# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

# FORM 10-Q

|[X] | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly
period ended: October 5, 2003
|--- | --------------------------------------------------------------------------------------------------------------------------------------

or

|[   ] | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________________ to  _____________________________
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Commission File Number: | 1-31805 | 
| | ----------------------- | ------- | 

|JOURNAL COMMUNICATIONS, INC.                          
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|WISCONSIN                                                      |  | 20-0020198                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|333 W. State Street, Milwaukee, Wisconsin                      |  | 53203                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

|                                                  
|--------------------------------------------------
|414-224-2616                                      
|Registrants telephone number, including area code

|                                                                                
|--------------------------------------------------------------------------------
|THE JOURNAL COMPANY                                                             
|Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. 
Yes  X          No

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes            No  X

Number of shares outstanding of each
of the issuers classes of common stock as of November 17, 2003 (excluding
4,338,352 and 4,338,353 shares of class B-1 and B-2 common stock, respectively, held by
our subsidiary, The Journal Company):

|Class                                                                                     | Outstanding at November 5, 2003            
|----------------------------------------------------------------------------------------- | -------------------------------------------
|Class A Common Stock  
Class B-1 Common Stock
Class B-2 Common Stock
Class C Common Stock | 20,134,014
14,995,994
38,315,869
 3,264,000

---

# JOURNAL
COMMUNICATIONS, INC.

# INDEX

|         |                       |                                                                                                                                              | Page No.
|-------- | --------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Part I.  | Financial Information |                                                                                                                                              |         
|         | Item 1.               | Financial Statements                                                                                                                         |         
|         |                       | Consolidated Condensed Balance Sheets as of October 5, 2003 
  (Unaudited) and December 31, 2002                                             | 2       
|         |                       | Unaudited Consolidated Condensed Statements of Earnings for the Third
  Quarter and Three Quarters Ended October 5, 2003 and October 6, 2002 | 3       
|         |                       | Unaudited Consolidated Condensed Statement of Shareholders' Equity for
  the Three Quarters Ended October 5, 2003                            | 4       
|         |                       | Unaudited Consolidated Condensed Statements of Cash Flows for the 
  Three Quarters Ended October 5, 2003 and October 6, 2002                | 5       
|         |                       | Notes to Unaudited Consolidated Condensed Financial Statements as of
  October 5, 2003                                                       | 6       
|         | Item 2.               | Management's Discussion and Analysis of Financial Condition
  and Results of Operations                                                      | 12      
|         | Item 3.               | Quantitative and Qualitative Disclosure of Market Risk                                                                                       | 28      
|         | Item 4.               | Controls and Procedures                                                                                                                      | 28      
|Part II. | Other Information     |                                                                                                                                             
|         | Item 1.               | Legal Proceedings                                                                                                                            | 28      
|         | Item 2.               | Changes in Securities and Use of Proceeds                                                                                                    | 29      
|         | Item 3.               | Defaults Upon Senior Securities                                                                                                              | 29      
|         | Item 4.               | Submission of Matters to a Vote of Security Holders                                                                                          | 30      
|         | Item 5.               | Other Information                                                                                                                            | 30      
|         | Item 6.               | Exhibits and Reports on Form 8-K                                                                                                             | 30      

1

---

# PART I. FINANCIAL
INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

JOURNAL COMMUNICATIONS, INC.Consolidated Condensed
Balance Sheets(in thousands, except
share and per share amounts)

|                                                                           | October 5, 2003 |  | December 31, 2002 |         
|-------------------------------------------------------------------------- | --------------- |  | ----------------- | --------
|
|ASSETS                                                                     |                 |  |                   |         
|Current assets:                                                            |                 | 
|Cash and cash equivalents                                                  |                 |  | $                 | 218,796 
|Receivables, less allowance for doubtful accounts                          |                 | 
|of $7,715 and $6,453                                                       |                 |  |                   | 103,031 
|Inventories, net                                                           |                 |  |                   | 14,687  
|Prepaid expenses                                                           |                 |  |                   | 15,247  
|Deferred income taxes                                                      |                 |  |                   | 6,855   
|                                                                           |                 |  |                   |         
|TOTAL CURRENT ASSETS                                                       |                 |  |                   | 358,616 
|                                                                           |                 | 
|Property and equipment, at cost, less accumulated depreciation             |                 | 
|of $341,527 and $345,333                                                   |                 |  |                   | 321,698 
|Goodwill                                                                   |                 |  |                   | 113,373 
|Broadcast licenses                                                         |                 |  |                   | 125,492 
|Other intangible assets, net                                               |                 |  |                   | 10,871  
|Prepaid pension costs                                                      |                 |  |                   | 28,380  
|Other assets                                                               |                 |  |                   | 8,054   
|                                                                           |                 |  |                   |         
|TOTAL ASSETS                                                               |                 |  | $                 | 966,484 
|                                                                           |                 |  |                   |         
|                                                                           |                 | 
|LIABILITIES AND SHAREHOLDERS' EQUITY                                       |                 | 
|Current liabilities:                                                       |                 | 
|Notes payable to banks                                                     |                 |  | $                 | --      
|Accounts payable                                                           |                 |  |                   | 48,606  
|Accrued compensation                                                       |                 |  |                   | 21,038  
|Deferred revenue                                                           |                 |  |                   | 26,036  
|Accrued employee benefits                                                  |                 |  |                   | 12,134  
|Dividends payable                                                          |                 |  |                   | 4,454   
|Other current liabilities                                                  |                 |  |                   | 22,421  
|Current portion of long-term liabilities                                   |                 |  |                   | 559     
|                                                                           |                 |  |                   |         
|TOTAL CURRENT LIABILITIES                                                  |                 |  |                   | 135,248 
|                                                                           |                 | 
|Accrued employee benefits                                                  |                 |  |                   | 16,648  
|Other long-term liabilities                                                |                 |  |                   | 8,780   
|Deferred income taxes                                                      |                 |  |                   | 56,426  
|                                                                           |                 | 
|Shareholders' equity:                                                      |                 | 
|Preferred stock, $0.01 par - authorized 10,000,000 shares; 0 outstanding   |                 | 
|October 5, 2003; 0 authorized and outstanding at December 31, 2002         |                 |  |                   | --      
|Common stock, $0.125 par - authorized and issued 28,800,000 shares; 0 out- |                 | 
|standing at October 5, 2003; 28,800,000 outstanding at December 31, 2002   |                 |  |                   | --      
|Common stock, $0.01 par:                                                   |                 | 
|Class C - authorized 10,000,000 shares; issued and outstanding:            |                 | 
|3,264,000 shares at October 5, 2003; 0 at December 31, 2002                |                 |  |                   | 33      
|Class B-2 - authorized 60,000,000 shares; issued and outstanding:          |                 | 
|38,318,089 shares at October 5, 2003; 0 at December 31, 2002               |                 |  |                   | 427     
|Class B-1 - authorized 60,000,000 shares; issued and outstanding:          |                 | 
|35,006,426 shares at October 5, 2003; 0 at December 31, 2002               |                 |  |                   | 393     
|Class A - authorized 170,000,000 shares; issued and outstanding:           |                 | 
|20,117,577 shares at October 5, 2003; 0 at December 31, 2002               |                 |  |                   | 201     
|Additional paid-in capital                                                 |                 |  |                   | 268,357 
|Retained earnings                                                          |                 |  |                   | 588,686 
|Treasury stock, at cost                                                    |                 |  |                   | (108,715
|Units of beneficial interest in treasury, at cost                          |                 |  |                   | --      
|                                                                           |                 |  |                   |         
|TOTAL SHAREHOLDERS' EQUITY                                                 |                 |  |                   | 749,382 
|                                                                           |                 |  |                   |         
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 |                 |  | $                 | 966,484 
|                                                                           |                 |  |                   |         

Note: The balance sheet at December
31, 2002 has been derived from the audited financial statements of the registrant's predecessor,
The Journal Company (formerly known as Journal Communications, Inc.) at that date, but does not
include all the information and footnotes required by generally accepted accounting
principles in the United States for complete financial statements.

See accompanying notes
to unaudited consolidated condensed financial statements.

2

---

# 

JOURNAL COMMUNICATIONS, INC.Unaudited Consolidated
Condensed Statements of Earnings(in thousands, except per share amounts)

|                                               | Third Quarter Ended |  | Three Quarters Ended |        
|---------------------------------------------- | ------------------- |  | -------------------- | -------
|
|Continuing operations:                         |                     |  |                      |        
|Operating revenue:                             |                     | 
|Publishing                                     |                     |  | $                    | 96,751 
|Broadcasting                                   |                     |  |                      | 47,110 
|Telecommunications                             |                     |  |                      | 45,601 
|Printing services                              |                     |  |                      | 25,735 
|Other                                          |                     |  |                      | 30,148 
|                                               |                     |  |                      |        
|Total operating revenue                        |                     |  |                      | 245,345
|Operating costs and expenses:                  |                     | 
|Publishing                                     |                     |  |                      | 47,515 
|Broadcasting                                   |                     |  |                      | 20,974 
|Telecommunications                             |                     |  |                      | 26,310 
|Printing services                              |                     |  |                      | 21,463 
|Other                                          |                     |  |                      | 24,857 
|                                               |                     |  |                      |        
|Total operating costs and expenses             |                     |  |                      | 141,119
|Selling and administrative expenses            |                     |  |                      | 65,659 
|                                               |                     |  |                      |        
|Total operating costs and expenses and selling |                     | 
|and administrative expenses                    |                     |  |                      | 206,778
|                                               |                     |  |                      |        
|Operating earnings                             |                     |  |                      | 38,567 
|                                               |                     |  |                      |        
|Other income and expense:                      |                     | 
|Interest income and dividends                  |                     |  |                      | 67     
|Interest expense, net                          |                     |  |                      | (415   
|                                               |                     |  |                      |        
|Total other income and expense                 |                     |  |                      | (348   
|                                               |                     |  |                      |        
|Earnings from continuing operations before     |                     | 
|income taxes and accounting change             |                     |  |                      | 38,219 
|Provision for income taxes                     |                     |  |                      | 15,460 
|                                               |                     |  |                      |        
|Earnings from continuing operations            |                     | 
|before accounting change                       |                     |  |                      | 22,759 
|Loss from discontinued operations, net of      |                     | 
|applicable income tax expense (benefit)        |                     | 
|of $0, $196, $0, and $(4,986)                  |                     |  |                      | --     
|Cumulative effect of accounting change,        |                     | 
|net of applicable income taxes of $1,161       |                     |  |                      | --     
|                                               |                     |  |                      |        
|Net earnings                                   |                     |  | $                    | 22,759 
|                                               |                     |  |                      |        
|Earnings per share:                            |                     | 
|Basic:                                         |                     | 
|Continuing operations before accounting change |                     |  | $                    | 0.29   
|                                               |                     |  |                      |        
|Net earnings                                   |                     |  | $                    | 0.29   
|                                               |                     |  |                      |        
|Diluted:                                       |                     | 
|Continuing operations before accounting change |                     |  | $                    | 0.27   
|                                               |                     |  |                      |        
|Net earnings                                   |                     |  | $                    | 0.27   
|                                               |                     |  |                      |        
|Cash dividends per share                       |                     |  | $                    | 0.30   
|                                               |                     |  |                      |        

See accompanying notes
to unaudited consolidated condensed financial statements.

3

---

# Journal
Communications, Inc.Unaudited Consolidated Statement of Shareholders' Equity
For the Three Quarters ended October 5, 2003(in
thousands, except per share amounts)

|                                        |  |  | Common Stock |   |  |   |        |   |   |   
|--------------------------------------- |  |  | ------------ | - |  | - | ------ | - | - | --
|
|Balance at  December 31, 2002           |  |  | $            | 0 |  | $ | 3,600  |   | $ | 0 
|                                        |  |  |              |   |  |   |        |   |   |   
|Net Earnings                            |  |  |              |   |  |   |        |   |   |   
|Other Comprehensive  Income:            |  |  |              |   |  |   |        |   |   |   
|Foreign Currency  Translation           |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|Other Comprehensive  Income             |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|Cash Dividends  ($0.10 per share)       |  |  |              |   |  |   |        |   |   |   
|Units of beneficial  interest purchased |  |  |              |   |  |   |        |   |   |   
|Units of beneficial  interest sold      |  |  |              |   |  |   |        |   |   |   
|                                        |  | 
|Balance at  March 23, 2003              |  |  |              | 0 |  |   | 3,600  |   |   | 0 
|                                        |  |  |              |   |  |   |        |   |   |   
|Net Earnings                            |  |  |              |   |  |   |        |   |   |   
|Other Comprehensive  Income:            |  |  |              |   |  |   |        |   |   |   
|Foreign Currency  Translation           |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|Other Comprehensive  Income             |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|Cash Dividends  ($0.10 per share)       |  |  |              |   |  |   |        |   |   |   
|Units of beneficial  interest purchased |  |  |              |   |  |   |        |   |   |   
|Units of beneficial  interest sold      |  |  |              |   |  |   |        |   |   |   
|                                        |  | 
|Balance at  June 15, 2003               |  |  |              | 0 |  |   | 3,600  |   |   | 0 
|                                        |  |  |              |   |  |   |        |   |   |   
|Net Earnings                            |  |  |              |   |  |   |        |   |   |   
|Other Comprehensive  Income:            |  |  |              |   |  |   |        |   |   |   
|Foreign Currency  Translation           |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|Other Comprehensive  Income             |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|                                        |  |  |              |   |  |   |        |   |   |   
|Cash Dividends  ($0.30 per share)       |  |  |              |   |  |   |        |   |   |   
|Units of beneficial  interest purchased |  |  |              |   |  |   | (5     | ) |   |   
|Issuance of common  stock               |  |  |              |   |  |   |        |   |   |   
|Conversion of common   stock            |  |  |              |   |  |   |        |   |   |   
|Share Exchange                          |  |  |              |   |  |   | (3,595 | ) |   | 33
|                                        |  | 
|                                        |  |  |              |   |  |   |        |   |   |   
|Balance at  October 5, 2003             |  |  | $            | 0 |  | $ | 0      |   | $ | 33
|                                        |  | 

See accompanying notes
to unaudited consolidated condensed financial statements.

4

---

# 

JOURNAL COMMUNICATIONS, INC.Unaudited Consolidated
Condensed Statements of Cash Flows(in thousands)

|                                                                       | Three Quarters Ended | 
|---------------------------------------------------------------------- | -------------------- | 
|
|Cash flow from operating activities:                                   |                      | 
|Net earnings                                                           |                      | 
|Less loss from discontinued operations                                 |                      | 
|Less cumulative effect of accounting change                            |                      | 
|                                                                       |                      | 
|Earnings from continuing operations before accounting change           |                      | 
|Adjustments for non-cash items:                                        |                      | 
|Depreciation                                                           |                      | 
|Amortization                                                           |                      | 
|Provision for doubtful accounts                                        |                      | 
|Net (gain) loss from disposal of assets                                |                      | 
|Impairment of long-lived assets                                        |                      | 
|Net changes in operating assets and liabilities, excluding             |                      | 
|effects of sales and acquisitions:                                     |                      | 
|Receivables                                                            |                      | 
|Inventories                                                            |                      | 
|Accounts payable                                                       |                      | 
|Other assets and liabilities                                           |                      | 
|                                                                       |                      | 
|NET CASH PROVIDED BY OPERATING ACTIVITIES                              |                      | 
|Cash flow from investing activities:                                   |                      | 
|Capital expenditures for property and equipment                        |                      | 
|Proceeds from sales of assets                                          |                      | 
|Acquisition of business                                                |                      | 
|Other, net                                                             |                      | 
|                                                                       |                      | 
|NET CASH USED FOR INVESTING ACTIVITIES                                 |                      | 
|Cash flow from financing activities:                                   |                      | 
|Net increase (decrease) in notes payable to banks                      |                      | 
|Proceeds from issuance of common stock, net                            |                      | 
|Purchases of units of beneficial interest                              |                      | 
|Sales of units of beneficial interest                                  |                      | 
|Cash dividends                                                         |                      | 
|                                                                       |                      | 
|NET CASH PROVIDED BY (USED FOR) FINANCING                   ACTIVITIES |                      | 
|NET CASH USED FOR DISCONTINUED OPERATIONS                              |                      | 
|                                                                       |                      | 
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   |                      | 
|Cash and cash equivalents:                                             |                      | 
|Beginning of year                                                      |                      | 
|                                                                       |                      | 
|At October 5, 2003 and October 6, 2002                                 |                      | 
|                                                                       |                      | 

See accompanying notes
to unaudited consolidated condensed financial statements.

5

---

JOURNAL
COMMUNICATIONS, INC.Notes to Unaudited
Consolidated Condensed Financial Statements (in thousands, except
share and per share amounts)

|1 | BASIS
OF PRESENTATION
|- | ---------------------

| | On
May 9, 2003, the Wisconsin corporation then known as Journal Communications, Inc. and now
known as The Journal Company (Old Journal), formed a wholly owned subsidiary
then known as The Journal Company and now known as Journal Communications, Inc. (New
Journal) for the purposes of facilitating our permanent capital transactions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
September 29, 2003, the shareholders of Old Journal (including the Journal Employees
Stock Trust (JESTA), Matex Inc. and Abert Family Journal Stock Trust (the
latter two of which we refer to as the Grant family shareholders)) effected a
share exchange with New Journal pursuant to which JESTA and the Grant family shareholders
exchanged each share of their Old Journal common stock for three shares of class B common
stock (divided as equally as possible into one-half class B-1 common stock and one-half
class B-2 common stock) and following which Old Journal became a wholly owned subsidiary
of New Journal. JESTA then terminated and distributed the class B common stock that it
received in the share exchange to its former unitholders on a three-shares-for-one-unit
basis, with such shares divided as equally as possible into one-half class B-1 common
stock and one-half class B-2 common stock. There is no public trading market for the
class B common stock, although shares can be sold to eligible purchasers under our
articles of incorporation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Immediately
after the share exchange and immediately before the termination of JESTA and the closing
of the initial public offering, the Grant family shareholders exchanged approximately
41.5% of their class B shares they received in the share exchange for 3,264,000 shares of
class C common stock.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | After
the completion of our share exchange and the termination of JESTA, we effected an initial
public offering of 19,837,500 shares of our class A common stock, of which 19,441,500
shares were sold by us and 396,000 by Abert Family Journal Stock Trust. Net proceeds to
us were approximately $265.8 million. Due to the timing of the initial public offering
and the end of our third quarter, we were required to estimate some of these transaction
costs for which we have not received invoices. Upon receiving these invoices, we will
record the actual transaction costs in the fourth quarter which we do not expect to be
materially different than our estimates.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
periods prior to the share exchange on September 29, 2003, the unaudited consolidated
condensed financial statements reflect the consolidated results of operations and the
financial position of Old Journal without giving effect to the share exchange. The
consolidated results of operations for the third quarter and three quarters ended October
5, 2003 and the consolidated financial position as of October 5, 2003 reflect New Journal
after the share exchange. In the share exchange, all shares outstanding of Old Journals
$0.125 par value common stock were acquired by New Journal and each share of Old Journal
common stock, other than the shares dissenting from the transaction, was exchanged for
three shares of New Journal $0.01 par value class B common stock. The units of beneficial
interest in treasury, at cost as of December 31, 2002 represent JESTA units purchased by
Old Journal. In the three-shares-for-one-unit share exchange, Old Journal received class
B common stock of New Journal which is reported as treasury stock, at cost, as of October
5, 2003.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
accompanying unaudited consolidated condensed financial statements have been prepared by
Journal Communications, Inc. and its wholly owned subsidiaries in accordance with
accounting principles generally accepted in the United States for interim financial
information and pursuant to the rules and regulations of the Securities and Exchange
Commission and reflect normal and recurring adjustments, which we believe to be necessary
for a fair presentation. As permitted by these regulations, these statements do not
include all of the information and footnotes required by accounting principles generally
accepted in the United States for annual financial statements. However, we believe that
the disclosures are adequate to make the information presented not misleading. The
operating results for the three quarters ended October 5, 2003 are not necessarily
indicative of the results that may be expected for the year ended December 31, 2003. You
should read these unaudited consolidated condensed financial statements in conjunction
with the consolidated financial statements and the notes thereto included in our predecessor's Annual
Report on Form 10-K for the year ended December 31, 2002. We reclassified certain prior
year amounts to conform to the 2003 presentation.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | ACCOUNTING
PERIODS
|- | ------------------

| | We
divide our calendar year into 13 four-week accounting periods, except that the first and
thirteenth periods may be longer or shorter to the extent necessary to make each
accounting year end on December 31. We follow a practice of publishing our interim
financial statements at the end of the third accounting period (the first quarter), at
the end of the sixth accounting period (the second quarter), and at the end of the tenth
accounting period (the third quarter).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
August 26, 2003, our Board of Directors approved a change in the date of our fiscal year
end, beginning with fiscal 2004, from December 31 to a 52-53 week fiscal year ending on
the last Sunday of December in each year. In addition, we will have four quarterly
reporting periods, each consisting of thirteen weeks and ending on a Sunday, provided
that once every six years, starting in 2006, the fourth quarterly reporting period will
be fourteen weeks. The new fiscal year commences on January 1, 2004, immediately
following the end of the old fiscal year (December 31, 2003).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

---

JOURNAL
COMMUNICATIONS, INC.Notes to Unaudited
Consolidated Condensed Financial Statements (in thousands, except
share and per share amounts)

|3 | INVENTORIES,
NET
|- | ----------------

| | Inventories
 are stated at the lower of cost  (first in,  first out method) or market.  Inventories
 at October 5, 2003 and December 31,  2002 consisted of the following:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                          | October 5, 2003 | December 31, 2002
|------------------------- | --------------- | -----------------
|Paper and supplies        |                 |                  
|Work in process           |                 |                  
|Finished goods            |                 |                  
|Less obsolescence reserve |                 |                  
|                          |                 |                  
|Inventories, net          |                 |                  
|                          |                 |                  

|4 | NOTES
PAYABLE TO BANKS
|- | ----------------------

| | Effective
September 29, 2003, we entered into a $350 million unsecured revolving facility expiring
on September 4, 2008. As of October 5, 2003 we did not have any borrowings under the
facility.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
interest rate on borrowings under the facility will be either LIBOR plus a margin that
ranges from 87.5 basis points to 150 basis points, depending on our leverage, or the
Base Rate, which equals the higher of the prime rate set by U.S. Bank, N.A.
or the Federal Funds Rate plus one percent per annum. Interest on LIBOR advances will be
computed on the basis of the actual number of days elapsed in a 360-day year. Interest on
Base Rate advances will be computed on the basis of the actual number of days elapsed in
a 365 or 366-day year. Fees in connection with the credit agreement of $1,899 are being
amortized over the term of the credit agreement.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5 | GOODWILL
AND OTHER INTANGIBLE ASSETS
|- | ------------------------------------

| | Definite-lived
IntangiblesOur
definite-lived intangible assets consist primarily of customer lists and non-compete
agreements. We amortize the customer lists over the period of time we expect the assets to
contribute to our cash flows and we amortize the non-compete agreements over the terms of
the contracts.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
gross carrying amount, accumulated amortization and net carrying amount of the major
classes of definite-lived intangible assets as of October 5, 2003 and December 31, 2002
is as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                  | Gross Carrying Amount |  | Accumulated Amortization |        | Net Carrying Amount |  
|--------------------------------- | --------------------- |  | ------------------------ | ------ | ------------------- | -
|As of October 5, 2003             |                       |  |                          |        |                     |  
|Definite-lived intangible assets: |                       | 
|Customer lists                    |                       |  | $                        | 18,011 |                     | $
|Non-compete agreements            |                       |  |                          | 24,838 |                     |  
|Other                             |                       |  |                          | 2,840  |                     |  
|                                  |                       |  |                          |        |                     |  
|Total                             |                       |  | $                        | 45,689 |                     | $
|                                  |                       |  |                          |        |                     |  



|                                  | Gross Carrying Amount |  | Accumulated Amortization |        | Net Carrying Amount |  
|--------------------------------- | --------------------- |  | ------------------------ | ------ | ------------------- | -
|As of December 31, 2002           |                       |  |                          |        |                     |  
|Definite-lived intangible assets: |                       | 
|Customer lists                    |                       |  | $                        | 17,771 |                     | $
|Non-compete agreements            |                       |  |                          | 24,813 |                     |  
|Other                             |                       |  |                          | 3,080  |                     |  
|                                  |                       |  |                          |        |                     |  
|Total                             |                       |  | $                        | 45,664 |                     | $
|                                  |                       |  |                          |        |                     |  

7

---

JOURNAL
COMMUNICATIONS, INC.Notes to Unaudited
Consolidated Condensed Financial Statements(in thousands, except
share and per share amounts)

| | Amortization
expense was $497 for the third quarter ended October 5, 2003 and $1,269 for the three
quarters ended October 5, 2003. Estimated amortization expense for each of the next five
years ending December 31 is as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Year | Amount | 
|---- | ------ | 
|2003 |        | 
|2004 |        | 
|2005 |        | 
|2006 |        | 
|2007 |        | 

| | Indefinite-lived
IntangiblesBroadcast
licenses and network affiliation agreements are deemed to have indefinite useful lives
because we have renewed these agreements without issue in the past and we intend to renew
them indefinitely in the future. Consequently, we expect the cash flows from both our
broadcast licenses and our network affiliation agreements to continue indefinitely. We
performed transitional impairment tests on our broadcast licenses and network affiliation
agreements as of January 1, 2002 at the level of separate identifiable assets and
recorded a transitional broadcast license impairment charge of $722 ($458 after tax) at
our broadcasting business during the first quarter ended March 24, 2002, which is
reported as a component of the cumulative effect of accounting change in the consolidated
condensed statements of earnings. No impairment resulted from our 2002 annual impairment
test. We perform impairment tests each year as of the beginning of the fourth quarter.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | There
were no changes to the carrying amount of the major classes of indefinite-lived
intangible assets in the three quarters ended October 5, 2003.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | GoodwillIn
2002, we performed transitional impairment tests on the carrying value of goodwill as of
January 1, 2002. As a result, we recorded a transitional goodwill impairment charge of
$6,948 ($6,051 after tax) at our direct marketing services business during the first
quarter ended March 24, 2002, which is reported as a component of the cumulative effect
of accounting change in the consolidated condensed statements of earnings. For goodwill
amortization that was nondeductible for income tax purposes, the transitional goodwill
impairment charge is also nondeductible. No impairment resulted from our 2002 annual
impairment test. We perform impairment tests as of the beginning of the fourth quarter.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
changes in the carrying amount of goodwill in the three quarters ended October 5, 2003
are as follows:
| | ----------------------------------------------------------------------------------------------------------

|Reporting Unit                  | Goodwill at January 1, 2003 |  | Goodwill related to Acquisitions |         | Goodwill at October 5, 2003 |  
|------------------------------- | --------------------------- |  | -------------------------------- | ------- | --------------------------- | -
|Daily newspaper                 |                             |  | $                                | 2,084   |                             | $
|Community newspapers & shoppers |                             |  |                                  | 24,835  |                             |  
|Broadcasting                    |                             |  |                                  | 82,119  |                             |  
|Telecommunications              |                             |  |                                  | 188     |                             |  
|Label printing                  |                             |  |                                  | 2,362   |                             |  
|Direct marketing services       |                             |  |                                  | 410     |                             |  
|                                |                             |  |                                  |         |                             |  
|Total                           |                             |  | $                                | 111,998 |                             | $
|                                |                             |  |                                  |         |                             |  

|6 | COMPREHENSIVE
INCOME
|- | --------------------

|                                         | Third Quarter Ended |  | Three Quarters Ended |       
|---------------------------------------- | ------------------- |  | -------------------- | ------
|
|Net earnings                             |                     |  | $                    | 22,759
|Foreign currency translation adjustments |                     |  |                      | --    
|                                         |                     |  |                      |       
|Comprehensive income                     |                     |  | $                    | 22,759
|                                         |                     |  |                      |       

8

---

# 

JOURNAL COMMUNICATIONS, INC.Notes to Unaudited
Consolidated Condensed Financial Statements(in thousands, except
share and per share amounts)

|7 | EARNINGS
PER SHARE
|- | ------------------

| | Basic
and diluted earnings per share, retroactively reflecting the three-for-one share
exchange, are computed as follows:
| | -------------------------------------------------------------------------------------------------------------------------

|                                           | Third Quarter Ended |  | Three Quarters Ended |       
|------------------------------------------ | ------------------- |  | -------------------- | ------
|
|Basic earnings:                            |                     |  |                      |       
|Earnings from continuing operations        |                     | 
|before accounting change                   |                     |  | $                    | 22,759
|Less dividends on class C common           |                     | 
|stock                                      |                     |  |                      | --    
|                                           |                     |  |                      |       
|Earnings available to class A and          |                     | 
|B common shareholders                      |                     |  |                      | 22,759
|Discontinued operations                    |                     |  |                      | --    
|Cumulative effect of accounting            |                     | 
|change                                     |                     |  |                      | --    
|                                           |                     |  |                      |       
|Net earnings                               |                     |  | $                    | 22,759
|                                           |                     |  |                      |       
|Weighted average class A and B             |                     | 
|shares outstanding                         |                     |  |                      | 78,659
|                                           |                     |  |                      |       
|Basic earnings per share:                  |                     | 
|Continuing operations before               |                     | 
|accounting change                          |                     |  | $                    | 0.29  
|Discontinued operations                    |                     |  |                      | --    
|Cumulative effect of accounting            |                     | 
|change                                     |                     |  |                      | --    
|                                           |                     |  |                      |       
|Net earnings                               |                     |  | $                    | 0.29  
|                                           |                     |  |                      |       
|Diluted earnings:                          |                     | 
|Earnings available to class A and B        |                     | 
|common shareholders                        |                     |  | $                    | 22,759
|Plus dividends on class C common           |                     | 
|stock                                      |                     |  |                      | --    
|                                           |                     |  |                      |       
|Earnings available to class A and B common |                     | 
|shareholders with conversion               |                     |  |                      | 22,759
|Discontinued operations                    |                     |  |                      | --    
|Cumulative effect of accounting change     |                     |  |                      | --    
|                                           |                     |  |                      |       
|Net earnings                               |                     |  | $                    | 22,759
|                                           |                     |  |                      |       
|Weighted average shares outstanding .      |                     |  |                      | 78,659
|Incremental class A and B shares for       |                     | 
|assumed conversion of class C shares       |                     |  |                      | 4,452 
|                                           |                     |  |                      |       
|Adjusted weighted average shares           |                     | 
|outstanding                                |                     |  |                      | 83,111
|                                           |                     |  |                      |       
|Diluted earnings per share:                |                     | 
|Continuing operations before               |                     | 
|accounting change                          |                     |  | $                    | 0.27  
|Discontinued operations                    |                     |  |                      | --    
|Cumulative effect of accounting change     |                     |  |                      | --    
|                                           |                     |  |                      |       
|Net earnings                               |                     |  | $                    | 0.27  
|                                           |                     |  |                      |       

| | Due
to the timing of our initial public offering in late September 2003, the number of
weighted average shares outstanding in the third quarter is not representative of the
full impact of our new capital structure. In addition, the average shares outstanding
will decrease in the fourth quarter following the completion of our tender offer on
November 3, 2003 in which we purchased 20,002,215 class B-1 shares.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

---

JOURNAL
COMMUNICATIONS, INC.Notes to Unaudited
Consolidated Condensed Financial Statements(in thousands, except
share and per share amounts)

| | Each
of the 3,264,000 class C shares outstanding is convertible at any time at the option of
the holder into either (i) 1.363970 class A shares (or a total of 4,451,998 class A shares) or
(ii) 0.248243 class A shares (or a total of 810,265 class A shares) and 1.115727 class B shares
(or a total of 3,641,733 class B shares).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8 | DISCONTINUED
OPERATIONS
|- | -----------------------

| | In
January 2002, we closed Fox Cities Newspapers, a business in our publishing segment
located in Appleton, Wisconsin. On April 29, 2002, we approved the liquidation IPC
Communications Services, S.A., a business in our printing services segment located in
Roncq, France.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
following table summarizes the results of operations of Fox Cities Newspapers and IPC
Communication Services, S.A.:
| | -----------------------------------------------------------------------------------------------------------------------

| |                                                                | Third Quarter Ended |                   | Three Quarters Ended |   
| | -------------------------------------------------------------- | ------------------- | ----------------- | -------------------- | --
|
| |                                                                |                     | Operating revenue |                      |   
| | Loss before income tax expense (benefit)  of $196 and ($4,986) |                     |                   | $                    | --

| | There
were no assets or liabilities of Fox Cities Newspapers or IPC Communication Services,
S.A. included in the unaudited consolidated condensed balance sheet at October 5, 2003
and the consolidated balance sheet at December 31, 2002.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9 | EXIT
ACTIVITY
|- | -------------

| | Effective
January 1, 2003, we adopted Statement No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. Statement No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies the
previous guidance on the subject. It requires, among other things, that a liability for a
cost associated with an exit or disposal activity initiated after December 31, 2002 be
recognized, at fair value, when the liability is incurred rather than at the commitment
date to the exit or disposal plan.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
February 2003, we closed our CD-ROM mastering and replication facility, a business in our
printing services segment, in Foothill Ranch, California. These functions will be
performed by third parties, eliminating the need for all 33 employees, and will allow us
to focus on our core printing services business. This action was completed in May 2003.
We incurred expenses of $505. These costs are reported as selling and administrative
expenses in the consolidated condensed statement of earnings. The sole remaining
liability as of October 5, 2003 associated with the closure totals $100 and relates to an
operating lease for the facility which expires in June 2005.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10 | SEGMENT
INFORMATION
|-- | -------------------

|                   | Third Quarter Ended |  | Three Quarters Ended |        
|------------------ | ------------------- |  | -------------------- | -------
|
|Operating revenue  |                     |  |                      |        
|Publishing         |                     |  | $                    | 96,751 
|Broadcasting       |                     |  |                      | 47,110 
|Telecommunications |                     |  |                      | 45,601 
|Printing services  |                     |  |                      | 25,735 
|Other              |                     |  |                      | 30,148 
|                   |                     |  |                      |        
|                   |                     |  | $                    | 245,345
|                   |                     |  |                      |        
|Operating earnings |                     | 
|Publishing         |                     |  | $                    | 11,325 
|Broadcasting       |                     |  |                      | 8,972  
|Telecommunications |                     |  |                      | 11,335 
|Printing services  |                     |  |                      | 968    
|Other              |                     |  |                      | 5,967  
|                   |                     |  |                      |        
|                   |                     |  | $                    | 38,567 
|                   |                     |  |                      |        

10

---

JOURNAL
COMMUNICATIONS, INC.Notes to Unaudited
Consolidated Condensed Financial Statements(in thousands, except
share and per share amounts)

|                              | Third Quarter Ended |  | Three Quarters Ended |       
|----------------------------- | ------------------- |  | -------------------- | ------
|
|Depreciation and amortization |                     |  |                      |       
|Publishing                    |                     |  | $                    | 5,093 
|Broadcasting                  |                     |  |                      | 2,580 
|Telecommunications            |                     |  |                      | 5,434 
|Printing                      |                     |  |                      | 940   
|Other                         |                     |  |                      | 795   
|                              |                     |  |                      |       
|                              |                     |  | $                    | 14,842
|                              |                     |  |                      |       
|Capital expenditures          |                     | 
|Publishing                    |                     |  | $                    | 2,880 
|Broadcasting                  |                     |  |                      | 1,641 
|Telecommunications            |                     |  |                      | 2,424 
|Printing                      |                     |  |                      | 352   
|Other                         |                     |  |                      | 539   
|                              |                     |  |                      |       
|                              |                     |  | $                    | 7,836 
|                              |                     |  |                      |       

|                          | October 5, 2003 |  | December 31, 2002 |        
|------------------------- | --------------- |  | ----------------- | -------
|
|Identifiable total assets |                 |  |                   |        
|Publishing                |                 |  | $                 | 226,843
|Broadcasting              |                 |  |                   | 311,315
|Telecommunications        |                 |  |                   | 109,054
|Printing services         |                 |  |                   | 27,272 
|Other                     |                 |  |                   | 292,000
|                          |                 |  |                   |        
|                          |                 |  | $                 | 966,484
|                          |                 |  |                   |        

|11 | SUBSEQUENT
EVENTS
|-- | -----------------

| | On
October 3, 2003, we commenced our tender offer to purchase up to 22,674,401 shares, or
approximately $340.1 million worth of our class B-1 common stock. The tender offer expired
on November 3, 2003 and we purchased and immediately retired 20,002,215 shares, or
approximately $300.0 million (plus related expenses) worth of class B-1 common stock. The
purpose of the tender offer was to allow our class B shareholders, who are employee and
former employee investors in JESTA, to obtain liquidity for a certain portion of their
shares so that they can reduce their personal debt previously incurred to purchase units
of beneficial interest in that trust. The tender offer was contemplated and disclosed to
our shareholders prior to the share exchange and as part of the initial public offering
in order to effect a synthetic secondary offering.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
following is a condensed proforma balance sheet reflecting the tender offer as of October
5, 2003:
| | ------------------------------------------------------------------------------------------------------

|                                           | Actual October 5, 2003 |  | Tender Offer |          | Proforma October 5, 2003 |  
|------------------------------------------ | ---------------------- |  | ------------ | -------- | ------------------------ | -
|Cash and cash equivalents                  |                        |  | $            | 218,796  |                          | $
|All other assets                           |                        |  |              | 747,688  |                          |  
|                                           |                        |  |              |          |                          |  
|Total assets                               |                        |  | $            | 966,484  |                          | $
|                                           |                        |  |              |          |                          |  
|                                           |                        |  |             
|Notes payable to banks (non-current)       |                        |  | $            | --       |                          | $
|All other liabilities                      |                        |  |              | 217,102  |                          |  
|Shareholders' equity:                      |                        | 
|Class C common stock                       |                        |  |              | 33       |                          |  
|Class B-2 common stock                     |                        |  |              | 427      |                          |  
|Class B-1 common stock                     |                        |  |              | 393      |                          |  
|Class A common stock                       |                        |  |              | 201      |                          |  
|Additional paid in capital                 |                        |  |              | 268,357  |                          |  
|Retained earnings                          |                        |  |              | 588,686  |                          |  
|Treasury stock, at cost                    |                        |  |              | (108,715 | )                        |  
|                                           |                        |  |              |          |                          |  
|Total shareholders' equity                 |                        |  |              | 749,382  |                          |  
|                                           |                        |  |              |          |                          |  
|                                           |                        |  |             
|Total liabilities and shareholders' equity |                        |  | $            | 966,484  |                          | $
|                                           |                        |  |              |          |                          |  
|                                           |                        |  |             

11

---

# JOURNAL
COMMUNICATIONS, INC.

|ITEM 2. | MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion of our
financial condition and results of operations should be read together with our unaudited
consolidated condensed financial statements for the third quarter and the three quarters
ended October 5, 2003, including the notes thereto. Certain prior year amounts have been
reclassified to reflect Fox Cities Newspapers and IPC Communication Services, S. A. as
discontinued operations in our unaudited consolidated condensed financial statements and
to conform with the 2003 presentation. These reclassifications had no impact on reported
2002 net earnings.

More information regarding us is
available at our website at www.jc.com. We are not including the information
contained in our website as a part of, or incorporating it by reference into, this
Quarterly Report on Form 10-Q. Our Annual Report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and any amendments to those reports are made available
to the public at no charge, other than a readers own internet access charges,
through a link appearing on our website. We provide access to such material through our
website as soon as reasonably practicable after we electronically file such material with,
or furnish it to, the Securities and Exchange Commission.

# Forward-Looking
Statements

We make certain statements in this
Quarterly Report on Form 10-Q that are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. We intend these
forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Act, and we are including this statement for purposes of those
safe harbor provisions. These forward-looking statements generally include all statements
other than statements of historical fact, including statements regarding our future
financial position, business strategy, budgets, projected revenues and expenses, expected
regulatory actions and plans and objectives of management for future operations. We use
words such as may, will, intend,
anticipate, believe, or should and similar expressions
in this Quarterly Report on Form 10-Q to identify forward-looking statements.

These forward-looking statements are
not guarantees of future performance and are subject to risks, uncertainties and other
factors, some of which are beyond our control. These risks, uncertainties and other
factors could cause actual results to differ materially from those expressed or implied by
those forward-looking statements. Among such risks, uncertainties and other factors that
may impact us are the following:

|o | changes
in advertising demand;
|- | ------------------------------

|o | changes
in newsprint prices and other costs of materials;
|- | ---------------------------------------------------------

|o | changes
in federal or state laws and regulations or their interpretations (including changes in
regulations governing the number and types of broadcast and cable system properties,
newspapers and licenses that a person may control in a given market or in total);
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | the
availability of quality broadcast programming at competitive prices;
|- | ------------------------------------------------------------------------

|o | changes
in network affiliation agreements;
|- | ------------------------------------------

|o | quality
and rating of network over-the-air broadcast programs available to our customers;
|- | -----------------------------------------------------------------------------------------

|o | effects
of the loss of  commercial  inventory  resulting  from  uninterrupted  television  news
 coverage  and      potential advertising cancellations due to war or terrorist acts;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | effects
of the rapidly  changing  nature of the  publishing,  broadcasting,  telecommunications,
 and printing      industries, including general business issues and the introduction of
new technologies;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | effects
of  bankruptcies  and  government  investigations  on customers for our
 telecommunications  wholesale services;
|- | ------------------------------------------------------------------------------------------------------------------------

|o | the
ability of regional  telecommunications  companies to expand service  offerings to
include  intra-exchange
|- | --------------------------------------------------------------------------------------------------------------

|o | changes
in interest rates;
|- | --------------------------

|o | the
outcome of pending or future litigation;
|- | --------------------------------------------

|o | energy
costs;
|- | -------------

|o | the
 availability and effect of  acquisitions,  investments,  and dispositions on our results
of operations or      financial condition; and
|- | --------------------------------------------------------------------------------------------------------------------------------------------

|o | changes
in general economic conditions.
|- | ---------------------------------------

We caution you not to place undue
reliance on these forward-looking statements, which we have made as of the date of this
Quarterly Report on Form 10-Q.

# Overview

Our business segments are based on
the organizational structure used by management for making operating and investment
decisions and for assessing performance. Our reportable business segments are: (i)
publishing; (ii) broadcasting; (iii) telecommunications; (iv) printing services; and (v)
other. Our publishing segment consists of a daily newspaper, the Milwaukee Journal
Sentinel, and more than 90 community newspapers and shoppers. Our broadcasting segment
consists of 36 radio stations and six television stations in 11 states, plus we operate
two additional radio stations under a local marketing agreement and are under contract to
purchase these two stations. Our telecommunications segment consists of wholesale and
business-to-business telecommunications services provided through a high speed fiber optic
telecommunications network that covers more than 4,400 route miles in seven states. Our
printing services segment reflects the operations of our printing and assembly and
fulfillment business. Our other segment consists of a label printing business and a direct
marketing services business. Also included in other are corporate expenses and
eliminations.

12

---

# Results of Operations

| | Third
Quarter Ended October 5, 2003 compared to Third Quarter Ended October 6, 2002
| | -----------------------------------------------------------------------------------

| | Consolidated
| | ------------

Our consolidated operating revenue in
the third quarter of both 2003 and 2002 was $245.3 million. Our consolidated operating
costs and expenses in the third quarter of 2003 were $141.1 million, an increase of $4.6
million, or 3.4%, compared to $136.5 million in the third quarter of 2002. Our
consolidated selling and administrative expenses in the third quarter of 2003 were $65.6
million, a decrease of $9.4 million, or 12.5%, compared to $75.0 million in the third
quarter of 2002.

The following table presents our
total operating revenue by segment, total operating costs and expenses, selling and
administrative expenses and total operating earnings as a percent of total operating
revenue for the third quarter of 2003 and 2002:

|                                               | 2003 | Percent of Total Operating Revenue | 2002 | Percent of Total Operating Revenue
|---------------------------------------------- | ---- | ---------------------------------- | ---- | ----------------------------------
|
|Operating revenue:                             |      |                                    |      |                                   
|Publishing                                     |      |                                    | $    | 96.8                              
|Broadcasting                                   |      |                                    |      | 47.1                              
|Telecommunications                             |      |                                    |      | 45.6                              
|Printing services                              |      |                                    |      | 25.7                              
|Other                                          |      |                                    |      | 30.1                              
|                                               |      |                                    |      |                                   
|Total operating revenue                        |      |                                    |      | 245.3                             
|Total operating costs and expenses             |      |                                    |      | 141.1                             
|Selling and administrative expenses            |      |                                    |      | 65.6                              
|                                               |      |                                    |      |                                   
|Total operating costs and expenses and selling |      |                                   
|and administrative expenses                    |      |                                    |      | 206.7                             
|                                               |      |                                    |      |                                   
|Total operating earnings                       |      |                                    |      | 38.6                              
|                                               |      |                                    |      |                                   

Total operating revenue in the third
quarter of 2003 was essentially even compared to the third quarter of 2002. The increase
in retail advertising at our daily newspaper, the increase in direct mail services from
our direct marketing services business, the increase in commercial telecommunication
services and the increase in national advertising at our radio broadcasting business was
offset by the reduction in revenue from our customer, Dell Computer Corporation, in our
printing services business and from wholesale telecommunications services.

The increase in total operating costs
and expenses was primarily due to an increase in newsprint costs in our publishing
business, an increase in programming and technology costs at our radio and television
broadcasting business, an increase in operating costs and expenses associated with the
increase in revenue in our commercial telecommunications business and an increase in
revenue at our direct marketing business offset by the decrease in revenue at our printing
services business. The decrease in selling and administrative expenses was primarily due
to the gain on the sale of property in our other segment, lower payroll costs at our daily
newspaper, the structural reorganization at our community newspapers and shoppers
business, the decrease in promotion and sales expenses in our radio broadcasting business,
the decrease in promotion expenses in our television broadcasting business and a decrease
in bad debt expense at our telecommunications business.

Employee insurance benefit costs,
included in total operating costs and expenses and selling and administrative expenses,
were $12.1 million in the third quarter of 2003, an increase of $1.6 million or 15.2%
compared to $10.5 million in the third quarter of 2002.

13

---

Our consolidated operating earnings
in the third quarter of 2003 were $38.6 million, an increase of $4.8 million, or 14.1%,
compared to $33.8 million in the third quarter of 2002. The following table presents our
operating earnings by segment for the third quarter of 2003 and 2002:

|                         | 2003 | Percent of
Total
Operating
Earnings | 2002 | Percent of
Total
Operating
Earnings
|------------------------ | ---- | ----------------------------------- | ---- | -----------------------------------
|
|Publishing               |      |                                     | $    | 11.3                               
|Broadcasting             |      |                                     |      | 9.0                                
|Telecommunications       |      |                                     |      | 11.3                               
|Printing services        |      |                                     |      | 1.0                                
|Other                    |      |                                     |      | 6.0                                
|                         |      |                                     |      |                                    
|Total operating earnings |      |                                     | $    | 38.6                               
|                         |      |                                     |      |                                    

The increase in total operating
earnings was primarily due to the gain on the sale of property at our other reportable
segment, the savings from the elimination of a duplicate workforce during initial start-up
of our daily newspapers new production facility and other payroll reductions at our
daily newspaper, savings from the structural reorganization of our community newspapers
and shoppers business and the decrease in promotional and sales expenses at our radio
broadcasting business, partially offset by the increases in programming costs and expenses
related to organizational changes at our television broadcasting business, the decrease in
revenue at our printing services business and the decrease in the profit margin due to the
change in the operating revenue mix at our telecommunications business.

Our consolidated EBITDA in the third
quarter of 2003 was $53.4 million, an increase of $5.4 million, or 11.3%, compared to
$48.0 million in the third quarter of 2002. We define EBITDA as net earnings plus total
other income and expense, provision for income taxes, gain/loss from discontinued
operations, net, cumulative effect of accounting change, net, depreciation and
amortization. We believe the presentation of EBITDA is relevant and useful because it
helps improve our investors ability to understand our operating performance and
makes it easier to compare our results with other companies that have different financing
and capital structures or tax rates. Our management uses EBITDA, among other things, to
evaluate our operating performance, to value prospective acquisitions and as a component
of incentive compensation targets for certain management personnel. In addition, our
lenders use EBITDA to measure our ability to service our debt. EBITDA is not a measure of
performance calculated in accordance with accounting principles generally accepted in the
United States. EBITDA should not be considered in isolation of, or as a substitute for,
net earnings as an indicator of operating performance or cash flows from operating
activities as a measure of liquidity. EBITDA, as we calculate it, may not be comparable to
EBITDA measures reported by other companies. In addition, EBITDA does not represent funds
available for discretionary use.

The following table presents a
reconciliation of our consolidated net earnings to consolidated EBITDA for the third
quarter of 2003 and 2002:

|                                       | 2003 |  | 2002 |     
|-------------------------------------- | ---- |  | ---- | ----
|
|Net earnings                           |      |  | $    | 22.8
|Total other expense                    |      |  |      | 0.3 
|Provision for income taxes             |      |  |      | 15.5
|Loss from discontinued operations, net |      |  |      | --  
|Depreciation                           |      |  |      | 14.3
|Amortization                           |      |  |      | 0.5 
|                                       |      |  |      |     
|EBITDA                                 |      |  | $    | 53.4
|                                       |      |  |      |     

The increase in total EBITDA is
consistent with increases in operating earnings in our other and publishing reportable
segments partially offset by a decrease in operating earnings at our printing services,
broadcasting and telecommunications reportable segments.

| | Publishing
| | ----------

Operating revenue from publishing in
the third quarter of 2003 was $96.8 million, an increase of $1.9 million, or 2.0%,
compared to $94.9 million in the third quarter of 2002. Operating earnings from publishing
in the third quarter of 2003 were $11.3 million, an increase of $3.3 million, or 41.3%,
compared to $8.0 million in the third quarter of 2002.

14

---

The following table presents our
publishing operating revenue and operating earnings for the third quarter of 2003 and
2002:

|                   | 2003 |  | 2002 |     
|------------------ | ---- |  | ---- | ----
|
|
|Operating revenue  |      |  | $    | 66.8
|                   |      |  |      |     
|Operating earnings |      |  | $    | 9.7 
|                   |      |  |      |     

The following table presents our
publishing operating revenue by category for the third quarter of 2003 and 2002:

|                          | 2003 |  | 2002 |     
|------------------------- | ---- |  | ---- | ----
|
|
|Advertising revenue:      |      |  |      |     
|Retail                    |      |  | $    | 23.8
|Classified                |      |  |      | 19.6
|General                   |      |  |      | 3.1 
|Other                     |      |  |      | 5.5 
|                          |      |  |      |     
|Total advertising revenue |      |  |      | 52.0
|Circulation revenue       |      |  |      | 13.7
|Other revenue             |      |  |      | 1.1 
|                          |      |  |      |     
|Total operating revenue   |      |  | $    | 66.8
|                          |      |  |      |     

Advertising revenue in the third quarter
of 2003 accounted for 75.6% of total publishing revenue compared to 76.1% in the third
quarter of 2002.

Retail advertising revenue in the
third quarter of 2003 was $41.6 million, an increase of $2.1 million, or 5.3%, compared to
$39.5 million in the third quarter of 2002. The increase is comprised of a $1.6 million,
or 11.7%, increase in daily newspaper retail ROP (run-of-press) and retail niche
advertising and a $0.8 million, or 11.3%, increase in daily newspaper retail preprints
offset by a $0.3 million decrease in community newspaper retail advertising. The increase
in advertising revenue at the daily newspaper in the third quarter of 2003 is primarily
due to the increased color capacity and reproduction quality of our new presses and a
sales program that encouraged our advertisers to increase their advertising with us.
Preprint advertising increased in the third quarter of 2003 due to additional advertising
from several home improvement advertisers, the shift to preprint advertising from retail
ROP by a major local furniture advertiser and an increase in average net paid circulation.

Classified advertising revenue in the
third quarter of 2003 was $22.5 million, a decrease of $1.3 million, or 5.5%, compared to
$23.8 million in the third quarter of 2002. Decreases in employment advertising of $1.1
million and automotive advertising of $0.8 million at our daily newspaper and a $0.3
million decrease at our community newspapers and shoppers were partially offset by
increases in general advertising of $0.6 million and real estate advertising of $0.6
million. The decrease in employment advertising, which accounted for 29.8% of total
classified advertising in the third quarter of 2003, represented a 14.2% decrease from the
third quarter of 2002. The decrease in automotive advertising is due to certain
advertisers switching their ad placement from the classified section to retail sections of
the paper. We believe the decrease in employment advertising resulted primarily from
continuing economic weakness and uncertainty.

General advertising revenue in the
third quarter of 2003 was $3.1 million, a decrease of $0.4 million, or 11.4%, compared to
$3.5 million in the third quarter of 2002. The decrease was attributable to a $0.6 million
general ROP branding campaign from a telecommunications advertiser in the third quarter of
2002 that was not repeated and was partially offset by an increase of $0.2 million in
general preprints in the third quarter of 2003.

15

---

The following table presents our
daily newspapers core newspaper advertising linage by category for the third quarter
of 2003 and 2002:

|                                          | 2003 |  | 2002 |       | Change
|----------------------------------------- | ---- |  | ---- | ----- | ------
|Advertising linage (inches in thousands): |      |  |      |       |       
|Full run                                  |      | 
|Retail                                    |      |  |      | 224.4 |       
|Classified                                |      |  |      | 288.6 |       
|General                                   |      |  |      | 15.6  |       
|                                          |      |  |      |       |       
|Total full run                            |      |  |      | 528.6 |       
|Part run                                  |      |  |      | 41.5  |       
|                                          |      |  |      |       |       
|Total advertising linage                  |      |  |      | 570.1 |       
|                                          |      |  |      |       |       
|Preprint pieces (in millions) (1)         |      |  |      | 246.8 |       
|                                          |      |  |      |       |       

(1)     A correction has been made to the number of preprint pieces in 2003 and
          2002.

Total advertising linage in the third
quarter of 2003 increased 3.0% compared to the third quarter of 2002. The increase was
largely due to a 64.0% increase in part run linage. The part run linage in the third
quarter of 2003 increased primarily due to an increase in zoned retail advertising. Full
run linage was essentially the same in the third quarter of 2003 and 2002. An 8.8%
increase in retail advertising was offset by a 14.3% decrease in general advertising and a
4.9% decrease in classified advertising. The increase in retail advertising linage is
consistent with the revenue increase in retail ROP while the decrease in general
advertising linage is due to the decrease in general ROP revenue and the decrease in
classified advertising linage is consistent with its revenue decrease. Preprint
advertising pieces increased 12.1% due to the increase from several home improvement
advertisers, the shift to preprint advertising from retail ROP by a major local furniture
advertiser and an increase in average net paid circulation.

The following table presents the full
pages of advertising and revenue per page of our community newspapers and shoppers for the
third quarter of 2003 and 2002:

|                                    | 2003 |  | 2002 |        | Change
|----------------------------------- | ---- |  | ---- | ------ | ------
|Full pages of advertising (1):      |      |  |      |        |       
|Community newspapers                |      |  |      | 33,914 |       
|Shoppers                            |      |  |      | 31,106 |       
|                                    |      |  |      |        |       
|Total full pages of advertising (1) |      |  |      | 65,020 |       
|                                    |      |  |      |        |       
|Revenue per page (1)                |      |  | $    | 283.56 |       
|                                    |      |  |      |        |       

(1)    A correction has been made to the number of full pages of advertising and
revenue per page in 2003 and 2002.

Total pages of full page advertising
of our community newspapers and shoppers in the third quarter of 2003 decreased 7.4%
compared to the third quarter of 2002. The decrease was due to an 8.5% decrease in
advertising in community newspapers and a 6.1% decrease in advertising in shoppers, due in
part to our decision to reduce the amount of advertising and editorial space in our
community newspapers and shoppers. Revenue per page increased 4.9% primarily due to rate
increases.

Other advertising revenue, consisting
of revenue from direct marketing efforts, JSOnline, niche publications and event
marketing, in the third quarter of 2003 was $6.0 million, an increase of $0.6 million, or
11.1%, compared to $5.4 million in the third quarter of 2002. The increase was largely due
to increases in direct mail advertising and online classified advertising.

Circulation revenue in the third
quarter of 2003 accounted for 15.1% of total publishing revenue compared to 15.6% in the
third quarter of 2002. Circulation revenue in the third quarter of 2003 was $14.6 million,
a decrease of $0.2 million, or 1.4%, compared to $14.8 million in the third quarter of
2002. The decrease in circulation revenue is mainly attributed to an increase in reduced
rate offerings at the daily newspaper. On June 30, 2002, in an effort to increase
readership in certain areas of Milwaukee County, we began offering greater discounts on
home delivery and single copy sales. Circulation in those areas has increased since
offering the discounts. According to the Audit Bureau of Circulations Newspaper
Publishers Statement for the six month period ended September 30, 2003, average net
paid circulation increased 0.8% for both the daily edition and the Sunday edition compared
to the six month period ended September 2002. Average paid circulation for our community
newspapers decreased 1.8% in the third quarter of 2003 compared to the third quarter of
2002.

Other revenue, which consists of
revenue from commercial printing opportunities at the print plants for our community
newspapers and shoppers and promotional, distribution and commercial printing revenue of
our daily newspaper, in the third quarter of 2003 accounted for 9.3% of total publishing
revenue compared to 8.3% in the third quarter of 2002. Other revenue in the third quarter
of 2003 was $9.0 million, an increase of $1.1 million, or 13.9%, compared to $7.9 million
in the third quarter of 2002. The increase was primarily attributed to a $0.7 million
increase in commercial printing revenue at our community newspapers and shoppers due to
increased prices and a $0.3 million increase in volume. As a result of the increased
capabilities of the daily newspapers new production facility, we had $0.4 million in
commercial printing revenue in the third quarter of 2003 which we did not have in the
third quarter of 2002.

16

---

Publishing operating earnings in the
third quarter of 2003 were $11.3 million, an increase of $3.3 million, or 41.3%, compared
to $8.0 million in the third quarter of 2002. The increase is attributed to savings of
$2.4 million from the elimination of a duplicate workforce during initial start-up of the
new production facility and other payroll reductions at our daily newspaper and savings of
$1.7 million from the structural reorganization and other cost reduction initiatives of
our community newspapers and shoppers business. The structural reorganization primarily
consisted of the elimination of regional management and the closure of a centralized
telemarketing effort for classified sales. The savings were partially offset by an
increase in newsprint costs. Newsprint costs were $12.3 million in the third quarter of
2003, an increase of $0.8 million, compared to $11.5 million in the third quarter of 2002.
The increase in the cost of newsprint was primarily attributed to price increases totaling
$1.3 million and consumption increases of $0.2 million partially offset by $0.7 million in
savings at the daily newspaper from utilizing a smaller page size.

| | Broadcasting
| | ------------

Operating revenue from broadcasting
in the third quarter of 2003 was $47.1 million, an increase of $0.3 million, or 0.7%,
compared to $46.8 million in the third quarter of 2002. Operating earnings from
broadcasting in the third quarter of 2003 were $9.0 million, a decrease of $0.8 million,
or 8.2%, compared to $9.8 million in the third quarter of 2002.

The following table presents our
broadcasting operating revenue and operating earnings for the third quarter of 2003 and
2002:

|                   | 2003 |  | 2002 |     
|------------------ | ---- |  | ---- | ----
|
|
|Operating revenue  |      |  | $    | 25.4
|                   |      |  |      |     
|Operating earnings |      |  | $    | 5.7 
|                   |      |  |      |     

Operating revenue from our radio
stations in the third quarter of 2003 was $25.4 million, an increase of $0.3 million, or
1.2%, compared to $25.1 million in the third quarter of 2002. The increase was primarily
attributed to a $0.6 million increase in national advertising revenue offset by a $0.2
million decrease in political and issue advertising revenue and a $0.1 million decrease in
local advertising revenue.

Operating earnings from our radio
stations in the third quarter of 2003 were $5.7 million, an increase of $0.5 million, or
9.6%, compared to $5.2 million in the third quarter of 2002. The increase was primarily
attributed the increase in revenue, $0.5 million decrease in promotional expenses and $0.2
million decrease in sales expenses offset by $0.3 million in additional sports programming
expenses and $0.2 million increase in technology costs.

Operating revenue from our television
stations in the third quarter of 2003 and 2002 was $21.7 million. The $1.2 million
increase in local advertising revenue was offset by a $1.2 million decrease in political
and issue advertising revenue.

Operating earnings from our
television stations in the third quarter of 2003 were $3.3 million, a decrease of $1.3
million, or 28.3%, compared to $4.6 million in the third quarter of 2002. The decrease was
primarily attributed to increases in programming costs, expenses related to organizational
changes, increases in technology, depreciation and news expenses offset by a decrease in
promotional expenses.

| | Telecommunications
| | ------------------

Operating revenue from
telecommunications in the third quarter of 2003 was $45.6 million, an increase of $0.5
million, or 1.2%, compared to $45.1 million in the third quarter of 2002. Operating
earnings from telecommunications in the third quarter of 2003 were $11.3 million, a
decrease of $0.8 million, or 6.1%, compared to $12.1 million in the third quarter of 2002.

Wholesale telecommunication services
provide network transmission solutions for other service providers by offering bulk
transmission capacity. Operating revenue from wholesale services in the third quarter of
2003 was $27.8 million, a decrease of $1.4 million, or 4.8%, compared to $29.2 million in
the third quarter of 2002. The decrease was primarily attributed to service
disconnections. Due to the turmoil in the telecommunications industry, we have experienced
a significant increase in customers disconnecting or terminating service. While we are not
always able to determine the specific reason a customer may disconnect service, we believe
the trend of customers focusing on reducing their network costs will continue, primarily
due to consolidating traffic on least cost routes and economic and other changes occurring
within our customers end-user customer base. Monthly recurring revenue
from wholesale services was $7.1 million at the end of the third quarter of 2003 compared
to $7.4 million at the beginning of the third quarter of 2003 and to $7.5 million at the
end of the third quarter of 2002. During the third quarter of 2003, new circuit
connections of $0.2 million in monthly recurring revenue were offset by service
disconnections.

17

---

Commercial telecommunication services
provide advanced data communications and long distance service to small and medium sized
businesses in the Upper Midwest, principally in Wisconsin, Michigan, Indiana, Minnesota
and Illinois. Operating revenue from commercial services in the third quarter of 2003 was
$17.8 million, an increase of $1.9 million, or 11.9%, compared to $15.9 million in the
third quarter of 2002. The increase was primarily attributed to an increase in long
distance services. Monthly recurring revenue from commercial advanced data services at the
end of the third quarter of 2003 was $3.3 million compared to $3.2 million at the
beginning of the third quarter of 2003 and $3.0 million at the end of the third quarter of
2002. Recently, regulators approved SBC Communications Inc.s application to offer
long distance service in Wisconsin, Indiana, Illinois and Michigan. We believe this
increased competition for commercial telecommunication services could adversely impact us
beginning in 2004.

The decrease in operating earnings
from telecommunications was primarily attributed to wholesale service disconnections that
occurred during 2003, and a decrease in profit margin due to higher operating costs and
expenses associated with the higher mix of commercial revenue, partially offset by a
decrease in bad debt expense. We expect service disconnections and price reductions in our
wholesale telecommunications business will cause an increasing downward trend that could
result in a decrease in our telecommunications operating earnings during 2004.

WorldCom and Global Crossing together
accounted for 18.0% and 16.3% of our telecommunications revenue in the third quarter of
2003 and 2002, respectively. Global Crossing filed for Chapter 11 bankruptcy protection in
January 2002 and WorldCom filed for Chapter 11 bankruptcy protection in July 2002. Each
company has received the approval of the bankruptcy court for its reorganization plan and
expects to emerge from bankruptcy. While we continue to provide services to WorldCom and
receive advance or timely payment for those services, we are in the process of ongoing
negotiations that will likely result in changes to the services we provide, which could
include disconnection or re-pricing of certain circuits and the possible addition of new
services and circuits. In addition, we continue to provide services to Global Crossing and
receive advance or timely payment for those services; however, under our current
arrangement, Global Crossing may terminate circuits upon 30 days notice. We are
currently negotiating a renewal service contract with Global Crossing. The loss of the
ongoing business from either of these two customers would have a significant adverse
effect on our results of operations.

We do not believe we have a material
bad debt exposure because we bill all data services for both wholesale and commercial
customers in advance of providing services and we have the contractual ability to turn off
service if a payment problem exits. Most customers are required to pay their bill before
services are provided.

| | Printing
Services
| | -----------------

Operating revenue from printing
services in the third quarter of 2003 was $25.7 million, a decrease of $4.3 million, or
14.1%, compared to $30.0 million in the third quarter of 2002. Operating earnings from
printing services in the third quarter of 2003 were $1.0 million, a decrease of $1.1
million, or 53.5%, compared to $2.1 million in the third quarter of 2002.

The decrease in printing services
operating revenue was primarily attributed to the reduction in revenue from our largest
customer, Dell Computer Corporation, resulting from its decision to purchase certain
products that are supplied by a different vendor. Additional decreases in revenue were due
to the reduction of manuals supplied to some original equipment manufacturing customers
and the loss of sales resulting from the consolidation of assembly and fulfillment
operations into Michigan.

The decrease in printing services
operating earnings was primarily attributed to the decrease in operating revenue and was
partially offset by decreases in fixed expenses as well as variable expenses related to
the revenue decrease.

Dell Computer Corporation accounted
for 30.4% and 41.0% of our printing services revenue in the third quarter of 2003 and
2002, respectively. We expect revenue from this customer to continue to decrease before
stabilizing during 2004. The loss of this business could have a material adverse effect on
our results of operations.

| | Other
| | -----

Other operating revenue in the third
quarter of 2003 was $30.1 million, an increase of $1.6 million, or 5.4%, compared to $28.5
million in the third quarter of 2002. Other operating earnings in the third quarter of
2003 were $6.0 million, an increase of $4.2 million, or 223.1%, compared to operating
earnings of $1.8 million in the third quarter of 2002.

18

---

The following table presents our
other operating revenue and operating earnings by business for the third quarter of 2003
and 2002:

|                   | 2003 |  | 2002 |     
|------------------ | ---- |  | ---- | ----
|
|
|Operating revenue  |      |  | $    | 17.7
|                   |      |  |      |     
|Operating earnings |      |  | $    | 0.9 
|                   |      |  |      |     

The increase in other operating
revenue was primarily attributed to an increase in sales of list services, database
marketing services and printing services from our direct marketing services business.
Included in operating revenue and operating costs and expenses from our direct marketing
services business is $7.4 million and $6.7 million of postage amounts billed to customers
in the third quarter of 2003 and 2002, respectively.

The increase in other operating
earnings was primarily attributed to the $3.2 million gain on the sale of property in the
third quarter of 2003 and the increased profit margins on database marketing services and
list services revenue.

SAB/Miller Brewing Company accounted
for 43.3% and 49.6% of our label printing business revenue in the third quarter of
2003 and 2002, respectively. In 2003, our label printing business is in the third year of
a five-year contract with SAB/Miller Brewing Company. The loss of SAB/Miller Brewing
Company could have a material adverse effect on our results of operations.

| | Non
Operating Income and Taxes from Continuing Operations
| | ---------------------------------------------------------

Interest income and dividends were
$0.1 million in the third quarter of 2003 and 2002. Interest expense in the third quarter
of 2003 was $0.4 million compared to $0.2 million in the third quarter of 2002. Gross
interest expense from borrowings under our credit agreement in the third quarter of 2003
was $0.4 million compared to $0.5 million in the third quarter of 2002. There was no
interest expense capitalized as part of our construction of the Milwaukee Journal
Sentinel production facility in the third quarter of 2003 compared to $0.4 million in
the third quarter of 2002.

The effective tax rate on continuing
operations was 40.5% in the third quarter of 2003 compared to 41.2% in the third quarter
of 2002. The difference between the statutory federal and state tax rates and the
effective tax rate in the third quarter of 2002 was primarily the result of non-deductible
expenses related to litigation that was settled in 2002.

| | Discontinued
Operations
| | -----------------------

In January 2002, we closed Fox Cities
Newspapers, located in Appleton, Wisconsin, which published six community newspapers.
These community newspapers were part of the publishing segment.

On April 29, 2002, the board of
directors of our French printing services subsidiary approved a resolution to proceed
through a liquidation process. The remaining operations of IPC Communication Services,
S.A., were turned over to a liquidator on December 31, 2002.

The operations of Fox Cities
Newspapers and IPC Communication Services, S.A. have been reflected as discontinued
operations in our consolidated financial statements.

Net revenue from discontinued
operations in the third quarter of 2002 was $0.4 million. The loss from discontinued
operations in the third quarter of 2002 was $0.2 million. Applicable income tax benefits
were $0.2 million in the third quarter of 2002. Net assets of discontinued operations at
October 5, 2003 and December 31, 2002 were zero.

| | Three
Quarters Ended October 5, 2003 compared to Three Quarters Ended October 6, 2002
| | -------------------------------------------------------------------------------------

| | Consolidated
| | ------------

Our consolidated operating revenue in
the three quarters of 2003 was $604.9 million, a decrease of $6.5 million, or 1.1%,
compared to $611.4 million in the three quarters of 2002. Our consolidated operating costs
and expenses in the three quarters of 2003 were $348.9 million, an increase of $7.2
million, or 2.1%, compared to $341.7 million in the three quarters of 2002. Our
consolidated selling and administrative expenses in the three quarters of 2003 were $174.0
million, a decrease of $8.2 million, or 4.5%, compared to $182.2 million in the three
quarters of 2002.

19

---

The following table presents our
total operating revenue by segment, total operating costs and expenses, selling and
administrative expenses and total operating earnings as a percent of total operating
revenue for the three quarters of 2003 and 2002:

|                                       | 2003 |  | Percent of Total Operating Revenue | 2002  |  | Percent of Total Operating Revenue
|-------------------------------------- | ---- |  | ---------------------------------- | ----- |  | ----------------------------------
|
|Operating revenue:                     |      |  |                                    |       |  |                                   
|Publishing                             |      |  | $                                  | 239.3 |  |                                   
|Broadcasting                           |      |  |                                    | 111.6 |  |                                   
|Telecommunications                     |      |  |                                    | 114.0 |  |                                   
|Printing services                      |      |  |                                    | 65.9  |  |                                   
|Other                                  |      |  |                                    | 74.1  |  |                                   
|                                       |      |  |                                    |       |  |                                   
|Total operating revenue                |      |  |                                    | 604.9 |  |                                   
|Total operating costs and expenses     |      |  |                                    | 348.9 |  |                                   
|Selling and administrative expenses    |      |  |                                    | 174.0 |  |                                   
|                                       |      |  |                                    |       |  |                                   
|Total operating costs and expenses and |      | 
|selling and administrative expenses    |      |  |                                    | 522.9 |  |                                   
|                                       |      |  |                                    |       |  |                                   
|Total operating earnings               |      |  | $                                  | 82.0  |  |                                   
|                                       |      |  |                                    |       |  |                                   

The decrease in total operating
revenue was due to a reduction in revenue from our largest customer in our printing
services business, carrier service disconnections at our telecommunications business, the
decrease in Olympic and political and issue advertising at our television stations and the
decrease in other and network revenue at our radio stations. These decreases were
partially offset by increases in direct mail services from our direct marketing services
business, an increase in retail advertising revenue at our daily newspaper and an increase
in gravure label printing from our label printing business.

The increase in total operating costs
and expenses was primarily due to additional costs related to the daily newspapers
transition to its new production facility, the increase in newsprint costs at our
publishing businesses, the increase in technology, depreciation and programming expenses
at our television broadcasting business, an increase in operating costs and expenses
associated with the increase in revenue in our commercial telecommunications business and
an increase in revenue at our direct marketing business offset by the decrease in revenue
at our printing services business. The decrease in selling and administrative expenses was
primarily due to the gain on the sale of property in our other segment, lower payroll
costs at our daily newspaper, the structural reorganization at our community newspapers
and shoppers business, the decrease in promotion and sales expenses in our radio
broadcasting business, the decrease in promotion expenses in our television broadcasting
business and a decrease in bad debt expense at our telecommunications business.

Employee insurance benefit costs,
included in total operating costs and expenses and selling and administrative expenses,
were $31.2 million in the third quarter of 2003, an increase of $3.2 million or 11.4%
compared to $28.0 million in the third quarter of 2002.

Our consolidated operating earnings
in the three quarters of 2003 were $82.0 million, a decrease of $5.5 million, or 6.7%,
compared to $87.5 million in the three quarters of 2002. The following table presents our
operating earnings by segment for the three quarters of 2003 and 2002:

|                         | 2003 |  | Percent of Total Operating Earnings | 2002 |  | Percent of Total Operating Earnings
|------------------------ | ---- |  | ----------------------------------- | ---- |  | -----------------------------------
|
|Publishing               |      |  | $                                   | 23.0 |  |                                    
|Broadcasting             |      |  |                                     | 19.4 |  |                                    
|Telecommunications       |      |  |                                     | 29.4 |  |                                    
|Printing services        |      |  |                                     | 2.7  |  |                                    
|Other                    |      |  |                                     | 7.5  |  |                                    
|                         |      |  |                                     |      |  |                                    
|Total operating earnings |      |  | $                                   | 82.0 |  |                                    
|                         |      |  |                                     |      |  |                                    

The decrease in total operating
earnings was primarily due to the increase in technology, depreciation and programming
costs at our television broadcasting business, the decrease in the profit margin due to
the change in the operating revenue mix at our telecommunications business and the
additional costs related to the daily newspapers new production facility.

20

---

Our consolidated EBITDA in the three
quarters of 2003 was $118.8 million, a decrease of $4.0 million, or 3.3%, compared to
$122.8 million in the three quarters of 2002. We define EBITDA as net earnings plus total
other income and expense, provision for income taxes, gain/loss from discontinued
operations, net, cumulative effect of accounting change, net, depreciation and
amortization. We believe the presentation of EBITDA is relevant and useful because it
helps improve our investors ability to understand our operating performance and
makes it easier to compare our results with other companies that have different financing
and capital structures or tax rates. Our management uses EBITDA, among other things, to
evaluate our operating performance, to value prospective acquisitions and as a component
of incentive compensation targets for certain management personnel. In addition, our
lenders use EBITDA to measure our ability to service our debt. EBITDA is not a measure of
performance calculated in accordance with accounting principles generally accepted in the
United States. EBITDA should not be considered in isolation of, or as a substitute for,
net earnings as an indicator of operating performance or cash flows from operating
activities as a measure of liquidity. EBITDA, as we calculate it, may not be comparable to
EBITDA measures reported by other companies. In addition, EBITDA does not represent funds
available for discretionary use.

The following table presents a
reconciliation of our consolidated net earnings to consolidated EBITDA for the three
quarters of 2003 and 2002:

|                                            | 2003 |  | 2002 |      
|------------------------------------------- | ---- |  | ---- | -----
|
|Net earnings                                |      |  | $    | 47.9 
|Total other (income) and expense            |      |  |      | 1.6  
|Provision for income taxes                  |      |  |      | 32.5 
|Loss from discontinued operations, net      |      |  |      | --   
|Cumulative effect of accounting change, net |      |  |      | --   
|Depreciation                                |      |  |      | 35.5 
|Amortization                                |      |  |      | 1.3  
|                                            |      |  |      |      
|EBITDA                                      |      |  | $    | 118.8
|                                            |      |  |      |      

The decrease in total EBITDA is
consistent with decreases in operating earnings in our broadcasting, telecommunications,
publishing and printing services business, offset by an increase in operating earnings at
our other reportable segment.

| | Publishing
| | ----------

Operating revenue from publishing in
the three quarters of 2003 was $239.3 million, an increase of $1.1 million, or 0.5%,
compared to $238.2 million in the three quarters of 2002. Operating earnings from
publishing in the three quarters of 2003 were $23.0 million, a decrease of $0.6 million,
or 2.5%, compared to $23.6 million in the three quarters of 2002.

The following table presents our
publishing operating revenue and operating earnings for the three quarters of 2003 and
2002:

|                   | 2003 |  | 2002 |      
|------------------ | ---- |  | ---- | -----
|
|
|Operating revenue  |      |  | $    | 165.0
|                   |      |  |      |      
|Operating earnings |      |  | $    | 20.0 
|                   |      |  |      |      

The following table presents our
publishing operating revenue by category for the three quarters of 2003 and 2002:

|                          | 2003 |  | 2002 |      
|------------------------- | ---- |  | ---- | -----
|
|
|Advertising revenue:      |      |  |      |      
|Retail                    |      |  | $    | 59.3 
|Classified                |      |  |      | 47.1 
|General                   |      |  |      | 8.1  
|Other                     |      |  |      | 13.4 
|                          |      |  |      |      
|Total advertising revenue |      |  |      | 127.9
|Circulation revenue       |      |  |      | 33.4 
|Other revenue             |      |  |      | 3.7  
|                          |      |  |      |      
|Total operating revenue   |      |  | $    | 165.0
|                          |      |  |      |      

21

---

Advertising revenue in the three quarters
of 2003 accounted for 74.8% of total publishing revenue compared to 74.3% in the three
quarters of 2002.

Retail advertising revenue in the
three quarters of 2003 was $102.2 million, an increase of $3.8 million, or 3.9%, compared
to $98.4 million in the three quarters of 2002. The increase is comprised of a $2.3
million, or 6.2%, increase in daily newspaper retail ROP (run-of-press) retail niche
publications and a $2.2 million, or 12.5%, increase in daily newspaper retail preprints
partially offset by a $0.7 million decrease in community newspaper and shopper retail
advertising. The increase in advertising revenue at the daily newspaper in the three
quarters of 2003 is primarily due to the increased color capacity and reproduction quality
of our new presses, increased advertising from several telecommunications advertisers and
a sales program that encouraged our advertisers to increase or maintain their advertising
with us. Preprint advertising increased in the three quarters of 2003 due to certain
retail and furniture advertisers increasing their preprint advertising over 2002, several
advertisers switching from retail ROP and an increase in average net paid circulation.

Classified advertising revenue in the
three quarters of 2003 was $53.8 million, a decrease of $3.3 million, or 5.8%, compared to
$57.1 million in the three quarters of 2002. Decreases in employment advertising of $2.3
million and automotive advertising of $1.7 million at our daily newspaper and a $1.0
million decrease at our community newspapers and shoppers were partially offset by
increases in general advertising of $1.2 million and real estate advertising of $0.5
million. The decrease in employment advertising, which accounted for almost 31.6% of total
classified advertising in the three quarters of 2003, represented an 11.7% decrease from
the three quarters of 2002. The decrease in automotive advertising is due to certain
advertisers switching their ad placement from the classified section to retail sections of
the paper. We believe the decrease in employment advertising resulted primarily from
continuing economic weakness and uncertainty.

General advertising revenue in the
three quarters of 2003 and 2002 was $8.1 million.

The following table presents the
advertising linage of our daily newspapers core newspaper by category for the three
quarters of 2003 and 2002:

|                                          | 2003 |  | 2002 |         | Change
|----------------------------------------- | ---- |  | ---- | ------- | ------
|Advertising linage (inches in thousands): |      |  |      |         |       
|Full run                                  |      | 
|Retail                                    |      |  |      | 537.1   |       
|Classified                                |      |  |      | 682.5   |       
|General                                   |      |  |      | 37.5    |       
|                                          |      |  |      |         |       
|Total full run                            |      |  |      | 1,257.1 |       
|Part run                                  |      |  |      | 88.3    |       
|                                          |      |  |      |         |       
|Total advertising linage                  |      |  |      | 1,345.4 |       
|                                          |      |  |      |         |       
|Preprint pieces (in millions) (1)         |      |  |      | 623.7   |       
|                                          |      |  |      |         |       

(1)    A
correction has been made to the number of preprint pieces in 2003 and           2002.

Total advertising linage in the three
quarters of 2003 increased 0.7% compared to the three quarters of 2002. The increase was
largely due to a 50.7% increase in part run linage offset by a 1.6% decrease in full run
linage. Part run linage increased in the three quarters of 2003 due to an increase in
zoned retail advertising. Full run linage in the three quarters of 2003 decreased
primarily due to a 5.1% decrease in general advertising and a 4.6% decrease in classified
advertising partially offset by 2.8% increase in retail advertising. The decrease in
classified advertising linage is consistent with the decrease in classified advertising
revenue and the decrease in general advertising linage is due to a decrease in general ROP
revenue. The increase in retail advertising lineage is consistent with our increase in
retail ROP revenue. Preprint advertising pieces rose 14.2% due to the increase in retail
and general preprint revenue.

The following table presents the full
pages of advertising and revenue per page of our community newspapers and shoppers for the
three quarters of 2003 and 2002:

|                                | 2003 |  | 2002 |         | Change
|------------------------------- | ---- |  | ---- | ------- | ------
|Full pages of advertising (1)   |      |  |      |         |       
|Community newspapers            |      |  |      | 84,200  |       
|Shoppers                        |      |  |      | 75,024  |       
|                                |      |  |      |         |       
|Total full pages of advertising |      |  |      | 159,224 |       
|                                |      |  |      |         |       
|Revenue per page (1)            |      |  | $    | 284.93  |       
|                                |      |  |      |         |       

(1)    A
correction has been made for the number of full pages of advertising and
          revenue per page in 2003 and 2002.

22

---

Total pages of full page advertising
for our community newspapers and shoppers in the three quarters of 2003 decreased 7.3%
compared to the three quarters of 2002. The decrease was largely due to a 7.6% decrease in
advertising in shoppers and a 7.1% decrease in advertising in community newspapers. We
have reduced the amount of advertising and editorial space in our community newspapers and
shoppers. Revenue per page increased 3.9% primarily due to rate increases.

Other advertising revenue, consisting
of revenue from direct marketing efforts, JSOnline, niche publications and event
marketing, in the three quarters of 2003 was $15.0 million, an increase of $1.6 million,
or 11.9%, compared to $13.4 million in the three quarters of 2002. The increase was
largely due to increased direct mail advertising and online classified advertising.

Circulation revenue in the three
quarters of 2003 accounted for 14.9% of total publishing revenue compared to 15.7% in the
three quarters of 2002. Circulation revenue in the three quarters of 2003 was $35.6
million, a decrease of $1.7 million, or 4.6%, compared to $37.3 million in the three
quarters of 2002. The decrease in circulation revenue is mainly attributed to an increase
in reduced rate offerings at the daily newspaper. On June 30, 2002, in an effort to
increase readership in certain areas of Milwaukee County, we began offering greater
discounts on home delivery and single copy sales. Circulation in those areas has increased
since offering the discounts. According to the Audit Bureau of Circulations
Newspaper Publishers Statement for the six month period ended September 30, 2003,
average net paid circulation increased 0.8% for both the daily edition and the Sunday
edition compared to the six month period ended September 2002. Average paid circulation
for our community newspapers decreased 2.5% in the three quarters of 2003 compared to the
three quarters of 2002.

Other revenue, which consists of
revenue from commercial printing opportunities at the print plants for our community
newspapers and shoppers and promotional, distribution and commercial printing revenue at
our daily newspaper, in the three quarters of 2003 accounted for 10.3% of total publishing
revenue compared to 10.0% in the three quarters of 2002. Other revenue in the three
quarters of 2003 was $24.6 million, an increase of $0.7 million, or 2.9%, compared to
$23.9 million in the three quarters of 2002. The increase was primarily attributed to the
introduction of commercial printing revenue at the daily newspaper as a result of the
increased printing capabilities of our new presses.

Publishing operating earnings in the
three quarters of 2003 were $23.0 million, a decrease of $0.6 million, or 2.5%, compared
to $23.6 million in the three quarters of 2002. The decrease was primarily due to $3.0
million in additional costs related to the initial start-up of the daily newspapers
new production facility and running duplicate production operations during the first
quarter of 2003 and a increase in the cost of newsprint, partially offset by a decrease in
payroll expenses at our daily newspaper and savings from the structural reorganization and
other cost reduction initiatives of our community newspapers and shoppers business.
Included in the $3.0 million of additional costs were a $2.2 million increase in
depreciation expense and $0.6 million equipment disposal expenses. Newsprint costs were
$29.8 million in the three quarters of 2003, an increase of $1.0 million, compared to
$28.8 million in the third quarter of 2002. The increase in the cost of newsprint was
primarily attributed to price increases totaling $2.0 million partially offset by $1.0
million in savings at the daily newspaper from utilizing a smaller page size.

As of March 30, 2003, all production
and distribution of the daily newspaper have been transitioned to the new production
facility. Production and distribution of the newspaper were done at both the old and new
production facilities from October 2002 until March 2003. Although the facility is
operational, final adjustments to the equipment have not yet been made and our operators
are still learning how to effectively utilize the features of the new equipment. We are
beginning to see an increase in retail ROP revenue as a result of the improved print
reproduction quality and increased productivity of our new presses and we are pursuing
commercial printing revenue opportunities from third parties. We do not expect to achieve
full benefit from the operating efficiencies of the new production facility before the end
of the year.

| | Broadcasting
| | ------------

Operating revenue from broadcasting
in the three quarters of 2003 was $111.6 million, a decrease of $0.8 million, or 0.7%,
compared to $112.4 million in the three quarters of 2002. Operating earnings from
broadcasting in the three quarters of 2003 were $19.4 million, a decrease of $2.6 million,
or 11.7%, compared to $22.0 million in the three quarters of 2002.

The following table presents our
broadcasting operating revenue and operating earnings for the three quarters of 2003 and
2002:

|                   | 2003 |  | 2002 |     
|------------------ | ---- |  | ---- | ----
|
|
|Operating revenue  |      |  | $    | 57.7
|                   |      |  |      |     
|Operating earnings |      |  | $    | 11.1
|                   |      |  |      |     

23

---

Operating revenue from our radio
stations in the three quarters of 2003 was $57.7 million, a decrease of $0.4 million, or
0.7%, compared to $58.1 million in the three quarters of 2002. The decrease was primarily
attributed to a $0.3 million decrease in sundry revenue and a $0.1 million decrease from
network revenue. A $1.0 million increase in national advertising revenue was offset by a
$1.0 million decrease in local advertising revenue.

Operating earnings from our radio
stations in the three quarters of 2003 were $11.1 million, an increase of $0.9 million, or
8.8%, compared to $10.2 million in the three quarters of 2002. The increase was primarily
attributed to a decrease in sales and promotional expenses.

Operating revenue from our television
stations in the three quarters of 2003 was $53.9 million, a decrease of $0.4 million, or
0.7%, compared to $54.3 million in the three quarters of 2002. The decrease was primarily
attributed to a $2.5 million decrease in Olympic advertising revenue, and $1.5 million
decrease in political and issue advertising revenue that was almost entirely offset by a
$3.4 million increase in local advertising revenue and a $0.2 million increase in national
advertising revenue.

Operating earnings from our
television stations in the three quarters of 2003 were $8.3 million, a decrease of $3.5
million, or 30.0%, compared to $11.8 million in the three quarters of 2002. The decrease
was primarily attributed to increases in technology and depreciation expenses, programming
expenses, news expenses, expenses related to organizational changes and sales expenses

The threatened outbreak of
hostilities in Iraq in March 2003 and the war itself had a $0.6 million negative impact on
our television broadcasting revenue in the three quarters of 2003 due to reduced spending
levels by some advertisers. There was hesitancy on the part of some advertisers to place
schedules during the period of time leading up to the war, cancellations by some
advertisers for the duration of war coverage and elimination of advertising inventory
available from our television networks, our local news products and syndicated and local
programming during their coverage of the war.

| | Telecommunications
| | ------------------

Operating revenue from
telecommunications in the three quarters of 2003 was $114.0 million, a decrease of $0.2
million, or 0.2% compared to $114.2 million in the three quarters of 2002. Operating
earnings from telecommunications in the three quarters of 2003 were $29.4 million, a
decrease of $2.3 million, or 7.0%, compared to $31.7 million in the three quarters of
2002.

Wholesale telecommunication services
provide network transmission solutions for other service providers by offering bulk
transmission capacity. Operating revenue from wholesale services in the three quarters of
2003 was $70.8 million, a decrease of $4.2 million, or 5.6%, compared to $75.0 million in
the three quarters of 2002. The decrease was primarily due to service disconnections. Due
to the turmoil in the telecommunications industry, we have experienced a significant
increase in customers disconnecting or terminating service. While we are not always able
to determine the specific reason a customer may disconnect service, we believe the trend
of customers focusing on reducing their network costs will continue, primarily due to
consolidating traffic on least cost routes and economic and other changes occurring within
our customers end-user customer base. Monthly recurring revenue from
wholesale services at the end of the three quarters of 2003 was $7.1 million compared to
$7.5 million at the beginning of 2003 and at the end of the three quarters of 2002. During
the three quarters of 2003, new circuit connections of $0.6 million in monthly recurring
revenue were more than offset by service disconnections.

Commercial telecommunication services
provide advanced data communications and long distance service to small and medium sized
businesses in the Upper Midwest, principally in Wisconsin, Michigan, Indiana, Minnesota
and Illinois. Operating revenue from commercial services in the three quarters of 2003 was
$43.2 million, an increase of $4.0 million, or 10.2%, compared to $39.2 million in the
three quarters of 2002. The increase was primarily attributed to an increase in long
distance services. Monthly recurring revenue from commercial advanced data services at the
end of the three quarters of 2003 was $3.3 million compared to $3.0 million at the
beginning of 2003 and at the end of the three quarters of 2002. Recently, regulators
approved SBC Communications Inc.s application to offer long distance service in
Wisconsin, Indiana, Illinois and Michigan. We believe this increased competition for
commercial telecommunication services could adversely impact us beginning in 2004.

The decrease in operating earnings
from telecommunications was primarily attributed to wholesale service disconnections that
occurred during 2003 and 2002 and a decrease in profit margin due to higher operating
costs and expenses associated with the higher mix of commercial revenue, partially offset
by a decrease in bad debt expense. We expect service disconnections and price reductions
in our wholesale telecommunications business will cause an increasing downward trend that
could result in a significant decrease in our telecommunications operating earnings during
2004.

WorldCom and Global Crossing together
accounted for 18.4% and 18.9% of our telecommunications revenue in the three quarters of
2003 and 2002, respectively. Global Crossing filed for Chapter 11 bankruptcy protection in
January 2002 and WorldCom filed for Chapter 11 bankruptcy protection in July 2002. In
April 2003, we sold our WorldCom pre-petition receivable, net of applicable
set-off accounts payable, to a third party. Each company has received the
approval of the bankruptcy court for its plan of reorganization and expects to emerge from
bankruptcy. While we continue to provide services to WorldCom and receive advance or
timely payment for those services, we are in the process of ongoing negotiations that will
likely result in changes to the services we provide, which could include disconnection or
re-pricing of certain circuits and the possible addition of new services and circuits. In
addition, we continue to provide services to Global Crossing and receive advance or timely
payment for those services; however, under our current arrangement, Global Crossing may
terminate circuits upon 30 days notice. We are currently negotiating a renewal
service contract with Global Crossing. The loss of the ongoing business from either of
these two customers would have a significant adverse effect on our results of operations.

24

---

We do not believe we have a material
bad debt exposure because we bill all data services for both wholesale and commercial
customers in advance of providing services and we have the contractual ability to turn off
service if a payment problem exists. Most customers are required to pay their bill before
services are provided.

| | Printing
Services
| | -----------------

Operating revenue from printing
services in the three quarters of 2003 was $65.9 million, a decrease of $10.3 million, or
13.5%, compared to $76.2 million in the three quarters of 2002. Operating earnings from
printing services in the three quarters of 2003 were $2.7 million, a decrease of $0.4
million, or 14.1%, compared to $3.1 million in the three quarters of 2002.

The decrease in printing services
operating revenue was primarily attributed to the reduction in revenue from our largest
customer, Dell Computer Corporation, resulting from its decision to purchase certain
products that are supplied by a different vendor. Additional decreases in revenue were due
to the reduction of manuals supplied to original equipment manufacturing customers and the
loss of sales resulting from the consolidation of assembly and fulfillment operations into
Michigan.

The decrease in printing services
operating earnings was primarily attributed to the decrease in revenue, a $0.5 million
charge for the settlement of a customer invoicing dispute and $0.5 million in closure
costs related to the CD-ROM mastering and replications operations, partially offset by
decreases in fixed expenses as well as variable expenses related to the revenue decrease.

Dell Computer Corporation accounted
for 29.0% and 37.7% of our printing services revenue in the three quarters of 2003 and
2002, respectively. We expect revenue from this customer to continue to decrease before
stabilizing during 2004. The loss of this business could have a material adverse effect on
our results of operations.

| | Other
| | -----

Other operating revenue in the three
quarters of 2003 was $74.1 million, an increase of $3.7 million, or 5.3%, compared to
$70.4 million in the three quarters of 2002. Other operating earnings in the three
quarters of 2003 were $7.5 million, an increase of $0.4 million, or 4.9% compared to $7.1
million in the three quarters of 2002.

The following table presents our
other operating revenue and operating earnings by business for the three quarters of 2003
and 2002:

|                            | 2003 |  | 2002 |     
|--------------------------- | ---- |  | ---- | ----
|
|
|Operating revenue           |      |  | $    | 44.7
|                            |      |  |      |     
|Operating earnings (losses) |      |  | $    | 1.7 
|                            |      |  |      |     

The increase in other operating
revenue was primarily attributed to an increase in database marketing services and list
services in our direct marketing services business and in the gravure label printing
operation in new products for our consumer goods and beverage customers. Included in
operating revenue and operating costs and expenses from our direct marketing services
business is $17.0 million and $16.2 million of postage amounts billed to customers in the
three quarters of 2003 and 2002, respectively.

The increase in other operating
earnings was primarily attributed to a $3.2 million gain on the sale of property, the $1.3
million impairment of a customer list recorded in the first quarter of 2002 at our direct
marketing services business, the increased profit margins on database marketing services
and list services revenue and the increase in revenue at our label printing business,
offset by a $2.1 million liability recorded for employment taxes in the second quarter of
2003 and the decrease in the litigation reserve by $4.1 million to reflect a settlement
during the second quarter of 2002.

SAB/Miller Brewing Company accounted
for 44.7% and 51.7% of our label printing business revenue in the three quarters of
2003 and 2002, respectively. In 2003, our label printing business is in the third year of
a five-year contract with SAB/Miller Brewing Company. The loss of SAB/Miller Brewing
Company could have a material adverse effect on our results of operations.

25

---

| | Non
Operating Income and Taxes from Continuing Operations
| | ---------------------------------------------------------

Interest income and dividends in the
three quarters of 2003 were $0.2 million, a decrease of $0.8 million, or 78.9%, compared
to $1.0 million in the three quarters of 2002. The decrease was primarily attributed to
the decrease in the invested balances of cash and cash equivalents and interest income
received in the three quarters of 2002 from refunds of state income taxes. Interest
expense in the three quarters of 2003 was $1.8 million compared to $0.5 million in the
second quarter of 2002. Gross interest expense from borrowings under our credit agreement
in the three quarters of 2003 was $1.2 million compared to $1.1 million in the three
quarters of 2002. Interest expense of $0.3 million was accrued for a liability for
employment taxes in the three quarters of 2003. There was no interest expense capitalized
as part of our construction of the Milwaukee Journal Sentinel production facility
in the three quarters of 2003 compared to $0.9 million in the three quarters of 2002.

The effective tax rate on continuing
operations was 40.4% in the three quarters of 2003 compared to 42.6% in the three quarters
of 2002. The difference between the statutory federal and state tax rates and the
effective tax rate in the three quarters of 2002 was primarily the result of non
deductible expenses related to litigation that was settled in 2002.

| | Discontinued
Operations
| | -----------------------

In January 2002, we closed Fox Cities
Newspapers, located in Appleton, Wisconsin, which published six community newspapers.
These community newspapers were part of the publishing segment.

On April 29, 2002, the board of
directors of our French printing services subsidiary approved a resolution to proceed
through a liquidation process. The remaining operations of IPC Communication Services,
S.A., were turned over to a liquidator on December 31, 2002.

The operations of Fox Cities
Newspapers and IPC Communication Services, S.A. have been reflected as discontinued
operations in our consolidated financial statements.

Net revenue from discontinued
operations in the three quarters of 2002 was $3.2 million. The loss from discontinued
operations in the three quarters of 2002 was $0.3 million. Applicable income tax benefits
were $5.0 million in the three quarters of 2002. Net assets of discontinued operations at
October 5, 2003 and December 31, 2002 were zero.

| | Cumulative
Effect of Accounting Change
| | --------------------------------------

Effective January 1, 2002, we adopted
Statement No. 142, Goodwill and Other Intangible Assets. Under Statement No.
142, goodwill and intangible assets deemed to have indefinite lives, including broadcast
licenses and network affiliation agreements, are no longer amortized but are reviewed for
impairment and written down and charged to operations when their carrying amounts exceed
their estimated fair values. We performed transitional impairment tests on the carrying
value of our goodwill and indefinite-lived intangible assets as of January 1, 2002. The
resulting impairment charges of $7.7 million ($6.5 million after tax) were recorded during
the three quarters ended October 6, 2002 and are reported as the cumulative effect of
accounting change in our consolidated condensed statements of earnings.

# Initial Public Offering
and Tender Offer

In our initial public offering, which
was completed on September 29, 2003, 19,837,500 shares of our class A common stock were
sold to the public, including 2,587,500 shares of class A common stock purchased by the
underwriters to cover over-allotments.  Of those 19,837,500 shares, we sold
19,441,500 shares and Abert Family Journal Stock Trust sold 396,000 shares.  Net
proceeds to us were approximately $265.8 million.  Due to the timing of the initial
public offering and the end of our third quarter, we were required to estimate some of
these transaction costs for which we have not received invoices.  Upon receiving
these invoices, we will record the actual transaction costs in the fourth quarter which we
do not expect to be materially different than our estimates.

Immediately prior to the initial
public offering, the shareholders of Old Journal (including Journal Employees' Stock Trust ("JESTA"), Matex Inc. and Abert
Family Journal Stock Trust (the latter two of which we refer to as the Grant family
shareholders)) effected a share exchange with New Journal pursuant to which JESTA
and the Grant family shareholders exchanged each share of their Old Journal common stock
for three shares of New Journal class B common stock (divided as equally as possible into
one-half class B-1 common stock and one-half class B-2 common stock) and following which
Old Journal became a wholly owned subsidiary of New Journal.  JESTA then terminated
and distributed the class B common stock that it received in the share exchange to its
former unitholders on a three-shares-for-one-unit basis, with such shares divided as
equally as possible into one-half class B-1 common stock and one-half class B-2 common
stock.  There is no public trading market for the class B common stock, although
shares can be sold to eligible purchasers under our articles of incorporation.

Immediately after the share exchange
and immediately before the termination of JESTA and the closing of the initial public
offering, the Grant family shareholders exchanged approximately 41.5% of their class B
shares they received in the share exchange for 3,264,000 shares of class C common stock.

26

---

We used the net proceeds of the
initial public offering, as well as borrowings from our new debt facility, to purchase
20,002,215 shares of our class B-1 common stock at a price of $15.00 per share, or an
aggregate of approximately $300.0 million plus related expenses, through our tender offer
which commenced on October 3, 2003 and expired on November 3, 2003.  The purpose of
the tender offer was to allow our class B shareholders, who are employees and former
employees, to obtain liquidity for a certain portion of their shares so that they can
reduce their personal debt previously incurred to purchase units of beneficial interest in
JESTA.  The tender offer was contemplated and disclosed to our shareholders prior to
the share exchange and as part of the permanent capital transaction in order to effect a
synthetic secondary offering.

As of September 29, 2003, prior to
our share exchange, we believe that employee and former employee investors had outstanding
balances under demand notes secured by pledges of JESTA units totaling approximately
$434.4 million.  A shareholder who wished to tender shares in the tender offer that
were pledged to a lender was required to receive a release from the lender and, unless
written instructions were given to the contrary, 80% of the purchase price for the class
B-1 shares we accepted for payment in the tender offer from such shareholder was paid
directly to the lender and the remaining 20% directly to the shareholder.

# Liquidity and Capital
Resources

Effective September 29, 2003, we and
certain of our subsidiaries (as guarantors) entered into a new five-year credit agreement
with U.S. Bank, N.A. as Lead Arranger and Administrative Agent, and certain other lending
institutions. The credit agreement provides us with an unsecured revolving facility of up
to $350 million. As of October 5, 2003 we did not have any borrowings under this
facility.

The interest rate on borrowings under
the facility will be either LIBOR plus a margin that ranges from 87.5 basis points to 150
basis points, depending on our leverage, or the Base Rate, which equals the
higher of the prime rate set by U.S. Bank, N.A. or the Federal Funds Rate plus one percent
per annum. Interest on LIBOR advances will be computed on the basis of actual number of
days elapsed in a 360-day year. Interest on Base Rate advances will be computed on the
basis of actual number of days elapsed in a 365 or 366-day year. The material covenants of
this agreement include the following:

|o | A
consolidated funded debt ratio as determined for the four fiscal quarter period preceding
the date of determination of not greater than 3.0:1.0. As of October 5, 2003, the
consolidated funded debt ratio was 0.00.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | A
fixed charge coverage ratio as determined for the four fiscal quarter period preceding
the date of determination of not less than 1.75:1.0. As of October 5, 2003, the fixed
charge coverage ratio was 2.20.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | A
consolidated tangible net worth as of the end of any quarter of not less than $200
million. As of October 5, 2003, consolidated tangible net worth was $627.0 million.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Consolidated
capital expenditures during any fiscal year of not more than $75 million. As of October
5, 2003, consolidated capital expenditures were $35.7 million.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | A
consolidated rent expense during any fiscal year of not more than $40 million. As of
October 5, 2003, consolidated rent expense was $20.5 million.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------

Cash balances were $218.8 million at
October 5, 2003. Our cash flow and cash position was enhanced by the issuance of class A
common stock in our initial public offering on September 29, 2003. We believe our expected
cash flows from operations and borrowings available under our credit facility will be
adequate for the foreseeable future to provide for our working capital, debt service,
capital expenditures and cash dividends.

# Cash Flow

Cash provided by operating activities
was $103.5 million in the three quarters of 2003 compared to $84.8 million in the three
quarters of 2002. The increase is primarily attributed to an increase in other operating
assets and liabilities, including income taxes payable, and an increase in accounts
payable due to recording an amount payable for equipment for the daily newspapers
new production facility and amounts payable for fees in connection with our initial public
offering.

Cash used for investing activities
was $31.7 million in the three quarters of 2003 compared to $41.2 million in the three
quarters of 2002. Capital expenditures for property and equipment were $35.7 million in
the three quarters of 2003 and $42.4 million in the three quarters of 2002. We continued
to invest in the equipment and the building for our daily newspaper production facility
and upgrades to our telecommunications fiber optic network plus upgrades to our facilities
and technology equipment at our broadcasting business. As of October 5, 2003 we have spent
$113.1 million on the newspaper production facility, which is now essentially complete.
Acquisition of businesses was $1.5 million in the three quarters of 2003 representing the
purchase of the Antigo Area Shoppers Guide by our community newspapers and shoppers
business. In the three quarters of 2003 we had $5.5 million of proceeds from the sales of
assets compared to $1.1 million in the three quarters of 2002. The increase was primarily
attributable to $3.3 million received for the sale of property.

27

---

Cash provided by financing activities
was $138.6 million in the three quarters of 2003 compared to $41.9 million cash used in
the three quarters of 2002. Cash provided by financing activities was the result of $265.8
million of net proceeds from our initial public offering. We decreased our borrowing under
our credit agreement by $90.8 million in the three quarters of 2003 compared to the
increase in borrowing of $65.9 million in the three quarters of 2002. The increased
borrowing in 2002 was primarily used to purchase units of beneficial interest from
employees and former employees. In the three quarters of 2003, there were $2.1 million
purchases and no sales of units due to the suspension of trading in the third quarter of
2002 compared to purchases of units of $122.5 million and sales of units of $38.8 million
in the three quarters of 2002. We paid cash dividends of $34.4 million and $23.8 million
in the three quarters of 2003 and 2002, respectively. In the third quarter of 2003, a
special dividend of $0.20 per share was declared on each class B share outstanding
immediately following the share exchange, $0.15 per share, or $ 11.5 million, of which has
been paid and the remaining $0.05 per share, or $4.3 million, will be paid in the fourth
quarter of 2003.

Cash used for discontinued operations
was $3.1 million in the three quarters of 2002.

# Critical Accounting
Policies

There are no material changes to the disclosures
regarding critical accounting policies made in our predecessor's Annual Report on Form 10-K for the year
ended December 31, 2002.

# New Accounting Standards

In June 2002, Statement No. 146,
Accounting for Costs Associated with Exit or Disposal Activities, was issued.
Statement No. 146 addresses financial accounting and reporting for costs associated with
exit or disposal activities and nullifies the previous guidance on the subject. It
requires, among other things, that a liability for a cost associated with an exit or
disposal activity be recognized, at fair value, when the liability is incurred rather than
at the commitment date to the exit or disposal plan. The provisions for Statement No. 146
are effective for exit or disposal activities that are initiated after December 31, 2002.
Accordingly, Statement No. 146 may affect when future costs associated with exit or
disposal activities are recognized.

In February 2003, we announced the
closure of our CD-ROM mastering and replication facility, a part of our printing services
business. In the three quarters of 2003, $0.5 million in closure costs were recorded.

# ITEM 3.  QUANTITATIVE AND
QUALITATIVE DISCLOSURE OF MARKET RISK

There are no material changes to the
disclosures regarding interest rate risk and foreign currency exchange risk made in our
predecessor's Annual Report on Form 10-K for the year ended December 31, 2002.

# ITEM 4.  CONTROLS AND
PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our
Disclosure Committee, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c), as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and communicated to them to allow timely
decisions regarding required disclosure.There has been no change in our internal control over financial reporting that occurred during our last
fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

# PART II. OTHER
INFORMATION

# ITEM 1.  LEGAL PROCEEDINGS

Advertising Representative
Litigation.In September 2003, we hired a new television advertising representative
due to our assessment of the performance of the prior representative. On September 11,
2003, the prior representative, TeleRep, Inc. and Harrington, Righter & Parsons, Inc.
(which are affiliated entities), filed suits against our subsidiary, Journal Broadcast
Group, Inc., in the Supreme Court of the State of New York, County of New York, demanding
a lump sum payment under certain contractual provisions in the aggregate amount of
approximately $9.0 million. The new representative has assumed liability in connection
with that claim and agreed to indemnify us for all losses, damages and expenses associated
with the prior representatives claim.

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# ITEM 2.  CHANGES IN
SECURITIES AND USE OF PROCEEDS

In connection with our initial public
offering of class A common stock, we filed a registration statement on Form S-1 (Reg. No.
333-105210) with the Securities and Exchange Commission registering a total of 19,837,500
shares.  The registration statement was declared effective under the Securities Act
of 1933 on September 15, 2003.  Pursuant to the registration statement, we sold
19,441,500 shares of our class A common stock, including 2,587,500 shares subject to the
underwriters over-allotment option, and Abert Family Journal Stock Trust, a selling
shareholder, sold 396,000 shares.  The aggregate public offering price for the shares
registered for sale by us was approximately $291.6 million, and the aggregate public
offering price for the shares registered for sale by Abert Family Journal Stock Trust was
approximately $5.9 million.  The underwriting syndicate for the offering was managed
by Morgan Stanley & Co. Incorporated, Robert W. Baird & Co. Incorporated
(Baird), Credit Suisse First Boston LLC, Goldman, Sachs & Co, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.  This offering terminated after the
sale of all of the shares of our class A common stock that we registered under our
registration statement.

We received gross proceeds of
approximately $291.6 million for the sale of shares by us in the initial public offering,
approximately $20.4 million of which were applied to underwriting discounts and
commissions, and approximately $5.4 million of which were applied to legal, accounting and
other costs, including amounts we paid to Baird for underwriting discounts and commissions
as well as customary fees in its capacity as our financial advisor in connection with our
permanent capital transaction.  Mary Ellen Stanek, one of our directors, is a
Managing Director of Baird.  After deducting expenses described above, the net
proceeds to us from our sale of class A shares in the initial public offering was
approximately $265.8 million.  Due to the timing of the initial public offering and
the end of our third quarter, we were required to estimate some of these transaction costs
for which we have not received invoices.  Upon receiving these invoices, we will
record the actual transaction costs which we do not expect to be materially different than
our estimates.

Immediately prior to the initial
public offering, the shareholders of Old Journal (including JESTA and the Grant family
shareholders) effected a share exchange with New Journal pursuant to which JESTA
and the Grant family shareholders exchanged each share of their Old Journal common stock
for three shares of New Journal class B common stock (divided as equally as possible into
one-half class B-1 common stock and one-half class B-2 common stock) and following which
Old Journal became a wholly owned subsidiary of New Journal.  JESTA then terminated
and distributed the class B common stock that it received in the share exchange to its
former unitholders on a three-shares-for-one-unit basis, with such shares divided as
equally as possible into one-half class B-1 common stock and one-half class B-2 common
stock.  There is no public trading market for the class B common stock, although
shares can be sold to eligible purchasers under our articles of incorporation.

Immediately after the share exchange
and immediately before the termination of JESTA and the closing of the initial public
offering, the Grant family shareholders exchanged approximately 41.5% of their class B
shares they received in the share exchange for 3,264,000 shares of class C common
stock.  There is no public trading market for Class C common stock and it cannot be
transferred before March 20, 2004, except for transfers to us.  After that time,
class C common stock can be transferred to us, to the Grant family shareholders or family
successors, or each class C share can be converted, at the option of the holder into
either (i) 1.363970 class A shares or (ii) 0.248243 class A shares and 1.115727 class B
shares.

We used the net proceeds of the
initial public offering, as well as borrowings from our new debt facility, to purchase
20,002,215 shares of our class B-1 common stock at a price of $15.00 per share, or an
aggregate of approximately $300.0 million, plus related expenses, through our tender offer
which commenced on October 3, 2003 and expired on November 3, 2003.  The purpose of
the tender offer was to allow our class B shareholders, who are employees and former
employees, to obtain liquidity for a certain portion of their shares so that they can
reduce their personal debt previously incurred to purchase units of beneficial interest in
JESTA.  The tender offer was contemplated and disclosed to our shareholders prior to
the share exchange and as part of the permanent capital transaction in order to effect a
synthetic secondary offering.

Prior to the consummation of the
tender offer, the net proceeds to us from the initial public offering were used to pay
down approximately $47.1million in outstanding debt under our new credit facility and the
balance of which was invested in short term investments.

# ITEM 3.  DEFAULTS UPON
SENIOR SECURITIES

Not applicable.

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# ITEM 4.  SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS

On September 3, 2003, we held a
special meeting of the shareholders of Old Journal and the unitholders of JESTA for the
purpose of voting on the following four items:

| | o | The
share exchange, pursuant to which each share of Old Journal common stock was
automatically exchanged for three shares of New Journal class B common stock, divided as
equally as possible among class B-1 and class B-2 shares.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | The
amendment and termination of JESTA to explicitly permit the share exchange to occur.
| | - | ----------------------------------------------------------------------------------------

| | o | The
approval of New Journal's 2003 Equity Incentive Plan.
| | - | ---------------------------------------------------------

| | o | The
approval of New Journal's 2003 Employee Stock Purchase Plan.
| | - | ----------------------------------------------------------------

Steven J. Smith and Douglas G. Kiel,
as the designated proxies, voted the shares of Old Journal common stock as they were
instructed by the shareholders of Old Journal and unitholders and Trustees of JESTA.
Approximately 94% of all shares of Old Journal common stock eligible to vote were
represented at the special meeting in person or by proxy.

| | o | Approximately
93.0% of the shares eligible to vote approved the share exchange.
| | - | -------------------------------------------------------------------------------

| | o | Approximately
87.2% of the JESTA units entitled to vote approved the amendment and termination of
JESTA.
| | - | --------------------------------------------------------------------------------------------------------

| | o | Approximately
94.3% of the shares voted at the special meeting approved the 2003 Equity Incentive Plan.
| | - | -------------------------------------------------------------------------------------------------------

| | o | Approximately
98.7% of the shares voted at the special meeting approved the 2003 Employee Stock Purchase Plan.
| | - | --------------------------------------------------------------------------------------------------------------

# ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS
ON FORM 8-K

|    |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Exhibits    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Exhibit No. | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 3.1         | Amendment to Articles of Incorporation of Journal Communications, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 3.2         | Articles of Incorporation of Journal Communications, Inc., as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 4           | Credit  Agreement,  dated as of September 5, 2003, by and among (i) The Journal Company (now
known as Journal Communications,  Inc.), as Borrower; (ii) Journal Communications, Inc. (now
known  as the  Journal  Company),  as  Guarantor;  (iii)  certain  subsidiaries  of  Journal
Communications,  Inc.  (now known as The Journal  Company),  as  Guarantors;  (iv) U.S. Bank
National  Association,  as Lead  Arranger  and  Administrative  Agent;  and (v) the  several
lenders from time to time  parties  thereto  (incorporated  by reference to Exhibit 4 to the
Current  Report on Form 8-K, filed  September 9, 2003, of The Journal  Company (now known as
Journal Communications, Inc.)).
|    | 31.1        | Certification  by  Steven  J.  Smith,  Chairman  and  Chief  Executive  Officer  of  Journal
Communications, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 31.2        | Certification by Paul M. Bonaiuto,  Executive Vice President and Chief Financial  Officer of
Journal Communications, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 32          | Certification of Steven J. Smith, Chairman and Chief Executive Officer and Paul M. Bonaiuto, Executive Vice President and
Chief Financial Officer of Journal Communications, Inc., pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                              

|    |                     |                    |                                                         |                           
|--- | ------------------- | ------------------ | ------------------------------------------------------- | --------------------------
|(b) | Reports on Form 8-K |                    |                                                        
|    | Filing              | Date               | Items Reported                                          | Financial Statements Filed
|    | 8-K                 | August 26, 2003    | Item 8 Change in Fiscal Year                            | None                      
|    | 8-K                 | September 3, 2003  | Item 5 Other Events and Regulation
  FD Disclosure      | None                      
|    | 8-K                 | September 5, 2003  | Item 5 Other Events and Regulation
     FD Disclosure   | None                      
|    | 8-K                 | September 23, 2003 | Item 5 Other Events and Regulation
  FD Disclosure      | None                      
|    | 8-K                 | September 29, 2003 | Item 5 Other Events and Regulation
  FD Disclosure      | None                      
|    | 8-K                 | October 27, 2003   | Item 12 Results of Operations and
  Financial Condition | None                      

30

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SIGNATURES

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

|                          |                                                                       
|------------------------- | ----------------------------------------------------------------------
|                          | JOURNAL COMMUNICATIONS, INC.
Registrant                               
|                          | /s/  Steven J. Smith                                                  
|Date:  November 19, 2003  | Steven J. Smith, Chairman and Chief Executive Officer                 
|                          | /s/  Paul M. Bonaiuto                                                 
|Date:  November 19 , 2003 | Paul M. Bonaiuto, Executive Vice President and Chief Financial Officer

31