts remaining for 2013 under the $290 million Adjusted EBITDAplan. The target payments are for 2013, which is the final year remaining under the plan. 85 Name MinimumPayments($) TargetPayments($) MaximumPayments($) Ronald A. Duncan 0 700,000 1,050,000 G. Wilson Hughes 0 500,000 750,000 John M. Lowber 0 400,000 600,000 Gregory F. Chapados 0 400,000 600,000 Tina M. Pidgeon 0 300,000 450,000 Despite establishment of these performance goals and targeted incentive compensation amounts, the Compensation Committee retainscomplete discretionary authority to adjust the amount of incentive compensation paid and the composition of the payments.Stock Option Plan. Options and awards, if granted to the Named Executive Officers, were granted pursuant to terms of our Stock OptionPlan. In particular, the exercise price for options in each instance was the closing price for our Class A common stock on the Nasdaq GlobalSelect Market on the day of the grant of the option. Options or awards, if granted, were granted contemporaneously with the approval of theCompensation Committee, typically early in the year in question or late in the previous year as described above. See "Part III – Item 11 –Compensation Discussion and Analysis: Elements of Compensation – Incentive Compensation Plan."We adopted our stock option plan in 1986. It has been subsequently amended from time to time and presently is our Stock Option Plan, i.e.,our Amended and Restated 1986 Stock Option Plan. Under our Stock Option Plan, we are authorized to grant awards and options topurchase shares of Class A common stock to selected officers, directors and other employees of, and consultants or advisors to, theCompany and its subsidiaries. The options are more specifically referred to as nonstatutory stock options or incentive stock options withinSection 422 of the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"). In addition, under the Stock Option Planrestricted stock awards may be granted as further described below. The selection of grantees for options and awards under the plan is madeby our Compensation Committee.The number of shares of Class A common stock allocated to the Stock Option Plan is 15.7 million shares. The number of shares for whichoptions or awards may be granted is subject to adjustment upon the occurrence of stock dividends, stock splits, mergers, consolidations andcertain other changes in corporate structure or capitalization. As of December 31, 2012, there were 0.7 million shares subject to outstandingoptions under the Stock Option Plan, 1.1 million shares granted subject to vesting, 2.9 million share grants had vested, 8.4 million shareshad been issued upon the exercise of options under the plan, 1.1 million shares repurchased by the plan and 3.7 million shares remainedavailable for additional grants under the plan.Restricted stock awards granted under the Stock Option Plan may be subject to vesting conditions based upon service or performance criteriaas the Compensation Committee may specify. These specifications may include attainment of one or more performance targets. Sharesacquired pursuant to such an award may not be transferred by the participant until vested. Unless otherwise provided by the CompensationCommittee, a participant will forfeit any shares of restricted stock where the restrictions have not lapsed prior to the participant's terminationof service with us. Participants holding restricted stock will have the right to vote the shares and to receive dividends paid, if any. However,those dividends or other distributions paid in shares will be subject to the same restrictions as the original award.Our Compensation Committee selects each grantee and the time of grant of an option or award and determines the terms of each grant,including the number of shares covered by each grant and the exercise price. In selecting a participant, as well as in determining these otherterms and conditions of each grant, our Compensation Committee takes into consideration such factors as it deems, in its sole discretion,relevant in connection with accomplishing the purpose of the plan. 86 Under the Stock Option Plan, an option becomes vested and exercisable at such time or upon such event and subject to such terms,conditions, performance criteria or restrictions as specified by the Compensation Committee. The maximum term of any option grantedunder the plan is 10 years, provided that an incentive stock option granted to a person who at the time of grant owns stock possessing morethan 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation of the Company ("TenPercent Shareholder") must have a term not exceeding five years. Unless otherwise permitted by the Compensation Committee, an optiongenerally remains exercisable for 30 days following the participant's termination of service, with limited exception. The exception arises ifservice terminates as a result of the participant's death or disability, in which case the option generally remains exercisable for 12 months. Inany event, the option must be exercised no later than its expiration date.In particular, under the present Stock Option Plan, the Compensation Committee may set an option exercise price not less than the fairmarket value of the stock on the effective date of grant of the option. However, in the case of an incentive stock option granted to a TenPercent Shareholder, the exercise price must equal at least 110% of the fair market value of the stock on the date of grant.Our Compensation Committee may, subject to certain limitations on the exercise of its discretion required by Section 162(m) of the InternalRevenue Code, amend, cancel or renew any option granted under the Stock Option Plan, waive any restrictions or conditions applicable toany option under the plan, and accelerate, continue, extend or defer the vesting of any option under the plan. The Stock Option Planprovides, subject to certain limitations, for indemnification by the Company of any director, officer, or employee against all reasonableexpenses incurred in connection with any legal action arising from that person's action or failure to act in administering the plan. All grants ofoptions under the Stock Option Plan are to be evidenced by a written agreement between the Company and the optionee specifying the termsand conditions of the grant.Options granted that have not become exercisable terminate upon the termination of the employment or directorship of theoptionholder. Exercisable options terminate from one month to one year after such termination, depending upon the cause of suchtermination. If an option expires or terminates, the shares subject to such option become available for subsequent grants under the StockOption Plan.Incentive stock options are nontransferable by the participant other than by will or by the laws of descent and distribution, and are exercisableduring the participant's lifetime only by the participant. However, a nonstatutory stock option may be assigned or transferred to members ofthe optionholder's immediate family, to the extent permitted by the Compensation Committee in its sole discretion.Our Stock Option Plan provides that payment upon exercise of an option may be in the form of money or shares of our Class A commonstock. If the optionee chooses the latter form of payment, the shares must have a fair market value not less than the exercise price. The planfurther provides, notwithstanding other restrictions on transferability of options, that an optionee, with approval of our CompensationCommittee, may transfer an option for no consideration to, or for the benefit of, the optionee's immediate family. There is no restriction inthe Stock Option Plan that an option granted under the plan must be held by the optionee for a minimum period of time.Under our Stock Option Plan, our authority to modify or amend the plan is subject to prior approval of our shareholders only in cases ofincreasing the number of shares of our stock allocated to, and available and reserved for, issuance under the plan, changing the class ofpersons eligible to receive incentive stock options or where shareholder approval is required under applicable law, regulation or rule. Onesuch law requiring shareholder approval before the Company may rely on it is Section 162(m) of the Internal Revenue Code.Subject to these limitations, the Company may terminate or amend the Stock Option Plan at any time. However, no termination oramendment may affect any outstanding option or award unless expressly provided by the Compensation Committee. In any event, notermination or amendment of the plan may adversely affect an outstanding option or award without the consent of the participant unlessnecessary to comply with applicable law, regulation or rule. 87 With limited exception, no maximum or minimum exists with regard to the amount, either in dollars or in numbers, of options that may beexercised in any year, either by a single optionee or by all optionees under our Stock Option Plan. At the 2002 annual meeting, ourshareholders approved an amendment to the plan placing a limitation on accumulated grants of options of not more than 500,000 shares ofClass A common stock per optionee per year.With these exceptions, there are no fixed limitations on the number or amount of securities being offered, other than the practical limitationsimposed by the number of employees eligible to participate in the plan and the total number of shares of stock authorized and available forgranting under the plan. Shares covered by options which have terminated or expired for any reason prior to their exercise are available forgrant of new options pursuant to the plan.In the past, the Company has issued options under the Stock Option Plan to motivate our employees with compensation that is tied to theCompany's stock performance. However, many employees do not recognize the tangible benefits of holding stock options. The Black-Scholes Merton Model, although elegant and deterministic, is at its core very complex. A much simpler calculation that is often used byemployees is to multiply the number of options by the amount that the options are in the money to calculate the current "value" of thoseoptions. Unfortunately, this simpler calculation effectively ignores the remaining term of the option and drastically reduces its value inmotivating and retaining option holders.With limited exceptions (one involving Mr. Duncan, a Named Executive Officer), since mid-2009 we have used restricted stock in place ofoptions. That is, on February 8, 2010, we granted an option for 150,000 shares of Class A common stock to Mr. Duncan. That option vestedon February 8, 2012.Perquisites. The Company provides certain perquisites to its Named Executive Officers. The Compensation Committee believes theseperquisites are reasonable and appropriate and consistent with our awareness of perquisites offered by similar publicly tradedcompanies. The perquisites assist in attracting and retaining the Named Executive Officers and, in the case of certain perquisites, promotehealth, safety and efficiency of our Named Executive Officers. These perquisites are as follows:· Use of Company Leased Aircraft – The Company permits employees, including the Named Executive Officers, to useCompany aircraft for personal travel for themselves and their guests. Such travel generally is limited to a space availablebasis on flights that are otherwise business-related. Where a Named Executive Officer, or a guest of that officer, flies on aspace available basis, the additional variable cost to the Company (such as fuel, catering, and landing fees) is deminimus. As a result, no amount is reflected in the Summary Compensation Table for that flight. Where the additionalvariable cost to the Company occurs on such a flight for solely personal purposes of that Named Executive Officer or guest,that cost is included in the Summary Compensation Table entry for that officer. Because it is rare for a flight to be purelypersonal in nature, fixed costs (such as hangar expenses, crew salaries and monthly leases) are not included in theSummary Compensation Table. In any case, in the event such a cost is non-deductible by the Company under the InternalRevenue Code, the value of that lost deduction is included in the Summary Compensation Table entry for that NamedExecutive Officer. When employees, including the Named Executive Officers, use Company aircraft for such travel they areattributed with taxable income in accordance with regulations pursuant to the Internal Revenue Code. The Company doesnot "gross up" or reimburse an employee for taxes he or she owes on such attributed income. The variable cost of theaircraft for personal travel, if any, is included in the respective entries in the Summary Compensation Table. See "Part III –Item 11 – Executive Compensation: Summary Compensation Table."· · Enhanced Long Term Disability Benefit – The Company provides the Named Executive Officers and other seniorexecutive officers of the Company with an enhanced long term disability benefit. This benefit provides a supplementalreplacement income benefit of 60% of average monthly compensation capped at $10,000 per month. The normalreplacement income benefit applying to other of our employees is capped at $5,000 per month. 88 · · Enhanced Short Term Disability Benefit – The Company provides the Named Executive Officers and other seniorexecutive officers of the Company with an enhanced short term disability benefit. This benefit provides a supplementalreplacement income benefit of 66 2/3% of average monthly compensation, capped at $2,300 per week. The normalreplacement income benefit applying to other of our employees is capped at $1,150 per week.· Miscellaneous – Aside from benefits offered to its employees generally, the Company provided miscellaneous otherbenefits to its Named Executive Officers including the following (see "Part III – Item 11 – ExecutiveCompensation: Summary Compensation Table – Components of 'All Other Compensation'"):o Success Sharing – An incentive program offered to all of our employees that shares 15% of the excess earningsbefore interest, taxes, depreciation, amortization and share based compensation expense over the highest previousyear ("Success Sharing").o Board Fees – Provided to Mr. Duncan as one of our directors. The Compensation Committee believes that it isappropriate to provide such board fees to Mr. Duncan given the additional oversight responsibilities and theaccompanying liability incumbent upon members of our board. In determining the appropriate amount of overallcompensation payable to Mr. Duncan in his capacity as Chief Executive Officer, the Compensation Committeedoes take into account any such board fees that are payable to Mr. Duncan. This monitoring of Mr. Duncan's overallcompensation package for services rendered as Chief Executive Officer and as a director is done to ensure that Mr.Duncan is not being doubly compensated for the same services rendered to the Company. Retirement and Welfare Benefits – GCI 401(k) Plan. Named Executive Officers may, along with our employees generally, participate inour GCI 401(k) Plan in which we may provide matching contributions in accordance with the terms of the plan.We initially adopted our qualified employee stock purchase plan effective in January 1987. It has been subsequently amended from time totime and presently is our GCI 401(k) Plan. The plan is qualified under Section 401 of the Internal Revenue Code. All of our employees whohave completed at least one year of service are eligible to participate in the plan. An eligible highly compensated employee (earning morethan $115,000 within the prior year) may elect to contribute up to 18% of such compensation to the employee's account in theplan. Otherwise, an eligible employee may elect to contribute up to 50% of such compensation. In both cases, these contributions are up toa maximum per employee of $17,500 for 2013. Participants over the age of 50 may make additional elective deferral contributions to theiraccounts in the plan of up to $5,500 for 2013.Subject to certain limitations, we may make matching contributions to our GCI 401(k) Plan for the benefit of employees. Matchingcontributions will vest in accordance with a six-year schedule if the employee completes at least 1,000 hours of service in each year. Such acontribution will vest in increments over the first six years of employment. Thereafter, they are fully vested when made.Except for additional elective contributions made by participants over age 50, the combination of pre-tax elective contributions, Roth 401(k)contributions and our matching contributions for any employee cannot exceed $35,000 for 2013.Under the terms of our GCI 401(k) Plan, participating eligible employees may direct their contributions to be invested in common stock of theCompany and shares of various identified mutual funds.Our GCI 401(k) Plan is administered by our Plan Committee. The Plan Committee is comprised of our employees and has broadadministrative discretion under the terms of the plan. 89 As of December 31, 2012, there remained 518,187 shares of Class A and 463,989 shares of Class B common stock allocated to our GCI401(k) Plan and available for issuance by us or otherwise acquisition by the plan for the benefit of participants in the plan.– Deferred Compensation Plan and Arrangements. The Company provides to certain of our employees, including our executive officersand Named Executive Officers, opportunities to defer certain compensation under our nonqualified, unfunded, deferred compensation plan("Deferred Compensation Plan"). In addition, we offer to our executive officers and to certain of our Named Executive Officers nonqualified,deferred compensation arrangements more specifically fashioned to the needs of the officer and us ("Deferred CompensationArrangements"). During 2012, none of our officers participated in the Deferred Compensation Plan. However, during 2012, two of ourofficers, both Named Executive Officers, participated in Deferred Compensation Arrangements specifically fashioned to their respectiveneeds. These Deferred Compensation Arrangements enable these individuals to defer compensation in excess of limits that apply toqualified plans, like our GCI 401(k) Plan, and to pursue other income tax goals which they set for themselves.Based upon its review of the Deferred Compensation Arrangements, our Compensation Committee concluded that the benefits providedunder them are in each case both reasonable and an important tool in retaining the executive officers involved with those arrangements.– Welfare Benefits. With the exception of the enhanced long term and short term disability benefits described previously, the Companyprovided to the Named Executive Officers the same health and welfare benefits provided generally to all other employees of the Company atthe same general premium rates as charged to those employees. The cost of the health and welfare programs is subsidized by the Companyfor all eligible employees including the Named Executive Officers.Performance Rewarded –Our Compensation Program is, in large part, designed to reward individual performance. What constitutes performance varies from officer toofficer, depending upon the nature of the officer's responsibilities. Consistent with the Compensation Program, the Company identified keybusiness metrics and established defined targets related to those metrics for each Named Executive Officer. In the case of each NamedExecutive Officer, the targets were regularly reviewed by management, from time to time, and provided an immediate and clear picture ofperformance and enabled management to respond quickly to both potential problems as well as potential opportunities. The CompensationProgram also was used to establish and track corresponding applicable targets for individual management employees.In 2012, the Compensation Program was used in the development of each Named Executive Officer's individual performance goals andestablished incentive compensation targets. The Compensation Committee evaluated the performance of each of the executive officers andthe financial performance of the Company and awarded incentive compensation as described above. See "Part III – Item 11 – CompensationDiscussion and Analysis: Elements of Compensation – Incentive Compensation Plan."In 2012, our Compensation Committee determined to increase the cash component of Mr. Chapados’ base salary from $300,000 to$350,000 effective January 1, 2013. The increase to the cash component of Mr. Chapados’ base salary was to compensate him for theadditional responsibilities he assumed when he became the Chief Operating Officer effective June 4, 2012. In 2010, our CompensationCommittee separately determined to increase the cash component of Mr. Chapados' base salary from $240,000 to $300,000. The increase tothe cash component of Mr. Chapados' base salary was the first such increase received by Mr. Chapados since 2006. The CompensationCommittee made such increase in recognition of Mr. Chapados' excellent performance and the relatively low position of his salary in themarketplace, as well as the growth in the responsibilities of his position within the Company that have occurred since he joined theCompany in 2006. Mr. Chapados has been instrumental in the acquisition and integration of United Utilities, Inc. United-KUC, Inc. andUnicom, Inc. with the Company. Additionally, Mr. Chapados was a key member of the team that obtained the federal grant to build TERRA-Southwest, an $88 million project to bring broadband services to rural Alaska. 90 In 2012, our Compensation Committee approved a decrease of $240,000 to Mr. Duncan’s total annual incentive compensation effectiveJanuary 1, 2013. The Compensation Committee also approved an increase to Mr. Duncan’s annual salary of the same amount. Theamounts disclosed under Part III – Item 11 – Short-Term Incentive Compensation – 2013 Short-Term Incentive Compensation Targets reflectthe $240,000 decrease to Mr. Duncan’s 2013 short-term incentive compensation target. The Compensation Committee concluded it wasappropriate to adjust Mr. Duncan’s base salary since Mr. Duncan’s base salary had not been adjusted since 2008.In 2012, our Compensation Committee issued stock awards to Mr. Hughes, Mr. Chapados and Ms. Pidgeon that were outside of the short-term and long-term incentive compensation plan. In the case of Mr. Hughes, we have agreed to make a restricted stock award of 10,000shares, the grant of which is contingent upon the successful closing of the AWN transaction and will vest one year from that closing date anda restricted stock award of 117,925 shares was issued to incentivize him to lead the integration of AWN. Mr. Chapados was issued arestricted stock award of 100,000 shares upon his promotion to Chief Operating Officer. In the case of Ms. Pidgeon, we have agreed to makea restricted stock award of 10,000 shares, the grant of which is contingent upon the successful closing of the AWN transaction and will vestone year from that closing date and a restricted stock award of 11,793 shares as an incentive for Ms. Pidgeon to stay with the Company.Timing of Equity Awards –Overview. Timing of equity awards under our Director Compensation Plan and equity awards under our Compensation Program varieswith the plan or portion of that program. However, the Company does not, and has not in the past, timed its release of material nonpublicinformation for purposes of affecting the value of equity compensation. Timing issues and our grant policy are described further below.Director Compensation Plan. As a part of the Director Compensation Plan, we grant awards of our common stock to board members,including those persons who may also be serving as one or more of our executive officers. Mr. Duncan, a board member and NamedExecutive Officer, has been granted such awards in the past. These awards are made annually in June of each year in accordance with theterms of the Director Compensation Plan. The awards are made through our Stock Option Plan. See "Part III – Item 11 – CompensationDiscussion and Analysis: Elements of Compensation – Stock Option Plan."Incentive Compensation Plan. As a part of our Compensation Program, from time to time, we grant stock options and awards in ourClass A common stock to our executive officers, including the Named Executive Officers. In particular, stock options and awards are grantedin conjunction with the agreements that we enter into with Named Executive Officers pursuant to our Incentive Compensation Plan. Thegrants of such options and awards are typically made early in the year at the time our board finalizes the prior year incentive compensationplan payouts for each of the Named Executive Officers. All such options and awards are granted through the Stock Option Plan. See "Part III– Item 11 – Compensation Discussion and Analysis: Elements of Compensation – Incentive Compensation Plan" and "– Elements ofCompensation – Stock Option Plan."Stock Option Plan. As a part of our Compensation Program, from time to time, we grant stock options or awards in our Class A commonstock to our executive officers, including the Named Executive Officers, and to certain of our advisors. In the case of an executive officer,these options or awards may be granted regardless of whether there is in place an agreement entered into with the officer under our IncentiveCompensation Plan. In the case of a new hire and where we choose to grant options or awards, the grant may be done at the time ofhire. Under the Stock Option Plan, the Compensation Committee may set the exercise price for our Class A common stock at not less thanits fair market value. That value is presently determined on Nasdaq. In all cases, regardless of the identity of the grantee, the timing,amount and other terms of the grant of options or awards under our Stock Option Plan are determined in the sole discretion of ourCompensation Committee. See "Part III – Item 11 – Compensation Discussion and Analysis: Elements of Compensation – Stock OptionPlan."In the event an executive level employee is hired or promoted during a year, that employee may be eligible to receive an award under theplans previously described in this section. Grants of awards in this context may be made at the recommendation of management and onlywith action of the Compensation Committee. 91 Grant Policy. Under our grant policy, all approved grants are granted effective the date they were approved by the committee and are pricedat the market value at the close of trading on that date. The terms of the award are then communicated immediately to the recipient.Tax and Accounting Treatment of Executive Compensation – In determining the amount and form of compensation granted to executive officers, including the Named Executive Officers, the Companytakes into consideration both tax treatment and accounting treatment of the compensation. Tax and accounting treatment for various forms ofcompensation is subject to changes in, and changing interpretations of, applicable laws, regulations, rulings and other factors not within theCompany's control. As a result, tax and accounting treatment is only one of several factors that the Company takes into account in designingthe previously described elements of compensation.Compensation Policies and Practices in Relation to Our Risk Management –At the direction of our board, Company management has reviewed our compensation policies, plans and practices to determine whether theycreate incentives or encourage behavior that is reasonably likely to have a materially adverse effect on the Company. This effort included areview of our various employee compensation plans and practices as described elsewhere in this report. See "Part III – Item 11 –Compensation Discussion and Analysis: Process."The purpose of the review was to evaluate risks and the internal controls we have implemented to manage those risks. The controls includemultiple performance metrics, corporate-wide financial measures, statutory clawbacks on equity awards, and board and board committeeoversight and approvals.In completing this review, our board and management believe risks created by our compensation policies, plans and practices that createincentives likely to have a material adverse effect on us are remote.Shareholder Advisory Votes on Executive CompensationAt our 2011 annual meeting, our shareholders adopted a non-binding proposal pertaining to executive compensation of our Named ExecutiveOfficers and adopted a proposal to vote on the executive compensation of our Named Executive Officers every three years. Based on theproposal passed by our shareholders at our 2011 annual meeting, our board anticipates placing before our shareholders a proposal onexecutive compensation at our 2014 annual shareholder meeting.Our board views decisions as to compensation of Company named executive officers, including but not limited to those for 2012, as itsresponsibility. Our board takes this responsibility seriously and has gone to considerable effort to establish and implement a process fordetermining executive compensation as described elsewhere in this report. See "Part III – Item 11 – Compensation Discussion andAnalysis."Our board carefully considers all proposals from our shareholders. However, in light of its responsibilities to the Company, our board may ormay not follow the advice of those shareholder votes.Our board contemplates next placing before our shareholders a proposal dealing with the frequency of shareholder advisory votes onexecutive compensation of our named executive officers during our 2017 annual shareholder meeting.Executive CompensationSummary Compensation Table –As of December 31, 2012, the Company did not have employment agreements with any of the Named Executive Officers. The followingtable summarizes total compensation paid or earned by each Named Executive Officer for fiscal years 2012, 2011 and 2010. The processfollowed by the Compensation Committee in establishing total compensation for each Named Executive Officer as set forth in the table isdescribed elsewhere in this report. See "Part III – Item 11 – Compensation Discussion and Analysis." 92 Summary Compensation TableName andPrincipal PositionYearSalary1($)Bonus($)NonequityIncentivePlanCompen-sation($)StockAwards2($)OptionAwards2($)Change inPension Valueand NonqualifiedDeferredCompensationEarnings3($)All OtherCompensation($)4Total($)Ronald A. Duncan5 President and Chief Executive Officer201220112010600,000600,000600,000 --- --- 454,3977566,2091,751,919725,00031,100 1,220,364633,744 ------433,635---------67,00061,50067,2591,264,3093,633,7832,314,035G. Wilson Hughes Executive Vice President --- Wireless201220112010487,500487,500487,500--- 25,0007185,7177229,223400,108233,3331,486,3428412,0956--- ---------2,2724,2246,15325,87516,50019,2392,231,2121,345,427931,942John M. Lowber Senior Vice President, Chief Financial Officer and Secretary/ Treasurer201220112010395,000395,000728,709--- --- 116,9447145,723325,432175,000372,2999287,0976323,251 ---------8,9243,058---24,87518,50019,239946,8211,029,0871,363,143Gregory F. Chapados Executive Vice President and Chief Operating Officer201220112010300,000300,000270,000--- --- 95,2547169,223328,846175,000998,20810265,7706844,750 ------------------19,00023,08718,4631,486,431917,7031,403,467Tina M. Pidgeon11 General Counsel andSenior Vice President,Government Affairs20122011275,000275,00023,8487---162,500254,596391,27212159,0246------------224,369161,7171,076,989850,3371For 2010, salary includes deferred compensation of $125,000 for Mr. Hughes and $468,709 for Mr. Lowber of which $403,709 forMr. Lowber reflects the vesting of a multi-year retention agreement. For 2011 and 2012, salary includes deferred compensation of$125,000 and $135,000 for Messrs. Hughes and Lowber, respectively.2This column reflects the grant date fair values of awards of Class A common stock, restricted stock awards or stock options grantedin the fiscal year indicated which were computed in accordance with Financial Accounting Standards Board ("FASB") AccountingStandards Codification Topic 718, Compensation – Stock Options ("ASC Topic 718"). Assumptions used in the calculation of theseamounts are set forth in Footnote 9 of "Part II – Item 8 – Consolidated Financial Statements and Supplementary Data."3The amount shown represents the above-market earnings on nonqualified deferred compensation plan balances. Above market-earnings is defined as earnings in excess of 120% of the long-term monthly applicable federal rate (AFR).4 See, "Components of 'All Other Compensation'" table displayed below for more detail.5In 2010, Mr. Duncan received $73,744 in compensation relative to his service on our board including $40,000 in board fees andstock awards valued at $33,744. In 2011, Mr. Duncan received $105,534 in compensation relative to his service on our boardincluding $45,000 in board fees and stock awards valued at $60,534. In 2012, Mr. Duncan received $81,100 in compensation forservice on our board in the form of director fees of $50,000 and stock awards valued at $31,100.6The Stock Awards granted during 2011 were for the Named Executive Officer’s performance during 2010.7The Bonus Compensation represents compensation paid pursuant to the Incentive Compensation Plan in excess of the targetpayment under the plan.8Mr. Hughes received a stock award with a grant date fair value of $486,338 for his performance during 2011 and a stock award witha grant date fair value of $1,000,004 to incentivize Mr. Hughes to stay to lead the integration of AWN.9The Stock Awards granted during 2012 were for the Named Executive Officer’s performance during 2011. 93 10Mr. Chapados received a stock award with a grant date fair value of $376,208 for his performance during 2011 and a stock awardwith a grant date fair value of $622,000 upon his promotion to Chief Operating Officer.11Compensation for Ms. Pidgeon is only provided for 2012 and 2011, as she was not a Named Executive Officer in 2010.12Ms. Pidgeon received a stock award with a grant date fair value of $291,267 for her performance during 2011 and a stock award witha grant date fair value of $100,005 to incentivize Ms. Pidgeon to stay with the Company. The amounts reported under the "All Other Compensation" column are comprised of the following:Components of "All Other Compensation"Name andPrincipal PositionYearStockPurchasePlan1($)BoardFees($)SuccessSharing2($)Use of CompanyLeasedAircraft3($)Miscellan-eous($)Total($)Ronald A. Duncan20122011201017,00016,50016,50050,00045,00040,000---------------10,759---------67,00061,50067,259G. Wilson Hughes20122011201017,00016,50016,500---------------2,7397,875------1,0004------25,87516,50019,239John M. Lowber20122011201017,00016,50016,500---------------2,7397,875---------2,0004---24,87518,50019,239Gregory F. Chapados20122011201017,00016,50015,724---------------2,739---------2,00046,5875---19,00023,08718,463Tina M. Pidgeon2012201117,00016,500------------113,702---93,6676145,2176224,369161,7171Amounts are contributions by us matching each employee's contribution. Matching contributions by us under our GCI 401(k) Planare available to each of our full time employees with over one year of service. During 2012, the match was based upon the lesser of$17,000 ($16,500 for 2011 and 2010) or 10% of the employee's salary and the total of the employee's pre-tax and post-taxcontributions to the plan. See "Part III – Item 11 – Compensation Discussion and Analysis: Elements of Compensation –Retirement and Welfare Benefits – GCI 401(k) Plan."2See "Part III – Item 11 – Compensation Discussion and Analysis: Elements of Compensation – Perquisites."3The value of use of Company leased aircraft is shown at the variable cost to the Company.4Compensation for attending certain management meetings.5Includes $4,587 for a guest to accompany Mr. Chapados on a business trip and $2,000 for attending certain management meetings.6Included in 2012 are $91,667 for vesting portion of a $275,000 signing bonus received in 2010 and $2,000 for attending certainmanagement meetings. Included in 2011 are $137,500 for the vesting portion of a $275,000 signing bonus received in 2010,$3,717 for moving expenses and $4,000 for attending certain management meetings. 94 Grants of Plan-Based Awards Table –The following table displays specific information on grants of options, awards and non-equity incentive plan awards under our CompensationProgram and, in addition, in the case of Mr. Duncan, our Director Compensation Plan, made to Named Executive Officers during 2012.Grants of Plan-Based Awards Estimated Future PayoutsUnderNon-Equity Incentive PlanAwards Estimated Future PayoutsUnderEquity Incentive Plan Awards NameGrantDateThreshold($)Target($)Maximum($) Threshold(#)Target(#)Maximum(#) All Other StockAwards:Number ofSharesof Stockor Units (#)All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions (#)Exerciseor BasePrice ofOptionAwards($/Sh)Grant DateFair Valueof Stockand OptionAwards1($)Ronald A.Duncan06/01/12- - -- - -- - - - - -- - -- - -5,0002- - -- - -31,100G. WilsonHughes402/06/1212/08/12- - -- - -- - -- - -- - -- - - - - -- - -- - -- - -- - -- - -43,4233117,925 - - -- - -- - -- - -486,3381,000,004 John M. Lowber02/06/12- - -- - -- - - - - -- - -- - -33,2413- - -- - -372,299Gregory F.Chapados02/06/1206/03/12- - -- - -- - -- - -- - -- - - - - -- - -- - -- - -- - -- - -33,5903100,000 - - -- - -- - -- - -376,208622,000Tina M. Pidgeon502/06/1212/08/12- - -- - -- - -- - -- - -- - - - - -- - -- - -- - -- - -- - -26,0063 11,793- - -- - -- - -- - -291,267 100,005 1Computed in accordance with FASB ASC Topic 718.2Mr. Duncan's stock award was granted pursuant to the terms of our Director Compensation Plan. See "Part III – Item 11 – DirectorCompensation."3Represents the 50% portion of the 2011 incentive compensation paid in the form of restricted stock grants under our IncentiveCompensation Plan that were not granted until 2012. Restricted stock awards are included in the "Stock Awards" column of theSummary Compensation Table above.4Mr. Hughes received a restricted stock award of 10,000 shares, the grant of which is contingent upon the successful closing of theAWN transaction and will vest one year from the closing date of the AWN transaction. The stock award does not have a grant date asthe grant is contingent upon the closing of the AWN transaction, therefore, the stock award is not included in the table above.5Ms. Pidgeon received a restricted stock award of 10,000 shares, the grant of which is contingent upon the successful closing of theAWN transaction and will vest one year from the closing date of the AWN transaction. The stock award does not have a grant date asthe grant is contingent upon the closing of the AWN transaction, therefore, the stock award is not included in the table above. Outstanding Equity Awards at Fiscal Year-End Table –The following table displays specific information on unexercised options, stock that has not vested and equity incentive plan awards for eachof the Named Executive Officers and outstanding as of December 31, 2012. Vesting of these options and awards varies for the NamedExecutive Officers as described in the footnotes to the table. 95 Outstanding Equity Awards at Fiscal Year-End Option Awards1 Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable OptionExercisePrice ($) OptionExpirationDate Number ofShares orUnits ofStock ThatHave NotVested (#) MarketValue ofShares orUnits ofStock thatHave NotVested ($) EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsThat HaveNot Vested(#) EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRightsThat HaveNot Vested($) Ronald A. Duncan 250,000 - - - 8.40 6/24/2014 - - - - - - - - - - - - 150,000 - - - 5.32 2/8/2020 - - - - - - - - - - - - - - - - - - - - - - - - 93,1592 893,3952 - - - - - - G. Wilson Hughes3 - - - - - - - - - - - - 33,1002 317,4292 - - - - - - - - - - - - - - - - - - 43,4234 416,4274 - - - - - - 1179255 1,130,9015 - - - - - - John M. Lowber - - - - - - - - - - - - 14,0986 135,2006 - - - - - - - - - - - - - - - - - - 25,0007 239,7507 - - - - - - - - - - - - - - - - - - 23,0602 221,1452 - - - - - - - - - - - - - - - - - - 33,2414 318,7814 - - - - - - Gregory F. Chapados 30,000 - - - 6.00 2/1/2013 - - - - - - - - - - - - 100,000 - - - 7.95 1/9/2018 - - - - - - - - - - - - - - - - - - - - - - - - 18,7976 180,2636 - - - - - - - - - - - - - - - - - - 15,0008 143,8508 - - - - - - - - - - - - - - - - - - 50,0009 479,5009 - - - - - - - - - - - - - - - - - - 21,3472 247,4122 - - - - - - - - - - - - - - - - - - 33,5904 322,1284 - - - - - - - - - - - - - - - - - - 100,00010 959,00010 - - - - - - Tina M. Pidgeon11 - - - - - - - - - - - - 12,7732 122,4932 - - - - - - - - - - - - - - - - - - 26,0064 249,3984 - - - - - - - - - - - - - - - - - - 11,79312 113,09512 - - - - - - 1 Stock option awards generally vest over five years and expire ten years from grant date, except as noted in the footnotes below.2 Restricted stock vests on November 30, 2013. 3 Mr. Hughes received a restricted stock award of 10,000 shares, the grant of which, is contingent upon the successful closing of the AWNtransaction and will vest one year from the closing date of the AWN transaction. The stock award does not have a grant date as the grantis contingent upon the closing of the AWN transaction, therefore, the stock award is not included in the table above. 4 Restricted stock vests on November 30, 2014.5 Restricted stock vests 58,962 shares on December 31, 2014 and 58,963 shares on December 31, 2015.6 Restricted stock vests on February 8, 2013.7 Restricted stock vests on December 31, 2013. 8 Restricted stock vests 5,000 shares on October 7 of 2013, 2014 and 2015. 9 Restricted stock vests on October 7, 2015. 10 Restricted stock vests on June 3, 2016.11 Ms. Pidgeon received a restricted stock award of 10,000 shares, the grant of which, is contingent upon the successful closing of the AWNtransaction and will vest one year from the closing date of the AWN transaction. The stock award does not have a grant date as the grantis contingent upon the closing of the AWN transaction, therefore, the stock award is not included in the table above.12 Restricted stock vests on December 7, 2014.12 Restricted stock vests on December 7, 2014. 96 Option Exercises and Stock Vested Table –The following table displays specific information on each exercise of stock options, stock appreciation rights, and similar instruments, andeach vesting of stock, including restricted stock, restricted stock units and similar instruments on an aggregate basis, for each of the NamedExecutive Officers during 2012:Option Exercises and Stock Vested Option Awards Stock AwardsNameNumber of SharesAcquired on Exercise (#)Value Realized onExercise($) Number of SharesAcquired on Vesting (#)Value Realized onVesting($)Ronald A. Duncan150,000---613,500--- --- 5,0001--- 31,100G. Wilson Hughes------ 109,150 1,197,376 John M. Lowber------ 113,039 1,240,038 Gregory F. Chapados------------ 5,00068,360 51,050 749,909 Tina M. Pidgeon------ 5,0009,00020,000 43,65098,730202,600 1This stock award relates to Mr. Duncan's service as one of our directors.Potential Payments upon Termination or Change-in-Control –As of December 31, 2012, there were no compensatory plans or arrangements providing for payments to any of the Named ExecutiveOfficers in conjunction with any termination of employment or other working relationship of such an officer with us (including withoutlimitation, resignation, severance, retirement or constructive termination of employment of the officer). Furthermore, as of December 31,2012, there were no such plans or arrangements providing for payments to any of the Named Executive Officers in conjunction with achange of control of us or a change in such an officer's responsibilities to us. However, all outstanding options and awards for each of ourNamed Executive Officers would vest upon his or her disability, retirement or death, or a change-in-control of the Company.Nonqualified Deferred CompensationDeferred Compensation Plan –We established our Deferred Compensation Plan in 1995 to provide a means by which certain of our employees may elect to defer receipt ofdesignated percentages or amounts of their compensation and to provide a means for certain other deferrals of compensation. Employeeseligible to participate in our Deferred Compensation Plan are determined by our board. We may, at our discretion, contribute matchingdeferrals in amounts as we select. 97 Participants immediately vest in all elective deferrals and all income and gain attributable to that participation. Matching contributions and allincome and gain attributable to them vest on a case-by-case basis as determined by us. Participants may elect to be paid in either a singlelump-sum payment or annual installments over a period not to exceed ten years. Vested balances are payable upon termination ofemployment, unforeseen emergencies, death or total disability of the participant or change of control of us or our insolvency. Participantsbecome our general unsecured creditors with respect to deferred compensation benefits of our Deferred Compensation Plan.None of our Named Executive Officers participated in our Deferred Compensation Plan during 2012.Deferred Compensation Arrangements –We have, from time to time, entered into Deferred Compensation Arrangements with certain of our executive officers, including two of theNamed Executive Officers. These arrangements are negotiated with individual officers on a case-by-case basis. The status of our DeferredCompensation Arrangements with our Named Executive Officers during 2012 is summarized for each of our Named Executive Officers inthe following table, and further descriptions of them are provided following the table.Nonqualified Deferred CompensationName ExecutiveContributionsin Last FY($) RegistrantContributionin Last FY($) AggregateEarnings(Loss)in Last FY($) AggregateWithdrawals/Distributions($) AggregateBalanceat Last FY($) Ronald A. Duncan --- --- --- --- --- G. Wilson Hughes1 125,000 --- 86,602 578,201 3,104,081 John M. Lowber2 135,000 --- 91,516 200,000 1,197,037 Gregory F. Chapados --- --- --- --- --- Tina M. Pidgeon --- --- --- --- --- 1Includes earnings of $2,272 for Mr. Hughes that is reported in the Summary Compensation Table.2Includes earnings of $8,924 for Mr. Lowber that is reported in the Summary Compensation Table. Mr. Hughes' Deferred Compensation Arrangement with us consists of three components. The first component consisted of deferredcompensation invested in 158,179 shares of Company Class A common stock. The second component is $977,144 accrued at year end ofwhich $125,000 in salary were deferred and $88,831 of interest were accrued during 2012. This arrangement with us earns interest at therate of 10% per year based upon the balance at the beginning of the year plus new salary deferrals during the year. The third component is$610,000 accrued at year end of which $30,000 were accrued for 2012 interest. This arrangement earns interest at 7.5% per year basedupon the original $400,000 that was given to Mr. Hughes in consideration for his continued employment at the Company from January 1,2006 through December 31, 2009.Mr. Hughes' Deferred Compensation Arrangement provides that at his discretion or at termination of employment, he is entitled to receivethe full amount owed in a lump sum, in monthly installments paid over a ten-year period, or in installments negotiated with the Company inaccordance with statutory requirements. 98 Mr. Lowber's Deferred Compensation Arrangement with us consists of deferred salary which earns interest on the amounts deferred at 9%per year. As of December 31, 2012 and under this plan, there were accrued $731,712, of which $120,050 had accrued ($65,000 in principalplus $55,050 in interest) and $126,048 had been paid out during 2012. Additionally, effective January 1, 2007, the Company agreed to enterinto a retention agreement with Mr. Lowber. In exchange for his commitment to remain in the employ of the Company through the end of2010, the Company agreed to establish a deferred compensation account in the amount of $350,000 that vested on December 31, 2010. Theaccount is to accrue interest at the rate of 7.25% per annum, compounding annually. The balance in that account was $465,325 as ofDecember 31, 2012, of which $106,466 had accrued ($70,000 in principal plus $36,466 in interest) and $73,952 had been paid out during2012.Messrs. Duncan, Chapados and Ms. Pidgeon did not participate in a Deferred Compensation Arrangement with us during 2012.Other than the Deferred Compensation Arrangements described above, no Named Executive Officer was, as of December 31, 2012, entitledto defer any additional consideration. Any additional Deferred Compensation Arrangements would have to be separately negotiated with, andagreed to by, the Compensation Committee.Compensation Committee Interlocks and Insider ParticipationOur Compensation Committee is composed of four members of our board as identified elsewhere in this report. All of these membersserved on the committee during all of 2012. See "Part III – Item 11 – Compensation Discussion and Analysis: Overview." Therelationships of them to us are described elsewhere in this report. See "Part III – Item 10 – Identification," "Part III – Item 12 – PrincipalShareholders" and "Part III – Item 13 – Certain Transactions."Compensation Committee ReportThe Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based uponthat review and discussion, the Compensation Committee recommended to our board that the Compensation Discussion and Analysis beincluded in our 2012 annual report.Compensation CommitteeJerry A. Edgerton, ChairStephen M. BrettStephen R. MooneyJames M. SchneiderDirector CompensationThe following table sets forth certain information concerning the cash and non-cash compensation earned by our directors ("DirectorCompensation Plan"), each for services as a director during the year ended December 31, 2012: 99 2012 Director Compensation1Name FeesEarnedorPaid inCash($) StockAwards2,3($) OptionAwards3($) Non-EquityIncentive PlanCompensation($) Change inPensionValue and NonqualifiedDeferredCompensationEarnings($) All OtherCompensation($) Total($) Stephen M. Brett 50,000 31,100 --- --- --- --- 81,100 Jerry A. Edgerton 50,000 40,430 --- --- --- --- 90,430 Scott M. Fisher 50,000 31,100 --- --- --- --- 81,100 William P.Glasgow 50,000 31,100 --- --- --- --- 81,100 Mark W. Kroloff 50,000 31,100 --- --- --- --- 81,100 Stephen R.Mooney 50,000 40,430 --- --- --- --- 90,430 James M.Schneider 50,000 31,100 --- --- --- --- 81,100 1Compensation to Mr. Duncan as a director is described elsewhere in this report. See "Part III – Item 11 – Executive Compensation"and "Compensation Discussion and Analysis."2Each director received a grant of awards of 5,000 shares of Company Class A common stock on June 1, 2012 (the grant date), withthe exception of our Audit Committee chair and Compensation Committee chair, Mr. Mooney and Mr. Edgerton, respectively , whoreceived 6,500 shares. The value of the shares on the date of grant was $6.22 per share, i.e., the closing price of the stock onNasdaq on that date and as calculated in accordance with GAAP.3This column reflects the grant date fair values of awards of Class A common stock, restricted stock awards or stock options grantedin the fiscal year indicated which were computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation ofthese amounts are set forth in Footnote 9 of "Part II – Item 8 – Consolidated Financial Statements and Supplementary Data." Our initial Director Compensation Plan was adopted in 2004 by our board to acknowledge and compensate, from time to time, directors onthe board for ongoing dedicated service. During 2012 the plan provided for $50,000 per year (prorated for days served and paid quarterly) forall Directors.During 2012, the stock compensation portion of our Director Compensation Plan consisted of a grant of 5,000 shares to a director for a year ofservice, or a portion of a year of service. Grants are made and vest annually under the plan on June 1 of each year. For 2012, grants ofawards were made under our Director Compensation Plan as of June 1, 2012. As of December 31, 2012, our board anticipated that grants ofawards of 5,000 shares of Class A common stock to each director would be made under the plan as of June 1, 2013. Also as of that date, ourboard anticipated an additional award of 1,500 shares of Class A common stock to our Audit Committee and Compensation Committeechairs. Because the shares vest upon award, they are subject to taxation based upon the then fair market value of the vested shares.Under our Director Compensation Plan, compensation is to be paid only to those directors who are to receive the benefit individually,whether or not they are our employees.Except for our Director Compensation Plan, during 2012 the directors on our board received no other direct compensation for serving on theboard and its committees. However, they were reimbursed for travel and out-of-pocket expenses incurred in connection with attendance atmeetings of our board and its committees. 100 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMattersSecurities Authorized for Issuance under Equity Compensation PlansThe following table sets forth, as of the end of 2012, information on equity compensation plans approved by our shareholders and separatelysuch plans not approved by our shareholders. The information is focused on outstanding options, warrants and rights; the only such plan isour Stock Option Plan as approved by our shareholders.Equity Compensation Plan InformationPlan categoryNumber of securitiesto be issued upon exercise ofoutstanding options, warrants andrightsWeighted-averageexercise price ofoutstanding options,warrants and rights($)Number of securitiesremaining available for futureissuance under equitycompensation plans (excludingsecurities reflected in the secondcolumn)Equity compensationplans approved bysecurity holders719,2007.653,726,800Total:719,2007.653,726,800Ownership of CompanyPrincipal Shareholders –The following table sets forth, as of December 31, 2012 (unless otherwise noted), certain information regarding the beneficial ownership ofour Class A common stock and Class B common stock by each of the following:· Each person known by us to own beneficially 5% or more of the outstanding shares of Class A common stock or Class Bcommon stock.· Each of our directors.· Each of the Named Executive Officers.· All of our executive officers and directors as a group.All information with respect to beneficial ownership has been furnished to us by the respective shareholders. 101 Name ofBeneficial Owner1 Title ofClass2 Amount andNature ofBeneficialOwnership(#) % of Class % of Total SharesOutstanding (Class A & B)2 % CombinedVotingPower(Class A & B)2 Stephen M. Brett Class AClass B 62,7503 --- *--- * * Ronald A. Duncan Class AClass B 1,578,3593,4 661,8094 4.120.9 5.3 11.6 Jerry A. Edgerton Class AClass B 39,2503 --- *--- * * Scott M. Fisher Class AClass B 51,3343,5 511,7165 *16.1 1.3 7.3 William P. Glasgow Class AClass B 87,6943,6 --- *--- * * Mark W. Kroloff Class AClass B 31,1003 --- *--- * * Stephen R. Mooney Class AClass B 49,9003 --- *--- * * James M. Schneider Class AClass B 36,1503 --- *--- * * G. Wilson Hughes Class AClass B 759,8997 2,6957 2.0* 1.8 1.1 John M. Lowber Class AClass B 356,8988 6,2038 ** * * Gregory F. Chapados Class AClass B 477,9799 --- 1.2* 1.1 * Tina M. Pidgeon Class AClass B 104,13210 --- *--- * * Black Rock, Inc.40 East 52nd StreetNew York, New York 10022 Class AClass B 3,904,275 --- 10.1 --- 9.4 5.6 Dimensional Fund Advisors LPPalisades West, Building One6300 Bee Cave RoadAustin, Texas 78746 Class AClass B 1,928,26611 --- 5.0--- 4.6 2.8 FMR, LLC82 Devonshire StreetBoston, Massachusetts 02109 Class AClass B 1,978,100 --- 5.1--- 4.7 2.8 GCI 401(k) Plan2550 Denali St., Ste. 1000Anchorage, Alaska 99503 Class AClass B 4,986,678 50,808 12.9 1.6 12.1 7.8 Gary Magnessc/o Raymond L. Sutton, Jr.303 East 17th Ave., Ste 1100Denver, Colorado 80203-1264 Class AClass B 1,347,961 433,924 3.213.7 4.3 8.1 Private ManagementGroup, Inc.15635 Alton Parkway, Class AClass B 1,956,397 --- 5.1 --- 4.7 2.815635 Alton Parkway,Suite 400Irvine, California 92606 102 Name ofBeneficial Owner1 Title ofClass2 Amount andNature ofBeneficialOwnership(#) % of Class % of Total SharesOutstanding(Class A & B)2 % CombinedVotingPower(Class A & B)2 John W. Stanton andTheresa E. Gillespie155 108th Avenue., N.E.,Suite 450Bellevue, Washington 98004 Class AClass B 2,342,6271,436,469 6.145.3 9.1 23.9 The Vanguard Group, Inc.100 Vanguard BlvdMalvern, Pennsylvania 19355 Class AClass B 2,563,86912 --- 6.7--- 6.1 3.7 All Directors and Executive Officers As a Group (16 Persons) Class AClass B 3,966,025131,182,42313 10.337.3 12.2 22.4* Represents beneficial ownership of less than 1% of the corresponding class or series of stock.1Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. Shares of our stock that a person has theright to acquire within 60 days of December 31, 2012 are deemed to be beneficially owned by such person and are included in thecomputation of the ownership and voting percentages only of such person. Each person has sole voting and investment power withrespect to the shares indicated, except as otherwise stated in the footnotes to the table. Addresses are provided only for persons otherthan management who own beneficially more than 5% of the outstanding shares of Class A or B common stock. The Class Ashares do not include the number of Class B shares owned although the Class B shares are convertible on a share-per-share basisinto Class A shares.2"Title of Class" includes our Class A common stock and Class B common stock. "Amount and Nature of Beneficial Ownership"and "% of Class" are given for each class of stock. "% of Total Shares Outstanding" and "% Combined Voting Power" are given forthe combination of outstanding Class A common stock and Class B common stock, and the voting power for Class B common stock(10 votes per share) is factored into the calculation of that combined voting power.3Includes 5,000 shares of our Class A common stock granted to each of those persons pursuant to the Director Compensation Planfor services performed during 2012 except for our Audit Committee Chairman and Compensation Committee Chairman, Mr.Mooney and Mr. Edgerton, respectively, who each were granted 6,500 shares of our Class A common stock.4Includes 160,879 shares of Class A common stock and 6,165 shares of Class B common stock allocated to Mr. Duncan under theGCI 401(k) Plan as of December 31, 2012. Includes 400,000 shares of Class A common stock subject to stock options grantedunder the Stock Option Plan to Mr. Duncan which he has the right to acquire within 60 days of December 31, 2012 by exercise ofthe stock options. Does not include 55,560 shares of Class A common stock or 8,242 shares of Class B common stock held by theAmanda Miller Trust, with respect to which Mr. Duncan has no voting or investment power. Ms. Miller is Mr. Duncan's daughter,and Mr. Duncan disclaims beneficial ownership of the shares. Does not include 63,186 shares of Class A common stock or 27,020shares of Class B common stock held by Dani Bowman, Mr. Duncan's wife, of which Mr. Duncan disclaims beneficialownership. Does not include 10,000 shares of Class A common stock held by Missy, LLC which is 25% owned by Mr. Duncan,25% owned by Dani Bowman and 50% owned by a trust of which Mr. Duncan’s daughter is the 50% beneficiary, of which securitiesMr. Duncan disclaims beneficial ownership (Mr. Duncan claims beneficial ownership of an additional 5,000 shares of Class ACommon Stock held by Missy, LLC. which are included within the shares for which Mr. Duncan has a pecuniary interest). Includes857,602 shares of Class A common stock and 655,644 shares of Class B common stock pledged as security.5Includes 13,484 shares of Class A and 511,716 shares of Class B common stock owned by Fisher Capital Partners, Ltd. of whichMr. Fisher is a partner.6Does not include 158 shares owned by a daughter of Mr. Glasgow. Mr. Glasgow disclaims any beneficial ownership of the sharesheld by his daughter.7Includes 10,974 shares of Class A common stock allocated to Mr. Hughes under the GCI 401(k) Plan, as of December 31,2012. Includes 305,890 shares of Class A common stock pledged as security. Excludes 158,179 shares held by the Companypursuant to Mr. Hughes' Deferred Compensation Agreement.8Includes 27,834 shares of Class A common stock and 5,933 shares of Class B common stock allocated to Mr. Lowber under theGCI 401(k) Plan, as of December 31, 2012. 103 9Includes 19,335 shares of Class A common stock allocated to Mr. Chapados under the GCI 401(k) Plan, as of December 31,2012. Includes 130,000 shares of Class A common stock subject to stock options granted under the Stock Option Plan to Mr.Chapados which he has the right to acquire within 60 days of December 31, 2012 by exercise of those options.10Includes 13,190 shares of Class A common stock allocated to Ms. Pidgeon under the GCI 401(k) Plan, as of December 31, 2012.11As disclosed in Schedule 13G filed with the SEC on February 11, 2013, Dimensional Fund Advisors LP has sole voting power for1,869,779 shares of Class A common stock and sole dispositive power for 1,928,266 shares of Class A common stock.12As disclosed in Schedule 13G filed with the SEC on February 12, 2013, The Vanguard Group, Inc. has sole voting power of 59,502shares of Class A common stock, shared dispositive power for 56,702 shares of Class A common stock and sole dispositive powerfor 2,507,167 shares of Class A common stock.13Includes 530,000 shares of Class A common stock which such persons have the right to acquire within 60 days of December 31,2012 through the exercise of vested stock options. Includes 285,463 shares of Class A common stock and 12,098 shares of ClassB common stock allocated to such persons under the GCI 401(k) Plan. Changes in Control –Pledged Assets and Securities. Our obligations under our credit facilities are secured by substantially all of our assets. Should there be adefault by us under such agreements, our lenders could gain control of our assets. We have been at all times during 2012 in compliancewith all material terms of these credit facilities.Senior Notes. In 2009, GCI, Inc., our wholly-owned subsidiary, sold $425.0 million in aggregate principal amount of senior debt securitiesdue in 2019.The senior notes are subject to the terms of an indenture entered into by GCI, Inc. Upon the occurrence of a change of control, as defined inthe Indenture, GCI, Inc. is required to offer to purchase those senior notes at a price equal to 101% of their principal amount, plus accruedand unpaid interest. The indenture provides that those senior notes are redeemable at the option of GCI, Inc. at specified redemption pricescommencing in 2014. The terms of the senior notes contain limitations on the ability of GCI, Inc. and its restricted subsidiaries to incuradditional indebtedness, limitations on investments, payment of dividends and other restricted payments and limitations on liens, assetsales, mergers, transactions with affiliates and operation of unrestricted subsidiaries. The indenture also limits the ability of GCI, Inc. and itsrestricted subsidiaries to enter into, or allow to exist, specified restrictions on the ability of GCI, Inc. to receive distributions from restrictedsubsidiaries.For purposes of the indenture and the senior notes, the restricted subsidiaries consist of all of our direct or indirect subsidiaries, with theexception of certain unrestricted subsidiaries. Under the terms of the indenture, an unrestricted subsidiary is a subsidiary of GCI, Inc. sodesignated from time to time in accordance with procedures as set forth in the indenture. As of December 31, 2012, these unrestrictedsubsidiaries consisted of GCI Community Development, LLC and Unicom, Inc.In May 2011, GCI, Inc. issued an additional $325 million of senior notes at 6.75% interest due in June 2021. The new senior notes havesubstantially similar terms as the 2009 senior notes. They were used to pay off previously issued Senior Notes.We and GCI, Inc. have since the issuance of the senior notes and up through December 31, 2012, been in compliance with all materialterms of the Indentures including making timely payments on the obligations of GCI, Inc. 104 Item 13. Certain Relationships and Related Transactions, and Director IndependenceCertain TransactionsTransactions with Related Persons –Stanton Shareholdings, Registration Rights Agreement. As of December 31, 2012, John W. Stanton and Theresa E. Gillespie,husband and wife (collectively, "Stantons"), continued to be significant shareholders of our Class B common stock. As of that date, neitherthe Stantons nor the Stantons' affiliates were our directors, officers, nominees for election as directors, or members of the immediate familyof such directors, officers, or nominees.We are a party to a registration rights agreement ("Stanton Registration Rights Agreement") with the Stantons regarding all unregisteredshares the Stantons hold in our Class B common stock and any shares of our Class A common stock resulting from conversion of thatClass B common stock to Class A common stock. The basic terms of the Stanton Registration Rights Agreement are as follows. If wepropose to register any of our securities under the Securities Act of 1933, as amended ("Securities Act") for our own account or for the accountof one or more of our shareholders, we must notify the Stantons of that intent. In addition, we must allow the Stantons an opportunity toinclude the holder's shares ("Stanton Registerable Shares") in that registration.Under the Stanton Registration Rights Agreement, the Stantons also have the right, under certain circumstances, to require us to register allor any portion of the Stanton Registerable Shares under the Securities Act. The agreement is subject to certain limitations and restrictions,including our right to limit the number of Stanton Registerable Shares included in the registration. Generally, we are required to pay allregistration expenses in connection with each registration of Stanton Registerable Shares pursuant to this agreement.The Stanton Registration Rights Agreement specifically states we are not required to effect any registration on behalf of the Stantonsregarding Stanton Registerable Shares if the request for registration covers an aggregate number of Stanton Registerable Shares having amarket value of less than $1.5 million. The agreement further states we are not required to effect such a registration for the Stantons wherewe have at that point previously filed two registration statements with the SEC, or where the registration would require us to undergo aninterim audit or prepare and file with the SEC sooner than otherwise required financial statements relating to the proposedtransaction. Finally, the agreement states we are not required to effect such a registration when in the opinion of our legal counsel aregistration is not required in order to permit resale under Rule 144 as adopted by the SEC pursuant to the Exchange Act.The Stanton Registration Rights Agreement provides that the first demand for registration by the Stantons must be for no less than 15% ofthe total number of Stanton Registerable Shares. However, the Stantons may take the opportunity to require us to include the StantonRegisterable Shares as incidental to a registered offering proposed by us.Duncan Leases. In 1991, we entered into a long-term capital lease agreement with a partnership in which Mr. Duncan held a 50%ownership interest. Mr. Duncan later sold that interest to an individual who later became his spouse. However, Mr. Duncan remains aguarantor on the note which was used to finance the acquisition of the property subject to the lease. The leased asset was capitalized in 1991at the owner's cost of $900,000 and the related obligation was recorded in the accompanying financial statements. The lease agreement wasamended in 2008, and we have increased our existing capital lease asset and liability by $1.3 million to record the extension of the capitallease. The amended lease terminates on September 30, 2026. The property consists of a building presently occupied by us. As ofDecember 31, 2012, the payments on the lease were $23,132 per month. They continue at that rate through September 2013. In October2013, the payments on the lease will increase to $23,932 per month. 105 In January 2001 we entered into an aircraft operating lease agreement with a company owned by GCI’s President and CEO. The lease wasamended several times, most recently on May 9, 2011. The amended lease agreement added the lease of a second aircraft. The lease term ofthe original aircraft could be terminated at any time upon 90 days written notice. This notice was provided and as of January 1, 2013, theoriginal aircraft lease, and its monthly rate of $45,000, ended. The lease term of the second aircraft may be terminated at any time upon 12months’ written notice. The monthly lease rate of the second aircraft is $132,000. In 2001, we paid a deposit of $1.5 million in connectionwith the lease. The deposit will be repaid to us no later than six months after the agreement terminates.Review Procedure for Transactions with Related Persons –The following describes our policies and procedures for the review, approval or ratification of transactions in which we are to be a participantand where the amount involved in each instance exceeds $120,000 and in which any related person had or is to have a direct or indirectmaterial interest ("Related Transactions"). Here, we use the term "related person" to mean any person who is one of our directors, anominee for director, an immediate family member of one of our directors or executive officers, any person who is a holder of five percent ormore of a class of our common stock, or any immediate family member of such a holder.A related person who is one of our officers, directors or employees ("Employee") is subject to our Ethics Code. The Ethics Code requires theEmployee to act in the best interest of the Company and to avoid situations which may conflict with this obligation. The code specificallyprovides that a conflict of interest occurs when an Employee's private interest interferes in any way with our interest. In the event anEmployee suspects such a conflict, or even an appearance of conflict, he or she is urged by the Ethics Code to report the matter to anappropriate authority. The Ethics Code, Nominating and Corporate Governance Committee Charter and the Audit Committee Charter definethat authority as being our Chief Financial Officer, the Nominating and Corporate Governance Committee, the Audit Committee (in thecontext of suspected illegal or unethical behavior-related violations pertaining to accounting, or internal controls on accounting or auditmatters), or the Employee's supervisor within the Company, as the case may be.The Ethics Code further provides that an Employee is prohibited from taking a personal interest in a business opportunity discovered throughuse of corporate position, information or property that properly belongs to us. The Ethics Code also provides that an Employee must notcompete with, and in particular, must not use corporate position, information, or property for personal gain or to compete with, us.The Ethics Code provides that any waiver of its provisions for our executive officers and directors may be made only by our board and mustbe promptly disclosed to our shareholders. This disclosure must include an identification of the person who received the waiver, the date ofthe grant of the waiver by our board, and a brief description of the circumstances and reasons under which it was given.The Ethics Code is silent as to the treatment of immediate family members of our Employees, holders of five percent or more of a class ofour stock, or the immediate family members of them. We consider such Related Transactions with such persons on a case-by-case basis, ifat all, by analogy to existing procedures as above described pertaining to our Employees.During 2012, there were no new Transactions with Related Persons. The leases described previously were entered into prior to theestablishment of the Ethics Code.Director IndependenceThe term Independent Director as used by us is an individual, other than one of our executive officers or employees, and other than anyother individual having a relationship which in the opinion of our board would interfere with the exercise of independent judgment in carryingout the responsibilities of a director. See "Part III – Item 10 – Audit Committee, Audit Committee Financial Expert."Mr. Brett, our Chairman of the Board, while in that capacity an officer under our Bylaws and responsible for the conduct of our boardmeetings and shareholder meetings when present, is considered by our board to have no greater influence on our affairs or authority to acton behalf of us than any of the non-executive directors on our board. 106 Our board believes each of its members satisfies the definition of an Independent Director, with the exception of Mr. Duncan who is an officerand employee of the Company. That is, in the case of all other board members, our board believes each of them is an individual having arelationship which does not interfere with the exercise of independent judgment in carrying out the member's director responsibilities to us.Item 14. Principal Accountant Fees and ServicesOverviewOn March 1, 2013, our Audit Committee approved the appointment of Grant Thornton as the Company’s External Accountant for 2013. Alsoon that date, our board ratified that appointment by the Audit Committee.Pre-Approval Policies and ProceduresWe have established as policy, through the adoption of the Audit Committee Charter that, before our External Accountant is engaged by us torender audit services, the engagement must be approved by the Audit Committee.Our Audit Committee Charter provides that our Audit Committee is directly responsible for appointment, compensation, retention, oversight,qualifications and independence of our External Accountant. Also under our Audit Committee Charter, all audit services provided by ourExternal Accountant must be pre-approved by the Audit Committee.Our pre-approval policies and procedures with respect to Non-Audit Services include as a part of the Audit Committee Charter that the AuditCommittee may choose any of the following options for approving such services:· Full Audit Committee – The full Audit Committee can consider each Non-Audit Service.· Designee – The Audit Committee can designate one of its members to approve a Non-Audit Service, with that memberreporting approvals to the full committee.· Pre-Approval of Categories – The Audit Committee can pre-approve categories of Non-Audit Services. Should thisoption be chosen, the categories must be specific enough to ensure both of the following –o The Audit Committee knows exactly what it is approving and can determine the effect of such approval on auditorindependence.o Management will not find it necessary to decide whether a specific service falls within a category of pre-approvedNon-Audit Service.The Audit Committee's pre-approval of Non-Audit Services may be waived under specific provisions of the Audit Committee Charter. Theprerequisites for waiver are as follows: (1) the aggregate amount of all Non-Audit Services constitutes not more than 5% of the total amount ofrevenue paid by us to our External Accountant during the fiscal year in which those services are provided; (2) the service is originally thoughtto be a part of an audit by our External Accountant; (3) the service turns out to be a Non-Audit Service; and (4) the service is promptly broughtto the attention of the Audit Committee and approved prior to completion of the audit by the committee or by one or more members of thecommittee who are members of our board to whom authority to grant such approvals has been delegated by the committee.During 2012, there were no waivers of our Audit Committee pre-approval policy. 107 Fees and ServicesThe aggregate fees billed to us by our External Accountant in each of these categories for each of 2012 and 2011 are set forth as follows:External Accountant Auditor FeesType of Fees 2012 2011 Audit Fees1 $1,660,909 $1,762,855 Audit-Related Fees2 29,846 29,846 Tax Fees3 54,964 105,873 All Other Fees4 --- --- Total $1,745,719 $1,898,574 1Consists of fees for our annual financial statement audit, quarterly financial statement reviews, reviews of other filings by us withthe SEC, audit of our internal control over financial reporting and for services that are normally provided by an auditor in connectionwith statutory and regulatory filings or engagements.2Consists of fees for audit of the GCI 401(k) Plan and review of the related annual report on Form 11-K filed with the SEC.3Consists of fees for review of our state and federal income tax returns and consultation on various tax advice and tax planningmatters.4Consists of fees for any services not included in the first three types of fees identified in the table. All of the services described above were approved in conformity with the Audit Committee's pre-approval policy. 108 Part IVItem 15. Exhibits, Consolidated Financial Statement Schedules (1) Consolidated Financial StatementsPage No. Included in Part II of this Report: Reports of Independent Registered Public Accounting Firm 110 Consolidated Balance Sheets, December 31, 2012 and 2011 112 Consolidated Income Statements, years ended December 31, 2012, 2011 and 2010 114 Consolidated Statements of Stockholders’ Equity, years ended December 31, 2012, 2011 and 2010 115 Consolidated Statements of Cash Flows, years ended December 31, 2012, 2011 and 2010 116 Notes to Consolidated Financial Statements 117 (2) Consolidated Financial Statement Schedules Schedules are omitted, as they are not required or are not applicable, or the required information is shown inthe applicable financial statements or notes thereto. (3) Exhibits 157 109 Report of Independent Registered Public Accounting FirmBoard of Directors and ShareholdersGeneral Communication, Inc.We have audited the accompanying consolidated balance sheets of General Communication, Inc. (an Alaska corporation) and subsidiaries(the “Company”) as of December 31, 2012 and 2011, and the related consolidated income statements and statements of stockholders’ equityand cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of theCompany’s management. Our responsibility is to express an opinion on these financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements arefree of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GeneralCommunication, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each ofthe three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States ofAmerica.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’sinternal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 8, 2013,expressed an unqualified opinion thereon.(signed) Grant Thornton LLPSeattle, WashingtonMarch 8, 2013 110 Report of Independent Registered Public Accounting FirmBoard of Directors and ShareholdersGeneral Communication, Inc.We have audited the internal control over financial reporting of General Communication, Inc. (an Alaska Corporation) and subsidiaries (the“Company”) as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effectiveinternal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in theaccompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on theCompany’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financialreporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based onthe assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our auditprovides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012,based on criteria established in Internal Control—Integrated Framework issued by COSO.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidatedbalance sheets of the Company as of December 31, 2012 and 2011, and the related consolidated income statements and statementsof stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2012, and our report, datedMarch 8, 2013, expressed an unqualified opinion on those financial statements.(signed) Grant Thornton LLPSeattle, WashingtonMarch 8, 2013 111 GENERAL COMMUNICATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in thousands) December 31, ASSETS 2012 2011 Current assets: Cash and cash equivalents $24,491 29,387 Receivables 150,436 141,827 Less allowance for doubtful receivables 3,215 5,796 Net receivables 147,221 136,031 Deferred income taxes 12,897 15,555 Prepaid expenses 8,441 7,899 Inventories 12,098 7,522 Other current assets 1,678 3,631 Total current assets 206,826 200,025 Property and equipment in service, net of depreciation 838,247 849,121 Construction in progress 94,418 42,918 Net property and equipment 932,665 892,039 Cable certificates 191,635 191,635 Goodwill 77,294 74,883 Wireless licenses 25,967 25,967 Restricted cash 30,933 15,910 Other intangible assets, net of amortization 16,560 15,835 Deferred loan and senior notes costs, net of amortization of $4,554 and $2,880 at December 31, 2012 and 2011, respectively 11,189 12,812 Other assets 13,453 17,214 Total other assets 367,031 354,256 Total assets $1,506,522 1,446,320 See accompanying notes to consolidated financial statements. (Continued) 112 GENERAL COMMUNICATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) (Amounts in thousands) December 31, LIABILITIES AND STOCKHOLDERS’ EQUITY 2012 2011 Current liabilities: Current maturities of obligations under long-term debt and capital leases $7,923 8,797 Accounts payable 52,384 41,353 Deferred revenue 25,218 22,003 Accrued payroll and payroll related obligations 19,440 22,126 Accrued interest 6,786 6,680 Accrued liabilities 15,242 11,423 Subscriber deposits 1,366 1,250 Total current liabilities 128,359 113,632 Long-term debt, net 875,123 858,031 Obligations under capital leases, excluding current maturities 72,725 78,605 Obligation under capital lease due to related party, excluding current maturity 1,892 1,893 Deferred income taxes 123,661 114,234 Long-term deferred revenue 89,815 81,822 Other liabilities 25,511 24,456 Total liabilities 1,317,086 1,272,673 Commitments and contingencies Stockholders’ equity: Common stock (no par): Class A. Authorized 100,000 shares; issued 38,534 and 39,296 shares at December 31, 2012 and 2011, respectively; outstanding 38,357 and 39,043shares at December 31, 2012 and 2011, respectively 22,703 26,179 Class B. Authorized 10,000 shares; issued and outstanding 3,169 and 3,171 shares at December 31, 2012 and 2011, respectively; convertible on ashare-per-share basis into Class A common stock 2,676 2,679 Less cost of 177 and 253 Class A common shares held in treasury at December 31, 2012 and 2011, respectively (1,617) (2,225)Paid-in capital 25,832 32,795 Retained earnings 107,584 97,911 Total General Communication, Inc. stockholders' equity 157,178 157,339 Non-controlling interests 32,258 16,308 Total stockholders’ equity 189,436 173,647 Total liabilities and stockholders’ equity $1,506,522 1,446,320 See accompanying notes to consolidated financial statements. 113 GENERAL COMMUNICATION, INC. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS YEARS ENDED DECEMBER 2012, 2011, AND 2010 (Amounts in thousands, except per share amounts) 2012 2011 2010 Revenues $710,181 679,381 651,250 Cost of goods sold (exclusive of depreciation and amortization shown separately below) 247,501 227,399 207,817 Selling, general and administrative expenses 243,248 235,521 228,808 Depreciation and amortization expense 130,452 125,937 126,699 Operating income 88,980 90,524 87,926 Other income (expense): Interest expense (including amortization of deferred loan fees) (67,747) (68,258) (70,329)Loss on extinguishment of debt - (9,111) - Other 17 (264) 261 Other expense, net (67,730) (77,633) (70,068) Income before income tax expense 21,250 12,891 17,858 Income tax expense 12,088 7,405 9,248 Net income 9,162 5,486 8,610 Net loss attributable to non-controlling interests 511 238 - Net income attributable to General Communication, Inc. $9,673 5,724 8,610 Basic net income attributable to General Communication, Inc. common stockholders per Class A common share $0.23 0.13 0.16 Basic net income attributable to General Communication, Inc. common stockholders per Class B common share $0.23 0.13 0.16 Diluted net income attributable to General Communication, Inc. common stockholders per Class A common share $0.23 0.12 0.16 Diluted net income attributable to General Communication, Inc. common stockholders per Class B common share $0.23 0.12 0.16 See accompanying notes to consolidated financial statements. 114 GENERAL COMMUNICATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 Class ACommonStock Class BCommonStock Class Aand BSharesHeld inTreasury Paid-inCapital RetainedEarnings Non-controllingInterests TotalStockholders’Equity (Amounts inthousands)Balances at January1, 2010 $150,911 2,684 (2,339) 30,410 83,589 - 265,255 Net income - - - - 8,610 - 8,610 Common stockrepurchases and retirements (80,901) - 94 - - - (80,807)Shares issued understock option plan 659 - - - - - 659 Issuance of restrictedstock awards (1,280) - - 1,280 - - - Share-basedcompensation expense - - - 5,385 - - 5,385 Other 7 (7) (4) - 1 - (3)Balances at December31, 2010 69,396 2,677 (2,249) 37,075 92,200 - 199,099 Net income - - - - 5,724 (238) 5,486 Common stockrepurchases and retirements (55,685) - 24 - - - (55,661)Shares issued understock option plan 947 - - - - - 947 Issuance of restrictedstock awards 11,523 - - (11,523) - - - Share-basedcompensation expense - - - 7,243 - - 7,243 Investment by non-controlling interest - - - - - 16,546 16,546 Other (2) 2 - - (13) - (13)Balances at December31, 2011 26,179 2,679 (2,225) 32,795 97,911 16,308 173,647 Net income - - - - 9,673 (511) 9,162 Common stockrepurchases and retirements (17,701) - 90 - - - (17,611)Shares issued understock option plan 2,118 - - - - - 2,118 Issuance of restrictedstock awards 12,104 - - (12,104) - - - Share-basedcompensation expense - - - 5,072 - - 5,072 Issuance of treasuryshares related to deferredcompensation payment - - 511 69 - - 580 Investment by non-controlling interests - - - - - 16,461 16,461 Other 3 (3) 7 - - - 7 Balances at December31, 2012 $22,703 2,676 (1,617) 25,832 107,584 32,258 189,436 See accompanying notes to consolidated financial statements. 115 GENERAL COMMUNICATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 (Amounts in thousands) 2012 2011 2010 Cash flows from operating activities: Net income $9,162 5,486 8,610 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 130,452 125,937 126,699 Loss on extinguishment of debt - 9,111 - Deferred income tax expense 12,088 7,405 9,248 Share-based compensation expense 5,040 6,620 6,733 Other noncash income and expense items 6,651 8,555 6,725 Change in operating assets and liabilities (10,610) (28,680) 13,244 Net cash provided by operating activities 152,783 134,434 171,259 Cash flows from investing activities: Purchases of property and equipment (146,038) (177,090) (96,194)Restricted cash (25,244) (16,621) - Grant proceeds 10,403 35,060 - Purchases of other assets and intangible assets (6,152) (5,423) (4,712)Purchase of businesses, net of cash received (1,874) (352) (5,545)Insurance proceeds - 233 990 Purchase of marketable securities - - (202)Proceeds from sale of marketable securities - - 941 Net cash used in investing activities (168,905) (164,193) (104,722)Cash flows from financing activities: Borrowing on Senior Credit Facility 70,000 142,000 30,000 Repayment of debt and capital lease obligations (64,540) (429,626) (35,974)Purchase of treasury stock to be retired (17,611) (55,661) (80,807)Investment by non-controlling interests 16,461 16,546 - Borrowing of other long-term debt 4,729 35,201 6,206 Proceeds from stock option exercises 2,118 947 659 Issuance of Senior Notes - 325,000 - Payment of Senior Notes call premiums - (4,728) - Payment of debt issuance costs - (3,603) (2,300)Other 69 - (27)Net cash provided by (used in) financing activities 11,226 26,076 (82,243)Net decrease in cash and cash equivalents (4,896) (3,683) (15,706)Cash and cash equivalents at beginning of period 29,387 33,070 48,776 Cash and cash equivalents at end of period $24,491 29,387 33,070 See accompanying notes to consolidated financial statements. 116 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements(1) Business and Summary of Significant Accounting PrinciplesIn the following discussion, General Communication, Inc. (“GCI”) and its direct and indirect subsidiaries are referred to as “we,” “us”and “our.” (a)BusinessGCI, an Alaska corporation, was incorporated in 1979. We offer the following services primarily in Alaska:· Postpaid and prepaid wireless telephone services and sale of wireless telephone handsets and accessories,· Video services throughout Alaska,· Internet access services,· Wireless roaming for certain wireless carriers and origination and termination of wireline traffic in Alaska for certaincommon carriers,· Competitive and incumbent local access services throughout Alaska,· Long-distance telephone service,· Data network services,· Broadband services, including our SchoolAccess® offering to rural school districts, our ConnectMD® offering to ruralhospitals and health clinics, and managed video conferencing,· Managed services to certain commercial customers,· Sales and service of dedicated communications systems and related equipment, and· Lease, service arrangements and maintenance of capacity on our fiber optic cable systems used in the transmission ofservices within Alaska and between Alaska and the remaining United States and foreign countries. (b)Principles of ConsolidationOur consolidated financial statements include the consolidated accounts of GCI and its wholly owned subsidiaries, as well asfour variable interest entities (“VIEs”) for which we are the primary beneficiary after providing certain loans andguarantees. These VIEs are Terra GCI Investment Fund, LLC (“TIF”), Terra GCI 2 Investment Fund, LLC (“TIF 2”), Terra GCI2-USB Investment Fund, LLC (“TIF 2-USB”) and Terra GCI 3 Investment Fund, LLC (“TIF 3”). TIF became a VIE on August30, 2011. TIF 2 and TIF 2-USB became VIEs on October 3, 2012. TIF 3 became a VIE on December 11, 2012. We also includein our consolidated financial statements non-controlling interests in consolidated subsidiaries for which our ownership is lessthan 100 percent. All significant intercompany transactions between non-regulated affiliates of our company areeliminated. Intercompany transactions generated between regulated and non-regulated affiliates of our company are noteliminated in consolidation. (c)Non-controlling InterestsNon-controlling interests represent the equity ownership interests in consolidated subsidiaries not owned by us. Non-controllinginterests are adjusted for contributions, distributions, and earnings (loss) attributable to the non-controlling interest partners ofthe consolidated entities. Income and loss is allocated to the non-controlling interests based on the respective partnershipagreements. (d)Recently Issued Accounting PronouncementsAccounting Standards Update (“ASU”) 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-LivedIntangible Assets for Impairment” allows an entity to assess qualitative factors (such as changes in management, keypersonnel, strategy, key technology or customers) to determine if it is more likely than not that an indefinite-lived intangible assetis impaired and thus whether it is necessary to perform the quantitative impairment test in accordance with generally acceptedaccounting principles in the United States of America (“GAAP”). The updated guidance is effective for the quarter ending March31, 2013. Early adoption was permitted. The adoption of this guidance is not expected to have a material effect on our incomestatements, financial position or cash flows. 117 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsASU 2012-04, “Technical Corrections and Improvements” includes amendments that cover a wide range of topics in theAccounting Standards Codification (“ASC”). These amendments include technical corrections and improvements to the ASCand conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscalperiods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on ourincome statements, financial position or cash flows. (e)Recently Adopted Accounting PronouncementsASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SECStaff Accounting Bulletin (“SAB”) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and CorrectionsRelated to FASB Accounting Standards Update 2010-22 (SEC Update)” amends various Securities and Exchange Commission(“SEC”) paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 on August 27, 2012, did not have amaterial impact on our income statements, financial position or cash flows.ASU 2011-08, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment” allows an entity to first assessqualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Underthese amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines,based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Theamendments include a number of events and circumstances for an entity to consider in conducting the qualitativeassessment. The adoption of ASU 2011-08 on January 1, 2012, did not have a material impact on our income statements,financial position or cash flows.ASU 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement andDisclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)” amended current guidanceto achieve common fair value measurement and disclosure requirements in GAAP and IFRS. The amendments generallyrepresent clarification of Financial Accounting Standards Board ASC Topic 820, but also include instances where a particularprinciple or requirement for measuring fair value or disclosing information about fair value measurements has changed. Theadoption of ASU 2011-04 on January 1, 2012, did not have a material impact on our income statements, financial position orcash flows. (f)Regulatory AccountingWe account for our regulated operations in accordance with the accounting principles for regulated enterprises. This accountingrecognizes the economic effects of rate regulation by recording cost and a return on investment as such amounts are recoveredthrough rates authorized by regulatory authorities. Accordingly, plant and equipment is depreciated over lives approved byregulators and certain costs and obligations are deferred based upon approvals received from regulators to permit recovery ofsuch amounts in future years. Our cost studies and depreciation rates for our regulated operations are subject to periodic auditsthat could result in a change to recorded revenues. (g)Earnings per Common ShareWe compute net income per share of Class A and Class B common stock using the “two class” method. Therefore, basic netincome per share is computed by dividing net income applicable to common stockholders by the weighted average number ofcommon shares outstanding during the period. Diluted net income per share is computed by dividing net income by theweighted average number of common and dilutive common equivalent shares outstanding during the period. The computationof the dilutive net income per share of Class A common stock assumes the conversion of Class B common stock to Class Acommon stock, while the dilutive net income per share of Class B common stock does not assume the conversion of thoseshares. Additionally, in applying the “two-class” method, undistributed earnings are allocated to both common shares andparticipating securities. Our restricted stock grants are entitled to dividends and meet the criteria of a participating security. 118 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsUndistributed earnings for each year are allocated based on the contractual participation rights of Class A and Class B commonshares as if the earnings for the year had been distributed. In accordance with our Articles of Incorporation, if and whendividends are declared on our common stock in accordance with Alaska corporate law, equivalent dividends shall be paid withrespect to the shares of Class A and Class B common stock. Both classes of common stock have identical dividend rights andwould therefore share equally in our net assets in the event of liquidation. As such, we have allocated undistributed earnings ona proportionate basis. Earnings per common share (“EPS”) and common shares used to calculate basic and diluted EPS consist of the following(amounts in thousands, except per share amounts): Year Ended December 31, 2012 Class A Class B Basic net income per share: Numerator: Allocation of undistributed earnings $8,938 735 Denominator: Weighted average common shares outstanding 38,560 3,170 Basic net income attributable to GCI common stockholders per common share $0.23 0.23 Diluted net income per share: Numerator: Allocation of undistributed earnings for basic computation $8,938 735 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 735 - Reallocation of undistributed earnings as a result of conversion of dilutive securities - (8)Effect of share based compensation that may be settled in cash or shares (13) - Net income adjusted for allocation of undistributed earnings $9,660 727 Denominator: Number of shares used in basic computation 38,560 3,170 Conversion of Class B to Class A common shares outstanding 3,170 - Effect of share based compensation that may be settled in cash or shares 158 - Unexercised stock options 231 - Number of shares used in per share computation 42,119 3,170 Diluted net income attributable to GCI common stockholders per common share $0.23 0.23 119 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements Years Ended December 31, 2011 2010 Class A Class B Class A Class B Basic net income per share: Numerator: Allocation of undistributed earnings $5,323 401 $8,095 515 Denominator: Weighted average common shares outstanding 42,175 3,175 50,076 3,183 Basic net income attributable to GCI common stockholders per common share $0.13 0.13 $0.16 0.16 Diluted net income per share: Numerator: Allocation of undistributed earnings for basic computation $5,323 401 $8,095 515 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 401 - 515 - Reallocation of undistributed earnings as a result of conversion of dilutive securities - (30) - (2)Effect of share based compensation that may be settled in cash or shares (367) - - - Net income adjusted for allocation of undistributed earnings and effectof share based compensation that may be settled in cash or shares $5,357 371 $8,610 513 Denominator: Number of shares used in basic computation 42,175 3,175 50,076 3,183 Conversion of Class B to Class A common shares outstanding 3,175 - 3,183 - Unexercised stock options 322 - 167 - Effect of share based compensation that may be settled in cash or shares 217 - - - Number of shares used in per share computation 45,889 3,175 53,426 3,183 Diluted net income attributable to GCI common stockholders per common share $0.12 0.12 $0.16 0.16 Weighted average shares associated with outstanding share awards for the years ended December 31, 2012, 2011 and 2010which have been excluded from the computations of diluted EPS, because the effect of including these share awards would havebeen anti-dilutive, consist of the following (shares, in thousands): Years Ended December 31, 2012 2011 2010 Shares associated with anti-dilutive unexercised stock options 88 38 460 Share-based compensation that may be settled in cash or shares, the effect of which is anti-dilutive - - 217 120 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsShares associated with contingent awards for the years ended December 31, 2012, 2011 and 2010, which have been excludedfrom the computations of diluted EPS because the contingencies of these awards have not been met at December 31, 2012,2011 and 2010, consist of the following (shares in thousands): Years Ended December 31, 2012 2011 2010 Shares associated with contingent awards 58 34 50 (h)Common StockFollowing are the changes in issued common stock for the years ended December 31, 2012, 2011 and 2010 (shares, inthousands): Class A Class B Balances at January 1, 2010 51,899 3,186 Class B shares converted to Class A 8 (8)Shares issued upon stock option exercises 116 - Share awards issued 336 - Shares retired (8,012) - Shares acquired to settle minimum statutory tax withholding requirements (2) - Other (132) - Balances at December 31, 2010 44,213 3,178 Class B shares converted to Class A 7 (7)Shares issued upon stock option exercises 163 - Share awards issued 460 - Shares retired (5,244) - Shares acquired to settle minimum statutory tax withholding requirements (287) - Other (16) - Balances at December 31, 2011 39,296 3,171 Class B shares converted to Class A 2 (2)Shares issued upon stock option exercises 320 - Share awards issued 731 - Shares retired (1,469) - Shares acquired to settle minimum statutory tax withholding requirements (337) - Other (9) - Balances at December 31, 2012 38,534 3,169 GCI’s Board of Directors has authorized a common stock buyback program for the repurchase of GCI’s Class A and Class Bcommon stock in order to reduce the outstanding shares of Class A and Class B common stock. In October 2010, GCI’s Boardof Directors approved an increase to the common stock buyback plan. Under the amended plan, we were authorized torepurchase up to $100.0 million worth of GCI common stock. In December 2010, GCI’s Board of Directors approved anadditional $100.0 million increase to the stock buyback plan. We are authorized to increase our repurchase limit $5.0 million perquarter indefinitely and to use stock option exercise proceeds to repurchase additional shares. If stock repurchases are less thanthe total approved quarterly amount the difference may be carried forward and used to repurchase additional shares in futurequarters. The cost of the repurchased common stock reduced Common Stock on our Consolidated Balance Sheets. 121 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements On October 21, 2010, we entered into a stock purchase agreement with Arctic Slope Regional Corporation (“ASRC”), pursuant towhich GCI repurchased 7,486,240 shares of GCI’s Class A common stock for $10.16 per share, representing a total purchase priceof $76.0 million. Prior to the repurchase ASRC was a related party.During the years ended December 31, 2012, 2011 and 2010 we repurchased 1.5 million, 5.2 million and 8.0 million shares,respectively, of our Class A common stock under the stock buyback program at a cost of $14.0 million, $52.6 million and $80.8million, respectively. Under this program we are currently authorized to make up to $101.0 million of repurchases as ofDecember 31, 2012. The repurchased stock was constructively retired as of December 31, 2012.We expect to continue the repurchases for an indefinite period dependent on leverage, liquidity, company performance, andmarket conditions and subject to continued oversight by GCI’s Board of Directors. The open market repurchases have compliedand will continue to comply with the restrictions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. (i)Redeemable Preferred Stock We have 1,000,000 shares of preferred stock authorized with no shares issued and outstanding at years ended December 31,2012, 2011 and 2010. (j)Treasury StockWe account for treasury stock purchased for general corporate purposes under the cost method and include treasury stock as acomponent of Stockholders’ Equity. Treasury stock purchased with intent to retire (whether or not the retirement is actuallyaccomplished) is charged to Class A or Class B Common Stock. (k)Cash EquivalentsCash equivalents consist of certificates of deposit which have an original maturity of three months or less at the date acquired and are readilyconvertible into cash. (l)Accounts Receivable and Allowance for Doubtful ReceivablesTrade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful receivables isour best estimate of the amount of probable credit losses in our existing accounts receivable. We base our estimates on the agingof our accounts receivable balances, financial health of specific customers, regional economic data, changes in our collectionsprocess, regulatory requirements and our customers’ compliance with Universal Service Administrative Company ("USAC")rules. We review our allowance for doubtful receivables methodology at least annually. Depending upon the type of account receivable our allowance is calculated using a pooled basis with an allowance for all accounts greater than120 days past due or a specific identification method. When a specific identification method is used, potentially uncollectible accountsdue to bankruptcy or other issues are reviewed individually for collectability. Account balances are charged off againstthe allowance when we feel it is probable the receivable will not be recovered. We do not have any off-balance-sheet creditexposure related to our customers. 122 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (m)InventoriesWireless handset inventories are stated at the lower of cost or market (net realizable value). Cost is determined using the average cost method.Handset costs in excess of the revenues generated from handset sales, or handset subsidies, are expensed at the time of sale. We donot recognize the expected handset subsidies prior to the time of sale because the promotional discount decision is made at thepoint of sale and/or because we expect to recover the handset subsidies through service revenue. Inventories of other merchandise for resale and parts are stated at the lower of cost or market. Cost is determined using theaverage cost method. (n)Property and EquipmentProperty and equipment is stated at cost. Construction costs of facilities are capitalized. Equipment financed under capital leases is recorded atthe lower of fair market value or the present value of future minimum lease payments at inception of the lease. Construction inprogress represents transmission equipment and support equipment and systems not placed in service on December 31,2012, that management intends to place in service during 2013 and 2014. Depreciation is computed using the straight-line method based upon the shorter of the estimated useful lives of the assets or the lease term, ifapplicable, in the following ranges: Asset CategoryAsset LivesTelephony transmission equipment and distribution facilities5-20 yearsFiber optic cable systems15-25 yearsCable transmission equipment and distribution facilities5-30 yearsSupport equipment and systems3-20 yearsTransportation equipment5-13 yearsProperty and equipment under capital leases12-20 yearsBuildings25 yearsCustomer premise equipment2-20 yearsAmortization of property and equipment under capital leases is included in Depreciation and Amortization Expense on theConsolidated Income Statements.Repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments are capitalized.Accumulated depreciation is removed and gains or losses are recognized at the time of sales or other dispositions of property andequipment. (o)Intangible Assets and GoodwillGoodwill, cable certificates (certificates of convenience and public necessity) and wireless licenses are not amortized. Cablecertificates represent certain perpetual operating rights to provide cableservices. Wireless licenses represent the right to utilize certain radio frequency spectrum to provide wireless communicationsservices. Goodwill represents the excess of cost over fair value of netassets acquired in connection with a business acquisition. Goodwill is not allocated to our reportable segments as our ChiefOperating Decision Maker does not review a balance sheet by reportablesegment to make decisions about resource allocation or evaluate reportable segment performance, however, goodwill isallocated to our reporting units for the sole purpose of the annual impairment test.All other amortizable intangible assets are being amortized over 2 to 20 year periods using the straight-line method. 123 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (p)Impairment of Intangibles, Goodwill, and Long-lived AssetsCable certificates and wireless license assets are treated as indefinite-lived intangible assets and are tested annually forimpairment or more frequently if events and circumstances indicate that the asset might be impaired. We chose not to earlyadopt ASU No. 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets forImpairment,” which would have allowed us first to assess qualitative factors (“Step Zero”) in our annual test over our indefinite-lived intangible assets other than goodwill. The impairment test for identifiable indefinite-lived intangible assets other thangoodwill consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying valueof the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. After animpairment loss is recognized, the adjusted carrying amount of the asset becomes its new accounting basis. Impairment testingof our cable certificate and wireless license assets as of October 31, 2012 and 2011, used a direct discounted cash flowmethod. This approach requires us to make estimates and assumptions including projected cash flows and discountrates. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized andalso the magnitude of any such impairment charge.Our goodwill is tested annually for impairment, and is tested for impairment more frequently if events and circumstancesindicate that the assets might be impaired. In our annual test over goodwill we are allowed to use Step Zero to determinewhether it is more likely than not that goodwill is impaired. We chose not to apply Step Zero and instead went straight toassessing for goodwill impairment using the traditional quantitative two-step process. The first step of the quantitative goodwillimpairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carryingamount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment testcompares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amountof the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amountequal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that wouldbe recognized in a business combination. We use an income approach to determine the fair value of our reporting units forpurposes of our goodwill impairment test. In addition, a market-based approach is used where possible to corroborate the fairvalues determined by the income approach. The income approach requires us to make estimates and assumptions includingprojected cash flows and discount rates. These estimates and assumptions could have a significant impact on whether animpairment charge is recognized and also the magnitude of any such impairment charge. We completed our annual review and no impairment charge was recorded for the years ended December 31, 2012, 2011 or2010.Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed forimpairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not berecoverable. Recoverability of an asset group to be held and used is measured by a comparison of the carrying amount of anasset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount ofan asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount bywhich the carrying amount of the asset group exceeds the fair value of the asset group. (q)Amortization and Write-off of Loan FeesDebt issuance costs are deferred and amortized using the effective interest method. If a refinancing or amendment of a debtinstrument is a substantial modification, all or a portion of the applicable debt issuance costs are written off. If a debt instrumentis repaid prior to the maturity date we will write-off a proportional amount of debt issuance costs. (r)Other Assets Other Assets primarily include long-term deposits, prepayments, and non-trade accounts receivable. 124 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (s)Asset Retirement ObligationsWe record the fair value of a liability for an asset retirement obligation in the period in which it is incurred in Other Liabilities onthe Consolidated Balance Sheets if the fair value of the liability can be reasonably estimated. When the liability is initiallyrecorded, we capitalize a cost by increasing the carrying amount of the related long-lived asset. In periods subsequent to initialmeasurement, period-to-period changes in the liability for an asset retirement obligation resulting from revisions to either thetiming or the amount of the original estimate of undiscounted cash flows are recognized. Over time, the liability is accreted to itspresent value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of theliability, we either settle the obligation for its recorded amount or incur a gain or loss upon settlement.The majority of our asset retirement obligations are the estimated cost to remove telephony transmission equipment andsupport equipment from leased property. Following is a reconciliation of the beginning and ending aggregate carrying amountsof our liability for asset retirement obligations (amounts in thousands):Balance at December 31, 2010 $14,035 Liability incurred 613 Accretion expense 619 Liability settled (44)Balance at December 31, 2011 15,223 Liability incurred 660 Accretion expense 508 Liability settled (111)Balance at December 31, 2012 $16,280 During the years ended December 31, 2012 and 2011, we recorded additional capitalized costs of $660,000 and $613,000,respectively, in Property and Equipment in Service, Net of Depreciation.Certain of our network facilities are on property that requires us to have a permit and the permit contains provisions requiring usto remove our network facilities in the event the permit is not renewed. We expect to continually renew our permits andtherefore cannot estimate any liabilities associated with such agreements. A remote possibility exists that we would not be ableto successfully renew a permit, which could result in us incurring significant expense in complying with restoration or removalprovisions. (t)Revenue Recognition All revenues are recognized when the earnings process is complete. Revenue recognition is as follows:· Revenues generated from long-distance service usage and plan fees, Internet service excess usage, and managedservices are recognized when the services are provided,· We recognize unbilled revenues when the service is provided based upon minutes of use processed, and/or establishedrates, net of credits and adjustments,· Video service package fees, local access and Internet service plan fees, and data network revenues are billed inadvance, recorded as Deferred Revenue on the balance sheet, and are recognized as the associated service is provided, 125 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements· Certain of our wireless services offerings have been determined to be revenue arrangements with multiple deliverables.Revenues are recognized as each element is earned based on objective evidence regarding the relative fair value of eachelement and when there are no undelivered elements that are essential to the functionality of the delivered elements.Revenues generated from wireless service usage and plan fees are recognized when the services are provided.Revenues generated from the sale of wireless handsets and accessories are recognized when title to the handset andaccessories passes to the customer. As the non-refundable, up-front activation fee charged to the customer does notmeet the criteria as a separate unit of accounting, we allocate the additional arrangement consideration received fromthe activation fee to the handset (the delivered item) to the extent that the aggregate handset and activation fee proceedsdo not exceed the fair value of the handset. Any activation fees not allocated to the handset would be deferred uponactivation and recognized as service revenue on a straight-line basis over the expected customer relationship period,· The majority of our equipment sale transactions involve the sale of communications equipment with no other servicesinvolved. Such equipment is subject to standard manufacturer warranties and we do not manufacture any of theequipment we sell. In such instances the customer takes title to the equipment generally upon delivery. We recognizerevenue for such transactions when title passes to the customer and the revenue is earned and realizable. On certainoccasions we enter into agreements to sell and satisfactorily install or integrate telecommunications equipment for afixed fee. Customers may have refund rights if the installed equipment does not meet certain performance criteria. Wedefer revenue recognition until we have received customer acceptance per the contract or agreement, and all otherrequired revenue recognition elements have been achieved. Revenues from contracts with multiple elementarrangements, such as those including installation and integration services, are recognized as each element is earnedbased on objective evidence regarding the relative fair value of each element and when there are no undeliveredelements that are essential to the functionality of the delivered elements,· Technical services revenues are derived primarily from maintenance contracts on equipment and are recognized on aprorated basis over the term of the contracts,· We account for fiber capacity Indefeasible Right to Use ("IRU") agreements as an operating lease or servicearrangement and we defer the revenue and recognize it ratably over the life of the IRU or as service is rendered,· Access revenue is recognized when earned. We participate in access revenue pools with other telephonecompanies. Such pools are funded by toll revenue and/or access charges regulated by the Regulatory Commission ofAlaska ("RCA") within the intrastate jurisdiction and the Federal Communications Commission (“FCC”) within theinterstate jurisdiction. Much of the interstate access revenue is initially recorded based on estimates. These estimatesare derived from interim financial information, available separation studies and the most recent information availableabout achieved rates of return. These estimates are subject to adjustment in future accounting periods as additionalinformation becomes available. To the extent that a dispute arises over revenue settlements, our policy is to deferrevenue recognition until the dispute is resolved,· We receive grant revenue for the purpose of building communication infrastructure in rural areas. We defer the revenueand recognize it over the life of the asset that was constructed using grant funds, and· Other revenues are recognized when the service is provided. 126 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsAs an Eligible Telecommunications Carrier ("ETC"), we receive support from the Universal Service Fund ("USF") to support theprovision of wireline local access and wireless service in high cost areas. On November 29, 2011, the FCC published a finalrule to reform the methodology for distributing USF high cost support for voice and broadband services, as well as to the accesscharge regime for terminating traffic between carriers (“High Cost Order”). The High Cost Order defined the division of supportto Alaska between Urban and Remote areas. The High Cost Order was a significant program change that required areassessment of our high cost support revenue recognition.Prior to the High Cost Order program changes we accrued Remote and Urban estimated program revenue quarterly based oncurrent line counts, the most current rates paid to us, our assessment of the impact of current FCC regulations, and ourassessment of the potential outcome of FCC proceedings. Our estimated accrued revenue was subject to our judgmentregarding the outcome of many variables and was subject to upward or downward adjustments in subsequent periods.Remote High Cost SupportThe High Cost Order mandated that as of January 1, 2012, the annual available Remote high cost support is based upon thetotal 2011 support disbursed to all subject Competitive Eligible Telecommunications Carriers (“CETCs”) (“Statewide SupportCap”). On January 1, 2012, the per line rates paid in the Remote areas were mandated and frozen by the USF and cannotexceed $250 per line per month on a study area basis. Line count growth that causes the Statewide Support Cap to be exceededtriggers a pro rata support payment reduction to all subject Alaska CETCs until the support is reduced to the Statewide SupportCap amount.In the Third Order on Reconsideration issued in May 2012 the FCC determined that Remote support will continue to be basedon line counts until June 30, 2014, or the last full month prior to the establishment of a successor funding mechanism. If asuccessor funding mechanism is operational on July 1, 2014, a 20% annual phase down will commence decreasing support20% each annual period until no support is paid starting July 1, 2018. If a successor funding mechanism is not operational onJuly 1, 2014, the phase down will not begin and the subject CETCs will continue to receive per-line based support (subject to theStatewide Support Cap) until a successor funding mechanism is operational. A subject CETC may not receive both phase downsupport and support from a successor funding mechanism; one program or the other must be selected. At this time we cannotpredict the likelihood of a successor funding mechanism being operational on July 1, 2014, nor can we predict whether we canor will participate in a successor funding mechanism.As a result of the High Cost Order program changes for the areas designated Remote by the FCC, beginning in the fourthquarter of 2011 we accrue estimated program revenue based on current line counts and the rates mandated and frozen by theFCC, reduced as needed by our estimate of the impact of the Statewide Support Cap. When determining the estimated programrevenue accrual we also consider our assessment of the impact of current FCC regulations and of the potential outcome of FCCproceedings. Our estimated accrued revenue is subject to our judgment regarding the outcome of many variables and is subjectto upward or downward adjustment in subsequent periods.Urban High Cost SupportThe High Cost Order mandated that as of January 1, 2012, Urban high cost support payments are frozen at the monthlyaverage of the subject CETC’s 2011 annual support. A 20% annual phase down commenced July 1, 2012, decreasing support20% each annual period until no support is paid starting July 1, 2016. If a successor funding mechanism is not operational onJuly 1, 2014, the phase down will stop at 60% and the subject CETCs will continue to receive annual support payments at the60% level until a successor funding mechanism is operational. Urban high cost support is no longer dependent upon linecounts. 127 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsAs a result of the High Cost Order program changes for the areas designated as Urban by the FCC we apply the proportionalperformance revenue recognition method to account for the impact of the declining payments while our level of service providedand associated costs remain constant. Included in the calculation are the scheduled Urban high cost support payments fromOctober 2011 through June 2014 net of our Urban accounts receivable balance at September 30, 2011. An equal amount of thisresult is recognized as Urban support revenue each period. At this time we cannot predict the likelihood of a successor fundingmechanism being operational on July 1, 2014; therefore we have not included projected support payments beyond June 2014.For both Remote and Urban high cost support revenue our ability to collect our accrued USF support is contingent uponcontinuation of the USF program and upon our eligibility to participate in that program, which is subject to change by futureregulatory, legislative or judicial actions. We adjust revenue and the account receivable in the period the FCC makes a programchange or we assess the likelihood that such a change has increased or decreased revenue. We do not recognize revenue untilour ETC status has been approved by the RCA.We recorded high cost support revenue under the USF program of $42.8 million, $48.8 million and $51.7 million for the yearsended December 31, 2012, 2011 and 2010, respectively. At December 31, 2012, we have $32.0 million and $3.6 million inRemote and Urban high cost accounts receivable, respectively. (u)Advertising Expense We expense advertising costs in the period during which the first advertisement appears. Advertising expenses were $4.9million, $4.2 million and $4.3 million for the years ended December 31, 2012, 2011 and 2010, respectively. (v)LeasesScheduled operating lease rent increases are amortized over the expected lease term on a straight-line basis. Rent holidays arerecognized on a straight-line basis over the operating lease term (including any rent holiday period).Leasehold improvements are amortized over the shorter of their economic lives or the lease term. We may amortize a leaseholdimprovement over a term that includes assumption of a lease renewal if the renewal is reasonably assured. Leaseholdimprovements acquired in a business combination are amortized over the shorter of the useful life of the assets or a term thatincludes required lease periods and renewals that are deemed to be reasonably assured at the date of acquisition. Leaseholdimprovements that are placed in service significantly after and are not contemplated at or near the beginning of the lease termare amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that aredeemed to be reasonably assured at the date the leasehold improvements are purchased. Leasehold improvements made by usand funded by landlord incentives or allowances under an operating lease are recorded as deferred rent and amortized asreductions to lease expense over the lease term. (w)Interest Expense Material interest costs incurred during the construction period of non-software capital projects are capitalized. Interest costs incurredduring the development period of a software capital project are capitalized. Interest is capitalized in the period commencing with thefirst expenditure for a qualifying capital project and ending when the capital project is substantially complete and ready for its intendeduse. We capitalized interest costs of $2.8 million, $3.7 million and $1.1 million during the years ended December 31, 2012, 2011and 2010, respectively. 128 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (x)Income TaxesIncome taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for their futuretax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities andtheir respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxableearnings in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance isrecognized if it is more likely than not that some portion or the entire deferred tax asset will not be realized. (y)Share-based Payment ArrangementsWe currently use the Black-Scholes-Merton option-pricing model to value stock options granted to employees. We use thesevalues to recognize stock compensation expense for stock options. Compensation expense is recognized in the financialstatements for share-based awards based on the grant date fair value of those awards. Share-based compensation expenseincludes an estimate for pre-vesting forfeitures and is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. See Note 9, “Stockholders’ Equity” of this Form 10-K forinformation on the assumptions we used to calculate the fair value of share-based compensation. We are required to report the benefits associated with tax deductions in excess of recognized compensation cost as a financingcash flow rather than as an operating cash flow. (z)Stock Awards Issued for Non-employee ServicesStock awards issued in exchange for non-employee services are accounted for based upon the fair value of the consideration orservices received or the fair value of the equity instruments issued using the Black-Scholes-Merton method, whichever is morereliably measurable. The fair value determined using these principles is charged to operating expense over the shorter of the term for which non-employee services are provided, if stated, or the stock award vesting period. (aa)Use of EstimatesThe preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates andassumptions include the allowance for doubtful receivables, unbilled revenues, accrual of the USF high cost Remote areaprogram support, share-based compensation, inventory at lower of cost or market, reserve for future customer credits, liability forincurred but not reported medical insurance claims, valuation allowances for deferred income tax assets, depreciable andamortizable lives of assets, the carrying value of long-lived assets including goodwill, cable certificates and wireless licenses, oureffective tax rate, purchase price allocations, deferred lease expense, asset retirement obligations, the accrual of Cost of GoodsSold, depreciation and the accrual of contingencies and litigation. Actual results could differ from those estimates.The accounting estimates related to revenues from the USF high cost Remote area program are dependent on various inputsincluding our estimate of the Statewide Support Cap, our assessment of the impact of new FCC regulations, and the potentialoutcome of FCC proceedings. These inputs are subjective and based on our judgment regarding the outcome of certainvariables and are subject to upward or downward adjustment in subsequent periods. Effective in the fourth quarter of 2011, wechanged our high cost support revenue recognition methodology due to the High Cost Order. See Note 1(t) “RevenueRecognition,” of this Form 10-K for information. 129 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsEffective in the second quarter of 2010, we changed our USF high cost area program support accrual methodology due to achange in our estimate of the current amounts expected to be paid to us. The effect of this change in estimate was a revenueincrease of $4.7 million, a net income increase of $3.1 million and a basic and diluted net income per share increase of $0.06 forthe year ended December 31, 2010. (ab)Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents andaccounts receivable. Excess cash is invested in high quality short-term liquid money instruments. At December 31, 2012 and 2011, substantially all of our cash and cash equivalents were invested in short-term liquid money instruments. At December 31, 2012 and 2011, cash balances were in excess of Federal Deposit Insurance Corporation insured limits.We do not have any major customers for the year ended December 31, 2012, see Note 10, “Industry Segment Data” of thisForm 10-K. Our customers are located primarily throughout Alaska. Because of this geographic concentration, our growth andoperations depend upon economic conditions in Alaska. (ac)Software Capitalization PolicyInternally used software, whether purchased or developed, is capitalized and amortized using the straight-line method over anestimated useful life of five years. We capitalize certain costs associated with internally developed software such as payroll costsof employees devoting time to the projects and external direct costs for materials and services. Costs associated with internallydeveloped software to be used internally are expensed until the point the project has reached the development stage. Subsequentadditions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software toperform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which theyare incurred. The capitalization of software requires judgment in determining when a project has reached the development stage. (ad)GuaranteesCertain of our customers have guaranteed levels of service. If an interruption in service occurs we do not recognize revenue forany portion of the monthly service fee that will be refunded to the customer or not billed to the customer due to these servicelevel agreements.Additionally, we have provided certain guarantees to U.S. Bancorp Community Development Corporation (“US Bancorp”), ourtax credit investor in our four VIEs. We have guaranteed the delivery of $56.0 million of New Markets Tax Credits (“NMTC”) toUS Bancorp, as well as certain loan and management fee payments between our subsidiaries and the VIEs, for which we arethe primary beneficiary. In the event that the tax credits are not delivered or certain payments not made, we are obligated toprovide prompt and complete payment of these obligations. Please refer to Note 12, Non-controlling Interests, of this Form 10-K, for more information about our NMTC transactions. (ae)Classification of Taxes Collected from Customers We report sales, use, excise, and value added taxes assessed by a governmental authority that is directly imposed on arevenue-producing transaction between us and a customer on a net basis in our Consolidated Income Statements. The following are certain surcharges reported on a gross basis in our Consolidated IncomeStatements (amounts in thousands): Years Ended December 31, 2012 2011 2010 Surcharges reported gross $5,401 5,408 5,201 130 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (af)Immaterial Error CorrectionDuring the first quarter of 2012, we identified an error in the depreciable life of one fixed asset. The error resulted in a $146,000quarterly or $585,000 annual understatement of depreciation expense in 2007 through 2009 and a corresponding overstatementof net property and equipment in service for the same periods. For the years ended December 31, 2011 and 2010, the errorresulted in a $195,000 and $585,000, respectively, understatement to depreciation expense and corresponding overstatement ofnet property and equipment in service for the same periods. In order to assess materiality of this error we considered SAB 99,“Materiality” and SAB 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in CurrentYear Financial Statements,” and determined that the impact of this error on prior period consolidated financial statements wasimmaterial. Although the error was and continues to be immaterial to prior periods, because of the significance of the cumulativeerror in the first quarter of 2012, we revised our prior period financial statements. The impact of the immaterial error correctionadjustment for the periods presented is as follows (amounts in thousands, except per share amounts):Consolidated Balance Sheet as of December 31, 2011: As PreviouslyReported Adjustment As Revised Property and equipment in service, net of depreciation $851,705 (2,584) 849,121 Net property and equipment 894,623 (2,584) 892,039 Total assets 1,448,904 (2,584) 1,446,320 Deferred income taxes 115,296 (1,062) 114,234 Total liabilities 1,273,735 (1,062) 1,272,673 Retained earnings 99,433 (1,522) 97,911 Total GCI stockholders' equity 158,861 (1,522) 157,339 Total stockholders' equity 175,169 (1,522) 173,647 Total liabilities and stockholders' equity 1,448,904 (2,584) 1,446,320 Consolidated Income Statement for the Year Ended December 31, 2011: Depreciation and amortization expense 125,742 195 125,937 Operating income 90,719 (195) 90,524 Income before income tax expense 13,086 (195) 12,891 Income tax expense 7,485 (80) 7,405 Net income 5,601 (115) 5,486 Net income attributable to GCI 5,839 (115) 5,724 Consolidated Statement of Stockholders' Equity for the Year Ended December 31, 2011: Retained earnings, balance at January 1, 2011 93,607 (1,407) 92,200 Net income 5,601 (115) 5,486 Retained earnings, balance at December 31, 2011 99,433 (1,522) 97,911 Total stockholders' equity, balance at January 1, 2011 200,506 (1,407) 199,099 Total stockholders' equity, balance at December 31, 2011 175,169 (1,522) 173,647 131 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements Consolidated Statement of Cash Flows for the Year Ended December 31, 2011: As PreviouslyReported Adjustment As Revised Net income 5,601 (115) 5,486 Depreciation and amortization expense 125,742 195 125,937 Income tax expense 7,485 (80) 7,405 Consolidated Income Statement for the Year Ended December 31, 2010: Depreciation and amortization expense 126,114 585 126,699 Operating income 88,511 (585) 87,926 Income before income tax expense 18,443 (585) 17,858 Income tax expense 9,488 (240) 9,248 Net income 8,955 (345) 8,610 Net income attributable to GCI 8,955 (345) 8,610 Basic net income attributable to General Communication, Inc. common stockholders per Class A common share 0.17 (0.01) 0.16 Basic net income attributable to General Communication, Inc. common stockholders per Class B common share 0.17 (0.01) 0.16 Diluted net income attributable to General Communication, Inc. common stockholders per Class A common share 0.17 (0.01) 0.16 Diluted net income attributable to General Communication, Inc. common stockholders per Class B common share 0.17 (0.01) 0.16 Consolidated Statement of Stockholders' Equity for the Year Ended December 31, 2010: Retained earnings, balance at January 1, 2010 84,651 (1,062) 83,589 Net income 8,955 (345) 8,610 Retained earnings, balance at December 31, 2010 93,607 (1,407) 92,200 Total stockholders' equity, balance at January 1, 2010 266,317 (1,062) 265,255 Total stockholders' equity, balance at December 31, 2010 200,506 (1,407) 199,099 Consolidated Statement of Cash Flows for the Year Ended December 31, 2010: Net income 8,955 (345) 8,610 Depreciation and amortization expense 126,114 585 126,699 Income tax expense 9,488 (240) 9,248 132 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements(2) Consolidated Statements of Cash Flows Supplemental DisclosuresChanges in operating assets and liabilities consist of (amounts in thousands):Year ended December 31, 2012 2011 2010 (Increase) decrease in accounts receivable, net $(9,386) (16,900) 12,283 Increase in prepaid expenses (350) (1,949) (1,459)(Increase) decrease in inventories (4,576) (1,718) 3,461 Decrease in other current assets 1,953 309 1,037 Decrease in other assets 1,236 907 2,663 Increase (decrease) in accounts payable 3,085 (1,373) 1,683 Increase (decrease) in deferred revenues 3,215 4,707 (4,108)Increase (decrease) in accrued payroll and payroll related obligations (2,750) (102) 271 Increase (decrease) in accrued liabilities 3,043 (1,733) 2,585 Increase (decrease) in accrued interest 106 (6,776) (1,365)Increase (decrease) in subscriber deposits 116 (21) (278)Decrease in long-term deferred revenue (5,001) (2,413) (3,167)Decrease in components of other long-term liabilities (1,301) (1,618) (362) Total change in operating assets and liabilities $(10,610) (28,680) 13,244 The following items are for the years ended December 31, 2012, 2011 and 2010 (amounts in thousands):Net cash paid or received: 2012 2011 2010 Interest paid, net of amounts capitalized $69,083 73,492 71,140 Income tax refund received $- - 1,163 The following items are non-cash investing and financing activities for the years ended December 31, 2012, 2011 and 2010(amounts in thousands): 2012 2011 2010 Non-cash additions for purchases of property and equipment $9,010 7,233 7,622 Asset retirement obligation additions to property and equipment $660 613 1,253 Deferred compensation distribution denominated in shares $511 - - Asset retirement obligation reductions to property and equipment for revisions to previous estimates $- 294 - Assets acquired in acquisition $- - 480 133 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements(3) Receivables and Allowance for Doubtful ReceivablesReceivables consist of the following at December 31, 2012 and 2011 (amounts in thousands): 2012 2011 Trade $148,902 140,533 Employee 703 720 Other 831 574 Total Receivables $150,436 141,827 As described in Note 1(t), Revenue Recognition, we receive support from each of the various USF programs: high cost, low income,rural health care, and schools and libraries. This support was 19%, 19% and 18% of our revenue for the years ended December 31,2012, 2011 and 2010, respectively. We had USF net receivables of $70.1 million and $69.8 million at December 31, 2012 and2011, respectively. Changes in the allowance for doubtful receivables during the years ended December 31, 2012, 2011 and 2010 are summarizedbelow (amounts in thousands): Additions Deductions Description Balance atbeginning ofyear Charged tocosts andexpenses Charged tootheraccounts Write-offs netof recoveries Balance atend of year December 31, 2012 $5,796 3,649 (2,261) 3,969 3,215 December 31, 2011 $9,189 4,294 (29) 7,658 5,796 December 31, 2010 $7,060 3,085 1,670 2,626 9,189 Charged to other accounts during the year ended December 31, 2010, includes a $1.6 million reserve for a customer that participatesin the Rural Health Care Division support program that is operated by the USAC. We provided service to this customer pursuant toa contract from July 2008 to June 2009. In 2010 we received a funding commitment letter from USAC for the year from July 2008 toJune 2009 committing funding for all but $1.7 million of that particular year. USAC denied funding of $1.7 million based on thetiming of customer-owned equipment placed in service in relation to service charges. In August 2010, we filed with the FCC arequest for review of the denial. We recorded a reserve by reducing revenue $1.7 million in the year ended December 31,2010. During the second quarter of 2011, we decreased the allowance by $100,000 to true up 2008 and 2009’s fundingamounts. After recording the adjustment in 2011, the allowance related to this customer was $1.6 million at December 31, 2011. In2012 we received notice our appeal was successful and received payment of the $1.6 million, allowing us to recognize revenue andreduce our allowance and this amount is included in charged to other accounts during the year ended December 31, 2012. 134 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements(4) Net Property and Equipment in ServiceNet property and equipment in service consists of the following at December 31, 2012 and 2011 (amounts in thousands): 2012 2011 Land and buildings $56,507 47,133 Telephony transmission equipment and distribution facilities 798,932 752,083 Cable transmission equipment and distribution facilities 155,122 141,400 Support equipment and systems 216,495 202,785 Transportation equipment 9,184 8,269 Property and equipment under capital leases 104,251 102,972 Customer premise equipment 142,176 134,207 Fiber optic cable systems 291,220 283,997 1,773,887 1,672,846 Less accumulated depreciation 901,398 798,794 Less accumulated amortization 34,242 24,931 Net property and equipment in service $838,247 849,121 (5) Intangible Assets and GoodwillAs of October 31, 2012, cable certificates, wireless licenses and goodwill were tested for impairment and the fair values were greaterthan the carrying amounts, therefore these intangible assets were determined not to be impaired at December 31, 2012. Theremaining useful lives of our cable certificates, wireless licenses, and goodwill were evaluated as of October 31, 2012, and eventsand circumstances continue to support an indefinite useful life. There are no indicators of impairment of our intangible assetssubject to amortization as of December 31, 2012.Other Intangible Assets subject to amortization include the following at December 31, 2012 and 2011 (amounts in thousands): 2012 2011 Software license fees $35,416 30,392 Customer relationships 3,036 4,435 Right-of-way 783 783 39,235 35,610 Less accumulated amortization 22,675 19,775 Net other intangible assets $16,560 15,835 Changes in Other Intangible Assets are as follows (amounts in thousands):Balance at December 31, 2010 $17,717 Asset additions 4,157 Less amortization expense 6,039 Balance at December 31, 2011 15,835 Asset additions 5,952 Less amortization expense 5,227 Balance at December 31, 2012 $16,560 135 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsGoodwill increased $2.4 million at December 31, 2012, as compared to December 31, 2011, and $951,000 at December 31, 2011,as compared to December 31, 2010, due to contingent payments to the former shareholders of United Utilities, Inc. (“UUI”), ourwholly owned subsidiary. The amount recorded at December 31, 2012, is the final contingent payment under this agreement.Amortization expense for amortizable intangible assets for the years ended December 31, 2012, 2011 and 2010 follow (amounts inthousands): Years Ended December 31, 2012 2011 2010 Amortization expense $5,227 6,039 6,360 Amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is estimated to be (amounts inthousands):Years Ending December 31, 2013 $5,098 2014 4,242 2015 3,090 2016 1,473 2017 582 (6) Long-Term DebtLong-term debt consists of the following at December 31, 2012 and 2011 (amounts in thousands): 2012 2011 2021 Notes (a) $325,000 325,000 2019 Notes (b) 425,000 425,000 Senior Credit Facility (c) 90,000 60,000 Rural Utility Service ("RUS") debt (d) 38,997 52,944 CoBank Mortgage ("CoBank") note payable (d) 797 1,344 Debt 879,794 864,288 Less unamortized discount paid on the 2019 Notes 2,743 3,016 Less current portion of long-term debt 1,928 3,241 Long-term debt, net $875,123 858,031 (a) On May 20, 2011 (“Closing Date”), GCI, Inc., our wholly owned subsidiary, completed an offering of $325.0 million in aggregateprincipal amount of 6 3/4% Senior Notes due 2021 (“2021 Notes”) at an issue price of 100% to qualified institutional buyers in relianceon Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), and to persons outside the United States in accordancewith Regulation S under the Securities Act. We used the net proceeds from this offering to repay and retire all $320.0 million of ouroutstanding senior unsecured notes due 2014 (“2014 Notes”). 136 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements The 2021 Notes are not redeemable prior to June 1, 2016. At any time on or after June 1, 2016, the 2021 Notes areredeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued andunpaid interest (if any) to the date of redemption:If redeemed during the twelve month period commencing June 1 of the year indicated: RedemptionPrice 2016 103.375%2017 102.250%2018 101.125%2019 and thereafter 100.000%The 2021 Notes mature on June 1, 2021. Semi-annual interest payments are payable on June 1 and December 1.The 2021 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future seniorunsecured debt, including our 2019 Notes, and senior in right of payment to all future subordinated indebtedness.The 2021 Notes were issued pursuant to an Indenture, dated as of the Closing Date, between us and Union Bank, N.A., astrustee.We are not required to make mandatory sinking fund payments with respect to the 2021 Notes.Upon the occurrence of a change of control, each holder of the 2021 Notes will have the right to require us to purchase all or anypart (equal to $1,000 or an integral multiple thereof, except that no 2021 Note will be purchased in part if the remaining portionthereof would not be at least $2,000) of such holder’s 2021 Notes at a purchase price equal to 101% of the principal amount ofsuch 2021 Notes, plus accrued and unpaid interest on such 2021 Notes, if any. If we or certain of our subsidiaries engage inasset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time,prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2021 Notes equal to theexcess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, ifany.The covenants in the Indenture restrict GCI, Inc. and certain of its subsidiaries from incurring additional debt, but permits debtunder the Senior Credit Facility and vendor financing as long as our leverage ratio, as defined, does not exceed 5.5 to one. If ourleverage ratio does not exceed 5.5 to one, we are able to enter into sale and leaseback transactions; pay dividends or distributionson capital stock or repurchase capital stock; issue stock of subsidiaries; make certain investments; create liens on assets tosecure debt; enter into transactions with affiliates; merge or consolidate with another company; and transfer and sellassets. These covenants are subject to a number of limitations and exceptions, as further described in the Indenture.On August 15, 2011, GCI, Inc. closed an exchange offer pursuant to which it offered new 2021 Notes identical to the originalnotes except that the new 2021 Notes were registered under the Securities Act.We paid closing costs totaling $3.6 million in connection with the offering, which were recorded as deferred loan costs and arebeing amortized over the term of the 2021 Notes. During the year ended December 31, 2011, we recorded a $9.1 million Losson Extinguishment of Debt on our Consolidated Income Statement. Included in the loss was $2.9 million in unamortizeddeferred loan costs, $1.5 million for the unamortized portion of the original issue discount and $4.7 million in call premiumpayments to redeem our 2014 NotesWe were in compliance with all 2021 Notes loan covenants at December 31, 2012. 137 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (b)We pay interest of 8.63% on notes that are due in 2019 (“2019 Notes”). The 2019 Notes are senior unsecured obligations whichrank equally in right of payment with the existing and future senior unsecured debt, including our 2021 Notes describedpreviously, and senior in right of payment to all future subordinated indebtedness. The 2019 Notes are carried on ourConsolidated Balance Sheets net of the unamortized portion of the discount, which is being amortized to Interest Expense overthe term of the 2019 Notes using the effective interest method and an effective interest rate of 9.09%.The 2019 Notes are redeemable at our option, in whole or in part, on not less than thirty days nor more than sixty days notice, atthe following redemption prices (expressed as percentages of principle amount), plus accrued and unpaid interest (if any) to thedate of redemption:If redeemed during the twelve month period commencing November 15 of the year indicated: RedemptionPrice 2014 104.313%2015 102.875%2016 101.438%2017 and thereafter 100.000%The 2019 Notes mature on November 15, 2019. Semi-annual interest payments are payable on May 15 and November 15 ofeach year.The 2019 Notes were issued pursuant to an Indenture, dated as of November 3, 2009, between us and Union Bank, N.A., astrustee.We are not required to make mandatory sinking fund payments with respect to the 2019 Notes.Upon the occurrence of a change of control, each holder of the 2019 Notes will have the right to require us to purchase all or anypart (equal to $1,000 or an integral multiple thereof, except that no 2019 Note will be purchased in part if the remaining portionthereof would not be at least $2,000) of such holder’s 2019 Notes at a purchase price equal to 101% of the principal amount ofsuch 2019 Notes, plus accrued and unpaid interest on such 2019 Notes, if any. If we or certain of our subsidiaries engage inasset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time,prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2019 Notes equal to theexcess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, ifany.The covenants in the Indenture restrict GCI, Inc. and certain of its subsidiaries from incurring debt, but permits debt under theSenior Credit Facility and vendor financing as long as our leverage ratio, as defined, does not exceed 5.5 to one. If our leverageratio does not exceed 5.5 to one, we are able to enter into sale and leaseback transactions; pay dividends or distributions oncapital stock or repurchase capital stock; issue stock of subsidiaries; make certain investments; create liens on assets to securedebt; enter into transactions with affiliates; merge or consolidate with another company; and transfer and sell assets. Thesecovenants are subject to a number of limitations and exceptions, as further described in the Indenture.We paid closing costs totaling $9.4 million in connection with the offering, which were recorded as deferred loan costs and arebeing amortized over the term of the 2019 Notes.We were in compliance with all 2019 Notes loan covenants at December 31, 2012. 138 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (c)The Senior Credit Facility includes an $80.0 million term loan, including Supplement No. 3 discussed below, and a $75.0million revolving credit facility with a $25.0 million sublimit for letters of credit. Our term loan is fully drawn.On July 31, 2012, GCI Holdings, Inc. (“Holdings”), our wholly owned subsidiary, entered into an Add-On Term LoanSupplement No. 3 (“Supplement No. 3”) to our Senior Credit Facility. The Supplement No. 3 provided for an additional $30.0million term loan with an initial interest rate of LIBOR plus 2.5%, payable in accordance with the terms of our Senior CreditFacility. Holdings used the term loan proceeds to pay down revolving loans under our Senior Credit Facility, thus increasingavailability under the revolving portion of our Senior Credit Facility. Under the revolving portion of the Senior Credit Facility, we have borrowed $10.0 million and have $349,000 of letters of creditoutstanding, which leaves $64.7 million available for borrowing as of December 31, 2012. The Senior Credit Facility will mature onJanuary 29, 2015.The interest rate on our Senior Credit Facility is LIBOR plus the following Applicable Margin set forth opposite each applicableTotal Leverage Ratio below:Total Leverage Ratio (as defined) ApplicableMargin >=3.75 4.00%>=3.25 but <3.75 3.50%>=2.75 but <3.25 3.00%<2.75 2.50%Borrowings under the Senior Credit Facility are subject to certain financial covenants and restrictions on indebtedness. OurSenior Credit Facility Total Leverage Ratio (as defined) may not exceed 5.25 to one; the Senior Leverage Ratio (as defined) maynot exceed 3.00 to one; and our Interest Coverage Ratio (as defined) must not be less than 2.50 to one at any time.The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of GCIHoldings, Inc. and the subsidiary guarantors, and on the stock of GCI Holdings, Inc. (d)UUI and Unicom, Inc. (“Unicom”), our wholly owned subsidiaries, have entered into various loans with the RUS andCoBank. The long-term debt is due in monthly installments of principal based on a fixed rate amortization schedule. Theinterest rates on the various loans to which this debt relates range from 2.4% to 4.5%. Through UUI and Unicom, we have$6.2 million available for borrowing for specific capital expenditures under existing borrowing arrangements. Substantially all ofthe assets of UUI and Unicom are collateral for the amounts due to RUS and CoBank. 139 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsMaturities of long-term debt as of December 31, 2012 are as follows (amounts in thousands):Years ending December 31, 2013 $1,928 2014 1,525 2015 91,387 2016 1,430 2017 1,475 2018 and thereafter 782,049 879,794 Less unamortized discount paid on 2019 Notes 2,743 Less current portion of long-term debt 1,928 $875,123 (7) Income TaxesTotal income tax expense of $12.1 million, $7.4 million and $9.2 million for the years ended December 31, 2012, 2011 and 2010,respectively, was allocated to income in each year.Income tax expense consists of the following (amounts in thousands): Years Ended December 31, 2012 2011 2010 Deferred tax expense: Federal taxes $10,318 6,264 7,846 State taxes 1,770 1,141 1,402 $12,088 7,405 9,248 Total income tax expense differed from the “expected” income tax expense determined by applying the statutory federal income taxrate of 35% as follows (amounts in thousands): Years Ended December 31, 2012 2011 2010 “Expected” statutory tax expense $7,437 4,500 6,215 State income taxes, net of federal expense 1,770 1,141 1,129 Income tax effect of nondeductible entertainment expenses 777 737 775 Income tax effect of nondeductible lobbying expenses 298 327 405 Income tax effect of nondeductible officer compensation 1,718 758 722 Other, net 88 (58) 2 $12,088 7,405 9,248 140 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsThe tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2012and 2011 are summarized below (amounts in thousands): 2012 2011 Current deferred tax assets, net of current deferred tax liability: Net operating loss carryforwards $3,952 7,796 Compensated absences, accrued for financial reporting purposes 2,605 2,664 Workers compensation and self-insurance health reserves, principally due to accrual for financial reporting purposes 1,357 1,068 Accounts receivable, principally due to allowance for doubtful receivables 1,319 2,379 Deferred compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes 32 131 Deferred revenue for financial reporting purposes 2,734 1,362 Other 898 155 Total current deferred tax assets $12,897 15,555 Long-term deferred tax assets: Net operating loss carryforwards $116,034 119,762 Deferred revenue for financial reporting purposes 36,316 18,097 Alternative minimum tax credits 1,895 1,895 Deferred compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes 2,543 2,581 Asset retirement obligations in excess of amounts recognized for tax purposes 6,680 6,248 Share-based compensation expense for financial reporting purposes in excess of amounts recognized for tax purposes 1,675 4,394 Other 3,353 469 Total long-term deferred tax assets 168,496 153,446 Long-term deferred tax liabilities: Plant and equipment, principally due to differences in depreciation 233,530 211,172 Intangible assets 58,627 56,508 Total long-term deferred tax liabilities 292,157 267,680 Net long-term deferred tax liabilities $123,661 114,234 141 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsAt December 31, 2012, we have tax net operating loss carryforwards of $293.3 million that will begin expiring in 2020 if not utilized,and alternative minimum tax credit carryforwards of $1.9 million available to offset regular income taxes payable in futureyears. Our utilization of remaining acquired net operating loss carryforwards is subject to annual limitations pursuant to InternalRevenue Code section 382 which could reduce or defer the utilization of these losses.Our tax net operating loss carryforwards are summarized below by year of expiration (amounts in thousands):Years ending December 31, Federal State 2020 $43,863 42,768 2021 29,614 28,987 2022 14,081 13,788 2023 3,968 3,903 2024 722 - 2025 737 - 2026 150 - 2027 1,010 - 2028 39,879 39,715 2029 48,370 47,558 2031 110,933 109,376 Total tax net operating loss carryforwards $293,327 286,095 Tax benefits associated with recorded deferred tax assets are considered to be more likely than not realizable through taxable incomeearned in carryback years, future reversals of existing taxable temporary differences, and future taxable income exclusive ofreversing temporary differences and carryforwards. The amount of deferred tax asset considered realizable, however, could bereduced if estimates of future taxable income during the carryforward period are reduced.We file federal income tax returns in the U.S. and in various state jurisdictions. We are no longer subject to U.S. or state taxexaminations by tax authorities for years 2007 and earlier except that certain U.S. federal income tax returns for years after 1997 arenot closed by relevant statutes of limitations due to unused net operating losses reported on those income tax returns. We recognize accrued interest on unrecognized tax benefits in interest expense and penalties in selling, general and administrativeexpenses. We did not have any unrecognized tax benefits as of December 31, 2012, 2011 and 2010, and accordingly, we did notrecognize any interest expense. Additionally, we recorded no penalties during the years ended December 31, 2012, 2011 and 2010.We did not record any excess tax benefit generated from stock options exercised during the years ended December 31, 2012, 2011and 2010, since we are in a net operating loss carryforward position and the income tax deduction will not yet reduce income taxespayable. The cumulative excess tax benefits generated for stock options exercised that have not been recognized is $7.9 million atDecember 31, 2012. 142 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements(8) Financial InstrumentsFair Value of Financial InstrumentsThe fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction betweenwilling parties. At December 31, 2012 and 2011, the fair values of cash and cash equivalents, net receivables, inventories, accountspayable, accrued payroll and payroll related obligations, accrued interest, accrued liabilities, and subscriber deposits approximatetheir carrying value due to the short-term nature of these financial instruments. The carrying amounts and approximate fair values ofour financial instruments at December 31, 2012 and 2011 follow (amounts in thousands): December 31, December 31, 2012 2011 CarryingAmount Fair Value CarryingAmount Fair Value Current and long-term debt and capital lease obligations $957,663 979,594 947,326 942,895 Other liabilities 25,511 24,766 24,456 23,627 The following methods and assumptions were used to estimate fair values: Current and long-term debt and capital lease obligations: The fair values of our 2021 Notes, 2019 Notes, RUS debt, CoBankmortgage note payable, and capital leases are based upon quoted market prices for the same or similar issues or on the currentrates offered to us for the same remaining maturities. The fair value of our Senior Credit Facility is estimated to approximate thecarrying value because this instrument is subject to variable interest rates. Other Liabilities: Lease escalation liabilities are valued at the discounted amount of future cash flows using quoted market priceson current rates offered to us. Deferred compensation liabilities are carried at fair value, which is the amount payable as of thebalance sheet date. Asset retirement obligations are recorded at their fair value and, over time, the liability is accreted to its presentvalue each period.Fair Value MeasurementsAssets measured at fair value on a recurring basis as of December 31, 2012 and 2011 are as follows (amounts in thousands): Fair Value Measurement at Reporting Date Using December 31, 2012 Assets QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) Significant OtherObservableInputs (Level 2) SignificantUnobservableInputs (Level 3) Deferred compensation plan assets (mutual funds) $1,758 - - Total assets at fair value $1,758 - - December 31, 2011 Assets Deferred compensation plan assets (mutual funds) $1,600 - - Total assets at fair value $1,600 - - 143 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsThe valuation of our mutual funds is determined using quoted market prices in active markets utilizing market observable inputs.(9) Stockholders’ EquityCommon StockGCI’s Class A and Class B common stock are identical in all respects, except that each share of Class A common stock has onevote per share and each share of Class B common stock has ten votes per share. Each share of Class B common stock outstandingis convertible, at the option of the holder, into one share of Class A common stock.During the years ended December 31, 2012, 2011 and 2010, we repurchased 1.5 million, 5.2 million and 8.0 million shares,respectively, of our Class A common stock at a cost of $14.0 million, $52.6 million and $80.8 million, respectively, pursuant to theClass A and Class B common stock repurchase program authorized by GCI’s Board of Directors. During the years ended December31, 2012, 2011 and 2010, we retired 1.8 million, 5.2 million and 8.0 million shares, respectively, of our Class A common stock. Shared-Based CompensationOur Amended and Restated 1986 Stock Option Plan ("Stock Option Plan"), provides for the grant of options and restricted stockawards (collectively "award") for a maximum of 15.7 million shares of GCI Class A common stock, subject to adjustment upon theoccurrence of stock dividends, stock splits, mergers, consolidations or certain other changes in corporate structure or capitalization. Ifan award expires or terminates, the shares subject to the award will be available for further grants of awards under the Stock OptionPlan. The Compensation Committee of GCI’s Board of Directors administers the Stock Option Plan. Substantially all restrictedstock awards granted vest over periods of up to three years. Substantially all options vest in equal installments over a period of fiveyears and expire ten years from the date of grant. The requisite service period of our awards is generally the same as the vestingperiod. Options granted pursuant to the Stock Option Plan are only exercisable if at the time of exercise the option holder is ouremployee, non-employee director, or a consultant or advisor working on our behalf. New shares are issued when stock optionagreements are exercised or restricted stock awards are granted. We have 3.7 million shares available for grant under the StockOption Plan at December 31, 2012. The fair value of restricted stock awards is determined based on the number of shares granted and the quoted price of our commonstock. We use a Black-Scholes-Merton option pricing model to estimate the fair value of stock options issued. The Black-Scholes-Merton option pricing model incorporates various and highly subjectiveassumptions, including expected term and expected volatility. We have reviewed our historical pattern of option exercises and have determined that meaningful differences in option exercise activityexisted among employee job categories. Therefore, we have categorized these awards into two groups of employees for valuation purposes. We estimated the expected term of options granted by evaluating the vesting period of stock options, employee’s past exercise andpost-vesting employment departure behavior, and expected volatility of the price of the underlying shares. We estimated the expected volatility of our common stock at the grant date using the historical volatility of our common stock overthe most recent period equal to the expected stock option term and evaluated the extent to which available information indicated that future volatility may differ from historical volatility. The risk-free interest rate assumption was determined using the Federal Reserve nominal rates for U.S. Treasury zero-couponbonds with maturities similar to those of the expected term of the award being valued. We have never paid any cash dividends on our common stock and we do not anticipate paying any cash dividends in theforeseeable future. Therefore, we assumed an expected dividend yield of zero. 144 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsNo options were granted during the years ended December 31, 2012 and 2011. The following table shows our assumptions used tocompute the share-based compensation expense for stock options granted during the year ended December 31, 2010: 2010 Expected term (years) 5.0 - 6.5 Volatility 52.6% -55.8%Risk-free interest rate 2% - 2.9% We estimate pre-vesting option forfeitures at the time of grant and periodically revise those estimates in subsequent periods if actualforfeitures differ from those estimates. We record share-based compensation expense only for those awards expected to vest using an estimated forfeiture rate based on our historical pre-vestingforfeiture data. We review our forfeiture estimates annually and adjust our share-based compensation expense in the period our estimate changes. A summary of option activity under the Stock Option Plan as of December 31, 2012 and changes during the year then ended ispresented below: Shares (inthousands) WeightedAverageExercise Price Weighted Average RemainingContractual Term AggregateIntrinsic Value(in thousands) Outstanding at January 1, 2012 1,087 $7.27 Exercised (320) $6.62 Forfeited (14) $5.86 Expired (34) $5.93 Outstanding at December 31, 2012 719 $7.65 3.7 years $1,503 Exercisable at December 31, 2012 676 $7.71 3.5 years $1,377 The weighted average grant date fair value of options granted during the year ended December 31, 2010 was $2.84 per share. Therewere no options granted during the years ended December 31, 2012 and 2011. The total fair value of options vesting during theyears ended December 31, 2012, 2011 and 2010, was $560,000, $379,000 and $377,000, respectively. The total intrinsic values,determined as of the date of exercise, of options exercised in the years ended December 31, 2012, 2011 and 2010, were $1.3million, $287,000 and $511,000, respectively. We received $2.1 million, $947,000 and $659,000 in cash from stock optionexercises in the years ended December 31, 2012, 2011 and 2010, respectively. 145 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements A summary of nonvested restricted stock award activity under the Stock Option Plan for the year ended December 31, 2012, follows(share amounts in thousands): Weighted Average Grant Date Shares Fair Value Nonvested at January 1, 2012 1,561 $6.89 Granted 731 $9.23 Vested (1,156) $5.73 Forfeited (9) $10.90 Nonvested at December 31, 2012 1,127 $9.59 The following is a summary of our share-based compensation expense for the years ended December 31, 2012, 2011 and 2010(amounts in thousands): 2012 2011 2010 Share-based compensation expense $5,072 7,243 5,385 Adjustment to fair value of liability classified awards (32) (623) 1,348 Total share-based compensation expense $5,040 6,620 6,733 Share-based compensation expense is classified as Selling, General and Administrative Expense in our Consolidated IncomeStatements. Unrecognized share-based compensation expense was $6.4 million relating to 1.1 million restricted stock awards and$111,000 relating to 43,000 unvested stock options as of December 31, 2012. We expect to recognize share-based compensationexpense over a weighted average period of 1.4 years for stock options and 2.2 years for restricted stock awards. On August 6, 2009, we filed a Tender Offer Statement on Schedule TO (“Exchange Offer”) with the SEC. The Exchange Offer wasan offer by us to eligible officers, employees and stakeholders, other than officers of GCI who also serve on GCI’s Board of Directors(“Participants”) to exchange, on a grant-by-grant basis, their outstanding eligible stock options that were granted under our StockOption Plan, whether vested or unvested, for shares of restricted stock of GCI Class A common stock that we granted under theStock Option Plan (“Restricted Stock”). We issued 1,908,890 shares of Restricted Stock to Participants in accordance with the termsof the Exchange Offer.In accordance with the terms of the Restricted Stock agreement, one-half of the Restricted Stock received in exchange for eligibleoptions vested on December 20, 2011, and the remainder vested on February 28, 2012. Employee Stock Purchase PlanIn 1986, we adopted an Employee Stock Purchase Plan (“GCI 401(k) Plan”) qualified under Section 401 of the Internal RevenueCode of 1986. The GCI 401(k) Plan provides for acquisition of GCI’s Class A common stock at market value as well as variousmutual funds. The GCI 401(k) Plan permits each employee who has completed one year of service to elect to participate. Eligibleemployees could elect to reduce their compensation by up to 50 percent of such compensation (subject to certain limitations) up to amaximum of $17,000, $16,500 and $16,500 during the years ended December 31, 2012, 2011 and 2010,respectively. Contributions may be made on either a pretax or Roth basis.Eligible employees were allowed to make catch-up contributions of no more than $5,500 during the year ended December 31, 2012and will be able to make such contributions limited to $5,500 during the year ending December 31, 2013. We do not matchemployee catch-up contributions. 146 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsWe may match up to 100% of employee salary reductions in any amount, decided by GCI’s Board of Directors each year, but notmore than 10 percent of any one employee’s compensation will be matched in any year. Matching contributions vest over the initialsix years of employment. For the year ended December 31, 2012, the combination of employee and matching contributions (pre-taxcontributions and Roth basis) could not exceed the lesser of 100 percent of an employee’s compensation or $34,000 excluding catch-up contributions. For the years ended December 31, 2011 and 2010, the combination of employee and matching contributions (pre-tax contributions and Roth basis) could not exceed the lesser of 100 percent of an employee’s compensation or $33,000 excludingcatch-up contributions.Employee contributions receive up to 100% matching and employees self-direct their matching investment. Our matchingcontributions allocated to participant accounts totaled $7.5 million, $7.1 million and $6.9 million for the years ended December 31,2012, 2011 and 2010, respectively. We used cash to fund all of our employer-matching contributions during the years endedDecember 31, 2012, 2011 and 2010.(10) Industry Segments DataOur reportable segments are business units that offer different products and are each managed separately.A description of our reportable segments follows:Consumer - We offer a full range of voice, video, data and wireless services to residential customers.Network Access - We offer a full range of voice, data and wireless services to common carrier customers.Commercial - We offer a full range of voice, video, data and wireless services to local, national and global businesses, governmentalentities and public and private educational institutions.Managed Broadband - We offer data services to rural school districts, hospitals and health clinics through our SchoolAccess® andConnectMD® initiatives and managed video conferencing.Regulated Operations - We offer voice and data services to residential, business, and governmental customers in areas of ruralAlaska.Corporate related expenses including engineering, information technology, accounting, legal and regulatory, human resources, andother general and administrative expenses for the years ended December 31, 2012, 2011 and 2010, are allocated to our segmentsusing segment margin for the years ended December 31, 2011, 2010 and 2009, respectively. Bad debt expense for the years endedDecember 31, 2012, 2011 and 2010, is allocated to our segments using a combination of specific identification and allocations basedupon segment revenue for the years ended December 31, 2012, 2011 and 2010, respectively. Corporate related expenses and baddebt expense are specifically identified for our Regulated Operations segment and therefore, are not included in the allocations.We evaluate performance and allocate resources based on earnings before depreciation and amortization expense, net interestexpense, income taxes, share-based compensation expense, accretion expense, loss attributable to non-controlling interests, andnon-cash contribution adjustment (“Adjusted EBITDA”). Management believes that this measure is useful to investors and otherusers of our financial information in evaluating operating profitability as an analytical indicator of income generated to service debtand fund capital expenditures. In addition, multiples of current or projected earnings before depreciation and amortization, netinterest expense, and income taxes (“EBITDA”) are used to estimate current or prospective enterprise value. The accounting policiesof the reportable segments are the same as those described in Note 1, “Business and Summary of Significant Accounting Policies”of this Form 10-K. Intersegment sales are recorded at cost plus an agreed upon intercompany profit. 147 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsWe earn all revenues through sales of services and products within the United States. All of our long-lived assets are located withinthe United States of America, except approximately 82% of our undersea fiber optic cable systems which transit international watersand all of our satellite transponders.Summarized financial information for our reportable segments for the years ended December 31, 2012, 2011 and 2010 follows(amounts in thousands): Consumer NetworkAccess Commercial ManagedBroadband RegulatedOperations TotalReportableSegments 2012 Revenues: Intersegment $- 259 5,760 - 246 6,265 External 352,972 105,447 143,575 86,562 21,625 710,181 Total revenues 352,972 105,706 149,335 86,562 21,871 716,446 Cost of Goods Sold: Intersegment 146 114 2,253 - 265 2,778 External 128,324 24,356 66,895 21,298 6,628 247,501 Total Cost of Goods Sold 128,470 24,470 69,148 21,298 6,893 250,279 Contribution: Intersegment (146) 145 3,507 - (19) 3,487 External 224,648 81,091 76,680 65,264 14,997 462,680 Total contribution 224,502 81,236 80,187 65,264 14,978 466,167 Less SG&A 139,191 26,841 42,014 24,087 11,115 243,248 Plus share-based compensation 2,586 790 1,041 595 28 5,040 Plus non-cash contribution expense 533 169 156 102 - 960 Plus loss attributable to non-controlling interests - - - 867 - 867 Plus net income attributable to equity investment - - - 2 - 2 Plus accretion 282 89 83 54 - 508 Adjusted EBITDA $88,858 55,298 35,946 42,797 3,910 226,809 2011 Revenues: Intersegment $- - 5,710 - 607 6,317 External 352,574 105,456 136,101 63,248 22,002 679,381 Total revenues 352,574 105,456 141,811 63,248 22,609 685,698 Cost of Goods Sold: Intersegment - 600 2,283 - 561 3,444 External 110,693 28,744 65,170 17,021 5,771 227,399 Total Cost of Goods Sold 110,693 29,344 67,453 17,021 6,332 230,843 Contribution: Intersegment - (600) 3,427 - 46 2,873 External 241,881 76,712 70,931 46,227 16,231 451,982 Total contribution 241,881 76,112 74,358 46,227 16,277 454,855 Less SG&A 134,951 27,837 41,085 18,246 13,402 235,521 Plus share-based compensation 3,457 1,214 1,276 657 16 6,620 Plus loss attributable to non-controlling interest - - - 238 - 238 Less loss attributable to equity investment - - - (297) - (297)Plus accretion 347 120 100 52 - 619 Adjusted EBITDA $110,734 50,209 31,222 28,631 2,845 223,641 148 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements Consumer NetworkAccess Commercial Managed Broadband RegulatedOperations TotalReportableSegments 2010 Revenues: Intersegment $- - 5,442 - 176 5,618 External 342,898 107,227 128,458 49,962 22,705 651,250 Total revenues 342,898 107,227 133,900 49,962 22,881 656,868 Cost of Goods Sold: Intersegment - 600 2,515 - 176 3,291 External 104,481 25,030 59,885 14,012 4,409 207,817 Total Cost of GoodsSold 104,481 25,630 62,400 14,012 4,585 211,108 Contribution: Intersegment - (600) 2,927 - - 2,327 External 238,417 82,197 68,573 35,950 18,296 443,433 Total contribution 238,417 81,597 71,500 35,950 18,296 445,760 Less SG&A 127,130 33,566 38,838 17,338 11,936 228,808 Plus share-based compensation 3,361 1,598 1,117 651 6 6,733 Plus non-cash contribution expense (81) (41) (24) (14) - (160)Plus accretion 149 71 43 26 - 289 Adjusted EBITDA $114,716 50,259 30,871 19,275 6,366 221,487 A reconciliation of reportable segment revenues to consolidated revenues follows (amounts in thousands):Years Ended December 31, 2012 2011 2010 Reportable segment revenues $716,446 685,698 656,868 Less intersegment revenues eliminated in 6,265 6,317 5,618 consolidation Consolidated revenues $710,181 679,381 651,250 149 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsA reconciliation of reportable segment Adjusted EBITDA to consolidated income before income taxes follows (amounts inthousands):Years Ended December 31, 2012 2011 2010 Reportable segment Adjusted EBITDA $226,809 223,641 221,487 Less depreciation and amortization expense (130,452) (125,937) (126,699)Less share-based compensation expense (5,040) (6,620) (6,733)Plus (less) non-cash contribution expense (960) - 160 Less net loss attributable to non-controlling interests (867) (238) - Plus net loss (income) attributable to equity investment (2) 297 - Less accretion expense (508) (619) (289)Consolidated operating income 88,980 90,524 87,926 Less other expense, net (67,730) (77,633) (70,068)Consolidated income before income tax expense $21,250 12,891 17,858 Assets at December 31, 2012, 2011 and 2010, and capital expenditures for the years ended December 31, 2012, 2011 and 2010 arenot allocated to reportable segments as our Chief Operating Decision Maker does not review a balance sheet or capital expendituresby segment to make decisions about resource allocations or to evaluate segment performance.We did not have any major customers for the years ended December 31, 2012, 2011 and 2010.(11) Related Party TransactionsWe entered into a long-term capital lease agreement in 1991 with the wife of GCI’s President and CEO for property occupied byus. The leased asset was capitalized in 1991 at the owner’s cost of $900,000 and the related obligation was recorded. The leaseagreement was amended in April 2008 and our existing capital lease asset and liability increased $1.3 million to record the extensionof this capital lease. The amended lease terminates on September 30, 2026.In January 2001 we entered into an aircraft operating lease agreement with a company owned by GCI’s President and CEO. Thelease was amended several times, most recently on May 9, 2011. The amended lease agreement added the lease of a secondaircraft. The lease term of the original aircraft could be terminated at any time upon 90 days written notice. This notice was providedand as of January 1, 2013, the original aircraft lease, and its monthly rate of $45,000, ended. The lease term of the second aircraftmay be terminated at any time upon 12 months’ written notice. The monthly lease rate of the second aircraft is $132,000. In 2001,we paid a deposit of $1.5 million in connection with the lease. The deposit will be repaid to us no later than six months after theagreement terminates.(12) Non-controlling Interests We have entered into several arrangements under the NMTC program with US Bancorp to help fund a $59.3 million project toextend terrestrial broadband service for the first time to rural Northwestern Alaska communities via a high capacity hybrid fiber optic and microwave network. When completed, the project, called TERRA-Northwest(“TERRA-NW”), will connect to the TERRA-Southwest (“TERRA-SW”) network and provide a high capacity backbone connection from the served communities to the Internet. The NMTC program wasprovided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their federalincome taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualifiedlow-income community investments. 150 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements On August 30, 2011, we entered into the first arrangement (“NMTC #1”). In connection with the NMTC #1 transaction we loaned$58.3 million to TIF, a special purpose entity created to effect the financing arrangement, at 1% interest due August 30, 2041. Simultaneously, US Bancorp invested $22.4 million in TIF. TIF thencontributed US Bancorp’s contribution and the loan proceeds to certain CDEs. The CDEs, in turn, loaned the $76.8 million in funds less payment of placement fees, at interest rates varying from 1% to 3.96%, toUnicom, as partial financing for TERRA-NW. On October 3, 2012, we entered into the second arrangement (“NMTC #2”). In connection with the NMTC #2 transaction weloaned $37.7 million to TIF 2 and TIF 2-USB, special purpose entities created to effect the financing arrangement, at 1% interest due October 2, 2042. Simultaneously, US Bancorp invested $17.5 million in TIF 2and TIF 2-USB. TIF 2 and TIF 2-USB then contributed US Bancorp’s contributions and the loan proceeds to certain CDEs. The CDEs, in turn, loaned the $55.2 million in funds less payment ofplacement fees, at interest rates varying from 0.7099% to 0.7693%, to Unicom, as partial financing for TERRA-NW.On December 11, 2012, we entered into the third arrangement (“NMTC #3”). In connection with the NMTC #3 transaction weloaned $8.2 million to TIF 3, a special purpose entity created to effect the financing arrangement, at 1% interest due December 10,2042. Simultaneously, US Bancorp invested $3.8 million in TIF 3. TIF 3 then contributed US Bancorp’s contributions and the loanproceeds to a CDE. The CDE, in turn, loaned the $12.0 million in funds less payment of placement fees, at an interest rate of1.35%, to Unicom, as partial financing for TERRA-NW. US Bancorp is the sole investor in TIF, TIF 2, TIF 2-USB and TIF 3, and as such, is entitled to substantially all of the benefitsderived from the NMTCs. All of the loan proceeds to Unicom, net of syndication and arrangement fees, are restricted for use on TERRA-NW. Restricted cash of $30.9 million and $15.9 million was held byUnicom at December 31, 2012 and 2011, respectively, and is included in our Consolidated Balance Sheets. We began construction on TERRA-NW in 2012 and expect to complete all current phases of theproject in 2014. We began offering service on Phase 1 of this new facility on January 3, 2013.These transactions include put/call provisions whereby we may be obligated or entitled to repurchase US Bancorp’s interests in TIF,TIF 2, TIF 2-USB and/or TIF 3. We believe that US Bancorp will exercise the put options in August 2018, October 2019 andDecember 2019, at the end of the compliance periods for NMTC #1, NMTC #2 and NMTC #3, respectively. The NMTCs are subjectto 100% recapture for a period of seven years as provided in the Internal Revenue Code. We are required to be in compliance withvarious regulations and contractual provisions that apply to the NMTC arrangements. Non-compliance with applicable requirementscould result in projected tax benefits not being realized by US Bancorp. We have agreed to indemnify US Bancorp for any loss orrecapture of NMTCs until such time as our obligation to deliver tax benefits is relieved. There have been no credit recaptures as ofDecember 31, 2012. The value attributed to the put/calls is nominal. We have determined that TIF, TIF 2, TIF 2-USB and TIF 3 are VIEs. The consolidated financial statements of TIF, TIF 2, TIF 2-USBand TIF 3 include the CDEs discussed above. The ongoing activities of the VIEs – collecting and remitting interest and fees and NMTC compliance – were all considered in the initial design and are notexpected to significantly affect economic performance throughout the life of the VIEs. Management considered the contractual arrangements that obligate us to deliver tax benefits and provide various otherguarantees to US Bancorp; US Bancorp’s lack of a material interest in the underlying economics of the project; and the fact that we are obligated to absorb losses of the VIEs. We concluded that we are theprimary beneficiary of each and consolidated the VIEs in accordance with the accounting standard for consolidation. US Bancorp’s contributions, net of syndication fees and other direct costs incurred in structuring the NMTC arrangements, areincluded in Non-controlling Interests on the Consolidated Balance Sheets. Incremental costs to maintain the structure during the compliance period are recognized as incurred to selling, general andadministrative expense. 151 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements The following table summarizes the impact of the VIEs consolidated as of December 31, 2012 and 2011 (amounts in thousands):December 31, 2012 Assets Equity CarryingValue Classification CarryingValue Classification $22,348 Restricted cash1 $32,258 Non-controlling interest 10,607 Construction in progress 697 Retained earnings attributable to General Communication,Inc. common stockholders $32,955 $32,955 December 31, 2011 Assets Equity CarryingValue Classification CarryingValue Classification $15,910 Restricted cash $16,308 Non-controlling interest 711 Construction in progress 313 Retained earnings attributable to General Communication,Inc. common stockholders $16,621 $16,621 1 An additional $8.6 million in restricted cash is held at Unicom for use only on TERRA-NW.(13) Commitments and ContingenciesOperating Leases as LesseeWe lease business offices, have entered into site lease agreements and use satellite transponder and fiber capacity and certainequipment pursuant to operating lease arrangements. Many of our leases are for multiple years and contain renewaloptions. Rental costs under such arrangements amounted to $37.4 million, $36.3 million and $31.0 million for the years endedDecember 31, 2012, 2011 and 2010, respectively.Capital Leases as LesseeWe entered into a long-term capital lease agreement in 1991 with the wife of GCI’s President and CEO for property occupied by usas further described in Note 11, Related Party Transactions.We have a capital lease agreement for transponder capacity on Intelsat, Ltd.’s (“Intelsat”) Galaxy 18 spacecraft that successfullylaunched in 2008. The Intelsat Galaxy 18 C-band and Ku-Band transponders are being leased over an expected term of 14years. At lease inception the present value of the lease payments, excluding telemetry, tracking and command services and back-upprotection, was $98.6 million. 152 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsA summary of future minimum lease payments follows (amounts in thousands):Years ending December 31: Operating Capital 2013 $27,764 11,775 2014 23,809 11,784 2015 22,527 11,794 2016 19,600 11,804 2017 15,411 11,783 2018 and thereafter 64,944 54,948 Total minimum lease payments $174,055 113,888 Less amount representing interest 33,276 Less current maturity of obligations under capital leases 5,995 Long-term obligations under capital leases, excluding current maturity $74,617 The leases generally provide that we pay the taxes, insurance and maintenance expenses related to the leased assets. Several ofour leases include renewal options, escalation clauses and immaterial amounts of contingent rent expense. We expect that in thenormal course of business leases that expire will be renewed or replaced by leases on other properties.Operating Leases as Lessor and IRU RevenueWe enter into lease or service arrangements for IRU capacity on our fiber optic cable systems with third parties and for many of theseleases or service arrangements, we received up-front cash payments. We have $47.8 million and $45.8 million in deferred revenueat December 31, 2012 and 2011 respectively, representing cash received from customers for which we will recognize revenue in thefuture. The arrangements under these operating leases expire on various dates through 2032. The revenue will be recognized overthe terms of the agreements.A summary of minimum future lease or service arrangement cash receipts including IRUs and the provision of certain other serviceare as follows (amounts in thousands):Years ending December 31, 2013 $11,322 2014 6,325 2015 5,094 2016 4,969 2017 4,949 2018 and thereafter 27,064 Total minimum future service revenues $59,723 The cost of assets that are leased to customers is $259.8 million and $258.6 million as of December 31, 2012 and 2011,respectively. The carrying value of assets leased to customers is $143.6 million and $153.1 million as of December 31, 2012 and2011, respectively.Guaranteed Service LevelsCertain customers have guaranteed levels of service with varying terms. In the event we are unable to provide the minimum servicelevels we may incur penalties or issue credits to customers. 153 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsSelf-InsuranceThrough December 31, 2012, we were self-insured for losses and liabilities related primarily to health and welfare claims up to$500,000 per incident and $2.0 million per year per beneficiary above which third party insurance applied. These limits will remainthe same for 2013. A reserve of $2.7 million and $1.6 million was recorded at December 31, 2012 and 2011, respectively, to coverestimated reported losses, estimated unreported losses based on past experience modified for current trends, and estimatedexpenses for settling claims. We are self-insured for all losses and liabilities related to workers’ compensation claims in Alaska andhave a workers compensation excess insurance policy to make claim for any losses in excess of $500,000 per incident. A reserve of$2.4 million and $1.9 million was recorded at December 31, 2012 and 2011, respectively, to cover estimated reported losses andestimated expenses for open and active claims. Included in this reserve for the years ended December 31, 2012 and 2011, was $1.0million and $1.1 million, respectively, for the GCI-owned aircraft accident further discussed below. Actual losses will vary from therecorded reserves. While we use what we believe are pertinent information and factors in determining the amount of reserves,future additions to the reserves may be necessary due to changes in the information and factors used.We are self-insured for damage or loss to certain of our transmission facilities, including our buried, undersea, and above-groundtransmission lines. If we become subject to substantial uninsured liabilities due to damage or loss to such facilities, our financialposition, results of operations or liquidity may be adversely affected.Litigation, Disputes, and Regulatory MattersWe are involved in various lawsuits, billing disputes, legal proceedings, and regulatory matters that have arisen from time to time inthe normal course of business. The range of possible losses from asserted and unasserted claims recorded and possibly recorded inthe future do not have a material adverse effect on our financial position, results of operations or liquidity. In addition, in August2010, a GCI-owned aircraft was involved in an accident resulting in five fatalities and injuries to the remaining four passengers onboard. We had aircraft and liability insurance coverage in effect at the time of the accident. During 2012, final payments on allresolved claims were made with the exception of any potential claims for environmental remediation. All paid claims related to theaccident have been resolved within insurance policy limits and were recorded net of these recoveries in our Consolidated IncomeStatements. We cannot predict the likelihood or nature of any potential claims for environmental remediation.Universal ServiceAs an ETC, we receive support from the USF to provide wireline local access and wireless services in high cost areas. OnNovember 29, 2011, the FCC published the High Cost Order which divided support to Alaska between Urban and Remoteareas. CETCs serving Urban areas that generally include Anchorage, Fairbanks, and Juneau will follow national reforms, hadsupport per provider per service area capped as of January 1, 2012, and a five-step phase-down commenced on July 1, 2012. Inaddition to broader reforms, the FCC tailored revisions specifically for CETCs serving Remote Alaska, intended to address theunique challenges for serving these areas. Support to these locations is capped and is being distributed on a per-line basis until thelater of July 1, 2014, or the last full month prior to the implementation of a successor funding mechanism. A further rulemaking toconsider successor funding mechanisms is underway. We cannot predict at this time the outcome of this proceeding or its effect onRemote high cost support available to us, but our revenue for providing local services in these areas would be materially adverselyaffected by a substantial reduction of USF support. 154 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial StatementsWireless AcquisitionOn June 4, 2012, we entered into an Asset Purchase and Contribution Agreement (“Wireless Agreement”) by and among AlaskaCommunications Systems Group, Inc. (“ACS”), GCI, ACS Wireless, Inc., a wholly owned subsidiary of ACS (“ACS Member”),GCI Wireless Holdings, LLC, a wholly owned subsidiary of GCI, and The Alaska Wireless Network, LLC (“AWN”), a wholly ownedsubsidiary of GCI, pursuant to which the parties have agreed to contribute the respective wireless network assets of GCI, ACS andtheir affiliates to AWN. We entered into this agreement to provide a robust, statewide network with the spectrum mix, scale,advanced technology and cost structure necessary to compete with Verizon Wireless (“Verizon”) and AT&T Mobility, LLC (“AT&TMobility”) in Alaska. After the transaction closes AWN will provide wholesale services to GCI and ACS. GCI and ACS will use theAWN network in order to continue to sell services to their respective retail customers. GCI and ACS will continue to compete againsteach other and other wireless providers in the retail market.Under the terms of the Wireless Agreement, we agreed to purchase certain wireless network assets from ACS and its affiliates for$100.0 million and we will contribute the purchased assets, our wireless network assets and certain rights to use capacity toAWN. ACS also agreed to contribute its remaining wireless network assets and certain rights to use capacity to AWN. Upon thecontribution of assets to AWN, ACS Member will own one-third of AWN and we will own two-thirds of AWN. ACS Member will beentitled to receive preferential cash distributions totaling $190.0 million over the first four years of AWN’s operations and we will beentitled to all remaining cash distributions during that period. We anticipate that the $190.0 million preferential distributions to ACSwill constitute approximately $80 million in excess of the distributions otherwise attributable to their ownership percentage duringsuch period. Following the initial four year period, we and ACS Member will receive distributions proportional to our ownershipinterests. We are evaluating the accounting treatment for this transaction.The closing of the transactions is subject to the satisfaction of customary closing conditions, including the receipt of requiredgovernmental and third party consents and approvals and the expiration of any applicable waiting periods under competition laws. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired without any objections. Thetransactions are expected to close in the second quarter of 2013.Cable Service Rate ReregulationFederal law permits regulation of basic cable programming services rates. However, Alaska law provides that cable television serviceis exempt from regulation by the RCA unless 25% of a system’s subscribers request such regulation by filing a petition with theRCA. At December 31, 2012, only the Juneau system is subject to RCA regulation of its basic service rates. No petition requestingregulation has been filed for any other system. The Juneau system serves 7% of our total basic service subscribers at December 31,2012.TERRA-NorthwestAs a requirement of NMTC #1, NMTC #2 and NMTC #3, we have guaranteed completion of TERRA-NW by December 31,2014. We plan to fund an additional $20.7 million for TERRA-NW. We began construction in 2012 and expect to complete allcurrent phases of the project in 2014. We began offering service on Phase 1 of this new facility on January 3, 2013.Denali Media HoldingsOn November 9, 2012, we entered into asset purchase agreements, pursuant to which Denali Media Holdings, a wholly ownedsubsidiary of GCI, through its wholly owned subsidiaries, Denali Media Anchorage, Corp. and Denali Media Southeast, Corp.,agreed to purchase three Alaska broadcast stations: CBS affiliate KTVA-TV of Anchorage and NBC affiliates KATH-TV in Juneau andKSCT-TV of Sitka, for a total of $7.6 million (“Media Agreements”). The Media Agreements are subject to the satisfaction ofcustomary closing conditions, including the receipt of required governmental approvals from the FCC. The transactions are expectedto close in the second half of 2013. 155 GENERAL COMMUNICATION, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements(14) Selected Quarterly Financial Data (Unaudited)The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2012 and 2011 (amountsin thousands, except per share amounts): FirstSecondThirdFourth QuarterQuarterQuarterQuarter2012 Total revenues$ 171,907 176,104 178,494 183,676 Operating income$ 19,685 24,633 25,392 19,270 Net income attributable to GCI$ 1,429 3,982 3,700 562 Basic net income attributable to GCI per common share$ 0.03 0.10 0.09 0.01 Diluted net income attributable to GCI per common share1 $ 0.03 0.09 0.09 0.01 2011 Total revenues$ 164,777 168,089 177,703 168,812 Operating income$ 20,262 22,300 31,933 16,030 Net income (loss) attributable to GCI2 $ 1,399 (2,043) 7,239 (870)Basic net income (loss) attributable to GCI per common share$ 0.03 (0.04) 0.16 (0.02)Diluted net income (loss) attributable to GCI per common share1,2$ 0.02 (0.04) 0.15 (0.02) 1Due to rounding, the sum of quarterly diluted net income attributable to GCI per common share amounts does not agree to total yeardiluted net income attributable to GCI per common share.2Due to the immaterial error correction discussed in Note 1(af), some amounts are revised from prior period financial statements.(15) Subsequent EventOn February 15, 2013, we borrowed $10.0 million under the revolving portion of our Senior Credit Facility. After consideration of thistransaction, we have $54.7 million available for borrowing under the revolving portion of our Senior Credit Facility. 156 Item 15(b). ExhibitsListed below are the exhibits that are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):Exhibit No.Description2.1Amendment, dated as of October 1, 2012, to Asset Purchase and Contribution Agreement, dated as of June 4, 2012,among Alaska Communications Systems Group, Inc., General Communication, Inc., ACS Wireless, Inc., GCIWireless Holdings, LLC and The Alaska Wireless Network, LLC (57) 3.1 Restated Articles of Incorporation of the Company dated August 20, 2007 (37)3.2 Amended and Restated Bylaws of the Company dated August 20, 2007 (36)4.1 Certified copy of the General Communication, Inc. Amendment No. 1, dated as of June 25, 2007, to the Amended andRestated 1986 Stock Option Plan (33)10.3 Westin Building Lease (3)10.4 Duncan and Hughes Deferred Bonus Agreements (4)10.5 Compensation Agreement between General Communication, Inc. and William C. Behnke dated January 1, 1997 (13)10.6 Order approving Application for a Certificate of Public Convenience and Necessity to operate as a Telecommunications(Intrastate Interexchange Carrier) Public Utility within Alaska (2)10.13 MCI Carrier Agreement between MCI Telecommunications Corporation and General Communication, Inc. datedJanuary 1, 1993 (5)10.14 Contract for Alaska Access Services Agreement between MCI Telecommunications Corporation and GeneralCommunication, Inc. dated January 1, 1993 (5)10.15 Promissory Note Agreement between General Communication, Inc. and Ronald A. Duncan, dated August 13, 1993 (6)10.16 Deferred Compensation Agreement between General Communication, Inc. and Ronald A. Duncan, dated August 13,1993 (6)10.17 Pledge Agreement between General Communication, Inc. and Ronald A. Duncan, dated August 13, 1993 (6)10.20 The GCI Special Non-Qualified Deferred Compensation Plan (7)10.21 Transponder Purchase Agreement for Galaxy X between Hughes Communications Galaxy, Inc. and GCICommunication Corp. (7)10.25 Licenses: (3)10.25.1214 Authorization10.25.2International Resale Authorization10.25.3Digital Electronic Message Service Authorization10.25.11Certificate of Convenience and Public Necessity – Telecommunications Service (Local Exchange) dated July 7,2000 (29)10.26 ATU Interconnection Agreement between GCI Communication Corp. and Municipality of Anchorage, executed January15, 1997 (12)10.29 Asset Purchase Agreement, dated April 15, 1996, among General Communication, Inc., ACNFI, ACNJI and ACNKSI(8)10.30 Asset Purchase Agreement, dated May 10, 1996, among General Communication, Inc., and Alaska Cablevision, Inc.(8)10.31 Asset Purchase Agreement, dated May 10, 1996, among General Communication, Inc., and McCaw/Rock HomerCable System, J.V. (8)10.32 Asset Purchase Agreement, dated May 10, 1996, between General Communication, Inc., and McCaw/Rock SewardCable System, J.V. (8)10.33 Amendment No. 1 to Securities Purchase and Sale Agreement, dated October 31, 1996, among GeneralCommunication, Inc., and the Prime Sellers Agent (9)10.34 First Amendment to Asset Purchase Agreement, dated October 30, 1996, among General Communication, Inc.,ACNFI, ACNJI and ACNKSI (9) 157 Exhibit No. Description10.36 Order Approving Arbitrated Interconnection Agreement as Resolved and Modified by Order U-96-89(5) dated January 14,1997 (12)10.37 Amendment to the MCI Carrier Agreement executed April 20, 1994 (12)10.38 Amendment No. 1 to MCI Carrier Agreement executed July 26, 1994 (11)10.39 MCI Carrier Addendum—MCI 800 DAL Service effective February 1, 1994 (11)10.40 Third Amendment to MCI Carrier Agreement dated as of October 1, 1994 (11)10.41 Fourth Amendment to MCI Carrier Agreement dated as of September 25, 1995 (11)10.42 Fifth Amendment to the MCI Carrier Agreement executed April 19, 1996 (12)10.43 Sixth Amendment to MCI Carrier Agreement dated as of March 1, 1996 (11)10.44 Seventh Amendment to MCI Carrier Agreement dated November 27, 1996 (14)10.45 First Amendment to Contract for Alaska Access Services between General Communication, Inc. and MCITelecommunications Corporation dated April 1, 1996 (14)10.46 Service Mark License Agreement between MCI Communications Corporation and General Communication, Inc. datedApril 13, 1994 (13)10.47 Radio Station Authorization (Personal Communications Service License), Issue Date June 23, 1995 (13)10.50 Contract No. 92MR067A Telecommunications Services between BP Exploration (Alaska), Inc. and GCI NetworkSystems dated April 1, 1992 (14)10.51 Amendment No. 03 to BP Exploration (Alaska) Inc. Contract No. 92MRO67A effective August 1, 1996 (14)10.52 Lease Agreement dated September 30, 1991 between RDB Company and General Communication, Inc. (2)10.54 Order Approving Transfer Upon Closing, Subject to Conditions, and Requiring Filings dated September 23, 1996 (13)10.55 Order Granting Extension of Time and Clarifying Order dated October 21, 1996 (13)10.58 Employment and Deferred Compensation Agreement between General Communication, Inc. and John M. Lowber datedJuly 1992 (13)10.59 Deferred Compensation Agreement between GCI Communication Corp. and Dana L. Tindall dated August 15, 1994 (13)10.60 Transponder Lease Agreement between General Communication Incorporated and Hughes Communications SatelliteServices, Inc., executed August 8, 1989 (6)10.61 Addendum to Galaxy X Transponder Purchase Agreement between GCI Communication Corp. and HughesCommunications Galaxy, Inc. dated August 24, 1995 (13)10.62 Order Approving Application, Subject to Conditions; Requiring Filing; and Approving Proposed Tariff on an InceptionBasis, dated February 4, 1997 (13)10.66 Supply Contract Between Submarine Systems International Ltd. And GCI Communication Corp. dated as of July 11,1997. (15)10.67 Supply Contract Between Tyco Submarine Systems Ltd. And Alaska United Fiber System Partnership Contract VariationNo. 1 dated as of December 1, 1997. (15)10.71 Third Amendment to Contract for Alaska Access Services between General Communication, Inc. and MCITelecommunications Corporation dated February 27, 1998 (16) #10.80 Fourth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly ownedsubsidiary GCI Communication Corp., and MCI WorldCom dated January 1, 1999. (17) # 158 Exhibit No. Description10.89 Fifth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly ownedsubsidiary GCI Communication Corp., and MCI WorldCom Network Services, Inc., formerly known as MCITelecommunications Corporation dated August 7, 2000 # (18)10.90 Sixth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly ownedsubsidiary GCI Communication Corp., and MCI WorldCom Network Services, Inc., formerly known as MCITelecommunications Corporation dated February 14, 2001 # (18)10.91 Seventh Amendment to Contract for Alaska Access Services between General Communication, Inc. and its whollyowned subsidiary GCI Communication Corp., and MCI WorldCom Network Services, Inc., formerly known as MCITelecommunications Corporation dated March 8, 2001 # (18)10.100 Contract for Alaska Access Services between Sprint Communications Company L.P. and General Communication, Inc.and its wholly owned subsidiary GCI Communication Corp. dated March 12, 2002 # (21)10.102 First Amendment to Lease Agreement dated as of September 2002 between RDB Company and GCI CommunicationCorp. as successor in interest to General Communication, Inc. (22)10.103 Agreement and plan of merger of GCI American Cablesystems, Inc. a Delaware corporation and GCI Cablesystems ofAlaska, Inc. an Alaska corporation each with and into GCI Cable, Inc. an Alaska corporation, adopted as of December 10,2002 (22)10.104 Articles of merger between GCI Cablesystems of Alaska, Inc. and GCI Cable, Inc., adopted as of December 10,2002 (22)10.105 Aircraft lease agreement between GCI Communication Corp., and Alaska corporation and 560 Company, Inc., an Alaskacorporation, dated as of January 22, 2001 (22)10.106 First amendment to aircraft lease agreement between GCI Communication Corp., and Alaska corporation and 560Company, Inc., an Alaska corporation, dated as of February 8, 2002 (22)10.108 Bonus Agreement between General Communication, Inc. and Wilson Hughes (23)10.109 Eighth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly ownedsubsidiary GCI Communication Corp., and MCI WorldCom Network Services, Inc. # (23)10.110 Settlement and Release Agreement between General Communication, Inc. and WorldCom, Inc. (23)10.112 Waiver letter agreement dated as of February 13, 2004 for Credit, Guaranty, Security and Pledge Agreement (24)10.113 Indenture dated as of February 17, 2004 between GCI, Inc. and The Bank of New York, as trustee (24)10.114 Registration Rights Agreement dated as of February 17, 2004, among GCI, Inc., and Deutsche Bank Securities Inc.,Jefferies & Company, Inc., Credit Lyonnais Securities (USA), Inc., Blaylock & Partners, L.P., Ferris, Baker Watts,Incorporated, and TD Securities (USA), Inc., as Initial Purchasers (24)10.121 First amendment to contract for Alaska Access Services between Sprint Communications Company L.P. and GeneralCommunication, Inc. and its wholly owned subsidiary GCI Communication Corp. dated July 24, 2002 # (26)10.122 Second amendment to contract for Alaska Access Services between Sprint Communications Company L.P. and GeneralCommunication, Inc. and its wholly owned subsidiary GCI Communication Corp. dated December 31, 2003 (26) 159 Exhibit No. Description10.123 Third amendment to contract for Alaska Access Services between Sprint Communications Company L.P. and GeneralCommunication, Inc. and its wholly owned subsidiary GCI Communication Corp. dated February 19, 2004 # (26)10.124 Fourth amendment to contract for Alaska Access Services between Sprint Communications Company L.P. and GeneralCommunication, Inc. and its wholly owned subsidiary GCI Communication Corp. dated June 30, 2004 # (26)10.128 Fifth amendment to contract for Alaska Access Services between Sprint Communications Company L.P. and GeneralCommunication, Inc. and its wholly owned subsidiary GCI Communication Corp. dated January 22, 2005 # (27)10.129 Ninth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly ownedsubsidiary GCI Communication Corp., and MCI WorldCom Network Services, Inc. # (28)10.130 Amended and Restated Credit Agreement among GCI Holdings, Inc. and Calyon New York Branch as AdministrativeAgent, Sole Lead Arranger, and Co-Bookrunner, The Initial Lenders and Initial Issuing Bank Named Herein as InitialLenders and Initial Issuing Bank, General Electric Capital Corporation as Syndication Agent, and Union Bank ofCalifornia, N.A., CoBank, ACB, CIT Lending Services Corporation and Wells Fargo Bank, N.A. as Co-DocumentationAgents, dated as of August 31, 2005 (28)10.131 Amended and Restated 1986 Stock Option Plan of General Communication, Inc. as of June 7, 2005 (28)10.132 Amendment No. 1 to $150 Million EBITDA Incentive Program dated December 30, 2005 (29)10.134 Full-time Transponder Capacity Agreement with PanAmSat Corporation dated March 31, 2006 # (30)10.135 Tenth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly ownedsubsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services(successor-in-interest to MCI Network Services, Inc., which was formerly known as MCI WorldCom Network Services)# (31)10.136 Reorganization Agreement among General Communication, Inc., Alaska DigiTel, LLC, The Members of Alaska DigiTel,LLC, AKD Holdings, LLC and The Members of Denali PCS, LLC dated as of June 16, 2006 (Nonmaterial schedulesand exhibits to the Reorganization Agreement have been omitted pursuant to Item 601b.2 of Regulation S-K. We agree tofurnish supplementally to the Commission upon request a copy of any omitted schedule or exhibit.) # (32)10.137 Second Amended and Restated Operating Agreement of Alaska DigiTel, LLC dated as of January 1, 2007 (We agree tofurnish supplementally to the Commission upon request a copy of any omitted schedule or exhibit.) # (32)10.138 Sixth amendment to contract for Alaska Access Services between Sprint Communications Company L.P. and GeneralCommunication, Inc. and its wholly owned subsidiary GCI Communication Corp. dated September 20, 2006 (33)10.139 Seventh amendment to contract for Alaska Access Services between Sprint Communications Company L.P. andGeneral Communication, Inc. and its wholly owned subsidiary GCI Communication Corp. dated January 17, 2007 #(33)10.140 General Communication, Inc. Director Compensation Plan dated June 29, 2006 (33) 160 Exhibit No. Description10.141 Eleventh Amendment to Contract for Alaska Access Services between General Communication, Inc. and its whollyowned subsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services(successor-in-interest to MCI Network Services, Inc., which was formerly known as MCI WorldCom Network Services) #(35)10.142 Third Amendment to the Amended and Restated Credit Agreement among GCI Holdings, Inc., GCI CommunicationCorp., GCI Cable, Inc., GCI Fiber Communication Co., Potter View Development Co., Inc., and Alaska United FiberSystem Partnership, GCI, Inc., the banks, financial institutions, and other lenders party hereto and Calyon New YorkBranch as Administrative Agent, dated as of September 14, 2007 (36)10.143 Joinder Agreement dated as of September 28, 2007 among BNP Paribas, U.S. Bank National Association, GCIHoldings, Inc., GCI Communication Corp., GCI Cable, Inc., GCI Fiber Communication Co., Potter View DevelopmentCo., Inc., and Alaska United Fiber System Partnership, GCI, Inc., and Calyon New York Branch as Administrative Agent(36)10.144 Strategic Roaming Agreement dated as of October 30, 2007 between Alaska DigiTel, LLC. And WirelessCo L.P. # (37)10.145 CDMA Build-out Agreement dated as of October 30, 2007 between Alaska DigiTel, LLC. and WirelessCo L.P.(Nonmaterial schedules and exhibits to the Reorganization Agreement have been omitted pursuant to Item 601b.2 ofRegulation S-K. We agree to furnish supplementally to the Commission upon request a copy of any omitted schedule orexhibit.) # (37)10.146 Long-term de Facto Transfer Spectrum Leasing agreement between Alaska DigiTel, LLC. and SprintCom, Inc. # (37)10.147 Twelfth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly ownedsubsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services(successor-in-interest to MCI Network Services, Inc., which was formerly known as MCI WorldCom Network Services)dated November 19, 2007 (Nonmaterial schedules and exhibits to the Reorganization Agreement have been omittedpursuant to Item 601b.2 of Regulation S-K. We agree to furnish supplementally to the Commission upon request a copyof any omitted schedule or exhibit.) # (37)10.148 Stock Purchase Agreement dated as of October 12, 2007 among GCI Communication Corp., United Companies, Inc.,Sea Lion Corporation and Togiak Natives LTD. (Nonmaterial schedules and exhibits to the Reorganization Agreementhave been omitted pursuant to Item 601b.2 of Regulation S-K. We agree to furnish supplementally to the Commissionupon request a copy of any omitted schedule or exhibit.) (37)10.149 Fourth Amendment to the Amended and Restated Credit Agreement dated as of May 2, 2008 by and among GCIHoldings, Inc., the other parties thereto and Calyon New York Branch, as administrative agent, and the other Lendersparty thereto (38)10.150 Second Amendment to Lease Agreement dated as of April 8, 2008 between RDB Company and GCI CommunicationCorp. as successor in interest to General Communication, Inc. (39)10.153 Thirteenth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its whollyowned subsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services(successor-in-interest to MCI Network Services, Inc., which was formally known as MCI WorldCom Network Services)dated January 16, 2008 # (39) 161 Exhibit No. Description10.154 Fourteenth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its whollyowned subsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services(successor-in-interest to MCI Network Services, Inc., which was formally known as MCI WorldCom Network Services)dated May 15, 2008 (40)10.155 Contract for Alaska Access Services between the Company and Verizon, dated January 1, 1993 (41) #10.156 Third Amendment to Contract for Alaska Access Services between the Company and Verizon, dated February 27, 1998(41) #10.157 Fourth Amendment to Contract for Alaska Access Services between the Company and Verizon, dated January 1, 1999(41) #10.158 Fifth Amendment to the Amended and Restated Credit Agreement dated as of October 17, 2008 by and among Holdings,Inc. the other parties thereto and Calyon New York Branch, as administrative agent, and the other Lenders party thereto(42)10.159 Amendment to Deferred Bonus Agreement dated December 31, 2008 by and among the Company, the Employer andMr. Duncan (43)10.160 Amendment to Deferred Compensation Agreement dated December 31, 2008 by and among the Company, theEmployer and Mr. Duncan (43)10.161 First Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication Corp. dated February 15, 2008 # (44)10.162 Second Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication Corp. dated April 9, 2008 # (44)10.163 Third Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication Corp. dated June 4, 2008 # (44)10.164 Fourth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication Corp. dated June 4, 2008 # (44)10.165 Fifth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication Corp. dated September 30, 2008 # (44)10.166 Sixth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication Corp. dated October 31, 2008 # (44)10.167 Seventh Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication Corp. dated November 6, 2008 # (44)10.168 Eighth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication Corp. dated June 8, 2009 # (44)10.169 Fifteenth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its whollyowned subsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services(successor-in-interest to MCI Network Services, Inc., which was formally known as MCI WorldCom Network Services)dated May 5, 2009 # (44)10.170 Second Amended and Restated Credit Agreement dated as of January 29, 2010 by and among GCI Holdings, Inc., theother parties thereto and Calyon New York Branch, as administrative agent, and the other Lenders party thereto (45) 162 Exhibit No. Description10.171 Sixteenth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its whollyowned subsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services(successor-in-interest to MCI Network Services, Inc., which was formally known as MCI WorldCom Network Services)dated October 13, 2009 (46)10.172 Seventeenth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its whollyowned subsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services(successor-in-interest to MCI Network Services, Inc., which was formally known as MCI WorldCom Network Services)dated December 8, 2009 # (46)10.173 Audit Committee Charter (as revised by the Board of Directors of General Communication, Inc. effective January 1,2010) (47)10.174 Nominating and Corporate Governance Committee Charter (as revised by the Board of Directors of GeneralCommunication, Inc. effective as of January 1, 2010) (47)10.175 Ninth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication, Corp. dated June 29, 2010 # (47)10.176 Stock Purchase Agreement between General Communication, Inc. and Arctic Slope Regional Corporation, an Alaskacorporation, dated as of October 21, 2010 (48)10.177 Description of Incentive Compensation Guidelines for Named Executive Officers (49)10.178 Amended and restated aircraft lease agreement between GCI Communication Corp., and Alaska corporation and 560Company, Inc., an Alaska corporation, dated as of February 25, 2005 (53)10.179 First amendment to the amended and restated aircraft lease agreement between GCI Communication Corp., and Alaskacorporation and 560 Company, Inc., an Alaska corporation, dated as of December 27, 2010 (53)10.180Tenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication, Corp. dated September 24, 2010 # (53)10.181 Eleventh Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication, Corp. dated September 23, 2010 # (53)10.182 Twelfth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication, Corp. dated November 5, 2010 # (53)10.183 Reorganization Agreement among General Communication, Inc., Alaska DigiTel, LLC, The Members of Alaska DigiTel,LLC, AKD Holdings, LLC and The Members of Denali PCS, LLC dated as of June 16, 2006 (Nonmaterial schedulesand exhibits to the Reorganization Agreement have been omitted pursuant to Item 601b.2 of Regulation S-K. We agree tofurnish supplementally to the Commission upon request a copy of any omitted schedule or exhibit.) (53)10.184 Second Amended and Restated Operating Agreement of Alaska DigiTel, LLC dated as of January 1, 2007 (We agree tofurnish supplementally to the Commission upon request a copy of any omitted schedule or exhibit.) (53)10.185 Amendment No. 2 to the Amended and Restated 1986 Stock Option Plan of General Communication, Inc. (50)10.186 Amendment No. 3 to the Amended and Restated 1986 Stock Option Plan of General Communication, Inc. (53) 163 Exhibit No. Description10.187 Amended Memorandum of Understanding dated effective as of January 26, 2006 setting forth the principal terms andconditions of transactions proposed to be consummated among Alaska DigiTel, LLC, an Alaska limited liability company,all of the members of Denali PCS, LLC, an Alaska limited liability company, and General Communication, Inc., anAlaska corporation (53)10.188 Broadband Initiatives Program Loan/Grant and Security Agreement between United Utilities, Inc. and the United Statesof America dated as of June 1, 2010 # (53)10.189 Add-on Term Loan Supplement No. 1 (51)10.190Second Amended and Restated Aircraft Lease Agreement between GCI Communication Corp., an Alaska corporationand 560 Company, Inc., an Alaska corporation, dated May 9, 2011 (52)10.191 Add-on Term Loan Supplement No. 2 (54)10.192 Credit Agreement dated August 30, 2011 by and between Unicom, Inc. as borrower and Northern Development FundVIII, LLC as Lender and Travois New Markets Project CDE X, LLC as Lender and Waveland Sub CDE XVI, LLC asLender and Alaska Growth Capital Bidco, Inc. as Disbursing Agent (55)10.193 Asset Purchase and Contribution Agreement Dated as of June 4, 2012 By and Among Alaska CommunicationsSystems Group, Inc., ACS Wireless, Inc., GeneralCommunication, Inc., GCI Wireless Holdings, LLC and The Alaska Wireless Network, LLC # (56)10.194 Add-on Term Loan Supplement No. 3 (56)10.195 Credit Agreement dated October 3, 2012 by and between Unicom, Inc. as borrower and USBCDE Sub-CDE 74, LLC asLender and Cherokee Nation Sub-CDE II, LLC as Lender and LBCDE Sub2, LLC as Lender and Waveland Sub CDEXXII, LLC as Lender (58)10.196 Thirteenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication, Corp. dated March 14, 2011 # * 10.197 Fourteenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication, Corp. dated June 7, 2011 # * 10.198 Fifteenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication, Corp. dated December 29, 2011 # * 10.199Sixteenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) between Intelsat Corporation,formerly known as PanAmSat Corporation and GCI Communication, Corp. dated December 21, 2012 # * 14 Code Of Business Conduct and Ethics (originally reported as exhibit 10.118) (25)18.1 Letter regarding change in accounting principle (39)21.1 Subsidiaries of the Registrant *23.1 Consent of Grant Thornton LLP (Independent Public Accountant for Company) *31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *32 Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002 * 164 Exhibit No. Description 101 The following materials from General Communication, Inc.'s Annual Report on Form10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible BusinessReporting Language): (i) Consolidated Balance Sheets as of December 31, 2012 and 2011; (ii) Consolidated IncomeStatements for the years ended December 31, 2012, 2011 and 2010; (iii) Consolidated Statements of Stockholders'Equity for the years ended December 31, 2012, 2011 and 2010; (iv) Consolidated Statements of Cash Flows for theyears ended December 31, 2012, 2011 and 2010; and (v) Notes to Consolidated Financial Statements * #CONFIDENTIAL PORTION has been omitted pursuant to a request for confidential treatment by us to, and the materialhas been separately filed with, the SEC. Each omitted Confidential Portion is marked by three asterisks.*Filed herewith. Exhibit ReferenceDescription1 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 19902 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 19913 Incorporated by reference to The Company’s Registration Statement on Form 10 (File No. 0-15279), mailed to theSecurities and Exchange Commission on December 30, 19864 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 1989.5 Incorporated by reference to The Company’s Current Report on Form 8-K dated June 4, 1993.6 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 1993.7 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 1995.8 Incorporated by reference to The Company’s Form S-4 Registration Statement dated October 4, 1996.9 Incorporated by reference to The Company’s Current Report on Form 8-K dated November 13, 1996.10 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 1996.11 Incorporated by reference to The Company’s Current Report on Form 8-K dated March 14, 1996, filed March 28, 1996.12 Incorporated by reference to The Company’s Form S-3 Registration Statement (File No. 333-28001) dated May 29, 1997.13 Incorporated by reference to The Company’s Amendment No. 1 to Form S-3/A Registration Statement (File No. 333-28001) dated July 8, 1997. 165 Exhibit Reference Description14 Incorporated by reference to The Company’s Amendment No. 2 to Form S-3/A Registration Statement (File No. 333-28001) dated July 21, 1997.15 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 1997.16 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 1998.17 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1999.18 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2001.19 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2001.20 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 2001.21 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.22 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 2002.23 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003.24 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 2003.25 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004.26 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.27 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005.28 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005.29 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 2005 filedMarch 16, 2006.30 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.31 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2006.32 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filedMarch 19, 2007.33 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007.34 Incorporated by reference to The Company’s Form S-8 filed with the SEC on July 27, 2007. 166 Exhibit Reference Description35 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007.36 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007.37 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filedMarch 7, 2008.38 Incorporated by reference to the Company's Report on Form 8-K for the period May 2, 2008 filed May 8, 2008.39 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008.40 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008.41 Incorporated by reference to The Company's Report on Form 8-K for the period September 19, 2008 filed on September22, 2008.42 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2008.43 Incorporated by reference to The Company's Report on Form 8-K for the period December 31, 2008 filed January 6, 2009.44 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.45 Incorporated by reference to The Company's Report on Form 8-K for the period January 29, 2010 filed February 3, 2010.46 Incorporated by reference to The Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filedMarch 12, 2010.47 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 filedAugust 5, 2010.48 Incorporated by reference to The Company's Report on Form 8-K for the period October 21, 2010 filed October 27, 2010.49 Incorporated by reference to The Company's Report on Form 8-K for the period October 7, 2010 filed October 15, 2010.50 Incorporated by reference to The Company’s Form SC TO-I dated August 6, 2009.51 Incorporated by reference to The Company's Report on Form 8-K for the period June 10, 2011 filed June 14, 2011.52 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 filedAugust 9, 2011.53 Incorporated by reference to The Company's Report on Form 8-K for the period July 22, 2011 filed July 26, 2011.54 Incorporated by reference to The Company's Report on Form 8-K for the period August 30, 2011 filed September 6, 2011.55 Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended December 31, 2010, filedMarch 15, 2011. 56 Incorporated by reference to The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 filedAugust 6, 2012. 167 Exhibit Reference Description57 Incorporated by reference to The Company's Report on Form 8-K for the period October 1, 2012 filed October 2, 2012.58 Incorporated by reference to The Company's Report on Form 8-K for the period October 3, 2012 filed October 9, 2012. 168 SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned thereunto duly authorized.GENERAL COMMUNICATION, INC. By:/s/ Ronald A. Duncan Ronald A. Duncan, President (Chief Executive Officer) Date:March 8, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons onbehalf of the registrant and in the capacities and on the date indicated.Signature Title Date /s/ Stephen M. Brett Chairman of Board and Director March 8, 2013Stephen M. Brett /s/ Ronald A. Duncan President and Director March 8, 2013Ronald A. Duncan (Principal Executive Officer) /s/ Jerry A. Edgerton Director March 8, 2013Jerry A. Edgerton /s/ Scott M. Fisher Director March 8, 2013Scott M. Fisher /s/ William P. Glasgow Director March 8, 2013William P. Glasgow /s/ Mark W. Kroloff Director March 7, 2013Mark W. Kroloff /s/ Stephen R. Mooney Director March 8, 2013Stephen R. Mooney /s/ James M. Schneider Director March 4, 2013James M. Schneider /s/ John M. Lowber Senior Vice President, Chief Financial March 8, 2013John M. Lowber Officer, and Treasurer(Principal Financial Officer) /s/ Lynda L. Tarbath Vice President, Chief Accounting March 8, 2013Lynda L. Tarbath Officer (Principal Accounting Officer) 169  Exhibit 21.1 Exhibit 21.1SUBSIDIARIES OF THE REGISTRANTEntityJurisdiction ofOrganizationName Under Which Subsidiary Does BusinessAlaska United Fiber System PartnershipAlaskaAlaska United Fiber System Partnership, Alaska United FiberSystem, Alaska United GCI Communication Corp.AlaskaGCI, GCC, GCICC, GCI Communication Corp. GCI, Inc.AlaskaGCI, GCI, Inc. GCI Cable, Inc.AlaskaGCI Cable, GCI Cable, Inc. GCI Holdings, Inc.AlaskaGCI Holdings, Inc. Potter View Development Co., Inc.AlaskaPotter View Development Co., Inc. GCI Fiber Communication, Co., Inc. AlaskaGCI Fiber Communication, Co., Inc., GFCC, Kanas Cycle30, Inc. AlaskaCycle30, Inc., Cycle30GCI Wireless Holdings, LLC AlaskaGCI Wireless Holdings, LLCThe Alaska Wireless Network, LLC DelawareThe Alaska Wireless Network, AWNDenali Media Holdings, Corp. AlaskaDenali Media Holdings, CorpDenali Media Anchorage, Corp AlaskaDenali Media Anchorage, CorpDenali Media Southeast, Corp AlaskaDenali Media Southeast, CorpGCI Community Development, LLC AlaskaGCI Community Development, LLCUnicom, Inc. AlaskaUnicom, Inc., UnicomUnited-KUC, Inc. AlaskaUnited-KUC, Inc., United-KUC, KUCUnited Utilities, Inc. AlaskaUnited Utilities, Inc. United Utilities, UUIUnited2, LLCAlaskaUnited2, LLC, United2   Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We have issued our reports dated March 8, 2013, with respect to the consolidated financial statements and internal control over financialreporting included in the Annual Report of General Communication, Inc. on Form 10-K for the year ended December 31, 2012. We herebyconsent to the incorporation by reference of said reports in the Registration Statements of General Communication, Inc. on Forms S-8 (FileNo.’s 33-60728, effective April 5, 1993, 333-8760, effective September 27, 1995, 333-66877, effective November 6, 1998, 333-45054,effective September 1, 2000, 333-106453, effective June 25, 2003, 333-152857, effective August 7, 2008, 33-60222, effective April 5, 1993,333-8758, effective August 24, 1995, 333-8762, effective February 20, 1998, 333-87639, effective September 23, 1999, 333-59796,effective April 30, 2001, 333-99003, effective August 30, 2002, 333-117783, effective July 30, 2004, 333-144916, effective July 27, 2007,and 333-165878, effective April 2, 2010). (signed) Grant Thornton LLPSeattle, Washington March 8, 2013    Exhibit 31.1SECTION 302 CERTIFICATIONI, Ronald A. Duncan, certify that:1.I have reviewed this annual report on Form 10-K of General Communication, Inc. for the period ended December 31, 2012;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 theregistrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat 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 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 inaccordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (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; and5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the 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 likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and  SECTION 302 CERTIFICATION b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. /s/ Ronald A. DuncanDate: March 8, 2013Ronald A. Duncan President and Director    Exhibit 31.2SECTION 302 CERTIFICATIONI, John M. Lowber, certify that:1.I have reviewed this annual report on Form 10-K of General Communication, Inc. for the period ended December 31, 2012;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 theregistrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat 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 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 inaccordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (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; and5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the 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 likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and  SECTION 302 CERTIFICATION b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. /s/ John M. LowberDate: March 8, 2013John M. Lowber Senior Vice President, Chief Financial Officer, and Treasurer    Exhibit 32.1CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002In connection with the Annual Report of General Communication, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2012 as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald A. Duncan, Chief Executive Officer of the Company, certify, pursuant to18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 8, 2013 /s/ Ronald A. Duncan Ronald A. Duncan Chief Executive Officer General Communication, Inc.    Exhibit 32.2CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002In connection with the Annual Report of General Communication, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2012 as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Lowber, Chief Financial Officer of the Company, certify, pursuant to18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 8, 2013 /s/ John M. Lowber John M. Lowber Chief Financial Officer General Communication, Inc.   Exhibit 10.196 *** Confidential Portion has been omitted pursuant to a request for confidential treatment by the Company to, and the material has beenseparately filed with, the SEC. Each omitted Confidential Portion is marked by three Asterisks.THIRTEENTH AMENDMENT TO THE FULL-TIME-TRANSPONDER CAPACITY AGREEMENT (PRE-LAUNCH)This Thirteenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) (the “Thirteenth Amendment”) is made and entered into as ofthis 14th day of March, 2011 by and between INTELSAT CORPORATION, formerly known as PanAmSat Corporation, a Delaware corporation(“Intelsat”), and GCI COMMUNICATION CORP., an Alaskan corporation (“Customer”).RECITALSWHEREAS, pursuant to that certain Full-Time Transponder Capacity Agreement (Pre-Launch) dated as of March 31, 2006, as amended (collectively, the“Agreement”) between Intelsat and Customer, Intelsat is providing Customer with *** transponders on Galaxy 18; *** transponder on Galaxy 18; ***transponders on Horizons 1; and *** Transponder Segment on Horizon-1;WHEREAS, Customer and Intelsat wish to amend the terms of the Agreement to increase *** Transponder Capacity by *** Transponder on the Galaxy 18satellite, subject to the return of such Transponder from a third party customer.AGREEMENTNOW, THEREFORE, in consideration of the foregoing and of mutual covenants and agreements hereinafter set forth, the sufficiency and receipt of which ishereby acknowledged, the parties agree as follows:1. Except as specifically provided herein, all terms and provisions of the Agreement shall remain in full force and effect.2. Section 1.1, Description of Capacity. This Section shall be deleted and replaced with the following: Intelsat agrees to provide to Customer and Customer agrees to accept from Intelsat, on a full time basis twenty-four (24) hours a day, seven (7) days aweek), in outerspace, for the Capacity Term (as defined here), the Customer’s Transponder Capacity (defined below) meeting the “PerformanceSpecifications” set forth in the “Technical Appendix” attached hereto as Appendix B. For purposes of this Agreement, the “Customer’s TransponderCapacity” or “Customer’s Transponders” shall consist of (a) ***, *** (as defined in Section 1.2, below)*** transponders (collectively, the “***Transponders’ and individually, the “*** Transponder”) from that certain U.S. domestic satellite referred to by Intelsat as “Galaxy 18,” located ingeostationary orbit at 123 degrees West Longitude, (b) ***, *** transponders from the *** payload of that certain satellite referred to by Intelsat as“Horizons 1” at 127 degrees West Longitude (“*** Transponder”); (c) ***, *** Transponder (as defined below) from Galaxy 18 (the “Galaxy 18*** Transponder”) meeting the Performance Specifications set forth in the attached Appendix B-1; (d) and *** Transponder Segment on Horizons1; and (e) *** Transponder from that certain U.S. domestic satellite referred to by Intelsat as “Galaxy 18,” located in geostationary orbit at 123degrees West Longitude (the “*** Galaxy 18 Transponder”), which shall be provided to Customer upon the return into inventory of suchTransponder by a third party customer. A *** Transponder is a transponder that will be *** the Protected Parties of *** Transponders with respect to the performance of their ***Transponders. *** Transponders shall be *** the Protected Parties of the *** Transponders (or such Protected Party’s predecessor in interest)executed transponder purchase, lease, or use agreement for such *** Transponders. The transponders on the Satellite and the beams in which these transponders are grouped are referred to as “Transponder(s)” and the “Beam(s),”respectively. Galaxy 18, Galaxy 13 or Horizons 1 or such other satellite as to which Customer may at the time be using capacity hereunder, asapplied in context herein, is referred to as the “Satellite.” Intelsat shall not preempt or interrupt the provision of the Customer’s TransponderCapacity to Customer, except as specifically permitted under this Agreement. 3.Capacity Term. The Capacity Term for the *** Galaxy 18 Transponder shall commence upon the later to occur of: (a) ***; or (b) the date uponwhich a third party customer returns such Transponder into inventory and shall continue for a period of ***. In the event the *** Galaxy 18Transponder is not returned to Intelsat by the third party customer by ***, this Amendment shall be deemed null and void. 4.Monthly Fee. The Monthly Fee for the *** Galaxy 18 Transponder shall be US$*** inclusive of the Backup Protection Fee of $***. 5.Except as specifically set forth in this Amendment, all terms and conditions of the Agreement remain in full force and effect.IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Twelfth Amendment as of the day and year above written.INTELSAT CORPORATION GCI COMMUNICATION CORP.By: _/s/ Patricia Casey_____________ By: _/s/ Jimmy R. Sipes__________Name: _Patricia Casey_____________ Name: _Jimmy R. Sipes__________Title:_SVP and Deputy General Counsel_Title: _VP Network Services and Chief Engineer_   Exhibit 10.197 *** Confidential Portion has been omitted pursuant to a request for confidential treatment by the Company to, and the material has beenseparately filed with, the SEC. Each omitted Confidential Portion is marked by three Asterisks.FOURTEENTH AMENDMENT TO THE FULL-TIME-TRANSPONDER CAPACITY AGREEMENT (PRE-LAUNCH)This Fourteenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) (the “Fourteenth Amendment”) is made and entered into as ofthis 7th day of June, 2011 by and between INTELSAT CORPORATION, formerly known as PanAmSat Corporation, a Delaware corporation (“Intelsat”),and GCI COMMUNICATION CORP., an Alaskan corporation (“Customer”).RECITALSWHEREAS, pursuant to that certain Full-Time Transponder Capacity Agreement (Pre-Launch) dated as of March 31, 2006, as amended (collectively, the“Agreement”) between Intelsat and Customer, Intelsat is providing Customer with *** transponders on Galaxy 18; *** transponder on Galaxy 18; ***transponders on Horizons 1; and *** Transponder Segment on Horizon-1;WHEREAS, Customer and Intelsat wish to amend the terms of the Agreement to modify the Capacity Term for certain of *** Transponder Capacity onGalaxy 18.AGREEMENTNOW, THEREFORE, in consideration of the foregoing and of mutual covenants and agreements hereinafter set forth, the sufficiency and receipt of which ishereby acknowledged, the parties agree as follows:1. Except as specifically provided herein, all terms and provisions of the Agreement shall remain in full force and effect. 2.Capacity Term. The Capacity Term for the Galaxy 18 *** Transponder and the *** Capacity shall be extended for an additional *** period to***. The Monthly Fee for this extended Capacity Term shall remain the same. In addition, the Capacity Term for the *** Transponder Capacityshall be reduced by ***, ending ***. 3.Except as specifically set forth in this Amendment, all terms and conditions of the Agreement remain in full force and effect.IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Twelfth Amendment as of the day and year above written.INTELSAT CORPORATION GCI COMMUNICATION CORP.By: _/s/ Patricia Casey___ By: _/s/ Jimmy R. Sipes_________Name: __Patricia Casey_____ Name: _Jimmy R. Sipes_________Title:_Senior VP and Deputy General Counsel_Title: _VP Network Services and Chief Engineer_   Exhibit 10.198 *** Confidential Portion has been omitted pursuant to a request for confidential treatment by the Company to, and the material has beenseparately filed with, the SEC. Each omitted Confidential Portion is marked by three Asterisks.FIFTEENTH AMENDMENT TO THE FULL-TIME-TRANSPONDER CAPACITY AGREEMENT (PRE-LAUNCH)This Fifteenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) (the “Fifteenth Amendment”) is made and entered into as of this29th day of December, 2011 by and between INTELSAT CORPORATION, formerly known as PanAmSat Corporation, a Delaware corporation (“Intelsat”),and GCI COMMUNICATION CORP., an Alaskan corporation (“Customer”).RECITALSWHEREAS, pursuant to that certain Full-Time Transponder Capacity Agreement (Pre-Launch) dated as of March 31, 2006, as amended (collectively, the“Agreement”) between Intelsat and Customer, Intelsat is providing Customer with *** transponders on Galaxy 18; *** transponder on Galaxy 18; ***transponders on Horizons 1; and *** Transponder Segment on Horizon-1;WHEREAS, Customer and Intelsat wish to amend the terms of the Agreement to modify the Capacity Term for certain of *** Transponder Capacity onGalaxy18.AGREEMENTNOW, THEREFORE, in consideration of the foregoing and of mutual covenants and agreements hereinafter set forth, the sufficiency and receipt of which ishereby acknowledged, the parties agree as follows:1. Except as specifically provided herein, all terms and provisions of the Agreement shall remain in full force and effect. 2.Capacity Term. The Capacity Term for the Galaxy 18 *** Transponder, migrated from Galaxy 13 effective ***, currently transponder *** isextended to ***. 3.Section 3.1, Monthly Fee. Commencing on ***, the Monthly Fee for the above referenced transponder shall be increased to US$*** permonth. The Monthly Fee includes the fee of $*** for telemetry, tracking and command and $*** for *** protection as described in Articles 14 and15. 4.Migration. The parties agree that Customer will be vacating its transponder *** on Galaxy 18 effective *** and Intelsat will migrate the servicecurrently on transponder *** to ***. 5.Except as specifically set forth in this Amendment, all terms and conditions of the Agreement remain in full force and effect.IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Twelfth Amendment as of the day and year above written.INTELSAT CORPORATION GCI COMMUNICATION CORP.By: _/s/ Patricia Casey_______ By: _/s/ Jimmy R. Sipes___________Name: _Patricia Casey_________ Name: _Jimmy R. Sipes___________Title:_Senior VP and Deputy General Counsel_Title: _VP Network Services and Chief Engineer_   Exhibit 10.199 *** Confidential Portion has been omitted pursuant to a request for confidential treatment by the Company to, and the material has beenseparately filed with, the SEC. Each omitted Confidential Portion is marked by three Asterisks.SIXTEENTH AMENDMENT TO THE FULL-TIME-TRANSPONDER CAPACITY AGREEMENT (PRE-LAUNCH)This Sixteenth Amendment to the Full-Time Transponder Capacity Agreement (Pre-Launch) (the “Sixteenth Amendment”) is made and entered into as of this21st day of December, 2012 by and between INTELSAT CORPORATION, formerly known as PanAmSat Corporation, a Delaware corporation (“Intelsat”),and GCI COMMUNICATION CORP., an Alaskan corporation (“Customer”).RECITALSWHEREAS, pursuant to that certain Full-Time Transponder Capacity Agreement (Pre-Launch) dated as of March 31, 2006, as amended (collectively, the“Agreement”) between Intelsat and Customer, Intelsat is providing Customer with *** transponders on Galaxy 18; *** transponder on Galaxy 18; ***transponders on Horizons 1; and *** Transponder Segment on Horizons-1;WHEREAS, Customer and Intelsat wish to amend the terms of the Agreement to increase *** Transponder Capacity by *** Transponder on the Galaxy 18satellite.AGREEMENTNOW, THEREFORE, in consideration of the foregoing and of mutual covenants and agreements hereinafter set forth, the sufficiency and receipt of which ishereby acknowledged, the parties agree as follows:1. Except as specifically provided herein, all terms and provisions of the Agreement shall remain in full force and effect.2. Section 1.1, Description of Capacity. This Section shall be deleted and replaced with the following: Intelsat agrees to provide to Customer and Customer agrees to accept from Intelsat, on a full time basis twenty-four (24) hours a day, seven (7) days aweek), in outerspace, for the Capacity Term (as defined here), the Customer’s Transponder Capacity (defined below) meeting the “PerformanceSpecifications” set forth in the “Technical Appendix” attached hereto as Appendix B. For purposes of this Agreement, the “Customer’s TransponderCapacity” or “Customer’s Transponders” shall consist of (a) ***, *** (as defined in Section 1.2, below) *** transponders (collectively, the “***Transponders’ and individually, the “*** Transponder”) from that certain U.S. domestic satellite referred to by Intelsat as “Galaxy 18,” located ingeostationary orbit at 123 degrees West Longitude, (b) ***, *** transponders from the *** payload of that certain satellite referred to by Intelsat as“Horizons 1” at 127 degrees West Longitude (“*** Transponder”); (c) ***, *** Transponder (as defined below) from Galaxy 18 (the “Galaxy 18*** Transponder”) meeting the Performance Specifications set forth in the attached Appendix B-1; (d) and *** Transponder Segment on Horizons1; and (e) *** Transponder from that certain U.S. domestic satellite referred to by Intelsat as “Galaxy 18,” located in geostationary orbit at 123degrees West Longitude (the “Second *** Galaxy 18 Transponder”). A *** Transponder is a transponder that will be *** the Protected Parties of *** Transponders with respect to the performance of their ***Transponders. *** Transponders shall be *** the Protected Parties of the *** Transponders (or such Protected Party’s predecessor in interest)executed transponder purchase, lease, or use agreement for such *** Transponders. The transponders on the Satellite and the beams in which these transponders are grouped are referred to as “Transponder(s)” and the “Beam(s),”respectively. Galaxy 18, Galaxy 13 or Horizons 1 or such other satellite as to which Customer may at the time be using capacity hereunder, asapplied in context herein, is referred to as the “Satellite.” Intelsat shall not preempt or interrupt the provision of the Customer’s TransponderCapacity to Customer, except as specifically permitted under this Agreement. 3.Capacity Term. The Capacity Term for the *** Galaxy 18 Transponder shall commence *** and shall continue for a period of *** to ***. 4.Monthly Fee. The Monthly Fee for the *** Galaxy 18 Transponder shall be US$*** inclusive of the Backup Protection Fee of $***. 5.Except as specifically set forth in this Amendment, all terms and conditions of the Agreement remain in full force and effect.IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Twelfth Amendment as of the day and year above written.INTELSAT CORPORATION GCI COMMUNICATION CORP.By: _/s/ Patricia A. Casey_________ By: _/s/ Jimmy Sipes____________Name: _Patricia A. Casey__________ Name: _Jimmy Sipes____________Title:_SVP & Deputy General Counsel_Title: _VP Network Services and Chief Engineer_   

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