8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K/A

AMENDMENT NO. 1 to

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

Date of Report
(Date of earliest
event reported):	December 5, 2012

Journal Communications, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-31805	20-0020198
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

      333 West State Street, Milwaukee, Wisconsin 53203

(Address of principal executive offices, including zip code)

(414) 224-2000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

The undersigned hereby amends Item 9.01 of the registrant’s Current Report on Form 8-K, dated December 5, 2012, to read in its entirety as set forth below.

Item 9.01. Financial Statements and Exhibits.

(a)           Financial Statements of Business Acquired.

The Balance Sheets for NewsChannel 5 Network, LLC as of September 30, 2012 (unaudited) and December 31, 2011, the related Unaudited Statements of Income for the third quarter and three quarters ended September 30, 2012 and 2011, and the related Unaudited Statements of Changes in Member’s Equity and Unaudited Statements of Cash Flows for the three quarters ended September 30, 2012 and 2011, as required  by this item, are filed as Exhibit 99.3 to this Form 8-K/A and incorporated into this Item 9.01(a) by reference.

The audited historical financial statements of NewsChannel 5 Network, LLC as of and for the years ended December 31, 2011, 2010 and 2009, including the notes to such financial statements and the report of the independent registered public accounting firm thereon, as required by this item, are filed as Exhibit 99.4 to this Form 8-K/A and incorporated into this Item 9.01(a) by reference.

(b)           Pro Forma Financial Information.

The Unaudited Pro Forma Condensed Combined Balance Sheet of Journal Communications, Inc. as of September 23, 2012 and the related Unaudited Pro Forma Condensed Combined Statements of Operations for the three quarters ended September 23, 2012 and for the year ended December 25, 2011, as required by this item, are filed as Exhibit 99.5 to this Form 8-K/A and incorporated into this Item 9.01(b) by reference.

(c)           Not applicable.

(d)           Exhibits.  The following exhibits are being filed herewith:

(4) Second Amended and Restated Credit Agreement, dated as of December 5, 2012, among Journal Communications, Inc., certain subsidiaries thereof, the several lenders party thereto, U.S. Bank National Association, as administrative agent, and Sun Trust Bank and Bank of America, N.A., as co-syndication agents.*

(23) Consent of KPMG LLP.

(99.1) Press Release of Journal Communications, Inc. dated December 6, 2012 announcing the Company’s Amended and Restated Credit Facility.*

*Previously filed.

2

(99.2) Press Release of Journal Communications, Inc. dated December 6, 2012 announcing the Company’s completion of the NewsChannel 5 Network, LLC acquisition.*

(99.3) Balance Sheets for NewsChannel 5 Network, LLC as of September 30, 2012 (unaudited) and December 31, 2011, the related Unaudited Statements of Income for the third quarter and three quarters ended September 30, 2012 and 2011, and the related Unaudited Statements of Changes in Member’s Equity and Unaudited Statements of Cash Flows for the three quarters ended September 30, 2012 and 2011.

(99.4) The audited historical financial statements of NewsChannel 5 Network, LLC as of and for the years ended December 31, 2011, 2010 and 2009.

(99.5) The Unaudited Pro Forma Condensed Combined Balance Sheet of Journal Communications, Inc. as of September 23, 2012 and the related Unaudited Pro Forma Condensed Combined Statements of Operations for the three quarters ended September 23, 2012 and for the year ended December 25, 2011.

*Previously filed.

3

SIGNATURES

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

		JOURNAL COMMUNICATIONS, INC.
Date:  February 4, 2013	By:	/s/ Andre J. Fernandez
		Andre J. Fernandez
		President and Chief Financial Officer

4

JOURNAL COMMUNICATIONS, INC.

EXHIBIT INDEX TO FORM 8-K/A

Report Dated December 5, 2012

Exhibit

Number

(4) Second Amended and Restated Credit Agreement, dated as of December 5, 2012, among Journal Communications, Inc., certain subsidiaries thereof, the several lenders party thereto, U.S. Bank National Association, as administrative agent, and Sun Trust Bank and Bank of America, N.A., as co-syndication agents.*

(23) Consent of KPMG LLP.

(99.1) Press Release of Journal Communications, Inc. dated December 6, 2012 announcing the Company’s Amended and Restated Credit Facility.*

(99.2) Press Release of Journal Communications, Inc. dated December 6, 2012 announcing the Company’s completion of the NewsChannel 5 Network, LLC acquisition.*

(99.3) Balance Sheets for NewsChannel 5 Network, LLC as of September 30, 2012 (unaudited) and December 31, 2011, the related Unaudited Statements of Income for the third quarter and three quarters ended September 30, 2012 and 2011, and the related Unaudited Statements of Changes in Member’s Equity and Unaudited Statements of Cash Flows for the three quarters ended September 30, 2012 and 2011.

(99.4) The audited historical financial statements of NewsChannel 5 Network, LLC as of and for the years ended December 31, 2011, 2010 and 2009.

(99.5) The Unaudited Pro Forma Condensed Combined Balance Sheet of Journal Communications, Inc. as of September 23, 2012 and the related Unaudited Pro Forma Condensed Combined Statements of Operations for the three quarters ended September 23, 2012 and for the year ended December 25, 2011.

*Previously filed.

5

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Journal Communications, Inc.:

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-143146 and 333-108509) and Form S-3 (No. 333-118552) of Journal Communications, Inc. of our report dated February 1, 2013, with respect to the balance sheets of NewsChannel 5 Network, LLC as of December 31, 2011 and 2010, and the related statements of income, changes in member’s  equity, and cash flows for each of the years in the three-year period ended December 31, 2011, which report appears in Form 8-K of Journal Communications, Inc. dated February 4, 2013.

/s/ KPMG LLP

Norfolk, Virginia

February 4, 2013

EX-99.3

Exhibit 99.3

NewsChannel 5 Network, LLC

Financial Statements

September 30, 2012 and 2011

NEWSCHANNEL 5 NETWORK, LLC

Table of Contents

	Page
Financial Statements:
Balance Sheets	1
Statements of Income	2
Statements of Changes in Equity	3
Statements of Cash Flows	5
Notes to Financial Statements	6 – 12

NEWSCHANNEL 5 NETWORK, LLC

Balance Sheets

September 30, 2012 and December 31, 2011

(In thousands)

Assets	September 30, 2012		December 31, 2011
Current assets:
Cash	$	49		235
Accounts receivable, net of allowance of $545 and $461, respectively		7,542		8,896
Intercompany receivable		13,479		—
Prepaid and other		150		118
Total current assets		21,220		9,249
Deferred tax assets		6,839		7,335
Property, plant and equipment, net of accumulated depreciation of $34,672 and $33,438, respectively		11,214		10,833
Goodwill		429		429
Intangibles, net		1,078		1,171
Total assets	$	40,780		29,017
Liabilities and Member's Equity
Current liabilities:
Accounts payable	$	556		621
Accrued payroll and benefits		1,095		1,351
Deferred revenue		—		—
Other accrued liabilities		904		745
Total current liabilities		2,555		2,717
Total liabilities		2,555		2,717
Member's equity		38,225		26,300
Total liabilities and member's equity	$	40,780		29,017

See accompanying notes to financial statements.

1

NEWSCHANNEL 5 NETWORK, LLC

Statements of Income

Third Quarter and Three Quarters Ended September 30, 2012 and 2011

(In thousands)

	Third Quarter Ended					Three Quarters Ended
	September 30, 2012		September 30, 2011			September 30, 2012		September 30, 2011
Operating revenues	$	10,445		10,001			30,712		30,608
Payroll and benefits expenses		3,100		3,109			9,458		9,449
Other operating expenses		1,956		1,935			6,035		5,729
Depreciation and amortization		438		464			1,405		1,314
Parent company charges (note 6)		473		476			1,390		1,360
Flood related costs, net of insurance recoveries (note 7)		—		(779	)		—		(779	)
Total operating expenses		5,967		5,205			18,288		17,073
Operating income		4,478		4,796			12,424		13,535
Other expense, net		1		3			3		8
Income before provision for state income taxes		4,477		4,793			12,421		13,527
Provision for state income taxes (note 5)		292		299			809		843
Net income	$	4,185		4,494			11,612		12,684

See accompanying notes to financial statements.

2

NEWSCHANNEL 5 NETWORK, LLC

Statements of Changes in Member's Equity

For the Three Quarters Ended September 30, 2012

(In thousands)

	Total
Balance, December 31, 2011	$	26,300
Capital distribution from parent		313
Net income		11,612
Balance, September 30, 2012	$	38,225

See accompanying notes to financial statements.

3

NEWSCHANNEL 5 NETWORK, LLC

Statements of Changes in Member's Equity

For the Three Quarters Ended September 30, 2011

(In thousands)

	Total
Balance, December 31, 2010	$	26,433
Capital distribution from parent		350
Net income		12,684
Balance, September 30, 2011	$	39,467

See accompanying notes to financial statements.

4

NEWSCHANNEL 5 NETWORK, LLC

Statements of Cash Flows

Three Quarters Ended September 30, 2012 and 2011

(In thousands)

	2012			2011
Cash flows from operating activities:
Net income	$	11,612			12,684
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant, and equipment		1,284			1,213
Amortization of intangibles		121			101
Deferred income taxes		496			464
Provision for doubtful accounts receivable		122			122
Change in other operating assets and liabilities:
Accounts receivable		1,233			3,008
Accounts payable and accrued liabilities		(161	)		(1,970	)
Prepaid and other assets		(33	)		(27	)
Net cash provided by operating activities		14,674			15,595
Cash flows from investing activities:
Purchases of property, plant, and equipment		(1,694	)		(1,434	)
Purchases of intangibles		-			(162	)
Change in receivables from parent		(13,479	)		(14,378	)
Net cash used in investing activities		(15,173	)		(15,974	)
Cash flows from financing activities:
Distributions from parent		313			350
Net cash provided by financing activities		313			350
Decrease in cash		(186	)		(29	)
Cash, beginning of year		235			128
Cash, end of year	$	49			99

See accompanying notes to financial statements.

5

NEWSCHANNEL 5 NETWORKS, LLC

Notes to Financial Statements

September 30, 2012 and 2011

(In thousands)

(1) The Company and Basis for Presentation

NewsChannel 5 Network, LLC (the Company) is a wholly owned subsidiary of Landmark Media Enterprises, LLC (the Parent). The Company operates a CBS affiliated television station located in Nashville, Tennessee, a cable channel and related websites.

The Company derives its revenue principally from sales of advertising to local market and national advertisers.  The Company extends credit to a broad range of businesses, none of which represent a significant portion of revenue.

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) and reflect the assets, liabilities, members’ equity, revenues, expenses, and cash flows related to the Company.

(2) Reporting Period

The Company reports on a calendar year basis.

(3) Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the statements of cash flows. The Company evaluates and records its allowance for doubtful accounts based upon assessment of various factors including, but not limited to, historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Write-offs for the third quarter ended September 30, 2012 and 2011 were approximately $41. Write-offs for the three quarters ended September 30, 2012 and 2011 were approximately $122. The Company does not have any off-balance-sheet credit risk exposure related to its customers.

6

NEWSCHANNEL 5 NETWORKS, LLC

Notes to Financial Statements

September 30, 2012 and 2011

(In thousands)

(4) Goodwill and Other Intangible Assets

Intangible Assets

Intangible assets other than goodwill are carried at cost less accumulated amortization.  Intangible assets generally consist of contract rights, affiliation agreements, Federal Communications Commission (FCC) licenses, and software.  Intangible assets are amortized on a straight-line or accelerated basis over their useful lives, generally 3 to 40 years.

Intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If circumstances require intangible assets to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that intangible asset or asset group to its carrying value.  If the carrying value of the intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying value exceeds its fair value.  Fair value is determined based on various valuation techniques, including the discounted value of estimated future cash flows.  The evaluation of asset impairment requires the Company to make assumptions about future operating results over the lives of the assets being evaluated such as revenue growth projections and royalty and customer attrition.

The Company recorded no intangible asset impairment charges for the three quarters ended September 30, 2012 and the year ended December 31, 2011.

Indefinite-lived intangible assets consist of FCC licenses. The carrying amount of the Company’s FCC licenses was approximately $416 for the three quarters ended September 30, 2012 and the year ended December 31, 2011.

Amortized intangible assets, net, consist of the following:

			September 30, 2012							December 31, 2011
	Useful Life		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Affiliation agreements		25	$	1,968		(1,634	)		334		1,968		(1,575	)		393
Contract rights		40		460		(239	)		221		460		(230	)		230
Software		3		680		(574	)		106		653		(521	)		132
			$	3,108		(2,447	)		661		3,081		(2,326	)		755

7

NEWSCHANNEL 5 NETWORKS, LLC

Notes to Financial Statements

September 30, 2012 and 2011

(In thousands)

Future intangible asset amortization expense is estimated to be as follows:

	Amount
2012	$	33
2013		154
2014		114
2015		98
2016		90

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.  Goodwill is reviewed for impairment at least annually in accordance with FASB ASC Topic 350-10, Intangibles – Goodwill and Other – Overall. The Company performs its annual impairment analysis of goodwill at December 31 and when a triggering event occurs between annual impairment tests. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit, determined using a combination of a market multiples approach and discounted cash flows analysis, is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit, determined using a discounted cash flow analysis, in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill.  If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

The Company recorded no goodwill impairment charges during the three quarters ended September 30, 2012 and the year ended December 31, 2011.

(5) Taxes

The Company is a single member limited liability company for which the Parent is the sole member and is a disregarded entity for federal tax purposes pursuant to the Regulations promulgated by the US Department of Treasury.  Therefore, the Company is not subject to federal taxes; rather, the Company’s net income is allocated to the Member.  The Company is subject to Tennessee state income taxes and a provision for these taxes has been reflected in the statements.

Income taxes are accounted for in accordance with FASB ASC Topic 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting for income taxes. Under the asset and liability approach, 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 used 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.

8

NEWSCHANNEL 5 NETWORKS, LLC

Notes to Financial Statements

September 30, 2012 and 2011

(In thousands)

The Company utilizes the provisions included in FASB ASC Subtopic 740-10, Income Taxes – Overall related to accounting for uncertainty in income taxes recognized in the financial statements.

The Company is no longer subject to state tax examinations for years prior to 2009. The Company performed a review of tax positions taken in all open tax years and found no material uncertain tax positions requiring disclosure.

The provisions for state income taxes consist of the following:

	Third Quarter Ended September 30,				Three Quarters Ended September 30,
	2012		2011		2012		2011
Current: State	$	127		144		313		379
		127		144		313		379
Deferred: State		165		155		496		464
		165		155		496		464
	$	292		299		809		843

Deferred tax assets are comprised of the following:

Assets	September 30, 2012		December 31, 2011
Differences in depreciation and amortization of property, plant and equipment,net and intangibles, net	$	6,839		7,335
Total deferred tax assets		6,839		7,335

Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these assets.

The income tax provision for the Company differs from the amount computed for income taxes using the U.S. federal statutory rate because the Company is not subject to federal income taxes.

(6) Related Party Transactions

The Parent uses a centralized cash management approach whereby surplus cash generated by the Company is regularly transferred to the Parent and as necessary, the Parent contributes funds for the Company’s operating needs.  The resulting net intercompany receivable (payable) balance is settled at year-end through a (distribution to) contribution from the Parent.

9

NEWSCHANNEL 5 NETWORKS, LLC

Notes to Financial Statements

September 30, 2012 and 2011

(In thousands)

The accompanying statements of income include parent company charges for human resources and benefit management, treasury, accounting, internal and external audit, corporate and legal compliance, back office systems and support, tax compliance and planning, risk management, strategic planning and general management oversight provided by the Parent. The costs of these services have been allocated to the Company based on the most relevant allocation method to the services provided, primarily based on relative percentage of revenue, headcount or number of entities. Total fees allocated to the Company and included in parent company charges in the statements of income were $100 and $88 for the third quarters ended September 30, 2012 and 2011, respectively, and $300 and $264 for the three quarters ended September 30, 2012 and 2011, respectively.

The Company is covered under the Parent’s insurance policies. Allocated insurance charges included in parent company charges in the statements of income were $58 and $43 for the third quarters ended September 30, 2012 and 2011, respectively, and $173 and $125 for the three quarters ended September 30, 2012 and 2011, respectively.

The Company provides health and disability benefits, along with workers’ compensation benefits for its employees through self-insured programs, purchased insurance contracts, and health maintenance organizations, which are maintained and administered by the Parent. The Parent allocates a portion of each plan’s costs to the Company based on the number of participants.  Allocated health, disability, and workers’ compensation included in parent company charges in the statements of income were $214 and $256 for the third quarters ended September 30, 2012 and 2011, respectively, and $652 and $697 for the three quarters ended September 30, 2012 and 2011, respectively.

Employees of the Company participate in the Parent’s 401(k) savings plans that allow employees to contribute a selected percentage of their salaries through payroll deductions. The Company will contribute an amount which, after consideration of forfeitures, is equal to 100% of the first 1% of employee contributions and 50% of employee contributions up to an additional 5% of their compensation, subject to the ERISA limitations. Allocated charges related to retirement plans included in parent company charges in the statements of income were $101 and $89 for the third quarters ended September 30, 2012 and 2011, respectively, and $265 and $274 for the three quarters ended September 30, 2012 and 2011, respectively.

Additionally, employees of the Company participate in the Parent’s pension and supplemental pension, plans.  Therefore, these plans are accounted for by the Company as multi-employer plans which require the Company to expense its annual contributions. During 2008, the Parent froze benefits under pension plan and the supplemental pension plan and began the process of terminating the plans.  During 2009 and 2010, the Parent paid benefits earned to satisfy all benefit obligations associated with the supplemental pension plan and pension plan, respectively.  The remaining assets in the pension plan will be used for any remaining termination costs then distributed to plan participants. The Company did not recognize any costs under these plans in the third quarters or the three quarters ended September 30, 2012 and 2011.

10

NEWSCHANNEL 5 NETWORKS, LLC

Notes to Financial Statements

September 30, 2012 and 2011

(In thousands)

(7) Flood Costs and Related Insurance Recoveries, Net

During May 2010, flooding in Nashville, Tennessee resulted in the Company incurring property damages. As a result, the Company recorded flood-related costs, net of insurance recoveries in the statement of income as follows:

	Third Quarter Ended			Three Quarters Ended
	September 30, 2011			September 30, 2011
Clean-up and repairs of facility equipment	$	23			23
Insurance recoveries		(802	)		(802	)
Total flood costs and related insurance recoveries, net		(779	)		(779	)

The building’s carrying value was approximately $9,195 at the time of the flood. Assets totaling $254 were allocated to those components destroyed by the flood, and were written off.

(8) Subsequent Events

On December 6, 2012, Landmark Media Enterprises, LLC sold to Journal Broadcast Group, Inc. its equity interests in NewsChannel5 Network, LLC for $215,000 in cash, plus a working capital adjustment.

The Company has evaluated subsequent events from the balance sheet date through February 1, 2013, the date at which the financial statements were available to be issued, and determined there are no other items to disclose.

 11

EX-99.4

Exhibit 99.4

NEWSCHANNEL 5 NETWORK, LLC

Financial Statements

December 31, 2011 and 2010

(With Report of Independent Registered Public Accounting Firm)

NEWSCHANNEL 5 NETWORK, LLC

Table of Contents

	Page(s)
Report of Independent Registered Public Accounting Firm	1
Financial Statements:
Balance Sheets	2
Statements of Income	3
Statements of Changes in Member’s Equity	4
Statements of Cash Flows	5
Notes to Financial Statements	6 – 13

Report of Independent Registered Public Accounting Firm

The Board of Directors

NewsChannel 5 Network, LLC:

We have audited the accompanying balance sheets of NewsChannel 5 Network, LLC (the Company) as of December 31, 2011 and 2010 and the related statements of income, changes in member’s equity, and cash flows for each of the years in the three-year period ended December 31, 2011.These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NewsChannel 5 Network, LLC as of December 31, 2011 and 2010 and the results of its operations and its cash flowsfor each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

As discussed in note 6 to the financial statements, Landmark Media Enterprises, LLC (the Parent) provides certain operational support to the Company and financial results may not be indicative of operations as if the Company operated as a separate entity on a stand-alone basis.

/s/KPMG LLP

Norfolk, Virginia

February 1, 2013

1

NEWSCHANNEL 5 NETWORK, LLC

Balance Sheets

December 31, 2011 and 2010

(In thousands)

Assets	2011		2010
Current assets:
Cash	$	235		128
Accounts receivable, net of allowance of $461 and $311 at 2011 and 2010, respectively		8,896		10,353
Prepaid and other		118		93
Total current assets		9,249		10,574
Deferred tax assets		7,335		7,954
Property, plant, and equipment, net		10,833		10,530
Goodwill		429		429
Intangibles, net		1,171		1,148
Total assets	$	29,017		30,635
Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	621		1,551
Accrued payroll and benefits		1,351		1,338
Other accrued liabilities		745		1,313
Total current liabilities		2,717		4,202
Total liabilities		2,717		4,202
Member’s equity		26,300		26,433
Total liabilities and member’s equity	$	29,017		30,635

See accompanying notes to financial statements.

2

NEWSCHANNEL 5 NETWORK, LLC

Statements of Income

Years ended December 31, 2011, 2010, and 2009

(In thousands)

	2011			2010		2009
Operating revenues	$	42,520			45,265		36,207
Payroll and benefits expenses		12,820			12,662		11,846
Other operating expenses		7,524			7,780		7,198
Depreciation and amortization		1,784			1,593		1,841
Parent company charges (note 5)		1,834			1,714		1,618
Flood-related costs, net of insurance recoveries (note 7)		(779	)		—		—
Total operating expenses		23,183			23,749		22,503
Operating income		19,337			21,516		13,704
Other expense, net		9			15		21
Income before provision for state income taxes		19,328			21,501		13,683
Provision for state income taxes (note 4)		1,204			1,429		893
Net income	$	18,124			20,072		12,790

See accompanying notes to financial statements.

3

NEWSCHANNEL 5 NETWORK, LLC

Statements of Changes in Member’s Equity

Years ended December 31, 2011, 2010, and 2009

(In thousands)

	Total
Balance, December 31, 2008	$	31,583
Capital distribution to parent		(17,805	)
Net income		12,790
Balance, December 31, 2009		26,568
Capital distribution to parent		(20,207	)
Net income		20,072
Balance, December 31, 2010		26,433
Capital distribution to parent		(18,257	)
Net income		18,124
Balance, December 31, 2011	$	26,300

See accompanying notes to financial statements.

4

NEWSCHANNEL 5 NETWORK, LLC

Statements of Cash Flows

Years ended December 31, 2011, 2010, and 2009

(In thousands)

	2011			2010			2009
Cash flows from operating activities:
Net income	$	18,124			20,072			12,790
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant, and equipment		1,645			1,486			1,695
Amortization of intangibles		139			107			146
Deferred income taxes		619			636			625
Provision for doubtful accounts receivable		(150	)		(29	)		89
Loss (gain) on sale of property and equipment		—			283			(1	)
Loss on write-off of assets destroyed by the flood		—			254			—
Change in other operating assets and liabilities:
Accounts receivable		1,607			(1,988	)		(1,155	)
Accounts payable and accrued liabilities		(1,485	)		1,618			—
Prepaid and other assets		(25	)		29			(1	)
Net cash provided by operating activities		20,474			22,468			14,188
Cash flows from investing activities:
Purchases of property, plant, and equipment		(1,948	)		(2,237	)		(1,308	)
Purchases of intangibles		(162	)		(22	)		—
Change in receivables from parent		—			—			5,013
Net cash (used in) provided by investing activities		(2,110	)		(2,259	)		3,705
Cash flows from financing activities:
Distributions to parent		(18,257	)		(20,207	)		(17,805	)
Net cash used in financing activities		(18,257	)		(20,207	)		(17,805	)
Increase in cash		107			2			88
Cash, beginning of year		128			126			38
Cash, end of year	$	235			128			126
Supplemental disclosure of noncash investing activities: Property, plant, and equipment payable as of December 31		—			448			—

See accompanying notes to financial statements.

5

NEWSCHANNEL 5 NETWORK, LLC

Notes to Financial Statements

December 31, 2011 and 2010

(In thousands)

(1)   Summary of Significant Accounting Policies

(a)   The Company and Basis for Presentation

NewsChannel 5 Network, LLC (the Company) is a single-member limited liability company (LLC) for which Landmark Media Enterprises, LLC (the Parent) is the sole member. The Company operates a CBS affiliated television station located in Nashville, Tennessee, a cable channel and related websites.

The Company derives its revenue principally from sales of advertising to local market and national advertisers. The Company extends credit to a broad range of businesses, none of which represent a significant portion of revenue.

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) and reflect the assets, liabilities, member’s equity, revenues, expenses, and cash flows related to the Company.

(b)   Reporting Period

The Company reports on a calendar year basis.

(c)   Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include allowances for doubtful accounts receivable, useful lives of property, plant, and equipment, and intangible assets, and the recoverability of goodwill and intangible assets. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from those estimates.

(d)   Property, Plant, and Equipment, Net

Property, plant, and equipment are recorded at cost and depreciated over their estimated useful lives, using both accelerated and straight-line methods. Expenditures for major renewals and betterments are capitalized. The cost and accumulated depreciation of assets retired or disposed of are eliminated from the accounts. Repairs and maintenance are charged to operations as incurred.

The estimated useful lives used in computing depreciation are as follows:

Buildings, leasehold, and land improvements	7 – 39 years
Machinery, equipment, and furniture	5 – 7 years

6

NEWSCHANNEL 5 NETWORK, LLC

Notes to Financial Statements

December 31, 2011 and 2010

(In thousands)

(e)   Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350-10, Intangibles – Goodwill and Other – Overall. The Company performs its annual impairment analysis of goodwill at December 31 and when a triggering event occurs between annual impairment tests. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit, determined using a combination of a market multiples approach and discounted cash flows analysis, is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit, determined using a discounted cash flow analysis, in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

The Company recorded no goodwill impairment charges during the years ended December 31, 2011, 2010, and 2009.

(f)   Intangible Assets, Net

Intangible assets other than goodwill are carried at cost less accumulated amortization. Intangible assets generally consist of contract rights, affiliation agreements, Federal Communications Commission (FCC) licenses, and software. Intangible assets are amortized on a straight-line or accelerated basis over their useful lives, generally 3 to 40 years.

Intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If circumstances require intangible assets to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that intangible asset or asset group to its carrying value. If the carrying value of the intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying value exceeds its fair value. Fair value is determined based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Company to make assumptions about future operating results over the lives of the assets being evaluated such as revenue growth projections and royalty and customer attrition.

The Company recorded no intangible asset impairment charges for the years ended December 31, 2011, 2010, and 2009.

7

NEWSCHANNEL 5 NETWORK, LLC

Notes to Financial Statements

December 31, 2011 and 2010

(In thousands)

(g)   Revenue Recognition

Television broadcast arrangements require the Company to deliver an advertising unit often accompanied by an audience rating guarantee. Advertising revenues are recognized as advertising units broadcast, net of applicable agency commission fees, usually at a rate of 15%. Revenues recognized are net of a provision for audience deficiency.

The Company has agreements with distributors for the rights to television programming over contract periods. Certain of these agreements require the Company to provide barter advertising time to its distributors. These barter revenues are recognized as the related advertising is aired and the barter expense is recorded as the programming is aired. Approximately $1,082, $936, and $1,211 were recorded as barter revenues and expenses during 2011, 2010, and 2009, respectively.

(h)   Income Taxes

The Company is a single-member LLC and is a disregarded entity for federal tax purposes pursuant to the Regulations promulgated by the U.S. Department of Treasury. Therefore, the Company is not subject to federal taxes; rather, the Company’s net income is allocated to the Parent. The Company is subject to Tennessee state income taxes and a provision for these taxes has been reflected in the financial statements.

Income taxes are accounted for in accordance with FASB ASC Topic 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting for income taxes. Under the asset and liability approach, 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 used 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.

The Company utilizes the provisions included in FASB ASC Subtopic 740-10, Income Taxes – Overall, related to accounting for uncertainty in income taxes recognized in the financial statements.

The Company is no longer subject to state tax examinations for years prior to 2009. The Company performed a review of tax positions taken in all open tax years and found no material uncertain tax positions requiring disclosure.

(i)   Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the statements of cash flows. The Company evaluates and records its allowance for doubtful accounts based upon assessment of various factors including, but not limited to, historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Write-offs for the years ended December 31, 2011, 2010, and 2009 were approximately $38, $135, and $270, respectively. The Company does not have any off-balance-sheet credit risk exposure related to its customers.

8

NEWSCHANNEL 5 NETWORK, LLC

Notes to Financial Statements

December 31, 2011 and 2010

(In thousands)

(j)   Fair Value Measurements

The Company utilizes the provisions of FASB Statement No. 157, Fair Value Measurements (Statement 157), included in FASB ASC Topic 820-10, Fair Value Measurements and Disclosures – Overall, for fair value measurements of financial assets and liabilities and for nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. FASB ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

(2)   Property, Plant, and Equipment, Net

Property, plant, and equipment consist of the following:

	December 31
	2011			2010
Land	$	2,505			2,505
Buildings and improvements		10,365			8,970
Machinery, equipment, and furniture		31,329			29,205
Construction in progress		72			1,704
		44,271			42,384
Less – accumulated depreciation		(33,438	)		(31,854	)
Net property, plant, and equipment	$	10,833			10,530

The Company recorded no property, plant, and equipment impairment charges during the years ended December 2011, 2010, and 2009.

9

NEWSCHANNEL 5 NETWORK, LLC

Notes to Financial Statements

December 31, 2011 and 2010

(In thousands)

(3)   Intangible Assets, Net

Indefinite-lived intangible assets consist of FCC licenses. The carrying amount of the Company’s FCC licenses was approximately $416 for the years ended December 31, 2011 and 2010.

Amortized intangible assets, net consist of the following:

			December 31
			2011							2010
	Useful				Accumulated							Accumulated
	life		Cost		amortization			Net		Cost		amortization			Net
Affiliation agreements		25	$	1,968		(1,575	)		393		1,968		(1,496	)		472
Contract rights		40		460		(230	)		230		460		(218	)		242
Software		3		653		(521	)		132		491		(473	)		18
			$	3,081		(2,326	)		755		2,919		(2,187	)		732

Future intangible asset amortization expense is estimated to be as follows:

	Amount
2012	$	152
2013		145
2014		105
2015		90
2016		90

(4)   Taxes

The provision for state income taxes consists of the following:

	Year ended December 31
	2011		2010		2009
Current: State	$	585		793		268
		585		793		268
Deferred: State		619		636		625
		619		636		625
	$	1,204		1,429		893

10

NEWSCHANNEL 5 NETWORK, LLC

Notes to Financial Statements

December 31, 2011 and 2010

(In thousands)

Deferred tax assets are comprised of the following:

	December 31
Assets	2011		2010
Differences in amortization of intangible assets	$	7,335		7,954
Total deferred tax assets	$	7,335		7,954

Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these assets.

The income tax provision for the Company differs from the amount computed for income taxes using the U.S. federal statutory rate because the Company is not subject to federal income taxes.

(5)   Related-Party Transactions

The Parent uses a centralized cash management approach whereby surplus cash generated by the Company is regularly transferred to the Parent and as necessary, the Parent contributes funds for the Company’s operating needs. The resulting net intercompany receivable (payable) balance is settled at year-end through a (distribution to) contribution from the Parent.

The accompanying statements of income include parent company charges for human resources and benefit management, treasury, accounting, internal and external audit, corporate and legal compliance, back office systems and support, tax compliance and planning, risk management, strategic planning, and general management oversight provided by the Parent. The costs of these services have been allocated to the Company based on the most relevant allocation method to the services provided, primarily based on relative percentage of revenue, headcount, or number of entities. Total fees allocated to the Company and included in parent company charges in the statements of income were $399, $365, and $236 in 2011, 2010, and 2009, respectively.

The Company is covered under the Parent’s insurance policies. Allocated insurance charges included in parent company charges in the statements of income were $181, $157, and $158 in 2011, 2010, and 2009, respectively.

The Company provides health and disability benefits, along with workers’ compensation benefits for its employees through self-insured programs, purchased insurance contracts, and health maintenance organizations, which are maintained and administered by the Parent. The Parent allocates a portion of each plan’s costs to the Company based on the number of participants. Allocated health, disability, and workers’ compensation included in parent company charges in the statements of income were $899, $855, and $912, in 2011, 2010, and 2009, respectively.

Employees of the Company participate in the Parent’s 401(k) savings plans that allow employees to contribute a selected percentage of their salaries through payroll deductions. The Company will contribute an amount which, after consideration of forfeitures, is equal to 100% of the first 1% of employee contributions and 50% of employee contributions up to an additional 5% of their compensation, subject to the ERISA limitations. Allocated charges related to retirement plans included in parent company charges in the statements of income were $355, $337, and $312, in 2011, 2010, and 2009, respectively.

11

NEWSCHANNEL 5 NETWORK, LLC

Notes to Financial Statements

December 31, 2011 and 2010

(In thousands)

Additionally, employees of the Company participate in the Parent’s pension and supplemental pension plans. Therefore, these plans are accounted for by the Company as multi-employer plans, which require the Company to expense its annual contributions. During 2008, the Parent froze benefits under pension plan and the supplemental pension plan and began the process of terminating the plans. During 2009 and 2010, the Parent paid benefits earned to satisfy all benefit obligations associated with the supplemental pension plan and pension plan, respectively. The remaining assets in the pension plan will be used for any remaining termination costs then distributed to plan participants. The Company did not recognize any costs under these plans in 2011, 2010, and 2009.

(6)   Commitments and Contingencies

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company has various long-term obligations and commitments as of December 31, 2011. The Company leases certain equipment used in its operations under various operating leases. Leases in effect at December 31, 2011 expire on various dates through the year 2015. Rent expense for the years ended December 31, 2011, 2010, and 2009 was approximately $547, $605, and $627, respectively. Future long-term obligations and commitments are summarized as follows:

	2012		2013		2014		2015		2016		Thereafter
Future commitments:
Operating lease obligations	$	528		464		237		28		—		—
Film contract rights		705		671		603		297		—		—
Total future commitments	$	1,233		1,135		840		325		—		—

Film Contract Rights

Film contract rights are paid monthly for current services and are expensed accordingly.

12

NEWSCHANNEL 5 NETWORK, LLC

Notes to Financial Statements

December 31, 2011 and 2010

(In thousands)

(7)   Flood Costs and Related Insurance Recoveries, Net

During May 2010, flooding in Nashville, Tennessee resulted in the Company incurring property damages. As a result, the Company recorded flood-related costs, net of insurance recoveries in the statements of income as follows:

	December 31
	2011			2010
Write-off of building components destroyed by the flood	$	—			254
Cleanup and repairs of facility and equipment		23			784
Insurance recoveries		(802	)		(1,038	)
Total flood costs and related insurance recoveries, net	$	(779	)		—

The building’s carrying value was approximately $9,195 at the time of the flood. Assets totaling $254 were allocated to those components destroyed by the flood, and were written off.

(8)   Subsequent Events

On December 6, 2012, Landmark Media Enterprises, LLC sold to Journal Broadcast Group, Inc. its equity interests in NewsChannel 5 Network, LLC for $215,000 in cash, plus a working capital adjustment.

The Company has evaluated subsequent events from the balance sheet date through February 1, 2013, the date at which the financial statements were available to be issued, and determined there are no other items to disclose.

 13

EX-99.5

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On December 6, 2012, the Journal Broadcast Group, Inc. subsidiary of Journal Communications, Inc. (the “Company”), completed the acquisition of NewsChannel 5 Network, LLC (“WTVF NewsChannel 5”), from a subsidiary of Landmark Media Enterprises, LLC pursuant to the terms and conditions of a Purchase Agreement (the “Purchase Agreement”), dated as of August 31, 2012, with Landmark Television, LLC, and joined for certain limited purposes by Journal Broadcast Corporation, the Company and Landmark Media Enterprises, LLC. WTVF NewsChannel 5 owns and operates, among other things, WTVF-TV, Nashville, Tennessee, a CBS affiliated television station. The purchase price was $215 million plus a preliminary working capital adjustment of $5 million.

The historical unaudited balance sheets used in the pro forma condensed combined balance sheet are as of September 23, 2012 for the Company and as of September 30, 2012 for WTVF Newschannel 5.  The historical unaudited statements of operations used in the pro forma condensed combined statements of operations are for the three quarters ended September 23, 2012 and the year ended December 25, 2011 for the Company and for the three quarters ended September 30, 2012 and the year ended December 31, 2011 for WTVF Newschannel 5.  There were no unusual charges or significant adjustments in the excluded periods between the respective fiscal period ending dates which require separate disclosure.

The pro forma unaudited condensed combined balance sheet as of September 23, 2012 is presented as if the acquisition and related acquisition financing had occurred on September 23, 2012, and includes all adjustments that give effect to events that are directly attributable to the acquisition and related acquisition financing and are factually supportable. The pro forma unaudited condensed combined statements of operations for the year ended December 25, 2011 and the three quarters ended September 23, 2012 are presented as if the acquisition and related acquisition financing had occurred on December 27, 2010, and include all adjustments that give effect to events that are directly attributable to the acquisition and related acquisition financing, are expected to have a continuing impact, and are factually supportable.

The unaudited pro forma condensed combined financial statements are presented for informational purposes only and are not intended to represent or to be indicative of the results of operations or financial position that the Company would have reported had the acquisition and related acquisition financing been completed as of the dates set forth in the pro forma unaudited condensed combined financial statements.

The unaudited pro forma condensed combined statements of operations do not include the effects of non-recurring income statement impacts from the acquisition or the related acquisition financing. Additionally, the unaudited pro forma condensed combined statements of operations do not include any adjustments for expected future incremental operating income as a result of synergies, which the Company expects may be significant.

The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of the fair values of tangible and intangible assets acquired and liabilities assumed. Upon completion of the valuation for the acquisition, the Company may make additional adjustments, and these valuations could change significantly from those used in the pro forma condensed combined financial statements.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 25, 2011, the Company’s Quarterly Report on Form 10-Q for the three quarters ended September 23, 2012, the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission on December 7, 2012, WTVF NewsChannel 5’s historical financial statements and notes thereto as of and for the years ended December 31, 2011, 2010 and 2009 contained herein as Exhibit 99.4 and historical unaudited financial statements as of and for the third quarter and three quarters ended September 30, 2012 and 2011 contained herein as Exhibit 99.3.

1

Journal Communications, Inc.

Pro Forma Condensed Combined Balance Sheet

September 23, 2012

(Unaudited, in thousands)

				WTVF		Pro Forma				Total
	Journal			NewsChannel 5		Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	2,089		$	49	$	5,341		A, C	$	7,479
Investments of variable interest entity		500			-		-				500
Receivables, net		57,047			7,542		-				64,589
Intercompany receivable		-			13,479		(13,479	)	A		-
Inventories, net		2,553			-		-				2,553
Prepaid expenses and other current assets		4,822			150		-				4,972
Syndicated programs		2,521			-		-				2,521
Deferred income taxes		2,490			-		-				2,490
TOTAL CURRENT ASSETS		72,022			21,220		(8,138	)			85,104
Property and equipment, net		159,650			11,214		1,589		B		172,453
Syndicated programs		5,623			-		-				5,623
Goodwill		10,617			429		117,983		B		129,029
Broadcast licenses		91,147			416		39,684		B		131,247
Other intangible assets, net		20,088			662		42,838		B		63,588
Deferred income taxes		48,652			6,839		(6,839	)	A		48,652
Other assets		4,484			-		3,373		B, C		7,857
TOTAL ASSETS	$	412,283		$	40,780	$	190,490			$	643,553
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	21,979		$	556	$	-			$	22,535
Accrued compensation		9,658			1,095		-				10,753
Accrued employee benefits		5,733			-		-				5,733
Deferred revenue		17,327			-		-				17,327
Syndicated programs		3,044			-		-				3,044
Accrued income taxes		1,667			-		-				1,667
Other current liabilities		6,307			904		2,136		A, D		9,347
Current portion of other long-term liabities		8,324			-		-				8,324
Current portion of long-term liabilities		144			-		-				144
TOTAL CURRENT LIABILITIES		74,183			2,555		2,136				78,874
Accrued employee benefits		86,027			-		-				86,027
Syndicated porgrams		5,960			-		-				5,960
Long-term notes payable to banks		30,335			-		228,715		C		259,050
Unsecured subordinated notes payable		15,935			-		-				15,935
Other long-term liabilities		3,591			-		-				3,591
Equity:
Class C common stock		-			-		-				-
Class B common stock		64			-		-				64
Class A common stock		436			-		-				436
Additional paid-in capital		255,198			-		-				255,198
Accumulated other comprehensive loss		(51,826	)		-		-				(51,826	)
Retained Earnings		(8,784	)		38,225		(40,361	)	C		(10,920	)
Total Journal Communications, Inc. shareholders' equity		195,088			38,225		(40,361	)			192,952
Noncontrolling interest		1,164			-		-				1,164
TOTAL EQUITY		196,252			38,225		(40,361	)			194,116
TOTAL LIABILITIES AND EQUITY	$	412,283		$	40,780	$	190,490			$	643,553

2

Journal Communications, Inc.

Pro Forma Condensed Combined Statements of Operations

Three Quarters Ended September 23, 2012

(Unaudited, in thousands)

				WTVF			Pro Forma				Total
	Journal			NewsChannel 5			Adjustments				Pro Forma
Revenue:
Broadcasting	$	157,726		$	30,712		$	-			$	188,438
Publishing		118,267			-			-				118,267
Corporate eliminations		(465	)		-			-				(465	)
Total revenue		275,528			30,712			-				306,240
Operating costs and expenses:
Broadcasting		72,639			16,898			1,341		E		90,878
Publishing		78,563			-			-				78,563
Corporate eliminations		(465	)		-			-				(465	)
Total operating costs and expenses		150,737			16,898			1,341				168,976
Selling and administrative expenses		92,023			-			(474	)	F		91,549
Management fees-intercompany		-			1,390			-				1,390
Total operating costs and expenses and selling and administrative expenses		242,760			18,288			867				261,915
Operating earnings		32,768			12,424			(867	)			44,325
Other income and (expense):
Interest income		22			-			-				22
Interest expense		(2,415	)		(3	)		(4,859	)	G		(7,277	)
Total other income and (expense)		(2,393	)		(3	)		(4,859	)			(7,255	)
Earnings from continuing operations before income taxes		30,375			12,421			(5,726	)			37,070
Provision for income taxes		12,147			809			1,760		H		14,716
Net earnings	$	18,228		$	11,612		$	(7,486	)		$	22,354
Earnings per share:
Basic - Class A and B common stock:
Net earnings	$	0.32		$	-		$	-			$	0.40
Diluted - Class A and B common stock:
Net earnings	$	0.32		$	-		$	-			$	0.40
Basic and diluted - Class C common stock:
Net earnings	$	0.63		$	-		$	-			$	0.69

3

Journal Communications, Inc.

Pro Forma Condensed Combined Statements of Operations

Year Ended December 25, 2011

(Unaudited, in thousands)

				WTVF			Pro Forma				Total
	Journal			NewsChannel 5			Adjustments				Pro Forma
Revenue:
Broadcasting	$	186,080		$	42,520		$	-			$	228,600
Publishing		170,976			-			-				170,976
Corporate eliminations		(263	)		-			-				(263	)
Total revenue		356,793			42,520			-				399,313
Operating costs and expenses:
Broadcasting		92,371			21,349			1,877		E		115,597
Publishing		109,557			-			-				109,557
Corporate eliminations		(263	)		-			-				(263	)
Total operating costs and expenses		201,665			21,349			1,877				224,891
Selling and administrative expenses		115,346			-			-				115,346
Management fees-intercompany		-			1,834			-				1,834
Total operating costs and expenses and selling and administrative expenses		317,011			23,183			1,877				342,071
Operating earnings		39,782			19,337			(1,877	)			57,242
Other income and (expense):
Interest income		117			-			-				117
Interest expense		(3,642	)		(9	)		(6,452	)	G		(10,103	)
Total other income and (expense)		(3,525	)		(9	)		(6,452	)			(9,986	)
Earnings from continuing operations before income taxes		36,257			19,328			(8,329	)			47,256
Provision for income taxes		14,412			1,204			3,115		H		18,731
Earnings from continuing operations	$	21,845		$	18,124		$	(11,444	)		$	28,525
Earnings per share from continuing operations:
Basic - Class A and B common stock:
Net earnings per share from continuing operations	$	0.36		$	-		$	-			$	0.48
Diluted - Class A and B common stock:
Net earnings per share from continuing operations	$	0.36		$	-		$	-			$	0.48
Basic and diluted - Class C common stock:
Net earnings per share from continuing operations	$	0.93		$	-		$	-			$	1.05

4

NOTES TO THE PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1) BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed combined financial statements and explanatory notes give effect to the acquisition of the WTVF NewsChannel 5 by the Company and the related acquisition financing of such acquisition (collectively, the “Acquisition”). The unaudited pro forma condensed combined balance sheet is presented as if the Acquisition had occurred as of September 23, 2012. The unaudited pro forma condensed combined statement of operations is presented as if the Acquisition had occurred on December 27, 2010.

The Acquisition has been accounted for under the acquisition method of accounting which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the amounts assigned to tangible and intangible assets acquired and liabilities assumed is recognized as goodwill.

The historical unaudited balance sheets used in the pro forma condensed combined balance sheet are as of September 23, 2012 for the Company and as of September 30, 2012 for WTVF Newschannel 5.  The historical unaudited statements of operations used in the pro forma condensed combined statements of operations are for the three quarters ended September 23, 2012 and the year ended December 25, 2011 for the Company and for the three quarters ended September 30, 2012 and the year ended December 31, 2011 for WTVF Newschannel 5.  There were no unusual charges or significant adjustments in the excluded periods between the respective fiscal period ending dates which require separate disclosure.

The unaudited pro forma condensed financial statements are based on the historical financial statements of the Company and WTVF NewsChannel 5 after giving effect to the Acquisition, as well as the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not indicative of either future results of operations or results that might have been achieved if the acquisition was consummated as of the dates set forth in the pro forma unaudited condensed combined financial statements. This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements, the historical consolidated financial statements and accompanying notes of the Company’s Annual Report on Form 10-K for the year ended December 25, 2011, filed with the SEC on March 9 2012, and the financial statements of NewsChannel 5 included as Exhibits 99.3 and 99.4 to this Current Report on Form 8-K/A.

Certain reclassifications have been made to the historical presentation of the WTVF NewsChannel 5 financial statements to conform to the presentation used in the Company’s condensed consolidated financial statements and the unaudited pro forma financial information.

(2) PRELIMINARY PURCHASE PRICE ALLOCATION

The following table summarizes the preliminary purchase price for the NewsChannel 5 acquisition (in thousands):

	Amount
Aggregate cash purchase price for the acquisition	$	215,000
Estimated net working capital adjustment	5,000
Total estimated purchase price	$	220,000

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The purchase price is preliminary and is subject to adjustment based upon the difference between the estimated net working capital to be transferred and the actual amount of net working capital transferred on the date of closing. The initial purchase price has been allocated to the acquired assets and assumed liabilities based on estimated fair values. The purchase price allocation is preliminary pending a final determination of the fair values of the assets and liabilities. The initial allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

Receivables, net	$	7,542
Prepaid expenses and other current assets	150
Accounts payable	(556		)
Accrued compensation	(1,095		)
Other current liabilities	(904		)
Property and equipment	13,262
Network affiliation agreements	43,500
Broadcast licenses	40,100
Goodwill	117,953
Other assets	48
Total	$	220,000

The preliminary allocation presented above is based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Network affiliation agreements will be amortized over the estimated remaining useful lives of 25 years. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future synergies. The Company expects that goodwill will be deductible for tax purposes. The initial purchase price allocation is based upon all information available to us at the present time and is subject to change, and such changes could be material.

(3) PRO FORMA ADJUSTMENTS

The unaudited pro forma condensed combined financial statements reflecting the WTVF NewsChannel 5 Acquisition include the adjustments attributed to the acquisition of the WTVF NewsChannel 5 and additional borrowings used to finance the Acquisition which consisted of a $150.0 million term loan and $78.7 million of borrowings under a revolving credit facility.

The unaudited pro forma condensed combined statement of operations does not include any costs that may result from acquisition and integration activities. The unaudited pro forma condensed combined financial statements do not include any adjustments for expected future incremental operating income as a result of synergies, which the Company expects may be significant.

ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

The pro forma adjustments in the unaudited pro forma combined balance sheet related to the acquisition of  WTVF NewsChannel 5 and the related acquisition financing as of September 23, 2012 are as follows:

(A) The Company acquired the equity interest in WTVF NewsChannel 5, subject to exclusion of certain assets and liabilities. The purchase includes approximately $5 million of working capital, included within the purchase price allocation in Note 2. Working capital does not include cash or any intercompany balances.

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(B) The assets acquired and liabilities assumed of  WTVF NewsChannel 5 have been adjusted to their estimated fair values as of the acquisition date, as reflected in the purchase price allocation in Note 2.

(C) The pro forma adjustments reflect the acquisition financing including the $150.0 million term loan and $78.7 million draw under the revolver. The net proceeds from the refinancing were approximately $225.4 million after deducting related fees and expenses. The related fees and expenses included $3.3 million in fees to creditors and third parties, which was recorded as deferred financing costs, which is reflected as a pro forma adjustment to deferred financing costs included in other assets.

(D) The pro forma adjustments reflect $223.3 million of cash that would have been paid had closing occurred on September 23, 2012 the balance sheet date. The cash paid represents the purchase price of $215.0 million, plus the working capital adjustment of $5.0 million and financing costs of $3.3 million. The actual cash paid at closing on December 6, 2012 was $220.0 million, which represents the purchase price of $215.0 million, plus the working capital adjustment of $5.0 million. In connection with the WTVF NewsChannel 5 acquisition, the Company incurred a total of $2.6 million of costs primarily related to legal and other professional services, which were expensed as incurred. These costs are included in the pro forma retained earnings amount in the unaudited pro forma condense combined balance sheet. The total costs incurred in 2012 which were recorded to retained earnings in the December 31, 2011 unaudited pro forma condensed combined balance sheet was $2.1 million.

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ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

The pro forma adjustments in the unaudited pro forma condensed combined statement of operations related to the WTVF NewsChannel 5 acquisition and the related acquisition financing as of December 27, 2012 are as follows:

(E) The pro forma adjustments include the difference in depreciation of property and equipment and amortization of definite-lived intangible assets related to the fair value step-up of these acquired assets. The total pro forma depreciation of property and equipment for the three quarters ended as of the third quarter 2012 and for the year ended December 25, 2011 is $17.3 million and $23.7 million, respectively.  Amortization of definite-lived intangible assets for the three quarters ended as of the third quarter 2012 and the year ended December 25, 2011 is $2.6 million, $3.3 million, respectively.

(F) The pro forma adjustments include the reversal of certain acquisition-related costs reflected in the historical financial statements for the three quarters ended September 30, 2012 that are directly related to the acquisition and are non-recurring in nature. The total of these costs related to the WTVF NewsChannel 5 acquisition for the three quarters ended September 23, 2012 was $0.5 million.

(G) The pro forma adjustments reflect the additional interest expense, including the amortization of additional deferred financing costs and debt discount, related to the $150.0 term loan and the $78.7 million draw under the revolver. The additional cash interest expense of $4.4 million and $5.8 million for the three quarters ended September 23, 2012 and the year ended December 25, 2011, was calculated based on the interest rates in effect during the pro forma period presented. The weighted average interest rates applied to the both the term loan and the line of credit was 2.5% for the three quarters ended September 23, 2012 and the year ended December 31, 2011. A one-eight percent increase or decrease in interest rates would have increased or decreased cash interest expense by $0.3 million for the three quarters ended September 23, 2012 and $0.4 million for the year ended December 25, 2011. The additional interest expense resulting from the amortization of additional deferred financing costs totaled $0.5 million and $0.7 million for the three quarters ended September 23, 2012 and the year ended December 25, 2011, respectively.

(H) The Company applied the effective tax rate in effect for the three quarters ended September 23, 2012 and the year ended December 25, 2011 of 40.04% and 40.25%, respectively, to the pro forma adjustments, adjusted for discrete items. The pro forma provision for income taxes does not necessarily reflect the amounts that would have resulted had WTVF NewsChannel 5 and the Company filed consolidated returns for the periods presented.

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(4) 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 shares and may be allocated to class C shares and non-vested restricted stock if there is undistributed earnings after deducting earnings distributed to class C shares 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.

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

	Three Quarters Ended			Year Ended
	September 23, 2012			December 25, 2011
Numerator for basic earnings from continuing operations for each class of common stock and non-vested restricted stock:
Earnings form continuing operations	$	22,354		$	28,525
Less dividends:
Class A and B		-			-
Minimum class C		1,145			1,854
Non-vested restricted stock		-			-
Total undistributed earnings from continuing operations	$	21,209		$	26,671
Undistributed earnings from continuing operations:
Class A and B	$	19,943		$	24,743
Class C		1,115			1,582
Non-vested restricted stock		151			346
Total undistributed earnings from continuing operations	$	21,209		$	26,671
Numerator for basic earnings from continuing operations per class A and B common stock:
Dividends on class A and B	$	-		$	-
Class A and B undistributed earnings		19,943			24,743
Numerator for basic earnings from continuing operations per class A and B common stock	$	19,943		$	24,743
Numerator for basic earnings from continuing operations per class C common stock:
Minimum dividends on class C	$	1,145		$	1,854
Class C undistributed earnings		1,115			1,582
Numerator for basic earnings from continuing operations per class C common stock	$	2,260		$	3,436
Denominator for basic earnings from continuing operations for each class of common stock:
Weighted average shares outstanding -
Class A and B		50,120			51,088
Class C		3,264	(1)		3,264
Basic earnings per share from continuing operations:
Class A and B	$	0.40		$	0.48
Class C	$	0.69		$	1.05

(1)  The weighted average number of shares is calculated only for the period of time which the class C common stock was outstanding during the period, not the entire period.

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Diluted

Diluted earnings per share is computed based upon the assumption that common shares are issued upon exercise of our stock appreciation rights when the exercise price is less than the average market price of our common shares and common shares will be outstanding upon expiration of the vesting periods for our non-vested restricted stock and performance-based restricted stock units.  For the third quarter ended September 23, 2012, 543 non-vested restricted class B common shares and performance-based restricted stock units are not included in the computation of diluted earnings per share because they are anti-dilutive.  For the year ended December 25, 2011, 657 non-vested restricted class B common shares are not included in the computation of diluted earnings per share because they are anti-dilutive.  The class C shares are not converted into class A and B shares because they are anti-dilutive for all periods presented, and therefore are not included in the diluted weighted average shares outstanding.

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The following table sets forth the computation of diluted net earnings per share from continuing operations for class A and B common stock:

	Three Quarters Ended		Year Ended
	September 23, 2012		December 25, 2011
Numerator for diluted net earnings per share from continuing operations:
Dividends on class A and B common stock	$	-	$	-
Total undistributed earnings from continuing operations		19,943		24,743
Net earnings from continuing operations	$	19,943	$	24,743
Denominator for diluted net earnings per share:
Weighted average shares outstanding		50,120		51,088
Diluted earnings per share from Continuing operations	$	0.40	$	0.48

Diluted earnings per share from continuing operations for the class C common stock is the same as basic earnings per share from continuing operations for class C common stock because there are no class C common stock equivalents.

Prior to the repurchase of the class C common stock, each of the 3,264,000 class C shares outstanding were 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).

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