gciform11k12312011.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-15279

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

GENERAL COMMUNICATION, INC.

401(k) Plan

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

GENERAL COMMUNICATION, INC.

2550 Denali Street, Suite 1000

Anchorage, Alaska 99503

GENERAL COMMUNICATION, INC.

401(k) PLAN

FORM 11-K

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

TABLE OF CONTENTS

					Page No.

Report of Independent Registered Public Accounting Firm					3

Statements of Net Assets Available for Benefits at December 31, 2011 and 2010					4

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2011 and 2010					5

Notes to Financial Statements					6

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)					14

Signature					15

Schedules not listed above are omitted because of the absence of conditions under which they are required under the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974

Exhibit
Exhibit No. 23.1 – Consent of Grant Thornton LLP (Independent Registered Public Accounting Firm) (filed herewith)

Report of Independent Registered Public Accounting Firm

The Plan Trustees and Participants

General Communication, Inc. 401(k) Plan

We have audited the accompanying statements of net assets available for benefits of the General Communication Inc. 401(k) Plan (the Plan) as of December 31, 2011 and 2010, and the related statements of changes in net assets available for benefits for the years ended December 31, 2011 and 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used, and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the years ended December 31, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2011 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ GRANT THORNTON, LLP

Portland, Oregon

June 29, 2012

GENERAL COMMUNICATION, INC.

401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2011 and 2010

(Amounts in thousands)	2011		2010
Assets
Investments at fair value:
Participant directed:
Common stocks	$	46,557		63,355
Mutual funds		88,468		82,350
Group annuity insurance contract		17,790		15,456
Individually directed accounts		1,813		2,672
Total investments		154,628		163,833


Receivables:
Notes receivable from participants		4,549		3,564
Participant contributions		843		705
Employer contributions		743		615
		6,135		4,884

Liabilities
Excess contributions refundable:
Participant		193		696
Employer		4		17
		197		713

Net assets available for benefits	$	160,566		168,004

See accompanying notes to financial statements.

GENERAL COMMUNICATION, INC.

401(k) PLAN

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2011 and 2010

(Amounts in thousands)	2011			2010

Additions to net assets attributed to:
Contributions:
Participant	$	9,122			8,459
Employer		7,706			7,618
Total contributions		16,828			16,077

Investment income (loss):
Net appreciation (depreciation) in fair value of investments		(16,726	)		42,082
Dividend income		1,925			1,181
Interest income		96			53
Total investment income (loss)		(14,705	)		43,316

Interest from participant loans receivable		218			188

Total additions		2,341			59,581

Deductions to net assets attributed to:
Participant withdrawals		(9,485	)		(4,545	)
Corrective distribution of excess contributions		(197	)		(713	)
Administrative expenses		(97	)		(82	)
Total deductions		(9,779	)		(5,340	)

Net increase (decrease) in net assets available for benefits		(7,438	)		54,241
Net transfers in		-			7,015
Net assets available for benefits at beginning of period		168,004			106,748
Net assets available for benefits at end of period	$	160,566			168,004

See accompanying notes to financial statements.

GENERAL COMMUNICATION, INC.

401(k) PLAN

Notes to Financial Statements

(1) Description of Plan

The following description of the General Communication, Inc. 401(k) Plan ("Plan") provides general information only. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan covering employees of General Communication, Inc. (“GCI”) and affiliated companies, including employees of United Utilities, Inc. (“UUI”) (collectively, the "Company") who have completed one year of service, as defined in the Plan document. GCI and affiliated companies are parties-in-interest to the Plan.

Contributions

The Plan provides for a qualified cash or deferred arrangement as defined in Section 401(k) of the Internal Revenue Code of 1986 ("Code"). A participant may elect the following methods to make employee contributions:

(1)

Salary Reduction Contributions which will not be included in the participant's current earnings for federal income tax purposes but rather are taxable upon distribution, or

(2)

Roth 401(k) Contributions which will be included in the participant's current earnings for federal income tax purposes and are not taxable upon distribution.

Eligible employees of the Company may elect to reduce their compensation in any amount up to 50% of such compensation subject to a maximum of $16,500 in 2011 and 2010. Contributions may be made as salary reduction or Roth 401(k) contributions or a combination of both.

Compensation considered for all Plan purposes is subject to a compensation ceiling of $245,000 in 2011 and 2010. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions of no more than $5,500 during the years ended December 31, 2011 and 2010. Participant catch-up contributions are not eligible for matching.

The Plan allows up to 100% matching, as determined each year by the Company’s Board of Directors, of employee contributions. No more than 10% of any one participant’s compensation will be matched in any pay period. Company matching contributions made to the Plan may be invested in any Plan investment at any time by the participant.

Matching amounts contributed to the Plan by the Company are not taxed to the participant until distribution upon retirement, hardship, disability, death or termination of employment. Plan earnings are taxable to the employee either upon distribution or, in the case of certain qualifying GCI common stock distributions, upon eventual disposition of the stock.

Participant Accounts

Each participant account is credited with the participant's contributions, employer matching contributions and allocations of Plan earnings and losses. Plan earnings and losses are allocated on a daily basis, based upon the number of shares held by each participant account. Participants may change their investment allocation on a daily basis.

Vesting

A participant's interest in his or her Salary Reduction Contributions and Roth 401(k) Contributions is always fully vested and is not subject to forfeiture.

GENERAL COMMUNICATION, INC.

401(k) PLAN

Notes to Financial Statements

The participant's interest in the Company matched portion of their account (“Matching Account”) is vested based upon years of service with the Company (as defined in the Plan document), in accordance with the following schedule:

Years of Service	Vested Percentage
Less than 1		0	%
1 or more but less than 2		20	%
2 or more but less than 3		30	%
3 or more but less than 4		45	%
4 or more but less than 5		60	%
5 or more but less than 6		80	%
6 or more		100	%

Any portion of a participant's account which is forfeitable shall be forfeited on the earlier of the date a terminated participant receives a distribution or the date on which the participant experiences five consecutive one-year breaks in service (as defined in the Plan document).

A participant's interest in their Matching Account fully vests without regard to the number of years of service when the participant, while still employed: (i) attains Normal Retirement Age (as defined in the Plan document) and retires under the terms of the Plan; (ii) dies; or (iii) becomes totally and permanently disabled. A participant's interest in their Matching Account fully vests upon termination or partial termination of the Plan or upon complete discontinuance of Company contributions.

If a participant terminates participation for any reason other than attainment of Normal Retirement Age and retirement, death or disability while any portion of his or her account in the Plan is forfeitable, and receives a distribution of his or her vested account balance attributable to Company matching contributions not later than the close of the fifth Plan year following the Plan year in which participation terminated, then upon becoming an eligible employee, the participating employee will have the right to repay the distribution to the Plan in accordance with Plan provisions. The shares of that participating employee's account previously forfeited will be restored.

Payment of Benefits

A participant or beneficiary may elect to receive a lump-sum distribution equal to the value of the participant’s vested interest in his or her account upon termination due to death, disability or retirement.

Participants who terminate with vested benefits less than $1,000 may automatically receive the value of the vested interest in their account as a lump-sum distribution.

Forfeitures

If a participating employee terminates participation for any reason other than attainment of Normal Retirement Age and retirement, death or disability, that portion of his or her account attributable to Company matching contributions which has not vested will be forfeited. All forfeited amounts are used to reduce future Company matching contributions. During 2011 and 2010, employer contributions were reduced by $273,000 and $69,000, respectively, from forfeited nonvested accounts. At December 31, 2011 and 2010, $54,000 and $185,000, respectively, had been forfeited but had not yet been used to reduce the Company’s matching contributions.

Notes Receivable from Participants

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the portion of their vested account. Loan transactions are treated as a transfer to (from) the appropriate investment fund (from) to the participant’s loan. Loan terms range from one to five years. Loans are secured by the vested balance in the participant’s account and accrue interest at a fixed rate calculated at the loan date. In 2011 and 2010, the fixed rate was calculated using the bank prime loan rate reported at www.federalreserve.gov on the loan date plus two percent. Principal and interest are paid ratably through semi-monthly payroll deductions.

GENERAL COMMUNICATION, INC

401(k) PLAN

Notes to Financial Statements

(2) Summary of Significant Accounting Policies

Basis of Accounting

The Plan financial statements are based on the accrual method of accounting.

Investment contracts held by a defined-contribution plan are required to be reported at fair value.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Plan to make estimates and assumptions, such as those regarding the fair value of investments, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See note 8 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Pending settlements represent the value of sold or purchased securities during the three-business day settlement period.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.

Payment of Benefits

Benefits are recorded when paid.

(3) Recently Issued Accounting Standards

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-04: Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, resulting in additional disclosure requirements for fair value measurements. The update permits a reporting entity to measure the fair value of a group of financial assets and liabilities on the basis of the reporting entity’s net exposure to market risks or to credit risk on a recurring basis, subject to specific requirements. The update also specifies that in the absence of Level 1 inputs, a reporting entity should apply premiums or discounts when market participants would take them into account when pricing the asset or liability. In addition, the update enhances the disclosure requirements which require reporting entities to provide quantitative information about the inputs used in fair value measurement, particularly information about unobservable inputs used within Level 3 of the fair value hierarchy. The update also requires a reporting entity to disclose the valuation processes used for fair value measurements within Level 3. These amendments are to be applied prospectively, and are effective for annual periods beginning after December 15, 2011. Early adoption is permitted for interim periods beginning after December 31, 2011. Management does not expect the adoption to have a significant impact on the financial statements.

GENERAL COMMUNICATION, INC.

401(k) PLAN

Notes to Financial Statements

(4) Recently Adopted Accounting Standards

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-06, Improving Disclosures about Fair Value Measurements. ASU 2010-06 amended Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, to clarify certain existing fair value disclosures and require a number of additional disclosures. The requirement to present changes in Level 3 measurements on a gross basis only affected fair value measurement disclosures. The adoption of ASU 2010-06 on January 1, 2011, did not have an effect on the Plan's net assets available for benefits or its changes in net assets available for benefits.

(5) Administration of Plan Assets

Prudential is the Plan’s recordkeeper and asset trustee. Administrative expenses related to the Plan of $97,000 and $82,000 for the years ended December 31, 2011 and 2010, respectively, were paid by the Plan to the recordkeeper and asset trustee. The asset trustee charges trade fees for all transactions in common stock investments. Trade fees for mutual fund investments, if any, are described in each fund’s prospectus. Company employees provide administrative support to the Plan, but no employee receives compensation from the Plan and the Company is not reimbursed for these expenses.

(6) Amendment or Termination

The Company's Board of Directors has reserved the right to amend or terminate the Plan. No amendment may reduce the accrued benefits of any participant or give the Company any interest in the trust assets of the Plan. In the event of termination of the Plan, a participant with respect to the Plan becomes fully vested in his or her Matching Account.

(7)	Investments

The following investment choices were offered to Plan participants during the year ended December 31, 2011:

Common Stock:

·	GCI Class A and Class B

Mutual Funds:

·	Allianz NFJ Small Cap Value Fund

·	American Beacon Large Cap Value Fund

·	American Funds EuroPacific Growth Fund R-4

·	Cohen & Steers Realty Shares Fund

·	Fidelity Spartan Market Index Fund

·	Harbor Capital Appreciation Fund

·	Loomis Sayles Bond Fund

·	PIMCO Funds Total Return Fund

·	Vanguard Small Cap Growth Index

·	Vanguard Target Retirement 2020

·	Vanguard Target Retirement 2030

·	Vanguard Target Retirement 2040

·	Vanguard Target Retirement 2050

·	Vanguard Target Retirement Income

Group Annuity Insurance Contract:

·	Principal Preservation Separate Account of Prudential Retirement Insurance and Annuity Company

Participants have the option of having self-directed benefit accounts for which they may choose to buy any common stock or mutual fund.

Common stock investment prices per share at December 31, 2011 and 2010, were as follows:

	2011		2010
GCI Class A	$	9.79		12.66
GCI Class B	$	7.75		11.50

GENERAL COMMUNICATION, INC.

401(k) PLAN

Notes to Financial Statements

Investments which represent 5% or more of the Plan’s net assets at December 31, 2011 and 2010, were as follows (amounts in thousands):

	2011		2010
GCI Class A and Class B common stock	$	46,557		63,355
Principal Preservation Separate Account		17,790		15,456
PIMCO Funds Total Return Fund		11,936		11,336
American Beacon Large Cap Value Fund		9,814		10,799
American Funds EuroPacific Growth Fund R-4		10,915		9,938
Fidelity Spartan Market Index Fund		8,681		8,351
Allianz NFJ Small Cap Value Fund		8,567		8,292
	$	114,260		127,527

The percentage of plan assets invested in common stock of the plan sponsor at December 31, 2011 and 2010, are 29% and 38%, respectively.

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) have appreciated (depreciated) in value during the years ended December 31, 2011 and 2010, as follows (amounts in thousands):

	2011			2010
Common stock	$	(14,070	)		33,568
Mutual funds		(2,656	)		8,514
	$	(16,726	)		42,082

(8)	Plan Merger

Effective January 4, 2010, all accounts and assets of the UUI 401(k) and Profit Sharing Plan (“UUI Plan”) were merged into the Plan. The market value of the assets merged into the Plan totaled $7.0 million and is included in Net Transfers In on the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2010.

Employer contributions transferred from the UUI Plan will continue to vest (as defined in the Plan document), in accordance with the following schedule:

Years of Service	Vested Percentage
Less than 2		0	%
2 or more but less than 3		20	%
3 or more but less than 4		40	%
4 or more but less than 5		60	%
5 or more but less than 6		80	%
6 or more		100	%

GENERAL COMMUNICATION, INC.

401(k) PLAN

Notes to Financial Statements

(9) Fair Value Measurements

Following are descriptions of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2011 and 2010.

Common stocks: At December 31, 2011 and 2010, the fair values of GCI Class A common stock are based on the closing price as listed on the Nasdaq Global Select MarketSM. At December 31, 2011 and 2010, the fair value of GCI Class B common stock is based on the closing price listed on the Over-The-Counter Bulletin Board service offered by the National Association of Securities Dealers. GCI Class B common stock is convertible share-for-share into GCI Class A common stock.

·	Mutual funds: Valued at the net asset value of shares held by the Plan at year end.

·	Group Annuity Contract: Valued at deposits made to the contract plus earnings at guaranteed crediting rates, less withdrawals and fees. (See note 9).

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Investments Measured at Fair Value

Investments measured at fair value consisted of the following types of instruments as of December 31, 2011 and 2010 (amounts in thousands):

	Fair Value Measurements at Reporting Date Using
December 31, 2011	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Mutual funds:
Small cap	$	12,936		---		---		12,936
Mid cap		2,522		---		---		2,522
Large cap		36,114		---		---		36,114
Target date retirement		23,596		---		---		23,596
Bond fund investments		13,300		---		---		13,300
Common stocks		46,557		---		---		46,557
Self-directed brokerage accounts		1,813		---		---		1,813
Group annuity insurance contract		---		---		17,790		17,790
Total investments at fair value	$	136,838		---		17,790		154,628

December 31, 2010
Mutual funds:
Small cap	$	12,130		---		---		12,130
Mid cap		2,382		---		---		2,382
Large cap		36,360		---		---		36,360
Target date retirement		19,743		---		---		19,743
Bond fund investments		11,735		---		---		11,735
Common stocks		63,355		---		---		63,355
Self-directed brokerage accounts		2,672		---		---		2,672
Group annuity insurance contract		---		---		15,456		15,456
Total investments at fair value	$	148,377		---		15,456		163,833

GENERAL COMMUNICATION, INC.

401(k) PLAN

Notes to Financial Statements

A reconciliation of the beginning and ending balance of the investments measured at fair value using significant unobservable inputs (Level 3) included in the group annuity insurance contract is as follows (amounts in thousands):

As of December 31, 2011
Balance at January 1, 2011	$	15,456
Realized gains (included in net appreciation (depreciation) in fair value of investments on Statements of Changes in Net Assets Available for Benefits)		187
Unrealized gains relating to instruments still held at the reporting date (included in net appreciation (depreciation) in fair value of investments on Statements of Changes in Net Assets Available for Benefits)		287
Purchases		7,464
Sales		5,604
Balance at December 31, 2011	$	17,790

As of December 31, 2010
Balance at January 1, 2010	$	10,834
Realized gains (included in net appreciation (depreciation) in fair value of investments on Statements of Changes in Net Assets Available for Benefits)		119
Unrealized gains relating to instruments still held at the reporting date (included in net appreciation (depreciation) in fair value of investments on Statements of Changes in Net Assets Available for Benefits)		353
Purchases		8,542
Sales		4,392
Balance at December 31, 2010	$	15,456

(10) Group Annuity Insurance Product

At December 31, 2011 and 2010, the Plan had an investment in the Principal Preservation Separate Account (“PPSA”) which is a group annuity insurance product of Prudential Retirement Insurance and Annuity Company (“PRIAC”). The contract value represents deposits made to the contract, plus earnings at guaranteed crediting rates, less withdrawals and fees. The PPSA owns a promise to pay interest at crediting rates that are announced in advance and guaranteed for a specified period of time as outlined in the contract. The interest crediting rates for the PPSA are determined by PRIAC without the use of a specific formula and are not based on the performance of the assets held in the collateral account. Based on those factors, the fair value of the PPSA is equal to the contract value. Interest is credited by using a single interest rate that is applied to all contributions made to the product regardless of the timing of those contributions. The average earnings yield and the average crediting rate yield for the fund were 3.05% and 3.50% at December 31, 2011 and 2010, respectively. The average earnings yield is calculated by dividing the earnings credited to the fund on the last day of the fund year by the end of the fund year fair value and then annualizing the result. The average crediting rate yield is calculated by dividing the earnings credited to the participants on the last day of the fund year by the end of fund year fair value and then annualizing the result. As a result of current stable value product construction, no adjustment will be required to mediate between the average earnings credited to the fund and the average earnings credited to the participants.

GENERAL COMMUNICATION, INC.

401(k) PLAN

Notes to Financial Statements

(11) Income Taxes

The Plan is qualified under Section 401(a) of the Internal Revenue Code (“Code”) pursuant to a favorable tax determination letter dated March 15, 2011, obtained from the Internal Revenue Service. Although the most recent tax determination letter received by the Plan Sponsor does not yet reflect recent minor changes made to the Plan, the Plan Administrator believes the Plan is currently designed and is operated in compliance with the applicable requirements of the Code.

GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2008.

(12) Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

GENERAL COMMUNICATION, INC.

401(K) PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(Amounts in thousands, except share and unit amounts)

(a)	(b) Identity of Issue	(c) Description of Investment	(d) Cost		(e) Current Value
	Common stock:
*	GCI Class A common stock	4,710,378 shares	**	$	46,115
*	GCI Class B common stock	57,082 shares	**		442
					46,557
	Mutual fund investments:
	Allianz NFJ Small Cap Value Fund	308,488 shares	**		8,567
	American Beacon Large Cap Value Fund	556,369 shares	**		9,814
	American Funds EuroPacific Growth Fund R-4	315,908 shares	**		10,915
	Cohen & Steers Realty Shares Fund	41,463 shares	**		2,522
	Fidelity Spartan Market Index Fund	240,348 shares	**		8,681
	Harbor Capital Appreciation Fund	182,713 shares	**		6,704
	Loomis Sayles Bond Fund	97,919 shares	**		1,364
	PIMCO Funds Total Return Fund	1,098,108 shares	**		11,936
	Vanguard Small Cap Growth Index	203,290 shares	**		4,369
	Vanguard Target Retirement 2020	304,948 shares	**		6,614
	Vanguard Target Retirement 2030	307,423 shares	**		6,431
	Vanguard Target Retirement 2040	321,155 shares	**		6,584
	Vanguard Target Retirement 2050	32,246 shares	**		658
	Vanguard Target Retirement Income	286,952 shares	**		3,309
					88,468

	Group Annuity Insurance Contract
*	Principal Preservation Separate Account	635,990 units	**		17,790

*	Self-directed Brokerage Accounts	1,813,033 units	**		1,813
					154,628

	Notes Receivable from Participants	Interest bearing at 5.25% to 10.25%	---		4,549
				$	159,177

*	Party-in-interest
**	Not required for participant directed investments

	See accompanying report of independent registered public accounting firm.

SIGNATURE

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

GENERAL COMMUNICATION, INC.

401(k) Plan

By: /s/ John M. Lowber

John M. Lowber

Plan Administrator

Date: June 29, 2012