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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 26, 2010

Commission File Number: 1-31805



JOURNAL COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)



|                                            |  |                                        
|------------------------------------------- |  | ---------------------------------------
|Wisconsin                                   |  | 20-0020198                             
|(State of incorporation)                    |  | (I.R.S. Employer identification number)
|                                            | 
|333 West State Street, Milwaukee, Wisconsin |  | 53203                                  
|(Address of principal executive offices)    |  | (Zip Code)                             



Registrants telephone number, including area code: (414) 224-2000



Securities registered pursuant to
Section 12(b) of the Act:



|                                                |  |                                          
|----------------------------------------------- |  | -----------------------------------------
|Title of Class                                  |  | Name of Each Exchange on Which Registered
|Class A Common Stock, $0.01 par value per share |  | The New York Stock Exchange              



Securities registered pursuant to Section 12(g) of the Act:



Class B Common Stock, $0.01 par value per share



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x



Indicate by check mark whether the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x



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



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web
site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)
(Registrant is not yet required to provide financial disclosure in an Interactive Data File format).    Yes   ̈    No   ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



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



Large Accelerated
Filer   ̈        Accelerated
Filer  x        Non-accelerated
Filer   ̈        Smaller reporting company   ̈



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x



The aggregate market value of the class A common stock held
by non-affiliates of the registrant as of June 25, 2010 was approximately $195,711,644 (based on the closing price of such stock on the New York Stock Exchange, Inc. as of such date). Neither of the registrants class B common stock or
Class C common stock is listed on a national securities exchange or traded in an organized over-the-counter market, but each share of the registrants class B common stock is convertible into one share of the registrants class A common
stock and each share of the registrants class C common stock is convertible into 1.3639790 shares of the registrants class A common stock.



Number of shares outstanding of each of the issuers classes of common stock as of February 25, 2011 (excluding 8,676,705 shares
of class B common stock held by our subsidiary, The Journal Company):



|                     |  |                                  |               | 
|-------------------- |  | -------------------------------- | ------------- | 
|Class                |  | Outstanding at February 25, 2011 |              
|Class A Common Stock |  |                                  | 43,313,362    | 
|Class B Common Stock |  |                                  | 8,711,636.684 | 
|Class C Common Stock |  |                                  | 3,264,000     | 



Documents Incorporated by Reference



Portions of the Proxy Statement for our May 4, 2011 Annual Meeting of Shareholders are incorporated by reference into Part III.







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JOURNAL COMMUNICATIONS, INC.



INDEX TO FORM 10-K



|                  |  |                                                                                                              |     |          |     | 
|----------------- |  | ------------------------------------------------------------------------------------------------------------ | --- | -------- | --- | 
|                  |  |                                                                                                              |     | Page No. |    
|Part I            |  |                                                                                                              |     |          |     | 
|                  |  |                                                                                                             
|Item 1.           |  | Business                                                                                                     |     |          | 2   | 
|Item 1A.          |  | Risk Factors                                                                                                 |     |          | 16  | 
|Item 1B.          |  | Unresolved Staff Comments                                                                                    |     |          | 28  | 
|Item 2.           |  | Properties                                                                                                   |     |          | 28  | 
|Item 3.           |  | Legal Proceedings                                                                                            |     |          | 29  | 
|Item 4.           |  | Reserved                                                                                                     |     |          | 30  | 
|                  |  |                                                                                                             
|Part II           |  |                                                                                                              |     |          |     | 
|                  |  |                                                                                                             
|Item 5.           |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |     |          | 31  | 
|Item 6.           |  | Selected Financial Data                                                                                      |     |          | 34  | 
|Item 7.           |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                        |     |          | 35  | 
|Item 7A.          |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |     |          | 61  | 
|Item 8.           |  | Financial Statements and Supplementary Data                                                                  |     |          | 62  | 
|Item 9.           |  | Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure                         |     |          | 102 | 
|Item 9A.          |  | Controls and Procedures                                                                                      |     |          | 102 | 
|Item 9B.          |  | Other Information                                                                                            |     |          | 102 | 
|                  |  |                                                                                                             
|Part III          |  |                                                                                                              |     |          |     | 
|                  |  |                                                                                                             
|Item 10.          |  | Directors, Executive Officers and Corporate Governance                                                       |     |          | 103 | 
|Item 11.          |  | Executive Compensation                                                                                       |     |          | 103 | 
|Item 12.          |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters               |     |          | 103 | 
|Item 13.          |  | Certain Relationships and Related Transactions, and Director Independence                                    |     |          | 104 | 
|Item 14.          |  | Principal Accounting Fees and Services                                                                       |     |          | 104 | 
|                  |  |                                                                                                             
|Part IV           |  |                                                                                                              |     |          |     | 
|                  |  |                                                                                                             
|Item 15.          |  | Exhibits, Financial Statement Schedules                                                                      |     |          | 105 | 
|                  | 
|Signatures        |  |                                                                                                              | 107 |         
|                  | 
|Index to Exhibits |  |                                                                                                              | 108 |         



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Forward-Looking Statements



We make certain statements in this Annual Report on Form
10-K (including the information that we incorporate by reference herein) that are forward-looking statements within the meaning of the Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in that 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 often use words such as may, will, intend, anticipate, believe, or should and similar expressions in this Annual Report on Form 10-K 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, as well as those contained in Item 1A.
Risk Factors of this Annual Report on Form 10-K:



| |  |  | changes in advertising demand or the buying strategies of advertisers or the migration of advertising to the internet;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



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



| |  |  | 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 or the changes in spectrum allocation policies);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in legislation or customs relating to the collection, management and aggregation and use of consumer information through telemarketing and
electronic communication efforts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | changes in network affiliation agreements, including increased sharing of retransmission revenue;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | quality and rating of network over-the-air broadcast programs, including programs changing networks and changing competitive dynamics regarding how and
when programs are made available to our viewers;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | an other than temporary decline in operating results and enterprise value that could lead to further non-cash impairment charges due to the impairment
of goodwill, broadcast licenses, other intangible assets and property, plant and equipment;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of changing economic and financial market conditions and interest rates on our liquidity, on the value of our pension plan assets and on the
availability of capital;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to remain in compliance with the terms of our credit agreement;
| | - |  | ---------------------------------------------------------------------------



| |  |  | changes in interest rates;
| | - |  | --------------------------



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



| |  |  | energy costs;
| | - |  | -------------



| |  |  | the availability and effect of acquisitions, investments, dispositions and other capital expenditures including share repurchases on our results of
operations, financial condition or stock price; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 Annual Report on
Form 10-K.



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PART I



|ITEM 1. | BUSINESS
|------- | --------



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; and (iii) corporate. Our publishing segment consists of the Milwaukee Journal Sentinel, which serves as the only major daily newspaper for the Milwaukee metropolitan area, and several
community newspapers and shoppers in Wisconsin and Florida. Our broadcasting segment consists of 33 radio stations and 13 television stations in 12 states and the operation of a television station under a local marketing agreement. Our interactive
media assets build on our strong publishing and broadcasting brands. Our corporate segment consists of unallocated corporate expenses and revenue eliminations.



We were founded in 1882 as a newspaper publisher serving Milwaukee, Wisconsin. Our media business mix was expanded in 1927 when we signed
on radio station WTMJ-AM, and again in 1947 when we put WTMJ-TV on the air. In 1937, Harry J. Grant founded our employee ownership plan, which contributed significantly to our companys positive culture and growth through its termination in
2003, in conjunction with our initial public offering. We believe our current capital structure allows us to continue our longstanding tradition of employee ownership. We have been able to attract and retain motivated people who have a passion for
the business and a level of commitment and sense of accountability that is heightened due to our business culture and employees ability to participate in ownership. Our culture is reinforced by our strong commitment to high ethical standards.



Our revenue was $376.8 million, $365.5 million
and $451.7 million in 2010, 2009, and 2008, respectively. The revenue generated by our operating segments as a percentage of our consolidated revenue for the last three years is shown below:



|                       |  |      |       |   |      |  |       |      |  |  |       |  
|---------------------- |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|                       |  | 2010 |       |   | 2009 |  |       | 2008 | 
|Publishing             |  |      | 48.5  | % |      |  | 53.1  | %    |  |  | 53.5  | %
|Broadcasting           |  |      | 51.6  |   |      |  | 46.9  |      |  |  | 46.5  |  
|Corporate eliminations |  |      | (0.1  | ) |      |  |      |      |  |  |      |  
|                       |  |      |       |   |      |  |       |      |  |  |       |  
|Total                  |  |      | 100.0 | % |      |  | 100.0 | %    |  |  | 100.0 | %
|                       |  |      |       |   |      |  |       |      |  |  |       |  



More information regarding us is
available at our website at www.journalcommunications.com. We are not including the information contained on our website as part of, or incorporating it by reference into this Annual Report on Form 10-K. 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 (SEC).



Publishing



Our publishing business is conducted through our wholly owned subsidiaries, Journal Sentinel, Inc. and Journal
Community Publishing Group, Inc., and consists of our daily newspaper, the Milwaukee Journal Sentinel, and our community newspapers and shoppers. Our publishing business accounted for 48.5% of our revenue for the year ended December 26,
2010. Within our publishing segment, our daily newspaper accounted for 83.3% of our publishing revenue. See Managements Discussion and Analysis of Financial Condition and Results of Operations and Note 13, Segment
Reporting, to our consolidated financial statements for additional financial information regarding our publishing business.



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Daily Newspaper



Published continuously from 1882, our daily newspaper has the largest circulation among all newspapers
published in Wisconsin, with a six-month average net paid circulation reported to the Audit Bureau of Circulations in our Publishers Statement at September 30, 2010 of 331,171 on Sunday and 183,636 daily. The Milwaukee Journal
Sentinel serves as the only major daily and Sunday newspaper for the Milwaukee metropolitan area. According to a 2010 readership survey conducted by Scarborough Research, the Sunday Milwaukee Journal Sentinel ranks number one in
readership among the 50 highest populated markets in the United States and the daily newspaper ranks number two. Over the course of a week, readership of our daily newspaper, online and niche products ranks second with a 61% penetration rate. These
rankings are calculated by dividing the number of adults reading an average issue of the newspaper in a newspapers Designated Market Area (DMA) by the number of persons over the age of 18 in the newspapers DMA. The Milwaukee Journal
Sentinels DMA, which ranks among the top 50 in the United States, consists of the 10-county area surrounding Milwaukee, Wisconsin.



Our daily newspaper and its reporting staff surpassed its record set in 2009 and won more national awards in 2010 than in any previous
year. The investigative series Cashing in on Kids, which exposed massive corruption and fraud in Wisconsins public child care subsidy program, received four of the five top national journalism awards in 2010, including the Pulitzer
Prize for local reporting. Investigative Reporters and Editors awarded its first-ever award for breaking news investigations to several members of the Journal Sentinel staff for Holes in the System, which revealed flaws that allowed a
serial murderer to evade mandatory DNA testing that could have resulted in charges before he killed some of his victims. The National Council on Crime and Delinquency gave its PASS awardfor work on US criminal juvenile justice and child
welfare systemsand the Casey Medal for Meritorious Journalism gave its award to the staff for their Fatal Care series that revealed problems in the state-run Bureau of Milwaukee Child Welfare. Separately, we were also recognized
for news section excellence by the Society of American Business Editors and Writers, the Associated Press Sports Editors, the Association of Food Journalists, and the American Association of Sunday and Features Editors.



In addition to our traditional print
media, we operate a number of websites that provide editorial and advertising content, including JSOnline.com, MilwaukeeMarketplace.com, Milwaukeemoms.com and the MyCommunityNOW family of 26 community websites. Also, we produce a subscription-based
website, PackerInsider.com, dedicated to coverage of the Green Bay Packers. Our employment site, JobNoggin.com, which is co-branded with Monster Worldwide, Inc. (Monster®), combines the promotional strength of our daily newspaper, JSOnline.com and our Milwaukee television and radio properties with Monster®s product and brand. Our daily newspaper is a member of the Yahoo! Consortium, a newspaper and Yahoo! web
portal partnership that shares content, advertising and technology. In January 2009, our daily newspaper launched a co-branded online automotive offering under a new franchise agreement with CarSoup of Minnesota, Inc. (CarSoup.com). In 2010, online
revenue of $10.8 million for Journal Interactive at our daily newspaper increased 14.4% compared to $9.5 million in 2009 due to an increase in retail sponsorship and classified packages sold.



The Milwaukee Journal Sentinel is distributed primarily by independent contract carriers throughout
southeastern Wisconsin. Agents deliver the Milwaukee Journal Sentinel to single copy outlets throughout the rest of Wisconsin.



The following table sets forth our average net paid circulation:



|                         |  |                               |         |  |                          |  |         |      |  |  |         |  |  |      |         |  |      |  |         |  |  |  |         | 
|------------------------ |  | ----------------------------- | ------- |  | ------------------------ |  | ------- | ---- |  |  | ------- |  |  | ---- | ------- |  | ---- |  | ------- |  |  |  | ------- | 
|                         |  | Six-Months Ended September 30 |         |  | 12-Months Ended March 31 | 
|                         |  | 2010                          |         |  | 2009                     |  |         | 2008 |  |  | 2010    |  |  | 2009 |         |  | 2008 | 
|Daily (Five-day average) |  |                               | 183,636 |  |                          |  | 190,841 |      |  |  | 212,157 |  |  |      | 188,644 |  |      |  | 207,717 |  |  |  | 219,214 | 
|Sunday                   |  |                               | 331,171 |  |                          |  | 334,240 |      |  |  | 375,432 |  |  |      | 331,184 |  |      |  | 368,686 |  |  |  | 387,756 | 



Circulation revenue accounted for 32.9% of our daily newspapers total revenue in 2010. The Milwaukee Journal Sentinel single
copy prices are $1.00 for daily, following a price increase in January 2011, and $2.00 for Sunday in our five county primary market area. We believe our average net paid circulation is decreasing due to,



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among other factors, increased competition for readers from new media products, other free sources, our decision to discontinue certain third-party programs and economic pressures on consumers.
Advertising revenue accounted for 55.9% of our daily newspapers total revenue in 2010. Our daily newspaper experienced decreases in revenue in most advertising categories in 2010 compared to 2009 due to the secular influences affecting the
newspaper industry and the continued economic uncertainty.



Other revenue, which consists of revenue from promotional and commercial distribution and commercial printing revenue accounted for 11.2% of our daily newspapers total revenue in 2010. Our
state-of-the-art printing facility allows us to leverage our existing assets to sign long term agreements to print other daily newspapers, such as USA Today, Kenosha News, Pioneer Press and others. We believe we provide high
quality, competitive pricing and close proximity to their readers.



Community Newspapers and Shoppers



We own and operate community newspapers and shoppers in Wisconsin and Florida and a printing plant in Wisconsin through our subsidiary, Journal Community Publishing Group, Inc.



Our community newspapers have a combined paid and free
average weekly distribution of approximately 230,000. Our community newspapers focus on local news and events that are of interest to the local residents. In some markets, our community newspapers are the only source of local news.



Our shoppers have a combined average weekly distribution of
approximately 257,000. Shoppers are free-distribution publications, primarily carrier-delivered to each household in a geographic area, featuring advertisements primarily from local and regional businesses. A few of our shoppers also include local
interest stories and weekly columns, such as fishing/hunting reports, obituaries and television listings.



We also publish niche publications that appeal to very specific advertisers and readers, with a combined paid and free average weekly
distribution of approximately 76,000. A few examples of the niche products are lifestyle, sports, automotive and boat enthusiast and agricultural publications.



Advertising revenue and circulation revenue accounted for 84.0% and 6.2%, respectively, of our community newspapers and
shoppers total revenue in 2010. In addition to our publishing operations, we also provide commercial printing services, including cold-web printing, sheet-fed printing, electronic prepress, mailing services, bindery and inserting, mostly for
other weekly and monthly publications. Revenue from commercial printing accounted for 9.8% of our community newspapers and shoppers total revenue in 2010. Our community newspapers, shoppers and niche publications groups are as follows:



|                       |  |                         |         |            |                         |  |          |           |  |      |    |  |      |  |    |      |  |  |      |                   |  |  |    |  |  |  |   |  |  |  |   | 
|---------------------- |  | ----------------------- | ------- | ---------- | ----------------------- |  | -------- | --------- |  | ---- | -- |  | ---- |  | -- | ---- |  |  | ---- | ----------------- |  |  | -- |  |  |  | - |  |  |  | - | 
|                       |  |                         |         |            |                         |  |          | Number of | 
|                       |  | 2010AverageDistribution |         |            | 2009AverageDistribution |  |          |           |  |      |    |  |      |  |    |      |  |  |      | NichePublications | 
|                       |  |                         |         | Newspapers |                         |  | Shoppers |           | 
|                       |  |                         |         | 2010       |                         |  | 2009     |           |  | 2010 |    |  | 2009 |  |    | 2010 |  |  | 2009 |                  
|Northern Wisconsin     |  |                         | 263,000 |            |                         |  | 360,000  |           |  |      | 5  |  |      |  | 8  |      |  |  | 8    |                   |  |  | 12 |  |  |  | 3 |  |  |  | 5 | 
|Southeastern Wisconsin |  |                         | 187,000 |            |                         |  | 225,000  |           |  |      | 14 |  |      |  | 14 |      |  |  | 4    |                   |  |  | 4  |  |  |  |  |  |  |  |  | 
|Florida                |  |                         | 113,000 |            |                         |  | 135,000  |           |  |      | 4  |  |      |  | 4  |      |  |  | 1    |                   |  |  | 1  |  |  |  | 4 |  |  |  | 5 | 



Newsprint



The basic raw material of newspapers is newsprint. We currently purchase the majority of our estimated newsprint requirements from a
single supplier. We may purchase our remaining estimated newsprint requirements in the spot market from other suppliers.



We believe we will continue to receive an adequate supply of newsprint for our needs. Newsprint prices fluctuate based upon market
factors, which include newsprint production capacity, currency exchange rates, manufacturers cost drivers, inventory levels, demand and consumption. Price fluctuations for newsprint can



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have a significant effect on our results of operations. The average net price per ton was $613 in 2010 compared to an average net price per ton of $574 in 2009. Our consumption of newsprint
decreased to 26,309 metric tons in 2010 from 27,598 metric tons in 2009, and our total cost of newsprint increased $0.3 million in 2010 compared to 2009. The decrease in consumption in 2010 at our publishing businesses was primarily due to decreases
in average net paid circulation, run-of-press (ROP) advertising, waste, and a decrease in content pages. Based on the consumption of newsprint in 2010 by our daily newspaper and by our community newspapers and shoppers, a $10 per ton increase or
decrease in the price of newsprint would increase or decrease our total cost of newsprint by $0.3 million.



Industry and Competition



Newspaper publishing is the oldest segment of the media industry. Metropolitan and community newspapers often represent the primary medium
for news and local advertising due to their historic importance to the communities they serve.



Over the past few years, fundamentals in the newspaper industry have deteriorated significantly. Retail and classified ROP advertising have decreased from historic levels due in part to department store
consolidation, weakened employment, automotive and real estate economics and a migration of advertising to the internet and other advertising forms. Circulation declines and online competition have also negatively impacted newspaper industry
revenues. Additionally, the continued housing market downturn has adversely impacted the newspaper industry, including real estate classified advertising as well as the home improvement, furniture and financial services advertising categories.
However, we believe the rate of deterioration of these fundamentals has moderated based on our results for 2010.



Advertising revenue is the largest component of a newspapers total revenue and it is affected by cyclical changes in national and
regional economic conditions. Classified advertising is generally the most sensitive to economic cycles and secular changes in the newspaper business because it is driven primarily by the demand for employment, real estate transactions and
automotive sales. Newspaper advertising revenue is seasonal and our publishing business tends to see increased revenue due to increased advertising activity during certain holidays.



We believe newspapers and their online and niche products continue to be one of the most effective mediums for
retail and classified advertising because they allow advertisers to promote the price and selection of goods and to maximize household reach within a local retail trading area. Notwithstanding the advertising advantages newspapers offer, newspapers
have many competitors for advertising dollars and paid circulation. These competitors include local, regional and national newspapers, shoppers, magazines, broadcast and cable television, radio, direct mail, Yellow Pages, the internet and other
media. Competition for newspaper advertising revenue is based largely upon advertiser results, advertising rates, readership, demographics and circulation levels, while competition for circulation revenue is based largely upon the content of the
newspaper, its price, editorial quality, and customer service. On occasion, our businesses compete with each other for regional and local advertising, particularly in the Milwaukee market.



Broadcasting



Our broadcasting business is conducted through our wholly owned subsidiary, Journal Broadcast Corporation, and its subsidiaries, which
together operate 33 radio stations and 13 television stations in 12 states and a television station under a local marketing agreement. Our broadcasting business accounted for 51.6% of our revenue for the year ended December 26, 2010. See
Managements Discussion and Analysis of Financial Condition and Results of Operations and Note 13, Segment Reporting, to our consolidated financial statements for additional financial information regarding our
broadcasting business.



Our radio and television
stations focus on providing targeted and relevant local programming that is responsive to the interests of the communities in which we compete. We promote a local focus that allows our stations and radio clusters to serve listeners, viewers and
advertisers more effectively, strengthens each stations brand identity and allows our stations to provide effective marketing solutions for advertisers by reaching their targeted audiences.



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In an effort to maximize our operating margins, we have implemented a centralized management
approach to certain functions such as engineering, IT, finance and human resources to generate economies of scale and incorporate best practices. We intend to continue to explore cost reduction and efficiency measures across our stations and pursue
market share and ratings growth which we believe will generate increased operating efficiency and revenue, and drive improvement in operating margin.



In five of our markets, Milwaukee, Wisconsin; Boise, Idaho; Tucson, Arizona; Omaha, Nebraska and Palm Springs, California, we either own
and operate both television and radio stations or own and operate more than one television station. We believe multiple properties in a market help us to better serve advertisers, viewers and listeners and maximize our operating margins.



Television Broadcasting



Based on the November 2010 Nielsen ratings book, we are
ranked among the top three stations in terms of station audience rating in four of the ten markets in which our television stations operate. WTMJ-TV, our Milwaukee television station, had the top-rated late night local newscast (Monday-Friday) in
its DMA in 79 of the previous 85 ratings periods (based on the percentage of the total potential household audience). In 2010, revenue from television operations accounted for 64.4% of our broadcasting revenue.



Our television stations are:



|                               |  |                         |  |              |      |  |                      |  |     |                        |  |  |                            |  |  |                                     |    |  |                                 |  |            |     |  |  |            |    
|------------------------------ |  | ----------------------- |  | ------------ | ---- |  | -------------------- |  | --- | ---------------------- |  |  | -------------------------- |  |  | ----------------------------------- | -- |  | ------------------------------- |  | ---------- | --- |  |  | ---------- | ---
|Station andNetwork Affiliation |  | Market                  |  | YearAcquired |      |  | StationMarketRank(1) |  |     | StationAudienceRank(1) |  |  | TotalStations 
inMarket(2) |  |  | ExpirationDate ofNetworkAffiliation |    |  | ExpirationDate of FCCLicense(7) | 
|WTMJ-TV NBC                    |  | Milwaukee, WI           |  |              | 1947 |  |                      |  | 3   |                        |  |  | 9                          |  |  |                                     | 15 |  |                                 |  | 12/31/2012 |     |  |  | 12/01/2005 | (8)
|KTNV-TV ABC                    |  | Las Vegas, NV           |  |              | 1979 |  |                      |  | 4   |                        |  |  | 5                          |  |  |                                     | 13 |  |                                 |  | 12/31/2012 |     |  |  | 10/01/2014 |    
|WSYM-TV FOX                    |  | Lansing, MI             |  |              | 1984 |  |                      |  | 4   |                        |  |  | 5                          |  |  |                                     | 7  |  |                                 |  | 8/30/2010  | (9) |  |  | 10/01/2013 |    
|KMIR-TV NBC                    |  | Palm Springs, CA        |  |              | 1999 |  |                      |  | 4+  |                        |  |  | 6                          |  |  |                                     | 10 |  |                                 |  | 12/31/2012 |     |  |  | 12/01/2014 |    
|KPSE-LP(3)(6) MNT              |  | Palm Springs, CA        |  |              | 2008 |  |                      |  | N/A |                        |  |  | N/A                        |  |  |                                     | 10 |  |                                 |  | 10/02/2011 |     |  |  | 12/01/2014 |    
|KIVI-TV
ABC                    |  | Boise, ID               |  |              | 2001 |  |                      |  | 3   |                        |  |  | 8                          |  |  |                                     | 13 |  |                                 |  | 12/31/2012 |     |  |  | 10/01/2014 |    
|KNIN-TV(6) CW                  |  | Boise, ID               |  |              | 2009 |  |                      |  | N/A |                        |  |  | N/A                        |  |  |                                     | 13 |  |                                 |  | 8/28/2011  |     |  |  | 10/01/2014 |    
|KSAW-LP(3) ABC                 |  | Twin Falls, ID          |  |              | 2001 |  |                      |  | 4+  |                        |  |  | 4                          |  |  |                                     | 8  |  |                                 |  | 12/31/2012 |     |  |  | 10/01/2014 |    
|WGBA-TV
NBC                    |  | Green Bay/ Appleton,
WI |  |              | 2004 |  |                      |  | 4   |                        |  |  | 8                          |  |  |                                     | 7  |  |                                 |  | 1/01/2013  |     |  |  | 12/01/2013 |    
|WACY-TV(4)(6) MNT              |  | Green Bay/ Appleton,
WI |  |              | 2004 |  |                      |  | N/A |                        |  |  | N/A                        |  |  |                                     | 7  |  |                                 |  | 10/02/2011 |     |  |  | N/A        |    
|KGUN-TV ABC                    |  | Tucson, AZ              |  |              | 2005 |  |                      |  | 1+  |                        |  |  | 11                         |  |  |                                     | 17 |  |                                 |  | 2/05/2012  |     |  |  | 10/01/2014 |    
|KWBA-TV(6) CW                  |  | Tucson, AZ              |  |              | 2008 |  |                      |  | N/A |                        |  |  | N/A                        |  |  |                                     | 17 |  |                                 |  | 8/31/2016  |     |  |  | 10/01/2014 |    
|WFTX-TV FOX                    |  | Naples/Fort Myers, FL   |  |              | 2005 |  |                      |  | 5   |                        |  |  | 4                          |  |  |                                     | 9  |  |                                 |  | 8/30/2010  | (9) |  |  | 2/01/2013  |    
|KMTV-TV CBS                    |  | Omaha, NE               |  |              | 2005 |  |                      |  | 3   |                        |  |  | 10                         |  |  |                                     | 9  |  |                                 |  | 9/18/2016  |     |  |  | 6/01/2014  |    



|(1) | Station market rank is based upon station audience ratings, which equal the percentage of the total potential household audience in the DMA. Station audience share
equals the percentages of the audience in the DMA actually watching our television station. The percentages are based on surveys conducted 5:00 a.m. to 2:00 a.m., seven days a week, as published in the November 2010 Nielsen ratings book. A
+ indicates a tie with another station in the market.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Includes all television stations whose city of origin is within the DMA that meet the minimum reporting standards.
|--- | ------------------------------------------------------------------------------------------------------------------



|(3) | Low-power television station.
|--- | -----------------------------



|(4) | We operate WACY-TV under a local marketing agreement between WGBA-TV and WACY-TV.
|--- | ---------------------------------------------------------------------------------



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|(5) | Green Bay, WI and Appleton, WI are considered one DMA.
|--- | ------------------------------------------------------



|(6) | KPSE-LP, KNIN-TV, WACY-TV and KWBA-TV did not qualify to be reported in the November 2010 Nielsen ratings book.
|--- | ---------------------------------------------------------------------------------------------------------------



|(7) | FCC (aka broadcast) licenses are granted for maximum terms of eight years and are subject to renewal upon application to the FCC. Refer to Regulation
for further discussion of the FCC license renewal process.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Renewal pending.
|--- | ----------------



|(9) | Renewal pending. We are currently in negotiations with FOX.
|--- | -----------------------------------------------------------



The affiliation by a station with one of the four major networks (NBC, ABC, CBS and FOX) has a significant impact on the composition of
the stations programming, revenue, expenses and operations. Lower ratings of NBC network programming have continued to have an adverse affect on revenue in our Milwaukee, Green Bay, and Palm Springs markets. We believe all of our television
stations are strong affiliates with good relationships with the respective networks.



In all of our markets and regardless of network affiliation, we focus on delivering leading local news programming, locally produced programming and contracting for popular syndicated programming with the
objective of maximizing our ratings and in turn our share of advertising spending in a given market. Despite the recent economic challenges, we believe that Las Vegas, Boise, Tucson and Naples/Fort Myers are markets with attractive long-term
demographic and growth profiles and that as a result, there is significant opportunity for growth and operating improvement at these stations.



Television advertising revenue and rates in even-numbered years typically benefit from political and issue advertising because there tends
to be more pressure on available inventory as the demand for advertising increases and we have the opportunity to increase the average unit rates we charge our customers. Television political and issue advertising revenue was $15.4 million in 2010
compared to $2.3 million in 2009, which was generally considered a non-election year. Olympics-related advertising on our three NBC affiliates was $2.2 million in 2010. NBC has purchased the right to broadcast the Olympics in 2012, and we expect
higher revenue compared to 2011 because the expected increased ratings during the Olympic time period for our three NBC affiliates will provide the opportunity to sell advertising at premium rates. National automotive revenue is heavily placed in
prime time, which helps drive average unit rates among other advertisers. When that placement doesnt occur in prime time, as was the case in 2009, it negatively affects demand and does not allow us the opportunity to increase the rates we can
charge our advertisers even when the sell-out levels are high.



We currently have retransmission consent agreements with virtually all distributors (cable, satellite and telecommunications) in our local markets for the rights to carry our signals and local programming
in their pay television services to consumers. Our television stations experienced a $2.0 million increase in retransmission consent revenue in 2010 due to contractual annual rate increases and the effective dates of several contracts. These
agreements are for multiple years with set rate increases and are based upon the number of subscribers to the cable, satellite or telecommunications systems.



We have made substantial investments in digital transmission equipment at our stations and are fully compliant with Federal Communications
Commission (FCC) mandates on digital transmission. We anticipate investing in digital infrastructure in several of our television markets as we make the continuing transition to HDTV (high-definition television). Also, we expect these investments to
create additional operating efficiencies and improve the transfer of program content to our internet websites.



Radio Broadcasting



Based on the Fall 2010 Arbitron ratings book, we have the number one station in terms of station audience rank in three of the eight
markets in which our radio stations operate, including in Milwaukee, Wisconsin where WTMJ-AM has been the top-rated radio station for 60 consecutive Arbitron rating periods. We have grown our radio operations primarily through acquisitions of
stations in mid-sized growth markets. We have acquired 17 of our 33 radio stations since 1999. During 2009, we sold radio stations KGEM-AM and KCID-AM in Boise, Idaho. In 2010, revenue from radio operations accounted for 35.6% of our broadcasting
revenue.



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Our radio stations are:



|                   |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|------------------ |  | ------------ |  | -------------------------- |  | ---------------------- | --- |  | ------------------------ |  | -- | ------------------ |  |  | ------------------------------- |  |  |  | ---------- | 
|Market and Station |  | YearAcquired |  | Format                     |  | StationAudienceRank(1) |     |  | TotalStationsinMarket(2) |  |    | FCCLicenseClass(3) |  |  | ExpirationDate of FCCLicense(6) | 
|Milwaukee, WI      |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|WTMJ-AM(5)         |  | 1927         |  | News/Talk/Sports           |  |                        | 1   |  |                          |  | 30 |                    |  |  | B                               |  |  |  | 12/01/2012 | 
|WLWK-FM(5)         |  | 1959         |  | Classic Hits               |  |                        | 10  |  |                          |  | 30 |                    |  |  | B                               |  |  |  | 12/01/2012 | 
|                   |  |              |  |                            |  |                       
|Omaha, NE          |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|KEZO-FM(5)         |  | 1995         |  | Rock                       |  |                        | 9+  |  |                          |  | 20 |                    |  |  | C                               |  |  |  | 6/01/2013  | 
|KKCD-FM(5)         |  | 1995         |  | Classic Rock               |  |                        | 12  |  |                          |  | 20 |                    |  |  | C2                              |  |  |  | 6/01/2013  | 
|KSRZ-FM(5)         |  | 1998         |  | Hot Adult Contemporary     |  |                        | 5   |  |                          |  | 20 |                    |  |  | C                               |  |  |  | 6/01/2013  | 
|KXSP-AM(4)         |  | 1999         |  | Sports                     |  |                        | N/A |  |                          |  | 20 |                    |  |  | B                               |  |  |  | 6/01/2013  | 
|KQCH-FM(5)         |  | 1999         |  | Contemporary Hits          |  |                        | 2   |  |                          |  | 20 |                    |  |  | C                               |  |  |  | 6/01/2013  | 
|                   |  |              |  |                            |  |                       
|Tucson, AZ         |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|KFFN-AM            |  | 1996         |  | Sports                     |  |                        | 21+ |  |                          |  | 24 |                    |  |  | C                               |  |  |  | 10/01/2013 | 
|KMXZ-FM(5)         |  | 1996         |  | Soft Adult Contemporary    |  |                        | 2   |  |                          |  | 24 |                    |  |  | C                               |  |  |  | 10/01/2013 | 
|KQTH-FM(5)         |  | 1996         |  | News/Talk                  |  |                        | 11  |  |                          |  | 24 |                    |  |  | A                               |  |  |  | 10/01/2013 | 
|KGMG-FM            |  | 1998         |  | Oldies                     |  |                        | 16  |  |                          |  | 24 |                    |  |  | C2                              |  |  |  | 10/01/2013 | 
|                   |  |              |  |                            |  |                       
|Knoxville, TN      |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|WKTI-AM(4)         |  | 1998         |  | Nostalgia                  |  |                        | N/A |  |                          |  | 20 |                    |  |  | D                               |  |  |  | 8/01/2012  | 
|WCYQ-FM(5)         |  | 1997         |  | Country                    |  |                        | 8   |  |                          |  | 20 |                    |  |  | A                               |  |  |  | 8/01/2012  | 
|WWST-FM(5)         |  | 1997         |  | Contemporary Hits          |  |                        | 3   |  |                          |  | 20 |                    |  |  | C1                              |  |  |  | 8/01/2012  | 
|WKHT-FM(5)         |  | 1998         |  | Rhythmic Contemporary Hits |  |                        | 4   |  |                          |  | 20 |                    |  |  | A                               |  |  |  | 8/01/2012  | 
|                   |  |              |  |                            |  |                       
|Boise, ID          |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|KJOT-FM            |  | 1998         |  | Rock                       |  |                        | 14+ |  |                          |  | 22 |                    |  |  | C                               |  |  |  | 10/01/2013 | 
|KQXR-FM            |  | 1998         |  | Active Rock                |  |                        | 12  |  |                          |  | 20 |                    |  |  | C1                              |  |  |  | 10/01/2013 | 
|KTHI-FM            |  | 1998         |  | Classic Hits               |  |                        | 9+  |  |                          |  | 20 |                    |  |  | C                               |  |  |  | 10/01/2013 | 
|KRVB-FM            |  | 2000         |  | Adult Alternative          |  |                        | 17+ |  |                          |  | 20 |                    |  |  | C                               |  |  |  | 10/01/2013 | 
|                   |  |              |  |                            |  |                       
|Wichita, KS        |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|KFDI-FM(5)         |  | 1999         |  | Country                    |  |                        | 1   |  |                          |  | 23 |                    |  |  | C                               |  |  |  | 6/01/2013  | 
|KICT-FM(5)         |  | 1999         |  | Rock                       |  |                        | 7   |  |                          |  | 23 |                    |  |  | C1                              |  |  |  | 6/01/2013  | 
|KFXJ-FM(5)         |  | 1999         |  | Classic Rock               |  |                        | 9   |  |                          |  | 23 |                    |  |  | C2                              |  |  |  | 6/01/2013  | 
|KLIO-AM            |  | 1999         |  | Oldies                     |  |                        | 17+ |  |                          |  | 23 |                    |  |  | B                               |  |  |  | 6/01/2013  | 
|KYQQ-FM            |  | 1999         |  | Regional Mexican           |  |                        | 16  |  |                          |  | 23 |                    |  |  | C                               |  |  |  | 6/01/2013  | 
|KFTI-FM            |  | 2000         |  | Classic Country            |  |                        | 14  |  |                          |  | 23 |                    |  |  | C1                              |  |  |  | 6/01/2013  | 
|                   |  |              |  |                            |  |                       
|Springfield, MO    |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|KSGF-AM/FM         |  | 1999/2003    |  | News/Talk (Simulcast)      |  |                        | 8+  |  |                          |  | 19 |                    |  |  | B/C3                            |  |  |  | 2/01/2013  | 
|KTTS-FM            |  | 1999         |  | Country                    |  |                        | 1   |  |                          |  | 19 |                    |  |  | C                               |  |  |  | 2/01/2013  | 
|KSPW-FM            |  | 1999         |  | Contemporary Hits          |  |                        | 3   |  |                          |  | 19 |                    |  |  | C2                              |  |  |  | 2/01/2013  | 
|KRVI-FM            |  | 2003         |  | Variety Hits               |  |                        | 10  |  |                          |  | 19 |                    |  |  | C3                              |  |  |  | 2/01/2013  | 
|                   |  |              |  |                            |  |                       
|Tulsa, OK          |  |              |  |                            |  |                        |     |  |                          |  |    |                    |  |  |                                 |  |  |  |            | 
|KKFAQ-AM(5)        |  | 1999         |  | News/Talk                  |  |                        | 14  |  |                          |  | 25 |                    |  |  | A                               |  |  |  | 6/01/2013  | 
|KVOO-FM(5)         |  | 1999         |  | Contemporary Country       |  |                        | 5   |  |                          |  | 25 |                    |  |  | C                               |  |  |  | 6/01/2013  | 
|KXBL-FM(5)         |  | 1999         |  | Classic Country            |  |                        | 13  |  |                          |  | 25 |                    |  |  | C1                              |  |  |  | 6/01/2013  | 



|(1) | Station audience rank equals the ranking of each station, in its market, according to the Fall 2010 Arbitron ratings book. The ranking is determined based on the
estimated share of persons 12 years and older listening during an average 15-minute increment (also known as average quarterly hour, or AQH, share) occurring Monday-Sunday between 6:00 a.m. and midnight. A +
indicates a tie with another station in the market.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | Includes stations qualified to be reported in the Fall 2010 Arbitron ratings book. In order to be qualified to be reported in a diary market, a station must have
received five or more minutes of listening in at least 10 diaries in the market from midnight to midnight, Monday through Sunday, during the survey period. In order to be qualified to be reported in a Portable People Meter (PPM) market, a station
must have received five or more minutes of listening from at least one PPM panelist and an Average Weekly Cumulative Rating of at least .495 during Monday-Sunday between 6:00 a.m. and midnight, during the survey period.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The FCC license class is a designation for the type of license based upon the radio broadcast service area according to radio broadcast rules compiled in the Code of
Federal Regulations.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | WKTI-AM and KXSP-AM did not qualify to be reported in the Fall 2010 Arbitron ratings book.
|--- | ------------------------------------------------------------------------------------------



|(5) | Stations that are broadcasting in digital.
|--- | ------------------------------------------



|(6) | FCC (aka broadcast) licenses are granted for maximum terms of eight years and are subject to renewal upon application to the FCC. Refer to Regulation
for further discussion of the FCC license renewal process.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We employ a variety of sales-related and programming strategies. Our sales-related strategies include maximizing our share of the advertisers advertising spending. We believe development of local
station clusters allows us to maximize market share because it allows us to offer a variety of format alternatives to appeal to a broader range of local advertisers. Our programming strategy includes developing and retaining local on-air talent to
drive ratings. We have long-term contracts with many of our on-air personalities. In addition, our Milwaukee radio station, WTMJ-AM, currently maintains exclusive radio broadcast rights for the Green Bay Packers, Milwaukee Brewers and Milwaukee
Bucks, and arranges a statewide radio network for the broadcast of their games.



Most of our radio broadcasting revenue is generated from the sale of local advertising, which includes non-traditional advertising programs. Non-traditional advertising refers to initiatives which attract
new local advertisers, including the creation of new local content and programs that combine television, radio or print with digital. The balance of broadcasting revenue is generated from the sale of national advertising, political and issue
advertising and other sources. We have predetermined the number of commercials that are broadcast each hour, depending on the format of a particular station. We attempt to determine the number of commercials broadcast hourly that can maximize
available revenue dollars without diminishing listening levels. Although the number of advertisements broadcast during a given time period may vary, the total number of advertisements broadcast on a particular station generally does not vary
significantly from year to year, unless there has been a format change.



We have aligned our radio stations in clusters within a market, in many cases building out the cluster around a lead station. We seek to build a unique and differentiated brand position at each station
within a cluster so that we can offer distinct solutions for a variety of advertisers in any given market. This clustering strategy has allowed us to target our stations formats and sales efforts to better serve advertisers and listeners as
well as leverage operating expenses to maximize the performance of each station and the cluster. We are currently broadcasting 17 radio stations in digital.



Industry and Competition



We compete with other radio and television stations, newspapers, cable television, satellite television, direct mail services, billboards,
and the internet and, in the future, may also compete with the satellite radio technology for advertising dollars. We believe some of the factors an advertiser considers when choosing an advertising medium include its overall marketing strategy and
reaching its targeted audience in the most cost-effective manner. In both radio and television broadcasting, revenue is derived primarily from advertising. Ratings, which estimate the number of listeners or viewers tuning in to a given station,
highly influence competition in broadcasting because they affect the advertising rates the broadcaster can chargehigher ratings generally mean the broadcaster can charge higher rates for advertising. By having a cluster of several stations
within one market, we can offer advertisers the opportunity to purchase air time on more than one of our stations in order to reach a broader audience.



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Revenues in the broadcast industry are derived primarily from the sale of advertising time
to local, national and political and issue advertisers and, to a lesser extent, from barter, digital revenues, retransmission fees, network compensation and other revenues. Because television and radio broadcasters rely upon advertising revenue,
they are subject to cyclical changes in the economy. The size of advertisers budgets, which are affected by broad economic trends, affects the radio industry in general and the revenue of individual television stations, in particular. Other
than the political and issue and automotive categories, our broadcasting business continues to experience an uneven economic recovery across the markets we operate in due to continued challenges in employment and the housing markets. Our
broadcasting business also is affected by audience fragmentation as audiences have an increasing number of options to access news and other programming.



Changes in market demographics, the entry of competitive stations, the adoption of competitive formats by existing stations and the
inability to retain popular on-air talent could result in lower ratings, which could in turn reduce advertising revenue. Technology can play an important role in competition as the ratings each station receives also depend upon the strength of the
stations signal in each market and, therefore, the number of listeners who have access to the signal. We continue to invest in the technology needed to maintain, and, where possible, strengthen our signals.



Commercial television stations generally fall into one of
three categories. The first category of stations includes those affiliated with one of the four major national networks (NBC, ABC, CBS and FOX). The second category includes stations affiliated with more recently developed national networks, such CW
and MyNetwork TV (MNT). The third category includes independent stations that are not affiliated with any network and rely principally on local and syndicated programming. Affiliation with a television network can have a significant influence on the
revenue of a television station because the audience ratings generated by a networks programming can affect the rates at which a station can sell advertising time. Generally, each station determines rates and receives all of the revenue, net
of agency commissions, for national and local spot advertising. Recent discussions between certain national networks and cable, satellite and telecommunications providers suggest that the national networks will be seeking an increase in fees, which
could include programming fees, from their affiliates when the current affiliation agreements expire. The national networks believe they are due a portion of the retransmission revenue the affiliates generate from its agreements with the cable,
satellite and telecommunications providers.



Seasonal revenue fluctuations are common in the broadcasting industry and are primarily due to fluctuations in advertising expenditures by
retailers and automobile manufacturers. Broadcast advertising is typically strongest in the second and fourth quarters of the year, which coincides with increased advertising around certain holidays. Historically, the second quarter tends to show an
increase in automotive advertising as well as increases in tourism and travel advertising before the summer months. Television advertising revenue and rates in even-numbered years typically benefit from political and issue advertising because there
tends to be more pressure on available inventory as the demand for advertising increases and we have the opportunity to increase average unit rates we charge our customers.



Compliance with Environmental Laws



As the owner, lessee or operator of various real properties
and facilities, we are subject to various federal, state and local environmental laws and regulations. Historically, compliance with these laws and regulations has not had a material adverse effect on our business. Compliance with existing or new
environmental laws and regulations may require us to make future expenditures.



Regulation



Our television and radio businesses are subject to regulation by governmental authorities in the United States.



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Introduction



Our television and radio broadcasting operations are subject
to regulation by the FCC under the Communications Act of 1934, as amended (which we refer to as the Communications Act). Under authority of the Communications Act, the FCC, among other things, assigns frequency bands for broadcast and other uses;
determines the location, frequency and operating power of stations; grants permits and licenses to construct and operate television and radio stations on particular frequencies; issues, revokes, modifies and renews radio and television broadcast
station licenses; regulates equipment used by stations; determines whether to approve changes in ownership or control of station licenses; regulates the content of some forms of programming; adopts and implements regulations and policies which
directly or indirectly affect the ownership, operations and profitability of broadcasting stations; and has the power to impose penalties for violations of its rules.



Licensed broadcast stations must pay FCC regulatory and
application fees and comply with various rules promulgated under the Communications Act that regulate, among other things, political advertising, sponsorship identification, closed captioning of certain television programming, obscene, indecent and
profane broadcasts, and technical operations, including limits on radio frequency radiation. Additionally, the FCCs rules require licensees to implement equal employment opportunity outreach programs and maintain records and make filings with
the FCC evidencing such efforts.



The following is
a brief summary of certain provisions of the Communications Act and specific FCC rules and policies. The summaries are not intended to describe all present and proposed statutes and FCC rules and regulations that impact our television and radio
operations. Failure to observe the provisions of the Communications Act and the FCCs rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of short-term (less than the
maximum term) license renewal or, for particularly egregious violations, the denial of a license renewal application, the revocation of a license or the withholding of approval for acquisition of additional broadcast properties.



Broadcast Licenses/Renewals



The Communications Act permits the operation of a broadcast
station only in accordance with a license issued by the FCC upon a finding that the grant of a license would serve the public interest, convenience and necessity. The FCC grants broadcast licenses for specified periods of time and, upon application,
may renew the licenses for additional terms (ordinarily for the maximum eight years). Generally, the FCC renews a broadcast license upon a finding that (i) the broadcast station has served the public interest, convenience and necessity;
(ii) there have been no serious violations by the licensee of the Communications Act or the FCCs rules; and (iii) there have been no other violations by the licensee of the Communications Act or other FCC rules which, taken together,
indicate a pattern of abuse. After considering these factors, the FCC may renew a broadcast stations license, either with conditions or without, or it may designate the renewal application for hearing. Although there can be no assurance that
our licenses will be renewed, we have not to date had a violation of the FCCs regulations that jeopardized the renewal of our licenses, and we are not currently aware of any facts that would prevent their renewal. On November 1, 2005, the
Milwaukee Public Interest Media Coalition (MPIMC) filed a petition at the FCC asking it to deny the pending license renewal applications of all eleven commercial television stations in the Milwaukee Designated Market Area (DMA),
including our station, WTMJ-TV, on the grounds that the stations failed to provide adequate coverage of state and local issues during the 2004 election campaign. In June 2007, the FCC issued an Order denying MPIMCs Petition. In July 2007,
MPIMC filed a Petition for Reconsideration with the FCC requesting it to reconsider the denial of MPIMCs Petition to Deny. We opposed MPIMCs Petition for Reconsideration and in July 2008, the FCC issued a decision denying the Petition
for Reconsideration. In August 2008, MPIMC filed a second Petition for Reconsideration of the FCCs June 2007 Order. We filed an Opposition to MPIMCs Second Petition in August 2008. The FCC dismissed MPIMCs Second Petition on
January 12, 2009. On February 16, 2010, MPIMC filed an Application for Review requesting the FCC to review the dismissal of MPIMCs Second Petition. We filed an Opposition to MPIMCs Application for Review jointly with several
other television stations in the Milwaukee DMA, and MPIMC filed a reply. By letter dated December 10, 2010, the FCC



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dismissed MPIMCs Application For Review. On January 10, 2011, MPIMC filed another Application for Review requesting the FCC to vacate its December 10, 2010 order and consider
MPIMCs February 10, 2010 Application for Review on its merits. On January 25, 2011, we filed an Opposition to MPIMCs latest Application for Review jointly with several other television stations in the Milwaukee DMA. Our
Opposition stated that the Application for Review was deficient and requested that it be dismissed.



Ownership Restrictions



The Communications Act and FCC rules and policies include a number of limitations regarding the number and reach of broadcast stations that any person or entity may own, directly or by attribution. FCC
approval is also required for transfers of control and assignments of station licenses. A person or entity requesting FCC approval to acquire a radio or television station license must demonstrate that the acquisition complies with the FCCs
ownership rules or that a waiver of the rules is in the public interest.



The FCC is required to review quadrennially the following media ownership rules and to modify, repeal or retain any rules as it determines to be in the public interest: the newspaper broadcast
cross-ownership rule; the local radio ownership rule; the radio-television cross-ownership rule; the dual network rule; and the local television ownership rule. In 2003, the FCC completed a comprehensive review of its ownership rules and adopted
revised rules. The FCCs new rules were to have become effective on September 4, 2003. However, a number of parties sought reconsideration of the new rules and others filed judicial appeals. The U.S. Court of Appeals for the Third Circuit
issued a stay of the new rules on September 3, 2003. Then, in an opinion issued on June 24, 2004, the court remanded most of the revised rules to the FCC for additional analysis and justification. In 2008, the FCC released a Report and
Order that modified only the newspaper broadcast cross-ownership rule to permit cross-ownership of one newspaper and one television or radio station in the top twenty markets under certain circumstances, and establishing a waiver procedure for such
combinations in markets smaller than the top twenty. The FCC also reinstated the radio television cross-ownership rule, which had been repealed in 2003, reinstated the local television ownership rule as it had been in effect prior to 2003, and
affirmed the local radio ownership rule as adopted in 2003. The FCC stated that newspaper broadcast combinations that were grandfathered in 1975 when the newspaper-broadcast cross-ownership rule was adopted, including our Milwaukee operations, will
continue to be grandfathered. The FCCs 2008 Order is currently on appeal. In May 2010, the FCC released a Notice of Inquiry (NOI) as the initial step of its 2010 quadrennial review of its media ownership rules. The NOI solicited comments on a
number of broad-based questions intended to define the analytical framework of the statutorily-mandated quadrennial review. The FCCs ownership rules that are currently in effect are briefly summarized below.



Newspaper-Broadcast Cross-Ownership
Rule.Under the currently effective newspaper-broadcast cross-ownership Rule, unless grandfathered or subject to waiver, no party can have an attributable interest in both a daily English-language newspaper and either a
television station or a radio station in the same market if specified signal contours of the television station or the radio station encompass the entire community in which the newspaper is published. Our media operations in Milwaukee are
grandfathered under this rule.



Local Radio
Ownership Rule.The local radio ownership rule limits the number of radio stations an entity may own in a given market depending on the size of the radio market. Specifically, in a radio market with 45 or more commercial
and noncommercial radio stations, a party may own, operate, or control up to eight commercial radio stations, not more than five of which are in the same service (AM or FM). In a radio market with between 30 and 44 radio stations, a party may own,
operate, or control up to seven commercial radio stations, not more than four of which are in the same service. In a radio market with between 15 and 29 radio stations, a party may own, operate, or control up to six commercial radio stations, not
more than four of which are in the same service. In a radio market with 14 or fewer radio stations, a party may own, operate, or control up to five commercial radio stations, not more than three of which are in the same service, except that a party
may not own, operate, or control more than 50% of the stations in the market, except for combinations of one AM and one FM station, which are permitted in any size market. For stations located in a market in which the Arbitron ratings service



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provides ratings, the definition of radio market is based on the radio market to which BIA Financial Network assigns the affected radio stations. For stations that are not in an
Arbitron market, the market definition is based on technical service areas, pending a further FCC rulemaking. Also under the rule, a radio station that provides more than 15% of another in-market stations weekly programming or sells more than
15% of another in-market stations weekly advertising will be deemed to have an attributable interest in the brokered station.



Radio-Television Cross-Ownership Rule.The radio-television cross-ownership rule generally allows common
ownership of one or two television stations and up to six radio stations, or, in certain circumstances, one television station and seven radio stations, in any market where at least 20 independent voices would remain after the combination; two
television stations and up to four radio stations in a market where at least 10 independent voices would remain after the combination; and one television and one radio station notwithstanding the number of independent voices in the market. A
voice generally includes independently owned, same-market commercial and noncommercial broadcast television and radio stations, newspapers of certain minimum circulation, and one cable system per market.



Local Television Ownership
Rule.Under the local television ownership rule, one party may own, operate, or control up to two television stations in a market, so long as the market would have at least eight independently owned full power television
stations after the combination and at least one of the stations is not one of the top-four-rated stations (based on audience share) in the television market. The rule also permits the ownership, operation or control of two television stations in a
market as long as the stations Noise Limited Service contours do not overlap. The FCC may waive this rule to permit ownership, operation or control of these television stations in a market that will not otherwise be permissible if one of the
stations is in involuntary bankruptcy, is a failed station, or is failing (i.e. stations with negative cash flow and less than a four share all day audience rating). Under the rule, a television station that provides more
than 15% of another in-market stations weekly programming will be deemed to have an attributable interest in the brokered station.



Dual Network Rule.The dual network rule prohibits any of the four major networksABC, CBS, Fox and
NBCfrom merging with each other.



Television National Audience Reach Limitation.A person or entity is prohibited from having an attributable
interest in television stations whose aggregate audience reach exceeds 39% of the television households in the United States. In calculating the number of households a station reaches, the FCC attributes a UHF station with only 50% of the television
households in the market. The FCC is precluded by statute from modifying this rule in connection with its mandated quadrennial review of the ownership rules.



Attribution of Ownership.    An attributable interest for purposes of the FCCs broadcast
ownership rules generally includes: (i) equity and debt interests which combined exceed 33% of a licensees total assets, if the interest holder supplies more that 15% of the licensees total weekly programming, or has an attributable
same-market media interest, whether television, radio, cable or newspaper; (ii) a 5% or greater direct or indirect voting stock interest, including certain interests held in trust, unless the holder is a qualified passive investor in which case
the threshold is a 20% or greater voting stock interest; (iii) any equity interest in a limited liability company or a partnership, including a limited partnership, unless properly insulated from management activities; and
(iv) any position as an officer or director of a licensee or of its direct or indirect parent.



Alien Ownership



The Communications Act restricts the ability of foreign entities or individuals to own or hold interests in U.S. broadcast licenses. Foreign governments, representatives of foreign governments, non-U.S.
citizens, representatives of non-U.S. citizens, and corporations or partnerships organized under the laws of a foreign country (collectively, aliens) are prohibited from holding broadcast licenses. Aliens may directly or indirectly own
or vote, in the aggregate, up to 20% of the capital stock of a licensee. In addition, a broadcast license may not be granted to or held by any corporation that is controlled, directly or indirectly, by any other corporation



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more than 25% of whose capital stock is owned or voted by aliens if the FCC finds that the public interest will be served by the refusal or revocation of such license. The FCC has interpreted
this provision to require an affirmative finding that foreign ownership in excess of 25% would serve the public interest and, in the broadcast context, has made such a finding only in highly limited circumstances.



Obscenity, Indecency and Profanity



The FCCs rules prohibit the broadcast of obscene
material at any time and indecent or profane material between the hours of 6:00 a.m. and 10:00 p.m. In recent years, the FCC has intensified its enforcement activities with respect to programming it considers indecent and has issued numerous fines
to licensees found to have violated the indecency rules. Several appeals of certain of the FCCs recent indecency enforcement actions and of the FCCs underlying indecency standards are pending in the federal courts.



In July 2007, the FCC implemented increased forfeiture
amounts for indecency violations that were enacted by Congress. The maximum permitted fine for an indecency violation is $325,000 per incident and $3,000,000 for any continuing violation arising from a single act or failure to act.



Because the FCC may investigate indecency complaints on an
ex parte basis, a licensee may not have knowledge of an indecency complaint unless and until the complaint results in the issuance of a formal FCC letter of inquiry or notice of apparent liability for forfeiture. From time to time, our
television and radio stations receive letters of inquiry and notices of proposed forfeitures from the FCC alleging that they have broadcast indecent material. We do not believe that broadcasts identified in any currently pending complaints of which
we are aware violate the indecency standards. Several appeals of certain of the FCCs recent indecency enforcement actions and of the FCCs underlying indecency standards are pending in the federal courts. In July 2010, the U.S. Court of
Appeals for the Second Circuit issued a decision finding that the FCCs indecency standard was too vague for broadcasters to interpret and therefore inconsistent with the First Amendment. This decision is subject to rehearing and possible
appeal to the Supreme Court. We cannot predict the outcome of these proceedings or whether Congress will consider or adopt further legislation in this area.



Sponsorship Identification



Both the Communications Act and the FCCs rules generally require that, when payment or other consideration has been received or
promised to a broadcast licensee for the airing of program material, at the time of the airing, the station must disclose that fact and identify who paid or promised to provide the consideration. In response to a complaint by a public interest
organization, the FCC issued letters of inquiry to several dozen television stations seeking to determine whether their broadcast of video news releases (VNRs) violated the sponsorship identification rules by failing to disclose the
source and sponsorship of the VNR materials. VNRs are news stories and feature materials produced by government agencies and commercial entities, among others, for use by broadcasters. Two of our television stations received and have responded to
the VNR letter of inquiry. We cannot predict the outcome of the FCCs investigation; however in 2007, the FCC issued a forfeiture notice to one cable company for alleged violations of the sponsorship identification rules based on the use of
VNRs.



Digital Television



As of June 12, 2009, all full-power broadcast
television stations were required to cease broadcasting analog programming and convert to all digital broadcasts. Digital broadcasting permits stations to offer digital channels for a wide variety of services such as high definition video
programming, multiple channels of standard definition video programming, audio, data, and other types of communications. Each station is required to provide at least one free over-the-air video program signal that is at least comparable in
resolution to the stations former analog programming transmissions.



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To the extent a station has excess digital capacity (i.e., digital capacity not
used to transmit a single free, over-the-air video program), it may elect to use that capacity in any manner consistent with FCC technical requirements, including for additional free program streams, data transmission, interactive or subscription
video services, or paging and information services. If a station uses its digital capacity to provide any such ancillary or supplementary services on a subscription or otherwise feeable basis, it must pay the FCC an annual
fee equal to 5% of the gross revenues realized from such services.



Relationship With Cable/Satellite



A number of provisions of the Communications Act and FCC rules govern aspects of the relationship between broadcast television and video programming distributors such as cable, satellite and
telecommunications companies. The rules generally provide certain protections for broadcast stations, for which video program distributors are an important means of distribution and a provider of competing program channels.



To ensure that every local television station can be received
in its local market without requiring a cable subscriber to switch between cable and off-air signals, the FCC allows every full-power television broadcast station to require that all local cable systems transmit that stations programming to
their subscribers within the stations market (the so-called must-carry rule). Alternatively, a station may elect to forego its must-carry rights and seek a negotiated agreement to establish the terms of its carriage by a local
cable systemreferred to as retransmission consent. A station electing retransmission consent assumes the risk that it will not be able to strike a deal with the video program distributor and will not be carried. A station has the
opportunity to elect must-carry or retransmission consent every three years. A station that fails to notify a cable system of its election is presumed to have elected must-carry.



Under the must-carry rule, cable operators are required to
carry must-carry signals in analog format or, if a cable system is all-digital, to provide equipment to convert must-carry digital signals for viewing on analog television sets. With some exceptions, cable systems are also required to carry
television stations high definition signals. Cable systems are not required to carry any programming streams other than a stations primary video programming channel. Consequently, the multicast programming streams provided by several of
our television stations are not entitled to mandatory carriage pursuant to the digital must-carry rules. However, because the FCCs action does not affect digital retransmission consent agreements, we are free to negotiate with cable operators
for the carriage of additional programming streams under mutually agreed terms and conditions. A similar must-carry and retransmission consent regime governs carriage of local broadcast channels by direct-to-home satellite television operators. A
satellite provider is not required to transmit the signal of any television station to its subscribers in that stations market. However, if a satellite provider chooses to provide one local station to its subscribers in a market, the provider
also must transmit locally every other station in that market that elects must-carry status. As with cable, stations may opt to pursue retransmission consent agreements. A local television station that fails to make any election is deemed to have
elected retransmission consent and is not guaranteed carriage. Satellite must-carry election periods occur every three years, consistent with cable must-carry periods. In December 2010, the FCC announced that it planned to launch a rulemaking to
review the retransmission consent process and specifically the question of what constitutes good faith negotiation by broadcasters and multichannel video programming distributors. The rulemaking has not yet been released, and we cannot predict what
impact, if any, the FCCs proceeding will have on our negotiations with video programming distributors.



Childrens Television Programming



Federal legislation and FCC rules limit the amount and content of commercial matter that may be shown on television stations during
programming designed for children 12 years and younger, and require stations to broadcast three hours per week of educational and informational programming (E/I programming) designed for children 16 years of age and younger. FCC rules
also require television stations to broadcast E/I programming on each additional digital multicast program stream transmitted, with the requirement increasing in proportion to the



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additional hours of free programming offered on multicast channels. These rules also limit the display during childrens programming of internet addresses of websites that contain or link to
commercial material or that use program characters to sell products.



Digital Radio



The FCC permits existing AM and FM radio broadcast stations to broadcast digitally in order both to improve sound quality and to provide spectrum for multicast channels and/or enhanced data services to
complement the existing programming service. The FCC has authorized AM and FM radio stations to broadcast digital signals using excess spectrum within the same allotted bandwidth used for analog transmissions. In January 2010, the FCC adopted
procedures that allow FM radio stations to significantly increase their digital power levels above those originally permitted in order to improve the digital service these stations provide.



Employees



As of December 26, 2010, we and our subsidiaries had approximately 1,800 full-time and 800 part-time employees compared to
approximately 1,900 full-time and 1,000 part-time employees at December 27, 2009. Currently, there are 11 bargaining units representing approximately 600 (or approximately 23%) of our total number of employees. We have entered into various
collective bargaining agreements with these bargaining units. Seven of these agreements will expire within the next two years and one agreement expired in 2010. These employees whose agreement has expired continue to work without a contract. In
2010, a bargaining unit dissolved due to a workforce reduction. The majority of employees covered by a collective bargaining agreement work at the daily newspaper.



|ITEM 1A. | RISK FACTORS
|-------- | ------------



You should carefully consider the following risk factors and warnings before making an investment decision. If any of the risks below
actually occur, our business, financial condition, results of operations or prospects could be materially adversely affected. In that case, the price of our securities could decline and you could lose all or part of your investment. You should also
refer to the other information set forth or incorporated by reference in this document.



Risks Relating to Our Diversified Media Business



Decreases in advertising spending, resulting from economic downturn, war, terrorism, advertiser consolidation or other factors, could adversely affect our financial condition and results of
operations.



Approximately 75% of our
revenue in 2010 was generated from the sale of local, regional and national advertising appearing in our newspapers and shoppers and for broadcast on our radio and television stations. Advertisers generally reduce their advertising spending during
economic downturns and some advertisers may go out of business or declare bankruptcy. The merger or consolidation of advertisers also generally leads to a reduced amount of collective advertising spending. A recession or economic downturn, as we
experienced in 2009 which somewhat moderated in 2010, as well as a consolidation of advertisers, has had, and in the future could continue to have, an adverse effect on our financial condition and results of operations. In addition, our advertising
revenue tends to decline in times of national or local crisis because our radio and television stations broadcast more news coverage and sell less advertising time. Terrorist attacks or other wars involving the United States or any other local or
national crisis could adversely affect our financial condition and results of operations.



Additionally, some of our printed publications and our radio and television stations generate a large percentage of their advertising revenue from a limited number of sources, including the automotive
industry, political and issue advertising and professional sports contracts. As a result, even in the absence of a recession or economic downturn, adverse changes specifically affecting these advertising sources could significantly reduce
advertising revenue and have a material adverse effect on our financial condition and results of operations.





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In addition, our advertising revenue and circulation revenue depend upon a variety of other
factors specific to the communities that we serve. Changes in those factors could negatively affect those revenues. These factors include, among others, the size and demographic characteristics of the local population, the concentration of retail
stores and local economic conditions in general. If the population demographics, prevailing retail environment or local economic conditions of a community served by us were to change adversely, revenue could decline and our financial condition and
results of operations could be adversely affected. This risk is especially evident with respect to the metropolitan Milwaukee market, which is served by our daily newspaper, theMilwaukee Journal Sentinel, one of our television stations, two
of our radio stations, a number of our community newspapers and shoppers and several websites, and, collectively, from which we derived approximately 55% of our revenue in 2010.



Our diversified media businesses operate in highly competitive markets,
and during a time of rapid competitive changes, we may lose market share and advertising revenue to competing newspapers, radio and television stations or other types of media competitors, as well as through consolidation of media competitors or
changes in advertisers media buying strategies.



Our diversified media businesses operate in highly competitive markets. Our newspapers, shoppers, radio stations, television stations and internet sites compete for audiences and advertising revenue with
other newspapers, shoppers, radio stations, television stations and internet sites as well as with other media such as magazines, cable television, satellite television, satellite radio, outdoor advertising, direct mail and the evolving on-line
advertising space. Some of our current and potential competitors have greater financial, marketing, programming and broadcasting resources than we do or, even if smaller in size or in terms of financial resources, the ability to create on-line niche
products and communities and may respond faster or more aggressively to changing competitive dynamics. This competition has intensified as a result of digital media technologies. While the amount of advertising on our internet sites has continued to
increase, we have experienced, and in the future may continue to experience, a decrease in advertising revenues if we are unable to attract advertising to our internet sites in volumes and prices sufficient to offset decreases in advertising in our
traditional media products, for which rates are generally higher than for internet advertising.



In newspapers and shoppers, our revenue primarily consists of advertising and paid circulation. Competition for advertising expenditures and paid circulation comes from local, regional and national
newspapers, shoppers, magazines, broadcast and cable television, radio, direct mail, Yellow Pages, the internet and other media. Competition for newspaper advertising revenue is based largely upon advertiser results, advertising rates, readership,
demographics and circulation levels, while competition for circulation revenue is based largely upon the content of the newspaper, its price, editorial quality and customer service. On occasion, our businesses compete with each other for regional
and local advertising, particularly in the Milwaukee market. Our local and regional competitors in community newspapers and shoppers are typically unique to each market, but we have many competitors for advertising revenue that are larger and have
greater financial and distribution resources than us. Circulation revenue and our ability to achieve price increases for our print products are affected by competition from other publications and other forms of media available in our various
markets, declining consumer spending on discretionary items like newspapers, decreasing amounts of free time, and declining frequency of regular newspaper buying among young people. We may incur increasing costs competing for advertising
expenditures and paid circulation. If we are not able to compete effectively for advertising expenditures and paid circulation, our revenue may decline and our financial condition and results of operations may be adversely affected.



Our radio and television broadcasting businesses compete for
audiences and advertising revenue primarily on the basis of programming content and advertising rates. Our ability to maintain market share and competitive advertising rates depends in part on audience acceptance of our network, local and syndicated
programming. Changes in market demographics, the entry of competitive stations to our markets, the introduction of competitive local news or other programming by cable, satellite or other news providers, or the adoption of



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competitive formats by existing radio stations could result in lower ratings and have a material adverse effect on our financial condition and results of operations. Changes in ratings technology
or methodology or metrics used by advertisers or other changes in advertisers media buying strategies also could have a material adverse effect on our financial condition and results of operations.



Further, our operations may be adversely affected by
consolidation in the broadcast industry, especially if competing stations in our markets are acquired by competitors who have a greater national scope, can offer a greater variety of national and syndicated programming for listeners and viewers or
offer enhanced opportunities for advertisers to reach broader markets. In 2003, the FCC completed a comprehensive review of its ownership rules and adopted revised rules. These rules were stayed in September 2003 and most of the revised rules were
remanded to the FCC for additional analysis and justification. In 2008, the FCC issued a Report and Order that modified the newspaper broadcast cross-ownership rule to permit cross-ownership of one newspaper and one television or radio station in
the top twenty markets under certain circumstances. The FCCs Order is currently on appeal. In 2010, the FCC launched a broad-based inquiry intended to define the scope of its statutorily mandated quadrennial review of the multiple ownership
rules. We cannot predict the outcome of any further administrative or judicial proceedings related to the rules.



Seasonal and cyclical changes in advertising volume affect our quarterly revenue and results of operations and may cause our stock price to be volatile.



Our quarterly revenue and results of operations are subject
to seasonal and cyclical fluctuations that we expect to continue to affect our results of operations in future periods. Our first quarter of the year tends to be our weakest quarter because advertising volume is typically at its lowest levels
following the holiday season. Our fourth quarter tends to be our strongest quarter primarily because of revenue from holiday season advertising. Our quarterly revenue also varies based on the dynamics of the television broadcast industry. In
particular, we experience fluctuations, primarily during our third and fourth quarters, during political voting periods as advertising significantly increases. Also, since NBC has exclusive rights to broadcast the Olympics through 2012, our NBC
affiliated stations experience increased viewership and revenue during Olympic broadcasts in the first or third quarters of the years in which the Olympics are held. Other factors that affect our quarterly revenue and results of operations may be
beyond our control, including changes in the pricing policies of our competitors, the hiring and retention of key personnel, wage and cost pressures, changes in newsprint prices, changes in the buying strategies of advertisers and general economic
factors. These quarterly fluctuations in revenue and results of operations may cause our stock price to be volatile.



We may not be able to acquire radio stations, television stations, newspapers or assets related to our internet-based growth strategy, successfully
manage acquired properties, or increase our profits from these operations.



Our diversified media business has in the past expanded through acquisitions of radio and television stations and community newspapers and shoppers in selected markets. We intend to pursue continued
growth through selected acquisitions, including acquisitions and investments related to our digital-based growth strategy, if we are able to identify strategic acquisition candidates, negotiate definitive agreements on acceptable terms and, as
necessary, secure additional financing.



Our
acquisition strategy includes certain risks. For example:



| |  |  | we may not be able to identify suitable acquisition candidates or, if identified, negotiate successfully their acquisition;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | we may not be able to secure additional financing necessary to complete acquisitions;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | we may encounter unforeseen expenses, difficulties, complications or delays in connection with the integration of acquired entities and the expansion
of operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may fail to achieve anticipated financial benefits from acquisitions;
| | - |  | ------------------------------------------------------------------------



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| |  |  | we may encounter regulatory changes or delays or other impediments in connection with proposed transactions;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | our acquisition strategy may divert managements attention from the day-to-day operation of our businesses;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | key personnel at acquired companies may leave employment; and
| | - |  | -------------------------------------------------------------



| |  |  | we may be required to focus resources on integration of operations rather than more profitable areas.
| | - |  | -----------------------------------------------------------------------------------------------------



In addition, we compete for certain acquisition targets with
companies having greater financial resources. We cannot assure you that we will be able to successfully make future acquisitions or what effects those acquisitions may have on our financial condition and results of operations.



We have in the past and may in the future cluster multiple
radio and television stations in markets that we believe have demographic characteristics and growth potential suitable to further our business objectives. Multiple stations in the same geographic market area could make our results of operations
more vulnerable to adverse local economic or demographic changes than they would otherwise be if our stations were located in geographically diverse areas.



We anticipate that we would finance potential acquisitions through cash provided by operating activities and/or borrowings, which would
reduce our cash available for other purposes. We cannot assure you, however, that we would be able to obtain needed financing in the event strategic acquisition opportunities are identified. We may also consider financing acquisitions by issuing
additional shares of class A common stock, which would dilute current shareholders ownership. Another potential source of financing for future acquisitions is to incur more debt, which would lead to increased leverage and debt service
requirements. Inherent in any future acquisitions is the risk of transitioning company cultures and facilities, which could have a material adverse effect on our financial condition and results of operations, particularly during the period
immediately following any acquisitions.



Decreases or slow
growth in circulation may adversely affect our revenues.



Advertising and circulation revenues are affected by the number of subscribers and single copy purchasers, readership levels and overall audience reach. Our daily newspaper, and the newspaper industry as
a whole, is experiencing difficulty maintaining and increasing print circulation and related revenues. This is due to, among other factors, increased competition from new media products and sources other than traditional newspapers (often free to
users), and shifting preferences among some consumers to receive all or a portion of their news other than from a newspaper.



A prolonged decrease in net paid circulation copies could have a material effect on our revenues, particularly if we are not able to
otherwise grow our readership levels and overall audience reach. To maintain our circulation base, we may incur additional costs, and we may not be able to recover these costs through circulation and advertising revenues.



Our publishing business may suffer if there is a significant increase
in the cost of newsprint or a reduction in the availability of newsprint.



The basic raw material for newspapers and shoppers is newsprint. Our newsprint consumption related to our publications totaled $16.1 million in 2010, which was 8.8% of our total publishing revenue. We
currently purchase our newsprint primarily from a single supplier, with our current pricing agreement ending in December 2011. Our inability to obtain an adequate supply of newsprint in the future or significant increases in newsprint costs could
have a material adverse effect on our financial condition and results of operations.





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If we are unable to respond to changes in technology and evolving industry trends, our publishing
operations may not be able to effectively compete.



The publishing industry is being challenged by the preferences of todays on demand culture, particularly among younger segments of the population. Some consumers prefer to receive all or
a portion of their news in new media formats and from sources other than traditional newspapers. Information delivery and programming alternatives such as the internet, various mobile devices, electronic readers, cable, direct satellite-to-home
services, pay-per-view and home video and entertainment systems have fractionalized newspaper readership. The shift in consumer behaviors has the potential to introduce new market competitors or change the means by which traditional newspaper
advertisers can most efficiently and effectively reach their target audiences. We may not have the resources to acquire new technologies or to introduce new products or services that could compete with these evolving technologies.



If we are unable to respond to changes in technology and evolving
industry standards, our radio stations may not be able to effectively compete.



The broadcast media industry is subject to evolving media technologies and evolving industry standards. Several new technologies are being developed and/or utilized that may compete with our radio
stations, including:



| |  |  | audio programming by cable television systems, direct broadcast satellite systems, personal communications and wireless systems, internet content
providers and other digital audio broadcast formats;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | satellite digital audio radio service, with enhanced sound quality comparable to that of compact discs and that provide numerous niche formats;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in-band on-channel digital radio, which could improve the quality of existing AM and FM stations, including stations owned by us;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | radio stations and internet radio services;
| | - |  | -------------------------------------------



| |  |  | expanded approval of low-power FM radio, which could result in additional FM radio broadcast outlets designed to serve small, localized areas; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | enhanced capabilities of cell phones, MP3 players, electronic readers and other mobile devices.
| | - |  | -----------------------------------------------------------------------------------------------



These new technologies have the potential to introduce new
market competitors or change the means by which radio advertisers can most efficiently and effectively reach their target audiences. We may not have the resources to acquire new technologies or to introduce new services that could compete with these
evolving technologies.



If we are unable to respond to
changes in technology and evolving industry standards, our television stations may not be able to effectively compete.



New technologies could also adversely affect our television stations. Programming alternatives such as cable, direct satellite-to-home
services, mobile media services, pay-per-view, on-demand programming, the internet and home video and entertainment systems have fractionalized television viewing audiences. Over the past decade, multichannel video programming distributors have
captured an increasing market share, while the aggregate viewership of the major television networks has declined. In addition, the expansion of cable television and other technological changes, including the entry by certain of the
telecommunications companies into the video services delivery market, has increased, and may continue to increase, competitive demand for programming. Such increased demand, together with rising production costs may, in the future, increase our
programming costs or impair our ability to acquire programming. The enhanced video and audio capabilities of cell phones, MP3 players, electronic readers and other mobile devices also has the potential to affect television viewership.



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In addition, video compression techniques now in use with direct broadcast satellites and,
increasingly, by cable and wireless cable, are expected to permit greater numbers of channels to be carried within existing bandwidth. These compression techniques, as well as other technological developments, which are applicable to all video
delivery systems and enable television broadcasters operating digital signals to offer multiple channels, have the potential to provide vastly expanded programming to highly targeted audiences. Reduction in the cost of creating additional channel
capacity could lower entry barriers for new channels and encourage the development of increasingly specialized niche programming. This ability to reach very narrowly defined audiences may alter the competitive dynamics for advertising expenditures.
We are unable to predict the effect that these technological changes will have on the television industry or the future results of our television broadcast business.



If the network programming we broadcast pursuant to network affiliation
agreements does not maintain satisfactory viewership levels or if the networks we are affiliated with terminate or do not renew our agreements, our advertising revenues, financial condition and results of operations may be adversely affected.



The television viewership levels, and
ultimately advertising revenue, for each of our stations are materially dependent upon network programming, which is provided pursuant to network affiliation agreements. We cannot assure you that network programming will achieve or maintain
satisfactory viewership levels. In particular, because four of our stations (including one of our low-power stations) are parties to affiliation agreements with ABC, three with NBC, two with FOX, two with CW, two with My Network and one with CBS,
failures of these networks to provide programming to attract viewers or generate satisfactory ratings may have an adverse effect on our financial condition and results of operations. In addition, we cannot assure you that we will be able to renew
our network affiliation agreements on as favorable terms or at all. The retransmission agreements which we negotiated with cable, satellite and telecommunications providers for the rights to carry our signals and local programming in their pay
television services to consumers are for multiple years with set rate increases. Certain national networks have, and others may try to obtain from us increasing amounts of the retransmission revenue we receive from cable, satellite and
telecommunications providers. The termination or non-renewal, or renewal on less favorable terms, of the affiliation agreements could have an adverse effect on us.



Changes in the relationship of television networks with their
affiliates and other content providers and distribution channels also could affect our results of operation. For example, networks and other content providers recently have begun to sell programming content through new distribution channels and
offer viewers the ability to watch programs on-demand, rather than on an established live television broadcast schedule.



The costs of television programming may increase, which could adversely affect our results of operations.



Television programming is a significant operating cost
component in our broadcasting operations. We cannot assure you that we will not be exposed in the future to increased programming costs. Should such an increase occur, it could have an adverse effect on our results of operations. Television networks
have been seeking arrangements from their affiliates to share the networks programming costs. We cannot predict the nature or scope of any such potential compensation arrangements or the effect, if any, on our operations. In addition,
acquisitions of program rights for syndicated programming are usually made two or three years in advance and may require multi-year commitments, making it difficult to predict accurately how a program will perform. In some instances, programs must
be replaced before their costs have been fully amortized, resulting in write-offs that increase station operating costs and decrease station earnings.



If our key on-air talent does not remain with us or loses popularity, our advertising revenue and results of operations may be adversely affected.



We employ or independently contract with
a number of on-air personalities and hosts of television and radio programs whose ratings success depends in part on audience loyalty in their respective markets. Although we have entered into long-term agreements with some of our key on-air talent
and program hosts to protect our



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interests in those relationships, we cannot assure you that all or any of these key employees will remain with us over the long term. Furthermore, the popularity and audience loyalty to our key
on-air talent and program hosts is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty could reduce ratings and may effect our ability to generate advertising revenue.



In addition, our key local management employees are extremely
important to our business since we believe that our growth and future success depends on retaining local management with knowledge of the community, its audience and its advertisers. Our inability to attract or retain these skilled personnel could
have a material adverse impact on our financial condition and results of operations.



Changes in the professional sports industry or changes in our contractual relationships with local professional sports teams could result in decreased ratings for our Milwaukee radio station and
adversely affect our results of operations and financial condition.



Our Milwaukee radio station, WTMJ-AM, currently maintains exclusive radio broadcast rights for the Green Bay Packers, Milwaukee Brewers and Milwaukee Bucks, and arranges a statewide radio network for the
broadcast of their games. Our revenue could be adversely affected by changes in the professional sports industry, such as a relocation of one of the local professional sports teams from the Wisconsin market or the potential loss of exclusivity due
to league or team initiatives such as pay-per-listen, satellite radio or internet broadcast of games. In addition, we could lose our exclusive broadcast rights during periodic competitive bidding, or suffer damage to the marketplace value of sports
advertising due to factors such as a players strike, negative publicity or downturn in on-field performance of a team.



If cable systems and other video distribution systems do not carry our new digital channels or we do not enter into acceptable agreements with such
systems, our revenue and results of operations may be adversely affected.



Since our television stations are highly dependent on carriage by cable systems in many of the areas they service, any modifications to rules regarding the obligations of cable systems or satellite
providers to carry digital television signals of local broadcast stations could result in some of our television stations or channels not being carried on cable systems or direct to home satellite systems, which could adversely affect our revenue
and results of operations. We have elected retransmission consent rather than must-carry with cable systems and satellite providers for the majority of our television stations. If we are unable to negotiate retransmission consent agreements in a
timely manner or on favorable economic terms, some of our stations may not be carried on certain cable or direct to home satellite systems for a period of time and our revenue and results of operations could be adversely affected. We may also be
unable to negotiate or renegotiate acceptable agreements with other types of video distribution systems, which could also cause our revenue and results of operations to be adversely affected.



If we cannot renew our FCC broadcast licenses, our business will be impaired.



Our business depends upon maintaining our broadcast
licenses, which are issued by the FCC for a term of eight years and are renewable. Pursuant to FCC rules, our broadcast license for station WTMJ-TV that expired in 2005 remains in effect pending processing by the FCC of its timely filed renewal
application. Interested parties may challenge a renewal application. The FCC has the authority to revoke licenses, not renew them, or renew them with conditions, including renewals for less than a full term. We cannot assure you that our future
renewal applications will be approved, or that the renewals, even if granted, will not include conditions or qualifications that could adversely affect our operations. If we fail to renew any of our licenses, or renew them with substantial
conditions or modifications (including renewing one or more of our licenses for a term of fewer than eight years), it could prevent us from operating the affected station and generating revenue from it.



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Changes relating to consumer information collection and use could adversely affect our ability to
collect and use data, which could harm our business.



Public concern over methods of information gathering and the use of that information has led to the enactment of legislation in most jurisdictions that restricts the collection and use of consumer
information. Our publishing business relies in part on telemarketing sales, which are affected by do not call legislation at both the federal and state levels. We also engage in e-mail marketing and the collection and use of consumer
information in connection with our publishing and broadcasting businesses and our growing digital efforts. Further legislation, government regulations, industry regulations, the issuance of judicial interpretations or a change in customs relating to
the collection, management, aggregation and use of consumer information could materially increase the cost of collecting that data, or limit our ability to provide information to our customers or otherwise utilize telemarketing, e-mail or other
electronic marketing, and could adversely effect our results of operations.



The FCC may impose sanctions or penalties for violations of rules or regulations.



If we or any of our officers, directors or significant shareholders materially violate the FCCs rules and regulations or are
convicted of a felony or are found to have engaged in unlawful anticompetitive conduct or fraud upon another government agency, the FCC may, in response to a petition by a third party or on its own initiative, in its discretion, commence a
proceeding to impose sanctions upon us that could involve the imposition of monetary penalties, the denial of a license renewal application, revocation of a broadcast license or other sanctions. If the FCC were to issue an order denying a license
renewal application or revoking a license, we would be required to cease operating the broadcast station only after we had exhausted all administrative and judicial review without success. In addition, the FCC has recently emphasized more vigorous
enforcement of indecency standards and the prohibition on payola, which could result in increased costs associated with the adoption and implementation of stricter compliance procedures at our broadcast facilities or FCC fines.



We could experience delays in expanding our business due to
antitrust laws.



The Federal Trade
Commission, the United States Department of Justice and the FCC carefully review our proposed business acquisitions and dispositions under their respective regulatory authority, focusing on the effects on competition, the number and types of
stations owned in a market and the effects on concentration of market revenue share. The Department of Justice has challenged proposed acquisitions of radio stations, particularly in instances where an existing licensee seeks to acquire additional
radio stations in the same market. Some of these challenges ultimately resulted in consent decrees requiring, among other things, divestitures of certain stations. In general, the Department of Justice has more closely scrutinized radio station
acquisitions that result in local market shares in excess of 40% of radio advertising revenue. Any delay, prohibition or modification required by regulatory authorities could adversely affect the terms of a proposed transaction or could require us
to modify or abandon an otherwise attractive acquisition opportunity. The filing of petitions or complaints against us or any FCC licensee from which we acquire a station could result in the FCC delaying the grant of, refusing to grant or imposing
conditions on its consent to the assignment or transfer of control of licenses.



Regulatory changes may result in increased competition in our radio and television broadcasting business.



The radio and television broadcasting industry is subject to
extensive and changing federal regulation. Among other things, the Communications Act of 1934, as amended, and FCC rules and policies require FCC approval for transfers of control and assignments of licenses, and limit the number and types of
broadcast properties in a market in which any person or entity may have an attributable interest. Media ownership restrictions include a variety of limits on local ownership, such as a limit of one television station in medium and smaller markets
and two stations in larger markets as long as one station is not a top-four rated station (known as the duopoly rule), a prohibition on ownership of a daily English-language newspaper and a television or radio station in the same market, and limits
both on the ownership of radio stations, and on common ownership of



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radio stations and television stations, in the same local market. In response to a court order and to satisfy its statutory obligation to conduct a quadrennial review of its media ownership
rules, the FCC undertook further review of changes to its ownership rules adopted in 2003 (the effectiveness of which had been stayed pending judicial review). In December 2007, the FCC adopted an order relaxing the newspaper-broadcast
cross-ownership rule. Requests for reconsideration and judicial review of the FCCs decision to relax the newspaper-broadcast cross-ownership rule in the top twenty markets have been filed and are pending. We are unable to predict the outcome
of this further review.



In addition, the 2004
Consolidated Appropriations Act prohibits any person or entity from having an attributable interest in broadcast television stations with an aggregate audience reach exceeding 39% of television households nationally. The increase in the national
television viewership cap gave the largest television operators the ability to continue to hold or to acquire additional stations, which may give them a competitive advantage over us, since they have much greater financial and other resources than
we have. In addition, the networks ability to acquire additional stations could give them leverage over their affiliates on issues such as compensation and program clearance, in part because of the risk that a network facing an
uncooperative affiliate could acquire a station in the market and terminate its agreement with that affiliate.



Congress, the FCC or other federal agencies may in the future consider and adopt new laws, regulations and policies regarding a wide
variety of matters that could, directly or indirectly, affect the operation, ownership and profitability of our television and radio stations and result in the loss of audience share and advertising revenue for our stations. Examples of such changes
include:



| |  |  | proposals to increase regulatory fees or to impose spectrum use or other fees on FCC licenses;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | proposals to limit the tax deductibility of advertising expenses by advertisers;
| | - |  | --------------------------------------------------------------------------------



| |  |  | proposals to impose sales tax on advertising expense;
| | - |  | -----------------------------------------------------



| |  |  | proposals to revise the rules relating to political broadcasting;
| | - |  | -----------------------------------------------------------------



| |  |  | proposals to require broadcast stations to operate studios in the communities to which they are licensed, requiring construction of new studios, and to
provide staffing on a 24 hour per day basis; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | proposals to require radio broadcasters to pay royalties to musicians and record labels for the performance of music played on the stations.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



The FCCs National Broadband Plan
may result in a loss of spectrum for our stations and potentially adversely impact our ability to compete.



In March 2010, the FCC delivered its national Broadband Plan (the Plan) to Congress. The Plan reviews the nations broadband
infrastructure and recommends a number of initiatives designed to spur broadband deployment and use. In an effort to make available more spectrum for wireless broadband services, the Plan proposes to recapture and reallocate certain spectrum
including 120 megahertz of broadcast spectrum, by incentivizing current private-sector spectrum holders to return some of their spectrum to the government by 2015 through such initiatives as voluntary spectrum auctions (with current licensees
permitted to share in the auction proceeds) and repacking of channel assignments to increase efficient spectrum usage. If voluntary measures fail to provide the amount of spectrum the FCC considers necessary for wireless broadband
deployment, the Plan proposes various mandates to reclaim spectrum, such as forced channel sharing. In November 2010, the FCC issued rulemakings containing proposals that would enable wireless providers to have equal access to broadcast spectrum
that could be made available through spectrum auctions as well as proposals to enable TV stations to voluntary combine operations on a single TV channel. Proposals to permit voluntary spectrum auctions would require Congressional action. At this
time we cannot predict the timing or outcome of implementation of the Plan or its effect on our television stations.



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The performance of our NBC affiliates may suffer due to the joint venture between Comcast Corporation
and NBC Universal.



In January 2011, the
FCC approved a joint venture between Comcast and NBC Universal (NBCU) parent, General Electric Company, and the transaction was consummated. The joint venture, which combines the programming assets owned by each company, could impact our
NBC-affiliated television stations. We currently have a network affiliation agreement with NBC Universal for three of our television stations and a retransmission consent agreement with Comcast for distribution of several of our television stations.
The merger of the Comcast and NBCU programming assets could reduce our ability to negotiate favorable terms under future network affiliation and cable carriage agreements. In addition, the merged entity could provide popular NBC sports and
entertainment programming on additional outlets including co-owned cable channels and the internet. The NBCU Comcast joint venture may affect the economic incentives that currently form the basis of the network/affiliate relationship, and, over
time, may result in the evolution of the network/affiliate relationship so that local affiliates become less important to the network. Although the FCC Order approving the joint venture included certain conditions, many of which were contained in
private agreements between Comcast and the major-network affiliate associations, to mitigate these concerns, these developments could ultimately affect the profitability of our NBC affiliated stations.



The failure or destruction of satellites and transmitter facilities
that we depend upon to distribute our programming could materially adversely affect our business and results of operation.



We use studios, satellite systems, transmitter facilities and the internet to originate and/or distribute our station programs and network
programs and commercials to affiliates. We rely on third-party contracts and services to operate our origination and distribution facilities. These third-party contracts and services include, but are not limited to, electrical power, satellite
transponders, uplinks and downlinks and telecommunication circuits. Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities.
A disruption can be caused as a result of any number of events such as local disasters (accidental or environmental), various acts of terrorism, power outages, major telecommunication connectivity failures or satellite failures. Our ability to
distribute programming to station audience and/or network affiliates may be disrupted for an undetermined period of time until alternate facilities are engaged and put on-line. Furthermore, until third-party services resume, the inability to
originate or distribute programming could have a material adverse affect on our financial condition and results of operations.



Other Business Risks



Our business has been and may be in the future negatively affected by an impairment charge of goodwill, broadcast licenses or other intangible
assets.



In 2008, due to deteriorating
macro-economic factors, a prolonged adverse change in the business climate, deteriorating market conditions and financial results and a further decline in our stock price, we recorded a pre-tax, non-cash impairment charge for goodwill of $245.9
million and a pre-tax, non-cash impairment charge for broadcast licenses of $129.2 million. In 2009, we determined there were significant adverse changes in projected revenues in the markets where we own television and radio stations and we recorded
a pre-tax, non-cash impairment charge for broadcast licenses of $20.1 million. There was no impairment of our broadcast licenses in 2010 and there was no impairment of our goodwill in 2009 or 2010. As of December 26, 2010, we had a total of
$114.5 million of goodwill, broadcast licenses and other intangible assets on our balance sheet, representing 26.5% of our total assets. The 2008 and 2009 impairment charges had, and any future non-cash impairment charge of goodwill, broadcast
licenses or other intangible assets would have, an adverse effect on our financial condition and results of operations.



We may not be able to utilize deferred tax assets to offset future federal and state taxable income.



As of December 26, 2010, we had a total of $58.9
million of deferred tax assets on our balance sheet. We expect to utilize the deferred tax assets to reduce our consolidated federal and state income tax liabilities over a



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period of time not to exceed 20 years. However, we may not be able to fully utilize the deferred tax assets if our future federal and state taxable income and related income tax liability is
insufficient to permit their use. In addition, in the future, we may be required to record a valuation allowance against the deferred tax assets if we believe we are unable to utilize them, which would have an adverse effect on our financial
condition and results of operations.



The current economic
environment and volatility in US credit markets could affect our financing arrangements.



Given the current economic environment, one or more of the lenders in our secured credit facility syndicate could fail or be unable to fund future draws thereunder or take other positions adverse to us.
In such an event, our liquidity could be severely constrained with an adverse impact on our ability to operate our businesses. In addition, our ability to meet our credit agreements financial covenants may also be affected by events beyond our
control, including a further deterioration of current economic and industry conditions, which could negatively affect our earnings. If it is determined we are not in compliance with these financial covenants, the lenders in our credit facility
syndicate will be entitled to take certain actions, including acceleration of all amounts due under the facility. If the lenders take such action, we may be forced to amend the terms of the credit agreement, obtain a waiver or find alternative
sources of capital. Obtaining new financing arrangements or amending our existing one may result in significantly higher fees and ongoing interest costs as compared to those in our current arrangement. If we are unable to obtain alternative sources
of capital, it may be necessary to significantly restructure our business operations or sell assets, or, in the event of a prolonged and extensive economic decline, seek bankruptcy protection.



Sustained increases in costs of providing pension benefits may adversely affect our operations, financial condition and
liquidity.



We have a funded, qualified
defined benefit pension plan that covers certain employees and an unfunded, non-qualified pension plan for certain employees whose benefits under the qualified pension plan may be restricted due to limitations imposed by the Internal Revenue
Service. Two significant elements in determining pension income or pension expense are the discount rate used in projecting benefit obligations and the expected return on plan assets. A lower discount rate driven by lower interest rates would
increase our pension expense by increasing the calculated value of our liabilities. If our expected return on plan assets is not achieved, as was the case in 2008 because of significant declines in the equity markets, our pension expense and cash
contributions to the pension plans would increase. In 2008, as a result of significant equity decline, our qualified pension plan moved from a fully funded to underfunded status. In 2010, the pension plan is still underfunded. If the equity markets
do not sufficiently recover or the discount rate does not increase or existing legislative relief is not enough, we will be obligated to make substantial contributions in future years to fund the deficiency. Effective January 1, 2011, the
benefit accruals under the qualified defined benefit pension plan and the unfunded, non-qualified pension plan were permanently frozen. A significant increase in our obligation to make contributions to our pension plans would reduce the cash
available for working capital, debt reduction and other corporate uses, and may have an adverse effect on our operations, financial condition and liquidity.



Due to our participation in a multiemployer pension plan, we have exposures under that plan that may extend beyond what our obligations would be
with respect to our employees.



Until our
withdrawal in December 2010, we participated in and made periodic contributions to a multiemployer pension plan that covered certain of our union employees. We incurred a pension withdrawal liability in 2010 in connection with the dissolution of
that union and the subsequent withdrawal from the multiemployer pension plan. If there is a mass withdrawal from the multiemployer pension plan in 2011 or 2012, we may be subject to additional withdrawal liabilities under applicable law with respect
to that plan.



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We depend on key personnel, and we may not be able to operate and grow our business effectively if we
lose the services of any of our senior executive officers or are unable to attract qualified personnel in the future.



We are dependent upon the efforts of our senior executive officers. The success of our business is heavily dependent on our ability to
retain our current management and to attract and retain qualified personnel in the future. Competition for senior management personnel is intense, and we may not be able to retain our personnel. We have not entered into employment agreements with
our key personnel, other than with our Chairman and Chief Executive Officer, and these individuals may not continue in their present capacity with us for any particular period of time. We have, however, entered into change in control agreements with
certain of our senior executives which provide, within two years after a change in control, severance payments and benefits to the executive if his or her employment is terminated without cause or the executive resigns for good reason. We do not
have key man insurance for any of our executive officers or key personnel. The loss of any senior executive officer could require the remaining executive officers to divert immediate and substantial attention to seeking a replacement. Our inability
to find a replacement for any departing executive officer on a timely basis could adversely affect our ability to operate and grow our business.



Our business may be negatively affected by work stoppages, slowdowns or strikes by our employees.



As of December 26, 2010, we and our subsidiaries had
approximately 1,800 full-time and 800 part-time employees compared to approximately 1,900 full-time and 1,000 part-time employees at December 27, 2009. Currently, there are 11 bargaining units representing approximately 600 (or approximately
23%) of our total number of employees. We have entered into various collective bargaining agreements with these bargaining units. Seven of these agreements will expire within the next two years and one agreement expired in 2010. These employees
whose agreement has expired continue to work without a contract. In 2010, a bargaining unit dissolved due to a workforce reduction. The majority of employees covered by a collective bargaining agreement work at the daily newspaper.



We cannot assure you the results of negotiations of future
collective bargaining agreements or of negotiations related to reopening of collective bargaining agreements in order to reduce our labor costs or achieve other objectives will be negotiated without interruptions in our businesses. We cannot assure
you that strikes will not occur in the future in connection with labor negotiations or otherwise. Any prolonged strike or work stoppage could have a material adverse effect on our financial condition and results of operations. We also cannot assure
you the impact of future collective bargaining agreements will not have an adverse effect on our financial condition and results of operations.



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|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------



None.



|ITEM 2. | PROPERTIES
|------- | ----------



Our corporate headquarters are located in Milwaukee, Wisconsin. We believe all of our properties are well maintained, are in good
conditions, and suitable for present operations. There are no material encumbrances on any of our owned properties. Our equipment is secured by liens pursuant to our secured credit facility. The following are the principal properties operated by us
and our subsidiaries and the approximate square footage as of December 26, 2010.



|                                                                                                                                                                                                       |  |       |         |  |        |  |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----- | ------- |  | ------ |  | ------ | 
|                                                                                                                                                                                                       |  | Owned |         |  | Leased | 
|Publishing                                                                                                                                                                                             |  |       |         |  |        |  |        | 
|Printing plants, newsrooms, offices and distribution centers located in:                                                                                                                               |  |       |         |  |        |  |        | 
|Milwaukee, WI(1)                                                                                                                                                                                       |  |       | 500,000 |  |        |  | 5,000  | 
|West Milwaukee, WI(2)                                                                                                                                                                                  |  |       | 479,000 |  |        |  |       | 
|Cedarburg, WI                                                                                                                                                                                          |  |       | 17,000  |  |        |  |       | 
|Waukesha, WI                                                                                                                                                                                           |  |       | 34,000  |  |        |  |       | 
|Wauwatosa, WI(9)                                                                                                                                                                                       |  |       | 18,000  |  |        |  |       | 
|Sturtevant, WI(10)                                                                                                                                                                                     |  |       |        |  |        |  | 10,000 | 
|Madison, WI                                                                                                                                                                                            |  |       |        |  |        |  | 4,000  | 
|Menomonee Falls, WI                                                                                                                                                                                    |  |       | 12,000  |  |        |  |       | 
|Waupaca, WI(6)                                                                                                                                                                                         |  |       | 93,000  |  |        |  |       | 
|Hartland, WI                                                                                                                                                                                           |  |       | 13,000  |  |        |  | 4,000  | 
|Elkhorn, WI                                                                                                                                                                                            |  |       |        |  |        |  | 5,000  | 
|West Bend, WI                                                                                                                                                                                          |  |       | 7,000   |  |        |  |       | 
|Hartford, WI                                                                                                                                                                                           |  |       | 7,000   |  |        |  |       | 
|New London, WI                                                                                                                                                                                         |  |       | 6,000   |  |        |  |       | 
|Rhinelander, WI                                                                                                                                                                                        |  |       | 7,000   |  |        |  |       | 
|Clintonville, WI                                                                                                                                                                                       |  |       | 6,000   |  |        |  |       | 
|Antigo, Beaver Dam, Fond du Lac, Jefferson, Johnson Creek, Marshfield, Merrill, Mukwonago, Muskego, Oshkosh, Port
Washington, Sheboygan, Stevens Point, Wausau, Wisconsin Rapids and Wittenberg, WI(8) |  |       | 9,000   |  |        |  | 40,000 | 
|Orange Park, Sarasota and Ponte Vedra, FL                                                                                                                                                              |  |       |        |  |        |  | 7,000  | 
|Washington, D.C.                                                                                                                                                                                       |  |       |        |  |        |  | 1,000  | 
|                                                                                                                                                                                                       |  |      
|Broadcasting                                                                                                                                                                                           |  |       |         |  |        |  |        | 
|Offices, studios and transmitter and tower sites located in:                                                                                                                                           |  |       |         |  |        |  |        | 
|Milwaukee, WI(3)                                                                                                                                                                                       |  |       | 109,000 |  |        |  |       | 
|Green Bay, WI                                                                                                                                                                                          |  |       | 22,000  |  |        |  | 2,000  | 
|Las Vegas, NV                                                                                                                                                                                          |  |       | 33,000  |  |        |  |       | 
|Lansing, MI                                                                                                                                                                                            |  |       | 2,000   |  |        |  | 11,000 | 
|Palm Springs, CA                                                                                                                                                                                       |  |       | 19,000  |  |        |  | 1,000  | 
|Omaha, NE                                                                                                                                                                                              |  |       | 62,000  |  |        |  |       | 
|Tucson, AZ                                                                                                                                                                                             |  |       | 29,000  |  |        |  | 2,000  | 
|Knoxville, TN(4)                                                                                                                                                                                       |  |       | 26,000  |  |        |  |       | 
|Boise, ID                                                                                                                                                                                              |  |       | 28,000  |  |        |  | 1,000  | 
|Wichita, KS(5)                                                                                                                                                                                         |  |       | 23,000  |  |        |  | 6,000  | 
|Springfield, MO                                                                                                                                                                                        |  |       | 2,000   |  |        |  | 9,000  | 
|Tulsa, OK                                                                                                                                                                                              |  |       | 22,000  |  |        |  | 1,000  | 
|Fort Myers, FL                                                                                                                                                                                         |  |       | 21,000  |  |        |  | 1,000  | 
|Mount Bigelow, AZ                                                                                                                                                                                      |  |       | 2,000   |  |        |  |       | 
|                                                                                                                                                                                                       |  |      
|Discontinued operations                                                                                                                                                                                |  |       |         |  |        |  |        | 
|Printing plant located in:                                                                                                                                                                             |  |       |         |  |        |  |        | 
|Green Bay, WI(7)                                                                                                                                                                                       |  |       | 40,000  |  |        |  |       | 



|(1) | Includes our corporate headquarters and Journal Sentinel, Inc.s business and editorial offices.
|--- | ------------------------------------------------------------------------------------------------



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|(2) | Production facility housing printing, packaging, inserting, recycling, distribution, and transportation operations of the Milwaukee Journal Sentinel.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Includes our business operations headquarters.
|--- | -----------------------------------------------



|(4) | Includes 5,000 square feet leased to third party pursuant to lease expiring in September 2012 and 9,000 square feet not in use.
|--- | -------------------------------------------------------------------------------------------------------------------------------



|(5) | Includes 2,000 square feet leased to third party pursuant to lease expiring in October 2012 and 3,000 square feet not in use.
|--- | -----------------------------------------------------------------------------------------------------------------------------



|(6) | Includes 20,000 square feet not in use.
|--- | ---------------------------------------



|(7) | Property was sold to Multi-Color Corporation on January 31, 2011, in connection with the 2005 sale of the assets of NorthStar Print Group, Inc., upon environmental
site closure.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Leases covering 8,000 square feet expired on December 31, 2010 and were not renewed.
|--- | ------------------------------------------------------------------------------------



|(9) | Includes 18,000 square feet not in use.
|--- | ---------------------------------------



|(10) | 10,000 square feet leased to third party pursuant to lease expiring in August 2013.
|---- | -----------------------------------------------------------------------------------



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------



We are subject to various legal actions, administrative proceedings and claims arising out of the ordinary course of business. We do not
believe that any such unresolved legal actions and claims will materially adversely affect our consolidated results of operations, financial condition or cash flows.



Executive Officers of Registrant



The following table sets forth the names, ages and positions
of our executive officers as of February 25, 2011.



|                   |  |                                                                                |  |     |    | 
|------------------ |  | ------------------------------------------------------------------------------ |  | --- | -- | 
|Name               |  | Title                                                                          |  | Age |   
|Steven J. Smith    |  | Chairman of the Board, Chief Executive Officer and Director                    |  |     | 60 | 
|Elizabeth Brenner  |  | Executive Vice President                                                       |  |     | 56 | 
|Andre J. Fernandez |  | Executive Vice President, Finance & Strategy and Chief Financial Officer       |  |     | 42 | 
|Mary Hill Leahy    |  | Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |  |     | 56 | 
|Anne M. Bauer      |  | Vice President and Controller                                                  |  |     | 46 | 
|Royce A. Miles     |  | Vice President                                                                 |  |     | 43 | 
|William M. Kaiser  |  | Vice President                                                                 |  |     | 60 | 
|James P. Prather   |  | Vice President                                                                 |  |     | 53 | 
|Karen O. Trickle   |  | Vice President and Treasurer                                                   |  |     | 54 | 
|Steven H. Wexler   |  | Vice President                                                                 |  |     | 50 | 



Steven J. Smith is Chairman of the Board and Chief Executive Officer. Mr. Smith was elected Chief Executive Officer in March 1998 and
Chairman in December 1998. Mr. Smith was President from 1992 to 1998 and he added the title Chief Operating Office in 1996. Mr. Smith has been a director since May 2003. Mr. Smith was a director of our predecessor company since 1987.



Elizabeth Brenner is Executive Vice President.
Ms. Brenner was elected Vice President in December 2004. In addition, Ms. Brenner is Chief Operating Officer of our publishing businesses and has been President of Journal Sentinel, Inc. and Publisher of the Milwaukee Journal Sentinelsince January 2005. Ms. Brenner was Publisher of The News Tribune, a Tacoma, Washington publication of the McClatchy Company, from 1998 to December 2004.



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Andre J. Fernandez is Executive Vice President, Finance & Strategy and Chief
Financial Officer. Mr. Fernandez was elected Executive Vice President in October 2008 and Chief Financial Officer in November 2008. Prior thereto, Mr. Fernandez held various financial leadership positions with the General Electric Company
(GE) since 1997, and most recently served as Senior Vice President, Chief Financial Officer and Treasurer for Telemundo Communications Group, Inc., a U.S. Spanish-language television network and a wholly-owned division of NBC Universal.



Mary Hill Leahy is Senior Vice President, General Counsel,
Secretary and Chief Compliance Officer. Ms. Leahy was elected Senior Vice President and General Counsel in May 2003, Secretary in January 2008 and Chief Compliance Officer in April 2005. Prior thereto, she served as Vice President and General
Counsel-Business Services since July 2001. Ms. Leahy was General Counsel Americas, GE Medical Systems, a developer and manufacturer of medical diagnostic equipment, from January 1999 to July 2001.



Anne M. Bauer is Vice President and Controller.
Ms. Bauer was elected Vice President and Controller in June 2000. She was Controller from January 1999 to June 2000 and Assistant Controller from January 1995 to January 1999.



Royce A. Miles is Vice President. Mr. Miles was elected
Vice President in April 2010. In addition, Mr. Miles has been Executive Vice President and General Manager of our publishing businesses since September 2010. Prior thereto, Mr. Miles held various other positions within Journal Sentinel,
Inc. since October 1998.



William M. Kaiser is
Vice President. Mr. Kaiser was elected Vice President in April 2010. In addition, Mr. Kaiser has been Senior Vice President of Journal Sentinel, Inc. and Editor of the Milwaukee Journal Sentinel since 1997. Prior thereto, he was
Managing Editor of the Milwaukee Journal Sentinel and Milwaukee Journal.



James P. Prather is a Vice President. Mr. Prather was elected Vice President in March 1999. In addition, Mr. Prather has been Executive Vice President, Television and Radio Operations of Journal
Broadcast Group since April 2005 and President of News and Vice President and General Manager of KTNV-TV since August 2003. He was Senior Vice President and President of News, Journal Broadcast Group from August 2003 to April 2005. Mr. Prather
was President-Television, Journal Broadcast Group from December 1998 to August 2003 and General Manager of WTMJ-TV from 1995 to August 2003.



Karen O. Trickle is Vice President and Treasurer. Ms. Trickle was elected Treasurer in December 1996 and Vice President in March
1999.



Steven H. Wexler is a Vice President.
Mr. Wexler was elected Vice President in May 2007. In addition, Mr. Wexler has been Executive Vice President of Journal Broadcast Group since January 2007. From 2005 to 2006, Mr. Wexler was Senior Vice President of Journal Broadcast
Group and he held various other positions within Journal Broadcast Group from 1993 to 2004.



There are no family relationships between any of the executive officers. All of the officers are elected annually at the first meeting of the board of directors held after each Annual Meeting of
Shareholders and hold office until their successors are elected and qualified. There is no arrangement or understanding between any executive officer and any other person pursuant to which he or she was elected as an officer.



|ITEM 4. | RESERVED
|------- | --------



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PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------



We are authorized to issue 170 million shares of class
A common stock; 120 million shares of class B common stock; 10 million shares of class C common stock; and 10 million shares of preferred stock.



Class C shares are held by Matex Inc., members of the family of our former chairman Harry J. Grant, trusts for the benefit of members of
the family (which we collectively refer to as the Grant family shareholders) and Proteus Fund, Inc., a non-profit organization. The class C shares are entitled to two votes per share. These shares are convertible into either
(i) 1.363970 shares of class A common stock or (ii) a combination of 0.248243 shares of class A common stock and 1.115727 shares of class B common stock at any time at the option of the holder. There is no public trading market for the
class C shares.



Class B shares are primarily held
by our current and former employees, our non-employee directors and Grant family shareholders. These shares are entitled to ten votes per share. Each class B share is convertible into one class A share at any time, but first must be offered for sale
to other eligible purchasers through the offer procedures set forth in our amended and restated articles of incorporation. As of February 25, 2011, there were 8,676,705 class B shares held by our subsidiary, The Journal Company. There is no
public trading market for the class B shares, although shares can be offered for sale to eligible purchasers under our amended and restated articles of incorporation.



Class A shares are listed for trading on the New York
Stock Exchange under the symbol JRN. Class A shareholders are entitled to one vote per share.



As of February 25, 2011, there were 1,668 holders of class B common stock, 120 record holders of Class A common stock and 13
record holders of class C common stock. We have no outstanding shares of preferred stock.



The following table provides information about our repurchases of our class B common stock for the year ended December 26, 2010:



Issuer Purchases of Equity Securities



|                                      |  |                                 |        |  |                             |   |      |                                                                              |  |  |                                                                            |  |  |  |   | 
|------------------------------------- |  | ------------------------------- | ------ |  | --------------------------- | - | ---- | ---------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------------- |  |  |  | - | 
|                                      |  | (a)                             |        |  | (b)                         |   |      | (c)                                                                          |  |  | (d)                                                                        | 
|Period                                |  | Total Number ofShares Purchased |        |  | Average PricePaid Per Share |   |      | Total Number ofShares Purchased asPart of PubliclyAnnounced
PlansOr Programs |  |  | Maximum NumberOf Shares that MayYet Be PurchasedUnder the Plansor
Programs | 
|December 27, 2009 to January 24, 2010 |  |                                 |       |  |                             | $ |     |                                                                              |  |  |                                                                           |  |  |  |  | 
|January 25 to February 21, 2010(1)(2) |  |                                 | 23,762 |  |                             |   | 3.55 |                                                                              |  |  |                                                                           |  |  |  |  | 
|February 22 to March 28, 2010         |  |                                 | 46,873 |  |                             |   | 3.92 |                                                                              |  |  |                                                                           |  |  |  |  | 
|March 29 to April 25, 2010            |  |                                 |       |  |                             |   |     |                                                                              |  |  |                                                                           |  |  |  |  | 
|April 26 to May 23, 2010              |  |                                 |       |  |                             |   |     |                                                                              |  |  |                                                                           |  |  |  |  | 
|May 24 to June 27, 2010               |  |                                 |       |  |                             |   |     |                                                                              |  |  |                                                                           |  |  |  |  | 
|June 28 to July 25, 2010(2)           |  |                                 | 5,044  |  |                             |   | 4.88 |                                                                              |  |  |                                                                           |  |  |  |  | 
|July 26 to August 22, 2010            |  |                                 |       |  |                             |   |     |                                                                              |  |  |                                                                           |  |  |  |  | 
|August 23 to September 26, 2010       |  |                                 |       |  |                             |   |     |                                                                              |  |  |                                                                           |  |  |  |  | 
|September 27 to October 24, 2010      |  |                                 |       |  |                             |   |     |                                                                              |  |  |                                                                           |  |  |  |  | 
|October 25 to November 21, 2010       |  |                                 |       |  |                             |   |     |                                                                              |  |  |                                                                           |  |  |  |  | 
|November 22 to December 26, 2010(2)   |  |                                 | 51,711 |  |                             |   | 4.98 |                                                                              |  |  |                                                                           |  |  |  |  | 



|(1) | Represents shares of class B common stock transferred from employees to us to satisfy tax withholding requirements in connection with the vesting of restricted stock
under the 2003 Equity Incentive Plan.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | Represents shares of class B common stock transferred from employees to us to satisfy tax withholding requirements in connection with the vesting of restricted stock
under the 2007 Omnibus Incentive Plan.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The high and low sales prices of our class A common shares for the four quarters of 2010 and 2009 as reported on the New York Stock Exchange and the dividends declared per class A and class B common share
for the four quarters of 2010 and 2009 were as follows:



|               |  |      |      |  |      |   |      |              |  |  |      |  |  |     |      |  |              |   |      |  |  |   |      | 
|-------------- |  | ---- | ---- |  | ---- | - | ---- | ------------ |  |  | ---- |  |  | --- | ---- |  | ------------ | - | ---- |  |  | - | ---- | 
|               |  | 2010 |      |  | 2009 |  
|               |  | High |      |  | Low  |   |      | CashDividend |  |  | High |  |  | Low |      |  | CashDividend |  
|First Quarter  |  | $    | 4.09 |  |      | $ | 3.08 |              |  |  |     |  |  | $   | 2.86 |  |              | $ | 0.37 |  |  | $ | 0.02 | 
|Second Quarter |  |      | 6.52 |  |      |   | 3.90 |              |  |  |     |  |  |     | 1.81 |  |              |   | 0.57 |  |  |   |     | 
|Third Quarter  |  |      | 5.22 |  |      |   | 3.45 |              |  |  |     |  |  |     | 4.42 |  |              |   | 0.86 |  |  |   |     | 
|Fourth Quarter |  |      | 5.20 |  |      |   | 4.22 |              |  |  |     |  |  |     | 4.79 |  |              |   | 3.00 |  |  |   |     | 



Dividends



The declaration of future dividends is subject to the discretion of our board of directors in light of all relevant factors, including
earnings, general business conditions, working capital requirements, capital spending needs, debt levels and contractual restrictions. Our board of directors reviews these factors at each quarterly board of directors meeting. Our secured credit
facility contains restrictions on the payment of dividends, such that, the aggregate amount of cash dividends paid does not exceed the greater of $15.0 million and 50.0% of consolidated net earnings for the consecutive four quarter period preceding
the quarter in which such cash payment is made. Pursuant to our amended and restated articles of incorporation, each class of common stock has equal rights with respect to cash dividends, except that dividends on class C shares are cumulative and
will not be less than approximately $0.57 per year.



Our board of directors made a decision to reduce our first quarter 2009 dividend on our class A and class B shares to $0.02 per share from
$0.08 per share in each quarter of 2008. The quarterly dividend on our class C shares remained at its historical level for the first quarter of 2009. In April 2009, our board of directors suspended dividends on our class A and class B shares given
the challenging economic environment. Our board of directors also suspended the payment of the cumulative dividend on our class C shares. The accumulated class C dividend of $3.7 million as of February 8, 2011 must be paid prior to the payment
of any future dividends on our class A and class B shares.



32



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Stock Performance Information



The following information in this Item 5 of this Annual
Report on Form 10-K is not deemed to be soliciting material or to be filed with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities
Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a
filings.



The following graph compares, on a
cumulative basis, changes in the total return on our class A common stock with the total return on the Standard & Poors 500 Stock Index and the total return on a peer group comprised of eight corporations that concentrate on
newspapers and broadcast operations. Our peer group is comprised of Belo Corp., Gannett, Inc., Lee Enterprises, Inc., McClatchy Newspapers, Inc., The New York Times Company, The E.W. Scripps Company, Media General, Inc., and The Washington Post
Company. This graph assumes the investment of $100.00 on December 25, 2005 and the reinvestment of all dividends since that date.



LOGO



|                             |  |       |        |  |       |   |        |       |  |   |        |  |  |       |       |  |       |   |       |  |  |   |        | 
|---------------------------- |  | ----- | ------ |  | ----- | - | ------ | ----- |  | - | ------ |  |  | ----- | ----- |  | ----- | - | ----- |  |  | - | ------ | 
|                             |  | 12/05 |        |  | 12/06 |   |        | 12/07 |  |   | 12/08  |  |  | 12/09 |       |  | 12/10 |  
|Journal Communications, Inc. |  | $     | 100.00 |  |       | $ | 92.82  |       |  | $ | 69.10  |  |  | $     | 20.33 |  |       | $ | 33.13 |  |  | $ | 42.88  | 
|S&P 500 Index                |  |       | 100.00 |  |       |   | 115.80 |       |  |   | 122.16 |  |  |       | 76.96 |  |       |   | 97.33 |  |  |   | 111.99 | 
|Peer Group                   |  |       | 100.00 |  |       |   | 97.15  |       |  |   | 73.84  |  |  |       | 23.62 |  |       |   | 40.41 |  |  |   | 40.01  | 



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|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



The following table presents our selected financial data. The selected financial data for the years ended December 26,
2010, December 27, 2009, and December 28, 2008 and as of December 26, 2010, and December 27, 2009, have been derived from our audited consolidated financial statements, including the notes thereto, appearing elsewhere in
this Annual Report on Form 10-K. The selected financial data for the years ended December 30, 2007 and December 31, 2006 and as of December 30, 2007 and December 31, 2006, have been derived from our audited consolidated financial
statements, including the notes thereto, not included in this Annual Report on Form 10-K. This table should be read together with our other financial information, including Managements Discussion and Analysis of Financial Condition and
Results of Operations and the consolidated financial statements, including the notes thereto, appearing elsewhere in this Annual Report on Form 10-K. Three regional publishing and printing operations of our community newspapers and shoppers
business, Norlight Telecommunications, Inc., NorthStar Print Group, Inc., PrimeNet Marketing Services, and IPC Print Services, Inc. have been reflected as discontinued operations in all years presented.



|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|-------------------------------------------------------------- |  | --------------------------------------------------------------- | ------- | --- | ------- | - | ------- | ------- |  | - | -------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                               |  | 2010                                                            |         |     | 2009(1) |   |         | 2008(2) |  |   | 2007(3)  |   |  | 2006 |        
|                                                               |  | (dollars and shares in thousands, except for per share amounts) |        
|Statement of Operations Data                                   |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Revenue                                                        |  | $                                                               | 376,759 |     |         | $ | 365,534 |         |  | $ | 451,713  |   |  | $    | 483,835 |   |  | $ | 522,824 |  
|Operating costs and expenses                                   |  |                                                                 | 323,735 |     |         |   | 335,763 |         |  |   | 402,247  |   |  |      | 410,865 |   |  |   | 421,384 |  
|Goodwill and broadcast license impairment                      |  |                                                                 |        |     |         |   | 20,133  |         |  |   | 375,086  |   |  |      |        |   |  |   |        |  
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Operating earnings (loss)                                      |  |                                                                 | 53,024  |     |         |   | 9,638   |         |  |   | (325,620 | ) |  |      | 72,970  |   |  |   | 101,440 |  
|Total other income and (expense)                               |  |                                                                 | (3,281  | )   |         |   | (2,803  | )       |  |   | (8,165   | ) |  |      | (9,143  | ) |  |   | (15,569 | )
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Earnings (loss) from continuing operations before income taxes |  |                                                                 | 49,743  |     |         |   | 6,835   |         |  |   | (333,785 | ) |  |      | 63,827  |   |  |   | 85,871  |  
|Provision (benefit) for income taxes                           |  |                                                                 | 19,065  |     |         |   | 1,927   |         |  |   | (107,036 | ) |  |      | 24,616  |   |  |   | 34,105  |  
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Earnings (loss) from continuing operations                     |  |                                                                 | 30,678  |     |         |   | 4,908   |         |  |   | (226,749 | ) |  |      | 39,211  |   |  |   | 51,766  |  
|Gain (loss) from discontinued operations, net of taxes         |  |                                                                 | 3,703   |     |         |   | (601    | )       |  |   | 2,346    |   |  |      | 70,867  |   |  |   | 12,607  |  
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Net earnings (loss)                                            |  | $                                                               | 34,381  |     |         | $ | 4,307   |         |  | $ | (224,403 | ) |  | $    | 110,078 |   |  | $ | 64,373  |  
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Diluted weighted average shares outstanding                    |  |                                                                 | 50,789  |     |         |   | 50,400  |         |  |   | 51,917   |   |  |      | 66,809  |   |  |   | 71,985  |  
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Diluted  Class A and B common stock:                          |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Continuing operations                                          |  | $                                                               | 0.52    |     |         | $ | 0.06    |         |  | $ | (4.40    | ) |  | $    | 0.59    |   |  | $ | 0.72    |  
|Discontinued operations                                        |  |                                                                 | 0.07    |     |         |   | (0.01   | )       |  |   | 0.04     |   |  |      | 1.06    |   |  |   | 0.17    |  
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Net earnings (loss)                                            |  | $                                                               | 0.59    |     |         | $ | 0.05    |         |  | $ | (4.36    | ) |  | $    | 1.65    |   |  | $ | 0.89    |  
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Cash dividends declared                                        |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Class C                                                        |  | $                                                               | 0.57    | (5) |         | $ | 0.57    | (4)     |  | $ | 0.57     |   |  | $    | 0.57    |   |  | $ | 0.57    |  
|Class B                                                        |  |                                                                 |        |     |         | $ | 0.02    |         |  | $ | 0.32     |   |  | $    | 0.30    |   |  | $ | 0.26    |  
|Class A                                                        |  |                                                                 |        |     |         | $ | 0.02    |         |  | $ | 0.32     |   |  | $    | 0.30    |   |  | $ | 0.26    |  
|Segment Data                                                   |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Revenue:                                                       |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Publishing                                                     |  | $                                                               | 182,799 |     |         | $ | 194,196 |         |  | $ | 241,972  |   |  | $    | 266,142 |   |  | $ | 284,894 |  
|Broadcasting                                                   |  |                                                                 | 194,365 |     |         |   | 171,491 |         |  |   | 209,914  |   |  |      | 218,118 |   |  |   | 238,536 |  
|Corporate eliminations                                         |  |                                                                 | (405    | )   |         |   | (153    | )       |  |   | (173     | ) |  |      | (425    | ) |  |   | (606    | )
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  
|Total revenue                                                  |  | $                                                               | 376,759 |     |         | $ | 365,534 |         |  | $ | 451,713  |   |  | $    | 483,835 |   |  | $ | 522,824 |  
|                                                               |  |                                                                 |         |     |         |   |         |         |  |   |          |   |  |      |         |   |  |   |         |  



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|                                 |  |                                   |         |   |         |   |         |         |  |   |          |   |  |      |          |   |  |   |         |  
|-------------------------------- |  | --------------------------------- | ------- | - | ------- | - | ------- | ------- |  | - | -------- | - |  | ---- | -------- | - |  | - | ------- | -
|                                 |  | 2010                              |         |   | 2009(1) |   |         | 2008(2) |  |   | 2007(3)  |   |  | 2006 |         
|                                 |  | (dollars and shares in thousands) |        
|Operating earnings (loss):       |  |                                   |         |   |         |   |         |         |  |   |          |   |  |      |          |   |  |   |         |  
|Publishing                       |  | $                                 | 18,222  |   |         | $ | 13,796  |         |  | $ | 2,322    |   |  | $    | 36,922   |   |  | $ | 41,462  |  
|Broadcasting                     |  |                                   | 43,559  |   |         |   | 3,068   |         |  |   | (319,610 | ) |  |      | 44,553   |   |  |   | 68,756  |  
|Corporate                        |  |                                   | (8,757  | ) |         |   | (7,226  | )       |  |   | (8,322   | ) |  |      | (8,505   | ) |  |   | (8,778  | )
|                                 |  |                                   |         |   |         |   |         |         |  |   |          |   |  |      |          |   |  |   |         |  
|Total operating earnings (loss)  |  | $                                 | 53,024  |   |         | $ | 9,638   |         |  | $ | (325,620 | ) |  | $    | 72,970   |   |  | $ | 101,440 |  
|                                 |  |                                   |         |   |         |   |         |         |  |   |          |   |  |      |          |   |  |   |         |  
|Other Financial Data             |  |                                   |         |   |         |   |         |         |  |   |          |   |  |      |          |   |  |   |         |  
|Depreciation                     |  | $                                 | 22,697  |   |         | $ | 23,894  |         |  | $ | 24,918   |   |  | $    | 25,012   |   |  | $ | 24,828  |  
|Amortization                     |  | $                                 | 1,932   |   |         | $ | 1,975   |         |  | $ | 1,776    |   |  | $    | 1,679    |   |  | $ | 1,708   |  
|Capital expenditures             |  | $                                 | 9,391   |   |         | $ | 7,680   |         |  | $ | 20,805   |   |  | $    | 33,992   |   |  | $ | 17,672  |  
|Cash dividends                   |  | $                                 |        |   |         | $ | 1,476   |         |  | $ | 18,527   |   |  | $    | 20,445   |   |  | $ | 19,433  |  
|                                 |  |                                   |         |   |        
|Cash Flow Data                   |  |                                   |         |   |         |   |         |         |  |   |          |   |  |      |          |   |  |   |         |  
|Net cash provided by (used for): |  |                                   |         |   |         |   |         |         |  |   |          |   |  |      |          |   |  |   |         |  
|Operating activities             |  | $                                 | 71,819  |   |         | $ | 69,113  |         |  | $ | 69,534   |   |  | $    | 59,331   |   |  | $ | 81,606  |  
|Investing activities             |  | $                                 | 6,174   |   |         | $ | (11,639 | )       |  | $ | (46,043  | ) |  | $    | 162,129  |   |  | $ | (7,692  | )
|Financing activities             |  | $                                 | (79,739 | ) |         | $ | (65,147 | )       |  | $ | (27,033  | ) |  | $    | (178,896 | ) |  | $ | (92,009 | )
|Discontinued operations          |  | $                                 | 433     |   |         | $ | 7,002   |         |  | $ | 1,326    |   |  | $    | (44,231  | ) |  | $ | 19,154  |  
|                                 |  |                                   |         |   |        
|Balance Sheet Data               |  |                                   |         |   |         |   |         |         |  |   |          |   |  |      |          |   |  |   |         |  
|Property and equipment, net      |  | $                                 | 179,725 |   |         | $ | 195,649 |         |  | $ | 211,974  |   |  | $    | 214,219  |   |  | $ | 206,943 |  
|Intangible assets, net           |  | $                                 | 114,512 |   |         | $ | 115,836 |         |  | $ | 132,111  |   |  | $    | 481,547  |   |  | $ | 454,207 |  
|Total assets                     |  | $                                 | 431,770 |   |         | $ | 473,187 |         |  | $ | 542,599  |   |  | $    | 856,967  |   |  | $ | 955,258 |  
|Total debt                       |  | $                                 | 74,570  |   |         | $ | 151,375 |         |  | $ | 215,090  |   |  | $    | 178,885  |   |  | $ | 235,000 |  
|Total equity                     |  | $                                 | 208,927 |   |         | $ | 171,075 |         |  | $ | 168,062  |   |  | $    | 487,562  |   |  | $ | 480,892 |  



|(1) | On April 23, 2009, we completed the purchase of CW affiliate, KNIN-TV, in Boise, Idaho. On September 25, 2009, we completed the sale of KGEM-AM and KCID-AM in
Boise, Idaho.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | On January 9, 2008, we completed the purchase of theIola Heraldand Manawa Advocate in Waupaca County, Wisconsin. On January 28, 2008, we
completed the purchase of My Network affiliate KPSE-LP, Channel 50, in Palm Springs, California. On March 19, 2008, we completed the purchase of the Clintonville Shoppers Guide and the Wittenberg Northerner Shopping News in
Waupaca County, Wisconsin. On July 22, 2008, we completed the purchase of CW Network affiliate, KWBA-TV, in Sierra Vista, Arizona. On October 6, 2008, we completed the purchase of Waupaca Publishing Company in Waupaca, Wisconsin.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | On March 27, 2007, we completed the purchase of the KMTV-TV FCC license.
|--- | ------------------------------------------------------------------------



|(4) | The first quarter 2009 dividend of $0.142 per share was paid. Dividends of $0.428 per share were accrued for the remaining three quarters of 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Dividends of $0.57 per share were accrued for 2010.
|--- | ---------------------------------------------------



|ITEM 7. | 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 audited consolidated financial statements for the three years ended December 26, 2010, including the notes thereto, appearing elsewhere in this Annual Report on Form 10-K. This discussion
contains forward-looking statements. See Forward-Looking Statements for a discussion of uncertainties, risks and assumptions associated with these statements.



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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; and (iii) corporate. Our publishing segment consists of the Milwaukee Journal Sentinel, which serves as the only major daily
newspaper for the Milwaukee metropolitan area, and several community newspapers and shoppers in Wisconsin and Florida. Our broadcasting segment consists of 33 radio stations and 13 television stations in 12 states and the operation of a television
station under a local marketing agreement. Our interactive media assets build on our strong publishing and broadcasting brands. Our corporate segment consists of unallocated corporate expenses and revenue eliminations.



During 2010, we sold substantially all of the operating
assets of our PrimeNet Marketing Services (PrimeNet), our direct marketing services business located in St. Paul, Minnesota and Clearwater, Florida, in two separate transactions. On February 3, 2010, certain direct mail and mail services
operating assets located in St. Paul, Minnesota were sold for $0.1 million. The remaining Minnesota-based assets were shutdown in April 2010, and, accordingly, we recorded $0.4 million for shutdown related costs in the second quarter of 2010. In a
separate transaction, on February 8, 2010, we sold the Clearwater, Florida-based operations of PrimeNet for a $0.7 million note repayable over four years and a $0.1 million working capital note repayable over three years. The consideration
received in each transaction approximates the net book value of the assets sold. PrimeNet is reported as a discontinued operation for all periods presented.



On December 13, 2010, we sold substantially all of the assets and certain liabilities of IPC Print Services, Inc. (IPC), our former
printing services business, to Walsworth Publishing Company. Proceeds, net of transaction expenses, were $14.0 million and resulted in a gain on discontinued operations after income tax expense of $3.4 million. An escrow fund in the amount of $0.7
million has been established to secure representations and warranties pursuant to the purchase agreement for two years from the date of the sale, after which time any remaining funds will be delivered to us. IPC is reported as a discontinued
operation for all periods presented.



Over the
past few years, fundamentals in the newspaper industry have deteriorated significantly. Retail and classified run-of-press (ROP) advertising have decreased from historic levels due in part to department store consolidation, weakened employment,
automotive and real estate economics and a migration of advertising to the internet and other advertising forms. Circulation declines and online competition have also negatively impacted newspaper industry revenues. Additionally, the continued
housing market downturn has adversely impacted the newspaper industry, including real estate classified advertising as well as the home improvement, furniture and financial services advertising categories. However, we believe the rate of
deterioration of these fundamentals has moderated based on our results for 2010.



In 2010, our publishing businesses continued to be impacted by the uneven economic recovery and the secular and cyclical influences affecting the newspaper industry. We have seen advertisers reduce their
advertising spending in virtually all advertising categories. In addition, due to the changing mix of revenue categories, frequency and placement of advertising in the newspaper and planned advertisting rate decreases in order to increase volume, we
have seen a decrease in the average rate per inch of advertising. Retail advertising decreased in 2010 compared to 2009 primarily due to a decrease in ROP and preprint advertising primarily in the communications, finance and insurance, food, home
improvement, automotive and department stores advertising categories and the loss of certain advertisers from our total market coverage product (our non-subscriber product). Classified advertising revenue, primarily in the real estate category, also
decreased in 2010 compared to 2009. National advertising revenue increased $0.1 million in 2010 primarily due to an increase in ROP advertising in the health services, food and communications advertising categories. Interactive advertising revenue
increased $1.3 million at our publishing businesses in 2010 compared to 2009 primarily due to an increase in sponsorships and classified packages sold. Circulation revenue decreased $1.1 million in 2010 compared to 2009 due to a decrease in the
number of copies sold at our daily newspaper. Commercial printing revenue at our daily newspaper increased $2.4 million in 2010 compared to 2009 primarily due to an increase in



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revenue from new printing customers for which we began printing in the second half of 2009. Operating earnings at our publishing businesses increased $4.4 million in 2010 compared to 2009,
primarily due to the reduction in the expense platform to better align with a reduced revenue base. Total expenses decreased $15.8 million, or 8.8%, in 2010 compared to 2009 primarily due to a decrease of $13.2 million in total payroll-related
costs, including a decrease of $3.6 million in workforce reduction charges, the impact from the decrease in revenue and overall expense reduction initiatives.



Revenues in the broadcast industry are derived primarily from the sale of advertising time to local, national and political and issue
advertisers and, to a lesser extent, from barter, digital revenues, retransmission fees, network compensation and other revenues. Because television and radio broadcasters rely upon advertising revenue, they are subject to cyclical changes in the
economy. The size of advertisers budgets, which are affected by broad economic trends, affects the radio industry in general and the revenue of individual television stations, in particular. Other than the political and issue and automotive
categories, our broadcasting business continues to experience an uneven economic recovery across the markets in which we operate due to continued challenges in employment and the housing markets. Our broadcasting business also is affected by
audience fragmentation as audiences have an increasing number of options to access news and other programming. Television advertising revenue and rates in even-numbered years, such as 2010, typically benefit from political and issue advertising
because there tends to be more pressure on available inventory as the demand for advertising increases and we have the opportunity to increase average unit rates we charge our customers.



Revenue from our broadcasting businesses increased $22.9 million in 2010 compared to 2009 primarily due to a
$14.0 million increase in political and issue advertising revenue, a $2.6 million increase in national advertising revenue (primarily due to an increase in automotive advertising revenue), a $2.2 million increase in Olympic advertising revenue, a
$2.0 million increase in local advertising revenue and a $2.0 million increase in retransmission revenue. Operating earnings from our broadcasting business increased $40.5 million in 2010 compared to 2009, primarily due to the impact from the
increase in advertising revenue and the decrease in expenses. Total expenses decreased $17.6 million, or 10.5%, in 2010 compared to 2009 primarily due to recording a $20.1 million non-cash broadcast license impairment charge in 2009.



Advertising revenue at our publishing and broadcasting
businesses reflects continued cautious behavior of both our customers and consumers. While we are seeing some improvement at our broadcasting businesses, persistent high unemployment, lack of strong economic growth and continued economic uncertainty
temper our optimism with respect to improved revenue in the near term. Revenue levels in our broadcasting business will continue to be affected by increased competition for audiences. We do not expect that revenues at our daily newspaper will return
to revenue levels reported in 2009 or prior years given the secular changes affecting the newspaper industry.



In 2011, we will seek in-market growth opportunities in traditional or digital media, make capital investments in our businesses which we
expect to increase revenue, and look for new market broadcast acquisitions. Our acquisition strategy will be subject to our ability to identify strategic acquisition candidates, negotiate definitive agreements on acceptable terms and, as necessary,
secure additional financing.



Results of Operations



2010 Compared to 2009



Our consolidated revenue in 2010 was $376.8 million, an
increase of $11.3 million, or 3.1%, compared to $365.5 million in 2009. Our consolidated operating costs and expenses in 2010 were $207.7 million, a decrease of $14.8 million, or 6.6%, compared to $222.5 million in 2009. Our consolidated selling and
administrative expenses in 2010 were $116.1 million, an increase of $2.8 million, or 2.4%, compared to $113.3 million in 2009. There was no non-cash broadcast license impairment charge in 2010 compared to $20.1 million in 2009.



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The following table presents our total revenue by segment, total operating costs and
expenses, selling and administrative expenses, broadcast license impairment and total operating earnings as a percent of total revenue for 2010 and 2009:



|                                                                                                      |  |                       |       |   |                        |  |       |      |  |   |                        |   |  |  |       |  
|----------------------------------------------------------------------------------------------------- |  | --------------------- | ----- | - | ---------------------- |  | ----- | ---- |  | - | ---------------------- | - |  |  | ----- | -
|                                                                                                      |  | 2010                  |       |   | Percent ofTotalRevenue |  |       | 2009 |  |   | Percent ofTotalRevenue |  
|                                                                                                      |  | (dollars in millions) |      
|Revenue:                                                                                              |  |                       |       |  
|Publishing                                                                                            |  | $                     | 182.8 |   |                        |  | 48.5  | %    |  | $ | 194.2                  |   |  |  | 53.1  | %
|Broadcasting                                                                                          |  |                       | 194.4 |   |                        |  | 51.6  |      |  |   | 171.5                  |   |  |  | 46.9  |  
|Corporate eliminations                                                                                |  |                       | (0.4  | ) |                        |  | (0.1  | )    |  |   | (0.2                   | ) |  |  |      |  
|                                                                                                      |  |                       |       |   |                        |  |       |      |  |   |                        |   |  |  |       |  
|Total revenue                                                                                         |  |                       | 376.8 |   |                        |  | 100.0 |      |  |   | 365.5                  |   |  |  | 100.0 |  
|Total operating costs and expenses                                                                    |  |                       | 207.7 |   |                        |  | 55.1  |      |  |   | 222.5                  |   |  |  | 60.9  |  
|Selling and administrative expenses                                                                   |  |                       | 116.1 |   |                        |  | 30.8  |      |  |   | 113.3                  |   |  |  | 31.0  |  
|Broadcast license impairment                                                                          |  |                       |      |   |                        |  |      |      |  |   | 20.1                   |   |  |  | 5.5   |  
|                                                                                                      |  |                       |       |   |                        |  |       |      |  |   |                        |   |  |  |       |  
|Total operating costs and expenses, selling and administrative expenses and broadcast license expense |  |                       | 323.8 |   |                        |  | 85.9  |      |  |   | 355.9                  |   |  |  | 97.4  |  
|                                                                                                      |  |                       |       |   |                        |  |       |      |  |   |                        |   |  |  |       |  
|Total operating earnings                                                                              |  | $                     | 53.0  |   |                        |  | 14.1  | %    |  | $ | 9.6                    |   |  |  | 2.6   | %
|                                                                                                      |  |                       |       |   |                        |  |       |      |  |   |                        |   |  |  |       |  



Our publishing businesses
experienced a 9.4% decrease in retail advertising revenue in 2010 compared to 2009 primarily in consumer-driven categories. The retail advertising revenue decreases were in the communications, finance and insurance, food, home improvement,
automotive, department stores, airline and travel and furniture categories, partially offset by increases in the health services, real estate and business services categories. Classified advertising revenue decreased 11.9% in 2010 compared to 2009
primarily due to a decrease in the real estate category. Circulation revenue decreased 2.1% in 2010 compared to 2009 primarily due to a decrease in the number of daily and Sunday copies sold for home delivery and daily copies sold at single copy
outlets at our daily newspaper. Partially offsetting these revenue decreases was a 35.7% increase in commercial printing revenue at our daily newspaper in 2010 compared to 2009. We believe consumers are still cautious in regards to spending
discretionary income. Secular changes affecting the newspaper industry also are resulting in the need to continue to reduce costs and align our cost structure in the face of continued decreasing revenues.



At our broadcasting businesses, advertising revenue increased
in 2010 compared to 2009 primarily due to an increase in political and issue advertising revenue, an increase in national advertising revenue, an increase in Olympic advertising revenue, an increase in local advertising revenue and an increase in
retransmission revenue. The increase in political and issue advertising revenue and Olympic advertising revenue is part of the normal two-year advertising cycle which affects our television stations in particular. Automotive advertising increased
$6.0 million, or 25.6%, in 2010 compared to 2009 primarily at our television stations.



The decrease in total operating costs and expenses was primarily due to a decrease in payroll-related costs reflecting the savings from workforce reduction initiatives implemented in 2009, a decrease in
costs related to the decrease in revenue at our publishing businesses, a decrease in workforce reduction charges, a decrease in syndicated and barter programming expenses and a smaller gain related to insurance proceeds from our tower replacement in
Wichita, Kansas. The increase in selling and administrative expenses was primarily due to an increase in incentive compensation due to the increase in operating earnings, and increase in advertising expenses and an increase in commission expense due
to the increase in revenue, partially offset by decreases in payroll-related costs reflecting the savings from the 2009 workforce reduction initiatives, a decrease in bad debt expense, a decrease in legal expenses and overall cost reduction
initiatives. We expect total year-over-year expenses to increase slightly in 2011 as we selectively invest resources in digital initiatives, our brands, employees and programming.



Our consolidated operating earnings were $53.0 million, an
increase of $43.4 million, or 450.2%, compared to $9.6 million in 2009.



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The following table presents our operating earnings (loss) by segment for 2010 and 2009:



|                         |  |                       |      |   |                                  |  |       |      |  |   |                                  |   |  |  |       |  
|------------------------ |  | --------------------- | ---- | - | -------------------------------- |  | ----- | ---- |  | - | -------------------------------- | - |  |  | ----- | -
|                         |  | 2010                  |      |   | Percent ofTotalOperatingEarnings |  |       | 2009 |  |   | Percent ofTotalOperatingEarnings |  
|                         |  | (dollars in millions) |     
|Publishing               |  | $                     | 18.2 |   |                                  |  | 34.4  | %    |  | $ | 13.8                             |   |  |  | 143.2 | %
|Broadcasting             |  |                       | 43.6 |   |                                  |  | 82.1  |      |  |   | 3.1                              |   |  |  | 31.8  |  
|Corporate                |  |                       | (8.8 | ) |                                  |  | (16.5 | )    |  |   | (7.3                             | ) |  |  | (75.0 | )
|                         |  |                       |      |   |                                  |  |       |      |  |   |                                  |   |  |  |       |  
|Total operating earnings |  | $                     | 53.0 |   |                                  |  | 100.0 | %    |  | $ | 9.6                              |   |  |  | 100.0 | %
|                         |  |                       |      |   |                                  |  |       |      |  |   |                                  |   |  |  |       |  



The increase in total operating
earnings was primarily due to the the decrease in non-cash impairment charges, decreases in expenses and the impact from the increase in revenue at our broadcasting businesses.



EBITDA in 2010 was $77.7 million, an increase of $42.1
million, or 118.1%, compared to $35.6 million in 2009 (which included a $20.1 million non-cash broadcast license impairment charge). We define EBITDA as net earnings (loss) excluding gain/loss from discontinued operations, net, provision (benefit)
for income taxes, total other expense, net (which is entirely comprised of interest income and expense), depreciation and amortization. Management primarily uses EBITDA, among other things, to evaluate our operating performance compared to our
operating plans and/or prior years and to value prospective acquisitions. We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by
management, helps to improve their 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. EBITDA is also a primary measure
used externally by our investors and our peers in our industry for purposes of valuation and comparing our operating performance to other companies in the industry. EBITDA is not a measure of performance or liquidity 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.



The following table presents a reconciliation of our consolidated net earnings to EBITDA for 2010 and 2009:



|                                                                                      |  |                       |      |   |      |   |      | 
|------------------------------------------------------------------------------------- |  | --------------------- | ---- | - | ---- | - | ---- | 
|                                                                                      |  | 2010                  |      |   | 2009 |  
|                                                                                      |  | (dollars in millions) |     
|Net earnings                                                                          |  | $                     | 34.4 |   |      | $ | 4.3  | 
|(Gain) loss from discontinued operations, net                                         |  |                       | (3.7 | ) |      |   | 0.6  | 
|Provision for income taxes                                                            |  |                       | 19.1 |   |      |   | 1.9  | 
|Total other expense, net (which is entirely comprised of interest income and expense) |  |                       | 3.3  |   |      |   | 2.8  | 
|Depreciation                                                                          |  |                       | 22.7 |   |      |   | 24.0 | 
|Amortization                                                                          |  |                       | 1.9  |   |      |   | 2.0  | 
|                                                                                      |  |                       |      |   |      |   |      | 
|EBITDA                                                                                |  | $                     | 77.7 |   |      | $ | 35.6 | 
|                                                                                      |  |                       |      |   |      |   |      | 



The increase in our EBITDA is
consistent with the increases in our operating earnings for the reasons described above.



Publishing



Revenue from publishing in 2010 was $182.8 million, a decrease of $11.4 million, or 5.9%, compared to $194.2 million in 2009. Operating earnings from publishing were $18.2 million in 2010, an increase of
$4.4 million, or 32.1%, compared to $13.8 million in 2009.



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The following table presents our publishing revenue by category and operating earnings for
2010 and 2009:



|                          |  |                       |       |  |                               |   |      |       |  |   |                |  |  |                               |       |  |       |   |      |               |  |   |       |  |  |  |       |  
|------------------------- |  | --------------------- | ----- |  | ----------------------------- | - | ---- | ----- |  | - | -------------- |  |  | ----------------------------- | ----- |  | ----- | - | ---- | ------------- |  | - | ----- |  |  |  | ----- | -
|                          |  | 2010                  |       |  | 2009                          |   |      |       | 
|                          |  | DailyNewspaper        |       |  | CommunityNewspapers& Shoppers |   |      | Total |  |   | DailyNewspaper |  |  | CommunityNewspapers& Shoppers |       |  | Total |   |      | PercentChange | 
|                          |  | (dollars in millions) |      
|Advertising revenue:      |  |                       |       |  |                               |   |      |       |  |   |                |  |  |                               |       |  |       |   |      |               |  |   |       |  |  |  |       |  
|Retail                    |  | $                     | 60.0  |  |                               | $ | 21.2 |       |  | $ | 81.2           |  |  | $                             | 66.1  |  |       | $ | 23.5 |               |  | $ | 89.6  |  |  |  | (9.4  | )
|Classified                |  |                       | 19.9  |  |                               |   | 4.4  |       |  |   | 24.3           |  |  |                               | 22.3  |  |       |   | 5.2  |               |  |   | 27.5  |  |  |  | (11.9 | )
|National                  |  |                       | 5.0   |  |                               |   |     |       |  |   | 5.0            |  |  |                               | 4.9   |  |       |   |     |               |  |   | 4.9   |  |  |  | 3.1   |  
|Direct marketing          |  |                       | 0.2   |  |                               |   |     |       |  |   | 0.2            |  |  |                               | 0.6   |  |       |   |     |               |  |   | 0.6   |  |  |  | (64.1 | )
|                          |  |                       |       |  |                               |   |      |       |  |   |                |  |  |                               |       |  |       |   |      |               |  |   |       |  |  |  |       |  
|Total advertising revenue |  |                       | 85.1  |  |                               |   | 25.6 |       |  |   | 110.7          |  |  |                               | 93.9  |  |       |   | 28.7 |               |  |   | 122.6 |  |  |  | (9.7  | )
|Circulation revenue       |  |                       | 50.1  |  |                               |   | 1.9  |       |  |   | 52.0           |  |  |                               | 51.0  |  |       |   | 2.1  |               |  |   | 53.1  |  |  |  | (2.1  | )
|Other revenue             |  |                       | 17.1  |  |                               |   | 3.0  |       |  |   | 20.1           |  |  |                               | 15.2  |  |       |   | 3.3  |               |  |   | 18.5  |  |  |  | 8.7   |  
|                          |  |                       |       |  |                               |   |      |       |  |   |                |  |  |                               |       |  |       |   |      |               |  |   |       |  |  |  |       |  
|Total revenue             |  | $                     | 152.3 |  |                               | $ | 30.5 |       |  | $ | 182.8          |  |  | $                             | 160.1 |  |       | $ | 34.1 |               |  | $ | 194.2 |  |  |  | (5.9  | )
|                          |  |                       |       |  |                               |   |      |       |  |   |                |  |  |                               |       |  |       |   |      |               |  |   |       |  |  |  |       |  
|Operating earnings        |  | $                     | 15.9  |  |                               | $ | 2.3  |       |  | $ | 18.2           |  |  | $                             | 11.8  |  |       | $ | 2.0  |               |  | $ | 13.8  |  |  |  | 32.1  |  
|                          |  |                       |       |  |                               |   |      |       |  |   |                |  |  |                               |       |  |       |   |      |               |  |   |       |  |  |  |       |  



Advertising revenue
accounted for 60.6% of total publishing revenue in 2010 compared to 63.1% in 2009. The ongoing secular changes in the newspaper industry and the continued economic uncertainty have caused advertisers to decrease their advertising spending across
most of our advertising revenue categories. In addition, due to the changing mix of revenue categories, frequency and placement of advertising in the newspaper and planned advertising rate decreases in order to increase volume, we have seen a
decrease in the average rate per inch of advertising in 2010 compared to 2009.



Retail advertising revenue in 2010 was $81.2 million, a decrease of $8.4 million, or 9.4%, compared to $89.6 million in 2009. The $6.1 million decrease at our daily newspaper was primarily due to a
decrease in ROP and preprint advertising in consumer-driven categories and the loss of certain advertisers from our total market coverage product, partially offset by an increase in retail online advertising revenue. The revenue decreases were in
the communications, finance and insurance, food, home improvement, automotive, department stores, airline and travel and furniture categories, partially offset by increases in the health services, real estate and business services categories. In the
early part of the fourth quarter of 2010, we re-launched our total market coverage product (which was transitioned from mail delivery to carrier delivery in 2009) as a mail-based product aimed at recapturing and growing market share. We believe
consumers are still cautious in regards to spending discretionary income and advertisers are still decreasing their spending in traditional print products, including our daily newspaper. The same trends persisted in our community newspapers and
shoppers business. The $2.3 million decrease in revenue at our community newspapers and shoppers was primarily due to decreases in automotive, retail and real estate advertising and a decrease from publications we closed or sold.



As a result of ongoing secular trend of classified
advertising transitioning to the internet and the continued economic uncertainty, our publishing businesses experienced a decrease in classified advertising revenue in 2010 compared to 2009. In addition, classified advertising is generally the most
sensitive to economic cycles because it is driven by the demand of employment, real estate transactions and automotive sales. Classified advertising revenue in 2010 was $24.3 million, a decrease of $3.2 million, or 11.9%, compared to $27.5 million
in 2009. At our daily newspaper, classified advertising revenue decreased $2.4 million, or 10.7%, in 2010 compared to 2009. Specifically, the real estate category decreased $1.6 million, or 28.7%; employment decreased $0.3 million, or 6.0%; other
decreased $0.3 million, or 4.2%; and automotive decreased $0.2 million, or 3.9%. The average rate per inch of classified advertising decreased in 2010 compared to 2009 primarily due to the planned decrease in rates for employment classified revenue
in order to increase volume. We believe this strategy was successful as we experienced a 55.6% increase in volume for employment classified advertising in the fourth quarter of 2010 compared to the fourth quarter of 2009. Historically, this revenue
has been at a higher rate than other categories.



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Average rates per inch for real estate and automotive advertising revenue also decreased compared to 2009. At our community newspapers and shoppers business, classified advertising revenue
decreased $0.8 million, or 16.8%, in 2010 compared to 2009 primarily due to decreases in automotive, employment and real estate classified advertising and a decrease from publications we no longer produce.



The total decrease in retail and classified automotive
advertising revenue at our daily newspaper in 2010 was $0.9 million, or 14.8%, compared to 2009 due to a decrease in ROP and preprint advertising revenue.



Interactive advertising revenue at our publishing businesses is reported in the various advertising revenue categories. Total retail and
classified interactive advertising revenue was $11.0 million in 2010, an increase of $1.3 million, or 13.1%, compared to $9.7 million in 2009. In 2010 at our daily newspaper, interactive retail advertising revenue increased 21.4% compared to 2009
due to an increase in sponsorships sold and interactive classified advertising revenue increased 4.8% compared to 209 due to an increase in classified packages sold.



National advertising revenue was $5.0 million in 2010, an
increase of $0.1 million, or 3.1%, compared to $4.9 million in 2009. Increases in the real estate, small retailers, and furniture categories and an increase in our total market coverage product were partially offset by decreases in the business
services, finance and insurance, communications, and airline and travel categories.



Direct marketing revenue, consisting of revenue from the sale of direct mail products of our daily newspaper, was $0.2 million in 2010, a decrease of $0.4 million, or 64.1%, compared to $0.6 million in
2009. In May 2009, we shut down the operations of our Milwaukee-area direct marketing facility but we continue to provide this service for some of our customers.



Circulation revenue accounted for 28.4% of total publishing
revenue in 2010 compared to 27.4% in 2009. Circulation revenue of $52.0 million in 2010 decreased $1.1 million, or 2.1%, compared to $53.1 million in 2009. At our daily newspaper, circulation revenue decreased $0.9 million in 2010 compared to 2009
primarily due to a decrease in the number of daily and Sunday copies sold for home delivery and daily copies sold at single copy outlets. Partially offsetting this decrease was an increase in revenue for the TV Cue section, a product
which is now priced separately and delivered with the Sunday edition, and increase for the home-delivered Thanksgiving Day edition. At our community newspapers and shoppers business, circulation revenue decreased $0.2 million in 2010 compared to
2009.



Other revenue, which consists of revenue
from promotional and commercial distribution and commercial printing revenue at our daily newspaper and commercial printing at the printing plants for our community newspapers and shoppers, accounted for 11.0% of total publishing revenue in 2010
compared to 9.5% in 2009. Other revenue was $20.1 million in 2010, an increase of $1.6 million, or 8.7%, compared to $18.5 million in 2009. The $1.9 million increase at our daily newspaper was primarily due to an increase of $2.4 million in
commercial printing revenue from new printing customers for whom we began printing in the second half of 2009. Currently, there is limited capacity available at our daily newspapers production facility to allow for printing and inserting for
additional commercial printing customers. At our community newspapers and shoppers business, other revenue decreased $0.3 million, or 8.7%, in 2010 compared to 2009 primarily due to the loss of certain customers.



Publishing operating earnings were $18.2 million in 2010, an
increase of $4.4 million, or 32.1%, compared to $13.8 million in 2009. In an effort to partially offset the impact of the decrease in advertising revenue, our publishing businesses significantly reduced their expense platforms in 2009 and continued
to do so in 2010. Total expenses decreased $15.8 million, or 8.8%, in 2010 compared to 2009 primarily due to a decrease of $13.2 million in total payroll-related costs, including a decrease of $3.6 million in workforce reduction charges, partially
offset by a one-time cash bonus of $0.8 million for employees who were impacted by the wage reduction program in 2009. Excluding payroll-related costs, operating costs and expenses decreased $4.0 million in 2010 compared to 2009, the most
significant of which were decreases in delivery costs, outside printing costs



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and costs related to the total market coverage product (which was transitioned from mail delivery to carrier delivery in 2009). Total newsprint and paper costs for our publishing businesses were
$17.3 million in both 2010 and 2009. A 4.7% decrease in newsprint consumption was partially offset by a 6.8% increase in average newsprint pricing per metric ton.



Broadcasting



Revenue from broadcasting in 2010 was $194.4 million, an
increase of $22.9 million, or 13.3%, compared to $171.5 million in 2009. Operating earnings from broadcasting in 2010 were $43.6 million, an increase of $40.5 million, or 1,319.8%, compared to $3.1 million in 2009. In 2009, operating earnings
included a $20.1 million non-cash broadcast license impairment charge and a $2.2 million gain related to insurance proceeds from our radio tower replacement in Wichita, Kansas. In 2010, we recorded an additional $0.3 million gain for the completion
of the Wichita, Kansas radio tower replacement.



The following table presents our broadcasting revenue, broadcast license impairment and operating earnings (loss) for 2010 and 2009:



|                             |  |            |       |  |       |   |      |                       |  |   |            |  |  |       |       |   |       |   |      |  |  |   |       |  |  |  |         | 
|---------------------------- |  | ---------- | ----- |  | ----- | - | ---- | --------------------- |  | - | ---------- |  |  | ----- | ----- | - | ----- | - | ---- |  |  | - | ----- |  |  |  | ------- | 
|                             |  | 2010       |       |  | 2009  |   |      | PercentChange         | 
|                             |  | Television |       |  | Radio |   |      | Total                 |  |   | Television |  |  | Radio |       |   | Total |   |     
|                             |  |            |       |  |       |   |      | (dollars in millions) |  |   |            |  |  |       |       |   |       |  
|Revenue                      |  | $          | 125.1 |  |       | $ | 69.3 |                       |  | $ | 194.4      |  |  | $     | 105.4 |   |       | $ | 66.1 |  |  | $ | 171.5 |  |  |  | 13.3    | 
|                             |  |            |       |  |       |   |      |                       |  |   |            |  |  |       |       |   |       |   |      |  |  |   |       |  |  |  |         | 
|Broadcast license impairment |  | $          |      |  |       | $ |     |                       |  | $ |           |  |  | $     | 16.0  |   |       | $ | 4.1  |  |  | $ | 20.1  |  |  |  | NA      | 
|                             |  |            |       |  |       |   |      |                       |  |   |            |  |  |       |       |   |       |   |      |  |  |   |       |  |  |  |         | 
|Operating earnings (loss)    |  | $          | 29.1  |  |       | $ | 14.5 |                       |  | $ | 43.6       |  |  | $     | (7.6  | ) |       | $ | 10.7 |  |  | $ | 3.1   |  |  |  | 1,319.8 | 
|                             |  |            |       |  |       |   |      |                       |  |   |            |  |  |       |       |   |       |   |      |  |  |   |       |  |  |  |         | 



Revenue from our
television stations in 2010 was $125.1 million, an increase of $19.7 million, or 18.7%, compared to $105.4 million in 2009. We experienced a revenue increase in all of our television markets. Compared to 2009, political and issue advertising revenue
increased $13.0 million; Olympic advertising revenue increased $2.2 million due to the broadcast of the 2010 Winter Olympics on our NBC affiliates in February 2010; national advertising revenue increased $2.2 million, or 10.2%, primarily due to an
increase in automotive advertising; retransmission revenue increased $2.0 million, or 45.9%; and local advertising revenue increased $0.3 million, or 0.3%. Television advertising revenue and rates in even-numbered years typically benefit from
political and issue advertising because there tends to be more pressure on available inventory as the demand for advertising increases and we have the opportunity to increase the average unit rates we charge our customers. We have television
stations in a number of states that had competitive political races in 2010.



Our television stations experienced revenue increases in a number of categories, specifically automotive, education, medical, travel, legal, retail, media and home products, partially offset by decreases
in the communications, hotel and gambling, financial services and institutions, and restaurants categories. Automotive advertising revenue represented 16.3% of television advertising revenue in 2010 compared to 14.2% in 2009. Automotive advertising
revenue increased $5.4 million, or 35.7%, in 2010 compared to 2009.Our television stations are working to grow their local customer base by creating new local content and programs that combine television with digital platforms. We launched
additional local advertising programs targeted at non-traditional advertisers across our television markets. Revenue from non-traditional advertising programs was $15.5 million in 2010, an increase of $0.7 million, or 4.7%, compared to $14.8 million
in 2009. Non-traditional advertising programs refer to initiatives which attract new local advertisers, including the creation of new local content and programs that combine television, radio or print with digital. Interactive revenue was $1.5
million in 2010, an increase of $0.1 million, or 5.9%, compared to $1.4 million in 2009. Revenue from non-traditional advertising programs and interactive revenue is reported in local advertising revenue.



Operating earnings from our television stations in 2010 were
$29.1 million compared to a loss of $7.6 million in 2009. During 2009, our television stations recorded a $16.0 million non-cash broadcast license



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impairment charge. The increase in operating earnings was primarily due to the decrease in expenses and the impact from the increase in advertising revenue. Our television stations continue to
reduce their expense platform. Total television expenses in 2010 were $96.0 million, a decrease of $17.0 million, or 15.1%, compared to $113.0 million in 2009 primarily due to the $16.0 million non-cash broadcast license impairment charge recorded
in 2009. Other expense decreases were $3.5 million in payroll-related costs, which includes a one-time cash bonus of $0.3 million for employees who were impacted by the wage reduction program in 2009, a decrease of $2.3 million in barter and
syndicated programming expenses, a decrease in legal expenses and a decrease in bad debt expense. Partially offsetting these expense decreases were increases in advertising and promotional expenses, network programming expenses, an increase in
incentive compensation due to the increase in operating earnings and commissions. For 2011, we are selectively adding back expense to invest in our employees, programming, and products.



Revenue from our radio stations in 2010 was $69.3 million, an increase of $3.2 million, or 4.8%, compared to
$66.1 million in 2009. We experienced a revenue increase in all but three of our radio markets. Compared to 2009, local advertising revenue increased $1.7 million, or 2.9%, in part due to the broadcast of two additional Green Bay Packers games in
January 2010; political and issue advertising revenue increased $1.0 million, or 262.5%; national advertising revenue increased $0.4 million, or 7.5%; and other revenue increased $0.1 million, or 5.2%. Our radio stations experienced revenue
increases in a number of categories, specifically, media, financial services, automotive, professional services, home products, travel, pharmaceuticals, restaurants, and hotel and gambling, partially offset by decreases in the home improvement,
financial and beverages categories. Automotive advertising represented 13.3% of radio advertising revenue in 2010 compared to 13.0% in 2009. Automotive advertising revenue increased $0.7 million, or 8.0%, in 2010 compared to 2009. Our radio stations
are working to grow their local customer base by attracting new radio advertising customers with non-traditional advertising programs. Revenue from non-traditional advertising programs was $13.9 million in 2010, an increase of $1.2 million, or 9.4%,
compared to $12.7 million in 2009. Interactive revenue was $1.6 million in 2010, a decrease of $0.1 million, or 6.3%, compared to $1.7 million in 2009. Revenue from non-traditional advertising programs and interactive revenue is reported in local
advertising revenue.



Operating earnings from our
radio stations in 2010 were $14.5 million, an increase of $3.8 million, or 35.2%, compared to $10.7 million in 2009. During 2009, our radio stations recorded a $4.1 million non-cash broadcast license impairment charge and a $2.2 million gain related
to insurance proceeds from our tower replacement in Wichita, Kansas. In 2010, we recorded an additional $0.3 million gain for the completion of the Wichita, Kansas tower replacement. The increase in operating earnings was primarily due to the
non-cash impairment charge recorded in 2009 and the impact from the increase in advertising revenue. Total radio expenses in 2010 were $54.8 million, a decrease of $0.6 million, or 1.0%, compared to $55.4 million in 2009. The decrease in total radio
expenses was primarily due to the decrease in the non-cash broadcast license impairment charge, a decrease of $1.8 million in payroll-related costs, which includes a one-time cash bonus of $0.2 million for employees who were impacted by the wage
reduction program in 2009 and a decrease in bad debt expense. Partially offsetting these expense decreases was a smaller gain related to the Wichita tower replacement, a $1.8 million property impairment charge, an increase in sports rights fees, the
2009 gain recorded on the sale of two Boise, Idaho radio stations and an increase in incentive compensation due to the increase in operating earnings. For 2011, we are selectively adding back expense to invest in our employees, programming, and
products.



Corporate



Revenue and expense eliminations in 2010 were $0.4 million
compared to $0.2 million in 2009. The corporate segment reflects the unallocated costs of our corporate executive management, as well as expenses related to corporate governance. The unallocated expenses were $8.8 million in 2010 compared to $7.3
million in 2009. This increase was primarily due to an increase in the accrual for annual incentive compensation related to the improvement in overall operating earnings of the company and an increase in director stock compensation expense.



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Other Income and Expense and Taxes



Interest income was $0.1 million in 2010 while it was
insignificant in 2009. Interest expense was $3.4 million in 2010 compared to $2.8 million in 2009. The increase in interest expense is due to the increase in borrowing rates under our amended and extended credit agreement entered into on
August 13, 2010 partially offset by the decrease in average borrowings. Amortization of deferred financing costs was $0.6 million in 2010 compared to $0.3 million in 2009.



Our effective tax rate was 38.3% in 2010 compared to 28.2% in
2009. In 2010, our effect tax rate was impacted by the revaluation of deferred tax assets associated with PrimeNet and IPC, which are discontinued operations. In 2009, the effective tax rate was impacted by a settlement with the Wisconsin Department
of Revenue (WDR) and the loss from continuing operations created by the non-cash impairment charge. The settlement with the WDR had a $1.2 million impact on our effective tax rate in 2009.



Discontinued Operations



Gain from discontinued operations, net of income tax
expense, was $3.7 million in 2010 compared to a loss from discontinued operations, net of income tax benefit, of $0.6 million in 2009. Income tax expense was $2.3 million in 2010 compared to an income tax benefit of $0.5 million in 2009.



Revenue from PrimeNet in 2010 was $2.1 million compared to
$20.1 million in 2009. We recorded a $0.8 million net loss from operations and shut down related costs in 2010 compared to a $1.3 million net loss from its operations in 2009.



Revenue from IPC in 2010 was $40.7 million compared to $48.2
million in 2009. We recorded a $1.1 million net gain from operations in 2010 compared to a $0.7 million net gain from its operations in 2009.



Net Earnings



Our net earnings in 2010 were $34.4 million compared to $4.3 million in 2009. The increase was due to the increase in operating earnings
from continuing operations for the reasons described above and by the gain from discontinued operations, partially offset by the increase in provision for income taxes and the increase in interest expense.



Earnings (Loss) per Share for Class A and B Common
Stock



In 2010, basic and diluted net
earnings per share of class A and B common stock were $0.59 for each. This compared to net earnings per share of $0.05 for each in 2009. Basic and diluted earnings per share of class A and B common stock from continuing operations were $0.52 for
each in 2010. This compared to net earnings per share of $0.06 for each in 2009. Basic and diluted earnings per share from discontinued operations were $0.07 in 2010 compared to a net loss of $0.01 for each in 2009.



2009 Compared to 2008



Our consolidated revenue in 2009 was $365.5 million, a
decrease of $86.2 million, or 19.1%, compared to $451.7 million in 2008. Our consolidated operating costs and expenses in 2009 were $222.5 million, a decrease of $37.4 million, or 14.4%, compared to $259.9 million in 2008. Our consolidated selling
and administrative expenses in 2009 were $113.3 million, a decrease of $29.0 million, or 20.4%, compared to $142.3 million in 2008. Non-cash broadcast license impairment charge was $20.1 million in 2009 compared to non-cash goodwill and broadcast
license impairment charges of $375.1 million in 2008.



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The following table presents our total revenue by segment, total operating costs and
expenses, selling and administrative expenses, non-cash goodwill and broadcast license impairment and total operating earnings (loss) as a percent of total revenue for 2009 and 2008:



|                                                                                                                      |  |      |       |   |                        |  |       |      |  |   |                        |   |  |  |       |   
|--------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | - | ---------------------- |  | ----- | ---- |  | - | ---------------------- | - |  |  | ----- | --
|                                                                                                                      |  | 2009 |       |   | Percent ofTotalRevenue |  |       | 2008 |  |   | Percent ofTotalRevenue |  
|                                                                                                                      |  |      |       |   | (dollars in millions)  |  |       |      | 
|Revenue:                                                                                                              |  |      |       |   |                        |  |       |      |  |   |                        |   |  |  |       |   
|Publishing                                                                                                            |  | $    | 194.2 |   |                        |  | 53.1  | %    |  | $ | 242.0                  |   |  |  | 53.5  | % 
|Broadcasting                                                                                                          |  |      | 171.5 |   |                        |  | 46.9  |      |  |   | 209.9                  |   |  |  | 46.5  |   
|Corporate and eliminations                                                                                            |  |      | (0.2  | ) |                        |  |      |      |  |   | (0.2                   | ) |  |  |      |   
|                                                                                                                      |  |      |       |   |                        |  |       |      |  |   |                        |   |  |  |       |   
|Total revenue                                                                                                         |  |      | 365.5 |   |                        |  | 100.0 |      |  |   | 451.7                  |   |  |  | 100.0 |   
|Total operating costs and expenses                                                                                    |  |      | 222.5 |   |                        |  | 60.9  |      |  |   | 259.9                  |   |  |  | 57.6  |   
|Selling and administrative expenses                                                                                   |  |      | 113.3 |   |                        |  | 31.0  |      |  |   | 142.3                  |   |  |  | 31.5  |   
|Goodwill and broadcast license impairment                                                                             |  |      | 20.1  |   |                        |  | 5.5   |      |  |   | 375.1                  |   |  |  | 83.0  |   
|                                                                                                                      |  |      |       |   |                        |  |       |      |  |   |                        |   |  |  |       |   
|Total operating costs and expenses, selling and administrative expenses and goodwill and broadcast license
impairment |  |      | 355.9 |   |                        |  | 97.4  |      |  |   | 777.3                  |   |  |  | 172.1 |   
|                                                                                                                      |  |      |       |   |                        |  |       |      |  |   |                        |   |  |  |       |   
|Total operating earnings (loss)                                                                                       |  | $    | 9.6   |   |                        |  | 2.6   | %    |  | $ | (325.6                 | ) |  |  | (72.1 | )%
|                                                                                                                      |  |      |       |   |                        |  |       |      |  |   |                        |   |  |  |       |   



In addition to the secular
influences affecting the newspaper industry discussed above, the difficult economic environment negatively impacted our publishing, broadcasting and direct marketing services advertising revenue and commercial printing revenue in 2009.



Our publishing business experienced a 44.0% decrease in
classified advertising revenue in 2009 compared to 2008. Retail advertising revenue decreased 19.7% in 2009 compared to 2008 primarily in consumer-driven categories. The most significant decreases were in the furniture and furnishings, dining and
entertainment, finance/insurance, home improvement, health services, department stores, small-retailers, automotive, food, business services, real estate, communications and airline and travel.



At our broadcasting business, advertising revenue decreased
in 2009 compared to 2008 across most categories, the most significant being our largest revenue categoryautomotive. Automotive advertising revenue decreased $15.2 million, or 39.3%, in 2009 compared to 2008 as the domestic automobile industry
experienced an unprecedented decrease in automotive sales. In 2009, political and issue advertising revenue decreased $10.1 million compared to 2008. This is part of the normal two-year advertising cycle which affects our television stations in
particular. Olympic advertising revenue decreased $2.3 million due to the broadcast of the 2008 Summer Olympics on our NBC affiliates in 2008. Partially offsetting the decrease in advertising revenue, retransmission revenue increased $2.9 million in
2009 compared to 2008.



The decrease in total
operating costs and expenses was primarily due to the decrease in revenue, a decrease in payroll-related costs reflecting the savings from workforce reduction initiatives, a decrease in newsprint and paper costs, a $2.2 million gain related to
insurance proceeds from our tower replacement in Wichita, Kansas, a decrease in travel and entertainment expenses, a decrease in legal fees and a decrease in programming expenses. The decrease in selling and administrative expenses was primarily due
to decreases in payroll-related costs reflecting the savings from workforce reduction initiatives, a decrease in agency commissions, a decrease in advertising and promotion expenses and overall cost reduction initiatives as our businesses continue
to reduce expense platforms in response to the decrease in revenue. We recorded a $20.1 million non-cash broadcast license impairment charge in 2009 compared to a $129.2 million non-cash broadcast license impairment charge in 2008. We also recorded
a non-cash goodwill impairment charge of $245.9 million in 2008. Total workforce reduction charges were $5.7 million in 2009 compared to $5.0 million in 2008.



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Our consolidated operating earnings were $9.6 million in 2009 compared to an operating loss
of $325.6 million in 2008. The following table presents our operating earnings (loss) by segment for 2009 and 2008:



|                                |  |      |      |   |                                  |  |       |      |  |   |                              |   |  |  |       |   
|------------------------------- |  | ---- | ---- | - | -------------------------------- |  | ----- | ---- |  | - | ---------------------------- | - |  |  | ----- | --
|                                |  | 2009 |      |   | Percent ofTotalOperatingEarnings |  |       | 2008 |  |   | Percent ofTotalOperatingLoss |  
|                                |  |      |      |   | (dollars in millions)            |  |       |      | 
|Publishing                      |  | $    | 13.8 |   |                                  |  | 143.2 | %    |  | $ | 2.3                          |   |  |  | (0.8  | )%
|Broadcasting                    |  |      | 3.1  |   |                                  |  | 31.8  |      |  |   | (319.6                       | ) |  |  | 98.2  |   
|Corporate                       |  |      | (7.3 | ) |                                  |  | (75.0 | )    |  |   | (8.3                         | ) |  |  | 2.6   |   
|                                |  |      |      |   |                                  |  |       |      |  |   |                              |   |  |  |       |   
|Total operating earnings (loss) |  | $    | 9.6  |   |                                  |  | 100.0 | %    |  | $ | (325.6                       | ) |  |  | 100.0 | % 
|                                |  |      |      |   |                                  |  |       |      |  |   |                              |   |  |  |       |   



The increase in total operating
earnings was primarily due to the decrease in non-cash goodwill and broadcast license impairment charges and the decreases in expenses, partially offset by the decrease in revenue at our publishing and broadcasting businesses.



EBITDA was $35.6 million in 2009 (which included a $20.1
million non-cash broadcast license impairment charge compared to negative EBITDA of $298.8 million in 2008 (which included $375.1 million non-cash goodwill and broadcast license impairment charges). The following table presents a reconciliation of
our consolidated net earnings (loss) to EBITDA for 2009 and 2008:



|                                                                                      |  |                       |      |  |      |   |        |  
|------------------------------------------------------------------------------------- |  | --------------------- | ---- |  | ---- | - | ------ | -
|                                                                                      |  | 2009                  |      |  | 2008 |  
|                                                                                      |  | (dollars in millions) |     
|Net earnings (loss)                                                                   |  | $                     | 4.3  |  |      | $ | (224.4 | )
|(Gain) loss from discontinued operations, net                                         |  |                       | 0.6  |  |      |   | (2.3   | )
|Provision (benefit) for income taxes                                                  |  |                       | 1.9  |  |      |   | (107.0 | )
|Total other expense, net (which is entirely comprised of interest income and expense) |  |                       | 2.8  |  |      |   | 8.2    |  
|Depreciation                                                                          |  |                       | 24.0 |  |      |   | 24.9   |  
|Amortization                                                                          |  |                       | 2.0  |  |      |   | 1.8    |  
|                                                                                      |  |                       |      |  |      |   |        |  
|EBITDA                                                                                |  | $                     | 35.6 |  |      | $ | (298.8 | )
|                                                                                      |  |                       |      |  |      |   |        |  



The increase in EBITDA was
consistent with the increases in our operating earnings for the reasons described above.



Publishing



Revenue from publishing in 2009 was $194.2 million, a decrease of $47.8 million, or 19.7%, compared to $242.0 million in 2008. Operating earnings from publishing were $13.8 million in 2009, an increase of
$11.5 million, or 494.1%, compared to $2.3 million in 2008, which included a non-cash goodwill impairment charge of $16.7 million.



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The following table presents our publishing revenue by category, non-cash goodwill
impairment and operating earnings (loss) for 2009 and 2008:



|                          |  |                       |       |  |                               |   |      |               |  |   |                |  |  |                               |       |  |       |   |       |   |  |   |       |  |  |  |       |  
|------------------------- |  | --------------------- | ----- |  | ----------------------------- | - | ---- | ------------- |  | - | -------------- |  |  | ----------------------------- | ----- |  | ----- | - | ----- | - |  | - | ----- |  |  |  | ----- | -
|                          |  | 2009                  |       |  | 2008                          |   |      | PercentChange | 
|                          |  | DailyNewspaper        |       |  | CommunityNewspapers& Shoppers |   |      | Total         |  |   | DailyNewspaper |  |  | CommunityNewspapers& Shoppers |       |  | Total |   |      
|                          |  | (dollars in millions) |      
|Advertising revenue:      |  |                       |       |  |                               |   |      |               |  |   |                |  |  |                               |       |  |       |   |       |   |  |   |       |  |  |  |       |  
|Retail                    |  | $                     | 66.1  |  |                               | $ | 23.5 |               |  | $ | 89.6           |  |  | $                             | 83.6  |  |       | $ | 27.9  |   |  | $ | 111.5 |  |  |  | (19.7 | )
|Classified                |  |                       | 22.3  |  |                               |   | 5.2  |               |  |   | 27.5           |  |  |                               | 43.4  |  |       |   | 5.7   |   |  |   | 49.1  |  |  |  | (44.0 | )
|National                  |  |                       | 4.9   |  |                               |   |     |               |  |   | 4.9            |  |  |                               | 7.6   |  |       |   |      |   |  |   | 7.6   |  |  |  | (35.1 | )
|Direct marketing          |  |                       | 0.6   |  |                               |   |     |               |  |   | 0.6            |  |  |                               | 3.4   |  |       |   |      |   |  |   | 3.4   |  |  |  | (82.5 | )
|                          |  |                       |       |  |                               |   |      |               |  |   |                |  |  |                               |       |  |       |   |       |   |  |   |       |  |  |  |       |  
|Total advertising revenue |  |                       | 93.9  |  |                               |   | 28.7 |               |  |   | 122.6          |  |  |                               | 138.0 |  |       |   | 33.6  |   |  |   | 171.6 |  |  |  | (28.5 | )
|Circulation revenue       |  |                       | 51.0  |  |                               |   | 2.1  |               |  |   | 53.1           |  |  |                               | 50.5  |  |       |   | 1.3   |   |  |   | 51.8  |  |  |  | 2.5   |  
|Other revenue             |  |                       | 15.2  |  |                               |   | 3.3  |               |  |   | 18.5           |  |  |                               | 14.9  |  |       |   | 3.7   |   |  |   | 18.6  |  |  |  | (0.7  | )
|                          |  |                       |       |  |                               |   |      |               |  |   |                |  |  |                               |       |  |       |   |       |   |  |   |       |  |  |  |       |  
|Total revenue             |  | $                     | 160.1 |  |                               | $ | 34.1 |               |  | $ | 194.2          |  |  | $                             | 203.4 |  |       | $ | 38.6  |   |  | $ | 242.0 |  |  |  | (19.7 | )
|                          |  |                       |       |  |                               |   |      |               |  |   |                |  |  |                               |       |  |       |   |       |   |  |   |       |  |  |  |       |  
|Goodwill impairment       |  | $                     |      |  |                               | $ |     |               |  | $ |               |  |  | $                             | 2.9   |  |       | $ | 13.8  |   |  | $ | 16.7  |  |  |  | NA    |  
|                          |  |                       |       |  |                               |   |      |               |  |   |                |  |  |                               |       |  |       |   |       |   |  |   |       |  |  |  |       |  
|Operating earnings (loss) |  | $                     | 11.8  |  |                               | $ | 2.0  |               |  | $ | 13.8           |  |  | $                             | 14.9  |  |       | $ | (12.6 | ) |  | $ | 2.3   |  |  |  | 494.1 |  
|                          |  |                       |       |  |                               |   |      |               |  |   |                |  |  |                               |       |  |       |   |       |   |  |   |       |  |  |  |       |  



Advertising revenue
accounted for 63.1% of total publishing revenue in 2009 compared to 70.9% in 2008. The difficult economic environment and ongoing secular changes in the newspaper industry caused advertisers to decrease their advertising spending across all of our
advertising revenue categories. In addition, due to the changing mix of revenue categories, frequency and placement of advertising in the newspaper and customer choices to reduce or eliminate the use of color in their ads, we saw a decrease in the
average rate per inch of advertising. This rapid decline in advertising revenue was partially offset by an increase in circulation revenue and commercial delivery revenue.



Retail advertising revenue in 2009 was $89.6 million, a
decrease of $21.9 million, or 19.7%, compared to $111.5 million in 2008. The $17.5 million decrease at our daily newspaper was primarily due to a decrease in ROP and preprint advertising in consumer-driven categories. The most significant decreases
were in the furniture and furnishings, dining and entertainment, finance/insurance, home improvement, health services, department stores, small-retailers, automotive, food, business services, real estate, communications and airline and travel
categories. The same trends persisted in our community newspapers and shoppers business. The $4.4 million decrease in revenue at our community newspapers and shoppers was primarily due to decreases in automotive and real estate advertising,
partially offset by $1.7 million in revenue from publications acquired in Northern Wisconsin and Florida in late 2008.



As a result of the difficult economic environment and the ongoing secular trend of classified advertising transitioning to the internet,
our publishing businesses experienced a significant decrease in classified advertising revenue in 2009 compared to 2008. Classified advertising revenue in 2009 was $27.5 million, a decrease of $21.6 million, or 44.0%, compared to $49.1 million in
2008. At our daily newspaper, print and online classified advertising revenue decreased by 48.8% from 2008. Specifically, the employment category decreased $10.8 million, or 64.6%; automotive decreased $5.0 million, or 54.0%; real estate decreased
$4.4 million, or 44.0% and other decreased $1.0 million, or 13.0%. The average rate per inch of classified advertising decreased primarily due to the significant decrease in employment classified revenue which, historically, has been at a higher
rate than other categories. At our community newspapers and shoppers business, a decrease in automotive, employment and real estate classified advertising revenue was partially offset by an increase in classified advertising revenue from newly
acquired publications in Northern Wisconsin and Florida in late 2008 and an increase in legal classified advertising in Florida due to an increase in foreclosure notices.



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The total decrease in retail and classified automotive ROP and online advertising at our
daily newspaper in 2009 was $6.1 million, or 49.7%, compared to 2008. The decrease was due to a decline in demand for advertising from local dealers and regional dealer associations. Consumers decreased their purchases of new automobiles and, in
response, local dealers and regional dealer associations reduced their costs, including advertising costs.



Interactive advertising revenue is reported in the various advertising revenue categories. Total retail and classified interactive
advertising revenue at our daily newspaper was $9.5 million in 2009, a decrease of $5.2 million, or 35.6%, compared to $14.7 million in 2008. Interactive classified advertising revenue at the daily newspaper was $4.0 million in 2009, a decrease of
$4.8 million, or 54.4%, compared to $8.8 million in 2008. The $4.8 million decrease was primarily due to decreases in automotive classified advertising of $2.8 million, or 80.6%, and employment classified advertising of $2.0 million, or 46.2%. The
difficult economic environment negatively impacted automotive and employment online advertising revenue. In 2009, revenue from automotive online classified advertising at our daily newspaper decreased by 80.6% primarily due to the transition to a
new franchise relationship with CarSoup.com.



National advertising revenue in 2009 was $4.9 million, a decrease of $2.7 million, or 35.1%, compared to $7.6 million in 2008. The
decrease was primarily due to a decrease in ROP and preprint advertising in the business services, airline and travel, small-retailers and food categories, which are predominantly consumer-driven.



Circulation revenue accounted for 27.4% of total publishing
revenue in 2009 compared to 21.4% in 2008. The increase as a percentage of total revenue is due to the decrease in advertising revenue, the overall decline in total revenue and the increase in circulation revenue. Circulation revenue of $53.1
million in 2009 increased $1.3 million, or 2.5%, compared to $51.8 million in 2008. At our daily newspaper, circulation revenue increased due to an increase in daily single copy revenue, following a price increase to 75 cents per daily paper in the
Milwaukee-metro market in January 2009, a change from wholesale rates to retail rates and a price increase in home delivery rates in June 2009. Circulation average rates for the daily and Sunday editions increased on the strength of pricing gains
that more than offset a decrease in the number of copies sold. At our community newspapers and shoppers business, circulation revenue increased due to the publications acquired in Northern Wisconsin in late 2008.



Other revenue, which consists of revenue from promotional and
commercial distribution and commercial printing revenue at our daily newspaper and commercial printing at the printing plants for our community newspapers and shoppers, accounted for 9.5% of total publishing revenue in 2009 compared to 7.7% in 2008.
The increase as a percentage of total revenue was due to the decrease in advertising revenue and the overall decline in total revenue. Other revenue was $18.5 million in 2009, a decrease of $0.1 million, or 0.7%, compared to $18.6 million in 2008.
The $0.3 million increase at our daily newspaper was primarily due to an increase in commercial distribution revenue due to additional routes for USA Todayand promotion revenue partially offset by a decrease in commercial and brokered
printing revenue due to volume declines as certain customers reduced page counts and number of copies and the loss of certain customers. The $0.4 million decrease at our community newspapers and shoppers was due to the loss of certain commercial
printing customers.



In September 2009, our daily
newspaper signed a three-year commercial printing contract to print all of the Pioneer Press Publications, which consist of 39 weekly newspapers serving Northeastern Illinois communities. The Pioneer Press Publications are owned by Sun
Times Media Group, and we printed approximately 112,000 weekly copies. In July 2009, our daily newspaper signed a commercial printing contract with The Kenosha News, a seven-day newspaper located north of the Illinois and Wisconsin border.
This is the first newspaper that has completely outsourced all of its printing and packaging to our production plant. Our daily newspaper printed approximately 26,000 daily and 29,000 Sunday copies, plus weekly and community products.



Publishing operating earnings were $13.8 million in 2009, an
increase of $11.5 million, or 494.1%, compared to $2.3 million in 2008, which included a non-cash goodwill impairment charge of $16.7 million. In an



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effort to partially offset the impact of the decrease in advertising revenue, our publishing businesses continue to reduce their expense platforms. Total expenses decreased $59.3 million, or
24.7%, in 2009 compared to 2008 primarily due to a decrease of $23.3 million in payroll-related costs and the non-cash goodwill impairment charge of $16.7 million in 2008. The charges for workforce reductions were $5.4 million and $4.6 million in
2009 and 2008, respectively. Since the end of 2007, our full-time and part-time employee count for our publishing businesses has decreased by approximately 30.0%. Excluding payroll-related costs, operating costs and expenses decreased $16.0 million
in 2009 compared to 2008, the most significant of which was newsprint and paper costs, online fees and costs related to the TMC product, which was transitioned from mail delivery to carrier delivery, and the direct mail advertising product at our
daily newspaper. Total newsprint and paper costs for our publishing businesses in 2009 were $17.3 million, a decrease of $8.8 million, or 33.7%, compared to $26.1 million in 2008 due to a 23.1% decrease in newsprint consumption and a 16.0% decrease
in average newsprint pricing per metric ton. Consumption of metric tonnes of newsprint in 2009 decreased primarily due to decreases in ROP advertising and editorial pages, average net paid circulation and waste. Online fees at our daily newspaper
decreased by $1.6 million in 2009 compared to 2008 primarily due to the daily newspapers transition to a new franchise relationship with CarSoup.com and due to the decrease in interactive employment classified advertising. Legal fees decreased
by $0.7 million in 2009 compared to 2008 primarily due to a $0.4 million contract termination charge in 2008. Partially offsetting the expense decreases, the daily newspaper increased its sales and use tax reserve by $0.9 million in 2009.



Broadcasting



Revenue from broadcasting in 2009 was $171.5 million, a
decrease of $38.4 million, or 18.3%, compared to $209.9 million in 2008. Operating earnings from broadcasting in 2009 was $3.1 million, which includes a $20.1 million non-cash broadcast license impairment charge and a $2.2 million gain related to
insurance proceeds from our tower replacement in Wichita, Kansas. This compared to an operating loss of $319.6 million in 2008, which includes a $229.2 million non-cash goodwill impairment charge and a $129.2 million non-cash broadcast license
impairment charge.



The following table presents
our broadcasting revenue, non-cash goodwill and broadcast license impairment and operating earnings (loss) for 2009 and 2008:



|                             |  |                       |       |   |       |   |      |                    |  |   |       |  |  |            |       |  |       |   |       |                    |  |   |       |   |  |   |        |   |  |   |        |   |  |  |       |  
|---------------------------- |  | --------------------- | ----- | - | ----- | - | ---- | ------------------ |  | - | ----- |  |  | ---------- | ----- |  | ----- | - | ----- | ------------------ |  | - | ----- | - |  | - | ------ | - |  | - | ------ | - |  |  | ----- | -
|                             |  | 2009                  |       |   | 2008  |   |      | PercentChange      | 
|                             |  | Television            |       |   | Radio |   |      | GoodwillImpairment |  |   | Total |  |  | Television |       |  | Radio |   |       | GoodwillImpairment |  |   | Total |   | 
|                             |  | (dollars in millions) |       |   |       |  
|Revenue                      |  | $                     | 105.4 |   |       | $ | 66.1 |                    |  |   |       |  |  | $          | 171.5 |  |       | $ | 130.6 |                    |  | $ | 79.3  |   |  |   |        |   |  | $ | 209.9  |   |  |  | (18.3 | )
|                             |  |                       |       |   |       |   |      |                    |  |   |       |  |  |            |       |  |       |   |       |                    |  |   |       |   |  |   |        |   |  |   |        |   |  |  |       |  
|Broadcast license impairment |  | $                     | 16.0  |   |       | $ | 4.1  |                    |  |   |       |  |  | $          | 20.1  |  |       | $ | 77.9  |                    |  | $ | 51.3  |   |  |   |        |   |  | $ | 129.2  |   |  |  | NA    |  
|                             |  |                       |       |   |       |   |      |                    |  |   |       |  |  |            |       |  |       |   |       |                    |  |   |       |   |  |   |        |   |  |   |        |   |  |  |       |  
|Operating earnings (loss)    |  | $                     | (7.6  | ) |       | $ | 10.7 |                    |  | $ |      |  |  | $          | 3.1   |  |       | $ | (58.8 | )                  |  | $ | (31.6 | ) |  | $ | (229.2 | ) |  | $ | (319.6 | ) |  |  | NA    |  
|                             |  |                       |       |   |       |   |      |                    |  |   |       |  |  |            |       |  |       |   |       |                    |  |   |       |   |  |   |        |   |  |   |        |   |  |  |       |  



Revenue from our
television stations in 2009 was $105.4 million, a decrease of $25.2 million, or 19.3%, compared to $130.6 million in 2008. The revenue decrease was experienced across all of our television markets, partially offset by incremental revenue of $3.0
million from the 2008 acquisitions of KPSE-TV in Palm Springs, California and KWBA-TV in Sierra Vista, Arizona (Tucson market) and the acquisition of KNIN-TV in Boise, Idaho in 2009. Compared to 2008, local advertising revenue decreased $9.9
million, or 11.5%; political and issue advertising revenue decreased $9.3 million, or 80.0%; national advertising revenue decreased $6.6 million or 23.6%; and Olympic advertising revenue decreased $2.3 million, or 100.0% due to the broadcast of the
2008 Summer Olympics on our NBC affiliates in 2008. In 2009, which is generally considered a non-election year, we recorded higher than expected political and issue advertising revenue due to the national debate on health care reform. Television
advertising revenue and rates in even-numbered years tyicpally benefit from political and issue and advertising because there tends to be more pressure on available inventory as the demand for advertising increases and we have the opportunity to
increase the average unit rates we charge our customers.



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The difficult economic environment negatively impacted our advertising revenue across most
categories, the most significant being our largest revenue category automotive, which represented 14.2% of television advertising revenue in 2009 compared to 20.1% in 2008. Automotive advertising revenue decreased $11.2 million in 2009
compared to 2008 as the automobile industry is experiencing an unprecedented decrease in automotive sales. The lack of automotive advertising had a negative impact on the average unit rate we charge our advertisers. National automotive revenue is
heavily placed in prime time, which helps drive average unit rates among other advertisers. When that placement doesnt occur in prime time, it negatively affects demand and does not allow us the opportunity to increase the rates we can charge
our advertisers even when the sell-out levels are high. The other consumer-driven categories that felt the impact of the economic recession and caused revenue decreases included furniture and electronics, communications, medical, restaurants, home
improvement, retail, entertainment, travel, professional services, home products and beverages. In an effort to overcome the decrease in automotive and other consumer-driven advertising revenue, our television stations sold non-traditional
advertising programs. While revenue from non-traditional advertising programs decreased $0.2 million in 2009 compared to 2008, it increased as a percentage of total revenue from our television stations to 14.0%, up from 11.5%. Interactive revenue
was $1.4 million in 2009, a decrease of $0.3 million, or 17.7%, compared to $1.7 million in 2008. Revenue from non-traditional advertising programs and interactive revenue is reported in local advertising revenue. Partially offsetting the revenue
decreases was an increase in retransmission revenue and local revenue in the supermarkets, financial and media categories. Retransmission revenue increased $2.9 million in 2009 to $4.4 million, compared to $1.5 million in 2008. We finalized
retransmission contracts covering virtually all of the subscribers in our markets.



Operating loss from our television stations in 2009 was $7.6 million compared to $58.8 million in 2008. The decrease in the operating loss was primarily due to the decrease in the non-cash broadcast
license impairment in 2009 compared to 2008 and a decrease in expenses partially offset by the impact from the decrease in advertising revenue. Total television expenses in 2009 were $113.0 million, a decrease of $76.4 million compared to $189.4
million in 2008. The decrease in total television expenses was primarily due to a decrease of $61.9 million in non-cash broadcast license impairment charges, a decrease of $8.9 million in payroll-related costs, a decrease in agency commissions, a
decrease in advertising and promotion expenses, a decrease in syndicated programming expenses, a decrease in bad debt expense, a decrease in travel and entertainment and a decrease in news services. Partially offsetting these expense decreases was
$1.5 million in incremental expenses from television stations acquired in 2008 and 2009, an increase of $0.4 million in legal fees and an increase of $0.2 million in cable retransmission costs.



Revenue from our radio stations in 2009 was $66.1 million, a
decrease of $13.2 million, or 16.7%, compared to 79.3 million in 2008. The revenue decrease was experienced across all of our radio markets. Compared to 2008, local advertising revenue decreased $10.9 million, or 15.8%, national advertising
revenue decreased $1.5 million, or 23.3% and political and issue advertising revenue decreased $0.8 million, or 68.7%. The difficult economic environment negatively impacted our advertising revenue across most categories, the most significant being
our largest revenue categoryautomotive, which represented 13.0% of radio advertising revenue in 2009 compared to 15.9% in 2008. Automotive advertising revenue decreased $4.0 million in 2009 compared to 2008 as the domestic automobile industry
is experiencing an unprecedented decrease in automotive sales. The other consumer-driven categories that felt the impact of the economic recession and caused revenue decreases included communications, home improvement, medical, restaurants, media,
entertainment, restaurants, furniture and electronics, retail, hotel and gambling, education and recreation. Revenue from non-traditional advertising programs increased $0.2 million in 2009 compared to 2008 and it increased as a percentage of total
revenue from our radio stations to 19.3%, up from 15.9%. Interactive revenue was $1.7 million in 2009, a decrease of $0.2 million, or 7.9%, compared to $1.9 million in 2008. Revenue from non-traditional advertising programs and interactive revenue
is reported in local advertising revenue.



Operating earnings from our radio stations in 2009 were $10.7 million compared to an operating loss of $31.6 million in 2008. The increase
in operating earnings was primarily due to the decrease in the non-cash broadcast license impairment in 2009 compared to 2008 and a decrease in expenses partially offset by the impact



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from the decrease in advertising revenue. Total radio expenses in 2009 were $55.4 million, a decrease of $55.5 million compared to $110.9 million in 2008. The decrease in total radio expenses was
primarily due to a decrease of $47.2 million in non-cash broadcast license impairment charges, a decrease of $5.0 million in payroll-related costs, a $2.2 million gain related to insurance proceeds from our tower replacement in Wichita, Kansas that
was destroyed in an ice storm, a decrease in advertising and promotion expenses, a decrease in professional services and a decrease in agency commissions. Partially offsetting these expense decreases was an increase in sports rights fees and an
increase in bad debt expense.



Corporate



Revenue and expense eliminations in 2009
and 2008 were $0.2 million. The corporate segment reflects the unallocated costs of our corporate executive management, as well as expenses related to corporate governance. The unallocated expenses were $7.3 million in 2009 compared to $8.3 million
in 2008. This decrease was primarily due to cost reduction initiatives.



Other Income and Expense and Taxes



Interest income was insignificant in 2009 and 2008. Interest expense was $2.8 million in 2009 compared to $8.2 million in 2008. The decrease was due to a decrease in both the average borrowings during the
year and the interest rate on our borrowings. Amortization of deferred financing costs was $0.3 million in 2009 and 2008.



Our effective tax rate was 28.2% in 2009 compared to an effective tax benefit rate of 32.1% in 2008. In 2009, the effective tax rate was
impacted by the a settlement with the WDR and a favorable adjustment to our income tax reserve due to the expiration of certain statute of limitations. The settlement with the WDR had a $1.2 million impact on our effective tax rate in 2009.
Additionally, in connection with the settlement with the WDR, we received an $8.7 million refund in 2009 from the deposit we made in 2007.



Discontinued Operations



Loss from discontinued operations, net of income tax benefit, was $0.6 million in 2009 compared to a gain from discontinued operations,
net of income tax expense, of $2.3 million in 2009. Income tax benefit was $0.5 million in 2009 compared to income tax expense of $1.0 million in 2008.



Revenue from PrimeNet in 2009 was $20.1 million compared to $28.4 million in 2008. We recorded a $1.3 million net loss from operations in
2009 compared to a $0.6 million net loss from its operations in 2008. Revenue from IPC in 2009 was $48.2 million compared to $65.2 million in 2008. We recorded a $0.7 million net gain from operations in 2009 compared to a $2.5 million net gain from
its operations in 2008. In 2008, we recorded a gain on discontinued operations of $0.4 million for a reduction in the reserve related to a settlement between the Environmental Protection Agency and NorthStar Print Group, Inc.



Net Earnings (Loss)



Our net earnings in 2009 were $4.3 million compared to a net
loss of $224.4 million in 2008. The increase was due to the increase in operating earnings from continuing operations for the reasons described above and by the decrease in interest expense, partially offset by the increase in income tax expense and
the decrease in gain from discontinued operations.



Earnings (Loss) per Share for Class A and B Common Stock



In 2009, basic and diluted net earnings per share of class A and B common stock were $0.05 for each. This
compared to net loss per share of $4.36 for each in 2008. Basic and diluted earnings per share of class A and B common stock from continuing operations were $0.06 for each in 2009. Basic and diluted loss per share from continuing operations was
$4.40 for each in 2008. Basic and diluted loss per share from discontinued operations were $0.01 for each in 2009 compared to net earnings of $0.04 for each in 2008.



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Liquidity and Capital Resources



Our cash balance was $2.1 million as of December 26,
2010. We believe our expected cash flows from operations and borrowings available under our credit facility, of $217.7 million as of December 26, 2010, will meet our needs for the short-and long-term. During 2009 and 2010, we collectively
reduced our notes payable to banks by $140.5 million. We expect to continue to pay down our notes payable to banks, selectively invest resources in digital initiatives, our brands, employees, programming, products and capital projects while
remaining in compliance with our debt covenants.



On August 13, 2010, we entered into an amendment of our formerly unsecured credit facility which, among other things, provided for
the pledge of certain collateral by us and our subsidiaries (as amended, the secured credit facility). In connection with this amendment, certain lenders reduced their commitments to $225.0 million and extended the expiration date to
December 2, 2013 (extending lenders). The remaining lenders, with commitments that remain unchanged at $74.0 million, did not extend the original maturity date of June 2, 2011 (non-extending lenders). Since August 13, 2010, there has
been no outstanding principal amount of revolving loans drawn under the commitments maturing on June 2, 2011. The secured credit facility is secured by liens on certain of our assets and the assets of our subsidiaries and contains affirmative,
negative and financial covenants which are customary for financings of this type, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on dispositions and restrictions on dividends.
At our option, the commitments under the secured credit facility may be increased from time to time to an aggregate amount of incremental commitments not to exceed $100.0 million. The increase option is subject to the satisfaction of certain
conditions, including the identification of lenders (which may include existing lenders or new lenders) willing to provide the additional commitments.



Our borrowings from extending lenders under the secured credit facility incur interest at either LIBOR plus a margin that ranges from
225.0 basis points to 350.0 basis points, depending on our leverage, or (i) the base rate, which equals the highest of the prime rate set by U.S. Bank National Association, the Federal Funds Rate plus 100.0 basis points or one-month LIBOR plus
150.0 basis points, plus (ii) a margin that ranges from 125.0 basis points to 250.0 basis points, depending on our leverage. Our borrowings from non-extending lenders under the secured credit facility incur interest at either LIBOR plus a
margin that ranges from 37.5 basis points to 87.5 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 100 basis points. As of December 26, 2010
and December 27, 2009, we had borrowings of $74.6 million and $151.4 million, respectively, under our credit facility at a weighted average rate of 3.06% and 1.00%, respectively. Cash provided by operating activities and the proceeds from the
sale of IPC were used primarily to decrease our borrowings during 2010.



Fees in connection with the secured credit facility of $3.3 million and the unamortized deferred financing costs from the unsecured revolving credit facility of $0.2 million are being amortized over the
term of the secured credit facility using the effective interest method. Unamortized deferred financing costs related to the non-extending lenders are being amortized over the remaining term of the unsecured credit facility using the effective
interest method.



We estimate the fair value of
our secured credit facility at December 26, 2010 to be $72.5 million, based on discounted cash flows using an interest rate of 4.05%. We estimated the fair value of our unsecured revolving facility at December 27, 2009 to be $143.7 million,
based on discounted cash flows using an interest rate of 4.47%. These fair value measurements fall within level 3 of the fair value hierarchy.



The secured credit facility contains the following financial covenants, which remain constant over the term of the agreement:



| |  |  | A consolidated funded debt ratio of not greater than 3.50-to-1, as determined for the four fiscal quarter period preceding the date of determination.
This ratio compares, for any period, our funded debt to our consolidated EBITDA, defined in the secured credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals and
non-cash charges. As of December 26, 2010, our consolidated funded debt ratio was 0.89-to-1. Our current maximum borrowing capacity was $292.3 million. As of December 26, 2010, we are able to borrow an additional $217.7 million under our
secured credit facility. Our future borrowing capacity is subject to change due to the changes in our future operating results.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | A minimum interest coverage ratio of not less than 3-to-1, as determined for the four fiscal quarter period preceding the date of determination. This
ratio compares, for any period, our consolidated EBITDA, defined in the secured credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals and non-cash charges, to our
interest expense. As of December 26, 2010, our interest coverage ratio was 24.84-to-1.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Given the uncertain economic environment, one or more of the lenders in our secured credit facility syndicate could fail or be unable to
fund future draws thereunder or take other positions adverse to us. In such an event, our liquidity could be severely constrained with an adverse impact on our ability to operate our businesses.



We have $2.5 million of standby letters of credit for
business insurance purposes.



During 2009, we
undertook several actions, along with our workforce reduction initiatives, in order to offset decreases in revenue and to help maintain financial flexibility in the difficult economic environment. In February 2009, we suspended our matching
contribution to our 401(k) plan through 2010. In March 2009, our board of directors approved an amendment to our 401(k) plan to suspend the annual employer contribution for all active employees and an amendment to our pension plans to suspend
benefit accruals for 18 months beginning July 1, 2009. In April 2009, a 6% employee-wage reduction program was initiated for most full-time employees for the remainder of 2009. We maintained the broad-based reduced compensation levels during
2010; however, we provided a one-time cash bonus totaling $1.5 million in the third quarter of 2010 for the employees affected by the 2009 wage reduction programs and who do not participate in our annual management incentive plan.



On October 12, 2010, our board of directors approved an
amendment to our qualified defined benefit pension plan to permanently suspend the plan and permanently cease all benefit accruals under the plan effective January 1, 2011 for all active participants, except for any employee covered by a
collective bargaining agreement which requires us to bargain over the permanent suspension of the plan accruals. We also permanently suspended the unfunded non-qualified plan that provided additional benefits to certain employees whose benefits
under the pension plan and 401(k) plan were restricted due to limitations imposed by the Internal Revenue Service. For employees not covered by the qualified defined benefit pension plan, the 401(k) plan was also amended on October 12, 2010.
The annual employer contribution will no longer be a component of the 401(k) plan effective January 1, 2011. In addition, effective January 1, 2011, the current matching contribution to our 401(k) plan has been enhanced. Prior to the
suspension in February 2009, we contributed $0.50 for each dollar contributed by the 401(k) participant, up to 5% of their eligible wages for a maximum match of 2.5% of eligible wages as defined by the 401(k) plan. Starting January 1, 2011, we
began contributing $0.50 for each dollar contributed by the 401(k) participant, up to 7% of their eligible wages for a maximum match of 3.5% of eligible wages as defined by the 401(k) plan.



In 2009 and 2010, we made significant progress to align our costs with the changing nature of our businesses
and the decrease in revenue. Our liability for separation benefits of $1.4 million as of December 26, 2010 will be paid during the next two years. The ongoing costs associated with workforce reductions during the year ended December 26,
2010 and December 27, 2009 were as follows:



|                                  |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 
|--------------------------------- |  | --------------------------- | --- |  | ---------------------------- | - | --- | ------------------------------ |  | - | --------------------------- | - |  | - | --- | 
|                                  |  | Balance atDecember 27, 2009 |     |  | Charge forSeparationBenefits |   |     | Payments forSeparationBenefits |  |   | Balance atDecember 26, 2010 |  
|                                  |  |                             |     |  | (dollars in millions)        |   |     |                                | 
|Publishing                        |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 
|Daily newspaper                   |  | $                           | 1.5 |  |                              | $ | 1.7 |                                |  | $ | (1.8                        | ) |  | $ | 1.4 | 
|Community newspapers and shoppers |  |                             |    |  |                              |   | 0.1 |                                |  |   | (0.1                        | ) |  |   |    | 
|                                  |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 
|Total publishing                  |  |                             | 1.5 |  |                              |   | 1.8 |                                |  |   | (1.9                        | ) |  |   | 1.4 | 
|Broadcasting                      |  |                             | 0.2 |  |                              |   | 0.4 |                                |  |   | (0.6                        | ) |  |   |    | 
|                                  |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 
|Total                             |  | $                           | 1.7 |  |                              | $ | 2.2 |                                |  | $ | (2.5                        | ) |  | $ | 1.4 | 
|                                  |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 



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|                                  |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 
|--------------------------------- |  | --------------------------- | --- |  | ---------------------------- | - | --- | ------------------------------ |  | - | --------------------------- | - |  | - | --- | 
|                                  |  | Balance atDecember 28, 2008 |     |  | Charge forSeparationBenefits |   |     | Payments forSeparationBenefits |  |   | Balance atDecember 27, 2009 |  
|                                  |  |                             |     |  | (dollars in millions)        |   |     |                                | 
|Publishing                        |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 
|Daily newspaper                   |  | $                           | 0.6 |  |                              | $ | 5.2 |                                |  | $ | (4.3                        | ) |  | $ | 1.5 | 
|Community newspapers and shoppers |  |                             |    |  |                              |   | 0.2 |                                |  |   | (0.2                        | ) |  |   |    | 
|                                  |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 
|Total publishing                  |  |                             | 0.6 |  |                              |   | 5.4 |                                |  |   | (4.5                        | ) |  |   | 1.5 | 
|Broadcasting                      |  |                             |    |  |                              |   | 0.3 |                                |  |   | (0.1                        | ) |  |   | 0.2 | 
|                                  |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 
|Total                             |  | $                           | 0.6 |  |                              | $ | 5.7 |                                |  | $ | (4.6                        | ) |  | $ | 1.7 | 
|                                  |  |                             |     |  |                              |   |     |                                |  |   |                             |   |  |   |     | 



Dividends



Our board of directors made a decision
to reduce our first quarter 2009 dividend on our class A and class B shares to $0.02 per share from $0.08 per shares in each quarter of 2008. The quarterly dividend on our class C shares remained at its historical level for the first quarter of
2009. In April 2009, our board of directors suspended dividends on our class A and class B shares given the challenging economic environment at the time. Our board of directors also suspended the payment of the cumulative dividend on our class
C shares. The accumulated class C dividend of approximately $0.14 per share must be paid prior to the payment of any future dividends on our class A and class B shares. As of February 8, 2011, we had $3.7 million accrued for class C
dividends. Our board of directors consistently reviews our dividend payment policy, as well as our ability to pay cash dividends, at each quarterly board of directors meeting.



Acquisition and Sale



On April 23, 2009, Journal Broadcast Group, Inc. and
Journal Broadcast Corporation, our broadcasting businesses, completed the asset purchase of KNIN-TV from Banks Boise, Inc. for $6.6 million. KNIN-TV is the CW Network affiliate serving the Boise, Idaho market. We also own KIVI-TV, the ABC affiliate,
and four radio stations in Boise, Idaho.



On
September 25, 2009, Journal Broadcast Group, Inc. and Journal Broadcast Corporation, our broadcasting businesses, completed the asset sale of KGEM-AM and KCID-AM in Boise, Idaho to Salt & Light Radio, Inc., an Idaho non-profit
corporation, for $1.0 million. We recorded a $0.3 million gain on the sale of these assets.



Cash Flow



Continuing Operations



During 2010 and 2009, we primarily used our cash to reduce our notes payable to banks. We are accomplishing this reduction, in part, by suspending payment of cash dividends to shareholders, increasing
efforts to collect receivables and extending payment terms for our payables.



Cash provided by operating activities was $71.4 million in 2010 compared to $68.6 million in 2009. The increase was primarily due to an increase in earnings from continuing operations partially offset by
income tax refunds received in 2009 of $13.6 million, which included an $8.7 million refund of an income and franchise tax audit payment due to a settlement with the Wisconsin Department of Revenue in 2009.



Cash provided by investing activities was $6.2 million in
2010 compared to cash used for investing activities of $11.6 million in 2009. Capital expenditures were $9.4 million in 2010 compared to $7.7 million in 2009. Our capital expenditures at our daily newspaper in 2010 related primarily to production
equipment and building improvements. In our broadcasting segment, our capital expenditures in 2010 primarily related to various technology upgrades and completing a replacement of a tower that was destroyed in an ice storm in 2009. In 2009, we
received $2.0 million in insurance proceeds for our tower that was destroyed in an ice storm, and in 2010, we received an additional $0.7 million for such tower. We believe these capital expenditures will help us to better serve our advertisers,
viewers and listeners and will facilitate our cost control initiatives. In 2011, our capital expenditures



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are expected to increase compared to our capital expenditures in 2010 primarily for high definition equipment and building upgrades. In 2010, we received $14.0 million in proceeds from the sale
of IPC and we currently expect to receive $0.2 million in proceeds from the minimum guaranteed commission and seller financing of working capital from the sale of the Clearwater, Florida based operations of PrimeNet. During 2009, we acquired KNIN-TV
in Boise, Idaho for $6.6 million and we received $0.5 million for the sale of KGEM-AM and KCID-AM.



Cash used for financing activities was $79.7 million in 2010 compared to $65.1 million in 2009. Borrowings under our credit facility in 2010 were $89.0 million and we made payments of $165.8 million,
reflecting a $76.8 million decrease in our notes payable to banks compared to borrowings of $131.7 million and payments of $195.4 million in 2009 for a decrease in our notes payable to banks of $63.7 million. In 2010, we paid $3.3 million in
financing costs to amend and extend our credit agreement. We did not pay cash dividends in 2010 while we paid $1.5 million in cash dividends in 2009.



Discontinued Operations



Cash provided by discontinued operations was $0.9 million in 2010 compared to $7.5 million 2009. The decrease was due to a decrease in
cash generated from working capital.



Contractual Obligations



Our contractual obligations as of
December 26, 2010 are summarized below.



|                                             |  |                        |       |  |                 |   |      |          |  |   |          |  |  |                  |      |  |  |   |      | 
|-------------------------------------------- |  | ---------------------- | ----- |  | --------------- | - | ---- | -------- |  | - | -------- |  |  | ---------------- | ---- |  |  | - | ---- | 
|                                             |  | Payments due by Period |      
|                                             |  | Total                  |       |  | Less than1 year |   |      | 1-3years |  |   | 3-5years |  |  | More than5 years |     
|                                             |  | (dollars in millions)  |      
|Contractual obligations                      |  |                        |       |  |                 |   |      |          |  |   |          |  |  |                  |     
|Long-term notes payable to banks(1)          |  | $                      | 81.3  |  |                 | $ | 2.3  |          |  | $ | 79.0     |  |  | $                |     |  |  | $ |     | 
|Pension and other postretirement benefits(2) |  |                        | 36.4  |  |                 |   | 1.8  |          |  |   | 12.4     |  |  |                  | 11.9 |  |  |   | 10.3 | 
|Syndicated programs                          |  |                        | 25.0  |  |                 |   | 13.6 |          |  |   | 10.9     |  |  |                  | 0.5  |  |  |   |     | 
|Purchase commitments                         |  |                        | 16.9  |  |                 |   | 5.3  |          |  |   | 9.5      |  |  |                  | 2.1  |  |  |   |     | 
|Operating leases                             |  |                        | 10.0  |  |                 |   | 2.9  |          |  |   | 3.4      |  |  |                  | 1.6  |  |  |   | 2.1  | 
|Other liabilities(3)                         |  |                        | 9.1   |  |                 |   | 3.1  |          |  |   | 1.8      |  |  |                  | 0.5  |  |  |   | 3.7  | 
|                                             |  |                        |       |  |                 |   |      |          |  |   |          |  |  |                  |      |  |  |   |      | 
|Total                                        |  | $                      | 178.7 |  |                 | $ | 29.0 |          |  | $ | 117.0    |  |  | $                | 16.6 |  |  | $ | 16.1 | 
|                                             |  |                        |       |  |                 |   |      |          |  |   |          |  |  |                  |      |  |  |   |      | 



|(1) | Includes the associated interest calculated on our outstanding borrowings of $74.6 million as of December 26, 2010 at a weighted average rate of 3.06%.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | For the pension and other postretirement benefits, payments included in the table have been actuarially estimated over a ten-year period. These payments are expected to
be funded directly from company assets through 2020. While benefit payments under these benefit plans are expected to continue beyond 2020, we believe that an estimate beyond this period is unreasonable.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes accrued dividends payable on class C common stock of $3.2 million, which we currently estimate will be paid in more than five years.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



Our secured credit facility with extending lenders expires on
December 2, 2013. The commitments of the non-extending lenders expire on June 2, 2011. Since August 13, 2010, there has been no outstanding principal amount of revolving loans drawn under the commitments maturing on June 2, 2011.



Based on actuarial estimates, we expect to make
contributions of $16.7 million to the qualified pension plan over a ten-year period. If actual results differ from the estimates used, the amount of contributions to the qualified pension plan would likely change. As of December 26, 2010, we
expect to make payments over a ten-year period for the non-qualified pension plan and other postretirement benefit plan of $5.8 million and $13.9 million, respectively.



Syndicated programs consists of programs available for
broadcast, as recorded in our consolidated balance sheet, and programs we are committed to purchase that currently are not available for broadcast, including



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programs not yet produced. Over the next five years, we are committed to purchase and provide advertising time in the amount of $11.2 million for television program rights.



We have several purchase commitments as of December 26,
2010. We have purchase commitments at our broadcasting business related to audience research services for $11.1 million, license fees and maintenance for an order entry and billing system for $4.4 million, weather media services for $0.9 million,
telephone and data equipment for $0.2 million, a sales application and inventory system for $0.2 million, and a digital media application for $0.1 million.



We lease office space, certain broadcasting facilities, distribution centers, buildings used for printing plants and equipment under both
short-term and long-term leases accounted for as operating leases. Some of the lease agreements contain renewal options and rental escalation clauses, as well as provisions for the payment of utilities, maintenance and taxes.



Other liabilities consist primarily of obligations for
severance, unrecognized tax benefits, accrued dividends payable on our class C common stock, capital leases, deferred compensation, a multi-employer pension withdrawal liability and an amount due to Walsworth per the IPC sale agreement.



As of December 26, 2010, our expected payment for
significant contractual obligations includes approximately $1.2 million for our liability for unrecognized tax benefits and related interest income/expense and penalties. We have estimated that our liability for unrecognized tax benefits will be
settled as follows: $0.6 million will occur in less than one year and $0.6 million will occur in one to three years.



Off-Balance Sheet Arrangements



We do not engage in off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
with unconsolidated entities or other persons that may have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
We do not rely on off-balance sheet arrangements for liquidity, capital resources, market risk support, credit risk support or other benefits.



Critical Accounting Policies



Our managements discussion and analysis of financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related footnote disclosures. On an on-going basis, we evaluate our estimates, including those related to doubtful accounts, property and equipment, intangible assets, income taxes, litigation, and pension and other
postretirement benefits. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. We do not believe our past results have differed materially from these estimates; however, we cannot predict how actual results may differ from these estimates in the
future.



We believe the following critical
accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.



Allowance for doubtful accounts



We evaluate the collectability of our accounts receivable based on a combination of factors. We specifically review historical write-off
activity by market, large customer concentrations, customer creditworthiness and changes in our customer payment patterns and terms when evaluating the adequacy of the allowance for doubtful accounts. In circumstances where we are aware of a
specific customers inability to meet its financial obligations



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to us (such as bankruptcy filings, credit history, etc.), we record a specific reserve for bad debts against amounts due us to reduce the net recognized receivable to the amount we reasonably
believe will be collected. For all other customers, we recognize reserves for bad debts based on past loss history, the length of time the receivables are past due and the current business environment. If our evaluations of the collectability of our
accounts receivable differ from actual results, increases or decreases in bad debt expense and allowances may be required.



Property and equipment and definite-lived intangibles



We assign useful lives for our property and equipment and
definite-lived intangibles based on our estimate of the amount of time that we will use those assets and we have selected the straight-line method to depreciate our property and equipment and definite-lived intangibles. A change in the estimated
useful lives or the depreciation or amortization method used could have a material impact upon our results of operations.



Accounting standards require that, if the sum of the future cash flows expected to result from an asset or group of assets, undiscounted
and without interest charges, is less than the carrying amount of the asset or group of assets, an asset impairment must be recognized in the financial statements. An evaluation of impairment of our property and equipment and definite-lived
intangibles was performed in 2010. A decision was made to consolidate the radio and television operations in Omaha, Nebraska and sell one of the buildings. Accordingly, we recorded a charge of $1.8 million for the impairment of property at our
broadcasting business. The estimated future cash flows related to an asset or group of assets is highly susceptible to change because we must make assumptions about future revenue and the related cost of sales. Changes in our assumptions could
require us to recognize a loss for asset impairment in the future.



Impairment of goodwill and indefinite-lived intangibles



Goodwill and broadcast licenses accounted for 21.2% and 19.2% of total assets as of December 26, 2010 and December 27, 2009,
respectively. The interim and annual impairment tests for goodwill and broadcast licenses in accordance with the FASBs guidance for goodwill and intangible assets require us to make certain assumptions in determining fair value, including
assumptions about the cash flow growth rates of our businesses. Additionally, the fair values are significantly impacted by factors including competitive industry valuations and long-term interest rates that exist at the time the annual impairment
tests are performed. Accordingly, we may incur additional impairment charges in future periods to the extent we do not achieve our expected cash flow growth rates, and to the extent that market values and long-term interest rates in general decrease
and increase, respectively.



The recoverability of
goodwill is measured at the reporting unit level, which is defined as either an operating segment or one level below an operating segment. A component is a reporting unit when the component constitutes a business for which discreet financial
information is available and segment management regularly reviews the operating results of the component. Components may be combined into one reporting unit when they have similar economic characteristics. We have three reporting units and we have
allocated goodwill to two of them as of September 27, 2010, the date of our annual impairment test.



For purposes of testing the carrying values of goodwill related to our reporting units, we determined fair value by using an income and a
market valuation approach. The income approach uses expected cash flows for each reporting unit. The cash flows were then discounted for risk and time value. In addition, the present value of the projected residual value was estimated and added to
the present value of the cash flows. The market approach was based on price multiples of publicly traded stocks of comparable companies to derive fair value. Each approach was weighted equally to determine a fair value estimate of each reporting
unit.



We based our fair value estimates, in large
measure, on projected financial information, which are unobservable level 3 inputs per the FASBs fair value hierarchy and which we believe to be reasonable. However, actual future results may differ from those projections, and those
differences may be material. The valuation methodology used to estimate the fair value of our total company and our reporting units requires inputs and assumptions (i.e. market growth, operating profit margins, and discount rates) that reflect
current



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market conditions as well as management judgment. The current economic downturn has negatively impacted many of those inputs and assumptions. If expected cash flows of our community newspapers
and shoppers reporting unit continues to deteriorate and management concludes expected cash flows will not improve within a reasonable period of time, we may be required to recognize a goodwill impairment charge in future periods, which could have
an adverse impact on our financial condition and results of operations.



For broadcast licenses at individual television and radio stations, we used an income approach to estimate fair value. The fair value estimates of our broadcast licenses contain significant assumptions
incorporating variables that are based on past experiences and judgments about future performance using industry normalized information for an average station within a market with the type of signal that each subject station produces. These
variables include, but are not limited to: the forecasted growth rate of each market, (including market population, household income and retail sales), market share and profit margins of an average station within a market, estimated capital
expenditures and start-up costs, risk-adjusted discount rate, likely media competition within the market and expected growth rates into perpetuity to estimate terminal values. Adverse changes in significant assumptions such as an increase in
discount rates or a decrease in projected market revenues could result in additional non-cash impairment charges on our broadcast licenses in future periods, which could have a material impact on our financial condition and results of operations.



Accrued income taxes



The Internal Revenue Service (IRS) and various state
Departments of Revenue routinely examine our federal and state tax returns. We believe our tax positions comply with applicable tax law, and we would vigorously defend these positions if challenged. The final disposition of any positions challenged
by the IRS or state Departments of Revenue could require us to make additional tax payments or have an impact on our effective tax rate. Nonetheless, we believe that we have adequately reserved for any foreseeable payments related to such matters
and consequently do not anticipate any material earnings impact from the ultimate resolution of such matters. As of December 26, 2010 and December 27, 2009, our liabilities for unrecognized tax benefits and related interest and penalties
were $1.2 million and $1.4 million, respectively.



We deduct broadcast licenses and tax-deductible goodwill over a period of 15 years from the date of acquisition. The non-cash goodwill and
broadcast license impairment charges recorded during 2008 and the non-cash broadcast license impairment charge recorded in 2009 are not currently deductible for income tax purposes and have caused us to recognize deferred tax assets. We believe it
is more likely than not that we will realize a tax benefit for our of our deferred tax assets and we believe that they will be utilized to offset future taxable income over the next 20 years in accordance with current income tax law. In the future,
we may be required to record a valuation allowance against our deferred tax assets if we have future operating losses or reductions in our expected future profitability which would cause us to believe we would be unable to utilize them.



Accrued litigation



We are subject to various legal actions, administrative
proceedings and claims. When necessary, we record a liability for an estimate of the probable costs for the resolution of such claims. The estimate would be developed in consultation with counsel and would be based upon an analysis of potential
results, assuming a combination of litigation and settlement strategies. We believe that such unresolved legal actions and claims would not materially affect our results of operations, financial position or cash flows.



Employee benefits



We are self-insured for a majority of our employee related
health and disability benefits and workers compensation claims. Third party administrators are used to process all claims. Liabilities for unpaid claims are based on our historical claims experience. Liabilities for workers compensation claims are
developed from actuarial valuations. Actual amounts could vary significantly from such estimates which would require us to record additional expense in the future.



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There are certain assumptions that have a significant effect on our obligations, such as:



| |  |  | the discount rateused to arrive at the net present value of the obligations and expense;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | the return on assetsused to estimate the growth in invested asset value available to satisfy certain obligations;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | the salary increasesused to calculate the impact future pay increases will have on pension obligations; and
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the employee turnover statisticsused to estimate the number of employees to be paid pension benefits.
| | - |  | ------------------------------------------------------------------------------------------------------



The assumptions used in accounting for pension benefits and
other postretirement benefits for 2010 and 2009 are:



|                                               |  |                  |           |   |                              |  |      |      |  |  |      |   |  |  |      |  
|---------------------------------------------- |  | ---------------- | --------- | - | ---------------------------- |  | ---- | ---- |  |  | ---- | - |  |  | ---- | -
|                                               |  | Pension Benefits |           |   | OtherPostretirement Benefits | 
|                                               |  | 2010             |           |   | 2009                         |  |      | 2010 |  |  | 2009 |  
|Discount rate for expense                      |  |                  | 5.70/4.70 | % |                              |  | 6.50 | %    |  |  | 5.50 | % |  |  | 6.15 | %
|Discount rate for obligations                  |  |                  | 5.35      |   |                              |  | 5.70 |      |  |  | 4.95 |   |  |  | 5.50 |  
|Rate of compensation increases for expense     |  |                  | 4.80      |   |                              |  | 4.80 |      |  |  |     |   |  |  |     |  
|Rate of compensation increases for obligations |  |                  |          |   |                              |  | 4.80 |      |  |  |     |   |  |  |     |  
|Expected return on plan assets                 |  |                  | 8.50/8.25 | % |                              |  | 8.50 |      |  |  |     |   |  |  |     |  



For our pension plans, as of December 26, 2010, a one percent increase or decrease in the discount rate would have the following
effects (in millions):



|                                                                |  |            |       |   |            |   |      | 
|--------------------------------------------------------------- |  | ---------- | ----- | - | ---------- | - | ---- | 
|                                                                |  | 1%Increase |       |   | 1%Decrease |  
|Effect on total of service and interest cost components in 2010 |  | $          | (1.4  | ) |            | $ | 1.7  | 
|Effect on pension benefit obligation as of December 26, 2010    |  |            | (16.2 | ) |            |   | 18.9 | 



To determine the discount rate assumptions for the pension and the other postretirement benefit plans, we studied our plans specific
discount rate by matching our projected benefit payments to a yield curve developed from high grade corporate bonds. The results of those studies were used as the benchmark to determine the discount rate assumptions.



We study historical markets to determine the long-term rate
of return assumption for pension plan assets. We preserved the long-term historical relationships between equities and fixed-income securities consistent with the widely accepted capital market principle that assets with higher volatility generate a
greater return over the long run. We evaluate current market factors such as inflation and interest rates before we determine long-term capital market assumptions. We review peer data and historical returns to check for reasonability and
appropriateness.



We make other assumptions that
affect the accounting for pension benefits, such as the rate of compensation increase. Changes in these assumptions affect the benefit obligations and the service and interest cost components of the pension plan and the other postretirement plan and
the required funding of the pension plan. We review these assumptions on an annual basis.



The discount rate and medical cost inflation assumptions could have a significant effect on our other postretirement benefits obligations. The discount rate is used to arrive at the net present value of
the obligation. The health care cost trend rate is used to calculate the impact future medical costs would have on postretirement obligations. A one percent increase or decrease in the assumed health care cost trend rate would have the following
effects:



|                                                                    |  |            |                |  |            |  |                 |  
|------------------------------------------------------------------- |  | ---------- | -------------- |  | ---------- |  | --------------- | -
|                                                                    |  | 1%Increase |                |  | 1%Decrease | 
|Effect on total of service and interest cost components in 2010     |  |            | less than $0.1 |  |            |  | less than $(0.1 | )
|Effect on postretirement benefit obligation as of December 26, 2010 |  |            | $0.2           |  |            |  | $(0.2           | )



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New Accounting Standards



In December 2010, the FASB issued amended guidance for
goodwill. The guidance requires entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing step one of the goodwill impairment test is zero or negative. The guidance modifies step one
so that for those reporting units, an entity is required to perform step two of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill
impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit
be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This guidance is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2010, with no early adoption permitted. We will adopt this guidance in the first quarter of 2011. We do not expect the adoption of this guidance to have an impact on our consolidated
financial statements.



In December 2010, the FASB
issued amended guidance for business combinations. The guidance requires a public entity that presents comparative financial statements to disclose revenue and earnings of the combined entity as though the material business combination(s) on an
individual or aggregate basis that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This guidance also expands the supplemental pro forma disclosures to include a description of
the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This guidance is effective prospectively for business combinations for
which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. We will adopt this guidance for business combination in the first quarter
of 2011. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.



In July 2010, the FASB issued amended guidance for receivables. The guidance requires new disclosures about the credit quality of
financing receivables and the allowance for credit losses. This guidance for disclosures as of the end of a reporting period is effective for interim and annual periods ending on or after December 15, 2010. We have adopted this guidance for our
financing receivables as of December 26, 2010. The guidance for disclosures about activity that occurs during a period is effective for interim and annual reporting periods beginning on or after December 15, 2010. We will adopt this
guidance for activity that occurs for our financing receivables in the first quarter of 2011. We do not expect the adoption of these disclosures to have a material impact on our consolidated financial statements.



In January 2010, the FASB issued amended guidance for fair
value measurements and disclosures. The guidance requires new disclosures about the transfers between Levels 1 and 2 and clarifies existing disclosures about the different classes of assets and liabilities measured at fair value and the valuation
techniques and inputs used for fair value measurements which fall in either Level 2 or 3. This guidance is effective for interim and annual periods beginning after December 15, 2009. We adopted this guidance in the first quarter of 2010 and the
adoption did not have a material impact on our consolidated financial statements. The guidance also requires new disclosures about purchases, sales, issuances, and settlements in the roll forward of activity for Level 3 fair value measurements.
Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. We do not expect the adoption of these disclosures to have a material impact on our consolidated financial
statements.



In 2009, the FASB issued amended
guidance for consolidating variable interest entities (VIEs). The guidance amends the evaluation criteria to identify the primary beneficiary of a variable interest entity and requires ongoing reassessment of whether an enterprise is the primary
beneficiary of the variable interest entity. The guidance also replaces the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on
identifying which reporting entity has the power to direct the activities of a VIE that most significantly impact the entitys



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economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. The amended guidance also requires additional
disclosures about a reporting entitys involvement in VIEs. We adopted this guidance in the first quarter of 2010. The impact of this guidance has resulted in the consolidation of an unrelated party, ACE TV, Inc. The guidance was applied
retrospectively with a cumulative-effect adjustment to noncontrolling interest as of the beginning of fiscal year 2010. See Note 8, Variable Interest Entity, to our consolidated financial statements.



In October 2009, the FASB amended the accounting standards
related to revenue recognition for arrangements with multiple deliverables. This new guidance requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables, based on their relative selling price. The
guidance also establishes a hierarchy for determining the selling price of a deliverable which is based on vendor-specific objective evidence, third-party evidence, or management estimates. We will adopt this guidance in the first quarter of 2011.
We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.



Effect of Inflation



Our results of operations and financial condition have not been significantly affected by general inflation. We have reduced the effects of rising costs through improvements in productivity, cost
containment programs and, where the competitive environment permits, increased selling prices. However, changes in newsprint prices could have an adverse impact on costs, which we may not be able to offset fully in our pricing or cost containment
programs.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------



We are exposed to market risk stemming from changes in
interest rates on our long-term notes payable to banks, which are borrowings under our unsecured revolving credit facility, and in prices for newsprint. Changes in these factors could cause fluctuations in our net earnings and cash flows. Interest
rates on our long-term notes payable to banks are variable. Our borrowings from extending lenders under the secured credit facility incur interest at either LIBOR plus a margin that ranges from 225.0 basis points to 350.0 basis points, depending on
our leverage, or (i) the base rate, which equals the highest of the prime rate set by U.S. Bank National Association, the Federal Funds Rate plus 100.0 basis points or one-month LIBOR plus 150.0 basis points, plus (ii) a margin that ranges
from 125.0 basis points to 250.0 basis points, depending on our leverage. Our borrowings from non-extending lenders under the secured credit facility incur interest at either LIBOR plus a margin that ranges from 37.5 basis points to 87.5 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 100 basis points. Average interest rates on borrowings under our revolving credit facility ranged
from 1.00% at the beginning of 2010 to 3.06% at the end of 2010. If interest rates had been 100 basis points higher, our annual interest expense would have increased $1.2 million, assuming comparable borrowing levels. We have not entered into
derivative instruments to manage our exposure to interest rate risk.



Price fluctuations for newsprint can have a significant effect on our results of operations. The average net price per ton was $613.38 in 2010. Based on the consumption of newsprint in 2010 for our
publishing businesses, a $10 per ton increase or decrease in the price of newsprint would increase or decrease our total cost of newsprint by $0.3 million. We have not entered into derivative instruments to manage our exposure to newsprint price
risk.



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|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------



CONSOLIDATED BALANCE SHEETS

December 26, 2010 and December 27, 2009

(in thousands, except per share amounts)



|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                                                                                                                                                                |  | 2010 |          |   | 2009 |  
|ASSETS                                                                                                                                                                          |  |      |          |   |      |   |          |  
|Current assets:                                                                                                                                                                 |  |      |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                                                       |  | $    | 2,056    |   |      | $ | 3,369    |  
|Investments of variable interest entity                                                                                                                                         |  |      | 500      |   |      |   |         |  
|Receivables, net                                                                                                                                                                |  |      | 55,309   |   |      |   | 57,773   |  
|Inventories, net                                                                                                                                                                |  |      | 1,035    |   |      |   | 1,181    |  
|Prepaid expenses                                                                                                                                                                |  |      | 3,961    |   |      |   | 3,411    |  
|Syndicated programs                                                                                                                                                             |  |      | 7,361    |   |      |   | 7,983    |  
|Deferred income taxes                                                                                                                                                           |  |      | 4,809    |   |      |   | 4,899    |  
|Assets of discontinued operations                                                                                                                                               |  |      |         |   |      |   | 15,030   |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|TOTAL CURRENT ASSETS                                                                                                                                                            |  |      | 75,031   |   |      |   | 93,646   |  
|Property and equipment:                                                                                                                                                         |  |      |          |   |      |   |          |  
|Land and land improvements                                                                                                                                                      |  |      | 34,758   |   |      |   | 35,046   |  
|Buildings and building improvements                                                                                                                                             |  |      | 127,459  |   |      |   | 132,590  |  
|Equipment                                                                                                                                                                       |  |      | 243,359  |   |      |   | 250,071  |  
|Construction in progress                                                                                                                                                        |  |      | 2,969    |   |      |   | 3,390    |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|                                                                                                                                                                                |  |      | 408,545  |   |      |   | 421,097  |  
|Less accumulated depreciation                                                                                                                                                   |  |      | 228,820  |   |      |   | 225,448  |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|Net property and equipment                                                                                                                                                      |  |      | 179,725  |   |      |   | 195,649  |  
|Syndicated programs                                                                                                                                                             |  |      | 3,083    |   |      |   | 3,285    |  
|Goodwill                                                                                                                                                                        |  |      | 9,098    |   |      |   | 9,098    |  
|Broadcast licenses                                                                                                                                                              |  |      | 82,426   |   |      |   | 81,762   |  
|Other intangible assets, net                                                                                                                                                    |  |      | 22,988   |   |      |   | 24,976   |  
|Deferred income taxes                                                                                                                                                           |  |      | 54,077   |   |      |   | 63,368   |  
|Other assets                                                                                                                                                                    |  |      | 5,342    |   |      |   | 1,403    |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|TOTAL ASSETS                                                                                                                                                                    |  | $    | 431,770  |   |      | $ | 473,187  |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|LIABILITIES AND EQUITY                                                                                                                                                          |  |      |          |   |      |   |          |  
|Current liabilities:                                                                                                                                                            |  |      |          |   |      |   |          |  
|Accounts payable                                                                                                                                                                |  | $    | 22,895   |   |      | $ | 21,108   |  
|Accrued compensation                                                                                                                                                            |  |      | 13,703   |   |      |   | 13,564   |  
|Accrued employee benefits                                                                                                                                                       |  |      | 5,087    |   |      |   | 5,642    |  
|Deferred revenue                                                                                                                                                                |  |      | 13,899   |   |      |   | 15,353   |  
|Syndicated programs                                                                                                                                                             |  |      | 8,685    |   |      |   | 9,944    |  
|Accrued income taxes                                                                                                                                                            |  |      | 7,332    |   |      |   | 1,884    |  
|Other current liabilities                                                                                                                                                       |  |      | 6,493    |   |      |   | 5,553    |  
|Current portion of long-term liabilities                                                                                                                                        |  |      | 561      |   |      |   | 440      |  
|Liabilities of discontinued operations                                                                                                                                          |  |      |         |   |      |   | 4,151    |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                       |  |      | 78,655   |   |      |   | 77,639   |  
|Accrued employee benefits                                                                                                                                                       |  |      | 58,534   |   |      |   | 63,268   |  
|Syndicated programs                                                                                                                                                             |  |      | 5,114    |   |      |   | 6,250    |  
|Long-term notes payable to banks                                                                                                                                                |  |      | 74,570   |   |      |   | 151,375  |  
|Other long-term liabilities                                                                                                                                                     |  |      | 5,970    |   |      |   | 3,580    |  
|Commitments and contingencies (see Note 5)                                                                                                                                      |  |      |          |   |      |   |          |  
|Equity:                                                                                                                                                                         |  |      |          |   |      |   |          |  
|Preferred stock, $0.01 par  authorized 10,000,000 shares, no shares outstanding at December 26, 2010 and
December 27, 2009                                                     |  |      |         |   |      |   |         |  
|Common stock, $0.01 par:                                                                                                                                                        |  |      |          |   |      |   |          |  
|Class C  authorized 10,000,000 shares; issued and outstanding: 3,264,000 shares at December 26, 2010 and
December 27, 2009                                                     |  |      | 33       |   |      |   | 33       |  
|Class B  authorized 120,000,000 shares; issued and outstanding (excluding treasury stock): 8,594,541.684 shares at
December 26, 2010 and 9,642,293 shares at December 27, 2009 |  |      | 165      |   |      |   | 174      |  
|Class A  authorized 170,000,000 shares; issued and outstanding: 43,196,321 shares at December 26, 2010 and
41,783,044 shares at December 27, 2009                              |  |      | 432      |   |      |   | 418      |  
|Additional paid-in capital                                                                                                                                                      |  |      | 260,376  |   |      |   | 258,413  |  
|Accumulated other comprehensive loss                                                                                                                                            |  |      | (32,295  | ) |      |   | (34,487  | )
|Retained earnings                                                                                                                                                               |  |      | 87,767   |   |      |   | 55,239   |  
|Treasury stock, at cost (8,676,705 class B shares)                                                                                                                              |  |      | (108,715 | ) |      |   | (108,715 | )
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|Total Journal Communications, Inc. shareholders equity                                                                                                                         |  |      | 207,763  |   |      |   | 171,075  |  
|Noncontrolling interest of variable interest entity                                                                                                                             |  |      | 1,164    |   |      |   |         |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|TOTAL EQUITY                                                                                                                                                                    |  |      | 208,927  |   |      |   | 171,075  |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  
|TOTAL LIABILITIES AND EQUITY                                                                                                                                                    |  | $    | 431,770  |   |      | $ | 473,187  |  
|                                                                                                                                                                                |  |      |          |   |      |   |          |  



See accompanying notes.



62



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##### Table of Contents

CONSOLIDATED STATEMENTS
OF OPERATIONS

Years Ended December 26, 2010, December 27, 2009 and
December 28, 2008

(in thousands, except per share amounts)



|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | -------- | -
|                                                                                                                                      |  | 2010 |         |   | 2009 |   |         | 2008 | 
|Continuing operations:                                                                                                                |  |      |         |   |      |   |         |      |  |   |          |  
|Revenue:                                                                                                                              |  |      |         |   |      |   |         |      |  |   |          |  
|Publishing                                                                                                                            |  | $    | 182,799 |   |      | $ | 194,196 |      |  | $ | 241,972  |  
|Broadcasting                                                                                                                          |  |      | 194,365 |   |      |   | 171,491 |      |  |   | 209,914  |  
|Corporate eliminations                                                                                                                |  |      | (405    | ) |      |   | (153    | )    |  |   | (173     | )
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Total revenue                                                                                                                         |  |      | 376,759 |   |      |   | 365,534 |      |  |   | 451,713  |  
|Operating costs and expenses:                                                                                                         |  |      |         |   |      |   |         |      |  |   |          |  
|Publishing                                                                                                                            |  |      | 117,074 |   |      |   | 129,747 |      |  |   | 155,653  |  
|Broadcasting                                                                                                                          |  |      | 91,018  |   |      |   | 92,899  |      |  |   | 104,586  |  
|Corporate eliminations                                                                                                                |  |      | (405    | ) |      |   | (188    | )    |  |   | (267     | )
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Total operating costs and expenses                                                                                                    |  |      | 207,687 |   |      |   | 222,458 |      |  |   | 259,972  |  
|Selling and administrative expenses                                                                                                   |  |      | 116,048 |   |      |   | 113,305 |      |  |   | 142,275  |  
|Goodwill and broadcast license impairment                                                                                             |  |      |        |   |      |   | 20,133  |      |  |   | 375,086  |  
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Total operating costs and expenses, selling and administrative expenses and goodwill and broadcast license
impairment                 |  |      | 323,735 |   |      |   | 355,896 |      |  |   | 777,333  |  
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Operating earnings (loss)                                                                                                             |  |      | 53,024  |   |      |   | 9,638   |      |  |   | (325,620 | )
|Other income and expense:                                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Interest income                                                                                                                       |  |      | 81      |   |      |   | 23      |      |  |   | 2        |  
|Interest expense                                                                                                                      |  |      | (3,362  | ) |      |   | (2,826  | )    |  |   | (8,167   | )
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Total other income and expense                                                                                                        |  |      | (3,281  | ) |      |   | (2,803  | )    |  |   | (8,165   | )
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Earnings (loss) from continuing operations before income taxes                                                                        |  |      | 49,743  |   |      |   | 6,835   |      |  |   | (333,785 | )
|Provision (benefit) for income taxes                                                                                                  |  |      | 19,065  |   |      |   | 1,927   |      |  |   | (107,036 | )
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Earnings (loss) from continuing operations                                                                                            |  |      | 30,678  |   |      |   | 4,908   |      |  |   | (226,749 | )
|Earnings (loss) from discontinued operations, net of applicable income tax expense (benefit) of $2,320, ($527) and $996,
respectively |  |      | 3,703   |   |      |   | (601    | )    |  |   | 2,346    |  
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Net earnings (loss)                                                                                                                   |  | $    | 34,381  |   |      | $ | 4,307   |      |  | $ | (224,403 | )
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Earnings (loss) per share:                                                                                                            |  |      |         |   |      |   |         |      |  |   |          |  
|Basic  Class A and B common stock:                                                                                                   |  |      |         |   |      |   |         |      |  |   |          |  
|Continuing operations                                                                                                                 |  | $    | 0.52    |   |      | $ | 0.06    |      |  | $ | (4.40    | )
|Discontinued operations                                                                                                               |  |      | 0.07    |   |      |   | (0.01   | )    |  |   | 0.04     |  
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Net earnings (loss)                                                                                                                   |  | $    | 0.59    |   |      | $ | 0.05    |      |  | $ | (4.36    | )
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Diluted  Class A and B common stock:                                                                                                 |  |      |         |   |      |   |         |      |  |   |          |  
|Continuing operations                                                                                                                 |  | $    | 0.52    |   |      | $ | 0.06    |      |  | $ | (4.40    | )
|Discontinued operations                                                                                                               |  |      | 0.07    |   |      |   | (0.01   | )    |  |   | 0.04     |  
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Net earnings (loss)                                                                                                                   |  | $    | 0.59    |   |      | $ | 0.05    |      |  | $ | (4.36    | )
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Basic and diluted  Class C common stock:                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Continuing operations                                                                                                                 |  | $    | 1.09    |   |      | $ | 0.61    |      |  | $ | 0.57     |  
|Discontinued operations                                                                                                               |  |      | 0.07    |   |      |   | (0.01   | )    |  |   | 0.04     |  
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  
|Net earnings                                                                                                                          |  | $    | 1.16    |   |      | $ | 0.60    |      |  | $ | 0.61     |  
|                                                                                                                                      |  |      |         |   |      |   |         |      |  |   |          |  



See accompanying notes



63



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##### Table of Contents

Journal Communications, Inc.



Consolidated Statements of Equity

Years Ended December 26, 2010, December 27, 2009 and December 28, 2008

(in thousands, except per share amounts)



|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|---------------------------------------------------------------------------- |  | -------------- | ------- |  | ------------ | ------- | -- | ------------------------- | ------- | - | --- | - |  | - | --- | - |  | - | ------- | -
|                                                                             |  | PreferredStock |         |  | Common Stock |         |    | AdditionalPaid-in-Capital |        
|                                                                             |  |                | Class C |  |              | Class B |    |                           | Class A |   |    
|Balance at December 30, 2007                                                 |  | $              |        |  |              | $       | 33 |                           |         | $ | 201 |   |  | $ | 454 |   |  | $ | 295,017 |  
|Comprehensive loss:                                                          |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Net loss                                                                     |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Other comprehensive loss, net:                                               |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Change in pension and postretirement(net of deferred tax benefit of $22,623) |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Comprehensive loss                                                           |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Dividends declared:                                                          |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Class C ($0.57 per share)                                                    |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Class B ($0.32 per share)                                                    |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Class A ($0.32 per share)                                                    |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Issuance of shares:                                                          |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Conversion of class B to class A                                             |  |                |         |  |              |         |    |                           |         |   | (18 | ) |  |   | 18  |   |  |   |         |  
|Stock grants                                                                 |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | 382     |  
|Employee stock purchase plan                                                 |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | 585     |  
|Shares purchased and retired                                                 |  |                |         |  |              |         |    |                           |         |   |     |   |  |   | (66 | ) |  |   | (40,338 | )
|Shares withheld from employees for tax withholding                           |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | (102    | )
|Stock-based compensation                                                     |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | 1,172   |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Balance at December 28, 2008                                                 |  |                |        |  |              |         | 33 |                           |         |   | 183 |   |  |   | 406 |   |  |   | 256,716 |  
|Comprehensive income (loss):                                                 |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Net earnings                                                                 |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Other comprehensive loss, net:                                               |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Change in pension and postretirement                                         |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|(net of deferred tax benefit of $91)                                         |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Comprehensive income                                                         |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Dividends declared:                                                          |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Class C ($0.57 per share)                                                    |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Class B ($0.02 per share)                                                    |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Class A ($0.02 per share)                                                    |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Issuance of shares:                                                          |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Conversion of class B to class A                                             |  |                |         |  |              |         |    |                           |         |   | (12 | ) |  |   | 12  |   |  |   |         |  
|Stock grants                                                                 |  |                |         |  |              |         |    |                           |         |   | 1   |   |  |   |     |   |  |   | 127     |  
|Employee stock purchase plan                                                 |  |                |         |  |              |         |    |                           |         |   | 2   |   |  |   |     |   |  |   | 368     |  
|Shares withheld from employees for tax withholding                           |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | (20     | )
|Stock-based compensation                                                     |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | 1,222   |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Balance at December 27, 2009                                                 |  |                |        |  |              |         | 33 |                           |         |   | 174 |   |  |   | 418 |   |  |   | 258,413 |  
|Comprehensive income:                                                        |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Net earnings                                                                 |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Other comprehensive income, net:                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Change in pension and postretirement                                         |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|(net of deferred tax of $1,511)                                              |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Comprehensive income                                                         |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Class C dividends declared ($0.57 per share)                                 |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Issuance of shares:                                                          |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Conversion of class B to class A                                             |  |                |         |  |              |         |    |                           |         |   | (14 | ) |  |   | 14  |   |  |   |         |  
|Stock grants                                                                 |  |                |         |  |              |         |    |                           |         |   | 5   |   |  |   |     |   |  |   | 576     |  
|Employee stock purchase plan                                                 |  |                |         |  |              |         |    |                           |         |   | 1   |   |  |   |     |   |  |   | 301     |  
|Shares withheld from employees for tax withholding                           |  |                |         |  |              |         |    |                           |         |   | (1  | ) |  |   |     |   |  |   | (549    | )
|Stock-based compensation                                                     |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | 1,211   |  
|Consolidation of variable interest entity                                    |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Reversal of reserve for unrecognized tax benefits                            |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | 113     |  
|Income tax benefits from vesting of non-vested restricted stock              |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   | 311     |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  
|Balance at December 26, 2010                                                 |  | $              |        |  |              | $       | 33 |                           |         | $ | 165 |   |  | $ | 432 |   |  | $ | 260,376 |  
|                                                                             |  |                |         |  |              |         |    |                           |         |   |     |   |  |   |     |   |  |   |         |  



64



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|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|--------------------------------- | ------- | - | ---------------- | - | -------- | ----------------------- |  | - | --------------------- |  |  | ----- | -------- | - | -------------------------- | - | -------- | - |  | - | -------- | - |  | 
|AccumulatedOtherComprehensiveLoss |         |   | RetainedEarnings |   |          | NoncontrollingInterests |  |   | TreasuryStock,at cost |  |  | Total |          |   | ComprehensiveIncome
(loss) |   |          |  
|                                  |         |   |                  |   |         
|                                  |         |   |                  |   |         
|$                                 | (615    | ) |                  | $ | 301,187  |                         |  | $ |                      |  |  | $     | (108,715 | ) |                            | $ | 487,562  |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   | (224,403 | )                       |  |   |                       |  |  |       |          |   |                            |   | (224,403 | ) |  | $ | (224,403 | ) |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  | (33,740 | ) |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | (33,740  | ) |  |   | (33,740  | ) |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  | $ | (258,143 | ) |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   | (1,854   | )                       |  |   |                       |  |  |       |          |   |                            |   | (1,854   | ) |  |   |          |   |  | 
|                                  |         |   |                  |   | (3,376   | )                       |  |   |                       |  |  |       |          |   |                            |   | (3,376   | ) |  |   |          |   |  | 
|                                  |         |   |                  |   | (13,297  | )                       |  |   |                       |  |  |       |          |   |                            |   | (13,297  | ) |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |         |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 382      |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 585      |   |  |   |          |   |  | 
|                                  |         |   |                  |   | (4,471   | )                       |  |   |                       |  |  |       |          |   |                            |   | (44,875  | ) |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | (102     | ) |  |   |          |   |  | 
|                                  |         |   |                  |   | 8        |                         |  |   |                       |  |  |       |          |   |                            |   | 1,180    |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  | (34,355 | ) |                  |   | 53,794   |                         |  |   |                      |  |  |       | (108,715 | ) |                            |   | 168,062  |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   | 4,307    |                         |  |   |                       |  |  |       |          |   |                            |   | 4,307    |   |  | $ | 4,307    |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  | (132    | ) |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | (132     | ) |  |   | (132     | ) |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  | $ | 4,175    |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   | (1,854   | )                       |  |   |                       |  |  |       |          |   |                            |   | (1,854   | ) |  |   |          |   |  | 
|                                  |         |   |                  |   | (200     | )                       |  |   |                       |  |  |       |          |   |                            |   | (200     | ) |  |   |          |   |  | 
|                                  |         |   |                  |   | (812     | )                       |  |   |                       |  |  |       |          |   |                            |   | (812     | ) |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |         |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 128      |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 370      |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | (20      | ) |  |   |          |   |  | 
|                                  |         |   |                  |   | 4        |                         |  |   |                       |  |  |       |          |   |                            |   | 1,226    |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  | (34,487 | ) |                  |   | 55,239   |                         |  |   |                      |  |  |       | (108,715 | ) |                            |   | 171,075  |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   | 34,381   |                         |  |   |                       |  |  |       |          |   |                            |   | 34,381   |   |  | $ | 34,381   |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  | 2,192   |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 2,192    |   |  |   | 2,192    |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  | $ | 36,573   |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   | (1,854   | )                       |  |   |                       |  |  |       |          |   |                            |   | (1,854   | ) |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |         |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 581      |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 302      |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | (550     | ) |  |   |          |   |  | 
|                                  |         |   |                  |   | 1        |                         |  |   |                       |  |  |       |          |   |                            |   | 1,212    |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   | 1,164                 |  |  |       |          |   |                            |   | 1,164    |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 113      |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   | 311      |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 
|$                                 | (32,295 | ) |                  | $ | 87,767   |                         |  | $ | 1,164                 |  |  | $     | (108,715 | ) |                            | $ | 208,927  |   |  |   |          |   |  | 
|                                  |         |   |                  |   |          |                         |  |   |                       |  |  |       |          |   |                            |   |          |   |  |   |          |   |  | 



65



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##### Table of Contents

CONSOLIDATED STATEMENTS OF
CASH FLOWS

Years Ended December 26, 2010, December 27, 2009 and
December 28, 2008

(in thousands)



|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|-------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                             |  | 2010 |          |   | 2009 |   |          | 2008 | 
|Cash flow from operating activities:                                                         |  |      |          |   |      |   |          |      |  |   |          |  
|Net earnings (loss)                                                                          |  | $    | 34,381   |   |      | $ | 4,307    |      |  | $ | (224,403 | )
|Less earnings (loss) from discontinued operations                                            |  |      | 3,703    |   |      |   | (601     | )    |  |   | 2,346    |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|Earnings (loss) from continuing operations                                                   |  |      | 30,678   |   |      |   | 4,908    |      |  |   | (226,749 | )
|Adjustments for non-cash items:                                                              |  |      |          |   |      |   |          |      |  |   |          |  
|Depreciation                                                                                 |  |      | 22,697   |   |      |   | 23,984   |      |  |   | 24,918   |  
|Amortization                                                                                 |  |      | 1,932    |   |      |   | 1,975    |      |  |   | 1,776    |  
|Provision for doubtful accounts                                                              |  |      | 545      |   |      |   | 1,838    |      |  |   | 2,217    |  
|Deferred income taxes                                                                        |  |      | 8,604    |   |      |   | 1,593    |      |  |   | (107,376 | )
|Non-cash stock-based compensation                                                            |  |      | 1,657    |   |      |   | 1,293    |      |  |   | 1,546    |  
|Curtailment gains for defined benefit pension plans                                          |  |      | (1,109   | ) |      |   | (492     | )    |  |   |         |  
|Net (gain) loss from disposal of assets                                                      |  |      | 86       |   |      |   | (2,522   | )    |  |   | 134      |  
|Impairment of goodwill and broadcast licenses                                                |  |      |         |   |      |   | 20,133   |      |  |   | 375,086  |  
|Impairment of long-lived assets                                                              |  |      | 1,802    |   |      |   | 698      |      |  |   |         |  
|Net changes in operating assets and liabilities, excluding effect of sales and acquisitions: |  |      |          |   |      |   |          |      |  |   |          |  
|Receivables                                                                                  |  |      | 2,172    |   |      |   | 10,575   |      |  |   | 4,005    |  
|Inventories                                                                                  |  |      | 146      |   |      |   | 676      |      |  |   | 495      |  
|Accounts payable                                                                             |  |      | 1,361    |   |      |   | 167      |      |  |   | (1,203   | )
|Other assets and liabilities                                                                 |  |      | 1,248    |   |      |   | 4,287    |      |  |   | (5,315   | )
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|NET CASH PROVIDED BY OPERATING
ACTIVITIES                                                    |  |      | 71,819   |   |      |   | 69,113   |      |  |   | 69,534   |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|Cash flow from investing activities:                                                         |  |      |          |   |      |   |          |      |  |   |          |  
|Capital expenditures for property and equipment                                              |  |      | (9,391   | ) |      |   | (7,680   | )    |  |   | (20,805  | )
|Proceeds from sales of assets                                                                |  |      | 793      |   |      |   | 183      |      |  |   | 46       |  
|Insurance proceeds for tower collapse and replacement                                        |  |      | 728      |   |      |   | 1,950    |      |  |   |         |  
|Proceeds from sale of businesses                                                             |  |      | 14,044   |   |      |   | 501      |      |  |   |         |  
|Acquisition of business                                                                      |  |      |         |   |      |   | (6,593   | )    |  |   | (25,284  | )
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|NET CASH PROVIDED BY (USED FOR)
INVESTING ACTIVITIES                                         |  |      | 6,174    |   |      |   | (11,639  | )    |  |   | (46,043  | )
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|Cash flow from financing activities:                                                         |  |      |          |   |      |   |          |      |  |   |          |  
|Financing costs for long-term notes payable to banks                                         |  |      | (3,338   | ) |      |   |         |      |  |   |         |  
|Proceeds from long-term notes payable to banks                                               |  |      | 88,983   |   |      |   | 131,685  |      |  |   | 209,497  |  
|Payments of long-term notes payable to banks                                                 |  |      | (165,788 | ) |      |   | (195,400 | )    |  |   | (173,292 | )
|Principal payments under capital lease obligations                                           |  |      | (319     | ) |      |   | (289     | )    |  |   | (363     | )
|Proceeds from issuance of common stock, net                                                  |  |      | 272      |   |      |   | 333      |      |  |   | 527      |  
|Income tax benefits from vesting of non-vested restricted stock                              |  |      | 451      |   |      |   |         |      |  |   |         |  
|Redemption of common stock, net                                                              |  |      |         |   |      |   |         |      |  |   | (44,875  | )
|Cash dividends                                                                               |  |      |         |   |      |   | (1,476   | )    |  |   | (18,527  | )
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|NET CASH USED FOR FINANCING
ACTIVITIES                                                       |  |      | (79,739  | ) |      |   | (65,147  | )    |  |   | (27,033  | )
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|Cash flow from discontinued operations:                                                      |  |      |          |   |      |   |          |      |  |   |          |  
|Net operating activities                                                                     |  |      | 1,069    |   |      |   | 7,819    |      |  |   | 2,699    |  
|Net investing activities                                                                     |  |      | (636     | ) |      |   | (817     | )    |  |   | (1,373   | )
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|NET CASH PROVIDED BY DISCONTINUED
OPERATIONS                                                 |  |      | 433      |   |      |   | 7,002    |      |  |   | 1,326    |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|NET DECREASE IN CASH AND CASH
EQUIVALENTS                                                    |  |      | (1,313   | ) |      |   | (671     | )    |  |   | (2,216   | )
|Cash and cash equivalents:                                                                   |  |      |          |   |      |   |          |      |  |   |          |  
|Beginning of year                                                                            |  |      | 3,369    |   |      |   | 4,040    |      |  |   | 6,256    |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|End of year                                                                                  |  | $    | 2,056    |   |      | $ | 3,369    |      |  | $ | 4,040    |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|SUPPLEMENTAL CASH FLOW INFORMATION                                                           |  |      |          |   |      |   |          |      |  |   |          |  
|Cash paid for income taxes                                                                   |  | $    | 8,110    |   |      | $ | 198      |      |  | $ | 4,883    |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|Cash paid for interest                                                                       |  | $    | 2,088    |   |      | $ | 2,167    |      |  | $ | 7,596    |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  



See accompanying notes



66



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##### Table of Contents

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

December 26, 2010 (in thousands,
except per share amounts)



|1 | SIGNIFICANT ACCOUNTING POLICIES
|- | -------------------------------



Basis of presentation and consolidationWe report on a 52-53 week fiscal year ending on the last Sunday of December in each
year. In addition, we have four quarterly reporting periods, each consisting of thirteen weeks and ending on a Sunday, provided that once every six years the fourth quarterly reporting period will be fourteen weeks.



The consolidated financial statements include the accounts of
Journal Communications, Inc., its wholly owned subsidiaries and, at December 26, 2010, a variable interest entity (VIE) for which we are the primary beneficiary in accordance with U.S. generally accepted accounting principles and pursuant to
the rules and regulations of the Securities and Exchange Commission. All significant intercompany balances and transactions have been eliminated.



The operations of PrimeNet Marketing Services (PrimeNet), our former direct marketing services business, and IPC Print Services, Inc.
(IPC), our former printing services business, have been reflected as discontinued operations in our consolidated financial statements for all periods presented.



RevisionsCertain expenses for the years ended December 27, 2009 and December 28, 2008 have been revised to conform
to the current year presentation. The revisions in 2009 and 2008 relate to circulation delivery-type costs for our publishing business that were previously reported in selling and administrative expenses and are now correctly classified in operating
costs and expenses. These amounts are immaterial to all periods presented.



Use of estimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Revenue recognitionOur principal sources of revenue are the sale of airtime on television and radio stations, the sale of
advertising in newspapers and the sale of newspapers to individual subscribers and distributors. In addition, we sell advertising on our newspaper, television and radio websites and derive revenue from other online activities. Advertising revenue is
recognized in the publishing and broadcasting businesses when advertisements are published, aired or displayed, or when related advertising services are rendered. Newspaper advertising contracts, which generally have a term of one year or less, may
provide rebates or discounts based upon the volume of advertising purchased during the terms of the contracts. Estimated rebates and discounts are recorded as a reduction of revenue in the period the advertisement is displayed. This requires us to
make certain estimates regarding future advertising volumes. Estimates are based on various factors including historical experience and advertising sales trends. These estimates are revised as necessary based on actual volumes realized. Circulation
revenue is recognized on a pro-rata basis over the term of the newspaper subscription or when the newspaper is delivered to the customer. Amounts we receive from customers in advance of revenue recognition are deferred as liabilities. Deferred
revenue to be earned more than one year from the balance sheet date is included in other long-term liabilities in the consolidated balance sheets.



Printing revenue from external customers as well as third-party distribution revenue is recognized when the product is delievered in
accordance with the customers instructions.



We also derive revenues from cable, satellite and telecommunication retransmission of its broadcast programs. Retransmission revenues from
cable, satellite and telecommunications are recognized based on average monthly subscriber counts and contractual rates.



67



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##### Table of Contents

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|1 | SIGNIFICANT ACCOUNTING POLICIES continued
|- | -----------------------------------------



Shipping and handling costsShipping and handling costs, including postage,
billed to customers are included in revenue and the related costs are included in operating costs and expenses.



Advertising expenseWe expense our advertising costs as incurred. Advertising expense totaled $6,692, $2,625 and $4,006 in
2010, 2009, and 2008, respectively.



Interest
expenseAll interest incurred during the years ended December 26, 2010, December 27, 2009 and December 28, 2008 was expensed.



Income taxesDeferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Valuation allowances are established when management determines that it is more likely than not that some portion or all of a deferred tax asset will
not be realized.



We recognize an uncertain tax
position when it is more likely than not to be sustained upon examination by taxing authorities and we measure the tax benefit as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be
realized upon ultimate settlement.



Fair
valuesThe carrying amount of cash and cash equivalents, receivables, accounts payable, accrued severance and barter programming assets and liabilities approximates fair value as of December 26, 2010 and December 27, 2009.



Cash equivalentsCash equivalents are
highly liquid investments with maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value.



Receivables, netWe evaluate the collectability of our accounts receivable based on a combination of factors. We specifically
review historical write-off activity by market, large customer concentrations, customer creditworthiness and changes in our customer payment patterns and terms when evaluating the adequacy of the allowance for doubtful accounts. In circumstances
where we are aware of a specific customers inability to meet its financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For all other customers, we recognize allowances for bad
debts based on historical experience of bad debts as a percent of accounts receivable for each business unit. We write off uncollectible accounts against the allowance for doubtful accounts after collection efforts have been exhausted. The allowance
for doubtful accounts at December 26, 2010 and December 27, 2009 was $3,286 and $3,732, respectively.



Concentration of credit riskGenerally, credit is extended based upon an evaluation of the customers financial position,
and advance payment is not required. Credit losses are provided for in the financial statements and have been within managements expectations. Given the current economic environment, credit losses may increase in the future.



InventoriesInventories are stated at the lower
of cost (first in, first out method) or market. A summary of inventories follows:



|                            |  |      |       |   |      |   |       | 
|--------------------------- |  | ---- | ----- | - | ---- | - | ----- | 
|December 26 and December 27 |  | 2010 |       |   | 2009 |  
|Paper and supplies          |  | $    | 1,043 |   |      | $ | 1,140 | 
|Work in process             |  |      | 36    |   |      |   | 41    | 
|Less obsolescence reserve   |  |      | (44   | ) |      |   |      | 
|                            |  |      |       |   |      |   |       | 
|Inventories, net            |  | $    | 1,035 |   |      | $ | 1,181 | 
|                            |  |      |       |   |      |   |       | 



68



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##### Table of Contents

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|1 | SIGNIFICANT ACCOUNTING POLICIES continued
|- | -----------------------------------------



Television programmingWe have agreements with distributors for the rights
to television programming over contract periods, which generally run for one to five years. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program
is available for its first showing. The portion of program contracts that become payable within one year is reflected as a current liability in the accompanying consolidated balance sheets. The rights to program materials are carried at the lower of
unamortized cost or estimated net realizable value or in the case of programming obtained by an acquisition, at estimated fair value. Certain of our agreements require us to provide barter advertising time to our distributors. Barter advertising
revenue and expense was $4,552, $5,711, and $6,184 in 2010, 2009 and 2008, respectively.



Property and equipmentProperty and equipment are recorded at cost. Depreciation of property and equipment is provided, using the straight-line method, over the estimated useful lives, which
are as follows:



|                               |  |       |      | 
|------------------------------ |  | ----- | ---- | 
|                               |  | Years |     
|Building and land improvements |  |       | 10   | 
|Buildings                      |  |       | 30   | 
|Newspaper printing presses     |  |       | 25   | 
|Broadcasting equipment         |  |       | 5-20 | 
|Other printing presses         |  |       | 10   | 
|Other                          |  |       | 3-10 | 



Capital leasesWe charge amortization expense of assets recorded under capital leases to depreciation expense in our
consolidated statements of operations and accumulated depreciation in our consolidated balance sheets. At December 26, 2010 we recorded $1,884 for capital leases in equipment, $1,200 in accumulated depreciation, $340 in current portion of
long-term liabilities and $427 in other long-term liabilities in our consolidated balance sheet. At December 27, 2009, we recorded $1,767 for capital leases in equipment, $984 in accumulated depreciation, $300 in current portion of long-term
liabilities and $531 in other long-term liabilities in our consolidated balance sheets.



Intangible assetsIndefinite-lived intangible assets, which consist of broadcast licenses and goodwill, are no longer amortized but instead are reviewed for impairment at least annually or
more frequently if impairment indicators are present. We continue to amortize definite-lived intangible assets on a straight-line basis over periods of five to 25 years. The costs incurred to renew or extend the term of our broadcast licenses and
certain customer relationships are expensed as incurred. See Note 9, Goodwill, Broadcast Licenses and Other Intangible Assets, for additional disclosures on our intangible assets.



Notes receivableWe have a $450 secured note resulting from the sale of two radio stations in
Boise, Idaho in September 2009. Interest-only payments are due monthly and the principal balance of the note is due on September 25, 2014. The note receivable balance at December 26, 2010 and December 27, 2009 was $430 and $450,
respectively. During 2010, we received a principal prepayment. This note receivable is reported in other assets in the consolidated balance sheets. In consideration for the sale of the Clearwater, Florida-based operations of PrimeNet in February
2010, we received a $700 promissory note repayable over four years and a $147 working capital note repayable over three years. At the time of the sale, we recorded receivables of $587 and $129, respectively, representing the fair value of the notes
discounted at 6.785% and 9.08%, respectively. At December 26, 2010, the notes receivable balances were $624 and $96, respectively. At December 26, 2010, the current portion of the notes receivable balances was $211 and is reported in
receivables, net in the consolidated balance sheets. The non-current portion of the notes receivable was $509 and is reported in other assets in the consolidated balance sheets. We believe that we will collect all amounts owed to us.



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|1 | SIGNIFICANT ACCOUNTING POLICIES continued
|- | -----------------------------------------



Impairment of long-lived assetsProperty and equipment and other
definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an asset is considered impaired, a charge is recognized for the difference between
the fair value and carrying value of the asset or group of assets. Such analyses necessarily involve significant judgment. We recorded a property impairment loss of $1,802 at our broadcasting segment in 2010 representing the excess of indicated fair
value over the carrying value of assets held for sale. Fair value was determined pursuant to a brokers opinion of value based upon similar assets in an inactive market. This fair value measurement is considered a level 2 measurement under the
fair value hierarchy. Equipment and property impairment charges for $123 were reported in our publishing segment in 2009. The charges are reported in selling and administrative expenses in the consolidated statement of operations. There were no
impairment losses in 2008.



Earnings per share



Basic



We apply the two-class method for calculating and presenting
our basic earnings per share. As noted in the FASBs guidance for earnings per share, the two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared (or
accumulated) and participation rights in undistributed earnings. Under that method:



| | (a) | Income (loss) from continuing operations (net earnings (loss)) is reduced by the amount of dividends declared in the current period for each class of stock
and by the contractual amount of dividends that must be paid or accrued during the current period.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | The remaining earnings, which may include earnings from discontinued operations (undistributed earnings), are allocated to each class of common stock to the
extent that each class of stock may share in earnings if all of the earnings for the period were distributed.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | The remaining losses (undistributed losses) are allocated to the class A and B common stock. Undistributed losses are not allocated to the class C common
stock and non-vested restricted stock because the class C common stock and the non-vested restricted stock are not contractually obligated to share in the losses. Losses from discontinued operations are allocated to class A and B common stock and
may be allocated to class C common stock and non-vested restricted stock if there is undistributed earnings after deducting earnings distributed to class C common stock from income from continuing operations.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | The total earnings (loss) allocated to each class of common stock are then divided by the number of weighted average shares outstanding of the class of common stock to
which the earnings (loss) are allocated to determine the earnings (loss) per share for that class of common stock.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Basic earnings (loss) per share data are presented for class A and B common stock in the aggregate and for class C common stock. The basic earnings (loss) per share for
class A and B common stock are the same; hence, these classes are reported together.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In applying the two-class method, we have determined that undistributed earnings should be allocated equally on a per share basis among each class of common stock due to the lack of any contractual
participation rights of any class to those undistributed earnings. Undistributed losses are allocated to only the class A and B common stock for the reason stated above.



We adopted guidance in the first quarter of 2009 on how to
determine whether instruments granted in share-based payment transactions are participating securities and should be included in the computation of earnings per



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|1 | SIGNIFICANT ACCOUNTING POLICIES continued
|- | -----------------------------------------



share pursuant to the two-class method. Our non-vested restricted stock awards contain nonforfeitable rights to dividends and are included in the computation of earnings per share pursuant to the
two-class method. The adoption of this guidance did not have a material effect on our historically reported earnings per share.



The following table sets forth the computation of basic earnings (loss) per share under the two-class method:



|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | -------- | -
|                                                                                                                               |  | 2010 |        |  | 2009 |   |        | 2008 | 
|Numerator for basic earnings (loss) from continuing operations for each class of common stock and non-vested restricted
stock: |  |      |        |  |      |   |        |      |  |   |          |  
|Earnings (loss) from continuing operations                                                                                     |  | $    | 30,678 |  |      | $ | 4,908  |      |  | $ | (226,749 | )
|Less dividends declared:                                                                                                       |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                  |  |      |       |  |      |   | 1,006  |      |  |   | 16,665   |  
|Class C                                                                                                                        |  |      | 1,854  |  |      |   | 1,854  |      |  |   | 1,854    |  
|Non-vested restricted stock                                                                                                    |  |      |       |  |      |   | 2      |      |  |   |         |  
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Total undistributed earnings (loss) from continuing operations                                                                 |  | $    | 28,824 |  |      | $ | 2,046  |      |  | $ | (245,268 | )
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Undistributed earnings (loss) from continuing operations:                                                                      |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                  |  | $    | 26,634 |  |      | $ | 1,891  |      |  | $ | (245,268 | )
|Class C                                                                                                                        |  |      | 1,712  |  |      |   | 123    |      |  |   |         |  
|Non-vested restricted stock                                                                                                    |  |      | 478    |  |      |   | 32     |      |  |   |         |  
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Total undistributed earnings (loss) from continuing operations                                                                 |  | $    | 28,824 |  |      | $ | 2,046  |      |  | $ | (245,268 | )
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic earnings (loss) from continuing operations per class A and B common stock:                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Dividends on class A and B                                                                                                     |  | $    |       |  |      | $ | 1,006  |      |  | $ | 16,665   |  
|Class A and B undistributed earnings (loss)                                                                                    |  |      | 26,634 |  |      |   | 1,891  |      |  |   | (245,268 | )
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic earnings (loss) from continuing operations per class A and B common stock                                  |  | $    | 26,634 |  |      | $ | 2,897  |      |  | $ | (228,603 | )
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic earnings from continuing operations per class C common stock:                                              |  |      |        |  |      |   |        |      |  |   |          |  
|Dividends on class C                                                                                                           |  | $    | 1,854  |  |      | $ | 1,854  |      |  | $ | 1,854    |  
|Class C undistributed earnings                                                                                                 |  |      | 1,712  |  |      |   | 123    |      |  |   |         |  
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic earnings from continuing operations per class C common stock                                               |  | $    | 3,566  |  |      | $ | 1,977  |      |  | $ | 1,854    |  
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Denominator for basic earnings (loss) from continuing operations for each class of common stock:                               |  |      |        |  |      |   |        |      |  |   |          |  
|Weighted average shares outstanding                                                                                           |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                  |  |      | 50,789 |  |      |   | 50,400 |      |  |   | 51,917   |  
|Class C                                                                                                                        |  |      | 3,264  |  |      |   | 3,264  |      |  |   | 3,264    |  
|                                                                                                                               |  |      |       
|Basic earnings (loss) per share from continuing operations:                                                                    |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                  |  | $    | 0.52   |  |      | $ | 0.06   |      |  | $ | (4.40    | )
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Class C                                                                                                                        |  | $    | 1.09   |  |      | $ | 0.61   |      |  | $ | 0.57     |  
|                                                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|1 | SIGNIFICANT ACCOUNTING POLICIES continued
|- | -----------------------------------------



|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | -------- | -
|                                                                                                                                 |  | 2010 |        |  | 2009 |   |        | 2008 | 
|Numerator for basic earnings (loss) from discontinued operations for each class of common stock and non-vested restricted
stock: |  |      |        |  |      |   |        |      |  |   |          |  
|Total undistributed earnings (loss) from discontinued operations                                                                 |  | $    | 3,703  |  |      | $ | (601   | )    |  | $ | 2,346    |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Undistributed earnings (loss) from discontinued operations:                                                                      |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                    |  | $    | 3,422  |  |      | $ | (555   | )    |  | $ | 2,207    |  
|Class C                                                                                                                          |  |      | 220    |  |      |   | (36    | )    |  |   | 139      |  
|Non-vested restricted stock                                                                                                      |  |      | 61     |  |      |   | (10    | )    |  |   |         |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Total undistributed earnings (loss) from discontinued operations                                                                 |  | $    | 3,703  |  |      | $ | (601   | )    |  | $ | 2,346    |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Denominator for basic earnings (loss) from discontinued operations for each class of common stock:                               |  |      |        |  |      |   |        |      |  |   |          |  
|Weighted average shares outstanding                                                                                             |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                    |  |      | 50,789 |  |      |   | 50,400 |      |  |   | 51,917   |  
|Class C                                                                                                                          |  |      | 3,264  |  |      |   | 3,264  |      |  |   | 3,264    |  
|Basic earnings (loss) per share from discontinued operations:                                                                    |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                    |  | $    | 0.07   |  |      | $ | (0.01  | )    |  | $ | 0.04     |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Class C                                                                                                                          |  | $    | 0.07   |  |      | $ | (0.01  | )    |  | $ | 0.04     |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic net earnings (loss) for each class of common stock and non-vested restricted stock:                          |  |      |        |  |      |   |        |      |  |   |          |  
|Net earnings (loss)                                                                                                              |  | $    | 34,381 |  |      | $ | 4,307  |      |  | $ | (224,403 | )
|Less dividends:                                                                                                                  |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                    |  | $    |       |  |      | $ | 1,006  |      |  | $ | 16,665   |  
|Class C                                                                                                                          |  |      | 1,854  |  |      |   | 1,854  |      |  |   | 1,854    |  
|Non-vested restricted stock                                                                                                      |  |      |       |  |      |   | 2      |      |  |   |         |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Total undistributed net earnings (loss)                                                                                          |  | $    | 32,527 |  |      | $ | 1,445  |      |  | $ | (242,922 | )
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Undistributed net earnings (loss):                                                                                               |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                    |  | $    | 30,056 |  |      | $ | 1,336  |      |  | $ | (243,061 | )
|Class C                                                                                                                          |  |      | 1,932  |  |      |   | 87     |      |  |   | 139      |  
|Non-vested restricted stock                                                                                                      |  |      | 539    |  |      |   | 22     |      |  |   |         |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Total undistributed net earnings (loss)                                                                                          |  | $    | 32,527 |  |      | $ | 1,445  |      |  | $ | (242,922 | )
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic net earnings (loss) per class A and B common stock:                                                          |  |      |        |  |      |   |        |      |  |   |          |  
|Dividends on class A and B                                                                                                       |  | $    |       |  |      | $ | 1,006  |      |  | $ | 16,665   |  
|Class A and B undistributed net earnings (loss)                                                                                  |  |      | 30,056 |  |      |   | 1,336  |      |  |   | (243,061 | )
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic net earnings (loss) per class A and B common stock                                                           |  | $    | 30,056 |  |      | $ | 2,342  |      |  | $ | (223,396 | )
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic net earnings per class C common stock:                                                                       |  |      |        |  |      |   |        |      |  |   |          |  
|Dividends on class C                                                                                                             |  | $    | 1,854  |  |      | $ | 1,854  |      |  | $ | 1,854    |  
|Class C undistributed net earnings                                                                                               |  |      | 1,932  |  |      |   | 87     |      |  |   | 139      |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Numerator for basic net earnings per class C common stock                                                                        |  | $    | 3,786  |  |      | $ | 1,941  |      |  | $ | 1,993    |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Denominator for basic net earnings (loss) for each class of common stock:                                                        |  |      |        |  |      |   |        |      |  |   |          |  
|Weighted average shares outstanding                                                                                             |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                    |  |      | 50,789 |  |      |   | 50,400 |      |  |   | 51,917   |  
|Class C                                                                                                                          |  |      | 3,264  |  |      |   | 3,264  |      |  |   | 3,264    |  
|Basic net earnings (loss) per share:                                                                                             |  |      |        |  |      |   |        |      |  |   |          |  
|Class A and B                                                                                                                    |  | $    | 0.59   |  |      | $ | 0.05   |      |  | $ | (4.36    | )
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Class C                                                                                                                          |  | $    | 1.16   |  |      | $ | 0.60   |      |  | $ | 0.61     |  
|                                                                                                                                 |  |      |        |  |      |   |        |      |  |   |          |  



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|1 | SIGNIFICANT ACCOUNTING POLICIES continued
|- | -----------------------------------------



Diluted



Diluted earnings per share is computed based upon the
assumption that class B common stock is issued upon exercise of our non-statutory stock options or stock appreciation rights when the exercise price is less than the average market price of our common stock, and common stock will be outstanding upon
expiration of the vesting periods of our non-vested restricted stock. Diluted earnings per share for the years ended December 26, 2010 and December 27, 2009 is computed based upon the assumption that 373 and 437 class B common shares,
respectively, are not outstanding upon the expiration of the vesting periods of our non-vested restricted stock. The class C common stock is not converted into class A and B common stock because they are anti-dilutive for all periods presented.



The following table sets forth the computation of
diluted net earnings (loss) per share for class A and B common stock:



|                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|---------------------------------------------------------------- |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | -------- | -
|                                                                 |  | 2010 |        |  | 2009 |   |        | 2008 | 
|Numerator for diluted earnings (loss) per share:                 |  |      |        |  |      |   |        |      |  |   |          |  
|Dividends on class A and B common stock                          |  | $    |       |  |      | $ | 1,006  |      |  | $ | 16,665   |  
|Total undistributed earnings (loss) from continuing operations   |  |      | 26,634 |  |      |   | 1,891  |      |  |   | (245,268 | )
|Total undistributed earnings (loss) from discontinued operations |  |      | 3,242  |  |      |   | (555   | )    |  |   | 2,207    |  
|                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Net earnings (loss)                                              |  | $    | 30,056 |  |      | $ | 2,342  |      |  | $ | (226,396 | )
|                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Denominator for diluted net earnings (loss) per share:           |  |      |        |  |      |   |        |      |  |   |          |  
|Weighted average shares outstanding                              |  |      | 50,789 |  |      |   | 50,400 |      |  |   | 51,917   |  
|                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Diluted earnings (loss) per share:                               |  |      |        |  |      |   |        |      |  |   |          |  
|Continuing operations                                            |  | $    | 0.52   |  |      | $ | 0.06   |      |  | $ | (4.40    | )
|Discontinued operations                                          |  |      | 0.07   |  |      |   | (0.01  | )    |  |   | 0.04     |  
|                                                                 |  |      |        |  |      |   |        |      |  |   |          |  
|Net earnings (loss)                                              |  | $    | 0.59   |  |      | $ | 0.05   |      |  | $ | (4.36    | )
|                                                                 |  |      |        |  |      |   |        |      |  |   |          |  



Diluted earnings (loss) per
share for the class C common stock is the same as basic earnings (loss) per share for the class C common stock because there are no class C common stock equivalents.



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).



New accounting standards



In December 2010, the FASB issued amended
guidance for goodwill. The guidance applies to entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing step one of the goodwill impairment test is zero or negative. The guidance
modifies step one so that for those reporting units, an entity is required to perform step two of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a
goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a
reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|1 | SIGNIFICANT ACCOUNTING POLICIES continued
|- | -----------------------------------------



guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption permitted. We will adopt this guidance in the first
quarter of 2011. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.



In December 2010, the FASB issued amended guidance for business combinations. The guidance requires a public entity that presents
comparative financial statements to disclose revenue and earnings of the combined entity as though the material business combination(s) on an individual or aggregate basis that occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. This guidance also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business
combination included in the reported pro forma revenue and earnings. This guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or
after December 15, 2010, with early adoption permitted. We will adopt this guidance for business combination in the first quarter of 2011. We do not expect the adoption of this guidance to have an impact on our consolidated financial
statements.



In July 2010, the FASB issued amended
guidance for receivables. The guidance requires new disclosures about the credit quality of financing receivables and the allowance for credit losses. This guidance for disclosures as of the end of a reporting period is effective for interim and
annual periods ending on or after December 15, 2010. We have adopted this guidance for our financing receivables as of December 26, 2010. The guidance for disclosures about activity that occurs during a period is effective for interim and
annual reporting periods beginning on or after December 15, 2010. We will adopt this guidance for activity that occurs for our financing receivables in the first quarter of 2011. We do not expect the adoption of these disclosures to have a
material impact on our consolidated financial statements.



In January 2010, the FASB issued amended guidance for fair value measurements and disclosures. The guidance requires new disclosures about the transfers between levels 1 and 2 and clarifies existing
disclosures about the different classes of assets and liabilities measured at fair value and the valuation techniques and inputs used for fair value measurements which fall in either level 2 or 3. This guidance is effective for interim and annual
periods beginning after December 15, 2009. We adopted this guidance in the first quarter of 2010 and the adoption did not have a material impact on our consolidated financial statements. The guidance also requires new disclosures about
purchases, sales, issuances, and settlements in the roll forward of activity for level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal
years. We will adopt this guidance in the first quarter of 2011. We do not expect the adoption of these disclosures to have a material impact on our consolidated financial statements.



See Note 8, Variable Interest Entity, for disclosures regarding our adoption of the FASBs
amended guidance for consolidating variable interest entities.



In October 2009, the FASB amended the accounting standards related to revenue recognition for arrangements with multiple deliverables. This new guidance requires that arrangement consideration be
allocated at the inception of the arrangement to all deliverables, based on their relative selling price. The guidance also establishes a hierarchy for determining the selling price of a deliverable which is based on vendor-specific objective
evidence, third-party evidence, or management estimates. We will adopt this guidance in the first quarter of 2011. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|2 | NOTES PAYABLE TO BANKS
|- | ----------------------



On August 13, 2010, we entered into an amendment of our formerly unsecured credit
facility which, among other things, provided for the pledge of certain collateral by us and our subsidiaries (as amended, the secured credit facility). In connection with this amendment, certain lenders reduced their commitments to $225,000 and
extended the expiration date to December 2, 2013 (extending lenders). The remaining lenders, with terms and commitments that remain unchanged at $74,000, did not extend the original maturity date of June 2, 2011 (non-extending lenders).
Since August 13, 2010, there have been no amounts drawn on the outstanding principal amount of revolving loans under the commitments maturing on June 2, 2011. The secured credit facility is secured by liens on certain of our assets and the
assets of our subsidiaries and contains affirmative, negative and financial covenants which are customary for financings of this type, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness,
restrictions on dispositions and restrictions on dividends. At our option, the commitments under the secured credit facility may be increased from time to time to an aggregate amount of incremental commitments not to exceed $100,000. The increase
option is subject to the satisfaction of certain conditions, including the identification of lenders (which may include existing lenders or new lenders) willing to provide the additional commitments.



Our borrowings from extending lenders under the secured
credit facility incur interest at either LIBOR plus a margin that ranges from 225.0 basis points to 350.0 basis points, depending on our leverage, or (i) the base rate, which equals the highest of the prime rate set by U.S. Bank National
Association, the Federal Funds Rate plus 100.0 basis points or one-month LIBOR plus 150.0 basis points, plus (ii) a margin that ranges from 125.0 basis points to 250.0 basis points, depending on our leverage. Our borrowings from non-extending
lenders under the secured credit facility incur interest at either LIBOR plus a margin that ranges from 37.5 basis points to 87.5 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 100 basis points. As of December 26, 2010 and December 27, 2009, we had borrowings of $74,570 and $151,375 respectively, under our credit facility at a weighted average rate of 3.06% and 1.00%,
respectively. Cash provided by operating activities and proceeds from the sale of our printing services business were used primarily to decrease our borrowings during 2010.



Fees in connection with the secured credit facility of $3,338
and the unamortized deferred financing costs from the unsecured revolving credit facility of $213 are being amortized over the term of the secured credit facility using the effective interest method. Unamortized deferred financing costs related to
the non-extending lenders of $39 are being amortized over the remaining term of the unsecured credit facility using the effective interest method.



We estimate the fair value of our secured credit facility at December 26, 2010 to be $72,547, based on discounted cash flows using an
interest rate of 4.05%. We estimated the fair value of our unsecured revolving facility at December 27, 2009 to be $143,657, based on discounted cash flows using an interest rate of 4.47%. These fair value measurements fall within Level 3 of
the fair value hierarchy.



The secured credit
facility contains the following financial covenants, which remain constant over the term of the agreement:



| |  |  | A consolidated funded debt ratio of not greater than 3.50-to-1, as determined for the four fiscal quarter period preceding the date of determination.
This ratio compares, for any period, our funded debt to our consolidated EBITDA, defined in the secured credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals and
non-cash charges.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|2 | NOTES PAYABLE TO BANKS continued
|- | --------------------------------



| |  |  | A minimum interest coverage ratio of not less than 3-to-1, as determined for the four fiscal quarter period preceding the date of determination. This
ratio compares, for any period, our consolidated
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | EBITDA, defined in the secured credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals and non-cash
charges, to our interest expense.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Given the current economic environment, one or more of the lenders in our secured credit facility syndicate could fail or be unable to
fund future draws thereunder or take other positions adverse to us. In such an event, our liquidity could be severely constrained with an adverse impact on our ability to operate our businesses.



|3 | EMPLOYEE BENEFIT PLANS
|- | ----------------------



We have a defined benefit pension plan covering certain employees. The plan provides benefits based on years of service and the average
compensation for the employees last five years of employment. Plan assets consist primarily of listed stocks and government and other bonds. The Pension Protection Act of 2006 was signed into law on August 17, 2006. The law was effective
for the plan year 2008 and primarily changed employer funding rules of defined benefit pension plans. This law did not have a significant effect on funding to our plans.



We also sponsor an unfunded non-qualified pension plan for
certain employees whose benefits under the pension plan and the 401(k) plan may be restricted due to limitations imposed by the Internal Revenue Service. The disclosure for the unfunded non-qualified pension plan for all years presented is combined
with the defined benefit pension plan.



In
addition, we provide postretirement health benefits to certain retirees and their eligible spouses and certain full-time active employees who did not attain age 50 by December 31, 2006. Full-time active employees who retire after April 1,
2007 do not receive an employer contribution for health benefits after attaining age 65. Due to certain plan changes, we do not expect the plan will qualify for actuarial equivalent pharmaceutical benefits under the Medicare Part D federal subsidy.



|                                        |  |                  |         |   |                              |   |         |      |  |   |        |   |  |   |        |  
|--------------------------------------- |  | ---------------- | ------- | - | ---------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------ | -
|                                        |  | Pension Benefits |         |   | Other PostretirementBenefits |  
|Years ended December 26 and December 27 |  | 2010             |         |   | 2009                         |   |         | 2010 |  |   | 2009   |  
|Change in benefit obligations           |  |                  |         |   |                              |   |         |      |  |   |        |   |  |   |        |  
|Benefit obligation at beginning of year |  | $                | 150,624 |   |                              | $ | 138,131 |      |  | $ | 17,933 |   |  | $ | 18,316 |  
|Service cost                            |  |                  |        |   |                              |   | 1,088   |      |  |   | 85     |   |  |   | 69     |  
|Interest cost                           |  |                  | 8,197   |   |                              |   | 9,002   |      |  |   | 951    |   |  |   | 1,078  |  
|Actuarial loss                          |  |                  | 7,750   |   |                              |   | 11,512  |      |  |   | 97     |   |  |   | 562    |  
|Benefits paid                           |  |                  | (8,720  | ) |                              |   | (8,331  | )    |  |   | (1,724 | ) |  |   | (2,092 | )
|Curtailment gain                        |  |                  | (6,700  | ) |                              |   | (778    | )    |  |   |       |   |  |   |       |  
|                                        |  |                  |         |   |                              |   |         |      |  |   |        |   |  |   |        |  
|Benefit obligation at end of year       |  | $                | 151,151 |   |                              | $ | 150,624 |      |  | $ | 17,342 |   |  | $ | 17,933 |  
|                                        |  |                  |         |   |                              |   |         |      |  |   |        |   |  |   |        |  



76



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|3 | EMPLOYEE BENEFIT PLANS continued
|- | --------------------------------



|                                                  |  |                  |         |   |                              |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------- |  | ---------------- | ------- | - | ---------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                  |  | Pension Benefits |         |   | Other PostretirementBenefits |  
|Years ended December 26 and December 27           |  | 2010             |         |   | 2009                         |   |         | 2010 |  |   | 2009    |  
|Change in plan assets                             |  |                  |         |   |                              |   |         |      |  |   |         |   |  |   |         |  
|Fair value of plan assets at beginning of year    |  | $                | 104,577 |   |                              | $ | 90,820  |      |  | $ |        |   |  | $ |        |  
|Actual gain on plan assets                        |  |                  | 12,906  |   |                              |   | 21,842  |      |  |   |        |   |  |   |        |  
|Company contributions                             |  |                  | 340     |   |                              |   | 246     |      |  |   | 1,724   |   |  |   | 2,092   |  
|Benefits paid                                     |  |                  | (8,720  | ) |                              |   | (8,331  | )    |  |   | (1,724  | ) |  |   | (2,092  | )
|                                                  |  |                  |         |   |                              |   |         |      |  |   |         |   |  |   |         |  
|Fair value of plan assets at end of year          |  | $                | 109,103 |   |                              | $ | 104,577 |      |  | $ |        |   |  | $ |        |  
|                                                  |  |                  |         |   |                              |   |         |      |  |   |         |   |  |   |         |  
|Funded status                                     |  | $                | (42,048 | ) |                              | $ | (46,047 | )    |  | $ | (17,342 | ) |  | $ | (17,933 | )
|                                                  |  |                  |         |   |                              |   |         |      |  |   |         |   |  |   |         |  
|                                                  |  |                 
|                                                  |  | Pension Benefits |         |   | Other PostretirementBenefits |  
|Years ended December 26 and December 27           |  | 2010             |         |   | 2009                         |   |         | 2010 |  |   | 2009    |  
|Amounts recognized in consolidated balance sheets |  |                  |         |   |                              |   |         |      |  |   |         |   |  |   |         |  
|Current liabilities                               |  | $                | (469    | ) |                              | $ | (317    | )    |  | $ | (1,275  | ) |  | $ | (1,319  | )
|Noncurrent liabilities                            |  |                  | (41,579 | ) |                              |   | (45,730 | )    |  |   | (16,067 | ) |  |   | (16,614 | )
|                                                  |  |                  |         |   |                              |   |         |      |  |   |         |   |  |   |         |  
|Total                                             |  | $                | (42,048 | ) |                              | $ | (46,047 | )    |  | $ | (17,342 | ) |  | $ | (17,933 | )
|                                                  |  |                  |         |   |                              |   |         |      |  |   |         |   |  |   |         |  



|                                                           |  |                    |        |   |                    |   |        |                     |  |   |         |   |  |   |        |  
|---------------------------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | ------ | ------------------- |  | - | ------- | - |  | - | ------ | -
|                                                           |  | Pension Benefits   |       
|                                                           |  | ActuarialLoss, Net |        |   | PriorServiceCredit |   |        | DeferredIncomeTaxes |  |   | Total   |  
|Amounts recognized in accumulated other comprehensive loss |  |                    |        |   |                    |   |        |                     |  |   |         |   |  |   |        |  
|As of December 27, 2009                                    |  | $                  | 57,442 |   |                    | $ | (1,308 | )                   |  | $ | (22,532 | ) |  | $ | 33,602 |  
|Current year change                                        |  |                    | (4,710 | ) |                    |   | 1,240  |                     |  |   | 1,420   |   |  |   | (2,050 | )
|                                                           |  |                    |        |   |                    |   |        |                     |  |   |         |   |  |   |        |  
|As of December 26, 2010                                    |  | $                  | 52,732 |   |                    | $ | (68    | )                   |  | $ | (21,112 | ) |  | $ | 31,552 |  
|                                                           |  |                    |        |   |                    |   |        |                     |  |   |         |   |  |   |        |  



|                                                           |  |                               |       |  |                    |   |        |                      |  |   |                     |   |  |       |      |   |  |   |      |  
|---------------------------------------------------------- |  | ----------------------------- | ----- |  | ------------------ | - | ------ | -------------------- |  | - | ------------------- | - |  | ----- | ---- | - |  | - | ---- | -
|                                                           |  | Other Postretirement Benefits |      
|                                                           |  | ActuarialLoss, Net            |       |  | PriorServiceCredit |   |        | TransitionObligation |  |   | DeferredIncomeTaxes |   |  | Total |     
|Amounts recognized in accumulated other comprehensive loss |  |                               |       |  |                    |   |        |                      |  |   |                     |   |  |       |      |   |  |   |      |  
|As of December 27, 2009                                    |  | $                             | 1,275 |  |                    | $ | (1,440 | )                    |  | $ | 1,644               |   |  | $     | (594 | ) |  | $ | 885  |  
|Current year change                                        |  |                               | 97    |  |                    |   | 219    |                      |  |   | (549                | ) |  |       | 91   |   |  |   | (142 | )
|                                                           |  |                               |       |  |                    |   |        |                      |  |   |                     |   |  |       |      |   |  |   |      |  
|As of December 26, 2010                                    |  | $                             | 1,372 |  |                    | $ | (1,221 | )                    |  | $ | 1,095               |   |  | $     | (503 | ) |  | $ | 743  |  
|                                                           |  |                               |       |  |                    |   |        |                      |  |   |                     |   |  |       |      |   |  |   |      |  



77



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|3 | EMPLOYEE BENEFIT PLANS continued
|- | --------------------------------



The accumulated benefit obligation for the pension plans was $150,346 and $143,767 at
December 26, 2010 and December 27, 2009, respectively.



|                                                                                                           |  |                  |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                           |  | Pension Benefits |        
|Years ended December 26, December 27 and December 28                                                       |  | 2010             |         |   | 2009 |   |         | 2008 | 
|Components of net periodic benefit cost                                                                    |  |                  |         |   |      |   |         |      |  |   |         |  
|Service cost                                                                                               |  | $                |        |   |      | $ | 1,088   |      |  | $ | 2,270   |  
|Interest cost                                                                                              |  |                  | 8,197   |   |      |   | 9,002   |      |  |   | 8,243   |  
|Expected return on plan assets                                                                             |  |                  | (10,224 | ) |      |   | (10,600 | )    |  |   | (11,103 | )
|Curtailment gain                                                                                           |  |                  | (1,109  | ) |      |   | (492    | )    |  |   |        |  
|Amortization of:                                                                                           |  |                  |         |   |      |   |         |      |  |   |         |  
|Unrecognized prior service credit                                                                          |  |                  | (131    | ) |      |   | (189    | )    |  |   | (219    | )
|Unrecognized net loss                                                                                      |  |                  | 3,080   |   |      |   | 182     |      |  |   |        |  
|                                                                                                           |  |                  |         |   |      |   |         |      |  |   |         |  
|Net periodic benefit cost included in operating costs and expenses and selling and administrative expenses |  | $                | (187    | ) |      | $ | (1,009  | )    |  | $ | (809    | )
|                                                                                                           |  |                  |         |   |      |   |         |      |  |   |         |  



On October 12, 2010, our
board of directors approved an amendment to our qualified defined benefit pension plan to permanently suspend the plan and permanently cease all benefit accruals under the plan effective January 1, 2011 for all active participants, except for
any employee covered by a collective bargaining agreement which requires us to bargain over the permanent suspension of the plan accruals. The accrual of plan benefits has been temporarily suspended from July 1, 2009 and will continue through
December 31, 2010. For those bargaining unit participants, the temporary suspension of plan accruals will be extended until at least June 30, 2011. Benefits earned by participants under the plan prior to the temporary suspension on
July 1, 2009 were not affected.



We also
permanently suspended the unfunded non-qualified plan, which provided additional benefits to certain employees whose benefits under the pension plan and 401(k) plan were restricted due to limitations imposed by the Internal Revenue Service.



The reduction of benefits under the qualified
defined benefit pension plan and the unfunded non-qualified plan resulted in a curtailment gain of $1,109, which we recorded in the fourth quarter of 2010. In addition, due to the amendments for these pension plans, plan assets and obligations were
also remeasured during the fourth quarter of 2010.



78



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|3 | EMPLOYEE BENEFIT PLANS continued
|- | --------------------------------



We recorded a $353 pension plan curtailment gain due to an amendment to the plans
adopted on March 25, 2009. The amendment suspended benefit accruals in our qualified and non-qualified plans for all active plan participants for the 18-month period beginning July 1, 2009. Due to the plan amendment, measurements of both
plan assets and obligations were calculated. We recorded an additional $139 pension plan curtailment gain as a result of the 2009 workforce reductions.



|                                                                         |  |                               |       |   |      |   |       |      |  |   |       |  
|------------------------------------------------------------------------ |  | ----------------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                                         |  | Other Postretirement Benefits |      
|Years ended December 26, December 27 and December 28                     |  | 2010                          |       |   | 2009 |   |       | 2008 | 
|Components of net periodic benefit cost                                  |  |                               |       |   |      |   |       |      |  |   |       |  
|Service cost                                                             |  | $                             | 85    |   |      | $ | 69    |      |  | $ | 105   |  
|Interest cost                                                            |  |                               | 951   |   |      |   | 1,078 |      |  |   | 1,260 |  
|Amortization of:                                                         |  |                               |       |   |      |   |       |      |  |   |       |  
|Unrecognized prior service credit                                        |  |                               | (219  | ) |      |   | (219  | )    |  |   | (219  | )
|Unrecognized net transition obligation                                   |  |                               | 549   |   |      |   | 549   |      |  |   | 549   |  
|                                                                         |  |                               |       |   |      |   |       |      |  |   |       |  
|Net periodic benefit cost included in selling and administrative expense |  | $                             | 1,366 |   |      | $ | 1,477 |      |  | $ | 1,695 |  
|                                                                         |  |                               |       |   |      |   |       |      |  |   |       |  



The unrecognized net loss and
prior service credit for the defined benefit plans that is expected to be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $979 and ($10), respectively. The prior service credit and
transition obligation for the other postretirement plan that is expected to be amortized from other accumulated comprehensive income into net periodic benefit cost over the next fiscal year is ($219) and $549, respectively.



The costs for our pension benefits and other postretirement
benefits are actuarially determined. Key assumptions utilized at the measurement dates of December 26, 2010 and December 27, 2009 for pension benefits and for other postretirement benefits include the following:



Weighted-average assumptions used to determine benefit
obligations:



|                               |  |                  |      |   |                              |  |      |      |  |  |      |   |  |  |      |  
|------------------------------ |  | ---------------- | ---- | - | ---------------------------- |  | ---- | ---- |  |  | ---- | - |  |  | ---- | -
|                               |  | Pension Benefits |      |   | OtherPostretirement Benefits | 
|December 26 and December 27    |  | 2010             |      |   | 2009                         |  |      | 2010 |  |  | 2009 |  
|Discount rate                  |  |                  | 5.35 | % |                              |  | 5.70 | %    |  |  | 4.95 | % |  |  | 5.50 | %
|Rate of compensation increases |  |                  |     |   |                              |  | 4.80 |      |  |  |     |   |  |  |     |  



Weighted-average assumptions used to determine net periodic benefit cost:



|                                                      |  |                  |           |   |                              |  |      |      |  |  |      |   |  |      |      |   |      |  |      |   |  |  |      |  
|----------------------------------------------------- |  | ---------------- | --------- | - | ---------------------------- |  | ---- | ---- |  |  | ---- | - |  | ---- | ---- | - | ---- |  | ---- | - |  |  | ---- | -
|                                                      |  | Pension Benefits |           |   | OtherPostretirement Benefits | 
|Years ended December 26, December 27, and December 28 |  | 2010             |           |   | 2009                         |  |      | 2008 |  |  | 2010 |   |  | 2009 |      |   | 2008 | 
|Discount rate                                         |  |                  | 5.70/4.70 | % |                              |  | 6.50 | %    |  |  | 6.60 | % |  |      | 5.50 | % |      |  | 6.15 | % |  |  | 6.50 | %
|Expected return on plan assets                        |  |                  | 8.50/8.25 |   |                              |  | 8.50 |      |  |  | 8.50 |   |  |      |     |   |      |  |     |   |  |  |     |  
|Rate of compensation increases                        |  |                  | 4.80      |   |                              |  | 4.80 |      |  |  | 4.80 |   |  |      |     |   |      |  |     |   |  |  |     |  



Due to the amendments to the pension plans, the measurement of the net periodic benefit cost from the beginning of the year through
October 12, 2010 was based upon a 5.70% discount rate and an 8.50% expected rate of return on plan assets. The measurement of the net periodic pension benefit cost from the amendment date to the end of 2010 was based upon a 4.70% discount rate
and an 8.25% expected rate of return on plan assets.



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|3 | EMPLOYEE BENEFIT PLANS continued
|- | --------------------------------



To determine the discount rate assumptions for the pension and the postretirement
benefit plans, we studied our plans specific discount rate by matching our projected benefit payments to a yield curve developed from high grade corporate bonds. The results of those studies were used as the benchmark to determine the discount
rate assumptions.



We studied historical markets
to determine the long-term rate of return assumption for plan assets. We preserved the long-term historical relationships between equities and fixed-income securities, consistent with the widely accepted capital market principle that assets with
higher volatility generate a greater return over the long run. We evaluate current market factors such as inflation and interest rates before we determine long-term capital market assumptions. We review peer data and historical returns to check for
reasonableness and appropriateness.



The assumed
health care cost trend rate used in measuring the postretirement benefit obligation for retirees for 2011 is 10.00%, grading down to 5.00% in the year 2021 and thereafter. The assumed health care cost trend rates have a significant effect on the
amounts reported for other postretirement benefits. A 1% change in the assumed health care cost trend rate would have the following effects:



|                                                                    |  |            |     |  |            |   |      |  
|------------------------------------------------------------------- |  | ---------- | --- |  | ---------- | - | ---- | -
|                                                                    |  | 1%Increase |     |  | 1%Decrease |  
|Effect on total of service and interest cost components in 2011     |  | $          | 10  |  |            | $ | (10  | )
|Effect on postretirement benefit obligation as of December 26, 2010 |  | $          | 180 |  |            | $ | (170 | )



Plan Assets



The following tables present the fair value of our plan assets by level of the fair value hierarchy. In accordance with the FASBs guidance for fair value measurements, level 1 inputs are quoted
prices in active markets for identical assets; level 2 inputs are significant other observable inputs; and level 3 inputs are significant unobservable inputs.



|                                 |  |               |        |  |               |   |        |               |  |  |       |  |  |   |         | 
|-------------------------------- |  | ------------- | ------ |  | ------------- | - | ------ | ------------- |  |  | ----- |  |  | - | ------- | 
|December 26, 2010                |  | Level 1Inputs |        |  | Level 2Inputs |   |        | Level 3Inputs |  |  | Total | 
|Common stocks                    |  | $             | 10,884 |  |               |   |       |               |  |  |      |  |  |   | 10,884  | 
|Mutual funds                     |  |               | 84,397 |  |               |   |       |               |  |  |      |  |  |   | 84,397  | 
|Money-market fund                |  |               | 469    |  |               |   |       |               |  |  |      |  |  |   | 469     | 
|Collective trust fund            |  |               |       |  |               |   | 13,121 |               |  |  |      |  |  |   | 13,121  | 
|                                 |  |               |        |  |               |   |        |               |  |  |       |  |  |   |         | 
|                                 |  |               | 95,750 |  |               |   | 13,121 |               |  |  |      |  |  |   | 108,871 | 
|Unsettled trades of common stock |  |               | 232    |  |               |   |       |               |  |  |      |  |  |   | 232     | 
|                                 |  |               |        |  |               |   |        |               |  |  |       |  |  |   |         | 
|Fair value of plan assets        |  | $             | 95,982 |  |               | $ | 13,121 |               |  |  |      |  |  | $ | 109,103 | 
|                                 |  |               |        |  |               |   |        |               |  |  |       |  |  |   |         | 



80



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##### Table of Contents

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|3 | EMPLOYEE BENEFIT PLANS continued
|- | --------------------------------



|                                 |  |               |        |   |               |   |        |               |  |   |       |  |  |   |         |  
|-------------------------------- |  | ------------- | ------ | - | ------------- | - | ------ | ------------- |  | - | ----- |  |  | - | ------- | -
|December 27, 2009                |  | Level 1Inputs |        |   | Level 2Inputs |   |        | Level 3Inputs |  |   | Total | 
|Common stocks                    |  | $             | 9,265  |   |               | $ |       |               |  | $ |      |  |  | $ | 9,265   |  
|Mutual funds                     |  |               | 81,145 |   |               |   |       |               |  |   |      |  |  |   | 81,145  |  
|Money-market fund                |  |               | 504    |   |               |   |       |               |  |   |      |  |  |   | 504     |  
|Collective trust fund            |  |               |       |   |               |   | 13,710 |               |  |   |      |  |  |   | 13,710  |  
|                                 |  |               |        |   |               |   |        |               |  |   |       |  |  |   |         |  
|                                 |  |               | 90,914 |   |               |   | 13,710 |               |  |   |      |  |  |   | 104,624 |  
|Unsettled trades of common stock |  |               | (47    | ) |               |   |       |               |  |   |      |  |  |   | (47     | )
|                                 |  |               |        |   |               |   |        |               |  |   |       |  |  |   |         |  
|Fair value of plan assets        |  | $             | 90,867 |   |               | $ | 13,710 |               |  |   |      |  |  | $ | 104,577 |  
|                                 |  |               |        |   |               |   |        |               |  |   |       |  |  |   |         |  



Our pension plan weighted
average asset allocations at December 26, 2010 and December 27, 2009 by asset category are as follows:



|                            |  |             |       |   |      |  |       |  
|--------------------------- |  | ----------- | ----- | - | ---- |  | ----- | -
|                            |  | Plan Assets |      
|December 26 and December 27 |  | 2010        |       |   | 2009 | 
|Equity securities           |  |             | 71.5  | % |      |  | 70.0  | %
|Fixed-income securities     |  |             | 27.9  |   |      |  | 29.6  |  
|Other                       |  |             | 0.6   |   |      |  | 0.4   |  
|                            |  |             |       |   |      |  |       |  
|Total                       |  |             | 100.0 | % |      |  | 100.0 | %
|                            |  |             |       |   |      |  |       |  



We employ a total return
investment approach whereby a mix of equity and fixed-income investment funds are used to maximize the long-term return of plan assets for a prudent level of risk. We establish our risk tolerance through careful consideration of plan liabilities,
plan funded status, and our financial condition. The investment portfolio contains a diversified blend of equity and debt investments. The equity component is diversified across U.S. and non-U.S. stocks, as well as growth, value and small and large
capitalization stocks. The fixed-income component is diversified across the maturity, quality and sector spectrum. The portfolio may also hold cash equivalents. Fund managers may use derivatives only if the vehicle is deemed by the manager to be
more attractive than a similar direct investment in the underlying cash market, or if the vehicle is being used to manage risk of the portfolio. Derivatives, however, may not be used in a speculative manner or to leverage the portfolio. We measure
and monitor investment risk on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability allocation studies. The asset mix guidelines for the plan are as follows:



|                                 |  |                            |      |   |        |  |      |         |  |  |      |  
|-------------------------------- |  | -------------------------- | ---- | - | ------ |  | ---- | ------- |  |  | ---- | -
|                                 |  | Percent of Total Portfolio |     
|                                 |  | Minimum                    |      |   | Target |  |      | Maximum | 
|Large capitalization U.S. stocks |  |                            | 30.0 | % |        |  | 35.0 | %       |  |  | 40.0 | %
|Small capitalization U.S. stocks |  |                            | 15.0 |   |        |  | 20.0 |         |  |  | 25.0 |  
|International stock              |  |                            | 10.0 |   |        |  | 15.0 |         |  |  | 20.0 |  
|Fixed-income securities          |  |                            | 20.0 |   |        |  | 25.0 |         |  |  | 35.0 |  
|Cash equivalents                 |  |                            |     |   |        |  | 5.0  |         |  |  | 5.0  |  



Contributions



We fund our defined benefit pension plan at the minimum amount required by the Pension Protection Act of 2006. We do not expect to
contribute to our qualified defined benefit pension plan in 2011. Based on current



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|3 | EMPLOYEE BENEFIT PLANS continued
|- | --------------------------------



projections, we expect to contribute $3,300 to our qualified defined benefit pension plan in 2012. We expect to contribute $469 and $517 to our unfunded non-qualified pension plan in 2011 and
2012, respectively.



Benefit Payments



The following benefit payments, which
reflect expected future service, as appropriate, are expected to be paid with future contributions to the plan or directly from plan assets, as follows:



|          |  |                 |        |  |                             |   |       | 
|--------- |  | --------------- | ------ |  | --------------------------- | - | ----- | 
|          |  | PensionBenefits |        |  | OtherPostretirementBenefits |  
|2011      |  | $               | 8,947  |  |                             | $ | 1,275 | 
|2012      |  |                 | 9,159  |  |                             |   | 1,327 | 
|2013      |  |                 | 9,280  |  |                             |   | 1,348 | 
|2014      |  |                 | 9,437  |  |                             |   | 1,376 | 
|2015      |  |                 | 9,677  |  |                             |   | 1,389 | 
|2016-2019 |  |                 | 49,697 |  |                             |   | 7,145 | 



The 401(k) plan is a defined contribution benefit plan covering substantially all employees. The plan allows employees to defer up to 50%
of their eligible wages, up to the IRS limit, on a pre-tax basis. In addition, employees can contribute up to 50% of their eligible wages after taxes. The maximum combined total contribution may not exceed 50% of each employees eligible wages.
Each employee who elects to participate is eligible to receive company matching contributions. Prior to the suspension of our matching contributions in February 2009, we contributed $0.50 for each dollar contributed by the participant, up to 5% of
their eligible wages, for a maximum match of 2.5% of eligible wages, as defined by the 401(k) plan. The matching contributions, recorded as an operating expense, were $0, $437, and $2,399 in 2010, 2009, and 2008, respectively. Included in the 2009
and 2008 matching contributions are contributions to the employees of IPC and PrimeNet of $46 and $274, respectively. Effective January 1, 2011, the current matching contribution to our 401(k) plan has been enhanced and we intend to contribute
$0.50 for each dollar contributed by the 401(k) participant, up to 7% of their eligible wages, for a maximum match of 3.5% of eligible wages, as defined by the 401(k) plan.



We made additional contributions into the 401(k) on behalf of
certain employees not covered by the defined benefit pension plan and for employees who elected to freeze their defined pension benefits under our Annual Employer Contribution (AEC) plan. In March 2009, our board of directors approved an amendment
to our 401(k) plan to suspend the AEC contribution for all active employees for 18 months beginning July 1, 2009. Our AEC contributions, recorded as an operating expense, were $0, $873, and $2,103 in 2010, 2009, and 2008, respectively. Included
in the 2009 and 2008 matching contributions are contributions to the employees of IPC and PrimeNet of $129 and $329, respectively. Our 401(k) plan was further amended on October 12, 2010. Effective January 1, 2011, the AEC is no longer a
component of the 401(k) plan.



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|4 | INCOME TAXES
|- | ------------



The components of the provision (benefit) for income taxes consist of the following:



|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  
|---------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | ---- |  | - | -------- | -
|Years ended December 26, December 27 and December 28                   |  | 2010 |        |   | 2009 |   |       | 2008 | 
|Current:                                                               |  |      |        |   |      |   |       |      |  |   |          |  
|Federal                                                                |  | $    | 8,498  |   |      | $ | 1,018 |      |  | $ | (709     | )
|State                                                                  |  |      | 1,963  |   |      |   | (684  | )    |  |   | 1,049    |  
|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  
|Total current                                                          |  |      | 10,461 |   |      |   | 334   |      |  |   | 340      |  
|Deferred:                                                              |  |      |        |   |      |   |       |      |  |   |          |  
|Federal                                                                |  |      | 8,248  |   |      |   | 710   |      |  |   | (93,434  | )
|State                                                                  |  |      | 356    |   |      |   | 883   |      |  |   | (13,942  | )
|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  
|Total deferred                                                         |  |      | 8,604  |   |      |   | 1,593 |      |  |   | (107,376 | )
|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  
|Total provision (benefit) for income taxes for continuing operations   |  | $    | 19,065 |   |      | $ | 1,927 |      |  | $ | (107,036 | )
|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  
|Current:                                                               |  |      |        |   |      |   |       |      |  |   |          |  
|Federal                                                                |  | $    | 2,465  |   |      | $ | 114   |      |  | $ | 1,168    |  
|State                                                                  |  |      | 278    |   |      |   | (161  | )    |  |   | (43      | )
|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  
|Total current                                                          |  |      | 2,743  |   |      |   | (47   | )    |  |   | 1,125    |  
|Deferred:                                                              |  |      |        |   |      |   |       |      |  |   |          |  
|Federal                                                                |  |      | (459   | ) |      |   | (478  | )    |  |   | (151     | )
|State                                                                  |  |      | 36     |   |      |   | (2    | )    |  |   | 22       |  
|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  
|Total deferred                                                         |  |      | (423   | ) |      |   | (480  | )    |  |   | (129     | )
|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  
|Total provision (benefit) for income taxes for discontinued operations |  | $    | 2,320  |   |      | $ | (527  | )    |  | $ | 996      |  
|                                                                       |  |      |        |   |      |   |       |      |  |   |          |  



The significant differences
between the statutory federal income tax rates and the effective income tax (benefit) rates are as follows:



|                                                                        |  |      |      |   |      |  |       |      |  |  |       |   
|----------------------------------------------------------------------- |  | ---- | ---- | - | ---- |  | ----- | ---- |  |  | ----- | --
|Years ended December 26, December 27 and December 28                    |  | 2010 |      |   | 2009 |  |       | 2008 | 
|Statutory federal income tax rate                                       |  |      | 35.0 | % |      |  | 35.0  | %    |  |  | (35.0 | )%
|State income taxes, net of federal tax benefit                          |  |      | 4.8  |   |      |  | 8.5   |      |  |  | (2.5  | ) 
|Revaluation of deferred taxes due to sale of printing services business |  |      | (1.5 | ) |      |  |      |      |  |  |      |   
|Recognition of uncertain tax benefits                                   |  |      |     |   |      |  | (17.5 | )    |  |  |      |   
|Goodwill and broadcast license impairment                               |  |      |     |   |      |  |      |      |  |  | 5.7   |   
|Non-deductible meals and entertainment expenses                         |  |      |     |   |      |  | 2.7   |      |  |  | 0.1   |   
|Other                                                                   |  |      |     |   |      |  | (0.5  | )    |  |  | (0.4  | ) 
|                                                                        |  |      |      |   |      |  |       |      |  |  |       |   
|Effective income tax (benefit) rate                                     |  |      | 38.3 | % |      |  | 28.2  | %    |  |  | (32.1 | )%
|                                                                        |  |      |      |   |      |  |       |      |  |  |       |   



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|4 | INCOME TAXES continued
|- | ----------------------



Temporary differences that give rise to the deferred tax assets and liabilities at
December 26, 2010 and December 27, 2009 are as follows:



|                                                                              |  |      |         |   |      |   |         |  
|----------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                              |  | 2010 |         |   | 2009 |  
|Current assets                                                                |  |      |         |   |      |   |         |  
|Receivables                                                                   |  | $    | 1,199   |   |      | $ | 1,517   |  
|Inventories                                                                   |  |      | 17      |   |      |   | 89      |  
|Other assets                                                                  |  |      | 617     |   |      |   | 548     |  
|Accrued compensation                                                          |  |      | 1,623   |   |      |   | 2,038   |  
|Accrued state taxes                                                           |  |      | 310     |   |      |   |        |  
|Accrued employee benefits                                                     |  |      | 1,043   |   |      |   | 957     |  
|                                                                              |  |      |         |   |      |   |         |  
|Total current deferred tax assets                                             |  |      | 4,809   |   |      |   | 5,149   |  
|                                                                              |  |      |         |   |      |   |         |  
|Current liabilities                                                           |  |      |         |   |      |   |         |  
|Accrued state income taxes                                                    |  |      |        |   |      |   | (250    | )
|                                                                              |  |      |         |   |      |   |         |  
|Total current deferred tax liabilities                                        |  |      |        |   |      |   | (250    | )
|                                                                              |  |      |         |   |      |   |         |  
|Total net current deferred tax assets                                         |  | $    | 4,809   |   |      | $ | 4,899   |  
|                                                                              |  |      |         |   |      |   |         |  
|Non-current assets                                                            |  |      |         |   |      |   |         |  
|Accrued employee benefits                                                     |  | $    | 22,025  |   |      | $ | 23,658  |  
|State deferred income taxes                                                   |  |      | 5,926   |   |      |   | 6,400   |  
|State net operating loss and tax credit carryforwards                         |  |      | 2,352   |   |      |   | 2,406   |  
|Intangible assets                                                             |  |      | 39,073  |   |      |   | 48,527  |  
|Other assets                                                                  |  |      | 263     |   |      |   | 262     |  
|Valuation allowances on state net operating loss and tax credit carryforwards |  |      | (116    | ) |      |   | (202    | )
|                                                                              |  |      |         |   |      |   |         |  
|Total non-current deferred tax assets                                         |  |      | 69,523  |   |      |   | 81,051  |  
|                                                                              |  |      |         |   |      |   |         |  
|Non-current liabilities                                                       |  |      |         |   |      |   |         |  
|Property and equipment                                                        |  |      | (15,446 | ) |      |   | (17,683 | )
|                                                                              |  |      |         |   |      |   |         |  
|Total non-current deferred tax liabilities                                    |  |      | (15,446 | ) |      |   | (17,683 | )
|                                                                              |  |      |         |   |      |   |         |  
|Total net non-current deferred tax assets                                     |  | $    | 54,077  |   |      | $ | 63,368  |  
|                                                                              |  |      |         |   |      |   |         |  



We deduct broadcast licenses and
tax-deductible goodwill over a period of 15 years from the date of acquisition. The non-cash goodwill and broadcast license impairment charges recorded in 2009 and 2008 are not currently deductible for income tax purposes and have caused us to
recognize a deferred tax asset. We believe it is more likely than not that we will realize a tax benefit for our deferred tax assets and we believe that they will be utilized to offset future taxable income over the next 20 years in accordance with
current income tax law. In the future, we may be required to record a valuation allowance against our deferred tax assets if we have future operating losses or reductions in our expected future profitability which would cause us to believe we would
be unable to utilize them.



At December 26,
2010, we have $2,352 of tax-effected state net operating loss carryforwards available to offset against future taxable income over the next 20 years. The net operating losses begin expiring in 2013. To the extent we believe it is more likely than
not that certain of the net operating loss carryforwards will expire unused, we have recorded $116 in valuation allowances.



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|4 | INCOME TAXES continued
|- | ----------------------



We file tax returns in the United States federal jurisdiction, as well as approximately
15 state and local jurisdictions. The statute of limitations for assessing additional taxes is three years for federal purposes and typically between three and four years for state and local purposes. Accordingly, our 2007 through 2009 tax returns
are open for federal purposes, and our 2006 through 2009 tax returns remain open for state tax purposes, unless the statute of limitations has been previously extended. Currently, we are under audit in Wisconsin for our 2004 through 2007 tax
returns, Illinois for our 2006 and 2007 tax returns and Florida for our 2007 through 2009 tax returns.



The following table summarizes the activity related to our unrecognized tax benefits during 2010, 2009 and 2008:



|                                                           |  |      |       |   |      |   |        |      |  |   |       |  
|---------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ------ | ---- |  | - | ----- | -
|                                                           |  | 2010 |       |   | 2009 |   |        | 2008 | 
|Beginning balance                                          |  | $    | 1,058 |   |      | $ | 2,478  |      |  | $ | 2,408 |  
|Increases related to current year tax provisions           |  |      | 18    |   |      |   | 112    |      |  |   | 747   |  
|Increases due to prior year tax provisions                 |  |      | 6     |   |      |   |       |      |  |   |      |  
|Decreases related to prior year tax provisions             |  |      |      |   |      |   | (283   | )    |  |   | (236  | )
|Decreases due to the expiration of statutes of limitations |  |      | (56   | ) |      |   | (188   | )    |  |   |      |  
|Decreases due to settlements                               |  |      | (113  | ) |      |   | (1,061 | )    |  |   | (441  | )
|                                                           |  |      |       |   |      |   |        |      |  |   |       |  
|Ending balance                                             |  | $    | 913   |   |      | $ | 1,058  |      |  | $ | 2,478 |  
|                                                           |  |      |       |   |      |   |        |      |  |   |       |  



At December 26, 2010, our
liability for unrecognized tax benefits was $913, which, if recognized, would have an impact on our effective tax rate. At December 26, 2010, it is possible for $602 in unrecognized tax benefits and related interest to be recognized within the
next 12 months due to settlements with taxing authorities.



We recognize interest income/expense and penalties related to unrecognized tax benefits in our provision for income taxes. At December 26, 2010 and December 27, 2009, we had $239 and $374,
respectively, accrued for interest expense and penalties. During 2010 and 2009, we recognized $47 of interest expense and $418 of interest income, respectively, related to unrecognized tax benefits. Our liability for interest and penalties decreased
by $182 due to a reduction for a state audit settlement and the expiration of statutes of limitations.



|5 | COMMITMENTS
|- | -----------



We lease office space, certain broadcasting facilities, distribution centers, delivery vehicles and equipment under both short-term and
long-term leases accounted for as operating leases. Some of the lease agreements contain renewal options and rental escalation clauses, as well as provisions for the payment of utilities, maintenance and taxes.



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|5 | COMMITMENTS continued
|- | ---------------------



As of December 26, 2010, our future minimum rental payments due under
noncancellable operating lease agreements consist of the following:



|           |  |                   |       | 
|---------- |  | ----------------- | ----- | 
|           |  | Due InFiscal Year |      
|2011       |  | $                 | 2,867 | 
|2012       |  |                   | 2,327 | 
|2013       |  |                   | 1,113 | 
|2014       |  |                   | 842   | 
|2015       |  |                   | 740   | 
|Thereafter |  |                   | 2,095 | 
|           |  |                   |       | 
|           |  | $                 | 9,984 | 
|           |  |                   |       | 



Our publishing businesses lease
print equipment and delivery trucks accounted for as capital leases. As of December 26, 2010, our future minimum rental payments due under capital lease agreements consist of the following:



|           |  |                   |     | 
|---------- |  | ----------------- | --- | 
|           |  | Due InFiscal Year |    
|2011       |  | $                 | 371 | 
|2012       |  |                   | 273 | 
|2013       |  |                   | 63  | 
|2014       |  |                   | 50  | 
|2015       |  |                   | 50  | 
|Thereafter |  |                   | 21  | 
|           |  |                   |     | 
|           |  | $                 | 828 | 
|           |  |                   |     | 



Rent expense charged to our
continuing operations for 2010, 2009, and 2008 was $5,038, $5,067, and $5,484, respectively. We amortize rent expense on a straight-line basis for leases with rent escalation clauses. Rental income from subleases included in our continuing
operations for 2010, 2009 and 2008 was $38, $6, and $2, respectively. There were no noncancellable subleases as of December 26, 2010.



At December 26, 2010, we had purchase commitments at our broadcasting business related to audience research services for $11,057,
license fees and maintenance for an order entry and billing system for $4,402, weather media services for $934, telephone and data equipment for $250, a sales application and inventory system for $160, and a digital media application for $100.



We have $2,470 of standby letters of credit for
business insurance purposes.



Over the next five
years, we are committed to purchase and provide advertising time in the amount of $11,245 for television program rights that currently are not available for broadcast, including programs not yet produced. If such programs are not produced, our
corresponding commitment would expire without obligation.



We provided a guarantee to the landlord of our former New England community newspapers and shopper business, which was sold in 2007, with respect to tenant liabilities and obligations associated with a
lease which expires in December 2016. Our maximum potential obligation pursuant to the guarantee is $1,056 as of December 26, 2010. As part of the sales transaction, we received a guarantee from the buyer of our New England



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|5 | COMMITMENTS continued
|- | ---------------------



business that they will satisfy all the liabilities and obligations of the assigned lease. In the event that they fail to satisfy their liabilities and obligations and the landlord invokes our
guarantee, we have a right to indemnification from the buyer.



We provided a guarantee to the landlord of our former Clearwater, Florida-based operations of PrimeNet, which was sold in February 2010, with respect to tenant liabilities and obligations associated with
a lease which expires in May 2011. In addition, the buyer has assumed certain leases for equipment and we have provided a guarantee for the remaining lease obligations. The equipment leases expire in March 2012. Our maximum potential obligations
pursuant to the guarantee and the assumed leases were $457 as of December 26, 2010.



|6 | SHAREHOLDERS EQUITY
|- | --------------------



We have three classes of common stock. Class C shares are held by Matex Inc., members of the family of our former chairman Harry J. Grant,
trusts for the benefit of members of the family (which we collectively refer to as the Grant family shareholders) and Proteus Fund, Inc., a non-profit organization. The class C shares are entitled to two votes per share. These shares are
convertible into class A shares or a combination of class A and class B shares at any time at the option of the holder. Dividends on class C shares are cumulative and equal to the dividends declared on the class A and class B shares, provided that
the dividend will not be less than approximately $0.57 per year. Cash dividends may be declared and paid with respect to class C common stock without concurrent cash dividends on the class A and class B shares. As of December 26, 2010 and
December 27, 2009, accrued class C dividends were $3,245 and $1,391, respectively, and are reported in other long-term liabilities in the consolidated balance sheets. Class B shares are held by our current and former employees, our non-employee
directors and Grant family shareholders. These shares are entitled to ten votes per share, and are convertible to class A shares at the option of the holder after first offering to sell them to other eligible purchasers through the offer procedures
set forth in our articles of incorporation. Dividends on Class B shares are equal to those declared on the class A shares. Cash dividends on class A and class B shares may not be paid until cumulative dividends on class C shares are paid.
Class A shares are publicly traded on the New York Stock Exchange under the symbol JRN.



The changes in the number of shares of our common stock during 2010, 2009 and 2008 are as follows (in thousands):



|                                                                       |  |              |       |  |         |  |        |         |  |  |        |  
|---------------------------------------------------------------------- |  | ------------ | ----- |  | ------- |  | ------ | ------- |  |  | ------ | -
|                                                                       |  | Common Stock |      
|                                                                       |  | Class C      |       |  | Class B |  |        | Class A | 
|Balance at December 30, 2007                                           |  |              | 3,264 |  |         |  | 11,528 |         |  |  | 45,352 |  
|Conversion of class B shares to class A shares                         |  |              |      |  |         |  | (1,958 | )       |  |  | 1,958  |  
|Shares repurchased                                                     |  |              |      |  |         |  |       |         |  |  | (6,757 | )
|Shares issued under equity incentive and employee stock purchase plans |  |              |      |  |         |  | 369    |         |  |  |       |  
|                                                                       |  |              |       |  |         |  |        |         |  |  |        |  
|Balance at December 28, 2008                                           |  |              | 3,264 |  |         |  | 9,939  |         |  |  | 40,553 |  
|Conversion of class B shares to class A shares                         |  |              |      |  |         |  | (1,230 | )       |  |  | 1,230  |  
|Shares issued under equity incentive and employee stock purchase plans |  |              |      |  |         |  | 933    |         |  |  |       |  
|                                                                       |  |              |       |  |         |  |        |         |  |  |        |  
|Balance at December 27, 2009                                           |  |              | 3,264 |  |         |  | 9,642  |         |  |  | 41,783 |  
|Conversion of class B shares to class A shares                         |  |              |      |  |         |  | (1,413 | )       |  |  | 1,413  |  
|Shares issued under equity incentive and employee Stock purchase plans |  |              |      |  |         |  | 366    |         |  |  |       |  
|                                                                       |  |              |       |  |         |  |        |         |  |  |        |  
|Balance at December 26, 2010                                           |  |              | 3,264 |  |         |  | 8,595  |         |  |  | 43,196 |  
|                                                                       |  |              |       |  |         |  |        |         |  |  |        |  



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|7 | STOCK-BASED COMPENSATION
|- | ------------------------





2007 Journal Communications, Inc. Omnibus Incentive Plan



The purpose of the 2007 Journal
Communications, Inc. Omnibus Incentive Plan (2007 Plan) is to promote our success by linking personal interests of our employees, officers and non-employee directors to those of our shareholders, and by providing participants with an incentive for
outstanding performance. The 2007 Plan is also intended to enhance our ability to attract, motivate and retain the services of employees, officers, and directors upon whose judgment, interest, and special effort the successful conduct of our
operation is largely dependent.



Subject to
adjustment as provided in the 2007 Plan, the aggregate number of shares of class A common stock or class B common stock reserved and available for issuance pursuant to awards granted under the 2007 Plan is 4,800,000 shares which may be awarded in
the form of nonstatutory or incentive stock options, stock appreciation rights, restricted stock, restricted or deferred stock units, performance awards, dividend equivalents or other stock-based awards. The 2007 Plan also provides for the issuance
of cash-based awards. The 2007 Plan replaced the 2003 Equity Incentive Plan (2003 Plan) and, as of May 3, 2007, all equity grants are made from the 2007 Plan. We will not grant any additional awards under the 2003 Plan. As of December 26,
2010, there are 2,915,532 shares available for issuance under the 2007 Plan.



During the years ended December 26, 2010, December 27, 2009 and December 28, 2008, we recognized $1,821, $1,388 and $1,608, respectively, in stock-based compensation expense, including
$136, $57, and $61, respectively, recorded in the net gain from discontinued operations. Total income tax benefit recognized related to stock-based compensation for the years ended December 26, 2010, December 27, 2009 and
December 28, 2008 was $698, $341 and $515, respectively. We recognize stock-based compensation expense on a straight-line basis over the service period based upon the fair value of the award on the grant date. As of December 26, 2010,
total unrecognized compensation cost related to stock-based awards was $1,232, net of estimated forfeitures, which we expect to recognize over a weighted average period of 0.8 years. Stock-based compensation expense is reported in selling and
administrative expenses and the net gain on discontinued operations in our consolidated statements of operations.



Nonstatutory stock options



The compensation committee of our board of directors has granted nonstatutory stock options to employees and non-employee directors at a
purchase price equal to at least the fair market value of our class B common stock on the grant date for an exercise term determined by the committee, not to exceed 10 years from the grant date. It is our policy to issue new class B common stock
upon the exercise of nonstatutory stock options.



In 2004, certain of our employees were granted options to purchase class B common stock. These options are exercisable and will remain
exercisable for a period of up to seven years from the grant date. There have been no options granted since 2004.



A summary of stock option activity during 2010 is:



|                                 |  |         |         |   |                               |   |       |                                                |  |  |     | 
|-------------------------------- |  | ------- | ------- | - | ----------------------------- | - | ----- | ---------------------------------------------- |  |  | --- | 
|                                 |  | Options |         |   | WeightedAverageExercise Price |   |       | WeightedAverageContractualTermRemaining(years) | 
|Outstanding at December 27, 2009 |  |         | 41,500  |   |                               | $ | 18.18 |                                                |  |  |    | 
|Expired                          |  |         | (15,000 | ) |                               |   | 18.40 |                                                |  |  |    | 
|                                 |  |         |         |   |                               |   |       |                                                |  |  |     | 
|Outstanding at December 26, 2010 |  |         | 26,500  |   |                               |   | 18.06 |                                                |  |  | 0.3 | 
|                                 |  |         |         |   |                               |   |       |                                                |  |  |     | 



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FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|7 | STOCK-BASED COMPENSATION continued
|- | ----------------------------------



The aggregate intrinsic value of stock options outstanding and exercisable at the end of
2010 is zero because the fair market value of our class B common stock on December 26, 2010 was lower than the weighted average exercise price of the options.



Stock appreciation rights



A stock appreciation right, or SAR, represents the right to
receive an amount equal to the excess of the fair value of a share of our class B common stock on the exercise date over the base value of the SAR, which shall not be less than the fair value of a share of our class B common stock on the grant date.
Each SAR is settled only in shares of our class B common stock. The term during which any SAR may be exercised is 10 years from the grant date, or such shorter period as determined by the compensation committee of our board of directors.



Our SARs vest over a three year graded vesting schedule and
it is our policy to recognize compensation cost for awards with graded vesting on a straight-line basis over the vesting period for the entire award. We ensure the compensation cost recognized at any date is at least equal to the portion of the
grant-date value of the award that is vested at that date. The fixed price SARs have a fixed base value equal to the closing price of our class A common stock on the date of grant. The escalating price SARs have an escalating base value that starts
with the closing price of our class A common stock on the date of grant and increases by six percent per year for each year that the SARs remain outstanding, starting on the first anniversary of the grant date.



A summary of SAR activity during 2010 is:



|                                                       |  |      |           |  |                               |   |       |                                                |  |  |     | 
|------------------------------------------------------ |  | ---- | --------- |  | ----------------------------- | - | ----- | ---------------------------------------------- |  |  | --- | 
|                                                       |  | SARs |           |  | WeightedAverageExercise Price |   |       | WeightedAverageContractualTermRemaining(years) | 
|Outstanding at December 26, 2010 and December 27, 2009 |  |      | 1,083,207 |  |                               | $ | 10.71 |                                                |  |  | 6.6 | 
|                                                       |  |      |           |  |                               |   |       |                                                |  |  |     | 
|Exercisable at December 27, 2009                       |  |      | 590,409   |  |                               |   | 11.51 |                                                |  |  |     | 
|                                                       |  |      |           |  |                               |   |       |                                                |  |  |     | 
|Exercisable at December 26, 2010                       |  |      | 909,527   |  |                               |   | 11.21 |                                                |  |  | 6.5 | 
|                                                       |  |      |           |  |                               |   |       |                                                |  |  |     | 



A total of 319,118
SARs vested during 2010. The aggregate intrinsic value of the SARs outstanding and exercisable at the end of 2010 is zero because the fair market value of our class B common stock on December 26, 2010 was lower than the weighted average
exercise price of the SARs.



Fair value for SARs
granted in 2008 was calculated using the Black-Scholes option pricing model, with the following weighted average assumptions:



|                                                             |  |   |       |  
|------------------------------------------------------------ |  | - | ----- | -
|Dividend yield                                               |  |   | 2.70  | %
|Expected volatility                                          |  |   | 26.00 | %
|Risk-free rate of return of fixed price SARs                 |  |   | 3.41  | %
|Risk-free rate of return of escalating price SARs            |  |   | 3.54  | %
|Expected life of fixed price SARs (in years)                 |  |   | 7.0   |  
|Expected life of escalating price SARs (in years)            |  |   | 7.5   |  
|Weighted average fair value of fixed price SARs granted      |  | $ | 1.81  |  
|Weighted average fair value of escalating price SARs granted |  | $ | 1.03  |  



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FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|7 | STOCK-BASED COMPENSATION continued
|- | ----------------------------------



Because we have no historical options or SARs exercise experience, the expected life of
the fixed price SARs was based on the midpoint between the vesting date and the end of the contractual term and adjusted for the retirement provisions of our 2007 Plan. The expected life of the escalating price SARs was determined by adding a half
of a year to the fixed price SARs to compensate for their higher exercise price. The risk free rate of return was based on the United States Treasury yield curve in effect on the date of grant for the respective life of the SAR. The dividend yield
was based on the most recent annualized quarterly dividend payment divided by the average trailing twelve-month daily stock price and annualizing the rate. The expected volatility was based on the historical volatility of our common stock and was
benchmarked to our peers historical volatility over the same time period.



Stock grants



The compensation committee of our board of directors has granted class B common stock to employees and non-employee directors under our 2003 Plan and our 2007 Plan. Each stock grant may have been
accompanied by restrictions, or may have been made without any restrictions, as the compensation committee of our board of directors determined. Such restrictions could have included requirements that the participant remain in our continuous
employment for a specified period of time, or that we or the participant meet designated performance goals. We value non-vested restricted stock grants at the closing market prices of our class A common stock on the grant date.



A summary of stock grant activity during 2010 is:



|                                |  |        |          |   |                           |   |      | 
|------------------------------- |  | ------ | -------- | - | ------------------------- | - | ---- | 
|                                |  | Shares |          |   | WeightedAverageFair Value |  
|Non-vested at December 27, 2009 |  |        | 912,550  |   |                           | $ | 2.20 | 
|Granted                         |  |        | 426,634  |   |                           |   | 4.36 | 
|Vested                          |  |        | (550,791 | ) |                           |   | 3.12 | 
|Forfeited                       |  |        | (10,521  | ) |                           |   | 5.57 | 
|                                |  |        |          |   |                           |   |      | 
|Non-vested at December 26, 2010 |  |        | 777,872  |   |                           |   | 2.69 | 
|                                |  |        |          |   |                           |   |      | 



Our non-vested
restricted stock grants vest from one to five years from the grant date. We expect our non-vested restricted stock grants to fully vest over the weighted average remaining service period of 0.9 years. The total fair value of shares vesting during
2010 was $1,719. There was an aggregate of 836,005 unrestricted and non-vested restricted stock grants issued to our non-employee directors (78,505 shares) and employees (757,500 shares) in 2009 at a weighted average fair value of $1.11 per share,
of which 311,482 shares are vested as of December 26, 2010 with a total grant date fair value of $344. There were 309,313 vested unrestricted and non-vested restricted stock grants issued to our directors (64,163 shares) and employees (245,150
shares) during 2008 at a weighted average fair value of $3.75 per share, of which 219,163 shares are vested as of December 26, 2010 with a total grant date fair value of $736.



Employee stock purchase plan



The 2003 Employee Stock Purchase Plan permits eligible
employees to purchase our class B common stock at 90% of the fair market value measured as of the closing market price of our class A common stock on the day of purchase. We recognize compensation expense equal to the 10% discount of the fair market
value. Subject to certain adjustments, 3,000,000 shares of our class B common stock are authorized for sale under this plan. There



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FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)





|7 | STOCK-BASED COMPENSATION continued
|- | ----------------------------------



were 76,803 class B common shares sold to employees under this plan in 2010 at a weighted average fair value of $3.53. As of December 26, 2010, there are 2,327,847 shares available for sale
under the plan.



|8 | VARIABLE INTEREST ENTITY
|- | ------------------------



In 2009, the FASB issued amended guidance for consolidating VIEs. The guidance amends the evaluation criteria to identify the primary
beneficiary of a VIE and requires ongoing reassessment of whether an enterprise is the primary beneficiary of the VIE. The guidance also replaces the quantitative-based risks and rewards calculation for determining which reporting entity, if any,
has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has the power to direct the activities of a VIE that most significantly impact the entitys economic performance and (1) the
obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. The amended guidance also requires additional disclosures about a reporting entitys involvement in VIEs. We adopted this guidance in the first
quarter of 2010.



The adoption of this guidance
resulted in the consolidation of an unrelated party, ACE TV, Inc. The guidance was applied retrospectively with a cumulative-effect adjustment to noncontrolling interest as of the beginning of our fiscal year 2010. We have an affiliation agreement
with ACE TV, Inc. for the rights under a local marketing agreement for WACY-TV in Appleton, Wisconsin and to acquire certain assets of ACE TV, Inc. including the broadcast license of WACY-TV, pending FCC rule changes and approval. Under the
affiliation agreement, ACE TV, Inc. provides the programming for WACY-TV and we sell advertising time, provide all other television operating activities and own the non-broadcast license assets used by WACY-TV. Based on our power to direct certain
activities and our right to ultimately acquire the broadcast license, we have determined that ACE TV, Inc. is a VIE and that we are the primary beneficiary of the variable interests of WACY-TV. As a result, we have consolidated the net assets of ACE
TV, Inc., aggregating $1,164 which consists primarily of a broadcast license and investments. The investments of ACE TV Inc. can be used only to settle obligations of ACE TV, Inc. Creditors of ACE TV, Inc. have no recourse to our general credit.



|9 | GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS
|- | --------------------------------------------------------



Definite-Lived Intangibles



Our definite-lived intangible assets consist primarily of network affiliation agreements, customer lists, non-compete agreements and trade
names. We amortize the network affiliation agreements over a period of 25 years based on our good relationships with the networks, our long history of renewing these agreements and because 25 years is deemed to be the length of time before a
material modification of the underlying contract would occur. We amortize the customer lists over a period of five to 15 years, the non-compete agreements and franchise agreement fees over the terms of the contracts and the trade names over a period
of 25 years. Management determined there were no significant adverse changes in the value of these assets as of December 26, 2010.



Amortization expense was $1,932, $1,975 and $1,776 for 2010, 2009 and 2008 respectively. Estimated amortization expense for our next five
fiscal years is $1,569 for 2011, $1,494 for 2012, $1,375 for 2013, $1,276 for 2014 and $1,263 for 2015.



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FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|9 | GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS continued
|- | ------------------------------------------------------------------



The gross carrying amount, accumulated amortization and net carrying amount of the major
classes of definite-lived intangible assets as of December 26, 2010 and December 27, 2009 is as follows:



|                               |  |                     |        |  |                         |   |         |                   |  |   |        | 
|------------------------------ |  | ------------------- | ------ |  | ----------------------- | - | ------- | ----------------- |  | - | ------ | 
|December 26, 2010              |  | GrossCarryingAmount |        |  | AccumulatedAmortization |   |         | NetCarryingAmount | 
|Network affiliation agreements |  | $                   | 26,930 |  |                         | $ | (7,062  | )                 |  | $ | 19,868 | 
|Customer lists                 |  |                     | 6,794  |  |                         |   | (5,353  | )                 |  |   | 1,441  | 
|Non-compete agreements         |  |                     | 10,435 |  |                         |   | (10,392 | )                 |  |   | 43     | 
|Other                          |  |                     | 3,896  |  |                         |   | (2,260  | )                 |  |   | 1,636  | 
|                               |  |                     |        |  |                         |   |         |                   |  |   |        | 
|Total                          |  | $                   | 48,055 |  |                         | $ | (25,067 | )                 |  | $ | 22,988 | 
|                               |  |                     |        |  |                         |   |         |                   |  |   |        | 
|                               |  |                     |       
|December 27, 2009              |  | GrossCarryingAmount |        |  | AccumulatedAmortization |   |         | NetCarryingAmount | 
|Network affiliation agreements |  | $                   | 26,930 |  |                         | $ | (5,996  | )                 |  | $ | 20,934 | 
|Customer lists                 |  |                     | 6,922  |  |                         |   | (4,792  | )                 |  |   | 2,130  | 
|Non-compete agreements         |  |                     | 11,126 |  |                         |   | (11,061 | )                 |  |   | 65     | 
|Other                          |  |                     | 4,045  |  |                         |   | (2,198  | )                 |  |   | 1,847  | 
|                               |  |                     |        |  |                         |   |         |                   |  |   |        | 
|Total                          |  | $                   | 49,023 |  |                         | $ | (24,047 | )                 |  | $ | 24,976 | 
|                               |  |                     |        |  |                         |   |         |                   |  |   |        | 



In 2010, our daily newspaper
ceased production of the Milwaukee Homes & Fine Living specialty product. Intangible assets consisting of a customer list, non-compete agreement and trade name with a net carrying amount of $56 were written off.



|                                      |  |       |    | 
|------------------------------------- |  | ----- | -- | 
|Weighted-average amortization period: |  | Years |   
|Network affiliation agreements        |  |       | 25 | 
|Customer lists                        |  |       | 12 | 
|Non-compete agreements                |  |       | 5  | 
|Other                                 |  |       | 15 | 
|Total                                 |  |       | 18 | 



Broadcast Licenses



Broadcast licenses 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. Accordingly, we expect the cash flows from our broadcast licenses to continue indefinitely. The carrying value of our broadcast licenses was $82,426 and $81,762 as of December 26, 2010 and
December 27, 2009, respectively. The $664 increase in the net carrying amount of our broadcast licenses for 2010 reflects the consolidation of a VIE where we have an agreement that is considered to create variable interest in the entity that
holds the broadcast license.



2010 Annual
Impairment Test



Our annual impairment test
on broadcast licenses was performed at individual television and radio stations as of September 27, 2010 and results indicated there was no impairment of our broadcast licenses.



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FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|9 | GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS continued
|- | ------------------------------------------------------------------



For broadcast licenses at individual television and radio stations, we used an income
approach to estimate fair value. This approach uses the Greenfield method, which assumes the start up of a new station by an independent market participant. The fair value of the broadcast license is the result of the cash flows, for the license
only, necessary to start up and operate a station, without consideration of any goodwill or improvement to the station. The fair value estimates of our broadcast licenses contain significant assumptions incorporating variables that are based on past
experiences and judgments about future performance using industry normalized information for an average station within a market with the type of signal that each subject station produces. These variables include, but are not limited to: the
forecasted growth rate of each market (including market population, household income and retail sales), market share and profit margins of an average station within a market, estimated capital expenditures and start up costs, risk-adjusted discount
rate, likely media competition within the market and expected growth rates into perpetuity to estimate terminal values. Adverse changes in significant assumptions such as an increase in discount rates or a decrease in projected market revenues or
operating cash flows could result in additional non-cash impairment charges on our broadcast licenses in future periods, which could have a material impact on our financial condition and results of operations.



The fair value measurements determined for purposes of
performing our impairment tests are considered level 3 under the fair value hierarchy because they require significant unobservable inputs to be developed using estimates and assumptions which we determine and reflect those that a market participant
would use.



2009 and 2008 Interim and Annual
Impairment Tests



Due to a significant
adverse change in projected gross market revenues in the markets where we own television and radio stations, we performed interim impairment tests on all of our broadcast licenses as of May 31, 2009. We recorded a non-cash impairment charge of
$18,975 in the second quarter of 2009 for seven of our television broadcast licenses and 11 of our radio broadcast licenses. Our annual impairment tests as of September 28, 2009 indicated two of our television broadcast licenses and one of our
radio broadcast licenses were impaired due to a further decline in projected market revenues and an increase in the discount rates. We recorded a non-cash impairment charge of $1,158 in the fourth quarter of 2009.



Due to deteriorating macro-economic factors, a prolonged
adverse change in the business climate, deteriorating market conditions and results of operations and a further decline in our stock price, we performed interim impairment tests on all of our broadcast licenses as of September 28, 2008. We
recorded a non-cash impairment charge of $38,762 in the third quarter of 2008 for four television broadcast licenses and 13 radio broadcast licenses. However, due to the continuation of the downturn in the economy that adversely impacted our fourth
quarter operating results and caused us to significantly reduce our expected cash flows for 2009 and beyond, and further declines in the market value of our common stock, we performed interim impairment tests on all of our broadcast licenses at
December 28, 2008. We recorded a non-cash impairment charge of $90,439 for eight television broadcast licenses and 24 radio broadcast licenses in the fourth quarter of 2008.



Goodwill



For purposes of testing the carrying values of goodwill related to our reporting units, we determined fair
value by using an income and a market valuation approach. The income approach uses expected cash flows for each reporting unit. The cash flows were then discounted for risk and time value. In addition, the present value of the projected residual
value was estimated and added to the present value of the cash flows. The market approach was based on price multiples of publicly traded stocks of comparable companies to derive fair value. Each approach was weighted equally to determine a fair
value estimate of each reporting unit. We based our fair value



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FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|9 | GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS continued
|- | ------------------------------------------------------------------



estimates, in large measure, on projected financial information which we believe to be reasonable. However, actual future results may differ from those projections, and those differences may be
material. The valuation methodology used to estimate the fair value of our total company and our reporting units requires inputs and assumptions (i.e. market growth, operating profit margins, and discount rates) that reflect current market
conditions as well as management judgment.



2010 and 2009 Annual Impairment Tests



Our annual impairment tests on goodwill as of September 27, 2010 and as of September 28, 2009 indicated there was no impairment
of our goodwill.



2008 Interim and Annual
Impairment Tests



Our interim impairment test
as of September 28, 2008 indicated there was no goodwill impairment. Due to the downturn in the economy that adversely impacted our fourth quarter 2008 operating results and caused us to significantly reduce our expected cash flows for 2009 and
beyond, and further declines in the market value of our common stock, we performed an interim impairment test as of December 28, 2008 on goodwill relating to our reporting units. We recorded a $245,885 non-cash impairment charge for goodwill at
our publishing and broadcasting reporting units in the fourth quarter of 2008.



The changes in the carrying amount of goodwill by reporting segment during the years ended December 26, 2010 and December 27, 2009 are as follows:



|                                           |  |            |         |   |              |   |          |       |  |   |          |  
|------------------------------------------ |  | ---------- | ------- | - | ------------ | - | -------- | ----- |  | - | -------- | -
|                                           |  | Publishing |         |   | Broadcasting |   |          | Total | 
|Goodwill                                   |  | $          | 21,007  |   |              | $ | 229,163  |       |  | $ | 250,170  |  
|Accumulated impairment losses              |  |            | (16,722 | ) |              |   | (229,163 | )     |  |   | (245,885 | )
|                                           |  |            |         |   |              |   |          |       |  |   |          |  
|Balance as of December 28, 2008            |  |            | 4,285   |   |              |   |         |       |  |   | 4,285    |  
|                                           |  |            |        
|2009 Activity:                             |  |            |         |   |              |   |          |       |  |   |          |  
|Goodwill acquired                          |  |            |        |   |              |   | 4,824    |       |  |   | 4,824    |  
|Goodwill related to the sale of a business |  |            |        |   |              |   | (11      | )     |  |   | (11      | )
|                                           |  |            |         |   |              |   |          |       |  |   |          |  
|Goodwill                                   |  |            | 21,007  |   |              |   | 233,976  |       |  |   | 254,983  |  
|Accumulated impairment losses              |  |            | (16,722 | ) |              |   | (229,163 | )     |  |   | (245,885 | )
|                                           |  |            |         |   |              |   |          |       |  |   |          |  
|Balance as of December 27, 2009            |  |            | 4,285   |   |              |   | 4,813    |       |  |   | 9,098    |  
|                                           |  |            |        
|2010 No Activity                           |  |            |         |   |              |   |          |       |  |   |          |  
|Goodwill                                   |  |            | 21,007  |   |              |   | 233,976  |       |  |   | 254,983  |  
|Accumulated impairment losses              |  |            | (16,722 | ) |              |   | (229,163 | )     |  |   | (245,885 | )
|                                           |  |            |         |   |              |   |          |       |  |   |          |  
|Balance as of December 26, 2010            |  | $          | 4,285   |   |              | $ | 4,813    |       |  | $ | 9,098    |  
|                                           |  |            |         |   |              |   |          |       |  |   |          |  



|10 | ACQUISITIONS AND SALE
|-- | ---------------------



All acquisitions were accounted for using the purchase method. Accordingly, the operating results and cash flows of the acquired
businesses are included in our consolidated financial statements from the respective dates of acquisition. Pro forma information is not provided because the operating results of the acquisitions are not material.



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December 26, 2010 (in thousands,
except per share amounts)





|10 | ACQUISITIONS AND SALE continued
|-- | -------------------------------



2010



There were no acquisitions of businesses during 2010.



2009



On September 25, 2009, Journal Broadcast Group, Inc. and Journal Broadcast Corporation, our broadcasting
businesses, completed the sale of KGEM-AM and KCID-AM in Boise, Idaho to Salt & Light Radio, Inc. for $950 and recorded a $312 pre-tax gain on the sale. The divestiture of KGEM-AM and KCID-AM will allow us to focus on our four remaining
radio stations and two television stations in Boise, Idaho.



On April 23, 2009, Journal Broadcast Group, Inc. and Journal Broadcast Corporation completed the asset purchase of KNIN-TV from Banks Boise, Inc. for $6,593 in cash. KNIN-TV is the CW Network
affiliate serving the Boise, Idaho market. The purchase of KNIN-TV builds our cross-media business in Boise, Idaho to better serve advertisers and viewers, builds a stronger community presence in Boise, Idaho, and enhances our margin with multiple
media properties. Acquisition-related expenses were $57 in 2009 and are reported in selling and administrative expenses in our consolidated statement of operations.



The goodwill arising from the acquisition is attributable to
the synergies expected from aligning our television and radio stations in a cluster within the Boise, Idaho market. We seek to build a unique and differentiated brand position at each station within a cluster so that we can offer distinct solutions
for a variety of advertisers in any given market. This clustering strategy has allowed us to target our stations formats and sales efforts to better serve advertisers and listeners as well as leverage operating expenses to maximize the
performance of each station and the cluster.



The
recognized amounts of identifiable assets acquired and liabilities assumed for KNIN-TV are as follows:



|                                     |  |                  |       |  
|------------------------------------ |  | ---------------- | ----- | -
|                                     |  | KNIN-TVBoise, ID |      
|Syndicated programs                  |  | $                | 533   |  
|Property and equipment               |  |                  | 555   |  
|Goodwill                             |  |                  | 4,824 |  
|Broadcast license                    |  |                  | 1,203 |  
|Customer list                        |  |                  | 140   |  
|Syndicated programs                  |  |                  | (656  | )
|Other current assets and liabilities |  |                  | (6    | )
|                                     |  |                  |       |  
|Total purchase price                 |  | $                | 6,593 |  
|                                     |  |                  |       |  



We determined the useful life of
the acquired customer list to be five years. The KNIN-TV broadcast license expires in 2014 and we expect to renew the license without issue. The goodwill and broadcast license which we acquired are not subject to amortization for financial reporting
purposes. These intangible assets are, however, amortized and deductible for income tax purposes.



The operating results of the acquired stations since the acquisition date for the year ended December 27, 2009 was:



|                             |  |                             |       | 
|---------------------------- |  | --------------------------- | ----- | 
|                             |  | Year EndedDecember 27, 2009 |      
|Revenue                      |  | $                           | 1,840 | 
|Earnings before income taxes |  |                             | 810   | 



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December 26, 2010 (in thousands,
except per share amounts)



|11 | DISCONTINUED OPERATIONS
|-- | -----------------------





PrimeNet Marketing Services



During 2010, we sold substantially all of the operating
assets of our PrimeNet direct marketing services business located in St. Paul, Minnesota and Clearwater, Florida in two separate transactions. On February 3, 2010, certain direct mail and mail services operating assets located in St. Paul,
Minnesota were sold for $123. The remaining Minnesota-based assets were shutdown in April 2010, and accordingly, we recorded $373 for shutdown related costs in the second quarter of 2010. In a separate transaction, on February 8, 2010, we sold
the Clearwater, Florida-based operations of PrimeNet for a $700 note repayable over four years and a $147 working capital note repayable over three years. The consideration received in each transaction approximates the net book value of the assets
sold. PrimeNet was previously reported in our Other segment.



The following table summarizes PrimeNets revenue and loss before income taxes as reported in earnings (loss) from discontinued operations, net of applicable income taxes in the consolidated
statement of operations for all periods presented:



|                                                     |  |      |        |   |      |   |        |      |  |   |        |  
|---------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|Years ended December 26, December 27 and December 28 |  | 2010 |        |   | 2009 |   |        | 2008 | 
|Revenue                                              |  | $    | 2,144  |   |      | $ | 20,097 |      |  | $ | 28,364 |  
|Earnings (loss) before income taxes                  |  |      | (1,060 | ) |      |   | (2,217 | )    |  |   | (914   | )



There were no assets or liabilities reported as discontinued operations at December 26, 2010. PrimeNets current assets and current liabilities reported as discontinued operations in the
consolidated balance sheet at December 27, 2009 consisted of the following:



|                            |  |                  |       | 
|--------------------------- |  | ---------------- | ----- | 
|                            |  | December 27,2009 |      
|Receivables, net            |  | $                | 919   | 
|Inventories, net            |  |                  | 386   | 
|Prepaid expenses            |  |                  | 176   | 
|Property and equipment, net |  |                  | 912   | 
|                            |  |                  |       | 
|Total assets                |  | $                | 2,393 | 
|                            |  |                  |       | 
|Accounts payable            |  | $                | 318   | 
|Accrued compensation        |  |                  | 399   | 
|Accrued employee benefits   |  |                  | 44    | 
|Other liabilities           |  |                  | 535   | 
|                            |  |                  |       | 
|Total liabilities           |  | $                | 1,296 | 
|                            |  |                  |       | 



IPC Print Services, Inc.



On December 13, 2010, we sold
substantially all of the assets and certain liabilities of IPC, our former printing services business to Walsworth Publishing Company (Walsworth). Proceeds, net of transaction expenses, were $14,005 and resulted in a gain on discontinued operations
before income taxes of $5,411. An escrow fund in the amount of $731 has been established to secure our representations and warranties pursuant to the purchase agreement for two years from the date of the sale, after which time, any remaining funds
will be delivered to us. The operations of IPC have been reflected as discontinued operations in our consolidated financial statements for all periods presented. IPC was previously reported as our Printing services segment.



96



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|11 | DISCONTINUED OPERATIONS continued
|-- | ---------------------------------



The following table summarizes IPCs revenue and earnings before income taxes as
reported in earnings (loss) from discontinued operations, net of applicable income taxes in the consolidated statement of operations for all periods presented:



|                                                     |  |      |        |  |      |   |        |      |  |   |        | 
|---------------------------------------------------- |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | ------ | 
|Years ended December 26, December 27 and December 28 |  | 2010 |        |  | 2009 |   |        | 2008 | 
|Revenue                                              |  | $    | 40,685 |  |      | $ | 48,249 |      |  | $ | 65,201 | 
|Earnings before income taxes                         |  |      | 1,672  |  |      |   | 1,089  |      |  |   | 3,856  | 



There were no assets or liabilities reported as discontinued operations at December 26, 2010. IPCs current assets and current
liabilities reported as discontinued operations in the consolidated balance sheet at December 27, 2009 consisted of the following:



|                            |  |                  |        | 
|--------------------------- |  | ---------------- | ------ | 
|                            |  | December 27,2009 |       
|Receivables, net            |  | $                | 4,770  | 
|Inventories, net            |  |                  | 1,889  | 
|Prepaid expenses            |  |                  | 86     | 
|Property and equipment, net |  |                  | 5,892  | 
|                            |  |                  |        | 
|Total assets                |  | $                | 12,637 | 
|                            |  |                  |        | 
|Accounts payable            |  |                  | 2,855  | 
|                            |  |                  |        | 
|Total liabilities           |  | $                | 2,855  | 
|                            |  |                  |        | 



Certain liabilities were
excluded from the sale of IPC and are included in continuing operations in the December 26, 2010 consolidated balance sheet. These liabilities include workers compensation, accrued compensation (payable in the first quarter of 2011) and
working capital adjustments due to Walsworth pursuant to the sale agreement (payable in the second quarter of 2011).



NorthStar Print Group, Inc.



On January 25, 2005, Multi-Color Corporation acquired substantially all of the assets and certain liabilities of NorthStar Print
Group, Inc. (NorthStar), our label printing business. Certain assets and liabilities were excluded from the sale of NorthStar and primarily consist of real estate holdings in Green Bay, Wisconsin and environmental site closure costs, which are
included in continuing operations in the consolidated balance sheets. In 2008, we recorded a gain on discontinued operations of $400 for a reduction in the reserve due to a settlement with the Environmental Protection Agency. In January 2011, we
sold the real estate holdings to Multi-Color Corporation for $822. We expect to record a pre-tax gain of approximately $610.



The following table summarizes NorthStars revenue and earnings before income taxes as reported in earnings (loss) from discontinued
operations, net of applicable income taxes in the consolidated statement of operations for all periods presented:



|                                                     |  |      |   |  |      |   |   |      |  |   |     | 
|---------------------------------------------------- |  | ---- | - |  | ---- | - | - | ---- |  | - | --- | 
|Years ended December 26, December 27 and December 28 |  | 2010 |   |  | 2009 |   |   | 2008 | 
|Revenue                                              |  | $    |  |  |      | $ |  |      |  | $ |    | 
|Earnings before income taxes                         |  |      |  |  |      |   |  |      |  |   | 400 | 



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|12 | WORKFORCE REDUCTION AND BUSINESS IMPROVEMENT INITIATIVES
|-- | --------------------------------------------------------





During 2010, we recorded a pre-tax charge of $2,225 for
workforce separation benefits across all of our businesses. These charges are recorded in operating costs and expenses and selling and administrative expenses in the consolidated statement of operations. We recorded $132 in workforce separation
benefits at our former direct marketing services business, and $80 in workforce separation benefits at our former printing services business, which are reported in the net gain from discontinued operations in the consolidated statement of
operations. In 2010, the number of full-time and part-time employees decreased by approximately 9.8% compared to 2009.



Activity associated with workforce reductions during the years ended December 26, 2010 and December 27, 2009 was as follows:



|                                  |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 
|--------------------------------- |  | --------------------------- | ----- |  | ---------------------------- | - | ----- | ------------------------------ |  | - | --------------------------- | - |  | - | ----- | 
|                                  |  | Balance atDecember 27, 2009 |       |  | Charge forSeparationBenefits |   |       | Payments forSeparationBenefits |  |   | Balance atDecember 26, 2010 |  
|Publishing                        |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 
|Daily newspaper                   |  | $                           | 1,490 |  |                              | $ | 1,705 |                                |  | $ | (1,830                      | ) |  | $ | 1,365 | 
|Community newspapers and shoppers |  |                             | 26    |  |                              |   | 101   |                                |  |   | (55                         | ) |  |   | 72    | 
|                                  |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 
|Total publishing                  |  |                             | 1,516 |  |                              |   | 1,806 |                                |  |   | (1,885                      | ) |  |   | 1,437 | 
|Broadcasting                      |  |                             | 149   |  |                              |   | 419   |                                |  |   | (568                        | ) |  |   |      | 
|                                  |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 
|Total                             |  | $                           | 1,665 |  |                              | $ | 2,225 |                                |  | $ | (2,453                      | ) |  | $ | 1,437 | 
|                                  |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 
|                                  |  |                             |       | 
|                                  |  | Balance atDecember 28, 2008 |       |  | Charge forSeparationBenefits |   |       | Payments forSeparationBenefits |  |   | Balance atDecember 27, 2009 |  
|Publishing                        |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 
|Daily newspaper                   |  | $                           | 557   |  |                              | $ | 5,260 |                                |  | $ | (4,327                      | ) |  | $ | 1,490 | 
|Community newspapers and shoppers |  |                             | 53    |  |                              |   | 152   |                                |  |   | (179                        | ) |  |   | 26    | 
|                                  |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 
|Total publishing                  |  |                             | 610   |  |                              |   | 5,412 |                                |  |   | (4,506                      | ) |  |   | 1,516 | 
|Broadcasting                      |  |                             | 30    |  |                              |   | 313   |                                |  |   | (194                        | ) |  |   | 149   | 
|                                  |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 
|Total                             |  | $                           | 640   |  |                              | $ | 5,725 |                                |  | $ | (4,700                      | ) |  | $ | 1,665 | 
|                                  |  |                             |       |  |                              |   |       |                                |  |   |                             |   |  |   |       | 



|13 | SEGMENT REPORTING
|-- | -----------------



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; and (iii) corporate. Our publishing segment consists of the Milwaukee Journal Sentinel, which serves as the only major daily
newspaper for the Milwaukee metropolitan area, and several community newspapers and shoppers in Wisconsin and Florida. Our broadcasting segment consists of 33 radio stations and 13 television stations in 12 states and the operation of a television
station under a local marketing agreement. Our corporate segment consists of unallocated corporate expenses and revenue eliminations.



With the reporting of PrimeNet as a discontinued operation, the previously reported Other segment has been changed to
Corporate and now reflects unallocated costs primarily related to corporate executive management and corporate governance. The prior years have been revised to conform to this change. With the reporting of IPC as a discontinued
operation, we no longer have a printing services segment.



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|13 | SEGMENT REPORTING continued
|-- | ---------------------------





The accounting basis for transactions between reportable
segments is the same as that described in the Significant Accounting Policies outlined in Note 1. The following tables summarize revenue, operating earnings (loss), non-cash impairment charge, depreciation and amortization and capital
expenditures for the years ended December 26, 2010, December 27, 2009 and December 28, 2008 and identifiable total assets at December 26, 2010 and December 27, 2009:



|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|----------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | -------- | -
|                                          |  | 2010 |         |   | 2009 |   |         | 2008 | 
|Revenue                                   |  |      |         |   |      |   |         |      |  |   |          |  
|Publishing                                |  | $    | 182,799 |   |      | $ | 194,196 |      |  | $ | 241,972  |  
|Broadcasting                              |  |      | 194,365 |   |      |   | 171,491 |      |  |   | 209,914  |  
|Corporate eliminations                    |  |      | (405    | ) |      |   | (153    | )    |  |   | (173     | )
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|                                          |  | $    | 376,759 |   |      | $ | 365,534 |      |  | $ | 451,713  |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|Operating earnings (loss)                 |  |      |         |   |      |   |         |      |  |   |          |  
|Publishing                                |  | $    | 18,222  |   |      | $ | 13,796  |      |  | $ | 2,322    |  
|Broadcasting                              |  |      | 43,559  |   |      |   | 3,068   |      |  |   | (319,610 | )
|Corporate                                 |  |      | (8,757  | ) |      |   | (7,226  | )    |  |   | (8,332   | )
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|                                          |  | $    | 53,024  |   |      | $ | 9,638   |      |  | $ | (325,620 | )
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|Goodwill and broadcast license impairment |  |      |         |   |      |   |         |      |  |   |          |  
|Publishing                                |  | $    |        |   |      | $ |        |      |  | $ | 16,722   |  
|Broadcasting                              |  |      |        |   |      |   | 20,133  |      |  |   | 358,364  |  
|Corporate                                 |  |      |        |   |      |   |        |      |  |   |         |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|                                          |  | $    |        |   |      | $ | 20,133  |      |  | $ | 375,086  |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|Depreciation and amortization             |  |      |         |   |      |   |         |      |  |   |          |  
|Publishing                                |  | $    | 11,382  |   |      | $ | 12,163  |      |  | $ | 12,859   |  
|Broadcasting                              |  |      | 12,747  |   |      |   | 13,269  |      |  |   | 13,436   |  
|Corporate                                 |  |      | 500     |   |      |   | 527     |      |  |   | 399      |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|                                          |  | $    | 24,629  |   |      | $ | 25,959  |      |  | $ | 26,694   |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|Capital expenditures                      |  |      |         |   |      |   |         |      |  |   |          |  
|Publishing                                |  | $    | 1,068   |   |      | $ | 1,538   |      |  | $ | 4,601    |  
|Broadcasting                              |  |      | 7,770   |   |      |   | 5,901   |      |  |   | 15,200   |  
|Corporate                                 |  |      | 553     |   |      |   | 241     |      |  |   | 1,004    |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|                                          |  | $    | 9,391   |   |      | $ | 7,680   |      |  | $ | 20,805   |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|Identifiable total assets                 |  |      |         |   |      |   |         |      |  |   |          |  
|Publishing                                |  | $    | 125,870 |   |      | $ | 140,810 |      |  |   |          |  
|Broadcasting                              |  |      | 275,985 |   |      |   | 290,021 |      |  |   |          |  
|Corporate and discontinued operations     |  |      | 29,915  |   |      |   | 42,356  |      |  |   |          |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  
|                                          |  | $    | 431,770 |   |      | $ | 473,187 |      |  |   |          |  
|                                          |  |      |         |   |      |   |         |      |  |   |          |  



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(CONTINUED)

December 26, 2010 (in thousands,
except per share amounts)



|14 | QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|-- | -------------------------------------------





|                                         |  |               |        |   |        |   |        |       |  |   |        |  |  |       |         |  |  |   |         | 
|---------------------------------------- |  | ------------- | ------ | - | ------ | - | ------ | ----- |  | - | ------ |  |  | ----- | ------- |  |  | - | ------- | 
|                                         |  | 2010 Quarters |       
|                                         |  | First         |        |   | Second |   |        | Third |  |   | Fourth |  |  | Total |        
|Revenue                                  |  | $             | 86,937 |   |        | $ | 94,319 |       |  | $ | 91,817 |  |  | $     | 103,686 |  |  | $ | 376,759 | 
|Gross profit                             |  |               | 36,427 |   |        |   | 43,364 |       |  |   | 38,617 |  |  |       | 50,664  |  |  |   | 169,072 | 
|Net earnings                             |  |               | 5,303  |   |        |   | 8,100  |       |  |   | 6,295  |  |  |       | 14,683  |  |  |   | 34,381  | 
|Earnings per share                       |  |               |        |   |        |   |        |       |  |   |        |  |  |       |         |  |  |   |         | 
|Basic  class A and B common stock.      |  |               | 0.09   |   |        |   | 0.14   |       |  |   | 0.11   |  |  |       | 0.26    |  |  |   | 0.59    | 
|Diluted  class A and B common stock     |  |               | 0.09   |   |        |   | 0.14   |       |  |   | 0.11   |  |  |       | 0.26    |  |  |   | 0.59    | 
|Basic and diluted  class C common stock |  |               | 0.23   |   |        |   | 0.28   |       |  |   | 0.25   |  |  |       | 0.40    |  |  |   | 1.16    | 
|                                         | 
|                                         |  | 2009 Quarters |       
|                                         |  | First         |        |   | Second |   |        | Third |  |   | Fourth |  |  | Total |        
|Revenue                                  |  | $             | 87,275 |   |        | $ | 93,103 |       |  | $ | 88,928 |  |  | $     | 96,228  |  |  | $ | 365,534 | 
|Gross profit                             |  |               | 28,733 |   |        |   | 38,940 |       |  |   | 31,840 |  |  |       | 43,563  |  |  |   | 143,076 | 
|Net earnings (loss)                      |  |               | 121    |   |        |   | (4,832 | )     |  |   | 1,825  |  |  |       | 7,193   |  |  |   | 4,307   | 
|Earnings (loss) per share                |  |               |        |   |        |   |        |       |  |   |        |  |  |       |         |  |  |   |         | 
|Basic  class A and B common stock       |  |               | (0.01  | ) |        |   | (0.11  | )     |  |   | 0.02   |  |  |       | 0.12    |  |  |   | 0.05    | 
|Diluted  class A and B common stock     |  |               | (0.01  | ) |        |   | (0.11  | )     |  |   | 0.02   |  |  |       | 0.12    |  |  |   | 0.05    | 
|Basic and diluted  class C common stock |  |               | 0.14   |   |        |   | 0.14   |       |  |   | 0.17   |  |  |       | 0.26    |  |  |   | 0.60    | 



Gross profit has been revised to conform to the 2010 presentation, as discussed in Basis of presentation and consolidation in
Note 1, Significant Accounting Policies.



The results for 2010 include a one-time, pre-tax cash bonus of $1,348 paid out in the third quarter to employees who were impacted by the
wage reduction program in 2009. The fourth quarter of 2010 includes a pre-tax gain of $5,411 on the sale of IPC, a pre-tax charge of $1,915 for separation benefits and a withdrawal liability charge from a multi-employer pension plan at our daily
newspaper, a pre-tax charge of $1,802 for a property impairment at our broadcasting business, a pre-tax curtailment gain of $1,109 due to the reduction of benefits under the qualified defined benefit pension plan and the unfunded non-qualified plan
and a $1,052 pre-tax expense reduction related to a vacation policy change at our broadcasting business.



The second quarter of 2009 includes a pre-tax broadcast license impairment charge of $18,975, a pre-tax charge of $715 for separation
benefits at our publishing and broadcasting businesses and a $1,689 pre-tax gain related to insurance proceeds from our tower replacement in Wichita, Kansas that was destroyed in an ice storm. The third quarter of 2009 includes an additional pre-tax
charge of $3,879 for separation benefits at our publishing and broadcasting businesses, the majority of which was recorded at our daily newspaper. The fourth quarter of 2009 includes an additional pre-tax broadcast license impairment charge of
$1,158, a pre-tax charge of $972 for separation benefits at our publishing and broadcasting businesses and an additional $516 pre-tax gain related to insurance proceeds from our tower replacement in Wichita, Kansas.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
and Shareholders of

Journal Communications, Inc.



In our opinion, the accompanying consolidated balance sheets and the related consolidated
statements of operations, shareholders equity and cash flows present fairly, in all material respects, the financial position of Journal Communications, Inc. and its subsidiaries at December 26, 2010 and December 27, 2009, and the
results of their operations and their cash flows for each of the three years in the period ended December 26, 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the
2010 and 2009 information in the financial statement schedule listed in the index appearing under Item 15(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated
financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2010, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements and financial statement schedule, for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing in Item 9A. Our
responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and
whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.



A companys internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/
PRICEWATERHOUSECOOPERS LLP



PricewaterhouseCoopers LLP

Chicago, Illinois

March 4, 2011



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|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



Conclusion Regarding the Effectiveness of Disclosure 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 14(c)
to 15(e) as of the end of the period covered by this Annual Report on Form 10-K. 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.



Managements
Report on Internal Control Over Financial Reporting



We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the
supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management concluded that our internal control over financial reporting
was effective as of December 26, 2010.



PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited our internal control over financial reporting as
of December 26, 2010, as stated in their report which is included in Item 8 hereto.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------



None.



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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



The information contained under the headings Election of Directors and Other Matters-Section 16(a) Beneficial
Ownership Reporting Compliance in the Proxy Statement for our May 4, 2011 Annual Meeting of Shareholders is incorporated by reference herein. Reference is also made to the information under the heading Executive Officers of the
Registrant included under Part I of this Annual Report on Form 10-K.



We have adopted a Code of Ethics for Financial Executives that applies to our Chief Executive Officer and senior financial and accounting officers and employees. We have also adopted a Code of Ethics,
applicable to all employees, and a Code of Conduct and Ethics for Members of the Board of Directors, applicable to all directors, which together satisfy the requirements of the New York Stock Exchange regarding a code of business
conduct. Finally, we have adopted Corporate Governance Guidelines addressing the subjects required by the New York Stock Exchange. We make copies of the foregoing, as well as the charters of our Board committees, available free of charge
on our website at www.journalcommunications.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, our Code of Ethics for Financial Executives by posting such
information on our web site at the address stated above. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



The information contained under the headings Compensation Discussion and Analysis, Election of Officers,
Compensation Committee Report, Executive Compensation and Director Compensation, in the Proxy Statement for our May 4, 2011 Annual Meeting of Shareholders is incorporated by reference herein.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



The information contained under the headings Stock
Ownership of Management and Others in the Proxy Statement for our May 4, 2011 Annual Meeting of Shareholders is incorporated by reference herein.



Equity Compensation Plan Information



The following table gives information about our common stock that may be issued under all of our equity compensation plans as of
December 26, 2010.



|                                                                   |  |                                                                                            |           |     |                                                                             |   |       |                                                                                                                                          |  |  |           |    
|------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------ | --------- | --- | --------------------------------------------------------------------------- | - | ----- | ---------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | ---
|Plan Category                                                      |  | Number of Securities tobe Issued UponExercise of OutstandingOptions,
Warrants andRights(a) |           |     | Weighted-AverageExercise Price ofOutstanding Options,Warrants and
Rights(b) |   |       | Number of SecuritiesRemaining Available forFuture Issuance UnderEquity
CompensationPlans (excludingsecurities reflected inColumn (a))(c) | 
|Equity compensation plans approved by security holders (2003 Plan) |  |                                                                                            | 552,078   | (1) |                                                                             | $ | 13.92 |                                                                                                                                          |  |  | N/A       | (1)
|Equity compensation plans approved by security holders (2007 Plan) |  |                                                                                            | 557,629   | (2) |                                                                             | $ | 7.88  |                                                                                                                                          |  |  | 5,243,379 | (3)
|Equity compensation plans not approved by security holders         |  |                                                                                            |          |     |                                                                             |   |      |                                                                                                                                          |  |  |          |    
|                                                                   |  |                                                                                            |           |     |                                                                             |   |       |                                                                                                                                          |  |  |           |    
|Total                                                              |  |                                                                                            | 1,109,707 |     |                                                                             | $ | 10.88 |                                                                                                                                          |  |  | 5,243,379 |    
|                                                                   |  |                                                                                            |           |     |                                                                             |   |       |                                                                                                                                          |  |  |           |    



|1) | Represents options to purchase shares of Class B common stock and stock appreciation rights (SARs) to receive amounts equal to the excess of fair value of shares of
Class B common stock over the base value of each SAR under our 2003 Equity Incentive Plan (2003 Plan). No further awards will be granted under our 2003 Plan.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|2) | Represents SARs to receive amounts equal to the excess of fair value of shares of class B common stock over the base value of each SAR under our 2007 Journal
Communications, Inc. Omnibus Incentive Plan (2007 Plan).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3) | Represents 2,915,532 shares available for issuance under our 2007 Plan, all of which may be issued in the form of nonstatutory or incentive stock options, SARs,
restricted stock, restricted or deferred stock units, performance awards, dividend equivalents and other stock-based awards. Also includes 2,327,847 shares available for issuance under our Employee Stock Purchase Plan.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------



The information contained under the headings Election
of Directors and Certain Transactions in the Proxy Statement for our May 4, 2011 Annual Meeting of Shareholders is incorporated by reference herein.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------



The information contained under the heading Independent Public Accounting Firm Disclosure in the Proxy Statement for our
May 4, 2011 Annual Meeting of Shareholders is incorporated by reference herein.



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PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



Financial Statements, Financial Statement Schedule and Exhibits



|                                                                                                                   |  |                  |           | 
|------------------------------------------------------------------------------------------------------------------ |  | ---------------- | --------- | 
|                                                                                                                   |  | Form 10-KPage(s) |          
|(1)    Financial Statements                                                                                        |  |                  |           | 
|                                                                                                                   | 
|Consolidated Balance Sheets at December 26, 2010 and December 27, 2009                                             |  |                  | 62        | 
|                                                                                                                   | 
|Consolidated Statements of Operations for each of the three years in the period ended December 26,
2010            |  |                  | 63        | 
|                                                                                                                   | 
|Consolidated Statements of Equity for each of the three years in the period ended December 26,
2010                |  |                  | 64 and 65 | 
|                                                                                                                   | 
|Consolidated Statements of Cash Flows for each of the three years in the period ended December 26,
2010            |  |                  | 66        | 
|                                                                                                                   | 
|Notes to Consolidated Financial Statements                                                                         |  |                  | 67        | 
|                                                                                                                   | 
|Report of Independent Registered Public Accounting Firms                                                           |  |                  | 101       | 
|                                                                                                                   | 
|(2)    Financial Statement Schedule for the years ended December 26, 2010, December 27, 2009
and December 28, 2008 |  |                  |           | 
|                                                                                                                   | 
|II  Consolidated Valuation and Qualifying Accounts                                                                |  |                  | 106       | 



All other schedules are omitted since the required information is not present, or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.



| | (3) | Exhibits
| | --- | --------



The exhibits listed on the accompanying Index to Exhibits (on pages 108 to 111) are filed, or incorporated by
reference, as part of this Annual Report on Form 10-K.



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JOURNAL COMMUNICATIONS, INC.



SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING
ACCOUNTS

Years ended December 26, 2010, December 27, 2009, and December 28, 2008

(dollars in thousands)



|                                                                               |  |                           |       |  |                            |   |       |                            |  |   |            |     |  |                      |       |     |  |   |       |    
|------------------------------------------------------------------------------ |  | ------------------------- | ----- |  | -------------------------- | - | ----- | -------------------------- |  | - | ---------- | --- |  | -------------------- | ----- | --- |  | - | ----- | ---
|Description                                                                    |  | BalanceatBeginningof Year |       |  | AdditionsChargedtoEarnings |   |       | OtherAdditions(Deductions) |  |   | Deductions |     |  | Balanceat Endof Year |      
|Allowance for doubtful accounts:                                               |  |                           |       |  |                            |   |       |                            |  |   |            |     |  |                      |       |     |  |   |       |    
|2010                                                                           |  | $                         | 3,732 |  |                            | $ | 2,994 |                            |  | $ |           |     |  | $                    | 3,440 | (1) |  | $ | 3,286 | (3)
|2009                                                                           |  | $                         | 4,238 |  |                            | $ | 5,057 |                            |  | $ |           |     |  | $                    | 5,563 | (1) |  | $ | 3,732 | (3)
|2008                                                                           |  | $                         | 3,296 |  |                            | $ | 3,937 |                            |  | $ | 45         | (4) |  | $                    | 3,040 | (1) |  | $ | 4,238 | (3)
|Deferred income taxes                                                          |  |                           |       |  |                            |   |       |                            |  |   |            |     |  |                      |       |     |  |   |       |    
|Valuation allowances on state net operating loss and tax credit carryforwards: |  |                           |       |  |                            |   |       |                            |  |   |            |     |  |                      |       |     |  |   |       |    
|2010                                                                           |  | $                         | 202   |  |                            | $ |      |                            |  | $ |           |     |  | $                    | 86    | (2) |  | $ | 116   |    
|2009                                                                           |  | $                         | 322   |  |                            | $ |      |                            |  | $ |           |     |  | $                    | 120   | (2) |  | $ | 202   |    
|2008                                                                           |  | $                         | 611   |  |                            | $ |      |                            |  | $ |           |     |  | $                    | 289   | (2) |  | $ | 322   |    



|(1) | Deductions from the allowance for doubtful accounts equal accounts receivable written off, less recoveries, against the allowance.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



|(2) | Deductions from the valuation allowances on state net operating loss and tax credit carryforwards equal expired, utilized or re-valued state net operating loss and tax
credit carryforwards.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Includes allowance for doubtful accounts of $1,105 as of December 26, 2010, $1,067 as of December 27, 2009, and $337 as of December 28, 2008 related to accounts
receivable of IPC Print Services, Inc. Fully reserved accounts receivable were excluded from the asset sale.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Represents allowance for doubtful accounts from businesses acquired in 2008.
|--- | ----------------------------------------------------------------------------



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Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized on March 4, 2011.



JOURNAL COMMUNICATIONS, INC.By:

/s/     Steven J. SmithSteven J. SmithChairman and Chief Executive Officer




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of
the Registrant and in the capacities indicated on March 4, 2011:



|                                                                     
|---------------------------------------------------------------------
|/s/    Steven J. Smith                                               
|Steven J. Smith, Chairman of the Board & Chief Executive Officer     
|(Principal Executive Officer)                                        
|                                                                     
|/s/    Andre J. Fernandez                                            
|Andre J. Fernandez Executive Vice President & Chief Financial Officer
|(Principal Financial Officer)                                        
|                                                                     
|/s/    Anne M. Bauer                                                 
|Anne M. Bauer, Vice President & Controller                           
|(Principal Accounting Officer)                                       
|                                                                     
|/s/    David J. Drury                                                
|David J. Drury, Director                                             
|                                                                     
|/s/    David G. Meissner                                             
|David G. Meissner, Director                                          
|                                                                     
|/s/    Jonathan Newcomb                                              
|Jonathan Newcomb, Director                                           
|                                                                     
|/s/    Roger D. Peirce                                               
|Roger D. Peirce, Director                                            
|                                                                     
|/s/    Ellen F. Siminoff                                             
|Ellen F. Siminoff, Director                                          
|                                                                     
|/s/    Mary Ellen Stanek                                             
|Mary Ellen Stanek, Director                                          
|                                                                     
|/s/    Owen J. Sullivan                                              
|Owen J. Sullivan, Director                                           
|                                                                     
|/s/    Jeanette Tully                                                
|Jeanette Tully, Director                                             



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JOURNAL COMMUNICATIONS, INC.



INDEX TO EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3.1)         |  | Amended and Restated Articles of Incorporation of Journal Communications, Inc., as amended through June 30, 2006 (incorporated by reference to Exhibit 3.2 to Journal
Communications, Inc.s Current Report on Form 8-K dated June 30, 2006 [Commission File No. 1-318051]).                                                                                                                                                                                                                                                                                              
|              | 
|(3.2)         |  | Bylaws of Journal Communications, Inc., as amended (incorporated by reference to Exhibit 3.1 to Journal Communications, Inc.s Current Report on Form 8-K dated May 1, 2008
[Commission File No. 1-31805]).                                                                                                                                                                                                                                                                                                                                                               
|              | 
|(4.1)         |  | Amendment No. 1, dated August 13, 2010, to Amended and Restated Credit Agreement, dated December 2, 2005, and amended August 13, 2010, among Journal Communications, Inc., certain
subsidiaries thereof in their capacities as guarantors, the lenders party thereto, and U.S. Bank National Association, as administrative agent (incorporated by reference to Exhibit 4.1 to Journal Communications, Inc.s Current Report on Form
8-K dated August 13, 2010, with the Amended and Restated Credit Agreement included as Annex A thereof [Commission File No. 1-31805]).
|              | 
|(4.2)         |  | Shareholders Agreement, dated as of May 12, 2003, by and among Journal Communications, Inc. (then known as The Journal Company), The Journal Company (then known as Journal
Communications, Inc.), Matex Inc. and the Abert Family Journal stock Trust, as further executed by two Family Successors, Grant D. Abert and Barbara Abert Tooman (incorporated by reference to Exhibit 4.3 to Journal Communications,
Inc.s Registration Statement on Form S-1 filed on June 19, 2003 [Reg. No. 333-105210]).                                                             
|              | 
|(4.3)         |  | Amendment to Shareholders Agreement, dated as of August 2, 2007, by and among Journal Communications, Inc., The Journal Company, Matex Inc., the Abert Family Journal Stock Trust,
Grant D. Abert and Barbara Abert Tooman (incorporated by reference to Exhibit 4.2 to Journal Communications, Inc.s Current Report on Form 8-K dated August 22, 2007 [File No. 1-31805]).                                                                                                                                                                                              
|              | 
|(10.1)        |  | Journal Communications, Inc. Executive Management Incentive Plan (f/k/a the Management Long Term Incentive Plan) (incorporated by reference to Exhibit 10.2 to Journal
Communications, Inc.s (now known as The Journal Company) Annual Report on Form 10-K for the period ended December 31, 2002 [Commission File No. 0-7831]).*                                                                                                                                                                                                                                        
|              | 
|(10.2)        |  | Journal Communications, Inc. Annual Management Incentive Plan, amended and restated as of December 8, 2009 (incorporated by reference to Exhibit 10.3 to Journal Communications,
Inc.s Current Report on Form 8-K dated December 8, 2008 [Commission File No. 1-31805]).*                                                                                                                                                                                                                                                                                                
|              | 
|(10.3)        |  | Journal Communications, Inc. Non-Qualified Deferred Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 to Journal Communications, Inc.s Current Report
on Form 8-K dated December 12, 2007 [Commission File No. 1-31805]).*                                                                                                                                                                                                                                                                                                                        
|              | 
|(10.4)        |  | Journal Communications, Inc. Supplemental Benefit Plan (incorporated by reference to Exhibit 10.2 to Journal Communications Inc.s Current Report on Form 8-K dated December
12, 2007 [Commission File No. 1-31805]).*                                                                                                                                                                                                                                                                                                                                                    
|              | 
|(10.5)        |  | Journal Communications, Inc. 2003 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.5 to Journal Communications, Inc.s Annual Report on Form 10-K
for the period ended December 26, 2004 [Commission File No. 1-31805]).*                                                                                                                                                                                                                                                                                                                       
|              | 
|(10.6)        |  | Journal Communications, Inc. 2003 Employee Stock Purchase Plan as amended and restated through December 8, 2009 (incorporated by reference to exhibit 10.6 to Journal
Communications, Inc.s Annual Report on Form 10-K for the period ended December 27, 2009 [Commission File No. 1-31805]).*                                                                                                                                                                                                                                                                           



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|              |  |                                                                                                                                                                                                                                                                                                                                 
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                     
|(10.7)        |  | Journal Communications, Inc. Executive Management Incentive Plan (incorporated by reference to exhibit 10.7 to Journal Communications, Inc.s Annual Report on Form 10-K for
the period ended December 26, 2004 [Commission File No. 1-31805]).*                                                                                
|              | 
|(10.8)        |  | Form of Journal Communications, Inc. 2003 Equity Incentive Plan Stock Option Award Agreement (Non-Statutory Stock Option Grant) for Directors (incorporated by reference to
Exhibit 10.1 to Journal Communications Inc.s Current Report on Form 8-K dated February 3, 2005 [Commission File No. 1-31805]).*                    
|              | 
|(10.9)        |  | Form of Journal Communications, Inc. 2003 Equity Incentive Plan Stock Option Award Agreement (Non-Statutory Stock Option Grant) for Officers and Employees (incorporated by
reference to Exhibit 10.2 to Journal Communications Inc.s Current Report on Form 8-K dated February 3, 2005 [Commission File No. 1-31805]).*       
|              | 
|(10.10)       |  | Form of Journal Communications, Inc. 2003 Equity Incentive Plan Stock Grant Award Agreement (incorporated by reference to Exhibit 10.3 to Journal Communications Inc.s
Current Report on Form 8-K dated February 3, 2005 [Commission File No. 1-81805]).*                                                                      
|              | 
|(10.11)       |  | Form of Journal Communications, Inc. 2003 Equity Incentive Plan Restricted Stock Award Agreement for Officers and Employees (incorporated by reference to Exhibit 10.5 to Journal
Communications Inc.s Current Report on Form 8-K dated February 3, 2005 [Commission File No. 1-31805]).*                                      
|              | 
|(10.12)       |  | Form of Journal Communications, Inc. 2003 Equity Incentive Plan Restricted stock Award Agreement for Officers and Employees (incorporated by reference to Exhibit 10.4 to Journal
Communications Inc.s Current report on Form 8-K dated February 3, 2005 [Commission File No. 1-31805]).*                                      
|              | 
|(10.13)       |  | Amended and Restated Employment Agreement, amended and restated effective as of December 15, 2010, between Journal Communications, Inc. and Steven J. Smith (incorporated by
reference to Exhibit 10.1 to Journal Communications, Inc.s Current Report on Form 8-K dated December 15, 2010 [Commission File No. 1-31805]).*    
|              | 
|(10.14)       |  | Change in Control Agreement amended and restated effective as of October 11, 2010 between Journal Communications, Inc. and Elizabeth Brenner (incorporated by reference to Exhibit
10.1 to Journal Communications, Inc.s Quarterly Report on Form 10-Q for the period ended September 26, 2010 [Commission File No. 1-31805]).*
|              | 
|(10.15)       |  | Change in Control Agreement amended and restated effective as of October 11, 2010 between Journal Communications, Inc. and Mary Hill Leahy (incorporated by reference to Exhibit
10.2 to Journal Communications, Inc.s Quarterly Report on Form 10-Q for the period ended September 26, 2010 [Commission File No. 1-31805]).*  
|              | 
|(10.16)       |  | Change in Control Agreement, amended and restated effective as of October 11, 2010 between Journal Communications, Inc. and Andre J. Fernandez (incorporated by reference to
Exhibit 10.1 to Journal Communications, Inc.s Current Report on Form 8-K dated October 11, 2010 [Commission File No. 1-31805]).*                  
|              | 
|(10.17)       |  | Amendment to the Journal Communications Inc. 2003 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Journal Communications, Inc.s Current
Report on Form 8-K dated February 13, 2007 [Commission File No. 1-31805]).*                                                                            
|              | 
|(10.18)       |  | Form of Stock Appreciation Rights Agreement for Fixed Price Stock Appreciation Rights under the Journal Communications, Inc. 2003 Equity Incentive Plan (incorporated by reference
to Exhibit 10.2 to Journal Communications, Inc.s Current Report on Form 8-K dated February 13, 2007 [Commission File No. 1-31805]).*        



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|              |  |                                                                                                                                                                                                                                                                                                                                                        
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                            
|(10.19)       |  | Form of Stock Appreciation Rights Agreement for Escalating Price Stock Appreciation Rights under the Journal Communications, Inc. 2003 Equity Incentive Plan (incorporated by
reference to Exhibit 10.3 to Journal Communications, Inc.s Current Report on Form 8-K dated February 13, 2007 [Commission File No. 1-31805]).*                          
|              | 
|(10.20)       |  | Form of Restricted Stock Award Agreement under the Journal Communications, Inc. 2003 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Journal Communications,
Inc.s Current Report on Form 8-K dated February 13, 2007 [Commission File No. 1-31805]).*                                                                            
|              | 
|(10.21)       |  | Form of Non-Statutory Stock Option Agreement under the Journal Communications, Inc. 2003 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Journal
Communications, Inc.s Current Report on Form 8-K dated February 13, 2007 [Commission File No. 1-31805]).*                                                                        
|              | 
|(10.22)       |  | Journal Communications Non-Employee Director Compensation Policy, Amended as of February 9, 2010 (incorporated by reference to exhibit 10.23 to Journal Communications,
Inc.s Annual Report on Form 10-K for the period ended December 27, 2009 [Commission File No. 1-31805]).*                                                                      
|              | 
|(10.23)       |  | Journal Communications, Inc Annual Management Incentive Plan, adopted December 8, 2007 (incorporated by reference to Exhibit 10.9 to Journal Communications, Inc.s Current
Report on Form 8-K dated December 12, 2007 [Commission File No. 1-31805]).*                                                                                                
|              | 
|(10.24)       |  | Journal Communications, Inc. 2007 Omnibus Incentive Plan as amended and restated effective February 7, 2011.*                                                                                                                                                                                                                                          
|              | 
|(10.25)       |  | Form of Time-Based Restricted Stock Award Certificate, with dividends that accrue until vesting under the Journal Communications, Inc. 2007 Omnibus Plan.*                                                                                                                                                                                             
|              | 
|(10.26)       |  | Form of Time-Based Restricted Stock Award Certificate, with dividends payable prior to vesting under the Journal Communications, Inc. 2007 Omnibus Plan.*                                                                                                                                                                                              
|              | 
|(10.27)       |  | Form of Fixed-Price Stock Appreciation Rights Award Certificate under the Journal Communications, Inc. 2007 Omnibus Plan.*                                                                                                                                                                                                                             
|              | 
|(10.28)       |  | Form of Escalating Price Stock Appreciation Rights Award Certificate under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.*                                                                                                                                                                                                              
|              | 
|(10.29)       |  | Form of Nonstatutory Stock Option Award Certificate under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.*                                                                                                                                                                                                                               
|              | 
|(10.30)       |  | Form of Fully Vested Stock Award Notice under the Journal Communications, Inc. 2007 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.7 to Journal Communications,
Inc.s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 22, 2007 (Reg. No. 333-143146)).*                                   
|              | 
|(10.31)       |  | Journal Communications, Inc. Compensation Recoupment Policy, effective as of January 1, 2011 (incorporated by reference to Exhibit 10.2 to Journal Communications, Inc.s
Current Report on Form 8-K dated December 15, 2010 [Commission File No. 1-31805]).                                                                                           
|              | 
|(10.32)       |  | Journal Communications, Inc. Internal Policy on Administration and Accounting for Stock Options, Restricted Stock and Other Equity Awards, as amended and restated on December 15,
2010 (incorporated by reference to Exhibit 10.3 to Journal Communications, Inc.s Current Report on Form 8-K dated December 15, 2010 [Commission File No. 1-31805]).
|              | 
|(21)          |  | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                                        
|              | 
|(23)          |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                              



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|              |  |                                                                                                                                                                                                                                                                                                                                                                 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                     
|(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 Andre J. Fernandez, Executive Vice President, Finance & Strategy 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 Andre J. Fernandez, Executive Vice President, Finance & Strategy 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.                                              
|              | 
|(99.1)        |  | Proxy Statement for the May 4, 2011 Annual Meeting of Shareholders of Journal Communications, Inc. (Except to the extent specifically incorporated by reference, the Proxy
Statement for the May 4, 2011 Annual Meeting of Shareholders shall not be deemed to be filed with the Securities and Exchange Commission as part of this Annual Report on Form 10-K.)



|* | Denotes a management or compensatory plan or arrangement.
|- | ---------------------------------------------------------



111