NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

References to "we", "our", "us" and the like throughout the Consolidated Financial Statements refer to Lee Enterprises, Incorporated and subsidiaries (the "Company"). References to "

2019

", "

2018

", "

2017

" and the like refer to the fiscal years ended the last Sunday in

September.

Fiscal years

2019

and

2017

include

weeks and

2018

includes

weeks of operations.

Lee Enterprises, Incorporated is a leading provider of high quality, trusted, local news and information, and a major platform for advertising in the markets we serve. We operate

principally mid-sized local media operations (including TNI Partners ("TNI") and Madison Newspapers, Inc. ("MNI")) across

states.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Consolidated Financial Statements include our accounts and those of our subsidiaries, all of which are wholly-owned, except for our

50%

interest in TNI,

50%

interest in MNI and

82.5%

interest in TownNews, TNI and MNI are accounted for under the equity method. Results of TownNews are consolidated.

February 2018,

the Financial Accounting Standards Board (“FASB”) issued new guidance to allow a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from what is commonly referred to as the Tax Cuts and Jobs Act (the

"2017

Tax Act"). In the

first

quarter of fiscal year

2018,

we re-measured our deferred taxes related to unrealized gains on our investment balances using the reduced tax rate. As required by GAAP, we recognized the net tax benefit in the provision for income taxes in our consolidated income statements, and we reclassified a

$3,067,000

net tax benefit from AOCI to retained earnings in our consolidated balance sheets. Adoption of the standard had

impact to our consolidated income statements or cash flows statements.

March 2016,

the FASB issued a new standard that makes improvements to the accounting for employee share-based payments. The new standard simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes and statutory tax withholding requirements, as well as classification in the statement of cash flows. We adopted this standard in

2018

and the impact from the adoption of this standard did

not

have a material impact on the Consolidated Financial Statements.

Fiscal Year

All of our enterprises use period accounting with the fiscal year ending on the last Sunday in

September.

Subsequent Events

We have evaluated subsequent events through

December 13, 2019.

events have occurred subsequent to

September 29, 2019

that require disclosure or recognition in these financial statements.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities t

hat are

not

readily apparent from other sources. Actual results

may

differ from these estimates under different assumptions or conditions.

Principles of Consolidation

All significant intercompany transactions and balances have been eliminated.

Investments in TNI and MNI are accounted for using the equity method and are reported at cost, plus our share of undistributed earnings since acquisition less, for TNI, amortization of, and reductions in the value of, intangible assets.

Cash and Cash Equivalents

We consider all highly liquid debt instruments purchased with an original maturity of

three

months or less at date of acquisition to be cash equivalents.

Accounts Receivable

We evaluate our allowance for doubtful accounts receivable based on historical credit experience, payment trends and other economic factors. Delinquency is determined based on timing of payments in relation to billing dates. Accounts considered to be uncollectible are written off.

Inventories

Newsprint inventories and other inventories are priced at the lower of cost or net realizable value. LIFO newsprint inventories at

September 29, 2019

and

September 30, 2018

are less than replacement cost by

$1,661,000

and

,333,00

, respectively.

The components of inventory by cost method are as follows:

(Thousands of Dollars)	September 29, 2019		September 30, 2018

Newsprint - FIFO method		1,498		2,079
Newsprint - LIFO method		1,296		2,071
Other inventory - FIFO method		975		1,534
		3,769		5,684

Other Investments

Other investments primarily consist of marketable securities held in trust under a deferred compensation arrangement and investments for which

established market exists. Marketable securities are classified as trading securities and carried at fair value with gains and losses reported in earnings. Non-marketable securities are carried at cost.

Property and Equipment

Property and equipment are carried at cost. Equipment, except for printing presses and preprint insertion equipment, is depreciated primarily by declining-balance methods. The straight-line method is used for all other assets. The estimated useful lives are as follows:

	Years

Buildings and improvements		4 - 54
Printing presses and insertion equipment		5 - 28
Other		3 - 17

We recognize the fair value of a liability for a legal obligation to perform an asset retirement activity when such activity is a condition of a future event and the fair value of the liability can be estimated. The cost of asset retirements and related accruals was

not

material in

2019,

2018

2017.

Goodwill and Other Intangible Assets

Intangible assets include covenants

not

to compete, consulting agreements, customer lists, newspaper subscriber lists and mastheads. Intangible assets subject to amortization are being amortized using the straight-line method as follows:

	Years

Customer lists		15 - 23
Newspaper subscriber lists		10 - 33

We review goodwill for impairment on an annual basis by performing a qualitative and quantitative assessment. Companies with reporting units with

zero

or negative carrying value are required to disclose the amount of goodwill for those reporting units.

The Company's goodwill is all attributable to single reporting unit entity with negative carrying value. In

2019

and

2018

, the Company had

$250,309,000

and

$246,176,000

of goodwill in the Consolidated Balance Sheets, respectively. The annual assessment is made on the

first

day of our

fourth

fiscal quarter, or more frequently if impairment triggers are noted.

We review non-amortizing intangibles for impairment on an annual basis. Should we determine that a non-amortized intangible asset impairment is more likely than

not,

we make a determination of the individual asset's fair value. Fair value is determined using the relief from royalty method, which estimates fair value based upon appropriate royalties of future revenue discounted to their present value. The impairment amount, if any, is calculated based on the excess of the carrying amount over the fair value of such asset.

We analyze goodwill and other non-amortized intangible assets for impairment more frequently if impairment indicators are present. Such indicators of impairment include, but are

not

limited to, changes in business climate and operating or cash flow losses related to such assets.

We review our amortizable intangible assets for impairment when indicators of impairment are present. We assess recoverability of these assets by comparing the estimated undiscounted cash flows associated with the asset group with their carrying amount. The impairment amount, if any, is calculated based on the excess of the carrying amount over the fair value of those asset groups.

The required valuation methodology and underlying financial information that are used to determine fair value require significant judgments to be made by us and represent a Level

fair value measurement. These judgments include, but are

not

limited to, long term projections of future financial performance and the selection of appropriate discount rates used to determine the present value of future cash flows. Changes in such estimates or the application of alternative assumptions could produce significantly different results.

We also periodically evaluate the useful lives of amortizable intangible assets. Any resulting changes in the useful lives of such intangible assets will

not

impact our cash flows. However, a decrease in the useful lives of such intangible assets would increase future amortization expense and decrease future reported operating results and earnings per common share.

Future decreases in our market value, or significant differences in revenue, expenses or cash flows from estimates used to determine fair value, could result in impairment charges in the future. See Note

Non-controlling Interest

Non-controlling interest in earnings of TownNews is recognized in the Consolidated Financial Statements.

Revenue Recognition

October 1, 2018,

we adopted the New Revenue Standard, using the modified retrospective method applied to those contracts which were

not

completed as of that date. Results for reporting periods beginning after

October 1, 2018

are presented under the new guidance while prior period amounts are

not

adjusted and continue to be reported in accordance with legacy accounting under the old guidance. We did

not

record any adjustments to beginning retained earnings at

October 1, 2018

as a result of adopting the new guidance.

Recognition principles:

Revenue is recognized when a performance obligation is satisfied by the transfer of control of the contracted goods or services to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services.

Advertising and marketing services revenue:

Advertising and marketing services revenue includes amounts charged to customers for retail, national, or classified advertising space purchased in our newspapers, advertisements placed on our digital platforms, and other print advertising products such as preprint inserts and direct mail. Advertising and marketing services revenue also include amounts charged to customers for digital marketing services which include: audience extension, Search Engine Optimization ("SEO"), Search Engine Marketing ("SEM"), web and mobile production, social media services and reputation monitoring and management. The following define the timing of revenue recognition for each general revenue category:

•

Print advertising revenue is recognized at the point in time the associated publication has been delivered.

•

Digital advertising revenue is recognized at the point in time that impressions are delivered.

•

Digital marketing services revenue is recognized over the period of time which the service is performed.

Advertising and marketing services contract transaction prices consist of fixed consideration. We recognize revenue when control of the related performance obligation transfers to the customer.

Payments for advertising revenue is due upon completion of our performance obligations at previously agreed upon rates. In instances where the timing of revenue recognition differs from the timing of invoicing, such timing differences are

not

large. As a result, we have determined that our contracts do

not

include a significant financing component.

Subscription revenue:

Subscription revenue includes revenue for content delivered to consumers via print and digital products purchased by readers or distributors. Single copy revenue is also included in subscription revenue. Subscription revenue from single-copy and home delivery subscriptions is recognized at the point in time the publications are delivered. Digital subscription revenue is recognized over time as performance obligations are met via on-demand availability of online content made available to customers throughout the contract term. Payments for subscription revenue is typically collected in advance, are for contract periods of

one

year or less and result in an unearned revenue liability that is reduced when revenue is recognized.

Other revenue:

Other revenue primarily consists of digital services, Management Agreement revenue, commercial printing and delivery of

third

party products. Management Agreement revenue consists of fixed and variable fees collected from our Management Agreement. Fixed fee revenue from the Management Agreement is recognized over time and paid quarterly and variable fees are paid annually. Variable fees are recognized when the fees are deemed earned and it is probable that a significant reversal in the amount of cumulative revenue recognized will

not

occur when the uncertainty associated with the variable consideration is subsequently resolved. Commercial printing and delivery revenue is recognized when the product is delivered to the customer.

Digital services revenues, which are primarily delivered through TownNews, are primarily comprised of contractual agreements to provide webhosting and content management services. As such, digital services revenue is recognized over the contract period. Prices for digital services are agreed upon in advance of the contract beginning and are typically billed in arrears on a monthly basis, with the exception of implementation fees which are recognized as deferred revenue and amortized over the contract period.

Arrangements with multiple performance obligations:

We have various advertising and subscription agreements which include both print and digital performance obligations. Revenue from sales agreements that contain multiple performance obligations are allocated to each obligation based on the relative standalone selling price. We determine standalone selling prices based on observable prices charged to customers. See footnote

Advertising Costs

A substantial amount of our advertising and promotion consists of advertising placed in our own publications and digital platforms, using available space. The incremental cost of such advertising is

not

significant and is

not

measured separately by us. External advertising costs are

not

significant and are expensed as incurred.

Restructuring Costs and Other

We incur severance related costs on an ongoing basis in response to overall industry trends. We accrue for severance related items generally as part of planned business transformation efforts when the impacted employees can be identified and the amounts are estimable. We did

not

have a significant severance liability as of

September 29, 2019

September 30, 2019.

Other costs included in Restructuring Costs and Other include estimated impacts of withdrawals from our multiemployer plans. Multiemployer plans are discussed in Note

Pension, Postretirement and Postemployment Benefit Plans

We evaluate our liabilities for pension, postretirement and postemployment benefit plans based upon computations made by consulting actuaries, incorporating estimates and actuarial assumptions of future plan service costs, future interest costs on projected benefit obligations, rates of compensation increases, when applicable, employee turnover rates, anticipated mortality rates, expected investment returns on plan assets, asset allocation assumptions of plan assets and other factors.

We use a fiscal year end measurement date for all our pension and postretirement obligations in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic

715,

Retirement Plans

. We use the alternative spot rate approach which utilizes a full yield curve to estimate the interest cost component of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.

Income Taxes

Deferred income tax assets are recognized for deductible temporary differences and loss carryforwards and deferred income tax liabilities are recognized for taxable temporary differences which are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred income tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than

not

that some portion or all of the deferred income tax assets will

not

be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

We recognize the effect of income tax positions only if those positions are more likely than

not

of being sustained. Recognized income tax positions are measured at the largest amount that is greater than

50%

likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Fair Value of Financial Instruments

We utilize FASB ASC Topic

820,

Fair Value Measurements and Disclosures

, to measure and report fair value. FASB ASC Topic

820

defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FASB ASC Topic

820

establishes a

three

-level hierarchy of fair value measurements based on whether the inputs to those measurements are observable or unobservable, which consists of the following levels:

Level

- Quoted prices for identical instruments in active markets.

Level

- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are

not

active; and model-derived valuations in which all significant inputs are observable in active markets.

Level

- Valuations derived from valuation techniques in which

one

or more significant inputs are unobservable.

Investments measured at net asset value, as a practical expedient for fair value, are excluded from the fair value hierarchy.

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

Cash and cash equivalents c

onsist of short term deposits valued based on quoted prices in active markets. Such investments are classified as Level

Treasury Inflation-Protected Securities

("TIPS")

consist of low yield mutual funds and are valued by quoted market prices. Such investments are classified as Level

Equity securities

are valued based on the closing market price in an active market and are classified as Level

Certain investments in commingled funds are valued at the end of the period based upon the value of the underlying investments as determined by quoted market prices. Such investments are classified as Level

Debt securities

consist of government securities that are valued based upon quoted market prices in an active market. Such investments are classified as Level

Corporate bonds that are valued based on quoted market prices in an inactive market are classified as Level

Certain investments in commingled funds are valued at the net asset value of units held at the end of the period based upon the value of the underlying investments as determined by quoted market prices. Such investments are excluded from the fair value hierarchy.

Hedge funds

consist of a long/short equity funds and a diversified fund of funds. These funds are valued at the net asset value of units held at the end of the period based upon the value of the underlying investments, which is determined using multiple approaches including by quoted market prices and by private market quotations. Such investments are excluded from the fair value hierarchy.

Stock Compensation and Warrants

We have several active stock-based compensation plans. We account for grants under those plans under the fair value expense recognition provisions of FASB ASC Topic

718,

Compensation-Stock Compensation

. We determine the fair value of stock options using the Black-Scholes option pricing formula. Key inputs to this formula include expected term, expected volatility and the risk-free interest rate.

The expected term represents the period that our stock-based awards are expected to be outstanding, and is determined based on historical experience of similar awards, giving consideration to contractual terms of the awards, vesting schedules and expectations of future employee behavior. The volatility factor is calculated using historical market data for our Common Stock. The time frame used is equal to the expected term. We base the risk-free interest rate on the yield to maturity at the time of the stock option grant on

zero

-coupon U.S. government bonds having a remaining term equal to the option's expected term. When estimating forfeitures, we consider voluntary termination behavior as well as actual option forfeitures.

We amortize as compensation expense the value of stock options and restricted Common Stock using the straight-line method over the vesting or restriction period, which is generally

one

four

years.

We also have

6,000,000

warrants outstanding to purchase shares of our Common Stock. Warrants are recorded at fair value determined using the Black-Scholes option pricing formula. See Notes

and

12.

Uninsured Risks

We are self-insured for health care, workers compensation and certain long-term disability costs of our employees, subject to stop loss insurance, which limits our losses in the event of large claims. We accrue our estimated health care costs in the period in which such costs are incurred, including an estimate of incurred but

not

reported claims. Other risks are insured and carry deductible losses of varying amounts. Letters of credit and performance bonds totaling

$3,901,000

September 29, 2019

are outstanding in support of our insurance program.

Our accrued reserves for health care and workers compensation claims are based upon estimates of the remaining liability for retained losses made by consulting actuaries. The amount of workers compensation reserve has been determined based upon historical patterns of incurred and paid loss development factors from the insurance industry.

Recently Issued Accounting Standards - Standards Adopted in

2019

March 2017,

the Financial Accounting Standards Board ("FASB") issued a new standard to improve the presentation of pension and postretirement benefit expense. The new standard requires that the service cost component of pension and postretirement benefits expense is recognized as compensation expense, while the remaining components of the expense are presented outside of operating income. The prior presentation included all components of the expense as Compensation in our Consolidated Statements of Income and Comprehensive Income. As a result of the adoption of this standard, we recorded other non-operating income of

$2,847,000,

$2,830,000

and

$3,417,000

2019,

2018

and

2017,

respectively. These amounts were previously recognized as compensation.

August 2016,

the FASB issued a new standard to conform the presentation in the statement of cash flows for certain transactions, including cash distributions from equity method investments, among others. The new standard was adopted in

2019

and did

not

result in a change to our statement of cash flows.

May 2014,

the FASB issued ASU

No.

2014

“Revenue from Contracts with Customers” and in

2015,

2016,

and

2017

the FASB issued several clarifying updates to this new standard (ASU

No.

2015

14,

2016

08,

2016

10,

2016

11,

2016

12,

2016

and

2017

), which collectively comprises ASC Topic

606

“Revenue from Contracts with Customers”. Topic

606

supersedes the revenue recognition requirements in Topic

605

“Revenue Recognition” and is effective fiscal years beginning after

December 15, 2017.

Topic

606

provides a

five

-step model in determining when and how revenue is recognized and requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The new standard was adopted in

2019

using the modified retrospective method and did

not

result in a material change to our Consolidated Financial Statements. See to Note

for disclosures as a result of this adoption.

Recently Issued Accounting Standards - Standards

Not

Yet Adopted

February 2016,

the FASB issued a new standard for the accounting treatment of leases. The new standard is based on the principle that entities should recognize assets and liabilities arising from leases. The new standard's primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on most operating lease arrangements. Lessees are permitted to make an accounting policy election to

not

recognize the asset and liability for leases with a term of

twelve

months or less. In addition, the new standard expands the disclosure requirements of lease arrangements. Lessees have the option to use a modified retrospective transition approach, which includes a number of practical expedients. As a result of utilizing the modified retrospective transition approach, we will

not

restate prior year financial statements to conform to the new guidance. We expect to elect the package of practical expedients, which permits the Company to

not

reassess under the new standard the prior conclusions about lease identification, lease classification, or initial direct costs. In addition, we will

not

reassess whether existing land easements which were previously

not

accounted for as leases are or contain leases under the new guidance.

To date, we reviewed all existing leases and contracts, completed data entry for in-scope leases into our selected software solution which is compatible with our current financial reporting and control environment and quantified a range of expected financial impacts. We will adopt the new standard effective

September 30, 2019,

the

first

day of fiscal year

2020.

We expect to recognize upon adoption, lease liabilities and right of use assets ranging from

$9,600,000

$12,600,000.

Right-of-use assets have been adjusted for lease incentives and initial direct costs. We are still evaluating for potential embedded leases relating to our outsourced printing contracts, which could result in material additional lease obligations and right-of-use assets. We do

not

expect the adoption of the new standard will have a material impact on our Consolidated Statements of Income or Consolidated Statement of Cash Flows.

June 2016,

the FASB issued a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a wider array of reasonable and supportable information to inform and develop credit loss estimates. We will be required to use a forward-looking expected credit loss model for both accounts receivables and other financial instruments. The new standard will be adopted beginning

September 29, 2020

using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align our credit loss methodology with the new standard. We are currently evaluating the impact of this standard on our consolidated financial statements.