10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended:  June 29, 2014

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from		to
Commission File Number:	1-31805

JOURNAL COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	20-0020198
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

333 W. State Street, Milwaukee, Wisconsin	53203
(Address of principal executive offices)	(Zip Code)

(414) 224-2000

Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No o

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).

Yes x  No o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Number of shares outstanding of each of the issuer’s classes of common stock as of July 25, 2014:

Class	Outstanding at July 25, 2014
Class A Common Stock	44,953,473
Class B Common Stock	5,958,878

JOURNAL COMMUNICATIONS, INC.

INDEX

			Page No.
Part I.	Financial Information
	Item 1.	Financial Statements
		Unaudited Condensed Consolidated Balance Sheets as of June 29, 2014 and December 29, 2013	2
		Unaudited Condensed Consolidated Statements of Operations for the Second Quarter Ended June 29, 2014 and June 30, 2013	3
		Unaudited Condensed Consolidated Statements of Comprehensive Income for the Second Quarter Ended June 29, 2014 and June 30, 2013	4
		Unaudited Condensed Consolidated Statement of Equity for the Second Quarter Ended June 29, 2014	5
		Unaudited Condensed Consolidated Statement of Equity for the Second Quarter Ended June 30, 2013	6
		Unaudited Condensed Consolidated Statements of Cash Flows for the Second Quarter Ended June 29, 2014 and June 30, 2013	7
		Notes to Unaudited Condensed Consolidated Financial Statements as of June 29, 2014	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.	Quantitative and Qualitative Disclosure of Market Risk	34
	Item 4.	Controls and Procedures	34
Part II.	Other Information
	Item 1.	Legal Proceedings	35
	Item 1A.	Risk Factors	35
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
	Item 3.	Defaults Upon Senior Securities	35
	Item 4.	Mine Safety Disclosures	35
	Item 5.	Other Information	35
	Item 6.	Exhibits	36

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JOURNAL COMMUNICATIONS, INC.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	June 29, 2014			December 29, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	1,756		$	1,912
Receivables, net		64,856			66,670
Inventories, net		1,828			2,191
Prepaid expenses and other current assets		4,451			3,305
Syndicated programs		2,592			2,816
Deferred income taxes		2,274			2,508
Current assets of discontinued operations		-			7,048
TOTAL CURRENT ASSETS		77,757			86,450
Property and equipment, at cost, less accumulated depreciation of $251,666 and $246,531, respectively		154,911			160,549
Syndicated programs		4,131			5,162
Goodwill		121,987			124,702
Broadcast licenses		135,166			135,166
Other intangible assets, net		56,350			57,763
Deferred income taxes		16,263			20,125
Other assets		5,593			6,101
TOTAL ASSETS	$	572,158		$	596,018
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	23,228		$	22,154
Accrued compensation		8,390			9,134
Accrued employee benefits		5,342			4,865
Deferred revenue		16,058			15,459
Syndicated programs		2,144			2,247
Accrued income taxes		6,209			3,286
Other current liabilities		5,863			5,560
Current portion of unsecured subordinated notes payable		2,656			2,656
Current portion of long-term notes payable to banks		15,000			15,000
Current portion of long-term liabilities		264			276
Current liabilities of discontinued operations		-			885
TOTAL CURRENT LIABILITIES		85,154			81,522
Accrued employee benefits		64,293			64,541
Syndicated programs		4,644			5,741
Long-term notes payable to banks		129,375			179,950
Unsecured subordinated notes payable		10,623			10,623
Other long-term liabilities		3,808			3,554
Equity:
Class B - authorized 120,000,000 shares; issued and outstanding: 5,952,318 shares at June 29, 2014 and 6,134,093 shares at December 29, 2013		56			57
Class A - authorized 170,000,000 shares; issued and outstanding: 44,940,108 shares at June 29, 2014 and 44,669,851 shares at December 29, 2013		449			447
Additional paid-in capital		257,723			256,734
Accumulated other comprehensive loss		(39,080	)		(39,654	)
Retained earnings		55,113			32,503
TOTAL EQUITY		274,261			250,087
TOTAL LIABILITIES AND EQUITY	$	572,158		$	596,018

See accompanying notes to unaudited condensed consolidated financial statements.

2

JOURNAL COMMUNICATIONS, INC.

Unaudited Condensed Consolidated Statements of Operations

 (in thousands, except per share amounts)

	Second Quarter Ended						Two Quarters Ended
	June 29, 2014			June 30, 2013			June 29, 2014			June 30, 2013
Revenue:
Television	$	46,947		$	41,617		$	92,916		$	82,428
Radio		20,179			19,854			35,405			35,720
Publishing		37,636			38,398			73,236			74,978
Corporate eliminations		(63	)		(91	)		(246	)		(145	)
Total revenue		104,699			99,778			201,311			192,981
Operating costs and expenses:
Television		21,875			20,990			45,087			42,015
Radio		8,070			8,216			14,277			14,594
Publishing		24,241			25,249			48,898			50,302
Corporate eliminations		(63	)		(88	)		(246	)		(142	)
Total operating costs and expenses		54,123			54,367			108,016			106,769
Selling and administrative expenses		33,132			32,435			63,882			64,907
Total operating costs and expenses and selling and administrative expenses		87,255			86,802			171,898			171,676
Operating earnings		17,444			12,976			29,413			21,305
Other income and (expense):
Interest expense		(1,594	)		(1,907	)		(3,220	)		(4,040	)
Other		-			(188	)		-			(188	)
Net total other income and (expense)		(1,594	)		(2,095	)		(3,220	)		(4,228	)
Earnings from continuing operations before income taxes		15,850			10,881			26,193			17,077
Provision for income taxes		5,406			4,387			9,583			6,890
Earnings from continuing operations		10,444			6,494			16,610			10,187
Earnings from discontinued operations, net of ($15), $29, $4,093 and $55applicable income tax provision, respectively		(21	)		107			6,000			207
Net earnings	$	10,423		$	6,601		$	22,610		$	10,394
Earnings per share:
Basic - Class A and B common stock:
Continuing operations	$	0.21		$	0.13		$	0.33		$	0.21
Discontinued operations		-			-			0.12			-
Net earnings per share - basic	$	0.21		$	0.13		$	0.45		$	0.21
Diluted - Class A and B common stock:
Continuing operations	$	0.21		$	0.13		$	0.33		$	0.21
Discontinued operations		-			-			0.12			-
Net earnings per share - diluted	$	0.21		$	0.13		$	0.45		$	0.21

See accompanying notes to unaudited condensed consolidated financial statements.

3

JOURNAL COMMUNICATIONS, INC.

Unaudited Condensed Consolidated Statements of Comprehensive Income

 (in thousands)

	Second Quarter Ended				Two Quarters Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
Net earnings	$	10,423	$	6,601	$	22,610	$	10,394
Other comprehensive income, net of tax:
Change in pension and postretirement liabilities, net of tax of $184, $249, $372, and $497, respectively		289		390		574		781
Comprehensive income	$	10,712	$	6,991	$	23,184	$	11,175

See accompanying notes to unaudited condensed consolidated financial statements.

4

JOURNAL COMMUNICATIONS, INC.

Unaudited Condensed Consolidated Statement of Equity

For the Two Quarters Ended June 29, 2014

(in thousands, except per share amounts)

	Common Stock					Additional Paid-in			Accumulated Other Comprehensive			Retained
	Class B			Class A		Capital			Loss			Earnings		Total
Balance at December 29, 2013	$	57		$	447	$	256,734		$	(39,654	)	$	32,503	$	250,087
Net earnings													12,187		12,187
Comprehensive income, net of tax										285					285
Issuance of shares:
Conversion of class B to class A		(1	)		1										-
Stock grants		2					7								9
Employee stock purchase plan							150								150
Shares withheld from employees for tax withholding		(1	)				(589	)							(590	)
Stock-based compensation							548								548
Income tax benefits from vesting of restricted stock							227								227
Balance at March 30, 2014	$	57		$	448	$	257,077		$	(39,369	)	$	44,690	$	262,903
Net earnings													10,423		10,423
Comprehensive income, net of tax										289					289
Issuance of shares:
Conversion of class B to class A		(1	)		1										-
Stock grants							315								315
Shares withheld from employees for tax withholding							(4	)							(4	)
Stock-based compensation							333								333
Income tax benefits from vesting of restricted stock							2								2
Balance at June 29, 2014	$	56		$	449	$	257,723		$	(39,080	)	$	55,113	$	274,261

See accompanying notes to unaudited condensed consolidated financial statements.

5

JOURNAL COMMUNICATIONS, INC.

Unaudited Condensed Consolidated Statement of Equity

For the Two Quarters Ended June 30, 2013

(in thousands, except per share amounts)

	Common Stock					Additional Paid-in			Accumulated Other Comprehensive			Retained
	Class B			Class A		Capital			Loss			Earnings		Total
Balance at December 30, 2012	$	63		$	438	$	254,437		$	(55,739	)	$	6,302	$	205,501
Net earnings													3,793		3,793
Comprehensive income, net of tax										391					391
Issuance of shares:
Conversion of class B to class A		(3	)		2										(1	)
Stock grants		2					16								18
Employee stock purchase plan							144								144
Shares withheld from employees for tax withholding							(371	)							(371	)
Stock-based compensation							553								553
Income tax benefits from vesting of restricted stock							57								57
Other							533								533
Balance at March 31, 2013	$	62		$	440	$	255,369		$	(55,348	)	$	10,095	$	210,618
Net earnings													6,601		6,601
Comprehensive income, net of tax										390					390
Issuance of shares:
Conversion of class B to class A		(3	)		3										-
Stock grants		1					334								335
Shares withheld from employees for tax withholding							(11	)							(11	)
Stock-based compensation							372								372
Income tax benefits from vesting of restricted stock							3								3
Balance at June 30, 2013	$	60		$	443	$	256,067		$	(54,958	)	$	16,696	$	218,308

See accompanying notes to unaudited condensed consolidated financial statements.

6

JOURNAL COMMUNICATIONS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	Two Quarters Ended
	June 29, 2014			June 30, 2013
Cash flow from operating activities:
Net earnings	$	22,610		$	10,394
Less earnings from discontinued operations		6,000			207
Earnings from continuing operations		16,610			10,187
Adjustments for non-cash items:
Depreciation		9,608			9,923
Amortization		1,413			1,432
Provision for doubtful accounts		198			132
Deferred income taxes		3,952			5,359
Non-cash stock-based compensation		1,221			1,292
Net (gain) loss from disposal of assets		(95	)		(27	)
Impairment of long-lived assets		-			238
Net changes in operating assets and liabilities, excluding effect of sales and acquisitions:
Receivables		2,765			2,962
Inventories		363			245
Accounts payable		1,074			(3,686	)
Other assets and liabilities		533			(3,668	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		37,642			24,389
Cash flow from investing activities:
Capital expenditures for property and equipment		(4,005	)		(5,529	)
Proceeds from sales of assets		131			28
Acquisition of business		-			(5,655	)
NET CASH USED FOR INVESTING ACTIVITIES		(3,874	)		(11,156	)
Cash flow from financing activities:
Proceeds from long-term notes payable to banks		113,130			96,565
Payments on long-term notes payable to banks		(163,705	)		(111,210	)
Principal payments under capital lease obligations		(39	)		(31	)
Proceeds from issuance of common stock, net		135			129
Income tax benefits from vesting of restricted stock		229			65
NET CASH USED FOR FINANCING ACTIVITIES		(50,250	)		(14,482	)
Cash flow from discontinued operations:
Net operating activities		(248	)		768
Net investing activities		16,574			(51	)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS		16,326			717
NET DECREASE IN CASH AND CASH EQUIVALENTS		(156	)		(532	)
Cash and cash equivalents:
Beginning of year		1,912			2,429
At June 29, 2014 and June 30, 2013	$	1,756		$	1,897

See accompanying notes to unaudited condensed consolidated financial statements.

7

JOURNAL COMMUNICATIONS, INC.

Notes to Unaudited Condensed Consolidated Statements

(in thousands, except per share amounts)

1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by Journal Communications, Inc. and its wholly owned subsidiaries in accordance with U.S. generally accepted accounting principles and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect normal and recurring adjustments, which we believe to be necessary for a fair presentation.  As permitted by these regulations, these statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for annual financial statements.  However, we believe that the disclosures are adequate to make the information presented not misleading.  The condensed consolidated balance sheet at December 29, 2013 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  The operating results for the second quarter and two quarters ended June 29, 2014 are not necessarily indicative of the operating results that may be expected for the fiscal year ending December 28, 2014.  You should read these unaudited condensed consolidated financial statements in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 29, 2013.

2 ACCOUNTING PERIODS

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 13 weeks and ending on a Sunday, provided that once every six years, the fourth quarterly reporting period will be 14 weeks.

3 NEW ACCOUNTING STANDARDS

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-08 (ASU 2014-08) “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.”  ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.  It is effective for annual periods beginning on or after December 15, 2014.  Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-12 (ASU 2014-12) amending the requirement that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

8

4 EARNINGS PER SHARE

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period.  Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average number of common shares outstanding is increased to include the number of additional shares outstanding that would have been outstanding if the potentially dilutive common shares had been issued.

The following table sets forth the computation of basic and diluted earnings per share as of June 29, 2014 and June 30, 2013 for class A and B common stock:

	Second Quarter Ended			Second Quarter Ended		Two Quarters Ended		Two Quarters Ended
	June 29, 2014			June 30, 2013		June 29, 2014		June 30, 2013
Earnings from continuing operations	$	10,444		$	6,494	$	16,610	$	10,187
Earnings from discontinued operations, net of tax		(21	)		107		6,000		207
Net earnings	$	10,423		$	6,601	$	22,610	$	10,394
Weighted average shares outstanding - Class A and B:
Basic		50,532			50,247		50,478		50,188
Impact of non-vested restricted shares and performance-based restricted stock units		159			216		179		249
Adjusted weighted average shares outstanding - Class A and B		50,691			50,463		50,657		50,437
Earnings per share:
Basic - Class A and B common stock:
Continuing operations	$	0.21		$	0.13	$	0.33	$	0.21
Discontinued operations		-			-		0.12		-
Net earnings per share - basic	$	0.21		$	0.13	$	0.45	$	0.21
Diluted - Class A and B common stock:
Continuing operations	$	0.21		$	0.13	$	0.33	$	0.21
Discontinued operations		-			-		0.12		-
Net earnings per share - diluted	$	0.21		$	0.13	$	0.45	$	0.21

For the second quarter  and two quarters of 2014, 344 non-vested restricted class B common shares and 132 performance-based restricted stock units are not included in the computation of diluted earnings per share because they are anti-dilutive.

5 VARIABLE INTEREST ENTITY

In March 2014, Journal Broadcast Group entered into agreements with Spartan-TV, L.L.C. ("Spartan"), which is the licensee of television station WHTV in Lansing, Michigan.  Under a joint sales agreement, we sell the advertising time on WHTV and provide sales-related services.  We also provide Spartan with studio and office space to use in the operation of WHTV pursuant to a separate agreement. Spartan maintains complete responsibility for and control over the programming, finances, personnel and operations of WHTV.  We will continue to provide services to WHTV under these agreements until the termination of such agreements.  The initial term of these agreements is three years, unless terminated earlier in accordance with their terms.  In addition, we have an option to purchase the assets and assume the liabilities of WHTV under certain circumstances in the future.  As a result of rule changes recently announced by the FCC relating to joint sales agreements, these agreements will need to be modified or terminated prior to the end of their initial term unless a waiver can be obtained from the FCC.

We have determined that we have a variable interest in WHTV.  We have evaluated our arrangements with Spartan and determined that we are not the primary beneficiary of the variable interests because we do not have the ultimate power to direct the activities that most significantly impact the economic performance of the station, including the establishment of advertising rates, programming and editorial policies.  Therefore, we have not consolidated WHTV under the authoritative guidance related to the consolidation of variable interest entities.

9

6 INVENTORIES

Inventories are stated at the lower of cost (first in, first out method) or market.  Inventories as of June 29, 2014 and December 29, 2013 consisted of the following:

	June 29, 2014			December 29, 2013
Paper and supplies	$	1,891		$	2,224
Work in process		29			59
Less obsolescence reserve		(92	)		(92	)
Inventories, net	$	1,828		$	2,191

7 RECEIVABLES

Our non-interest bearing accounts receivable arise primarily from the sale of advertising, commercial printing, commercial distribution and the retransmission of our television programs by Multichannel Video Programming Distributors (MVPDs).  We record accounts receivable at original invoice amounts.  The accounts receivable balance is reduced by an estimated 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, 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 and/or sales 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 June 29, 2014 and December 29, 2013 was $2,284 and $1,688, respectively.

In partial consideration for the sale of certain publishing assets of Journal Community Publishing Group, Inc. in December 2012, we received a $772 promissory note bearing interest at 3% and repayable over three years.  At the time of the sale, we recorded a $738 receivable representing the estimated fair value of the note discounted at 6.25%.  These fair value measurements fall within Level 2 of the fair value hierarchy.  The notes receivable balance at June 29, 2014 and December 29, 2013 was $384 and $524, respectively.

Interest income and the unamortized discount on our notes receivable are recorded using the effective interest method.

8 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.  During the first quarter of 2013, we recorded a property impairment charge of $238 at our radio segment, representing the excess of indicated fair value over the carrying value of a building held for sale.  Fair value was determined pursuant to an offer to purchase the property.  This fair value measurement is considered a level 3 measurement under the fair value hierarchy.  The charges were reported in selling and administrative expenses in the consolidated statement of operations.

9 GOODWILL 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 customer lists over a period of five to 15 years, non-compete agreements and franchise agreement fees over the terms of the contracts and trade names over a period of 25 years.  Management determined there were no significant adverse changes in the value of these assets as of June 29, 2014.

Amortization expense was $704 and $1,413 for the second quarter and two quarters ended June 29, 2014, respectively, and $716 and $1,432 for the second quarter and two quarters ended June 30, 2013, respectively.  Estimated amortization expense for our next five fiscal years is $2,818 for 2014, $2,809 for both 2015 and 2016, and $2,784 for both 2017 and 2018.

10

The gross carrying amount, accumulated amortization and net carrying amount of the major classes of definite-lived intangible assets as of June 29, 2014 and December 29, 2013 are as follows:

	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
June 29, 2014
Network affiliation agreements	$	66,078	$	(11,226	)	$	54,852
Customer lists		4,149		(3,721	)		428
Other		2,726		(1,656	)		1,070
Total	$	72,953	$	(16,603	)	$	56,350
December 29, 2013
Network affiliation agreements	$	66,078	$	(9,905	)	$	56,173
Customer lists		4,149		(3,661	)		488
Other		2,726		(1,624	)		1,102
Total	$	72,953	$	(15,190	)	$	57,763

Indefinite-lived Intangibles

Television and radio 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 television and radio broadcast licenses to continue indefinitely.  The net carrying amount of our television and radio broadcast licenses was $73,904 and $61,262, respectively for both as of  June 29, 2014 and December 29, 2013.

The costs incurred to renew or extend the term of our broadcast licenses and certain customer relationships are expensed as incurred.

Goodwill

In the first quarter of 2014, we made an organizational change to our leadership team in our broadcasting segment reflecting focus on our two primary businesses:  television and radio.  We reallocated goodwill to our television and radio segments based upon the relative fair value of each reporting unit as of December 29, 2013.  We considered this change a triggering event and have determined there was no impairment of goodwill in the first quarter of 2014.

Goodwill recorded at our television, radio and publishing reporting units was $88,759, $33,009 and $2,934, respectively, as of December 29, 2013.  Television goodwill was reduced by $2,715 during the first quarter of 2014, related to the sale of stations KMIR-TV and KPSE-TV in Palm Springs, California.  As of June 29, 2014, we have $86,044 of goodwill recorded at our television reporting unit, $33,009 of goodwill recorded at our radio reporting unit, and $2,934 of goodwill recorded at our publishing reporting unit.  The valuation methodology used to estimate the fair value of our reporting units for purposes of testing goodwill for impairment requires inputs and assumptions (i.e., market growth, operating cash flow margins and discount rates) that reflect current market conditions as well as management judgment.  These assumptions may change due to changes in market conditions and such changes may result in an impairment of our goodwill.

We determined that the fair value of television, radio and publishing segments was significantly in excess of the respective carrying value and that there was no impairment of goodwill in the second quarter of 2014.

10 DISCONTINUED OPERATIONS

On October 4, 2013, our television business agreed to the sale of stations KMIR-TV and KPSE-TV in Palm Springs, California to OTA Broadcasting, LLC, an affiliate of Virginia based OTA Broadcasting, LLC, for $17,000 in cash and certain other contingent considerations.  The transaction closed effective January 1, 2014.  We recorded a pre-tax book gain of $10,177 in the first quarter of 2014.

The following table summarized KMIR-TV and KPSE-TV's revenue and earnings before income taxes as reported in the earnings (loss) from discontinued operations, net of applicable income taxes in the consolidated statements of operations for all periods presented:

	Second Quarter Ended							Two Quarters Ended
	June 29, 2014				June 30, 2013			June 29, 2014			June 30, 2013
Revenue		$	-			$	1,433		$	48		$	2,925
Earnings (loss) before income taxes		$	(36	)		$	136		$	10,063		$	263

11

There were no assets or liabilities reported as discontinued operations at June 29, 2014.  KMIR-TV and KPSE-TV's current assets and current liabilities reported as discontinued operations in the consolidated balance sheet at December 29, 2013 consisted of the following:

Assets:
Cash and cash equivalents	$	1
Receivables, net		1,149
Prepaid expenses and other current assets		11
Program and barter rights		620
Deferred income taxes		713
Property and equipment, net		1,852
Network affiliations, net		1,935
Income tax receivable		767
Total assets	$	7,048
Liabilities:
Accounts payable	$	37
Accrued compensation		133
Deferred revenue		57
Syndicated programs		640
Other current liabilities		18
Total liabilities	$	885

11 WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS

During the second quarter and two quarters of 2014, we recorded a pre-tax charge of $557 and $613, respectively, for workforce reduction costs in our radio and publishing operations.  Of the costs recorded in the second quarter of 2014,  $2 is included in television operating costs and expenses, $1 is included in television selling and administrative expenses, $380 is included in publishing operating costs and expenses, and $174 is included in publishing selling and administrative expenses.  Of the costs recorded in the two quarters of 2014, $11 is included in radio operating costs and expenses, $2 is included in television operating costs and expenses, $1 is included in television selling and administrative expenses, $380 is included in publishing operating costs and expenses, and $219 is included in publishing selling and administrative expenses. We expect payments of all such costs to be completed by the second quarter of 2015. 

Activity associated with the workforce reduction and business improvements during the two quarters of 2014 is as follows:

	Balance as of December 29, 2013		Charge for Separation Benefits		Payments for SeparationBenefits			Balance as of June 29, 2014
Television	$	43	$	3	$	(46	)	$	-
Radio		-		11		(11	)		-
Publishing		330		599		(294	)		635
Total	$	373	$	613	$	(351	)	$	635

12

12 INCOME TAXES

We file tax returns in the United States federal jurisdiction, as well as in approximately 14 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 2010 through 2012 tax returns are open for federal purposes, and our 2009 through 2012 tax returns remain open for state tax purposes, unless the statute of limitations has been previously extended.  Currently, we are under audit in Illinois for our 2006 and 2007 tax returns.

As of June 29, 2014, our liability for unrecognized tax benefits was $727, which, if recognized, would have an impact on our effective tax rate.  We recognize interest income/expense and penalties related to unrecognized tax benefits in our provision for income taxes.  As of June 29, 2014, we had $256 accrued for interest expense and penalties.  During the second quarter of 2014, we recognized $6 in net tax expense and related interest.

As of June 29, 2014, it is reasonably possible for $983 of unrecognized tax benefits and related interest to be recognized within the next 12 months due to either settlements with taxing authorities or expiration of statutes of limitations. During 2014 we settled two state tax refund cases and recorded refunds totaling $1,411.

13 GUARANTEES

We provided a guarantee to the landlord of our former New England publishing business, which was sold in 2007, with respect to tenant liabilities and obligations associated with a lease which expires in December 2016.  As of June 29, 2014, our potential obligation pursuant to the guarantee was $459, plus costs of collection, attorney fees and other charges incurred if the tenant defaults.  As part of the sales transaction, we received a guarantee from the parent entity of the buyer of our New England business that the buyer will satisfy all the liabilities and obligations of the assigned lease.  In the event that the buyer fails to satisfy its liabilities and obligations and the landlord invokes our guarantee, we have a right to indemnification from the buyer's parent entity.

14 EMPLOYEE BENEFIT PLANS

The components of our net periodic benefit costs for our defined benefit and non-qualified pension plans and our postretirement health benefit plan are as follows:

	Pension Benefits								Pension Benefits
	Second Quarter Ended								Two Quarters Ended
	June 29, 2014				June 30, 2013				June 29, 2014				June 30, 2013
Interest cost		$	1,898			$	1,753			$	3,797			$	3,506
Expected return on plan assets			(1,755	)			(1,831	)			(3,511	)			(3,662	)
Amortization of:
Unrecognized prior service cost			(2	)			(2	)			(5	)			(5	)
Unrecognized net loss			530				696				1,061				1,393
Net periodic benefit cost included in total operating costs and expenses and selling and administrative expenses		$	671			$	616			$	1,342			$	1,232

We have generally funded our defined benefit pension plan at the minimum amount required by the Pension Protection Act of 2006.  During the first half of 2014, we contributed $197 to our non-qualified pension plan and did not contribute to our qualified pension plan.  Based on the current projections and after giving effect to our election under the recently enacted Moving Ahead for Progress in the 21st Century Act (MAP-21) pension legislation, we do not expect to contribute to our qualified defined benefit pension plan in 2014.  We expect to contribute a total of $491 to our unfunded, non-qualified pension plan in 2014.

	Other Postretirement Benefits								Other Postretirement Benefits
	Second Quarter Ended								Two Quarters Ended
	June 29, 2014				June 30, 2013				June 29, 2014				June 30, 2013
Service cost		$	14			$	14			$	28		$	28
Interest cost			109				95				218			190
Amortization of:
Unrecognized prior service cost			(55	)			(55	)			(110	)		(110	)
Net periodic benefit cost included in total operating costs and expenses and selling and administrative expenses		$	68			$	54			$	136		$	108

13

15 NOTES PAYABLE

Long-term Notes Payable to Banks

On December 5, 2012, we entered into an amended and restated credit agreement for a secured term loan facility and a secured revolving credit facility with initial aggregate commitments of $350,000, including the term loan commitment of $150,000 and the revolving credit facility commitment of $200,000, both of which mature on December 5, 2017.  The secured term loan facility amortizes at 10% per annum payable quarterly with the balance due at maturity.  As of June 29, 2014, the outstanding principal amount of revolving loans drawn under the credit agreement was $13,125, and the outstanding principal amount of term loans drawn under the credit agreement was $131,250.  Amounts under the secured revolving credit facility may be borrowed, repaid and reborrowed by us from time to time until the maturity date of the revolving loan facility.  Voluntary prepayments and commitment reductions are permitted at any time without fee upon proper notice and subject to a minimum dollar requirement.  Voluntary prepayments of the secured term loan facility represent a permanent reduction in credit available.  At our option, the commitments under the credit agreement may be increased from time to time by an aggregate amount not to exceed $100,000.  The increase option is subject to the satisfaction of certain conditions, including, without limitation, the identification of lenders (which may include existing lenders or new lenders) willing to provide the additional commitments.

Our borrowings under the senior secured credit facility incur interest at either (a) LIBOR plus a margin that ranges from 150.0 basis points to 250.0 basis points, depending on our net debt ratio, or (b) (i) the base rate, which equals the highest of the prime rate set by U.S. Bank National Association, the Federal Funds Rate plus 50.0 basis points or one-month LIBOR plus 100.0 basis points, plus (ii) a margin that ranges from 50.0 basis points to 150.0 basis points, depending on our net debt ratio.  As of June 29, 2014, the pricing spread above LIBOR was 200.0 basis points.

Our obligations under the credit agreement are currently guaranteed by certain of our subsidiaries.  Subject to certain exceptions, the credit agreement is secured by liens on certain of our assets 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 the payment of dividends.  The senior secured credit facilities contain the following financial covenants which remain constant over the term of the agreement:

● A consolidated funded debt ratio of not greater than 3.75-to-1, as of the end of each fiscal quarter, as determined for the four fiscal quarters then ended.  This ratio compares, as of the date of determination, our consolidated funded debt on such date to consolidated EBITDA, defined in the credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals, non-cash charges and certain other adjustments.

● A minimum interest coverage ratio of not less than 3-to-1, as of the end of each fiscal quarter, as determined for the four fiscal quarters then ended.  This ratio compares, for any period, our consolidated EBITDA, defined in the credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals, non-cash charges and certain other adjustments.

As of June 29, 2014 and December 29, 2013, we had borrowings of $144,375 and $194,950, respectively, under our credit facilities at an effective blended interest rate of 2.23% and 2.23%, respectively.  Remaining unamortized fees in connection with the credit facilities of $3,307, which are included in other assets, are being amortized over the term of the senior secured credit facilities using the straight-line method, which is not materially different than the result utilizing the effective interest method.

We estimate the fair value of our senior secured credit facilities at June 29, 2014 to be $140,663, based on discounted cash flows using an interest rate of 3.08%.  We estimated the fair value of our senior secured credit facility at December 29, 2013 to be $187,469, based on discounted cash flows using an interest rate of 3.36%.  Interest rates utilized are estimated based on observed market rates of interest for debt with similar maturities and seniority.  These fair value measurements fall within Level 2 of the fair value hierarchy.

Scheduled remaining minimum principal repayments of the senior secured term loan facility as of June 29, 2014 are $7,500 in 2014, $15,000 in 2015, $15,000 in 2016, and $93,750 in 2017.

Unsecured Subordinated Notes Payable

On August 13, 2012, the Company repurchased all 3,264 outstanding shares of our class C common stock, including all rights associated with such shares of class C common stock, in exchange for $6,246 in cash and the issuance of 15 unsecured subordinated promissory notes with an aggregate principal amount of $25,599 and bearing interest at a rate of 7.25% per annum.  The cash payment equaled the amount of the minimum unpaid and undeclared dividend on the class C common stock through August 12, 2012.

14

Seven of the subordinated notes, with an aggregate principal amount of approximately $9,664 were repaid through 2013.  On September 30, 2013, we paid the first annual installment on the remaining eight subordinated notes. As of June 29, 2014, the remaining aggregate principal amount of these eight subordinated notes is approximately $13,279. The remaining subordinated notes are payable in equal annual installments on September 30 of each of 2014, 2015, 2016, 2017 and 2018, with no prepayment right.  Interest on the notes is payable quarterly.

We estimate the fair value of the subordinated notes at June 29, 2014 to be $13,600, based on discounted cash flows using an interest rate of 6.88%.  We estimated the fair value of the subordinated notes at December 29, 2013 to be $13,515, based on discounted cash flows using an interest rate of 7.19%.  Interest rates utilized are estimated based on observed market rates of interest for debt with similar maturities and seniority.  These fair value measurements fall within Level 2 of the fair value hierarchy.  As of June 29, 2014, $13,279 of the subordinated notes remains outstanding.

16 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 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 June 29, 2014, there were 2,034 shares available for issuance under the 2007 Plan.

During the second quarter and two quarters ended June 29, 2014 we recognized $652 and $1,221 in stock-based compensation expense.  Total income tax benefit recognized related to stock-based compensation for the second quarter  and two quarters ended June 29, 2014 was $223 and $458.  During the second quarter and two quarters ended June 30, 2013, we recognized $722 and $1,292 in stock-based compensation expense.  The total income tax benefit recognized related to stock-based compensation for the second quarter and two quarters ended June 30, 2013 was $289 and $517.  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 June 29, 2014, total unrecognized compensation cost related to stock-based compensation awards was $2,348, net of estimated forfeitures, which we expect to recognize over a weighted average period of 1.3 years.  Stock-based compensation expense is reported in selling and administrative expenses in our condensed consolidated statements of operations.

Stock Grants

The compensation committee of our board of directors has granted class B common stock to employees and non-employee directors under 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 may 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 the second quarter of 2014 is:

	Shares			WeightedAverageGrant DateFair Value
Non-vested at December 29, 2013		435		$	5.58
Granted		158			9.10
Vested		(230	)		6.23
Forfeited		(19	)		6.52
Non-vested at June 29, 2014		344		$	7.06

15

Our non-vested restricted stock grants vest from one to four years from the grant date.  The total grant date fair value of shares vesting during the two quarters of 2014 was $1,432.  There was an aggregate of 225 unrestricted and non-vested restricted stock grants issued to our non-employee directors (53 shares) and employees (172 shares) in the two quarters of 2013 at a weighted average fair value of $6.39 per share, of which 55 of the non-vested restricted shares have since vested.

Performance Units

In the first quarters of 2012, 2013 and 2014, the compensation committee of our board of directors approved the grant of performance-based restricted stock units (performance units) under our 2007 Plan, which represent the right to earn shares of class B common stock based on continued employment and the achievement of specified targets for adjusted cumulative EBITDA over specified fiscal year performance periods.  We value performance unit awards at the closing market price of our class A common stock on the grant date.

A summary of stock grant activity during the two quarters of 2014 is:

	Shares		WeightedAverageGrant DateFair Value
Non-vested at December 29, 2013		151	$	5.95
Granted		48		9.47
Vested		-		-
Forfeited		-		-
Non-vested at June 29, 2014		199	$	6.80

Stock Appreciation Rights

A stock appreciation right, or SAR, is an award granted under our 2007 Plan and 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 the second quarter of 2014 is:

	SARS		WeightedAverageExercise Price		WeightedAverageContractual TermRemaining (years)
Outstanding and exercisable at December 29, 2013		742	$	13.30		3.9
Granted		-
Exercised		-
Forfeited		-
Expired		-
Outstanding and exercisable at June 29, 2014		742	$	13.30		2.9

All SARs have vested.  The aggregate intrinsic value of the SARS outstanding and exercisable at the end of the second quarter of 2014 is $31.

16

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 shares of our class B common stock are authorized for sale under this plan.  There were 16 class B common shares sold to employees under this plan in the two quarters of 2014 at a weighted average fair value of $8.38.  As of June 29, 2014, there are 2,146 shares available for sale under the plan.

17 RELATED PARTY TRANSACTIONS

On August 13, 2012, we repurchased all 3,264 outstanding shares of our class C common stock, all of which were held by Matex Inc., members of the family of our former chairman Harry J. Grant, trusts for the benefit of members of the family, and Proteus Fund, Inc., a non-profit organization.  Pursuant to the terms of the agreement, we paid $6,246 in cash and issued 15 unsecured subordinated promissory notes with an aggregate principal amount of $25,599. The notes bear interest at a rate of 7.25% per annum and interest is payable quarterly. Seven of the subordinated notes, with an aggregate principal amount of approximately $9,664 were repaid in 2012.  On September 30, 2013, we paid the first annual installment on the remaining eight subordinated notes.  As of June 29, 2014, the remaining aggregate principal amount of these eight subordinated notes is approximately $13,279.  The remaining subordinated notes are payable in equal annual installments on September 30 of each of 2014, 2015, 2016, 2017 and 2018, with no prepayment right.  Interest on the notes is payable quarterly.  One of the remaining subordinated notes, with an original principal amount of $7,617, was issued to the Judith Abert Meissner Marital Trust, a beneficial owner of more than 5.0% of the issued and outstanding shares of our class B common stock.  David G. Meissner, a former member of the Board, who did not stand for reelection to the Board of Directors at the 2013 Annual Meeting of Shareholders, is a beneficiary and trustee of this trust.  An additional three of the remaining subordinated notes, with an original aggregate principal amount of $752, were originally issued to trusts for the benefit of Mr. Meissner's children in which Mr. Meissner serves or previously served as trustee.  The cash used for the repurchase and delivered to the Judith Abert Meissner Marital Trust and the trusts for the benefit of Mr. Meissner's children in which Mr. Meissner serves or previously served as trustee was $2,042.

18 ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component, net of tax, for the two quarters of 2014 and 2013 are as follows:

	Defined Benefit Pension and Postretirement Plans			Total
Balance as of December 29, 2013	$	(39,654	)	$	(39,654	)
Amounts reclassified from accumulated other comprehensive loss		285			285
Balance as of March 30, 2014	$	(39,369	)	$	(39,369	)
Amounts reclassified from accumulated other comprehensive loss		289			289
Balance as of June 29, 2014	$	(39,080	)	$	(39,080	)

	Defined Benefit Pension and Postretirement Plans			Total
Balance as of December 30, 2012	$	(55,739	)	$	(55,739	)
Amounts reclassified from accumulated other comprehensive loss		391			391
Balance as of March 31, 2013	$	(55,348	)	$	(55,348	)
Amounts reclassified from accumulated other comprehensive loss		390			390
Balance as of June 30, 2013	$	(54,958	)	$	(54,958	)

17

The reclassification of accumulated other comprehensive loss for the second quarter of 2014 and 2013 is as follows:

	Amount Reclassified from Accumulated Other Comprehensive Loss
	Second Quarter Ended
	June 29, 2014				June 30, 2013
Amortization of defined benefit pension and postretirement plan items:
Prior service cost and unrecognized loss (1)		$	(473	)		$	(639	)
Income tax expense			184				249
Total reclassifications for the period		$	(289	)		$	(390	)

(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost.  See Note 14 “Employee Benefit Plans” for more information.  Of the costs for the second quarter ended June 29, 2014, $47 is included in television operating costs and expenses, $21 is included in radio operating costs and expenses, $212 is included in publishing operating costs and expenses, and $193 is included in selling and administrative expenses.  Of the costs for the second quarter ended June 30, 2013, $65 is included in television operating costs and expenses, $43 is included in radio operating costs and expenses, $288 is included in publishing operating costs and expenses, and $243 is included in selling and administrative expenses.

The reclassification of accumulated other comprehensive loss for the two quarters of 2014 and 2013 is as follows:

	Amount Reclassified from Accumulated Other Comprehensive Loss
	Two Quarters Ended
	June 29, 2014				June 30, 2013
Amortization of defined benefit pension and postretirement plan items:
Prior service cost and unrecognized loss (1)		$	(946	)		$	(1,278	)
Income tax expense			372				497
Total reclassifications for the period		$	(574	)		$	(781	)

(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost.  See Note 14 “Employee Benefit Plans” for more information.  Of the costs for the two quarters ended June 29, 2014, $99 is included in television operating costs and expenses, $45 is included in radio operating costs and expenses, $423 is included in publishing operating costs and expenses, and $379 is included in selling and administrative expenses.  Of the costs for the two quarters ended June 30, 2013, $130 is included in television operating costs and expenses, $86 is included in radio operating costs and expenses, $588 is included in publishing operating costs and expenses, and $474 is included in selling and administrative expenses.

19 SEGMENT REPORTING

Effective January 22, 2014, we made an organizational change to our leadership team in our broadcasting segment reflecting focus on our two primary businesses:  television and radio.  As a result of this organizational change, we now have four reportable segments: television, radio, publishing and corporate.  Prior periods have been updated to reflect our new segment structure.

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) television; (ii) radio; (iii) publishing; and (iv) corporate.  Our television segment consists of 14 television stations in 8 states that we own or provide services to. Our radio segment consists of 35 radio stations in 8 states.  Our publishing segment consists of the Milwaukee Journal Sentinel, which serves as the only major daily newspaper for the Milwaukee metropolitan area, and a number of community publications, primarily in southeastern Wisconsin.  Our corporate segment consists of unallocated corporate expenses and revenue eliminations.

18

The following tables summarize revenue, operating earnings (loss), depreciation and amortization, and capital expenditures for the second quarter and two quarters ended June 29, 2014 and June 30, 2013 and identifiable total assets as of June 29, 2014 and December 29, 2013:

	Second Quarter Ended						Two Quarters Ended
	June 29, 2014			June 30, 2013			June 29, 2014			June 30, 2013
Revenue
Television	$	46,947		$	41,617		$	92,916		$	82,428
Radio		20,179			19,854			35,405			35,720
Publishing		37,636			38,398			73,236			74,978
Corporate eliminations		(63	)		(91	)		(246	)		(145	)
	$	104,699		$	99,778		$	201,311		$	192,981
Operating earnings (loss)
Television	$	12,725		$	8,373		$	23,903		$	15,345
Radio		4,055			3,818			6,188			6,240
Publishing		2,632			3,065			3,229			3,938
Corporate		(1,968	)		(2,280	)		(3,907	)		(4,218	)
	$	17,444		$	12,976		$	29,413		$	21,305
Depreciation and amortization
Television	$	3,187		$	3,186		$	6,439		$	6,422
Radio		502			554			974			1,103
Publishing		1,640			1,738			3,372			3,485
Corporate		118			173			236			345
	$	5,447		$	5,651		$	11,021		$	11,355
Capital expenditures
Television	$	1,926		$	1,574		$	2,750		$	3,203
Radio		562			255			769			361
Publishing		406			1,185			480			1,933
Corporate		6			30			6			32
	$	2,900		$	3,044		$	4,005		$	5,529

	June 29, 2014		December 29, 2013
Identifiable total assets
Television	$	344,524	$	356,032
Radio		110,952		111,473
Publishing		91,110		96,991
Corporate & discontinued operations		25,572		31,522
	$	572,158	$	596,018

20 SUBSEQUENT EVENTS

On July 30, 2014, we entered into an agreement with The E.W. Scripps Company (“Scripps”) to merge our broadcast operations and spin-off and then merge our newspaper businesses, creating two separately traded public companies. The merged broadcast and digital media company, based in Cincinnati, Ohio, will retain the Scripps name.  The newspaper company will be called Journal Media Group and will combine Scripps’ daily newspapers, community publications and related digital products in 13 markets with Journal Communications’ Milwaukee Journal Sentinel, Wisconsin community publications and affiliated digital products. The company will be headquartered in Milwaukee, Wisconsin.

In connection with the transactions, each share of our then outstanding class A and class B common stock will receive 0.5176 Scripps class A common shares and 0.1950 shares of Journal Media Group common stock, and each Scripps class A common share and common voting share then outstanding will receive 0.2500 shares of Journal Media Group common stock.  Immediately following consummation of the transactions, holders of our common stock will own approximately 41.00% of the common shares of Journal Media Group and approximately 31.00% of the common shares of Scripps, in the form of Scripps class A common shares.   Scripps shareholders will retain approximately 69.00% ownership in Scripps, with the Scripps family retaining its controlling interest in  Scripps  through its ownership of common voting shares.  Scripps shareholders will own approximately 59.00% of the common shares of Journal Media Group. Journal Media Group will have one class of stock and no controlling shareholder.

Costs related to this transaction were $315 in the second quarter of 2014.

The boards of directors of both companies have approved the transactions, which are subject to customary regulatory and shareholder approvals. The deal is expected to close in 2015.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements for the second quarter ended June 29, 2014, including the notes thereto, and our Annual Report on Form 10-K for the year ended December 29, 2013.

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

Forward-Looking Statements

We make certain statements in this Quarterly Report on Form 10-Q (including the information that we incorporate by reference herein) that are "forward-looking statements" within the meaning of 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 Quarterly Report on Form 10-Q to identify forward-looking statements.  These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control.  These risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied by those forward-looking statements.  Among such risks, uncertainties and other factors that may impact us are the following as well as those contained in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 29, 2013, as may be amended or supplemented in Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q (including this report):

● the possibility that the proposed spin and merger transactions with The E.W. Scripps Company (“Scripps”) do not close (including, but not limited to, due to the failure to satisfy the closing conditions),disruptionfrom the proposed transactions making it more difficult to maintain our business and operational relationships, and the risk that unexpected costs will be incurred during this process;

● changes in network affiliation agreements, including increased costs;

● the availability of quality broadcast programming at competitive prices;

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

● changes in video programming distribution channels, including new Internet and mobile programming competitors;

● 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;

● 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);

● effects of the loss of commercial inventory resulting from uninterrupted television news coverage and potential advertising cancellations due to war, terrorist acts, or other significant events;

● changes in advertising demand or the buying strategies of advertisers or the migration of advertising to digital platforms;

● changes in newsprint prices and other costs of materials;

● changes in legislation or customs relating to the collection, management and aggregation and use of customer information through telemarketing and electronic communication efforts;

● 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 or statutory tax rates;

● the outcome of pending or future litigation;

● energy costs;

● the availability and effect of investments, dispositions and other capital expenditures on our results of operations, financial conditions 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 Quarterly Report on Form 10-Q and which we undertake no duty to update.

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Overview

Our business segments are consistent with the organizational structure used by management for making operating and investment decisions and for assessing performance.  Our reportable business segments are: (i) television; (ii) radio; (iii) publishing; and (iv) corporate.  Our television segment consists of 14 television stations in 8 states that we own or provide services to.  Our radio segment, operating in 8 states, consists of 35 radio stations.  Results from our digital media assets are included in our television and publishing segments.  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 publications, primarily in southeastern Wisconsin, as well as print facilities in West Milwaukee and Waupaca, Wisconsin.  Our corporate segment consists of unallocated corporate expenses and revenue eliminations.

Revenue in the television and radio industries is derived primarily from the sale of advertising time to local, national, and political and issue advertisers, retransmission fees and, to a lesser extent, from barter, digital revenue and other revenue.  Our television and radio stations are attracting new local advertisers through the creation of new local content, digital products, and programs that combine television or radio with digital.  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.  Our television and radio businesses are also 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 typically benefit from political and issue advertising.  As the demand for advertising increases on the limited available inventory, we have the opportunity to increase average unit rates we charge our customers.  Even-numbered years also benefit from Olympics related advertising on our two NBC affiliates.  The expected increased ratings during the Olympics time period provide us the opportunity to sell advertising at premium rates.  Therefore, a decline in revenue during the odd-numbered years is typical and expected.

We earn television revenues from retransmission consent agreements with MVPDs in our markets.  The MVPDs are cable operators and satellite carriers who pay us to offer our programming to their customers. The revenue we receive is typically based on the number of subscribers the MVPD has in our local market.  When we have renewed retransmission consent agreements, they have generally been at higher rates.  Revenue levels in our television and radio business will continue to be affected by increased competition for audiences.  In addition, recent consolidations within the television industry signal the importance of scale to the negotiation of both retransmission revenue with MVPDs and network agreements.

In recent years, newspaper industry fundamentals have declined as a result of the 2009 recession and secular industry changes.  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 volume declines and online competition have also negatively impacted newspaper industry revenues.  We do not expect that revenues at our publishing business will return to revenue levels reported in 2013 or prior years given the secular changes affecting the newspaper industry.

On July 30, 2014, we entered into an agreement with The E.W. Scripps Company (“Scripps”) to merge our broadcast operations and spin-off and then merge our newspaper businesses, creating two separately traded public companies. The merged broadcast and digital media company, based in Cincinnati, Ohio, will retain the Scripps name.  The newspaper company will be called Journal Media Group and will combine Scripps’ daily newspapers, community publications and related digital products in 13 markets with Journal Communications’ Milwaukee Journal Sentinel, Wisconsin community publications and affiliated digital products. The company will be headquartered in Milwaukee, Wisconsin.

In connection with the transactions, each share of our then outstanding class A and class B common stock will receive 0.5176 Scripps class A common shares and 0.1950 shares of Journal Media Group common stock, and each Scripps class A common share and common voting share then outstanding will receive 0.2500 shares of Journal Media Group common stock.  Immediately following consummation of the transactions, holders of our common stock will own approximately 41.00% of the common shares of Journal Media Group and approximately 31.00% of the common shares of Scripps, in the form of Scripps class A common shares.   Scripps shareholders will retain approximately 69.00% ownership in Scripps, with the Scripps family retaining its controlling interest in  Scripps  through its ownership of common voting shares.  Scripps shareholders will own approximately 59.00% of the common shares of Journal Media Group. Journal Media Group will have one class of stock and no controlling shareholder.

The boards of directors of both companies have approved the transactions, which are subject to customary regulatory and shareholder approvals. The deal is expected to close in 2015.

Results of Operations

Second Quarter Ended June 29, 2014 compared to the Second Quarter Ended June 30, 2013

Our consolidated revenue in the second quarter of 2014 was $104.7 million, an increase of $4.9 million, or 4.9%, compared to $99.8 million in the second quarter of 2013.  Our consolidated operating costs and expenses in the second quarter of 2014 were $54.1 million, a decrease of $0.3 million, or 0.4%, compared to $54.4 million in the second quarter of 2013.  Our consolidated selling and administrative expenses in the second quarter of 2014 were $33.2 million, an increase of $0.8 million, or 2.1%, compared to $32.4 million in the second quarter of 2013.

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The following table presents our total revenue by segment, total operating costs and expenses, selling and administrative expenses and total operating earnings as a percent of total revenue for the second quarter of 2014 and the second quarter of 2013:

				Percent of						Percent of
				Total						Total
	2014			Revenue			2013			Revenue
	(dollars in millions)
Revenue:
Television	$	47.0			44.9	%	$	41.6			41.7	%
Radio		20.2			19.3			19.9			19.9
Publishing		37.6			35.9			38.4			38.5
Corporate eliminations		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Total revenue		104.7			100.0			99.8			100.0
Total operating costs and expenses		54.1			51.6			54.4			54.5
Selling and administrative expense		33.2			31.6			32.4			32.5
Total operating costs and expenses and selling and
administrative expenses		87.3			83.2			86.8			87.0
Total operating earnings	$	17.4			16.8	%	$	13.0			13.0	%

Revenue from our television business increased $5.4 million in the second quarter of 2014 compared to the second quarter of 2013. The increase was primarily due to $4.4 million in retransmission revenue and $1.3 million of political and issue revenue, partially offset by a decrease in local revenue of $0.2 million and a decrease in national revenue of $0.1 million.  Total expenses from our television business increased 2.9% in the second quarter of 2014 compared to the second quarter of 2013, primarily due to increases in network fees.  Operating earnings from our television business increased $4.3 million in the second quarter of 2014 compared to the second quarter of 2013, primarily due to increased retransmission and political and issue advertising revenue.

Revenue from our radio business increased $0.3 million in the second quarter of 2014 compared to the second quarter of 2013. The increase was due primarily to increases in local advertising revenue. Total expenses from our radio business increased 0.5% in the second quarter of 2014 compared to the second quarter of 2013 primarily due to increases in programming rights fees. Operating earnings from our radio business increased $0.3 million in the second quarter of 2014 compared to the second quarter of 2013, primarily due to increased local and political and issue advertising revenue.

In the second quarter of 2014, our publishing advertising and circulation revenue were down due to volume declines.  Total advertising revenue was $20.3 million in the second quarter of 2014 and $20.9 million in the second quarter of 2013. Retail advertising revenue decreased $0.3 million in the second quarter of 2014 compared to the second quarter of 2013, primarily due to a decrease in advertising from a large advertiser.  Classified advertising revenue decreased in the second quarter of 2014 by $0.2 million compared to the second quarter of 2013.  The declines were in the real estate, rentals and employment categories.  Publishing digital advertising revenue of $3.5 million increased 5.1%, primarily due to increases in digital retail sponsorships and other revenue, partially offset by declines in classified digital employment revenue.  National advertising revenue decreased $0.1 million in the second quarter of 2014 due to declines in preprint revenue.  Circulation revenue at our daily newspaper decreased $0.4 million in the second quarter of 2014 compared to the second quarter of 2013 primarily due to a decline in circulation volume.  Commercial distribution revenue increased $0.1 million in the second quarter of 2014 compared to the second quarter of 2013 due to increases in distribution volume. Commercial print revenue was essentially flat compared to the second quarter of 2013.  Total expenses at our publishing businesses decreased $0.3 million in the second quarter of 2014 compared to the second quarter of 2013, primarily due to expense savings from materials, delivery expenses, and other cost saving efforts.  Operating earnings at our publishing business decreased $0.5 million in the second quarter of 2014 compared to the second quarter of 2013 mainly due to decreased circulation and retail advertising revenue.

The decrease in total operating costs and expenses for the company in the second quarter of 2014 compared to the second quarter of 2013 was primarily due to employee-related costs. The increase in selling and administrative expenses was primarily due to an increase in employee-related costs.

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Our consolidated operating earnings were $17.4 million in the second quarter of 2014, an increase of $4.4 million, or 34.4%, compared to $13.0 million in the second quarter of 2013.  The following table presents our operating earnings by segment for the second quarter of 2014 and the second quarter of 2013:

	2014			2013
	(dollars in millions)
Television	$	12.7		$	8.4
Radio		4.1			3.8
Publishing		2.6			3.1
Corporate		(2.0	)		(2.3	)
Total operating earnings	$	17.4		$	13.0

The increase in total operating earnings was primarily due to the increase in retransmission revenue at our television business.

EBITDA in the second quarter of 2014 was $22.9 million, an increase of $4.3 million, or 22.9%, compared to $18.6 million in the second quarter of 2013.  We define EBITDA as net earnings excluding earnings from discontinued operations, net, provision for income taxes, total other expense, net (which is 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 the second quarter of 2014 and the second quarter of 2013:

	2014		2013
	(dollars in millions)
Net earnings from continuing operations (1)	$	10.4	$	6.5
Provision for income taxes		5.4		4.4
Total other expense, net		1.6		2.1
Depreciation		4.8		4.9
Amortization		0.7		0.7
EBITDA	$	22.9	$	18.6

(1) Included in net earnings for the second quarter of 2014 are workforce reduction charges of $0.6 million and transaction related costs of $0.3 million.  Included in net earnings for the second quarter of 2013 are pre-tax charges for transaction and integration related costs of $0.8 million and workforce reduction charges of $0.7 million.

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

Television

Revenue from television in the second quarter of 2014 was $47.0 million, an increase of $5.4 million, or 12.8%, compared to $41.6 million in the second quarter of 2013.  Operating earnings from television in the second quarter of 2014 were $12.7 million, an increase of $4.3 million, or 52.0%, compared to $8.4 million in the second quarter of 2013.

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The following table presents our television revenue and operating earnings for the second quarter of 2014 and the second quarter of 2013:

	Second Quarter				Percent
	2014		2013		Change Total
	(dollars in millions)
Revenue	$	47.0	$	41.6		12.8	%
Operating earnings	$	12.7	$	8.4		52.0	%

Revenue increased in all nine of our television markets.  On a consolidated basis, political and issue advertising revenue increased $1.3 million, or 520.0%, retransmission revenue increased $4.4 million, or 80.7%, each compared to the second quarter of 2013. The increase in retransmission revenue was due to rate increases resulting from negotiated contracts with MVPDs. Partially offsetting these revenue increases were decreases in national advertising revenue of $0.2 million, or 0.7%, and local revenue of $0.1 million, or 2.0%, each compared to the second quarter of 2013. Television advertising revenue and rates in even-numbered years typically benefit from political and issue and Olympics advertising.  In those years, as the demand for advertising increases on the limited available inventory, we have the opportunity to increase the average unit rates we charge our customers.

Our television stations experienced advertising revenue increases in a number of categories, specifically the political and issue, communications and automotive categories, partially offset by decreases in the media, building & hardware and other professional services categories.  On a consolidated basis, automotive advertising revenue represented 19.4% of total television revenue in the second quarter of 2014 compared to 20.9% in the second quarter of 2013.  Automotive advertising revenue was $9.1 million in the second quarter of 2014, an increase of $0.1 million, or 5.1%, compared to $9.0 million in the second quarter of 2013.  Our television stations are working to grow their local customer base by creating new local content, digital products and programs that combine television with digital platforms.  On a consolidated basis, digital revenue was $1.1 million in the second quarter of 2014, an increase of 24.9%, compared to $0.9 million in the second quarter of 2013.  Digital revenue is reported in local advertising revenue.

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The increase in operating earnings was primarily due to a $4.4 million increase in retransmission revenue and political and issue advertising revenue.  Total television expenses in the second quarter of 2014 increased $1.0 million, or 2.9%, compared to the second quarter of 2013, primarily due to increased network fees and employee-related expenses.

Radio

Revenue from radio in the second quarter of 2014 was $20.2 million, an increase of $0.3 million, or 1.6%, compared to $19.9 million in the second quarter of 2013.  Operating earnings from radio in the second quarter of 2014 were $4.1 million, an increase of $0.3 million, or 6.2%, compared to $3.8 million in the second quarter of 2013.

The following table presents our radio revenue and operating earnings for the second quarter of 2014 and the second quarter of 2013:

	Second Quarter				Percent
	2014		2013		Change Total
	(dollars in millions)
Revenue	$	20.2	$	19.9		1.6	%
Operating earnings	$	4.1	$	3.8		6.2	%

Revenue decreased in five of our eight radio markets.  On a consolidated basis, local advertising revenue increased $0.4 million, or 2.3% compared to the second quarter of 2013.  Partially offsetting this revenue increase was a decrease in national revenue of $0.1 million, or 6.3% compared to the second quarter of 2013.

Our radio stations experienced advertising revenue increases in a number of categories, specifically in the home products, supermarkets and other professional services categories, partially offset by decreases in the pharmaceuticals and restaurants categories.  On a consolidated basis, automotive advertising represented 15.5% of total radio revenue in the second quarter of 2014 compared to 15.8% in the second quarter of 2013.  Automotive advertising revenue was $3.1 million in both the second quarter of 2014 and the second quarter of 2013.  Our radio stations are working to grow their local customer base by creating new local content, digital products and programs that combine radio with digital platforms.  Digital revenue grew 14.1% and was $0.8 million in the second quarter of 2014 and $0.7 million in the second quarter of 2013.  Digital revenue is reported in local advertising revenue.

The increase in operating earnings was primarily due to the increase in local advertising revenue.  Total radio expenses in the second quarter of 2014 increased $0.1 million, or 0.5%, compared to the second quarter of 2013, primarily due to increases in programming rights fees.

Publishing

Revenue from publishing in the second quarter of 2014 was $37.6 million, a decrease of $0.8 million, or 2.0%, compared to $38.4 million in the second quarter of 2013.  Operating earnings from publishing were $2.6 million in the second quarter of 2014, a decrease of $0.5 million, or 14.1%, compared to $3.1 million in the second quarter of 2013.

The following table presents our publishing revenue by category and operating earnings for the second quarter of 2014 and the second quarter of 2013:

	Second Quarter
					Percent Change
	2014		2013		Total
Advertising revenue:
Retail	$	16.1	$	16.4		(1.8	)%
Classified		3.6		3.8		(6.5	)
National		0.6		0.7		(15.7	)
Total advertising revenue		20.3		20.9		(3.1	)
Circulation revenue		11.8		12.2		(2.6	)
Other revenue		5.5		5.3		3.9
Total revenue	$	37.6	$	38.4		(2.0	)%
Operating earnings	$	2.6	$	3.1		(14.1	)%

Retail advertising revenue in the second quarter of 2014 was $16.1 million, a decrease of $0.3 million, or 1.8% compared to $16.4 million in the second quarter of 2013, primarily due to the retail advertising revenue decreases at our daily newspaper.

As a result of the ongoing secular trend of classified advertising transitioning to the internet and the current economic environment, our publishing businesses experienced a decrease in ROP classified advertising revenue in the second quarter of 2014 compared to the second quarter of 2013.  Classified advertising revenue in the second quarter of 2014 was $3.6 million, a decrease of $0.2 million, or 6.5%, compared to $3.8 million in the second quarter of 2013, primarily due to real estate and employment advertising decreases.

Total retail and classified digital advertising revenue at our daily newspaper was $3.4 million in the second quarter of 2014 and $3.3 million in the second quarter of 2013.  Digital retail advertising revenue increased 6.9% compared to the second quarter of 2013, primarily due to increases in retail sponsorships and other digital revenue.  Digital classified advertising revenue decreased 7.0% compared to the second quarter of 2013 due to a decrease in employment related advertising.  Digital advertising revenue is reported in the retail and classified advertising revenue categories.

National advertising revenue was $0.6 million in the second quarter of 2014, a decrease of $0.1 million, or 15.7%, compared to $0.7 million in the second quarter of 2013.  The decrease was primarily due to a decrease in preprint revenue.

Circulation revenue accounted for 31.6% of total publishing revenue in the second quarter of 2014 compared to 31.8% in the second quarter of 2013.  Circulation revenue was $11.8 million in the second quarter of 2014, a decrease of $0.4 million, or 2.6%, compared to $12.2 million in the second quarter of 2013.

Other revenue, which consists of revenue from commercial printing, commercial distribution and promotional revenue, accounted for 14.7% of publishing revenue in the second quarter of 2014 compared to 13.8% in the second quarter of 2013.  Other revenue was $5.5 million in the second quarter of 2014, an increase of $0.2 million, or 3.9%, compared to $5.3 million in the second quarter of 2013.

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Publishing operating earnings in the second quarter of 2014 were $2.6 million, a decrease of $0.5 million, or 14.1%, compared to $3.1 million in the second quarter of 2013.  The decrease in operating earnings was primarily due to decreased circulation and retail revenue.  Total expenses decreased $0.3 million the second quarter of 2014 as compared to the second quarter of 2013, primarily due to expense savings in materials and delivery expenses.  Total newsprint and paper costs for our publishing business was $3.7 million in the second quarter of 2014 compared to $3.9 million in the second quarter of 2013.  There was a 4.0% decrease in newsprint and paper consumption and a 0.6% decrease in average newsprint and paper pricing per metric ton.

Corporate

The corporate segment reflects the unallocated costs of our corporate executive management, expenses related to corporate governance and revenue eliminations. Revenue and expense eliminations were $0.1 million in both the second quarter of 2014 and the second quarter of 2013. The unallocated expenses were $2.0 million in the second quarter of 2014 and $2.3 million in the second quarter of 2013.

Other Income and Expense and Income Taxes

Interest expense was $1.6 million in the second quarter of 2014 compared to $1.9 million in the second quarter of 2013.  The decrease in interest expense was due to a decrease in borrowings.  Amortization of deferred financing costs, which is reported in interest expense, was $0.3 million in the second quarter of 2014 and $0.2 million in the second quarter of 2013.

Our effective tax rate was 34.1% in the second quarter of 2014 compared to 40.3% in the second quarter of 2013.  The lower 2014 effective tax rate was driven by the successful settlement of state tax refund claims totaling $1.4 million, or $0.9 million after federal taxes.

Discontinued Operations

Effective January 1, 2014, we closed on sale of stations KMIR-TV and KPSE-TV in Palm Springs, California to OTA Broadcasting, LLC, an affiliate of Virginia based OTA Broadcasting, LLC, for $17.0 million in cash and certain other contingent considerations.  We recorded a pre-tax book gain of $10.2 million in the first quarter of 2014.

Earnings from discontinued operations, net of income tax expense, were $0.1 million in the second quarter of 2013 due to the after tax gain on the sale.  The loss and income tax expense from discontinued operations in the second quarter of 2014 was minimal.

Net Earnings

Our net earnings in the second quarter of 2014 were $10.4 million, an increase of $3.8 million, or 57.9%, compared to $6.6 million in the second quarter of 2013.  The increase was due to higher operating earnings for the reasons described above.

Earnings per Share for Class A and B Common Stock

Basic and diluted net earnings per share of class A and B common stock were both $0.21 in the second quarter of 2014 for continuing operations. In the second quarter of 2013, basic and diluted net earnings per share of class A and B common stock were both $0.13 for continuing operations. There were no basic and diluted earnings per share of class A and B common stock from discontinued operations in either the second quarter of 2014 or the second quarter of 2013.

Two Quarters Ended June 29, 2014 compared to the Two Quarters Ended June 30, 2013

Our consolidated revenue in the two quarters of 2014 was $201.3 million, an increase of $8.3 million, or 4.3%, compared to $193.0 million in the two quarters of 2013.  Our consolidated operating costs and expenses in the two quarters of 2014 were $108.1 million, an increase of $1.3 million, or 1.2%, compared to $106.8 million in the two quarters of 2013.  Our consolidated selling and administrative expenses in the two quarters of 2014 were $63.8 million, a decrease of $1.1 million, or 1.6%, compared to $64.9 million in the two quarters of 2013.

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The following table presents our total revenue by segment, total operating costs and expenses, selling and administrative expenses and total operating earnings as a percent of total revenue for the two quarters of 2014 and the two quarters of 2013:

				Percent of						Percent of
				Total						Total
	2014			Revenue			2013			Revenue
	(dollars in millions)
Revenue:
Television	$	92.9		$	46.1	%	$	82.4			42.7	%
Radio		35.4			17.6			35.7			18.5
Publishing		73.2			36.4			75.0			38.9
Corporate eliminations		(0.2	)		(0.1	)		(0.1	)		(0.1	)
Total revenue		201.3			100.0			193.0			100.0
Total operating costs and expenses		108.1			53.7			106.8			55.3
Selling and administrative expense		63.8			31.7			64.9			33.7
Total operating costs and expenses and selling and
administrative expenses		171.9			85.4			171.7			89.0
Total operating earnings	$	29.4			14.6	%	$	21.3			11.0	%

Revenue from our television business increased $10.5 million in the two quarters of 2014 compared to the two quarters of 2013. The increase was due to $8.9 million in retransmission revenue, $2.6 million of Olympics revenue and $1.3 million of political and issue revenue, partially offset by a $0.9 million decrease in local revenue and a $1.4 million decrease in national revenue.  Total expenses from our television business increased 2.9% in the two quarters of 2014 compared to the two quarters of 2013, primarily due to increases in network fees.  Operating earnings from our television business increased $8.5 million in the two quarters of 2014 compared to the two quarters of 2013, primarily due to increased retransmission revenue and political and issue advertising revenue.

Revenue from our radio business decreased $0.3 million in the two quarters of 2014 compared to the two quarters of 2013. The decrease was due primarily to decreases in national advertising revenue. Total expenses from our radio business decreased 0.9% in the two quarters of 2014 compared to the two quarters of 2013 primarily due to decreases in third party commissions on national revenue and a building impairment charge of $0.2 million recorded in 2013. Operating earnings from our radio business remained flat in the two quarters of 2014 and the two quarters of 2013.

In the two quarters of 2014, our publishing revenue was down $1.8 million due to declines in advertising and circulation revenue.  Total advertising revenue was $38.0 million in the two quarters of 2014 and $38.7 million in the two quarters of 2013. Retail advertising revenue decreased $0.1 million in the two quarters of 2014 compared to the two quarters of 2013, primarily due to a decrease in advertising from a large advertiser.  Classified advertising revenue decreased in the two quarters of 2014 by $0.5 million compared to the two quarters of 2013.  The declines were in both the employment and real estate & rentals categories.  Publishing digital advertising revenue of $6.5 million increased 3.5%, primarily due to increases in digital retail sponsorships and other revenue, partially offset by declines in classified digital advertising revenue. National advertising revenue decreased $0.1 million in the two quarters of 2014 due to a decline in preprints.  Circulation revenue at our daily newspaper decreased $1.0 million in the two quarters of 2014 compared to the two quarters of 2013 primarily due to a decline in circulation volume. Commercial print and commercial distribution revenue were essentially flat compared to the two quarters of 2013.  Total expenses at our publishing businesses decreased $0.3 million in the two quarters of 2014 compared to the two quarters of 2013, primarily due to expense savings from materials, delivery expenses, and other cost saving efforts.  Operating earnings at our publishing business decreased $0.7 million in the two quarters of 2014 compared to the two quarters of 2013 mainly due to decreased circulation and classified advertising revenue.

The increase in total operating costs and expenses for the company in the two quarters of 2014 compared to the two quarters of 2013 was primarily due to increased network fees.  The decrease in selling and administrative expenses was primarily due to a decrease in employee-related costs.

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Our consolidated operating earnings were $29.4 million in the two quarters of 2014, an increase of $8.1 million, or 38.1%, compared to $21.3 million in the two quarters of 2013.  The following table presents our operating earnings by segment for the two quarters of 2014 and the two quarters of 2013:

	2014			2013
	(dollars in millions)
Television	$	23.9		$	15.4
Radio		6.2			6.2
Publishing		3.2			3.9
Corporate		(3.9	)		(4.2	)
Total operating earnings	$	29.4		$	21.3

The increase in total operating earnings was primarily due to the increase in retransmission and Olympics revenue at our television business.

EBITDA in the two quarters of 2014 was $40.4 million, an increase of $7.7 million, or 23.8%, compared to $32.7 million in the two quarters of 2013.

The following table presents a reconciliation of our consolidated net earnings to EBITDA for the two quarters of 2014 and the two quarters of 2013:

	2014		2013
	(dollars in millions)
Net earnings from continuing operations (1)	$	16.6	$	10.2
Provision for income taxes		9.6		6.9
Total other expense, net		3.2		4.2
Depreciation		9.6		10.0
Amortization		1.4		1.4
EBITDA	$	40.4	$	32.7

(1) Included in net earnings for the two quarters of 2014 are workforce reduction charges of $0.6 million and transaction related costs of $0.3 million.  Included in net earnings for the two quarters of 2013 are pre-tax charges for transaction and integration related costs of $1.6 million, workforce reduction charges of $0.7 million and long-lived asset impairment charges of $0.2 million.

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

Television

Revenue from television in the two quarters of 2014 was $92.9 million, an increase of $10.5 million, or 12.7%, compared to $82.4 million in the two quarters of 2013.  Operating earnings from television in the two quarters of 2014 were $23.9 million, an increase of $8.5 million, or 55.8%, compared to $15.4 million in the two quarters of 2013.

The following table presents our television revenue and operating earnings for the two quarters of 2014 and the two quarters of 2013:

	Two Quarters				Percent
	2014		2013		Change Total
	(dollars in millions)
Revenue	$	92.9	$	82.4		12.7	%
Operating earnings	$	23.9	$	15.3		55.8	%

28

Revenue increased in all nine of our television markets.  On a consolidated basis, retransmission revenue increased $8.9 million, or 83.1%, Olympics revenue was $2.6 million and political and issue revenue increased $1.3 million, or 199.5% compared to the two quarters of 2013. The increase in retransmission revenue was due to rate increases resulting from recently negotiated contracts with MVPDs. Partially offsetting these revenue increases were decreases in national advertising revenue of $1.4 million, or 7.9%, and local revenue of $0.9 million, or 1.8%, each compared to the two quarters of 2013. Television advertising revenue and rates in even-numbered years typically benefit from political and issue and Olympics advertising.  In those years, as the demand for advertising increases on the limited available inventory, we have the opportunity to increase the average unit rates we charge our customers.

Our television stations experienced advertising revenue increases in a number of categories, specifically the political, communications and financial categories, partially offset by decreases in the restaurants, media and other professional services categories.  On a consolidated basis, automotive advertising revenue represented 19.3% of total television revenue in the two quarters of 2014 compared to 20.9% in the two quarters of 2013.  Automotive advertising revenue was $17.9 million in the two quarters of 2014, an increase of $0.7 million, or 4.0%, compared to $17.2 million in the two quarters of 2013.  Our television stations are working to grow their local customer base by creating new local content, digital products and programs that combine television with digital platforms.  On a consolidated basis, digital revenue was $2.2 million in the two quarters of 2014, an increase of 21.5%, compared to $1.8 million in the two quarters of 2013.  Digital revenue is reported in local advertising revenue.

The increase in operating earnings was primarily due to a $8.9 million increase in retransmission revenue and $2.6 million in Olympics revenue.  Total television expenses in the two quarters of 2014 increased $1.9 million, or 2.9%, compared to the two quarters of 2013, primarily due to increased network fees.

Radio

Revenue from radio in the two quarters of 2014 was $35.4 million, a decrease of $0.3 million, or 0.9%, compared to $35.7 million in the two quarters of 2013.  Operating earnings from radio were $6.2 million in both the two quarters of 2014 and the two quarters of 2013.

The following table presents our radio revenue and operating earnings for the two quarters of 2014 and the two quarters of 2013:

	Two Quarters				Percent
	2014		2013		Change Total
	(dollars in millions)
Revenue	$	35.4	$	35.7		(0.9	)%
Operating earnings	$	6.2	$	6.2		(0.8	)%

Revenue increased in four of our eight radio markets.  On a consolidated basis, national advertising revenue decreased $0.4 million, or 11.5% compared to the two quarters of 2013.  Partially offsetting this revenue decrease was an increase in political and issue revenue of $0.1 million, or 28.4% compared to the two quarters of 2013.

Our radio stations experienced advertising revenue increases in a number of categories, specifically in the medical, home products and other professional services categories, partially offset by decreases in the financial, pharmaceuticals and restaurants categories.  On a consolidated basis, automotive advertising represented 15.3% of total radio revenue in the second quarter of 2014 compared to 15.4% in the two quarters of 2013.  Automotive advertising revenue was $5.4 million in the two quarters of 2014 and $5.5 million in the two quarters of 2013.  Our radio stations are working to grow their local customer base by creating new local content, digital products and programs that combine radio with digital platforms.  Digital revenue grew 11.1% and was $1.4 million in the two quarters of 2014 and $1.3 million in the two quarters of 2013.  Digital revenue is reported in local advertising revenue.

The decrease in operating earnings was primarily due to the decrease in local advertising revenue.  Total radio expenses in the two quarters of 2014 decreased $0.3 million, or 0.9%, compared to the two quarters of 2013, primarily due to a building impairment charge of $0.2 million recorded in 2013.

Publishing

Revenue from publishing in the two quarters of 2014 was $73.2 million, a decrease of $1.8 million, or 2.3%, compared to $75.0 million in the two quarters of 2013.  Operating earnings from publishing were $3.2 million in the two quarters of 2014, a decrease of $0.7 million, or 18.0%, compared to $3.9 million in the two quarters of 2013.

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The following table presents our publishing revenue by category and operating earnings for the two quarters of 2014 and the two quarters of 2013:

	Two Quarters
					Percent
					Change
	2014		2013		Total
	(dollars in millions)
Advertising revenue:
Retail	$	29.9	$	30.0		(0.4	)%
Classified		7.0		7.4		(5.5	)
National		1.1		1.3		(11.8	)
Total advertising revenue		38.0		38.7		(1.8	)
Circulation revenue		23.6		24.6		(4.2	)
Other revenue		11.6		11.7		(0.3	)
Total revenue	$	73.2	$	75.0		(2.3	)%
Operating earnings	$	3.2	$	3.9		(18.0	)%

Retail advertising revenue in the two quarters of 2014 was $29.9 million, a decrease of $0.1 million, or 0.4% compared to $30.0 million in the two quarters of 2013, primarily due to retail advertising revenue decreases at our daily newspaper.

As a result of the ongoing secular trend of classified advertising transitioning to the internet and the current economic environment, our publishing businesses experienced a decrease in ROP classified advertising revenue in the two quarters of 2014 compared to the two quarters of 2013.  Classified advertising revenue in the two quarters of 2014 was $7.0 million, a decrease of $0.4 million, or 5.5%, compared to $7.4 million in the two quarters of 2013, primarily due to declines in both the employment and real estate & rentals categories.

Total retail and classified digital advertising revenue at our daily newspaper was $6.4 million in the two quarters of 2014 and $6.2 million in the two quarters of 2013.  Digital retail advertising revenue increased 7.6% compared to the two quarters of 2013, primarily due to increases in retail sponsorships and other digital revenue.  Digital classified advertising revenue decreased 10.8% compared to the two quarters of 2013 due to a decrease in employment related advertising.  Digital advertising revenue is reported in the retail and classified advertising revenue categories.

National advertising revenue was $1.1 million in the two quarters of 2014, a decrease of $0.2 million, or 11.8%, compared to $1.3 million in the two quarters of 2013.  The decrease was primarily due to a decrease in preprint revenue.

Circulation revenue accounted for 32.1% of total publishing revenue in the two quarters of 2014 compared to 32.8% in the two quarters of 2013.  Circulation revenue was $23.6 million in the two quarters of 2014, a decrease of $1.0 million, or 4.2%, compared to $24.6 million in the two quarters of 2013.

Other revenue, which consists of revenue from commercial printing, commercial distribution and promotional revenue, accounted for 15.9% of publishing revenue in the two quarters of 2014 compared to 15.5% in the two quarters of 2013.  Other revenue was $11.6 million in the two quarters of 2014, a decrease of $0.1 million, or 0.3%, compared to $11.7 million in the two quarters of 2013.

Publishing operating earnings in the two quarters of 2014 were $3.2 million, a decrease of $0.7 million, or 18.0%, compared to $3.9 million in the two quarters of 2013.  The decrease in operating earnings was primarily due to decreased circulation and classified revenue.  Total expenses decreased $1.1 million the two quarters of 2014 as compared to the two quarters of 2013, primarily due to expense savings in materials and delivery expenses.  Total newsprint and paper costs for our publishing business was $7.3 million in the two quarters of 2014 compared to $7.7 million in the two quarters of 2013.  There was a 4.5% decrease in newsprint and paper consumption and a 1.2% decrease in average newsprint and paper pricing per metric ton.

Corporate

The corporate segment reflects the unallocated costs of our corporate executive management, expenses related to corporate governance and revenue eliminations. Revenue and expense eliminations were $0.2 million in the two quarters of 2014 compared to $0.1 million in the two quarters of 2013. The unallocated expenses were $3.9 million in the two quarters of 2014 and $4.2 million in the two quarters of 2013.

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Other Income and Expense and Income Taxes

Interest expense was $3.2 million in the two quarters of 2014 compared to $4.0 million in the two quarters of 2013.  The decrease in interest expense was due to a decrease in borrowings.  Amortization of deferred financing costs, which is reported in interest expense, was $0.5 million in both the two quarters of 2014 and the two quarters of 2013.

Our effective tax rate was 36.6% in the two quarters of 2014 compared to 40.3% in the two quarters of 2013.  The lower 2014 effective tax rate was driven by the successful settlement of state tax refund claims totaling $1.4 million, or $0.9 million after federal taxes.

Discontinued Operations

Effective January 1, 2014, we closed on sale of stations KMIR-TV and KPSE-TV in Palm Springs, California to OTA Broadcasting, LLC, an affiliate of Virginia based OTA Broadcasting, LLC, for $17.0 million in cash and certain other contingent considerations.  We recorded a pre-tax book gain of $10.2 million in the first quarter of 2014.

Earnings from discontinued operations, net of income tax expense, were $6.0 million in the two quarters of 2014 compared to $0.2 million in the two quarters of 2013 due to the after tax gain on the sale.  Income tax expense was $4.1 million in the two quarters of 2014 compared to $0.1 million in the two quarters of 2013.

Net Earnings

Our net earnings in the two quarters of 2014 were $22.6 million, an increase of $12.2 million, or 117.5%, compared to $10.4 million in the two quarters of 2013.  The increase was due to higher operating earnings for the reasons described above.

Earnings per Share for Class A and B Common Stock

Basic and diluted net earnings per share of class A and B common stock were $0.33 and $0.12 in the two quarters of 2014 for continuing operations and discontinued operations, respectively.  There were no basic and diluted earnings per share of class A and B common stock from discontinued operations in the two quarters of 2013.  In the two quarters of 2013, basic and diluted net earnings per share of class A and B common stock were both $0.21 for continuing operations.

Liquidity and Capital Resources

Our cash balance was $1.8 million as of June 29, 2014.  We believe our expected cash flows from operations and additional borrowings available under our senior secured credit facilities of $186.9 million as of June 29, 2014 will meet our current needs.  Through the second quarter of 2014, we reduced our notes payable to banks by $50.6 million.  We expect to use our operating cash flow to pay down our notes payable to banks, invest resources in our brands, employees, programming, products and capital projects while remaining in compliance with our debt covenants. Additionally, in connection with the transactions with Scripps, we expect to incur legal and professional fees associated with the transaction. Contingent upon the consummation of the transactions with Scripps and dependent upon the fair market value of the aggregate consideration received by our shareholders, we will incur an advisory fee of up to $7.0 million.

Long-term Notes Payable to Banks

We have senior secured credit facilities consisting of a secured term loan facility and a secured revolving credit facility.  Under these facilities, we had initial aggregate commitments of $350.0 million, including the term loan commitment of $150.0 million and the revolving credit facility commitment of $200.0 million, both of which mature on December 5, 2017.  The secured term loan facility amortizes at 10% per annum payable quarterly with the balance due at maturity.  As of June 29, 2014, the outstanding principal amount of revolving loans drawn under the credit agreement was $13.1 million, and the outstanding principal amount of term loans drawn under the credit agreement was $131.3 million.  Amounts under the secured revolving credit facility may be borrowed, repaid and reborrowed by us from time to time until the maturity date of the revolving loan facility.  Voluntary prepayments and commitment reductions are permitted at any time without fee upon proper notice and subject to a minimum dollar requirement.  Voluntary prepayments of the secured term loan facility represent a permanent reduction in credit available.  At our option, the commitments under the credit agreement may be increased from time to time by an aggregate amount not to exceed $100.0 million.  The increase option is subject to the satisfaction of certain conditions, including, without limitation, the identification of lenders (which may include existing lenders or new lenders) willing to provide the additional commitments.

Our borrowings under the secured credit facility incur interest at either (a) LIBOR plus a margin that ranges from 150.0 basis points to 250.0 basis points, depending on our net debt ratio, or (b) (i) the base rate, which equals the highest of the prime rate set by U.S. Bank National Association, the Federal Funds Rate plus 50.0 basis points or one-month LIBOR plus 100.0 basis points, plus (ii) a margin that ranges from 50.0 basis points to 150.0 basis points, depending on our net debt ratio.  As June 29, 2014, the pricing spread above LIBOR was 200.0 basis points.

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Our obligations under the senior secured credit agreement are currently guaranteed by certain of our subsidiaries.  Subject to certain exceptions, the senior secured credit agreement is secured by liens on certain of our assets 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 the payment of dividends.

As of June 29, 2014, we were in compliance with the financial covenants of the senior secured credit facilities.  The senior secured credit facilities contain the following financial covenants, which remain constant over the term of the agreement:

● A consolidated funded debt ratio of not greater than 3.75-to-1, as of the end of each fiscal quarter, as determined for the four fiscal quarters then ended.  This ratio compares, as of the date of determination, our consolidated funded debt on such date to consolidated EBITDA, defined in the credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals, non-cash charges and certain other adjustments.  As of June 29, 2014, our consolidated funded debt ratio was 1.86-to-1.

● A minimum interest coverage ratio of not less than 3-to-1, as of the end of each fiscal quarter, as determined for the four fiscal quarters then ended.  This ratio compares, for any period, our consolidated EBITDA, defined in the credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals, non-cash charges and certain other adjustments to consolidated interest expense.  As of June 29, 2014, our interest coverage ratio was 12.33-to-1.

As of June 29, 2014 and December 29, 2013, we had borrowings of $144.4 million and $195.0 million, respectively, under our senior secured credit facilities at a current effective blended interest rate of 2.23% and 2.23%, respectively.  Remaining unamortized fees in connection with the credit facilities of $3.3 million, which are included in other assets, are being amortized over the term of the senior secured credit facilities using the straight-line method.

We estimate the fair value of our senior secured credit facilities at June 29, 2014 to be $140.7 million, based on discounted cash flows using an interest rate of 3.08%.  We estimated the fair value of our secured credit facility at December 29, 2013 to be $187.5 million, based on discounted cash flows using an interest rate of 3.36%.  Interest rates utilized are estimated based on observed market rates of interest for debt with similar maturities and seniority.  These fair value measurements fall within Level 2 of the fair value hierarchy.

One or more of the lenders in our secured credit facility syndicate could be unable to fund future draws thereunder or take other positions adverse to us, including with regard to the exercise of the accordion feature.  In such an event, our liquidity could be constrained with an adverse impact on our ability to operate our businesses.

Unsecured Subordinated Notes Payable

We estimate the fair value of the unsecured subordinated notes at June 29, 2014 to be $13.6 million, based on discounted cash flows using an interest rate of 6.88%.  We estimated the fair value of the unsecured subordinated notes at December 29, 2013 to be $13.5 million, based on discounted cash flows using an interest rate of 7.19%.  Interest rates utilized are estimated based on observed market rates of interest for debt with similar maturities and seniority.  These fair value measurements fall within Level 2 of the fair value hierarchy.  As of June 29, 2014 and December 29, 2013, $13.3 million of the unsecured subordinated notes remain outstanding.

We have $1.8 million of standby letters of credit for business insurance purposes.

Workforce Reductions and Business Improvements

We expect that our liability for workforce reduction costsof $0.6 million as of June 29, 2014 will be paid by the second quarter of 2015.  The ongoing activity of our liability for workforce reduction costs during the second quarter of 2014 was as follows:

	Balance as of December 29, 2013		Charge for Separation Benefits		Payments for Separation Benefits			Balance as of June 29, 2014
	(dollars in millions)
Television	$	0.1	$	-	$	(0.1	)	$	-
Radio		-		-		-			-
Publishing		0.3		0.6		(0.3	)		0.6
Total	$	0.4	$	0.6	$	(0.4	)	$	0.6

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Dividends

In April 2009, our board of directors suspended dividends on our class A and class B shares. In connection with the transactions with Scripps, we are precluded from declaring or paying dividends unless it would not materially impair, impede or delay the transaction.

Share Repurchase Authorization

In July 2011, our board of directors authorized a share repurchase program of up to $45.0 million of our outstanding class A common stock and/or class B common stock until the end of fiscal 2013. In December 2013, our board of directors extended our share repurchase program until the end of fiscal 2015.  Under the program, shares may be repurchased from time to time in the open market and/or in private transactions and any repurchases will depend on market conditions, share price, trading volume, credit agreement covenants and other factors.  In the second quarter of 2014, we did not repurchase any shares of our class A common stock.  As of the end of the second quarter of 2014, $37.4 million worth of shares of our class A common stock and/or class B common stock remain available to be purchased under our July 2011 authorization. In connection with the transactions with Scripps, we are precluded from repurchasing any further shares unless it would not materially impair, impede or delay the transaction.

Cash Flow

Continuing Operations

In the two quarters of 2014, cash provided by operating activities was $37.6 million compared to $24.3 million in the two quarters of 2013.  The increase was primarily due to increased net earnings and increased cash provided by working capital.

Cash used for investing activities was $3.9 million in the two quarters of 2014 compared to $11.2 million in the two quarters of 2013.  Capital expenditures were $4.0 million in the two quarters of 2014 compared to $5.5 million in the two quarters of 2013.  Our capital expenditures in the two quarters of 2014 were primarily at our television and radio businesses for facility renovations.

Cash used for financing activities was $50.3 million in the two quarters of 2014 compared to $14.5 million in the two quarters of 2013.  Borrowings under our credit facility in the two quarters of 2014 were $113.1 million and we made payments of $163.7 million, reflecting a $50.6 million decrease in our notes payable to banks, compared to borrowings of $96.6 million and payments of $111.2 million in the two quarters of 2013, reflecting a $14.6 million decrease in our notes payable to banks.

Discontinued Operations

As of June 29, 2014 and June 30, 2013, there was $16.3 million and $0.7 million of cash provided by the Palm Springs discontinued operations, respectively.

New Accounting Standards

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-08 (ASU 2014-08) “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.”  ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.  It is effective for annual periods beginning on or after December 15, 2014.  Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-12 (ASU 2014-12) amending the requirement that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

Critical Accounting Policies

There are no material changes to the disclosures regarding critical accounting policies made in our Annual Report on Form 10-K for the year ended December 29, 2013.

33

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

There are no material changes to the disclosures regarding interest rate risk and foreign currency exchange risk made in our Annual Report on Form 10-K for the year ended December 29, 2013.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our Disclosure Committee, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC'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.

34

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There are no material changes to the disclosures regarding risk factors made in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 29, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our repurchases of our class A and class B common stock in the second quarter ended June 29, 2014:

Issuer Purchases of Equity Securities
	(a)			(b)		(c)		(d)
Period	Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of shares Purchased as Part of Publicly Announced Plans Or Programs		Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
March 31, 2014 to April 27, 2014		-			-		-		$	37,353,739
April  28, 2014 to May 25, 2014					-		-		$	37,353,739
May 26, 2014 to June 29, 2014		575	(2)		-		-		$	37,353,739

(1) In July 2011, our board of directors authorized a share repurchase program of up to $45.0 million of our outstanding class A common stock and/or class B common stock until the end of fiscal 2013. In December 2013, our board of directors extended the repurchase program through fiscal 2015.

(2) Represents 575 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

35

ITEM 6.EXHIBITS

(a) Exhibits

Exhibit No.	Description
(10.1)	Change in Control Agreement dated as of May 8, 2014 between Journal Communications, Inc. and Jason R. Graham.
(10.2)	Change in Control Agreement dated as of May 8, 2014 between Journal Communications, Inc. and Deborah F. Turner.
(10.3)	Change in Control Agreement dated as of May 8, 2014 between Journal Communications, Inc. and Steven H. Wexler.
(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 Jason R. Graham, Senior Vice President of Finance, 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 Jason R. Graham, Senior Vice President of Finance, 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.
(101)	The following materials from Journal Communications, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 29, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Balance Sheets at June 29, 2014 and December 29, 2013; (ii) the Unaudited Condensed Consolidated Statements of Operations for the Second Quarter and Two Quarters Ended June 29, 2014 and June 30, 2013; (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income for the Second Quarter and Two Quarters Ended June 29, 2014 and June 30, 2013; (iv) the Unaudited Condensed Consolidated Statement of Equity for the Two Quarters Ended June 29, 2014; (v) the Unaudited Condensed Consolidated Statement of Equity for the Two Quarters Ended June 30, 2013; (vi) the Unaudited Condensed Consolidated Statements of Cash Flows for the Two Quarters Ended June 29, 2014 and June 30, 2013; and (vii) Notes to the Unaudited Condensed Consolidated Financial Statements, filed herewith.

36

SIGNATURES

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

	JOURNAL COMMUNICATIONS, INC.
	Registrant
Date:  August 8, 2014	/s/ Steven J. Smith
	Steven J. Smith, Chairman and Chief Executive Officer
Date:  August 8, 2014	/s/ Jason R. Graham
	Jason R. Graham, Senior Vice President of Finance and
	Chief Financial Officer

37

JOURNAL COMMUNICATIONS, INC.

INDEX TO EXHIBITS

Exhibit No.	Description
(10.1)	Change in Control Agreement dated as of May 8, 2014 between Journal Communications, Inc. and Jason R. Graham.
(10.2)	Change in Control Agreement dated as of May 8, 2014 between Journal Communications, Inc. and Deborah F. Turner.
(10.3)	Change in Control Agreement dated as of May 8, 2014 between Journal Communications, Inc. and Steven H. Wexler.
(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 Jason R. Graham, Senior Vice President of Finance 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 Jason R. Graham, Senior Vice President of Finance, 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.
(101)	The following materials from Journal Communications, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 29, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Balance Sheets at June 29, 2014 and December 29, 2013; (ii) the Unaudited Condensed Consolidated Statements of Operations for the Second Quarter and Two Quarters Ended June 29, 2014 and June 30, 2013; (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income for the Second Quarter and Two Quarters Ended June 29, 2014 and June 30, 2013; (iv) the Unaudited Condensed Consolidated Statement of Equity for the Two Quarters Ended June 29, 2014; (v) the Unaudited Condensed Consolidated Statement of Equity for the Two Quarters Ended June 30, 2013; (vi) the Unaudited Condensed Consolidated Statements of Cash Flows for the Two Quarters Ended June 29, 2014 and June 30, 2013; and (vii) Notes to the Unaudited Condensed Consolidated Financial Statements, filed herewith.

38

EX-10.1

Exhibit 10.1

Execution Copy

_________________________________

CHANGE IN CONTROL AGREEMENT

BETWEEN

JASON R. GRAHAM

AND

JOURNAL COMMUNICATIONS, INC.

_________________________________________________________________

CHANGE IN CONTROL AGREEMENT

1.  Certain Definitions	1
2.  Change in Control	1
3.  Employment Period	3
4.  Terms of Employment	3
(a) Position and Duties	3
(b) Compensation	4
5.  Termination of Employment	5
(a) Death or Disability	5
(b) Cause	6
(c) Good Reason	6
6.  Obligations of the Company upon Termination	7
(a) Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability	7
(b) Death or Disability	9
(c) Cause; Other than Good Reason	9
(d) Expiration of Employment Period	9
7.  Non-exclusivity of Rights	9
8.  Full Settlement; No Mitigation	10
9.  Costs of Enforcement	10
10.  Limitation of Benefits	10
11.  Restrictions on Conduct of Executive	11
12.  Arbitration	14
13.  Successors	15
14.  Miscellaneous	15
(a) Governing Law	15
(b) Captions	15
(c) Amendments	16
(d) Notices	16
(e) Severability	16
(f) Withholding	16
(g) Waivers	16
(h) Status Before and After Effective Date	16
15.  Code Section 409A	17

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CHANGE IN CONTROL AGREEMENT

AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”) and Jason R. Graham (“Executive”), dated as of the 8th day of May, 2014.

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company.  The Board believes it is imperative to diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of Executive will be satisfied and which are competitive with those of other corporations.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Certain Definitions.

(a)The “Effective Date” shall mean the first date during the Change in Control Period (as defined in Section l(b)) on which a Change in Control (as defined in Section 2) occurs.  Anything in this Agreement to the contrary notwithstanding, if Executive’s employment with the Company is terminated, and if it is reasonably demonstrated by Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.

(b)The “Change in Control Period” shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to Executive that the Change in Control Period shall not be so extended.

2.Change in Control  For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(a)individuals who, on the date of this Agreement, constitute the Board of Directors of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the date of this Agreement and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “Person” (such term for purposes of this definition being as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “1934 Act”) and as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(b)any Person becomes a “Beneficial Owner” (such term for purposes of this definition being as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (b), the following acquisitions shall not constitute a Change in Control: (v) an acquisition directly from the Company, (w) an acquisition by the Company or a subsidiary of the Company (a “Subsidiary”), (x) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (y) an acquisition by a Person who as of December 31, 2006 was a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (d) below); or

(c)any Person who as of December 31, 2006 was a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities becomes a Beneficial Owner, directly or indirectly, of 40% or more of the Company Voting Securities; provided, however, that for purposes of this subsection (c), an acquisition directly from the Company shall not constitute a Change in Control; or

(d)the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding shares of common stock of the Company (“Company Common Stock”) and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no Person (other than (w) any Person who as of December 31, 2006 is a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities, (x) the Company or any Subsidiary of the Company, (y) the Surviving Entity or its ultimate parent, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the beneficial owner, directly or indirectly, of 20% or more of the total common stock or 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

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(e)approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

3.Employment Period.  The Company hereby agrees to continue Executive in its employ, and Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the first anniversary of such date (the “Employment Period”).

4.Terms of Employment.

(a)Position and Duties.

(i)  During the Employment Period, (A) Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) Executive’s services shall be performed at the location where Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.

(ii)  During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive shall devote substantially all of his business time, attention and effort to the business and affairs of the Company and its affiliates and, to the extent necessary to discharge the responsibilities assigned to Executive under this Agreement, use Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for Executive to serve on corporate, industry, civic or charitable boards or committees, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Company and its affiliates in accordance with this Agreement.  It is expressly understood and agreed that to the extent that any such activities have been conducted by Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of Executive’s responsibilities to the Company.

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(b)Compensation.

(i)Base Salary.  During the Employment Period, Executive shall receive an annual base salary (“Annual Base Salary”) at a rate at least equal to the rate of base salary in effect on the date of this Agreement or, if greater, on the Effective Date, paid or payable (including any base salary which has been earned but deferred) to Executive by the Company and its affiliated companies.  The Annual Base Salary shall be payable in accordance with the Company’s regular payroll practice for its senior executives, as in effect from time to time.  During the Employment Period, the Annual Base Salary shall be reviewed for possible increase no more than 12 months after the last salary increase awarded to Executive prior to the Effective Date and thereafter at least annually.  Any increase in the Annual Base Salary shall not limit or reduce any other obligation of the Company under this Agreement.  The Annual Base Salary shall not be reduced after any such increase, and the term “Annual Base Salary” shall thereafter refer to the Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii)Annual Bonus.  In addition to Annual Base Salary, Executive shall be provided, for each fiscal year ending during the Employment Period, an annual bonus opportunity at least equal to Executive’s highest bonus opportunity under the Company’s Annual Management Incentive Plan, or any comparable bonus opportunity under any predecessor or successor plans, for the last full fiscal year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year).

(iii)Incentive, Savings and Retirement Plans.  Without limiting the foregoing, during the Employment Period, Executive shall be entitled to participate in all applicable incentive, savings and retirement plans, practices, policies and programs applicable generally to other senior executives of the Company and its affiliated companies (“Peer Executives”), but in no event shall such plans, practices, policies and programs provide Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to Executive, those provided generally at any time after the Effective Date to Peer Executives.

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(iv)Welfare Benefit Plans.  During the Employment Period, Executive and/or Executive’s eligible dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to Peer Executives, but in no event shall such plans, practices, policies and programs provide Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, those provided generally at any time after the Effective Date to Peer Executives.

(v)Expenses.  During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

(vi)Fringe Benefits and Perquisites.  During the Employment Period, Executive shall be entitled to fringe benefits and perquisites in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

(vii)Vacation.  During the Employment Period, Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

5.Termination of Employment.

(a)Death or Disability.  Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period.  If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment.  In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties.  For purposes of this Agreement, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six consecutive months.  At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company.  If Executive requests such independent certification of the Board’s determination and either (i) the Company does not seek such independent certification, or (ii) the two physicians do not certify the Board’s determination of Executive’s Disability, then, Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

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(b)Cause.  The Company may terminate Executive’s employment during the Employment Period for Cause or without Cause.  For purposes of this Agreement, a termination shall be considered to be for “Cause” if it occurs in conjunction with a determination by the Board that Executive has committed or engaged in either (i) any act that constitutes, on the part of Executive, fraud, dishonesty, breach of fiduciary duty, misappropriation, embezzlement or gross misfeasance of duty; (ii) willful disregard of published Company policies and procedures or codes of ethics; or (iii) conduct by Executive in his office with the Company that is grossly inappropriate and demonstrably likely to lead to material injury to the Company, as determined by the Board acting reasonably and in good faith; provided, that in the case of (ii) or (iii) above, such conduct shall not constitute “Cause” unless the Board shall have delivered to Executive notice setting forth with specificity (A) the conduct deemed to qualify as “Cause”, (B) reasonable action that would remedy such objection, and (C) a reasonable time (not less than 30 days) within which Executive may take such remedial action, and Executive shall not have taken such specified remedial action within the specified time.

(c)Good Reason.  Executive’s employment may be terminated by Executive for Good Reason or without Good Reason.  For purposes of this Agreement, “Good Reason” shall mean:

(i)the assignment to Executive of any duties inconsistent in any material respect with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company that results in a material diminution in Executive’s position, authority, duties or responsibilities, other than an isolated, insubstantial and inadvertent action that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from Executive;

(ii)any material breach by the Company of Section 4(b)(i) or (ii) of this Agreement, other than an isolated, insubstantial and inadvertent failure that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from Executive;

(iii)any failure by the Company to comply with and satisfy Section 13(c) of this Agreement; or

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(iv)any other material breach of this Agreement by the Company that either is not taken in good faith or is not remedied by the Company promptly after receipt of notice thereof from Executive.

A termination of employment by Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination within 90 days after the event constituting Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provisions of this Agreement on which Executive relies.  The Company shall have 30 days from the receipt of such notice within which to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive.  If such event has not been cured within such 30-day period, the termination of employment by Executive for Good Reason shall be effective as of the expiration of such 30-day period.  If the event of Good Reason is cured within such 30-day period, the Notice of Termination for Good Reason shall have no effect.  Any dispute as to whether a claimed event of Good Reason has been cured within the 30-day period shall be submitted to mediation by a third party selected by Executive and the Board.  If no mediated resolution is reach within 30-days after the end of the original 30-day cure period, the Notice of Termination for Good Reason shall have no effect.  The parties intend, believe and take the position that a resignation by the Executive for Good Reason as defined above effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and Treas. Reg. Sec.1.409A-1(n)(2).

6.Obligations of the Company upon Termination.

(a) Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability.  If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason:

(i)  the Company shall pay to Executive in a lump sum in cash within 30 days after the date of termination (or any later date required by Section 15) the aggregate of the following amounts:

A.Executive’s Annual Base Salary through the date of termination to the extent not theretofore paid (the “Accrued Obligations”); and

B.a severance payment equal to 100% times the sum of (i) Executive’s Annual Base Salary as then in effect, plus (ii) Executive’s target annual incentive bonus for the year in which the date of termination occurs; and

(ii)  the Company shall pay to Executive a pro-rata bonus for the annual incentive plan performance period (“Plan Year”) in which the date of termination occurs (the “Prorata Final Year Bonus”), the calculation and payment of which shall depend upon when the date of termination occurs, as follows:

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A.if the date of termination occurs during the same Plan Year in which the Change in Control occurs, the Prorata Final Year Bonus shall equal the product of (x) Executive’s target annual bonus for the year of termination, and (y) a fraction, the numerator of which is the number of days in the Plan Year through the date of termination, and the denominator of which is 365; and such Prorata Final Year Bonus shall be paid a single lump sum cash payment within 30 days after the date of termination (or any later date that may be required pursuant to Section 15 hereof);

B.if the date of termination occurs after the end of the Plan Year in which the Change in Control occurs, the Prorata Final Year Bonus shall equal product of (x) the amount Executive would have earned, if any, under the annual incentive bonus plan for the year of termination based on actual financial performance (as if the sole performance metrics were the financial performance metrics) for such Plan Year, and (y) a fraction, the numerator of which is the number of days in the Plan Year through the date of termination, and the denominator of which is 365; and such Prorata Final Year Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such Plan Year (or any later date that may be required pursuant to Section 15 hereof); and

(iii)  the Company shall continue to provide, for twelve (12) months after Executive’s date of termination (the “Welfare Benefits Continuation Period”), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, any group health benefits to which Executive and/or Executive’s eligible dependents would otherwise be entitled to continue under COBRA, or benefits substantially equivalent to those group health benefits which would have been provided to them in accordance with the Welfare Plans described in Section 4(b)(iv) of this Agreement if Executive’s employment had not been terminated, provided, however, that (A) if Executive becomes employed with another employer (including self-employment) and receives group health benefits under another employer provided plan, the Company’s obligation to provide group health benefits described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (C) during the Welfare Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year; (D) the reimbursement of an eligible taxable expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (E) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit; and

(iv)  all of Executive’s equity or incentive awards outstanding on the date of termination shall be treated as follows: (A) all time-based restrictions on awards of restricted stock or unit awards shall lapse as of the date of termination, (B) each such option shall be fully vested and exercisable as of the date of termination and shall remain in effect and exercisable through the end of its original term, without regard to the termination of Executive’s employment; and (C) any performance shares or units shall be governed by the terms and conditions of the Company’s long-term incentive plan under which they were awarded; and

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(v)  to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)Death or Disability.  If Executive’s employment is terminated by reason of Executive’s death or Disability during the Employment Period, this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the Prorata Final Year Bonus (calculated as described in Section 6(a)(ii)(A), regardless of when the date of termination occurs) and the timely payment or provision of Other Benefits.  Accrued Obligations and the Prorata Final Year Bonus shall be paid to Executive or Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the date of termination (or any later date required by Section 15).  With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 6(b) shall include without limitation, and Executive or Executive’s estate and/or beneficiaries shall be entitled to receive, benefits under such plans, programs, practices and policies relating to death or disability benefits, if any, as are applicable to Executive on the date of termination.

(c)Cause; Other than for Good Reason.  If Executive’s employment shall be terminated for Cause, or if Executive voluntarily terminates employment other than for Good Reason, during the Employment Period, this Agreement shall terminate without further obligations to Executive other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

(d)Expiration of Employment Period.  If Executive’s employment shall be terminated due to the normal expiration of the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

7.Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any employee benefit plan, program, policy or practice provided by Parent or its affiliated companies and for which Executive may qualify, except as specifically provided herein.  Amounts that are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated companies at or subsequent to the date of termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement.

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8.Full Settlement; No Mitigation.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others.  In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

9.Costs of Enforcement.  The Company shall reimburse Executive, on a current basis, up to $50,000 per year (not to exceed two years) for reasonable legal fees and related expenses incurred by Executive in connection with this Agreement, including without limitation, (i) such fees and expenses, if any, incurred by Executive in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit hereunder, or (ii) such fees and expenses, if any, incurred by Executive in contesting or disputing any termination of Executive’s employment, or Executive’s seeking to obtain or enforce any right or benefit provided by this Agreement, in each case, regardless of whether or not Executive’s claim is upheld by an arbitral panel or a court of competent jurisdiction; provided, however, Executive shall be required to repay to the Company any such amounts to the extent that an arbitral panel or a court issues a final and non-appealable order, judgment, decree or award setting forth the determination that the position taken by Executive was frivolous or advanced by Executive in bad faith.  The amount reimbursable by the Company under this Section 9 in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense shall be made within five business days after delivery of Executive’s respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in any event no later than December 31 of the year after the year in which the expense was incurred.  Executive’s rights pursuant to this Section 9 shall expire at the end of five years after the date of termination and shall not be subject to liquidation or exchange for another benefit.

10.Limitation of Benefits.

(a)Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the aggregate present value of the Payments shall be reduced (but not below zero) to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”).  The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control.  For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code.  For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code.

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(b)All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Company.  All fees and expenses of the Determination Firm shall be borne solely by the Company.  Any determination by the Determination Firm shall be binding upon the Company and Executive.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 10 (“Underpayment”), consistent with the calculations required to be made hereunder.  The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist.

(c)In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

11.Restrictions on Conduct of Executive.

(a)For purposes of this Section 11, the following definitions apply:

(i)“Company” means the Company and/or any one or more of its affiliates that were within Executive’s management responsibility, including the responsibility of personnel reporting to Executive, at any time within two (2) years prior to Executive’s termination.

(ii)“Competitive Business” means any corporation, partnership, association or other person or entity which directly competes or is planning to directly compete with the Company with respect to the operations of the Company that were within Executive’s management responsibility, including the responsibility of personnel reporting to Executive, at any time within two (2) years prior to Executive’s termination.

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(iii)“Confidential Information” means information of the Company that meets one or more of the following three conditions: (i) it has not been made available generally to the public or to the trade or industry by the Company or by another with the Company’s consent; (ii) it is related to, and useful or valuable in, the current or anticipated business of the Company and its value could be diminished by unauthorized disclosure or use; or (iii) it either has been identified as confidential to Executive by the Company (orally or in writing) or it has been maintained as confidential from outside parties or is recognized as intended for internal disclosure only.  Confidential Information includes but is not limited to strategic and other business plans and budgets, non-public financial data and forecasts, know-how, research and development programs, personnel information (including information about the identity, responsibilities, competence, compensation and satisfaction of the Company’s employees), information about planned or pending acquisitions or divestitures, sales methods, customer lists, customer usages and requirements, customer purchase histories, marketing programs, computer programs and other confidential technical or business information or data.

(iv)“Trade Secret” means information of the Company, including a formula, pattern, compilation, program, device, method, technique or process, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

(b)During employment with the Company, including employment prior to the Effective Date, Executive shall preserve and protect Confidential Information from unauthorized use or disclosure, and for a period of one (1) year after termination of such employment, Executive shall not use or disclose any Confidential Information in connection with or to benefit any person, company or other enterprise (including Executive) which is engaged in or is planning to become engaged in direct competition with the Company in any state of the United States of America where, at the time this Agreement is to be enforced, the Company is engaged, or has demonstrable plans to engage that were known to Executive during employment, in substantial business activities.

(c)During employment with the Company, including employment prior to the Effective Date, Executive shall preserve and protect Trade Secrets from unauthorized use or disclosure, and after termination of such employment, Executive shall not use or disclose any Trade Secret indefinitely, or for so long as that Trade Secret remains a Trade Secret under applicable law.

(d)The provisions of this Section 11(d) shall not apply: (i) if a Change in Control has not occurred, or (ii) if within 30 days after having received notice from the Company that a Change in Control has occurred, Executive shall have irrevocably waived his right to payments and benefits under Sections 6(a)(i)(B), 6(a)(ii), 6(a)(iii) and 6(a)(iv) of this Agreement (but not his rights to receive Accrued Obligations or Other Benefits, as defined in Sections 6(a)(i)(A) and 6(a)(v)).  If this Section 11(d) applies, Executive agrees that, at all times during the Employment Period, and for a period ending one (1) year following the date of termination of his employment for any reason, Executive will not directly or indirectly, participate in or assist in, the organization, planning, preparation, ownership, financing, management, operation or control, nor have any beneficial interest in more than 5% of the equity, of a Competitive Business, if:

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(i)  said Competitive Business would utilize Executive’s services for the benefit of any broadcast, cable, print or other mass communications media operations serving any Metropolitan Statistical Area, as that term is defined by the United States Government, within the State of Wisconsin where, during two (2) years preceding Executive’s termination and at the time this Agreement is to be enforced, the Company is engaged, or has demonstrable plans to engage that were known to Executive during employment, in broadcast, cable, print or other mass communications media operations; and

(ii)  Confidential Information acquired by Executive during the two (2) years preceding Executive’s termination would reasonably be expected to be useful to the performance of Executive’s duties in such employment.

(e)Executive acknowledges that a duty of loyalty to the Company and a duty to protect the Company’s confidential information are imposed upon Executive by law, including section 134.90 of the Wisconsin Statutes.

(f)Regardless of whether the Effective Date shall have occurred, for a period of one (1) year following the date of termination of his employment, Executive agrees not to solicit or induce, or to assist anyone else in soliciting or inducing, directly or indirectly, any employee of the Company who was supervised by Executive, or about whom Executive obtained any Confidential Information, during the last two (2) years of Executive’s employment by the Company, to terminate their employment with the Company or to accept employment with a Competitive Business.  This provision is not intended to restrict the employment opportunities of any employees of the Company who seek employment with a Competitive Business without any solicitation or inducement by Executive.

(g)Executive acknowledges that the Company has disclosed that the Company is now, and may be in the future, subject to duties to third parties to maintain information in confidence and secrecy.  By executing this Agreement, Executive consents to be bound by any such duty owed by the Company to any third party.

(h)At the date of termination, Executive shall deliver to the Company the original and all copies of all documents, records and property of any nature whatsoever which are in Executive’s possession or control and which are the property of the Company or which relate to the business activities, facilities or customers of the Company, including any records, documents or property created by Executive in said capacity.  Executive agrees to attend an exit interview upon termination of employment to ensure that the terms of this Agreement are complied with.

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(i)For the period of one (1) year immediately following the date of termination, Executive will inform each new employer, prior to accepting employment, of the existence of this Section 11 and provide that employer with a copy of it.  In addition, Executive hereby authorizes the Company to forward a copy of this Section 11 to any actual or prospective new employer.

12.Arbitration.

(a)The Company and Executive agree that any dispute in connection with this Agreement shall be settled by binding arbitration conducted pursuant to the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”).  Notwithstanding the foregoing, (i) the assessment of legal fees and related costs of such arbitration incurred by Executive shall be governed by the provisions of Section 9 of this Agreement; (ii) the arbitration shall be determined by a single arbitrator, not a panel; (iii) both the Company and Executive shall be permitted to seek summary disposition prior to hearing; and (iv) the decision rendered by the arbitrator shall be in writing and set forth findings of fact and conclusions of law.

(b)Executive agrees that his agreement to submit legal disputes through binding arbitration, includes any claim for any liability or obligation in any way related to this Agreement, for any expense, damage, or losses he might claim based on, among other things, the following: (i) any discipline, demotion, denied promotion, or discharge; (ii) any Company policy, practice, contract or agreement; (iii) any tort or personal injury; (iv) any policies, practices, laws or agreements governing the payment of wages, commissions or other compensation; (v) any laws governing employment discrimination including, but not limited to, Sections 1981, 1983 and Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, any state laws or statutes (including, but not limited to, the Wisconsin Fair Employment Act), and any ordinance or local authority; (vi) any laws or agreements that provide for punitive, exemplary or statutory damages; (vii) any laws or agreements that provide for payment of attorney fees, costs or expenses; and (viii) any claim contesting or seeking declaratory relief regarding the validity or enforceability of this Agreement or any of its provisions.

(c)The Company agrees that it too shall submit all legal disputes that it may have against Executive in any way related to this Agreement for exclusive resolution through binding arbitration, and that the resolution of Executive’s legal dispute(s) through arbitration shall be binding upon it.

(d)The Company and Executive acknowledge and agree that the agreement to arbitrate contained in this Section 12 does not apply to the following: (i) claims under any state worker’s compensation law; (ii) claims under any state unemployment compensation law; (iii) claims for injunctive relief that may otherwise be available for the violation of any state trade secrets act or unfair competition law; (iv) any claim that by law may not be required to be resolved by binding arbitration; or (v) any request to a court for a temporary restraining order or temporary or preliminary injunction to enforce this Agreement pending submission of the merits of the parties’ dispute to arbitration.

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(e)The Company and Executive acknowledge and agree that damages awarded, if any, in any arbitration shall be limited to those damages that are otherwise available at law.

(f)The Company and Executive acknowledge and agree that by signing this Agreement, they release and waive any right either may have to resolve their legal disputes (including employment disputes and claims of discrimination or unlawful discharge) by filing a lawsuit in court, and to have the potential opportunity of having their claim heard by a jury, and agree instead that the disputes will be resolved exclusively through binding arbitration.  The Company and Executive acknowledge that although Executive agrees to resolve Executive’s legal dispute(s) exclusively through binding arbitration, nothing in this Agreement shall be interpreted as prohibiting Executive from filing a charge of discrimination with an appropriate administrative agency or participating in the investigation or prosecution of such a charge by an appropriate administrative agency; however, this Agreement does prohibit Executive from seeking and recovering an award on his own behalf through any administrative process.

13.Successors.

(a)This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive.  This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  In the event of any such succession and assumption of this Agreement by the successor, the term “the Company” as used in this Agreement shall thereafter include such successor.

14.Miscellaneous.

(a)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to principles of conflict of laws.

(b)Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

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(c)Amendments.  This Agreement may not be amended or modified otherwise than-by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(d)Notices.  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive: Jason R. Graham

Adress on file with the Company

If to the Company: Journal Communications, Inc.

333 West State Street

Milwaukee, Wisconsin 53203

Attention: Corporate Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

(e)Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)Withholding.  The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)Waivers.  Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)Status Before and After Effective Date.  Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company, the employment of Executive by the Company is “at will” and, subject to Section 1(a) hereof, Executive’s employment and/or this Agreement may be terminated by either Executive or the Company at any time prior to the Effective Date, in which case Executive shall have no further rights under this Agreement and no further obligations other than the applicable covenants in Section 11.  From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

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15.Code Section 409A.

(a)General.  This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed.  Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code.

(b)Definitional Restrictions.  Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise.  This provision does not prohibit the vesting of any amount upon a termination of employment, however defined.  If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or such later date as may be required by Subsection 15(c) below.

(c)Six-Month Delay in Certain Circumstances.  Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s Separation from Service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i)if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service; and

(ii)if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Executive’s Separation from Service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume.

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For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder (“Final 409A Regulations”), provided, however, that, as permitted in the Final 409A Regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board of Directors or a committee thereof, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement.

(signatures on following page)

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IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf.

/s/ Jason R. Graham
Jason R. Graham
JOURNAL COMMUNICATIONS, INC.
By:	/s/ Steven J. Smith
	Steven J. Smith
	Chief Executive Officer

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EX-10.2

Exhibit 10.2

Execution Copy

_________________________________

CHANGE IN CONTROL AGREEMENT

BETWEEN

DEBORAH F. TURNER

AND

JOURNAL COMMUNICATIONS, INC.

_________________________________________________________________

CHANGE IN CONTROL AGREEMENT

1.  Certain Definitions	1
2.  Change in Control	1
3.  Employment Period	3
4.  Terms of Employment	3
(a) Position and Duties	3
(b) Compensation	4
5.  Termination of Employment	5
(a) Death or Disability	5
(b) Cause	6
(c) Good Reason	6
6.  Obligations of the Company upon Termination	7
(a) Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability	7
(b) Death or Disability	9
(c) Cause; Other than Good Reason	9
(d) Expiration of Employment Period	9
7.  Non-exclusivity of Rights	9
8.  Full Settlement; No Mitigation	10
9.  Costs of Enforcement	10
10.  Limitation of Benefits	10
11.  Restrictions on Conduct of Executive	11
12.  Arbitration	14
13.  Successors	15
14.  Miscellaneous	15
(a) Governing Law	15
(b) Captions	16
(c) Amendments	16
(d) Notices	16
(e) Severability	16
(f) Withholding	16
(g) Waivers	16
(h) Status Before and After Effective Date	16
15.  Code Section 409A	17

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CHANGE IN CONTROL AGREEMENT

AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”) and Deborah F. Turner (“Executive”), dated as of the 8^th day of May, 2014.

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company.  The Board believes it is imperative to diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of Executive will be satisfied and which are competitive with those of other corporations.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Certain Definitions.

(a)The “Effective Date” shall mean the first date during the Change in Control Period (as defined in Section l(b)) on which a Change in Control (as defined in Section 2) occurs.  Anything in this Agreement to the contrary notwithstanding, if Executive’s employment with the Company is terminated, and if it is reasonably demonstrated by Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.

(b)The “Change in Control Period” shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to Executive that the Change in Control Period shall not be so extended.

2.Change in Control  For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(a)individuals who, on the date of this Agreement, constitute the Board of Directors of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the date of this Agreement and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “Person” (such term for purposes of this definition being as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “1934 Act”) and as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(b)any Person becomes a “Beneficial Owner” (such term for purposes of this definition being as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (b), the following acquisitions shall not constitute a Change in Control: (v) an acquisition directly from the Company, (w) an acquisition by the Company or a subsidiary of the Company (a “Subsidiary”), (x) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (y) an acquisition by a Person who as of December 31, 2006 was a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (d) below); or

(c)any Person who as of December 31, 2006 was a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities becomes a Beneficial Owner, directly or indirectly, of 40% or more of the Company Voting Securities; provided, however, that for purposes of this subsection (c), an acquisition directly from the Company shall not constitute a Change in Control; or

(d)the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding shares of common stock of the Company (“Company Common Stock”) and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no Person (other than (w) any Person who as of December 31, 2006 is a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities, (x) the Company or any Subsidiary of the Company, (y) the Surviving Entity or its ultimate parent, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the beneficial owner, directly or indirectly, of 20% or more of the total common stock or 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

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(e)approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

3.Employment Period.  The Company hereby agrees to continue Executive in its employ, and Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the first anniversary of such date (the “Employment Period”).

4. Terms of Employment.

(a) Position and Duties.

(i)  During the Employment Period, (A) Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) Executive’s services shall be performed at the location where Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.

(ii)  During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive shall devote substantially all of her business time, attention and effort to the business and affairs of the Company and its affiliates and, to the extent necessary to discharge the responsibilities assigned to Executive under this Agreement, use Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for Executive to serve on corporate, industry, civic or charitable boards or committees, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Company and its affiliates in accordance with this Agreement.  It is expressly understood and agreed that to the extent that any such activities have been conducted by Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of Executive’s responsibilities to the Company.

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(b) Compensation.

(i)Base Salary.  During the Employment Period, Executive shall receive an annual base salary (“Annual Base Salary”) at a rate at least equal to the rate of base salary in effect on the date of this Agreement or, if greater, on the Effective Date, paid or payable (including any base salary which has been earned but deferred) to Executive by the Company and its affiliated companies.  The Annual Base Salary shall be payable in accordance with the Company’s regular payroll practice for its senior executives, as in effect from time to time.  During the Employment Period, the Annual Base Salary shall be reviewed for possible increase no more than 12 months after the last salary increase awarded to Executive prior to the Effective Date and thereafter at least annually.  Any increase in the Annual Base Salary shall not limit or reduce any other obligation of the Company under this Agreement.  The Annual Base Salary shall not be reduced after any such increase, and the term “Annual Base Salary” shall thereafter refer to the Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii)Annual Bonus.  In addition to Annual Base Salary, Executive shall be provided, for each fiscal year ending during the Employment Period, an annual bonus opportunity at least equal to Executive’s highest bonus opportunity under the Company’s Annual Management Incentive Plan, or any comparable bonus opportunity under any predecessor or successor plans, for the last full fiscal year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year).

(iii)Incentive, Savings and Retirement Plans.  Without limiting the foregoing, during the Employment Period, Executive shall be entitled to participate in all applicable incentive, savings and retirement plans, practices, policies and programs applicable generally to other senior executives of the Company and its affiliated companies (“Peer Executives”), but in no event shall such plans, practices, policies and programs provide Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to Executive, those provided generally at any time after the Effective Date to Peer Executives.

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(iv)Welfare Benefit Plans.  During the Employment Period, Executive and/or Executive’s eligible dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to Peer Executives, but in no event shall such plans, practices, policies and programs provide Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, those provided generally at any time after the Effective Date to Peer Executives.

(v)Expenses.  During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

(vi)Fringe Benefits and Perquisites.  During the Employment Period, Executive shall be entitled to fringe benefits and perquisites in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

(vii)Vacation.  During the Employment Period, Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

5. Termination of Employment.

(a)Death or Disability.  Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period.  If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment.  In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties.  For purposes of this Agreement, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six consecutive months.  At the request of Executive or her personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or her personal representative, and the Company.  If Executive requests such independent certification of the Board’s determination and either (i) the Company does not seek such independent certification, or (ii) the two physicians do not certify the Board’s determination of Executive’s Disability, then, Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of her Disability.

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(b)Cause.  The Company may terminate Executive’s employment during the Employment Period for Cause or without Cause.  For purposes of this Agreement, a termination shall be considered to be for “Cause” if it occurs in conjunction with a determination by the Board that Executive has committed or engaged in either (i) any act that constitutes, on the part of Executive, fraud, dishonesty, breach of fiduciary duty, misappropriation, embezzlement or gross misfeasance of duty; (ii) willful disregard of published Company policies and procedures or codes of ethics; or (iii) conduct by Executive in her office with the Company that is grossly inappropriate and demonstrably likely to lead to material injury to the Company, as determined by the Board acting reasonably and in good faith; provided, that in the case of (ii) or (iii) above, such conduct shall not constitute “Cause” unless the Board shall have delivered to Executive notice setting forth with specificity (A) the conduct deemed to qualify as “Cause”, (B) reasonable action that would remedy such objection, and (C) a reasonable time (not less than 30 days) within which Executive may take such remedial action, and Executive shall not have taken such specified remedial action within the specified time.

(c)Good Reason.  Executive’s employment may be terminated by Executive for Good Reason or without Good Reason.  For purposes of this Agreement, “Good Reason” shall mean:

(i)the assignment to Executive of any duties inconsistent in any material respect with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company that results in a material diminution in Executive’s position, authority, duties or responsibilities, other than an isolated, insubstantial and inadvertent action that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from Executive;

(ii)any material breach by the Company of Section 4(b)(i) or (ii) of this Agreement, other than an isolated, insubstantial and inadvertent failure that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from Executive;

(iii)any failure by the Company to comply with and satisfy Section 13(c) of this Agreement; or

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(iv)any other material breach of this Agreement by the Company that either is not taken in good faith or is not remedied by the Company promptly after receipt of notice thereof from Executive.

A termination of employment by Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination within 90 days after the event constituting Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provisions of this Agreement on which Executive relies.  The Company shall have 30 days from the receipt of such notice within which to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive.  If such event has not been cured within such 30-day period, the termination of employment by Executive for Good Reason shall be effective as of the expiration of such 30-day period.  If the event of Good Reason is cured within such 30-day period, the Notice of Termination for Good Reason shall have no effect.  Any dispute as to whether a claimed event of Good Reason has been cured within the 30-day period shall be submitted to mediation by a third party selected by Executive and the Board.  If no mediated resolution is reach within 30-days after the end of the original 30-day cure period, the Notice of Termination for Good Reason shall have no effect.  The parties intend, believe and take the position that a resignation by the Executive for Good Reason as defined above effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and Treas. Reg. Sec.1.409A-1(n)(2).

6. Obligations of the Company upon Termination.

(a)   Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability.  If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason:

(i)  the Company shall pay to Executive in a lump sum in cash within 30 days after the date of termination (or any later date required by Section 15) the aggregate of the following amounts:

A.Executive’s Annual Base Salary through the date of termination to the extent not theretofore paid (the “Accrued Obligations”); and

B.a severance payment equal to 100% times the sum of (i) Executive’s Annual Base Salary as then in effect, plus (ii) Executive’s target annual incentive bonus for the year in which the date of termination occurs; and

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(ii)  the Company shall pay to Executive a pro-rata bonus for the annual incentive plan performance period (“Plan Year”) in which the date of termination occurs (the “Prorata Final Year Bonus”), the calculation and payment of which shall depend upon when the date of termination occurs, as follows:

A.if the date of termination occurs during the same Plan Year in which the Change in Control occurs, the Prorata Final Year Bonus shall equal the product of (x) Executive’s target annual bonus for the year of termination, and (y) a fraction, the numerator of which is the number of days in the Plan Year through the date of termination, and the denominator of which is 365; and such Prorata Final Year Bonus shall be paid a single lump sum cash payment within 30 days after the date of termination (or any later date that may be required pursuant to Section 15 hereof);

B.if the date of termination occurs after the end of the Plan Year in which the Change in Control occurs, the Prorata Final Year Bonus shall equal product of (x) the amount Executive would have earned, if any, under the annual incentive bonus plan for the year of termination based on actual financial performance (as if the sole performance metrics were the financial performance metrics) for such Plan Year, and (y) a fraction, the numerator of which is the number of days in the Plan Year through the date of termination, and the denominator of which is 365; and such Prorata Final Year Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such Plan Year (or any later date that may be required pursuant to Section 15 hereof); and

(iii)  the Company shall continue to provide, for twelve (12) months after Executive’s date of termination (the “Welfare Benefits Continuation Period”), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, any group health benefits to which Executive and/or Executive’s eligible dependents would otherwise be entitled to continue under COBRA, or benefits substantially equivalent to those group health benefits which would have been provided to them in accordance with the Welfare Plans described in Section 4(b)(iv) of this Agreement if Executive’s employment had not been terminated, provided, however, that (A) if Executive becomes employed with another employer (including self-employment) and receives group health benefits under another employer provided plan, the Company’s obligation to provide group health benefits described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (C) during the Welfare Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year; (D) the reimbursement of an eligible taxable expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (E) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit; and

(iv)  all of Executive’s equity or incentive awards outstanding on the date of termination shall be treated as follows: (A) all time-based restrictions on awards of restricted stock or unit awards shall lapse as of the date of termination, (B) each such option shall be fully vested and exercisable as of the date of termination and shall remain in effect and exercisable through the end of its original term, without regard to the termination of Executive’s employment; and (C) any performance shares or units shall be governed by the terms and conditions of the Company’s long-term incentive plan under which they were awarded; and

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(v)  to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)Death or Disability.  If Executive’s employment is terminated by reason of Executive’s death or Disability during the Employment Period, this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the Prorata Final Year Bonus (calculated as described in Section 6(a)(ii)(A), regardless of when the date of termination occurs) and the timely payment or provision of Other Benefits.  Accrued Obligations and the Prorata Final Year Bonus shall be paid to Executive or Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the date of termination (or any later date required by Section 15).  With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 6(b) shall include without limitation, and Executive or Executive’s estate and/or beneficiaries shall be entitled to receive, benefits under such plans, programs, practices and policies relating to death or disability benefits, if any, as are applicable to Executive on the date of termination.

(c)Cause; Other than for Good Reason.  If Executive’s employment shall be terminated for Cause, or if Executive voluntarily terminates employment other than for Good Reason, during the Employment Period, this Agreement shall terminate without further obligations to Executive other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

(d)Expiration of Employment Period.  If Executive’s employment shall be terminated due to the normal expiration of the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

7.Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any employee benefit plan, program, policy or practice provided by Parent or its affiliated companies and for which Executive may qualify, except as specifically provided herein.  Amounts that are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated companies at or subsequent to the date of termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement.

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8.Full Settlement; No Mitigation.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others.  In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

9.Costs of Enforcement.  The Company shall reimburse Executive, on a current basis, up to $50,000 per year (not to exceed two years) for reasonable legal fees and related expenses incurred by Executive in connection with this Agreement, including without limitation, (i) such fees and expenses, if any, incurred by Executive in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit hereunder, or (ii) such fees and expenses, if any, incurred by Executive in contesting or disputing any termination of Executive’s employment, or Executive’s seeking to obtain or enforce any right or benefit provided by this Agreement, in each case, regardless of whether or not Executive’s claim is upheld by an arbitral panel or a court of competent jurisdiction; provided, however, Executive shall be required to repay to the Company any such amounts to the extent that an arbitral panel or a court issues a final and non-appealable order, judgment, decree or award setting forth the determination that the position taken by Executive was frivolous or advanced by Executive in bad faith.  The amount reimbursable by the Company under this Section 9 in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense shall be made within five business days after delivery of Executive’s respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in any event no later than December 31 of the year after the year in which the expense was incurred.  Executive’s rights pursuant to this Section 9 shall expire at the end of five years after the date of termination and shall not be subject to liquidation or exchange for another benefit.

10.Limitation of Benefits.

(a)Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the aggregate present value of the Payments shall be reduced (but not below zero) to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”).  The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control.  For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code.  For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code.

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(b)All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Company.  All fees and expenses of the Determination Firm shall be borne solely by the Company.  Any determination by the Determination Firm shall be binding upon the Company and Executive.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 10 (“Underpayment”), consistent with the calculations required to be made hereunder.  The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist.

(c)In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

11. Restrictions on Conduct of Executive.

(a)For purposes of this Section 11, the following definitions apply:

(i)“Company” means the Company and/or any one or more of its affiliates that were within Executive’s management responsibility, including the responsibility of personnel reporting to Executive, at any time within two (2) years prior to Executive’s termination.

(ii)“Competitive Business” means any corporation, partnership, association or other person or entity which directly competes or is planning to directly compete with the Company with respect to the operations of the Company that were within Executive’s management responsibility, including the responsibility of personnel reporting to Executive, at any time within two (2) years prior to Executive’s termination.

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(iii)“Confidential Information” means information of the Company that meets one or more of the following three conditions: (i) it has not been made available generally to the public or to the trade or industry by the Company or by another with the Company’s consent; (ii) it is related to, and useful or valuable in, the current or anticipated business of the Company and its value could be diminished by unauthorized disclosure or use; or (iii) it either has been identified as confidential to Executive by the Company (orally or in writing) or it has been maintained as confidential from outside parties or is recognized as intended for internal disclosure only.  Confidential Information includes but is not limited to strategic and other business plans and budgets, non-public financial data and forecasts, know-how, research and development programs, personnel information (including information about the identity, responsibilities, competence, compensation and satisfaction of the Company’s employees), information about planned or pending acquisitions or divestitures, sales methods, customer lists, customer usages and requirements, customer purchase histories, marketing programs, computer programs and other confidential technical or business information or data.

(iv)“Trade Secret” means information of the Company, including a formula, pattern, compilation, program, device, method, technique or process, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

(b)During employment with the Company, including employment prior to the Effective Date, Executive shall preserve and protect Confidential Information from unauthorized use or disclosure, and for a period of one (1) year after termination of such employment, Executive shall not use or disclose any Confidential Information in connection with or to benefit any person, company or other enterprise (including Executive) which is engaged in or is planning to become engaged in direct competition with the Company in any state of the United States of America where, at the time this Agreement is to be enforced, the Company is engaged, or has demonstrable plans to engage that were known to Executive during employment, in substantial business activities.

(c)During employment with the Company, including employment prior to the Effective Date, Executive shall preserve and protect Trade Secrets from unauthorized use or disclosure, and after termination of such employment, Executive shall not use or disclose any Trade Secret indefinitely, or for so long as that Trade Secret remains a Trade Secret under applicable law.

(d)The provisions of this Section 11(d) shall not apply: (i) if a Change in Control has not occurred, or (ii) if within 30 days after having received notice from the Company that a Change in Control has occurred, Executive shall have irrevocably waived her right to payments and benefits under Sections 6(a)(i)(B), 6(a)(ii), 6(a)(iii) and 6(a)(iv) of this Agreement (but not her rights to receive Accrued Obligations or Other Benefits, as defined in Sections 6(a)(i)(A) and 6(a)(v)).  If this Section 11(d) applies, Executive agrees that, at all times during the Employment Period, and for a period ending one (1) year following the date of termination of her employment for any reason, Executive will not directly or indirectly, participate in or assist in, the organization, planning, preparation, ownership, financing, management, operation or control, nor have any beneficial interest in more than 5% of the equity, of a Competitive Business, if:

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(i)  said Competitive Business would utilize Executive’s services for the benefit of any broadcast, cable, print or other mass communications media operations serving any Metropolitan Statistical Area, as that term is defined by the United States Government, within the State of Wisconsin where, during two (2) years preceding Executive’s termination and at the time this Agreement is to be enforced, the Company is engaged, or has demonstrable plans to engage that were known to Executive during employment, in broadcast, cable, print or other mass communications media operations; and

(ii)  Confidential Information acquired by Executive during the two (2) years preceding Executive’s termination would reasonably be expected to be useful to the performance of Executive’s duties in such employment.

(e)Executive acknowledges that a duty of loyalty to the Company and a duty to protect the Company’s confidential information are imposed upon Executive by law, including section 134.90 of the Wisconsin Statutes.

(f)Regardless of whether the Effective Date shall have occurred, for a period of one (1) year following the date of termination of her employment, Executive agrees not to solicit or induce, or to assist anyone else in soliciting or inducing, directly or indirectly, any employee of the Company who was supervised by Executive, or about whom Executive obtained any Confidential Information, during the last two (2) years of Executive’s employment by the Company, to terminate their employment with the Company or to accept employment with a Competitive Business.  This provision is not intended to restrict the employment opportunities of any employees of the Company who seek employment with a Competitive Business without any solicitation or inducement by Executive.

(g)Executive acknowledges that the Company has disclosed that the Company is now, and may be in the future, subject to duties to third parties to maintain information in confidence and secrecy.  By executing this Agreement, Executive consents to be bound by any such duty owed by the Company to any third party.

(h)At the date of termination, Executive shall deliver to the Company the original and all copies of all documents, records and property of any nature whatsoever which are in Executive’s possession or control and which are the property of the Company or which relate to the business activities, facilities or customers of the Company, including any records, documents or property created by Executive in said capacity.  Executive agrees to attend an exit interview upon termination of employment to ensure that the terms of this Agreement are complied with.

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(i)For the period of one (1) year immediately following the date of termination, Executive will inform each new employer, prior to accepting employment, of the existence of this Section 11 and provide that employer with a copy of it.  In addition, Executive hereby authorizes the Company to forward a copy of this Section 11 to any actual or prospective new employer.

12. Arbitration.

(a)The Company and Executive agree that any dispute in connection with this Agreement shall be settled by binding arbitration conducted pursuant to the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”).  Notwithstanding the foregoing, (i) the assessment of legal fees and related costs of such arbitration incurred by Executive shall be governed by the provisions of Section 9 of this Agreement; (ii) the arbitration shall be determined by a single arbitrator, not a panel; (iii) both the Company and Executive shall be permitted to seek summary disposition prior to hearing; and (iv) the decision rendered by the arbitrator shall be in writing and set forth findings of fact and conclusions of law.

(b)Executive agrees that her agreement to submit legal disputes through binding arbitration, includes any claim for any liability or obligation in any way related to this Agreement, for any expense, damage, or losses she might claim based on, among other things, the following: (i) any discipline, demotion, denied promotion, or discharge; (ii) any Company policy, practice, contract or agreement; (iii) any tort or personal injury; (iv) any policies, practices, laws or agreements governing the payment of wages, commissions or other compensation; (v) any laws governing employment discrimination including, but not limited to, Sections 1981, 1983 and Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, any state laws or statutes (including, but not limited to, the Wisconsin Fair Employment Act), and any ordinance or local authority; (vi) any laws or agreements that provide for punitive, exemplary or statutory damages; (vii) any laws or agreements that provide for payment of attorney fees, costs or expenses; and (viii) any claim contesting or seeking declaratory relief regarding the validity or enforceability of this Agreement or any of its provisions.

(c)The Company agrees that it too shall submit all legal disputes that it may have against Executive in any way related to this Agreement for exclusive resolution through binding arbitration, and that the resolution of Executive’s legal dispute(s) through arbitration shall be binding upon it.

(d)The Company and Executive acknowledge and agree that the agreement to arbitrate contained in this Section 12 does not apply to the following: (i) claims under any state worker’s compensation law; (ii) claims under any state unemployment compensation law; (iii) claims for injunctive relief that may otherwise be available for the violation of any state trade secrets act or unfair competition law; (iv) any claim that by law may not be required to be resolved by binding arbitration; or (v) any request to a court for a temporary restraining order or temporary or preliminary injunction to enforce this Agreement pending submission of the merits of the parties’ dispute to arbitration.

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(e)The Company and Executive acknowledge and agree that damages awarded, if any, in any arbitration shall be limited to those damages that are otherwise available at law.

(f)The Company and Executive acknowledge and agree that by signing this Agreement, they release and waive any right either may have to resolve their legal disputes (including employment disputes and claims of discrimination or unlawful discharge) by filing a lawsuit in court, and to have the potential opportunity of having their claim heard by a jury, and agree instead that the disputes will be resolved exclusively through binding arbitration.  The Company and Executive acknowledge that although Executive agrees to resolve Executive’s legal dispute(s) exclusively through binding arbitration, nothing in this Agreement shall be interpreted as prohibiting Executive from filing a charge of discrimination with an appropriate administrative agency or participating in the investigation or prosecution of such a charge by an appropriate administrative agency; however, this Agreement does prohibit Executive from seeking and recovering an award on her own behalf through any administrative process.

13. Successors.

(a)This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive.  This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  In the event of any such succession and assumption of this Agreement by the successor, the term “the Company” as used in this Agreement shall thereafter include such successor.

14. Miscellaneous.

(a)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to principles of conflict of laws.

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(b)Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(c)Amendments.  This Agreement may not be amended or modified otherwise than-by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(d)Notices.  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive: Deborah F. Turner

Adress on file with the Company

If to the Company: Journal Communications, Inc.

333 West State Street

Milwaukee, Wisconsin 53203

Attention: Corporate Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

(e)Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)Withholding.  The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)Waivers.  Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)Status Before and After Effective Date.  Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company, the employment of Executive by the Company is “at will” and, subject to Section 1(a) hereof, Executive’s employment and/or this Agreement may be terminated by either Executive or the Company at any time prior to the Effective Date, in which case Executive shall have no further rights under this Agreement and no further obligations other than the applicable covenants in Section 11.  From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

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15. Code Section 409A.

(a)General.  This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed.  Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code.

(b)Definitional Restrictions.  Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise.  This provision does not prohibit the vesting of any amount upon a termination of employment, however defined.  If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or such later date as may be required by Subsection 15(c) below.

(c)Six-Month Delay in Certain Circumstances.  Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s Separation from Service during a period in which she is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i)if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service; and

(ii)if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Executive’s Separation from Service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume.

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For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder (“Final 409A Regulations”), provided, however, that, as permitted in the Final 409A Regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board of Directors or a committee thereof, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement.

(signatures on following page)

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IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf.

/s/ Deborah F. Turner
Deborah F. Turner
JOURNAL COMMUNICATIONS, INC.
By:	/s/ Steven J. Smith
	Steven J. Smith
	Chief Executive Officer

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EX-10.3

Exhibit 10.3

Execution Copy

_________________________________

CHANGE IN CONTROL AGREEMENT

BETWEEN

STEVEN H. WEXLER

AND

JOURNAL COMMUNICATIONS, INC.

_________________________________________________________________

CHANGE IN CONTROL AGREEMENT

1.  Certain Definitions	1
2.  Change in Control	1
3.  Employment Period	3
4.  Terms of Employment	3
(a) Position and Duties	3
(b) Compensation	4
5.  Termination of Employment	5
(a) Death or Disability	5
(b) Cause	6
(c) Good Reason	6
6.  Obligations of the Company upon Termination	7
(a) Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability	7
(b) Death or Disability	9
(c) Cause; Other than Good Reason	9
(d) Expiration of Employment Period	9
7.  Non-exclusivity of Rights	9
8.  Full Settlement; No Mitigation	10
9.  Costs of Enforcement	10
10.  Limitation of Benefits	10
11.  Restrictions on Conduct of Executive	11
12.  Arbitration	14
13.  Successors	15
14.  Miscellaneous	15
(a) Governing Law	15
(b) Captions	15
(c) Amendments	16
(d) Notices	16
(e) Severability	16
(f) Withholding	16
(g) Waivers	16
(h) Status Before and After Effective Date	16
15.  Code Section 409A	17

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CHANGE IN CONTROL AGREEMENT

AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”) and Steven H. Wexler (“Executive”), dated as of the 8^th day of May, 2014.

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company.  The Board believes it is imperative to diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of Executive will be satisfied and which are competitive with those of other corporations.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Certain Definitions.

(a)The “Effective Date” shall mean the first date during the Change in Control Period (as defined in Section l(b)) on which a Change in Control (as defined in Section 2) occurs.  Anything in this Agreement to the contrary notwithstanding, if Executive’s employment with the Company is terminated, and if it is reasonably demonstrated by Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.

(b)The “Change in Control Period” shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to Executive that the Change in Control Period shall not be so extended.

2.Change in Control  For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(a)individuals who, on the date of this Agreement, constitute the Board of Directors of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the date of this Agreement and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “Person” (such term for purposes of this definition being as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “1934 Act”) and as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(b)any Person becomes a “Beneficial Owner” (such term for purposes of this definition being as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (b), the following acquisitions shall not constitute a Change in Control: (v) an acquisition directly from the Company, (w) an acquisition by the Company or a subsidiary of the Company (a “Subsidiary”), (x) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (y) an acquisition by a Person who as of December 31, 2006 was a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (d) below); or

(c)any Person who as of December 31, 2006 was a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities becomes a Beneficial Owner, directly or indirectly, of 40% or more of the Company Voting Securities; provided, however, that for purposes of this subsection (c), an acquisition directly from the Company shall not constitute a Change in Control; or

(d)the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding shares of common stock of the Company (“Company Common Stock”) and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no Person (other than (w) any Person who as of December 31, 2006 is a Beneficial Owner, directly or indirectly, of 15% or more of the Company Voting Securities, (x) the Company or any Subsidiary of the Company, (y) the Surviving Entity or its ultimate parent, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the beneficial owner, directly or indirectly, of 20% or more of the total common stock or 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

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(e)approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

3.Employment Period.  The Company hereby agrees to continue Executive in its employ, and Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the first anniversary of such date (the “Employment Period”).

4. Terms of Employment.

(a) Position and Duties.

(i)  During the Employment Period, (A) Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) Executive’s services shall be performed at the location where Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.

(ii)  During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive shall devote substantially all of his business time, attention and effort to the business and affairs of the Company and its affiliates and, to the extent necessary to discharge the responsibilities assigned to Executive under this Agreement, use Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for Executive to serve on corporate, industry, civic or charitable boards or committees, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Company and its affiliates in accordance with this Agreement.  It is expressly understood and agreed that to the extent that any such activities have been conducted by Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of Executive’s responsibilities to the Company.

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(b) Compensation.

(i)Base Salary.  During the Employment Period, Executive shall receive an annual base salary (“Annual Base Salary”) at a rate at least equal to the rate of base salary in effect on the date of this Agreement or, if greater, on the Effective Date, paid or payable (including any base salary which has been earned but deferred) to Executive by the Company and its affiliated companies.  The Annual Base Salary shall be payable in accordance with the Company’s regular payroll practice for its senior executives, as in effect from time to time.  During the Employment Period, the Annual Base Salary shall be reviewed for possible increase no more than 12 months after the last salary increase awarded to Executive prior to the Effective Date and thereafter at least annually.  Any increase in the Annual Base Salary shall not limit or reduce any other obligation of the Company under this Agreement.  The Annual Base Salary shall not be reduced after any such increase, and the term “Annual Base Salary” shall thereafter refer to the Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii)Annual Bonus.  In addition to Annual Base Salary, Executive shall be provided, for each fiscal year ending during the Employment Period, an annual bonus opportunity at least equal to Executive’s highest bonus opportunity under the Company’s Annual Management Incentive Plan, or any comparable bonus opportunity under any predecessor or successor plans, for the last full fiscal year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year).

(iii)Incentive, Savings and Retirement Plans.  Without limiting the foregoing, during the Employment Period, Executive shall be entitled to participate in all applicable incentive, savings and retirement plans, practices, policies and programs applicable generally to other senior executives of the Company and its affiliated companies (“Peer Executives”), but in no event shall such plans, practices, policies and programs provide Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to Executive, those provided generally at any time after the Effective Date to Peer Executives.

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(iv)Welfare Benefit Plans.  During the Employment Period, Executive and/or Executive’s eligible dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to Peer Executives, but in no event shall such plans, practices, policies and programs provide Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, those provided generally at any time after the Effective Date to Peer Executives.

(v)Expenses.  During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

(vi)Fringe Benefits and Perquisites.  During the Employment Period, Executive shall be entitled to fringe benefits and perquisites in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

(vii)Vacation.  During the Employment Period, Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives.

5. Termination of Employment.

(a)Death or Disability.  Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period.  If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment.  In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties.  For purposes of this Agreement, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six consecutive months.  At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company.  If Executive requests such independent certification of the Board’s determination and either (i) the Company does not seek such independent certification, or (ii) the two physicians do not certify the Board’s determination of Executive’s Disability, then, Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

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(b)Cause.  The Company may terminate Executive’s employment during the Employment Period for Cause or without Cause.  For purposes of this Agreement, a termination shall be considered to be for “Cause” if it occurs in conjunction with a determination by the Board that Executive has committed or engaged in either (i) any act that constitutes, on the part of Executive, fraud, dishonesty, breach of fiduciary duty, misappropriation, embezzlement or gross misfeasance of duty; (ii) willful disregard of published Company policies and procedures or codes of ethics; or (iii) conduct by Executive in his office with the Company that is grossly inappropriate and demonstrably likely to lead to material injury to the Company, as determined by the Board acting reasonably and in good faith; provided, that in the case of (ii) or (iii) above, such conduct shall not constitute “Cause” unless the Board shall have delivered to Executive notice setting forth with specificity (A) the conduct deemed to qualify as “Cause”, (B) reasonable action that would remedy such objection, and (C) a reasonable time (not less than 30 days) within which Executive may take such remedial action, and Executive shall not have taken such specified remedial action within the specified time.

(c)Good Reason.  Executive’s employment may be terminated by Executive for Good Reason or without Good Reason.  For purposes of this Agreement, “Good Reason” shall mean:

(i)the assignment to Executive of any duties inconsistent in any material respect with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company that results in a material diminution in Executive’s position, authority, duties or responsibilities, other than an isolated, insubstantial and inadvertent action that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from Executive;

(ii)any material breach by the Company of Section 4(b)(i) or (ii) of this Agreement, other than an isolated, insubstantial and inadvertent failure that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from Executive;

(iii)any failure by the Company to comply with and satisfy Section 13(c) of this Agreement; or

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(iv)any other material breach of this Agreement by the Company that either is not taken in good faith or is not remedied by the Company promptly after receipt of notice thereof from Executive.

A termination of employment by Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination within 90 days after the event constituting Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provisions of this Agreement on which Executive relies.  The Company shall have 30 days from the receipt of such notice within which to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive.  If such event has not been cured within such 30-day period, the termination of employment by Executive for Good Reason shall be effective as of the expiration of such 30-day period.  If the event of Good Reason is cured within such 30-day period, the Notice of Termination for Good Reason shall have no effect.  Any dispute as to whether a claimed event of Good Reason has been cured within the 30-day period shall be submitted to mediation by a third party selected by Executive and the Board.  If no mediated resolution is reach within 30-days after the end of the original 30-day cure period, the Notice of Termination for Good Reason shall have no effect.  The parties intend, believe and take the position that a resignation by the Executive for Good Reason as defined above effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and Treas. Reg. Sec.1.409A-1(n)(2).

6. Obligations of the Company upon Termination.

(a) Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability.  If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason:

(i)  the Company shall pay to Executive in a lump sum in cash within 30 days after the date of termination (or any later date required by Section 15) the aggregate of the following amounts:

A.Executive’s Annual Base Salary through the date of termination to the extent not theretofore paid (the “Accrued Obligations”); and

B.a severance payment equal to 100% times the sum of (i) Executive’s Annual Base Salary as then in effect, plus (ii) Executive’s target annual incentive bonus for the year in which the date of termination occurs; and

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(ii)  the Company shall pay to Executive a pro-rata bonus for the annual incentive plan performance period (“Plan Year”) in which the date of termination occurs (the “Prorata Final Year Bonus”), the calculation and payment of which shall depend upon when the date of termination occurs, as follows:

A.if the date of termination occurs during the same Plan Year in which the Change in Control occurs, the Prorata Final Year Bonus shall equal the product of (x) Executive’s target annual bonus for the year of termination, and (y) a fraction, the numerator of which is the number of days in the Plan Year through the date of termination, and the denominator of which is 365; and such Prorata Final Year Bonus shall be paid a single lump sum cash payment within 30 days after the date of termination (or any later date that may be required pursuant to Section 15 hereof);

B.if the date of termination occurs after the end of the Plan Year in which the Change in Control occurs, the Prorata Final Year Bonus shall equal product of (x) the amount Executive would have earned, if any, under the annual incentive bonus plan for the year of termination based on actual financial performance (as if the sole performance metrics were the financial performance metrics) for such Plan Year, and (y) a fraction, the numerator of which is the number of days in the Plan Year through the date of termination, and the denominator of which is 365; and such Prorata Final Year Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such Plan Year (or any later date that may be required pursuant to Section 15 hereof); and

(iii)  the Company shall continue to provide, for twelve (12) months after Executive’s date of termination (the “Welfare Benefits Continuation Period”), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, any group health benefits to which Executive and/or Executive’s eligible dependents would otherwise be entitled to continue under COBRA, or benefits substantially equivalent to those group health benefits which would have been provided to them in accordance with the Welfare Plans described in Section 4(b)(iv) of this Agreement if Executive’s employment had not been terminated, provided, however, that (A) if Executive becomes employed with another employer (including self-employment) and receives group health benefits under another employer provided plan, the Company’s obligation to provide group health benefits described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (C) during the Welfare Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year; (D) the reimbursement of an eligible taxable expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (E) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit; and

(iv)  all of Executive’s equity or incentive awards outstanding on the date of termination shall be treated as follows: (A) all time-based restrictions on awards of restricted stock or unit awards shall lapse as of the date of termination, (B) each such option shall be fully vested and exercisable as of the date of termination and shall remain in effect and exercisable through the end of its original term, without regard to the termination of Executive’s employment; and (C) any performance shares or units shall be governed by the terms and conditions of the Company’s long-term incentive plan under which they were awarded; and

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(v)  to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)Death or Disability.  If Executive’s employment is terminated by reason of Executive’s death or Disability during the Employment Period, this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the Prorata Final Year Bonus (calculated as described in Section 6(a)(ii)(A), regardless of when the date of termination occurs) and the timely payment or provision of Other Benefits.  Accrued Obligations and the Prorata Final Year Bonus shall be paid to Executive or Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the date of termination (or any later date required by Section 15).  With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 6(b) shall include without limitation, and Executive or Executive’s estate and/or beneficiaries shall be entitled to receive, benefits under such plans, programs, practices and policies relating to death or disability benefits, if any, as are applicable to Executive on the date of termination.

(c)Cause; Other than for Good Reason.  If Executive’s employment shall be terminated for Cause, or if Executive voluntarily terminates employment other than for Good Reason, during the Employment Period, this Agreement shall terminate without further obligations to Executive other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

(d)Expiration of Employment Period.  If Executive’s employment shall be terminated due to the normal expiration of the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

7.Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any employee benefit plan, program, policy or practice provided by Parent or its affiliated companies and for which Executive may qualify, except as specifically provided herein.  Amounts that are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated companies at or subsequent to the date of termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement.

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8.Full Settlement; No Mitigation.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others.  In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

9.Costs of Enforcement.  The Company shall reimburse Executive, on a current basis, up to $50,000 per year (not to exceed two years) for reasonable legal fees and related expenses incurred by Executive in connection with this Agreement, including without limitation, (i) such fees and expenses, if any, incurred by Executive in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit hereunder, or (ii) such fees and expenses, if any, incurred by Executive in contesting or disputing any termination of Executive’s employment, or Executive’s seeking to obtain or enforce any right or benefit provided by this Agreement, in each case, regardless of whether or not Executive’s claim is upheld by an arbitral panel or a court of competent jurisdiction; provided, however, Executive shall be required to repay to the Company any such amounts to the extent that an arbitral panel or a court issues a final and non-appealable order, judgment, decree or award setting forth the determination that the position taken by Executive was frivolous or advanced by Executive in bad faith.  The amount reimbursable by the Company under this Section 9 in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense shall be made within five business days after delivery of Executive’s respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in any event no later than December 31 of the year after the year in which the expense was incurred.  Executive’s rights pursuant to this Section 9 shall expire at the end of five years after the date of termination and shall not be subject to liquidation or exchange for another benefit.

10. Limitation of Benefits.

(a)Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the aggregate present value of the Payments shall be reduced (but not below zero) to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”).  The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control.  For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code.  For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code.

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(b)All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Company.  All fees and expenses of the Determination Firm shall be borne solely by the Company.  Any determination by the Determination Firm shall be binding upon the Company and Executive.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 10 (“Underpayment”), consistent with the calculations required to be made hereunder.  The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist.

(c)In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

11. Restrictions on Conduct of Executive.

(a) For purposes of this Section 11, the following definitions apply:

(i)“Company” means the Company and/or any one or more of its affiliates that were within Executive’s management responsibility, including the responsibility of personnel reporting to Executive, at any time within two (2) years prior to Executive’s termination.

(ii)“Competitive Business” means any corporation, partnership, association or other person or entity which directly competes or is planning to directly compete with the Company with respect to the operations of the Company that were within Executive’s management responsibility, including the responsibility of personnel reporting to Executive, at any time within two (2) years prior to Executive’s termination.

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(iii)“Confidential Information” means information of the Company that meets one or more of the following three conditions: (i) it has not been made available generally to the public or to the trade or industry by the Company or by another with the Company’s consent; (ii) it is related to, and useful or valuable in, the current or anticipated business of the Company and its value could be diminished by unauthorized disclosure or use; or (iii) it either has been identified as confidential to Executive by the Company (orally or in writing) or it has been maintained as confidential from outside parties or is recognized as intended for internal disclosure only.  Confidential Information includes but is not limited to strategic and other business plans and budgets, non-public financial data and forecasts, know-how, research and development programs, personnel information (including information about the identity, responsibilities, competence, compensation and satisfaction of the Company’s employees), information about planned or pending acquisitions or divestitures, sales methods, customer lists, customer usages and requirements, customer purchase histories, marketing programs, computer programs and other confidential technical or business information or data.

(iv)“Trade Secret” means information of the Company, including a formula, pattern, compilation, program, device, method, technique or process, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

(b)During employment with the Company, including employment prior to the Effective Date, Executive shall preserve and protect Confidential Information from unauthorized use or disclosure, and for a period of one (1) year after termination of such employment, Executive shall not use or disclose any Confidential Information in connection with or to benefit any person, company or other enterprise (including Executive) which is engaged in or is planning to become engaged in direct competition with the Company in any state of the United States of America where, at the time this Agreement is to be enforced, the Company is engaged, or has demonstrable plans to engage that were known to Executive during employment, in substantial business activities.

(c)During employment with the Company, including employment prior to the Effective Date, Executive shall preserve and protect Trade Secrets from unauthorized use or disclosure, and after termination of such employment, Executive shall not use or disclose any Trade Secret indefinitely, or for so long as that Trade Secret remains a Trade Secret under applicable law.

(d)The provisions of this Section 11(d) shall not apply: (i) if a Change in Control has not occurred, or (ii) if within 30 days after having received notice from the Company that a Change in Control has occurred, Executive shall have irrevocably waived his right to payments and benefits under Sections 6(a)(i)(B), 6(a)(ii), 6(a)(iii) and 6(a)(iv) of this Agreement (but not his rights to receive Accrued Obligations or Other Benefits, as defined in Sections 6(a)(i)(A) and 6(a)(v)).  If this Section 11(d) applies, Executive agrees that, at all times during the Employment Period, and for a period ending one (1) year following the date of termination of his employment for any reason, Executive will not directly or indirectly, participate in or assist in, the organization, planning, preparation, ownership, financing, management, operation or control, nor have any beneficial interest in more than 5% of the equity, of a Competitive Business, if:

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(i)  said Competitive Business would utilize Executive’s services for the benefit of any broadcast, cable, print or other mass communications media operations serving any Metropolitan Statistical Area, as that term is defined by the United States Government, within the State of Wisconsin where, during two (2) years preceding Executive’s termination and at the time this Agreement is to be enforced, the Company is engaged, or has demonstrable plans to engage that were known to Executive during employment, in broadcast, cable, print or other mass communications media operations; and

(ii)  Confidential Information acquired by Executive during the two (2) years preceding Executive’s termination would reasonably be expected to be useful to the performance of Executive’s duties in such employment.

(e)Executive acknowledges that a duty of loyalty to the Company and a duty to protect the Company’s confidential information are imposed upon Executive by law, including section 134.90 of the Wisconsin Statutes.

(f)Regardless of whether the Effective Date shall have occurred, for a period of one (1) year following the date of termination of his employment, Executive agrees not to solicit or induce, or to assist anyone else in soliciting or inducing, directly or indirectly, any employee of the Company who was supervised by Executive, or about whom Executive obtained any Confidential Information, during the last two (2) years of Executive’s employment by the Company, to terminate their employment with the Company or to accept employment with a Competitive Business.  This provision is not intended to restrict the employment opportunities of any employees of the Company who seek employment with a Competitive Business without any solicitation or inducement by Executive.

(g)Executive acknowledges that the Company has disclosed that the Company is now, and may be in the future, subject to duties to third parties to maintain information in confidence and secrecy.  By executing this Agreement, Executive consents to be bound by any such duty owed by the Company to any third party.

(h)At the date of termination, Executive shall deliver to the Company the original and all copies of all documents, records and property of any nature whatsoever which are in Executive’s possession or control and which are the property of the Company or which relate to the business activities, facilities or customers of the Company, including any records, documents or property created by Executive in said capacity.  Executive agrees to attend an exit interview upon termination of employment to ensure that the terms of this Agreement are complied with.

-13-

(i)For the period of one (1) year immediately following the date of termination, Executive will inform each new employer, prior to accepting employment, of the existence of this Section 11 and provide that employer with a copy of it.  In addition, Executive hereby authorizes the Company to forward a copy of this Section 11 to any actual or prospective new employer.

12. Arbitration.

(a)The Company and Executive agree that any dispute in connection with this Agreement shall be settled by binding arbitration conducted pursuant to the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”).  Notwithstanding the foregoing, (i) the assessment of legal fees and related costs of such arbitration incurred by Executive shall be governed by the provisions of Section 9 of this Agreement; (ii) the arbitration shall be determined by a single arbitrator, not a panel; (iii) both the Company and Executive shall be permitted to seek summary disposition prior to hearing; and (iv) the decision rendered by the arbitrator shall be in writing and set forth findings of fact and conclusions of law.

(b)Executive agrees that his agreement to submit legal disputes through binding arbitration, includes any claim for any liability or obligation in any way related to this Agreement, for any expense, damage, or losses he might claim based on, among other things, the following: (i) any discipline, demotion, denied promotion, or discharge; (ii) any Company policy, practice, contract or agreement; (iii) any tort or personal injury; (iv) any policies, practices, laws or agreements governing the payment of wages, commissions or other compensation; (v) any laws governing employment discrimination including, but not limited to, Sections 1981, 1983 and Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, any state laws or statutes (including, but not limited to, the Wisconsin Fair Employment Act), and any ordinance or local authority; (vi) any laws or agreements that provide for punitive, exemplary or statutory damages; (vii) any laws or agreements that provide for payment of attorney fees, costs or expenses; and (viii) any claim contesting or seeking declaratory relief regarding the validity or enforceability of this Agreement or any of its provisions.

(c)The Company agrees that it too shall submit all legal disputes that it may have against Executive in any way related to this Agreement for exclusive resolution through binding arbitration, and that the resolution of Executive’s legal dispute(s) through arbitration shall be binding upon it.

(d)The Company and Executive acknowledge and agree that the agreement to arbitrate contained in this Section 12 does not apply to the following: (i) claims under any state worker’s compensation law; (ii) claims under any state unemployment compensation law; (iii) claims for injunctive relief that may otherwise be available for the violation of any state trade secrets act or unfair competition law; (iv) any claim that by law may not be required to be resolved by binding arbitration; or (v) any request to a court for a temporary restraining order or temporary or preliminary injunction to enforce this Agreement pending submission of the merits of the parties’ dispute to arbitration.

-14-

(e)The Company and Executive acknowledge and agree that damages awarded, if any, in any arbitration shall be limited to those damages that are otherwise available at law.

(f)The Company and Executive acknowledge and agree that by signing this Agreement, they release and waive any right either may have to resolve their legal disputes (including employment disputes and claims of discrimination or unlawful discharge) by filing a lawsuit in court, and to have the potential opportunity of having their claim heard by a jury, and agree instead that the disputes will be resolved exclusively through binding arbitration.  The Company and Executive acknowledge that although Executive agrees to resolve Executive’s legal dispute(s) exclusively through binding arbitration, nothing in this Agreement shall be interpreted as prohibiting Executive from filing a charge of discrimination with an appropriate administrative agency or participating in the investigation or prosecution of such a charge by an appropriate administrative agency; however, this Agreement does prohibit Executive from seeking and recovering an award on his own behalf through any administrative process.

13. Successors.

(a)This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive.  This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  In the event of any such succession and assumption of this Agreement by the successor, the term “the Company” as used in this Agreement shall thereafter include such successor.

14. Miscellaneous.

(a)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to principles of conflict of laws.

(b)Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

-15-

(c)Amendments.  This Agreement may not be amended or modified otherwise than-by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(d)Notices.  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive: Steven H. Wexler

Adress on file with the Company

If to the Company: Journal Communications, Inc.

333 West State Street

Milwaukee, Wisconsin 53203

Attention: Corporate Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

(e)Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)Withholding.  The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)Waivers.  Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)Status Before and After Effective Date.  Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company, the employment of Executive by the Company is “at will” and, subject to Section 1(a) hereof, Executive’s employment and/or this Agreement may be terminated by either Executive or the Company at any time prior to the Effective Date, in which case Executive shall have no further rights under this Agreement and no further obligations other than the applicable covenants in Section 11.  From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

-16-

15. Code Section 409A.

(a)General.  This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed.  Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code.

(b)Definitional Restrictions.  Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise.  This provision does not prohibit the vesting of any amount upon a termination of employment, however defined.  If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or such later date as may be required by Subsection 15(c) below.

(c)Six-Month Delay in Certain Circumstances.  Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s Separation from Service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i)if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service; and

(ii)if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Executive’s Separation from Service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume.

-17-

For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder (“Final 409A Regulations”), provided, however, that, as permitted in the Final 409A Regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board of Directors or a committee thereof, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement.

(signatures on following page)

-18-

IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf.

/s/ Steven H. Wexler
Steven H. Wexler
JOURNAL COMMUNICATIONS, INC.
By:	/s/ Steven J. Smith
	Steven J. Smith
	Chief Executive Officer

-19-

EX-31.1

Exhibit No. 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934

I, Steven J. Smith, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Journal Communications, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Date: August 8, 2014
	/s/ Steven J. Smith
Steven J. Smith
Chairman and Chief Executive Officer

EX-31.2

Exhibit No. 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934

I, Jason R. Graham, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Journal Communications, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

6. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Date: August 8, 2014
	/s/ Jason R. Graham
Jason R. Graham
Senior Vice President of Finance and Chief Financial Officer

EX-32

Exhibit No. 32

Certification of Steven J. Smith, Chairman and Chief Executive Officer, and Jason R. Graham, Senior Vice President of Finance, Chief Financial Officer and Controller of Journal Communications, Inc., pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. s.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chairman and Chief Executive Officer and the Senior Vice President of Finance and Chief Financial Officer of Journal Communications, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 29, 2014 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven J. Smith

Steven J. Smith, Chairman and Chief Executive Officer

Date: August 8, 2014

/s/ Jason R. Graham

Jason R. Graham, Senior Vice President of Finance and Chief Financial Officer

Date: August 8, 2014

XML

EARNINGS PER SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended						6 Months Ended
	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Jun. 29, 2014	Jun. 30, 2013
Computation of basic and diluted earnings per share [Abstract]
Earnings from continuing operations		$ 10,444			$ 6,494		$ 16,610	$ 10,187
Earnings from discontinued operations, net of tax		(21)			107		6,000	207
Net earnings	$ 4,546	$ 10,423	$ 12,187	$ 4,546	$ 6,601	$ 3,793	$ 22,610	$ 10,394
Weighted average shares outstanding - Class A and B [Abstract]
Basic (in shares)		50,532			50,247		50,478	50,188
Impact of non-vested restricted shares and performance-based restricted stock units (in shares)		159			216		179	249
Adjusted weighted average shares outstanding - Class A and B (in shares)		50,691			50,463		50,657	50,437
Basic - Class A and B common stock: [Abstract]
Continuing operations (in dollars per share)		$ 0.21			$ 0.13		$ 0.33	$ 0.21
Discontinued operations (in dollars per share)		$ 0			$ 0		$ 0.12	$ 0
Net earnings per share - basic (in dollars per share)		$ 0.21			$ 0.13		$ 0.45	$ 0.21
Diluted - Class A and B common stock: [Abstract]
Continuing operations (in dollars per share)		$ 0.21			$ 0.13		$ 0.33	$ 0.21
Discontinued operations (in dollars per share)		$ 0			$ 0		$ 0.12	$ 0
Net earnings per share - diluted (in dollars per share)		$ 0.21			$ 0.13		$ 0.45	$ 0.21

XML

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended						6 Months Ended
	Jun. 29, 2014		Mar. 30, 2014	Jun. 30, 2013		Mar. 31, 2013	Jun. 29, 2014		Jun. 30, 2013
Changes in accumulated other comprehensive loss [Roll Forward]
Beginning balance	$ (39,369)		$ (39,654)	$ (55,348)		$ (55,739)	$ (39,654)		$ (55,739)
Net actuarial gain and amounts reclassified from accumulated other comprehensive loss	289		285	390		391
Ending balance	(39,080)		(39,369)	(54,958)		(55,348)	(39,080)		(54,958)
Reclassification of accumulated other comprehensive loss [Abstract]
Selling and administrative expenses	33,132			32,435			63,882		64,907
Total reclassifications for the period	(289)		(285)	(390)		(391)
Defined Benefit Pension and Postretirement Plans [Member]
Changes in accumulated other comprehensive loss [Roll Forward]
Beginning balance	(39,369)		(39,654)	(55,348)		(55,739)	(39,654)		(55,739)
Net actuarial gain and amounts reclassified from accumulated other comprehensive loss	289		285	390		391
Ending balance	(39,080)		(39,369)	(54,958)		(55,348)	(39,080)		(54,958)
Reclassification of accumulated other comprehensive loss [Abstract]
Total reclassifications for the period	(289)		(285)	(390)		(391)
Defined Benefit Pension and Postretirement Plans [Member] | Amounts reclassified from accumulated other comprehensive income to: [Member]
Changes in accumulated other comprehensive loss [Roll Forward]
Net actuarial gain and amounts reclassified from accumulated other comprehensive loss	289			390			574		781
Reclassification of accumulated other comprehensive loss [Abstract]
Prior service cost and unrecognized loss	(473)	[1]		(639)	[1]		(946)	[2]	(1,278)	[2]
Selling and administrative expenses	193			243			379		474
Income tax expense	184			249			372		497
Total reclassifications for the period	(289)			(390)			(574)		(781)
Defined Benefit Pension and Postretirement Plans [Member] | Amounts reclassified from accumulated other comprehensive income to: [Member] | Television [Member]
Reclassification of accumulated other comprehensive loss [Abstract]
Selling and administrative expenses	47			65			99		130
Defined Benefit Pension and Postretirement Plans [Member] | Amounts reclassified from accumulated other comprehensive income to: [Member] | Radio [Member]
Reclassification of accumulated other comprehensive loss [Abstract]
Selling and administrative expenses	21			43			45		86
Defined Benefit Pension and Postretirement Plans [Member] | Amounts reclassified from accumulated other comprehensive income to: [Member] | Publishing [Member]
Reclassification of accumulated other comprehensive loss [Abstract]
Selling and administrative expenses	$ 212			$ 288			$ 423		$ 588

[1] These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost. See Note 14 "Employee Benefit Plans" for more information. Of the costs for the second quarter ended June 29, 2014, $47 is included in television operating costs and expenses, $21 is included in radio operating costs and expenses, $212 is included in publishing operating costs and expenses, and $193 is included in selling and administrative expenses. Of the costs for the second quarter ended June 30, 2013, $65 is included in television operating costs and expenses, $43 is included in radio operating costs and expenses, $288 is included in publishing operating costs and expenses, and $243 is included in selling and administrative expenses.

[2] These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost. See Note 14 "Employee Benefit Plans" for more information. Of the costs for the two quarters ended June 29, 2014, $99 is included in television operating costs and expenses, $45 is included in radio operating costs and expenses, $423 is included in publishing operating costs and expenses, and $379 is included in selling and administrative expenses. Of the costs for the two quarters ended June 30, 2013, $130 is included in television operating costs and expenses, $86 is included in radio operating costs and expenses, $588 is included in publishing operating costs and expenses, and $474 is included in selling and administrative expenses.

XML

INCOME TAXES (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2014 Jurisdiction
Income Tax Contingency [Line Items]
Number of state and local jurisdictions	14
Unrecognized tax benefits that would impact effective tax rate	$ 727
Accrued income tax expense and penalties	256
Interest on income taxes expense	6
Unrecognized tax benefits and related interest to be recognized due to settlements with income tax authorities	983
Unrecognized tax benefits and related interest to be recognized due to settlements with income tax authorities period	12 months
Tax refund case refunds	$ 1,411
Federal Jurisdiction [Member]
Income Tax Contingency [Line Items]
Statute of limitations for assessing additional taxes	3 years
State and Local Jurisdiction [Member] | Minimum [Member]
Income Tax Contingency [Line Items]
Statute of limitations for assessing additional taxes	3 years
State and Local Jurisdiction [Member] | Maximum [Member]
Income Tax Contingency [Line Items]
Statute of limitations for assessing additional taxes	4 years

XML

SEGMENT REPORTING (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014 Business Station	Jun. 30, 2013	Jun. 29, 2014 State Segment Station Business	Jun. 30, 2013	Dec. 29, 2013
Segment Reporting Information [Line Items]
Number of primary businesses	2		2
Number of reportable segments			4
Number of television stations			14
Number of radio stations	35		35
Number of states where broadcasting segment operates			8
Summarization of revenue, operating earnings (loss), depreciation and amortization and capital expenditures and identifiable total assets [Abstract]
Revenue	$ 104,699	$ 99,778	$ 201,311	$ 192,981
Operating earnings (loss)	17,444	12,976	29,413	21,305
Depreciation and amortization	5,447	5,651	11,021	11,355
Capital expenditures	2,900	3,044	4,005	5,529
Identifiable total assets	572,158		572,158		596,018
Television [Member]
Summarization of revenue, operating earnings (loss), depreciation and amortization and capital expenditures and identifiable total assets [Abstract]
Revenue	46,947	41,617	92,916	82,428
Operating earnings (loss)	12,725	8,373	23,903	15,345
Depreciation and amortization	3,187	3,186	6,439	6,422
Capital expenditures	1,926	1,574	2,750	3,203
Identifiable total assets	344,524		344,524		356,032
Radio [Member]
Summarization of revenue, operating earnings (loss), depreciation and amortization and capital expenditures and identifiable total assets [Abstract]
Revenue	20,179	19,854	35,405	35,720
Operating earnings (loss)	4,055	3,818	6,188	6,240
Depreciation and amortization	502	554	974	1,103
Capital expenditures	562	255	769	361
Identifiable total assets	110,952		110,952		111,473
Publishing [Member]
Summarization of revenue, operating earnings (loss), depreciation and amortization and capital expenditures and identifiable total assets [Abstract]
Revenue	37,636	38,398	73,236	74,978
Operating earnings (loss)	2,632	3,065	3,229	3,938
Depreciation and amortization	1,640	1,738	3,372	3,485
Capital expenditures	406	1,185	480	1,933
Identifiable total assets	91,110		91,110		96,991
Corporate Eliminations [Member]
Summarization of revenue, operating earnings (loss), depreciation and amortization and capital expenditures and identifiable total assets [Abstract]
Revenue	(63)	(91)	(246)	(145)
Corporate [Member]
Summarization of revenue, operating earnings (loss), depreciation and amortization and capital expenditures and identifiable total assets [Abstract]
Operating earnings (loss)	(1,968)	(2,280)	(3,907)	(4,218)
Depreciation and amortization	118	173	236	345
Capital expenditures	6	30	6	32
Corporate And Discontinued Operations [Member]
Summarization of revenue, operating earnings (loss), depreciation and amortization and capital expenditures and identifiable total assets [Abstract]
Identifiable total assets	$ 25,572		$ 25,572		$ 31,522

XML

DISCONTINUED OPERATIONS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013	Dec. 29, 2013
KMIR-TV and My 13 KPSE-TV [Member]
Discontinued Operations [Line Items]
Proceeds from sale of businesses	$ 17,000
Pre-tax gain on the sale	10,177
Palm Springs [Member]
Revenue and Earnings [Abstract]
Revenue	0	1,433	48	2,925
Earnings (Loss) before income taxes	(36)	136	10,063	263
Assets [Abstract]
Cash and cash equivalents					1
Receivables, net					1,149
Prepaid expenses and other current assets					11
Program and barter rights					620
Deferred income taxes					713
Property and equipment, net					1,852
Network affiliations, net					1,935
Income tax receivable					767
Total assets					7,048
Liabilities [Abstract]
Accounts payable					37
Accrued compensation					133
Deferred revenue					57
Syndicated programs					640
Other current liabilities					18
Total liabilities					$ 885

XML

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 29, 2014

GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract]

Gross Carrying Amount, Definite-lived Intangible Assets

The gross carrying amount, accumulated amortization and net carrying amount of the major classes of definite-lived intangible assets as of June 29, 2014 and December 29, 2013 are as follows:

	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
June 29, 2014
Network affiliation agreements	$	66,078	$	(11,226	)	$	54,852
Customer lists		4,149		(3,721	)		428
Other		2,726		(1,656	)		1,070
Total	$	72,953	$	(16,603	)	$	56,350
December 29, 2013
Network affiliation agreements	$	66,078	$	(9,905	)	$	56,173
Customer lists		4,149		(3,661	)		488
Other		2,726		(1,624	)		1,102
Total	$	72,953	$	(15,190	)	$	57,763

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STOCK-BASED COMPENSATION

6 Months Ended

Jun. 29, 2014

STOCK-BASED COMPENSATION [Abstract]

STOCK-BASED COMPENSATION

16 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 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 June 29, 2014, there were 2,034 shares available for issuance under the 2007 Plan.

During the second quarter and two quarters ended June 29, 2014 we recognized $652 and $1,221 in stock-based compensation expense.  Total income tax benefit recognized related to stock-based compensation for the second quarter  and two quarters ended June 29, 2014 was $223 and $458.  During the second quarter and two quarters ended June 30, 2013, we recognized $722 and $1,292 in stock-based compensation expense.  The total income tax benefit recognized related to stock-based compensation for the second quarter and two quarters ended June 30, 2013 was $289 and $517.  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 June 29, 2014, total unrecognized compensation cost related to stock-based compensation awards was $2,348, net of estimated forfeitures, which we expect to recognize over a weighted average period of 1.3 years.  Stock-based compensation expense is reported in selling and administrative expenses in our condensed consolidated statements of operations.

Stock Grants

The compensation committee of our board of directors has granted class B common stock to employees and non-employee directors under 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 may 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 the second quarter of 2014 is:

	Shares			WeightedAverageGrant DateFair Value
Non-vested at December 29, 2013		435		$	5.58
Granted		158			9.10
Vested		(230	)		6.23
Forfeited		(19	)		6.52
Non-vested at June 29, 2014		344		$	7.06

Our non-vested restricted stock grants vest from one to four years from the grant date.  The total grant date fair value of shares vesting during the two quarters of 2014 was $1,432.  There was an aggregate of 225 unrestricted and non-vested restricted stock grants issued to our non-employee directors (53 shares) and employees (172 shares) in the two quarters of 2013 at a weighted average fair value of $6.39 per share, of which 55 of the non-vested restricted shares have since vested.

Performance Units

In the first quarters of 2012, 2013 and 2014, the compensation committee of our board of directors approved the grant of performance-based restricted stock units (performance units) under our 2007 Plan, which represent the right to earn shares of class B common stock based on continued employment and the achievement of specified targets for adjusted cumulative EBITDA over specified fiscal year performance periods.  We value performance unit awards at the closing market price of our class A common stock on the grant date.

A summary of stock grant activity during the two quarters of 2014 is:

	Shares		WeightedAverageGrant DateFair Value
Non-vested at December 29, 2013		151	$	5.95
Granted		48		9.47
Vested		-		-
Forfeited		-		-
Non-vested at June 29, 2014		199	$	6.80

Stock Appreciation Rights

A stock appreciation right, or SAR, is an award granted under our 2007 Plan and 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 the second quarter of 2014 is:

	SARS		WeightedAverageExercise Price		WeightedAverageContractual TermRemaining (years)
Outstanding and exercisable at December 29, 2013		742	$	13.30		3.9
Granted		-
Exercised		-
Forfeited		-
Expired		-
Outstanding and exercisable at June 29, 2014		742	$	13.30		2.9

All SARs have vested.  The aggregate intrinsic value of the SARS outstanding and exercisable at the end of the second quarter of 2014 is $31.

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 shares of our class B common stock are authorized for sale under this plan.  There were 16 class B common shares sold to employees under this plan in the two quarters of 2014 at a weighted average fair value of $8.38.  As of June 29, 2014, there are 2,146 shares available for sale under the plan.

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EMPLOYEE BENEFIT PLANS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Amortization of [Abstract]
Employer contributions to defined benefit pension plan			$ 197
Pension Benefits [Member]
Components of net periodic benefit (income) costs for our defined benefit and non-qualified pension plans and our postretirement health benefit plan [Abstract]
Interest cost	1,898	1,753	3,797	3,506
Expected return on plan assets	(1,755)	(1,831)	(3,511)	(3,662)
Amortization of [Abstract]
Unrecognized prior service cost	(2)	(2)	(5)	(5)
Unrecognized net loss	530	696	1,061	1,393
Net periodic benefit cost included in total operating costs and expenses and selling and administrative expenses	671	616	1,342	1,232
Other Postretirement Benefits [Member]
Components of net periodic benefit (income) costs for our defined benefit and non-qualified pension plans and our postretirement health benefit plan [Abstract]
Service cost	14	14	28	28
Interest cost	109	95	218	190
Amortization of [Abstract]
Unrecognized prior service cost	(55)	(55)	(110)	(110)
Net periodic benefit cost included in total operating costs and expenses and selling and administrative expenses	68	54	136	108
Unfunded Non-Qualified Pension Plan [Member]
Amortization of [Abstract]
Expected future benefit payments in the remainder of fiscal year	$ 491		$ 491

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INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Dec. 29, 2013
Inventory, net [Abstract]
Paper and supplies	$ 1,891	$ 2,224
Work in process	29	59
Less obsolescence reserve	(92)	(92)
Inventories, net	$ 1,828	$ 2,191

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

6 Months Ended

Jun. 29, 2014

ACCUMULATED OTHER COMPREHENSIVE LOSS [Abstract]

Changes in Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component, net of tax, for the two quarters of 2014 and 2013 are as follows:

	Defined Benefit Pension and Postretirement Plans			Total
Balance as of December 29, 2013	$	(39,654	)	$	(39,654	)
Amounts reclassified from accumulated other comprehensive loss		285			285
Balance as of March 30, 2014	$	(39,369	)	$	(39,369	)
Amounts reclassified from accumulated other comprehensive loss		289			289
Balance as of June 29, 2014	$	(39,080	)	$	(39,080	)

	Defined Benefit Pension and Postretirement Plans			Total
Balance as of December 30, 2012	$	(55,739	)	$	(55,739	)
Amounts reclassified from accumulated other comprehensive loss		391			391
Balance as of March 31, 2013	$	(55,348	)	$	(55,348	)
Amounts reclassified from accumulated other comprehensive loss		390			390
Balance as of June 30, 2013	$	(54,958	)	$	(54,958	)

Reclassification of Accumulated Other Comprehensive Loss

The reclassification of accumulated other comprehensive loss for the second quarter of 2014 and 2013 is as follows:

	Amount Reclassified from Accumulated Other Comprehensive Loss
	Second Quarter Ended
	June 29, 2014				June 30, 2013
Amortization of defined benefit pension and postretirement plan items:
Prior service cost and unrecognized loss (1)		$	(473	)		$	(639	)
Income tax expense			184				249
Total reclassifications for the period		$	(289	)		$	(390	)

(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost.  See Note 14 “Employee Benefit Plans” for more information.  Of the costs for the second quarter ended June 29, 2014, $47 is included in television operating costs and expenses, $21 is included in radio operating costs and expenses, $212 is included in publishing operating costs and expenses, and $193 is included in selling and administrative expenses.  Of the costs for the second quarter ended June 30, 2013, $65 is included in television operating costs and expenses, $43 is included in radio operating costs and expenses, $288 is included in publishing operating costs and expenses, and $243 is included in selling and administrative expenses.

The reclassification of accumulated other comprehensive loss for the two quarters of 2014 and 2013 is as follows:

	Amount Reclassified from Accumulated Other Comprehensive Loss
	Two Quarters Ended
	June 29, 2014				June 30, 2013
Amortization of defined benefit pension and postretirement plan items:
Prior service cost and unrecognized loss (1)		$	(946	)		$	(1,278	)
Income tax expense			372				497
Total reclassifications for the period		$	(574	)		$	(781	)

(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost.  See Note 14 “Employee Benefit Plans” for more information.  Of the costs for the two quarters ended June 29, 2014, $99 is included in television operating costs and expenses, $45 is included in radio operating costs and expenses, $423 is included in publishing operating costs and expenses, and $379 is included in selling and administrative expenses.  Of the costs for the two quarters ended June 30, 2013, $130 is included in television operating costs and expenses, $86 is included in radio operating costs and expenses, $588 is included in publishing operating costs and expenses, and $474 is included in selling and administrative expenses.

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STOCK-BASED COMPENSATION (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended			6 Months Ended				3 Months Ended	6 Months Ended	12 Months Ended	3 Months Ended				3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014 Common Stock Class A and B [Member]	Jun. 29, 2014 Restricted Stock [Member]	Jun. 29, 2014 Restricted Stock [Member] Minimum [Member]	Jun. 29, 2014 Restricted Stock [Member] Maximum [Member]	Jun. 29, 2014 Performance Units [Member]	Jun. 29, 2014 Stock Appreciation Rights [Member]	Jun. 29, 2014 Stock Appreciation Rights [Member]	Dec. 29, 2013 Stock Appreciation Rights [Member]	Jun. 30, 2013 Unrestricted and Non-Vested Restricted Stock Grants [Member]	Jun. 30, 2013 Unrestricted and Non-Vested Restricted Stock Grants [Member] Non-Employee Directors [Member]	Jun. 30, 2013 Unrestricted and Non-Vested Restricted Stock Grants [Member] Employees [Member]	Jun. 29, 2014 2007 Journal Communications, Inc. Omnibus Incentive Plan [Member]	Jun. 29, 2014 Employee Stock Purchase Plan [Member]	Jun. 29, 2014 Employee Stock Purchase Plan [Member] Class B Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance (in shares)					4,800											2,034	2,146
Stock-based compensation expense	$ 652	$ 722	$ 1,221	$ 1,292
Total income tax benefit recognized related to stock-based compensation	223	289	458	517
Total unrecognized compensation cost related to stock-based compensation awards	2,348		2,348
Total unrecognized compensation cost, period for recognition			1 year 3 months 18 days
Shares [Abstract]
Non-vested at beginning of period (in shares)						435			151
Granted (in shares)						158			48		0		225	53	172			16
Vested (in shares)						(230)			0				(55)
Forfeited (in shares)						(19)			0		0
Non-vested at end of period (in shares)						344			199
Weighted Average Fair Value [Abstract]
Non-vested at beginning of period (in dollars per share)						$ 5.58			$ 5.95
Granted (in dollars per share)						$ 9.10			$ 9.47				$ 6.39					$ 8.38
Vested (in dollars per share)						$ 6.23			$ 0
Forfeited (in dollars per share)						$ 6.52			$ 0
Non-vested at end of period (in dollars per share)						$ 7.06			$ 6.80
Award vesting period							1 year	4 years			3 years
Total fair value of shares vesting						1,432
Stock appreciation rights [Abstract]
Term during which any SAR may be exercised											10 years
Escalating price per year on outstanding stock based payment awards (in hundredths)											6.00%
SAR [Abstract]
Outstanding and exercisable at beginning of period (in shares)											742
Granted (in shares)						158			48		0		225	53	172			16
Exercised (in shares)											0
Forfeited (in shares)						19			0		0
Expired (in shares)											0
Outstanding and exercisable (in shares)										742	742	742
Weighted Average Exercise Price [Abstract]
Outstanding and exercisable (in dollars per share)											$ 13.30
Outstanding and exercisable (in dollars per share)										$ 13.30	$ 13.30	$ 13.30
Weighted Average Contractual Term Remaining (years) [Abstract]
Outstanding and exercisable at beginning of period										2 years 10 months 24 days		3 years 10 months 24 days
Outstanding and exercisable at end of period										2 years 10 months 24 days		3 years 10 months 24 days
Aggregate intrinsic value of the SARs outstanding and exercisable										$ 31	$ 31
Purchase price of common stock percent (in hundredths)																	90.00%
Employee stock purchase plan discount percent (in hundredths)																	10.00%
Common stock authorized for sale under the plan (in shares)																		3,000

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WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2014
Restructuring Reserve [Roll Forward]
Balance as of December 29, 2013	$ 373
Charge for Separation Benefits	613
Payments for Separation Benefits	(351)
Balance as of June 29, 2014	635
Television [Member]
Restructuring Reserve [Roll Forward]
Balance as of December 29, 2013	43
Charge for Separation Benefits	3
Payments for Separation Benefits	(46)
Balance as of June 29, 2014	0
Radio [Member]
Restructuring Reserve [Roll Forward]
Balance as of December 29, 2013	0
Charge for Separation Benefits	11
Payments for Separation Benefits	(11)
Balance as of June 29, 2014	0
Publishing [Member]
Restructuring Reserve [Roll Forward]
Balance as of December 29, 2013	330
Charge for Separation Benefits	599
Payments for Separation Benefits	(294)
Balance as of June 29, 2014	$ 635

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Unaudited Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Cash flow from operating activities:
Net earnings	$ 22,610	$ 10,394
Less earnings from discontinued operations	6,000	207
Earnings from continuing operations	16,610	10,187
Adjustments for non-cash items:
Depreciation	9,608	9,923
Amortization	1,413	1,432
Provision for doubtful accounts	198	132
Deferred income taxes	3,952	5,359
Non-cash stock-based compensation	1,221	1,292
Net (gain) loss from disposal of assets	(95)	(27)
Impairment of long-lived assets	0	238
Net changes in operating assets and liabilities, excluding effect of sales and acquisitions:
Receivables	2,765	2,962
Inventories	363	245
Accounts payable	1,074	(3,686)
Other assets and liabilities	533	(3,668)
NET CASH PROVIDED BY OPERATING ACTIVITIES	37,642	24,389
Cash flow from investing activities:
Capital expenditures for property and equipment	(4,005)	(5,529)
Proceeds from sales of assets	131	28
Acquisition of business	0	(5,655)
NET CASH USED FOR INVESTING ACTIVITIES	(3,874)	(11,156)
Cash flow from financing activities:
Proceeds from long-term notes payable to banks	113,130	96,565
Payments on long-term notes payable to banks	(163,705)	(111,210)
Principal payments under capital lease obligations	(39)	(31)
Proceeds from issuance of common stock, net	135	129
Income tax benefits from vesting of restricted stock	229	65
NET CASH USED FOR FINANCING ACTIVITIES	(50,250)	(14,482)
Cash flow from discontinued operations:
Net operating activities	(248)	768
Net investing activities	16,574	(51)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS	16,326	717
NET DECREASE IN CASH AND CASH EQUIVALENTS	(156)	(532)
Cash and cash equivalents:
Beginning of year	1,912	2,429
At June 29, 2014 and June 30, 2013	$ 1,756	$ 1,897

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RECEIVABLES (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended				12 Months Ended
	Jun. 29, 2014	Dec. 29, 2013	Dec. 30, 2012 Notes Receivable [Member]	Jun. 29, 2014 Notes Receivable [Member]	Dec. 29, 2013 Notes Receivable [Member]	Dec. 30, 2012 Promissory Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ 2,284	$ 1,688
Note receivable				384	524	772
Bearing interest rate (in hundredths)						3.00%
Promissory note repayable period						3 years
Notes receivable estimated fair value			$ 738
Discounted rate of note estimated fair value (in hundredths)	3.08%	3.36%	6.25%

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 29, 2014

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

20 SUBSEQUENT EVENTS

On July 30, 2014, we entered into an agreement with The E.W. Scripps Company (“Scripps”) to merge our broadcast operations and spin-off and then merge our newspaper businesses, creating two separately traded public companies. The merged broadcast and digital media company, based in Cincinnati, Ohio, will retain the Scripps name.  The newspaper company will be called Journal Media Group and will combine Scripps’ daily newspapers, community publications and related digital products in 13 markets with Journal Communications’ Milwaukee Journal Sentinel, Wisconsin community publications and affiliated digital products. The company will be headquartered in Milwaukee, Wisconsin.

In connection with the transactions, each share of our then outstanding class A and class B common stock will receive 0.5176 Scripps class A common shares and 0.1950 shares of Journal Media Group common stock, and each Scripps class A common share and common voting share then outstanding will receive 0.2500 shares of Journal Media Group common stock.  Immediately following consummation of the transactions, holders of our common stock will own approximately 41.00% of the common shares of Journal Media Group and approximately 31.00% of the common shares of Scripps, in the form of Scripps class A common shares.   Scripps shareholders will retain approximately 69.00% ownership in Scripps, with the Scripps family retaining its controlling interest in  Scripps  through its ownership of common voting shares.  Scripps shareholders will own approximately 59.00% of the common shares of Journal Media Group. Journal Media Group will have one class of stock and no controlling shareholder.

Costs related to this transaction were $315 in the second quarter of 2014.

The boards of directors of both companies have approved the transactions, which are subject to customary regulatory and shareholder approvals. The deal is expected to close in 2015.

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SEGMENT REPORTING

6 Months Ended

Jun. 29, 2014

SEGMENT REPORTING [Abstract]

SEGMENT REPORTING

19 SEGMENT REPORTING

Effective January 22, 2014, we made an organizational change to our leadership team in our broadcasting segment reflecting focus on our two primary businesses:  television and radio.  As a result of this organizational change, we now have four reportable segments: television, radio, publishing and corporate.  Prior periods have been updated to reflect our new segment structure.

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) television; (ii) radio; (iii) publishing; and (iv) corporate.  Our television segment consists of 14 television stations in 8 states that we own or provide services to. Our radio segment consists of 35 radio stations in 8 states.  Our publishing segment consists of the Milwaukee Journal Sentinel, which serves as the only major daily newspaper for the Milwaukee metropolitan area, and a number of community publications, primarily in southeastern Wisconsin.  Our corporate segment consists of unallocated corporate expenses and revenue eliminations.

The following tables summarize revenue, operating earnings (loss), depreciation and amortization, and capital expenditures for the second quarter and two quarters ended June 29, 2014 and June 30, 2013 and identifiable total assets as of June 29, 2014 and December 29, 2013:

	Second Quarter Ended						Two Quarters Ended
	June 29, 2014			June 30, 2013			June 29, 2014			June 30, 2013
Revenue
Television	$	46,947		$	41,617		$	92,916		$	82,428
Radio		20,179			19,854			35,405			35,720
Publishing		37,636			38,398			73,236			74,978
Corporate eliminations		(63	)		(91	)		(246	)		(145	)
	$	104,699		$	99,778		$	201,311		$	192,981
Operating earnings (loss)
Television	$	12,725		$	8,373		$	23,903		$	15,345
Radio		4,055			3,818			6,188			6,240
Publishing		2,632			3,065			3,229			3,938
Corporate		(1,968	)		(2,280	)		(3,907	)		(4,218	)
	$	17,444		$	12,976		$	29,413		$	21,305
Depreciation and amortization
Television	$	3,187		$	3,186		$	6,439		$	6,422
Radio		502			554			974			1,103
Publishing		1,640			1,738			3,372			3,485
Corporate		118			173			236			345
	$	5,447		$	5,651		$	11,021		$	11,355
Capital expenditures
Television	$	1,926		$	1,574		$	2,750		$	3,203
Radio		562			255			769			361
Publishing		406			1,185			480			1,933
Corporate		6			30			6			32
	$	2,900		$	3,044		$	4,005		$	5,529

	June 29, 2014		December 29, 2013
Identifiable total assets
Television	$	344,524	$	356,032
Radio		110,952		111,473
Publishing		91,110		96,991
Corporate & discontinued operations		25,572		31,522
	$	572,158	$	596,018

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SUBSEQUENT EVENTS (Details) (USD $) In Thousands, except Share data, unless otherwise specified		1 Months Ended
	Jun. 29, 2014 Journal Media Group [Member]	Jul. 30, 2014 Subsequent Event [Member] Journal Media Group [Member] Market	Jul. 30, 2014 Subsequent Event [Member] Journal Communications Class A and Class B Shareholders [Member] Journal Media Group [Member]	Jul. 30, 2014 Subsequent Event [Member] Journal Communications Class A and Class B Shareholders [Member] Journal Media Group [Member] Common Stock [Member]	Jul. 30, 2014 Subsequent Event [Member] Scripps Shareholders [Member] Journal Media Group [Member]	Jul. 30, 2014 Subsequent Event [Member] Scripps Shareholders [Member] Journal Media Group [Member] Common Stock [Member]	Jul. 30, 2014 Subsequent Event [Member] Scripps [Member] Journal Communications Class A and Class B Shareholders [Member]	Jul. 30, 2014 Subsequent Event [Member] Scripps [Member] Journal Communications Class A and Class B Shareholders [Member] Class A Common Stock [Member]	Jul. 30, 2014 Subsequent Event [Member] Scripps [Member] Scripps Shareholders [Member]
Subsequent Event [Line Items]
Number of markets		13
Shares to be received (in shares)				0.1950		0.2500		0.5176
Percentage of shares owned (in hundredths)			41.00%		59.00%		31.00%		69.00%
Transaction costs	$ 315

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IMPAIRMENT OF LONG-LIVED ASSETS (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended		3 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Mar. 31, 2013 Radio Broadcasting [Member]
Impairment of Long-Lived Assets [Line Items]
Impairment of long-lived assets	$ 0	$ 238	$ 238

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ACCOUNTING PERIODS (Policies)

6 Months Ended

Jun. 29, 2014

ACCOUNTING PERIODS [Abstract]

Fiscal Period [Policy Text Block]

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 13 weeks and ending on a Sunday, provided that once every six years, the fourth quarterly reporting period will be 14 weeks.

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NEW ACCOUNTING STANDARDS (Policies)

6 Months Ended

Jun. 29, 2014

NEW ACCOUNTING STANDARDS [Abstract]

New Accounting Standards

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-08 (ASU 2014-08) “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.”  ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.  It is effective for annual periods beginning on or after December 15, 2014.  Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-12 (ASU 2014-12) amending the requirement that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

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Unaudited Condensed Consolidated Statements of Equity (USD $) In Thousands, unless otherwise specified	Common Stock [Member] Class B [Member]	Common Stock [Member] Class A [Member]	Additional Paid-in-Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings (Deficit) [Member]	Total
Balance at Mar. 31, 2013	$ 62	$ 440	$ 255,369	$ (55,348)	$ 10,095	$ 210,618
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings					6,601	6,601
Comprehensive income, net of tax				390		390
Issuance of shares:
Conversion of class B to class A	(3)	3				0
Stock grants	1		334			335
Employee stock purchase plan			(11)			(11)
Stock-based compensation			372			372
Income tax benefits from vesting of restricted stock			3			3
Balance at Jun. 30, 2013	60	443	256,067	(54,958)	16,696	218,308
Balance at Dec. 30, 2012	63	438	254,437	(55,739)	6,302	205,501
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings					3,793	3,793
Comprehensive income, net of tax				391		391
Issuance of shares:
Conversion of class B to class A	(3)	2				(1)
Stock grants	2		16			18
Employee stock purchase plan			144			144
Shares withheld from employees for tax withholding			(371)			(371)
Stock-based compensation			553			553
Income tax benefits from vesting of restricted stock			57			57
Other						533
Balance at Mar. 31, 2013	62	440	255,369	(55,348)	10,095	210,618
Balance at Jun. 30, 2013	60	443	256,067	(54,958)	16,696	218,308
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings					4,546	4,546
Comprehensive income, net of tax				391		391
Issuance of shares:
Conversion of class B to class A	(3)	3				0
Stock grants	1		10			11
Employee stock purchase plan			135			135
Shares withheld from employees for tax withholding			(212)			(212)
Stock-based compensation			378			378
Income tax benefits from vesting of restricted stock						(11)
Balance at Sep. 29, 2013
Balance at Dec. 29, 2013	57	447	256,734	(39,654)	32,503	250,087
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings					12,187	12,187
Comprehensive income, net of tax				285		285
Issuance of shares:
Conversion of class B to class A	(1)	1				0
Stock grants	2		7			9
Employee stock purchase plan			150			150
Shares withheld from employees for tax withholding	(1)		(589)			(590)
Stock-based compensation			548			548
Income tax benefits from vesting of restricted stock			227			227
Balance at Mar. 30, 2014	57	448	257,077	(39,369)	44,690	262,903
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings					10,423	10,423
Comprehensive income, net of tax				289		289
Issuance of shares:
Conversion of class B to class A	(1)	1				0
Stock grants			315			315
Shares withheld from employees for tax withholding			(4)			(4)
Stock-based compensation			333			333
Income tax benefits from vesting of restricted stock			2			2
Balance at Jun. 29, 2014	56	449	257,723	(39,080)	55,113	274,261
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings					4,546	4,546
Comprehensive income, net of tax				(391)		(391)
Issuance of shares:
Conversion of class B to class A	(3)	3				0
Stock grants	1		10			11
Employee stock purchase plan			135			135
Shares withheld from employees for tax withholding			(212)			(212)
Stock-based compensation			378			378
Income tax benefits from vesting of restricted stock			(11)			(11)
Balance at Sep. 28, 2014	$ (2)	$ 3	$ 300	$ 391	$ 4,546	$ 5,238

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INVENTORIES (Tables)

6 Months Ended

Jun. 29, 2014

INVENTORIES [Abstract]

Inventories

Inventories are stated at the lower of cost (first in, first out method) or market.  Inventories as of June 29, 2014 and December 29, 2013 consisted of the following:

	June 29, 2014			December 29, 2013
Paper and supplies	$	1,891		$	2,224
Work in process		29			59
Less obsolescence reserve		(92	)		(92	)
Inventories, net	$	1,828		$	2,191

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EARNINGS PER SHARE, Diluted (Details) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 29, 2014	Jun. 29, 2014
Class B [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	344	344
Performance-based Restricted Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	132	132

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RELATED PARTY TRANSACTIONS (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended	6 Months Ended		3 Months Ended	12 Months Ended		0 Months Ended
	Jun. 29, 2014 Unsecured Subordinated Promissory Notes [Member] Note	Dec. 30, 2012 Unsecured Subordinated Promissory Notes [Member] Note	Jun. 29, 2014 Unsecured Subordinated Promissory Notes [Member] Judith Abert Meissner Marital Trust [Member] Note	Jun. 29, 2014 Unsecured Subordinated Promissory Notes [Member] Mr. Meissner [Member] Note	Jun. 29, 2014 Class C [Member]	Dec. 30, 2012 Class C [Member]	Jun. 29, 2014 Class B [Member] Judith Abert Meissner Marital Trust [Member] Minimum [Member]	Sep. 30, 2013 Class B [Member] Subordinated Promissory Notes [Member] Judith Abert Meissner Marital Trust [Member] Minimum [Member] Note
Related Party Transaction [Line Items]
Stock repurchased during period (in shares)					3,264	3,264
Payments for repurchase of common stock					$ 6,246	$ 6,246
Number of promissory notes issued	8	15	1	3				1
Aggregate principal amount of promissory notes		25,599	7,617	752				13,279
Number of promissory notes repaid	7
Aggregate principal amount of promissory notes repaid	9,664
Interest rate of notes issued (in hundredths)		7.25%
Beneficial ownership percentage (in hundredths)							5.00%
Frequency of periodic payment	equal annual installments on September 30 of each of 2014, 2015, 2016, 2017 and 2018
Related party transaction amounts				$ 2,042

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Unaudited Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Dec. 29, 2013
Current assets:
Cash and cash equivalents	$ 1,756	$ 1,912
Receivables, net	64,856	66,670
Inventories, net	1,828	2,191
Prepaid expenses and other current assets	4,451	3,305
Syndicated programs	2,592	2,816
Deferred income taxes	2,274	2,508
Current assets of discontinued operations	0	7,048
TOTAL CURRENT ASSETS	77,757	86,450
Property and equipment, at cost, less accumulated depreciation of $251,666 and $246,531, respectively	154,911	160,549
Syndicated programs	4,131	5,162
Goodwill	121,987	124,702
Broadcast licenses	135,166	135,166
Other intangible assets, net	56,350	57,763
Deferred income taxes	16,263	20,125
Other assets	5,593	6,101
TOTAL ASSETS	572,158	596,018
Current liabilities:
Accounts payable	23,228	22,154
Accrued compensation	8,390	9,134
Accrued employee benefits	5,342	4,865
Deferred revenue	16,058	15,459
Syndicated programs	2,144	2,247
Accrued income taxes	6,209	3,286
Other current liabilities	5,863	5,560
Current portion of unsecured subordinated notes payable	2,656	2,656
Current portion of long-term notes payable to banks	15,000	15,000
Current portion of long-term liabilities	264	276
Current liabilities of discontinued operations	0	885
TOTAL CURRENT LIABILITIES	85,154	81,522
Accrued employee benefits	64,293	64,541
Syndicated programs	4,644	5,741
Long-term notes payable to banks	129,375	179,950
Unsecured subordinated notes payable	10,623	10,623
Other long-term liabilities	3,808	3,554
Equity:
Additional paid-in capital	257,723	256,734
Accumulated other comprehensive loss	(39,080)	(39,654)
Retained earnings	55,113	32,503
TOTAL EQUITY	274,261	250,087
TOTAL LIABILITIES AND EQUITY	572,158	596,018
Class B [Member]
Equity:
Common stock value	56	57
Class A [Member]
Equity:
Common stock value	$ 449	$ 447

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended							3 Months Ended					6 Months Ended				6 Months Ended
	Jun. 29, 2014 Business	Jun. 30, 2013	Jun. 29, 2014 Business	Jun. 30, 2013	Dec. 29, 2013	Jun. 29, 2014 Publishing [Member]	Dec. 29, 2013 Publishing [Member]	Jun. 29, 2014 Broadcasting [Member]	Dec. 29, 2013 Broadcasting [Member]	Mar. 30, 2014 Television [Member]	Jun. 29, 2014 Television [Member]	Dec. 29, 2013 Television [Member]	Jun. 29, 2014 Radio [Member]	Dec. 29, 2013 Radio [Member]	Jun. 29, 2014 Network Affiliation Agreements [Member]	Dec. 29, 2013 Network Affiliation Agreements [Member]	Jun. 29, 2014 Customer Lists [Member]	Dec. 29, 2013 Customer Lists [Member]	Jun. 29, 2014 Customer Lists [Member] Minimum [Member]	Jun. 29, 2014 Customer Lists [Member] Maximum [Member]	Jun. 29, 2014 Trade Names [Member]	Jun. 29, 2014 Other [Member]	Dec. 29, 2013 Other [Member]
Finite-Lived Intangibles [Abstract]
Amortization period															25 years				5 years	15 years	25 years
Amortization expense	$ 704	$ 716	$ 1,413	$ 1,432
Estimated amortization expense for 2014	2,818		2,818
Estimated amortization expense for 2015	2,809		2,809
Estimated amortization expense for 2016	2,809		2,809
Estimated amortization expense for 2017	2,784		2,784
Estimated amortization expense for 2018	2,784		2,784
Gross carrying amount, accumulated amortization and net carrying amount of the major classes of definite-lived intangible assets [Abstract]
Gross Carrying Amount	72,953		72,953		72,953										66,078	66,078	4,149	4,149				2,726	2,726
Accumulated Amortization	(16,603)		(16,603)		(15,190)										(11,226)	(9,905)	(3,721)	(3,661)				(1,656)	(1,624)
Net Carrying Amount	56,350		56,350		57,763										54,852	56,173	428	488				1,070	1,102
Indefinite-lived Intangibles [Abstract]
Net carrying value of broadcast licenses	135,166		135,166		135,166			73,904	61,262
Goodwill [Abstract]
Number of primary businesses	2		2
Goodwill	121,987		121,987		124,702	2,934	2,934				86,044	88,759	33,009	33,009
Goodwill adjustments during the period										(2,715)
Goodwill impairment	$ 0

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Unaudited Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Unaudited Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net earnings	$ 10,423	$ 6,601	$ 22,610	$ 10,394
Other comprehensive income, net of tax:
Change in pension and postretirement liabilities, net of tax of $184, $249, $372, and $497, respectively	289	390	574	781
Comprehensive income	$ 10,712	$ 6,991	$ 23,184	$ 11,175

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WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS (Tables)

6 Months Ended

Jun. 29, 2014

WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS [Abstract]

Ongoing activity of liability for workforce separation benefitsOngoing Activity of Liability for Workforce Separation Benefits

Activity associated with the workforce reduction and business improvements during the two quarters of 2014 is as follows:

	Balance as of December 29, 2013		Charge for Separation Benefits		Payments for SeparationBenefits			Balance as of June 29, 2014
Television	$	43	$	3	$	(46	)	$	-
Radio		-		11		(11	)		-
Publishing		330		599		(294	)		635
Total	$	373	$	613	$	(351	)	$	635

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GUARANTEES

6 Months Ended

Jun. 29, 2014

GUARANTEES [Abstract]

GUARANTEES

13 GUARANTEES

We provided a guarantee to the landlord of our former New England publishing business, which was sold in 2007, with respect to tenant liabilities and obligations associated with a lease which expires in December 2016.  As of June 29, 2014, our potential obligation pursuant to the guarantee was $459, plus costs of collection, attorney fees and other charges incurred if the tenant defaults.  As part of the sales transaction, we received a guarantee from the parent entity of the buyer of our New England business that the buyer will satisfy all the liabilities and obligations of the assigned lease.  In the event that the buyer fails to satisfy its liabilities and obligations and the landlord invokes our guarantee, we have a right to indemnification from the buyer's parent entity.

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 29, 2014

STOCK-BASED COMPENSATION [Abstract]

Summary of Stock Grant Activity

A summary of stock grant activity during the second quarter of 2014 is:

	Shares			WeightedAverageGrant DateFair Value
Non-vested at December 29, 2013		435		$	5.58
Granted		158			9.10
Vested		(230	)		6.23
Forfeited		(19	)		6.52
Non-vested at June 29, 2014		344		$	7.06

Summary of Performance Units Stock Grant Activity

A summary of stock grant activity during the two quarters of 2014 is:

	Shares		WeightedAverageGrant DateFair Value
Non-vested at December 29, 2013		151	$	5.95
Granted		48		9.47
Vested		-		-
Forfeited		-		-
Non-vested at June 29, 2014		199	$	6.80

Summary of SAR Activity

A summary of SAR activity during the second quarter of 2014 is:

	SARS		WeightedAverageExercise Price		WeightedAverageContractual TermRemaining (years)
Outstanding and exercisable at December 29, 2013		742	$	13.30		3.9
Granted		-
Exercised		-
Forfeited		-
Expired		-
Outstanding and exercisable at June 29, 2014		742	$	13.30		2.9

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NOTES PAYABLE

6 Months Ended

Jun. 29, 2014

NOTES PAYABLE [Abstract]

NOTES PAYABLE

15 NOTES PAYABLE

Long-term Notes Payable to Banks

On December 5, 2012, we entered into an amended and restated credit agreement for a secured term loan facility and a secured revolving credit facility with initial aggregate commitments of $350,000, including the term loan commitment of $150,000 and the revolving credit facility commitment of $200,000, both of which mature on December 5, 2017.  The secured term loan facility amortizes at 10% per annum payable quarterly with the balance due at maturity.  As of June 29, 2014, the outstanding principal amount of revolving loans drawn under the credit agreement was $13,125, and the outstanding principal amount of term loans drawn under the credit agreement was $131,250.  Amounts under the secured revolving credit facility may be borrowed, repaid and reborrowed by us from time to time until the maturity date of the revolving loan facility.  Voluntary prepayments and commitment reductions are permitted at any time without fee upon proper notice and subject to a minimum dollar requirement.  Voluntary prepayments of the secured term loan facility represent a permanent reduction in credit available.  At our option, the commitments under the credit agreement may be increased from time to time by an aggregate amount not to exceed $100,000.  The increase option is subject to the satisfaction of certain conditions, including, without limitation, the identification of lenders (which may include existing lenders or new lenders) willing to provide the additional commitments.

Our borrowings under the senior secured credit facility incur interest at either (a) LIBOR plus a margin that ranges from 150.0 basis points to 250.0 basis points, depending on our net debt ratio, or (b) (i) the base rate, which equals the highest of the prime rate set by U.S. Bank National Association, the Federal Funds Rate plus 50.0 basis points or one-month LIBOR plus 100.0 basis points, plus (ii) a margin that ranges from 50.0 basis points to 150.0 basis points, depending on our net debt ratio.  As of June 29, 2014, the pricing spread above LIBOR was 200.0 basis points.

Our obligations under the credit agreement are currently guaranteed by certain of our subsidiaries.  Subject to certain exceptions, the credit agreement is secured by liens on certain of our assets 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 the payment of dividends.  The senior secured credit facilities contain the following financial covenants which remain constant over the term of the agreement:

● A consolidated funded debt ratio of not greater than 3.75-to-1, as of the end of each fiscal quarter, as determined for the four fiscal quarters then ended.  This ratio compares, as of the date of determination, our consolidated funded debt on such date to consolidated EBITDA, defined in the credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals, non-cash charges and certain other adjustments.

● A minimum interest coverage ratio of not less than 3-to-1, as of the end of each fiscal quarter, as determined for the four fiscal quarters then ended.  This ratio compares, for any period, our consolidated EBITDA, defined in the credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals, non-cash charges and certain other adjustments.

As of June 29, 2014 and December 29, 2013, we had borrowings of $144,375 and $194,950, respectively, under our credit facilities at an effective blended interest rate of 2.23% and 2.23%, respectively.  Remaining unamortized fees in connection with the credit facilities of $3,307, which are included in other assets, are being amortized over the term of the senior secured credit facilities using the straight-line method, which is not materially different than the result utilizing the effective interest method.

We estimate the fair value of our senior secured credit facilities at June 29, 2014 to be $140,663, based on discounted cash flows using an interest rate of 3.08%.  We estimated the fair value of our senior secured credit facility at December 29, 2013 to be $187,469, based on discounted cash flows using an interest rate of 3.36%.  Interest rates utilized are estimated based on observed market rates of interest for debt with similar maturities and seniority.  These fair value measurements fall within Level 2 of the fair value hierarchy.

Scheduled remaining minimum principal repayments of the senior secured term loan facility as of June 29, 2014 are $7,500 in 2014, $15,000 in 2015, $15,000 in 2016, and $93,750 in 2017.

Unsecured Subordinated Notes Payable

On August 13, 2012, the Company repurchased all 3,264 outstanding shares of our class C common stock, including all rights associated with such shares of class C common stock, in exchange for $6,246 in cash and the issuance of 15 unsecured subordinated promissory notes with an aggregate principal amount of $25,599 and bearing interest at a rate of 7.25% per annum.  The cash payment equaled the amount of the minimum unpaid and undeclared dividend on the class C common stock through August 12, 2012.

Seven of the subordinated notes, with an aggregate principal amount of approximately $9,664 were repaid through 2013.  On September 30, 2013, we paid the first annual installment on the remaining eight subordinated notes. As of June 29, 2014, the remaining aggregate principal amount of these eight subordinated notes is approximately $13,279. The remaining subordinated notes are payable in equal annual installments on September 30 of each of 2014, 2015, 2016, 2017 and 2018, with no prepayment right.  Interest on the notes is payable quarterly.

We estimate the fair value of the subordinated notes at June 29, 2014 to be $13,600, based on discounted cash flows using an interest rate of 6.88%.  We estimated the fair value of the subordinated notes at December 29, 2013 to be $13,515, based on discounted cash flows using an interest rate of 7.19%.  Interest rates utilized are estimated based on observed market rates of interest for debt with similar maturities and seniority.  These fair value measurements fall within Level 2 of the fair value hierarchy.  As of June 29, 2014, $13,279 of the subordinated notes remains outstanding.

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Unaudited Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Other comprehensive income, net of tax:
Change in pension and postretirement, tax	$ 184	$ 249	$ 372	$ 497

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Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 29, 2014	Dec. 29, 2013
ASSETS
Property and equipment, accumulated depreciation	$ 251,666	$ 246,531
Class B [Member]
Equity:
Common stock authorized (in shares)	120,000,000	120,000,000
Common stock issued (in shares)	5,952,318	6,134,093
Common stock outstanding (in shares)	5,952,318	6,134,093
Class A [Member]
Equity:
Common stock authorized (in shares)	170,000,000	170,000,000
Common stock issued (in shares)	44,940,108	44,669,851
Common stock outstanding (in shares)	44,940,108	44,669,851

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IMPAIRMENT OF LONG-LIVED ASSETS

6 Months Ended

Jun. 29, 2014

IMPAIRMENT OF LONG-LIVED ASSETS [Abstract]

IMPAIRMENT OF LONG-LIVED ASSETS

8 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.  During the first quarter of 2013, we recorded a property impairment charge of $238 at our radio segment, representing the excess of indicated fair value over the carrying value of a building held for sale.  Fair value was determined pursuant to an offer to purchase the property.  This fair value measurement is considered a level 3 measurement under the fair value hierarchy.  The charges were reported in selling and administrative expenses in the consolidated statement of operations.

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Document and Entity Information	6 Months Ended
	Jun. 29, 2014	Jul. 25, 2014 Class A Common Stock [Member]	Jul. 25, 2014 Class B Common Stock [Member]
Entity Information [Line Items]
Entity Registrant Name	JOURNAL COMMUNICATIONS INC
Entity Central Index Key	0001232241
Current Fiscal Year End Date	--12-29
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		44,953,473	5,958,878
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 29, 2014

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GOODWILL AND OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 29, 2014

GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

9 GOODWILL 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 customer lists over a period of five to 15 years, non-compete agreements and franchise agreement fees over the terms of the contracts and trade names over a period of 25 years.  Management determined there were no significant adverse changes in the value of these assets as of June 29, 2014.

Amortization expense was $704 and $1,413 for the second quarter and two quarters ended June 29, 2014, respectively, and $716 and $1,432 for the second quarter and two quarters ended June 30, 2013, respectively.  Estimated amortization expense for our next five fiscal years is $2,818 for 2014, $2,809 for both 2015 and 2016, and $2,784 for both 2017 and 2018.

The gross carrying amount, accumulated amortization and net carrying amount of the major classes of definite-lived intangible assets as of June 29, 2014 and December 29, 2013 are as follows:

	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
June 29, 2014
Network affiliation agreements	$	66,078	$	(11,226	)	$	54,852
Customer lists		4,149		(3,721	)		428
Other		2,726		(1,656	)		1,070
Total	$	72,953	$	(16,603	)	$	56,350
December 29, 2013
Network affiliation agreements	$	66,078	$	(9,905	)	$	56,173
Customer lists		4,149		(3,661	)		488
Other		2,726		(1,624	)		1,102
Total	$	72,953	$	(15,190	)	$	57,763

Indefinite-lived Intangibles

Television and radio 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 television and radio broadcast licenses to continue indefinitely.  The net carrying amount of our television and radio broadcast licenses was $73,904 and $61,262, respectively for both as of  June 29, 2014 and December 29, 2013.

The costs incurred to renew or extend the term of our broadcast licenses and certain customer relationships are expensed as incurred.

Goodwill

In the first quarter of 2014, we made an organizational change to our leadership team in our broadcasting segment reflecting focus on our two primary businesses:  television and radio.  We reallocated goodwill to our television and radio segments based upon the relative fair value of each reporting unit as of December 29, 2013.  We considered this change a triggering event and have determined there was no impairment of goodwill in the first quarter of 2014.

Goodwill recorded at our television, radio and publishing reporting units was $88,759, $33,009 and $2,934, respectively, as of December 29, 2013.  Television goodwill was reduced by $2,715 during the first quarter of 2014, related to the sale of stations KMIR-TV and KPSE-TV in Palm Springs, California.  As of June 29, 2014, we have $86,044 of goodwill recorded at our television reporting unit, $33,009 of goodwill recorded at our radio reporting unit, and $2,934 of goodwill recorded at our publishing reporting unit.  The valuation methodology used to estimate the fair value of our reporting units for purposes of testing goodwill for impairment requires inputs and assumptions (i.e., market growth, operating cash flow margins and discount rates) that reflect current market conditions as well as management judgment.  These assumptions may change due to changes in market conditions and such changes may result in an impairment of our goodwill.

We determined that the fair value of television, radio and publishing segments was significantly in excess of the respective carrying value and that there was no impairment of goodwill in the second quarter of 2014.

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Unaudited Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Revenue:
Total revenue	$ 104,699	$ 99,778	$ 201,311	$ 192,981
Operating costs and expenses:
Operating costs and expenses	54,123	54,367	108,016	106,769
Selling and administrative expenses	33,132	32,435	63,882	64,907
Total operating costs and expenses and selling and administrative expenses	87,255	86,802	171,898	171,676
Operating earnings	17,444	12,976	29,413	21,305
Other income and (expense):
Interest expense	(1,594)	(1,907)	(3,220)	(4,040)
Other	0	(188)	0	(188)
Net total other income and (expense)	(1,594)	(2,095)	(3,220)	(4,228)
Earnings from continuing operations before income taxes	15,850	10,881	26,193	17,077
Provision for income taxes	5,406	4,387	9,583	6,890
Earnings from continuing operations	10,444	6,494	16,610	10,187
Earnings from discontinued operations, net of ($15), $29, $4,093 and $55 applicable income tax provision, respectively	(21)	107	6,000	207
Net earnings	10,423	6,601	22,610	10,394
Basic - Class A and B common stock: [Abstract]
Continuing operations (in dollars per share)	$ 0.21	$ 0.13	$ 0.33	$ 0.21
Discontinued operations (in dollars per share)	$ 0	$ 0	$ 0.12	$ 0
Net earnings per share - basic (in dollars per share)	$ 0.21	$ 0.13	$ 0.45	$ 0.21
Diluted - Class A and B common stock:
Continuing operations (in dollars per share)	$ 0.21	$ 0.13	$ 0.33	$ 0.21
Discontinued operations (in dollars per share)	$ 0	$ 0	$ 0.12	$ 0
Net earnings per share - diluted (in dollars per share)	$ 0.21	$ 0.13	$ 0.45	$ 0.21
Television [Member]
Revenue:
Total revenue	46,947	41,617	92,916	82,428
Operating costs and expenses:
Operating costs and expenses	21,875	20,990	45,087	42,015
Radio [Member]
Revenue:
Total revenue	20,179	19,854	35,405	35,720
Operating costs and expenses:
Operating costs and expenses	8,070	8,216	14,277	14,594
Publishing [Member]
Revenue:
Total revenue	37,636	38,398	73,236	74,978
Operating costs and expenses:
Operating costs and expenses	24,241	25,249	48,898	50,302
Operating earnings	2,632	3,065	3,229	3,938
Corporate Eliminations [Member]
Revenue:
Total revenue	(63)	(91)	(246)	(145)
Operating costs and expenses:
Operating costs and expenses	$ (63)	$ (88)	$ (246)	$ (142)

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NEW ACCOUNTING STANDARDS

6 Months Ended

Jun. 29, 2014

NEW ACCOUNTING STANDARDS [Abstract]

NEW ACCOUNTING STANDARDS

3 NEW ACCOUNTING STANDARDS

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-08 (ASU 2014-08) “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.”  ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.  It is effective for annual periods beginning on or after December 15, 2014.  Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-12 (ASU 2014-12) amending the requirement that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted.  We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements.

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ACCOUNTING PERIODS

6 Months Ended

Jun. 29, 2014

ACCOUNTING PERIODS [Abstract]

ACCOUNTING PERIODS

2 ACCOUNTING PERIODS

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 13 weeks and ending on a Sunday, provided that once every six years, the fourth quarterly reporting period will be 14 weeks.

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EMPLOYEE BENEFIT PLANS

6 Months Ended

Jun. 29, 2014

EMPLOYEE BENEFIT PLANS [Abstract]

EMPLOYEE BENEFIT PLANS

14 EMPLOYEE BENEFIT PLANS

The components of our net periodic benefit costs for our defined benefit and non-qualified pension plans and our postretirement health benefit plan are as follows:

	Pension Benefits								Pension Benefits
	Second Quarter Ended								Two Quarters Ended
	June 29, 2014				June 30, 2013				June 29, 2014				June 30, 2013
Interest cost		$	1,898			$	1,753			$	3,797			$	3,506
Expected return on plan assets			(1,755	)			(1,831	)			(3,511	)			(3,662	)
Amortization of:
Unrecognized prior service cost			(2	)			(2	)			(5	)			(5	)
Unrecognized net loss			530				696				1,061				1,393
Net periodic benefit cost included in total operating costs and expenses and selling and administrative expenses		$	671			$	616			$	1,342			$	1,232

We have generally funded our defined benefit pension plan at the minimum amount required by the Pension Protection Act of 2006.  During the first half of 2014, we contributed $197 to our non-qualified pension plan and did not contribute to our qualified pension plan.  Based on the current projections and after giving effect to our election under the recently enacted Moving Ahead for Progress in the 21st Century Act (MAP-21) pension legislation, we do not expect to contribute to our qualified defined benefit pension plan in 2014.  We expect to contribute a total of $491 to our unfunded, non-qualified pension plan in 2014.

	Other Postretirement Benefits								Other Postretirement Benefits
	Second Quarter Ended								Two Quarters Ended
	June 29, 2014				June 30, 2013				June 29, 2014				June 30, 2013
Service cost		$	14			$	14			$	28		$	28
Interest cost			109				95				218			190
Amortization of:
Unrecognized prior service cost			(55	)			(55	)			(110	)		(110	)
Net periodic benefit cost included in total operating costs and expenses and selling and administrative expenses		$	68			$	54			$	136		$	108

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DISCONTINUED OPERATIONS

6 Months Ended

Jun. 29, 2014

DISCONTINUED OPERATIONS [Abstract]

DISCONTINUED OPERATIONS

10 DISCONTINUED OPERATIONS

On October 4, 2013, our television business agreed to the sale of stations KMIR-TV and KPSE-TV in Palm Springs, California to OTA Broadcasting, LLC, an affiliate of Virginia based OTA Broadcasting, LLC, for $17,000 in cash and certain other contingent considerations.  The transaction closed effective January 1, 2014.  We recorded a pre-tax book gain of $10,177 in the first quarter of 2014.

The following table summarized KMIR-TV and KPSE-TV's revenue and earnings before income taxes as reported in the earnings (loss) from discontinued operations, net of applicable income taxes in the consolidated statements of operations for all periods presented:

	Second Quarter Ended							Two Quarters Ended
	June 29, 2014				June 30, 2013			June 29, 2014			June 30, 2013
Revenue		$	-			$	1,433		$	48		$	2,925
Earnings (loss) before income taxes		$	(36	)		$	136		$	10,063		$	263

There were no assets or liabilities reported as discontinued operations at June 29, 2014.  KMIR-TV and KPSE-TV's current assets and current liabilities reported as discontinued operations in the consolidated balance sheet at December 29, 2013 consisted of the following:

Assets:
Cash and cash equivalents	$	1
Receivables, net		1,149
Prepaid expenses and other current assets		11
Program and barter rights		620
Deferred income taxes		713
Property and equipment, net		1,852
Network affiliations, net		1,935
Income tax receivable		767
Total assets	$	7,048
Liabilities:
Accounts payable	$	37
Accrued compensation		133
Deferred revenue		57
Syndicated programs		640
Other current liabilities		18
Total liabilities	$	885

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INVENTORIES

6 Months Ended

Jun. 29, 2014

INVENTORIES [Abstract]

INVENTORIES

6 INVENTORIES

Inventories are stated at the lower of cost (first in, first out method) or market.  Inventories as of June 29, 2014 and December 29, 2013 consisted of the following:

	June 29, 2014			December 29, 2013
Paper and supplies	$	1,891		$	2,224
Work in process		29			59
Less obsolescence reserve		(92	)		(92	)
Inventories, net	$	1,828		$	2,191

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EARNINGS PER SHARE

6 Months Ended

Jun. 29, 2014

EARNINGS PER SHARE [Abstract]

EARNINGS PER SHARE

4 EARNINGS PER SHARE

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period.  Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average number of common shares outstanding is increased to include the number of additional shares outstanding that would have been outstanding if the potentially dilutive common shares had been issued.

The following table sets forth the computation of basic and diluted earnings per share as of June 29, 2014 and June 30, 2013 for class A and B common stock:

	Second Quarter Ended			Second Quarter Ended		Two Quarters Ended		Two Quarters Ended
	June 29, 2014			June 30, 2013		June 29, 2014		June 30, 2013
Earnings from continuing operations	$	10,444		$	6,494	$	16,610	$	10,187
Earnings from discontinued operations, net of tax		(21	)		107		6,000		207
Net earnings	$	10,423		$	6,601	$	22,610	$	10,394
Weighted average shares outstanding - Class A and B:
Basic		50,532			50,247		50,478		50,188
Impact of non-vested restricted shares and performance-based restricted stock units		159			216		179		249
Adjusted weighted average shares outstanding - Class A and B		50,691			50,463		50,657		50,437
Earnings per share:
Basic - Class A and B common stock:
Continuing operations	$	0.21		$	0.13	$	0.33	$	0.21
Discontinued operations		-			-		0.12		-
Net earnings per share - basic	$	0.21		$	0.13	$	0.45	$	0.21
Diluted - Class A and B common stock:
Continuing operations	$	0.21		$	0.13	$	0.33	$	0.21
Discontinued operations		-			-		0.12		-
Net earnings per share - diluted	$	0.21		$	0.13	$	0.45	$	0.21

For the second quarter  and two quarters of 2014, 344 non-vested restricted class B common shares and 132 performance-based restricted stock units are not included in the computation of diluted earnings per share because they are anti-dilutive.

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VARIABLE INTEREST ENTITY

6 Months Ended

Jun. 29, 2014

VARIABLE INTEREST ENTITY [Abstract]

VARIABLE INTEREST ENTITY

5 VARIABLE INTEREST ENTITY

In March 2014, Journal Broadcast Group entered into agreements with Spartan-TV, L.L.C. ("Spartan"), which is the licensee of television station WHTV in Lansing, Michigan.  Under a joint sales agreement, we sell the advertising time on WHTV and provide sales-related services.  We also provide Spartan with studio and office space to use in the operation of WHTV pursuant to a separate agreement. Spartan maintains complete responsibility for and control over the programming, finances, personnel and operations of WHTV.  We will continue to provide services to WHTV under these agreements until the termination of such agreements.  The initial term of these agreements is three years, unless terminated earlier in accordance with their terms.  In addition, we have an option to purchase the assets and assume the liabilities of WHTV under certain circumstances in the future.  As a result of rule changes recently announced by the FCC relating to joint sales agreements, these agreements will need to be modified or terminated prior to the end of their initial term unless a waiver can be obtained from the FCC.

We have determined that we have a variable interest in WHTV.  We have evaluated our arrangements with Spartan and determined that we are not the primary beneficiary of the variable interests because we do not have the ultimate power to direct the activities that most significantly impact the economic performance of the station, including the establishment of advertising rates, programming and editorial policies.  Therefore, we have not consolidated WHTV under the authoritative guidance related to the consolidation of variable interest entities.

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RECEIVABLES

6 Months Ended

Jun. 29, 2014

RECEIVABLES [Abstract]

RECEIVABLES

7 RECEIVABLES

Our non-interest bearing accounts receivable arise primarily from the sale of advertising, commercial printing, commercial distribution and the retransmission of our television programs by Multichannel Video Programming Distributors (MVPDs).  We record accounts receivable at original invoice amounts.  The accounts receivable balance is reduced by an estimated 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, 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 and/or sales 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 June 29, 2014 and December 29, 2013 was $2,284 and $1,688, respectively.

In partial consideration for the sale of certain publishing assets of Journal Community Publishing Group, Inc. in December 2012, we received a $772 promissory note bearing interest at 3% and repayable over three years.  At the time of the sale, we recorded a $738 receivable representing the estimated fair value of the note discounted at 6.25%.  These fair value measurements fall within Level 2 of the fair value hierarchy.  The notes receivable balance at June 29, 2014 and December 29, 2013 was $384 and $524, respectively.

Interest income and the unamortized discount on our notes receivable are recorded using the effective interest method.

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DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 29, 2014

DISCONTINUED OPERATIONS [Abstract]

Revenue and Earnings Reported as Discontinued Operations

The following table summarized KMIR-TV and KPSE-TV's revenue and earnings before income taxes as reported in the earnings (loss) from discontinued operations, net of applicable income taxes in the consolidated statements of operations for all periods presented:

	Second Quarter Ended							Two Quarters Ended
	June 29, 2014				June 30, 2013			June 29, 2014			June 30, 2013
Revenue		$	-			$	1,433		$	48		$	2,925
Earnings (loss) before income taxes		$	(36	)		$	136		$	10,063		$	263

There were no assets or liabilities reported as discontinued operations at June 29, 2014.  KMIR-TV and KPSE-TV's current assets and current liabilities reported as discontinued operations in the consolidated balance sheet at December 29, 2013 consisted of the following:

Assets:
Cash and cash equivalents	$	1
Receivables, net		1,149
Prepaid expenses and other current assets		11
Program and barter rights		620
Deferred income taxes		713
Property and equipment, net		1,852
Network affiliations, net		1,935
Income tax receivable		767
Total assets	$	7,048
Liabilities:
Accounts payable	$	37
Accrued compensation		133
Deferred revenue		57
Syndicated programs		640
Other current liabilities		18
Total liabilities	$	885

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NOTES PAYABLE (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	0 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended				6 Months Ended
	Jun. 29, 2014 Period	Dec. 29, 2013	Jun. 29, 2014 Class C [Member]	Dec. 30, 2012 Class C [Member]	Aug. 13, 2012 Unsecured Subordinated Notes Payable [Member] Note	Jun. 29, 2014 Unsecured Subordinated Notes Payable [Member] Note	Dec. 29, 2013 Unsecured Subordinated Notes Payable [Member] Note	Jun. 29, 2014 LIBOR [Member] Minimum [Member]	Jun. 29, 2014 LIBOR [Member] Maximum [Member]	Jun. 29, 2014 Secured Debt [Member]	Dec. 05, 2012 Secured Debt [Member]	Jun. 29, 2014 Secured Debt [Member] Minimum [Member]	Jun. 29, 2014 Secured Debt [Member] Maximum [Member]	Jun. 29, 2014 Secured Debt [Member] LIBOR [Member]	Jun. 29, 2014 Secured Debt [Member] Federal Funds Rate [Member]	Jun. 29, 2014 Secured Debt [Member] One Month LIBOR [Member]	Jun. 29, 2014 Term Loan [Member]	Dec. 05, 2012 Term Loan [Member]	Jun. 29, 2014 Revolving Credit Facility [Member]	Dec. 05, 2012 Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Secured credit facility											$ 350,000							$ 150,000		$ 200,000
Expiration date of secured credit facility	Dec. 05, 2017
Secured term loan facility amortized percentage (in hundredths)	10.00%
Long-term Line of Credit																	131,250		13,125
Incremental commitments, maximum										100,000
Description of variable rate basis														LIBOR	Federal Funds Rate	one-month LIBOR
Debt instruments basis spread on variable rate (in hundredths)								1.50%	2.50%			0.50%	1.50%	2.00%	0.50%	1.00%
Consolidated funded debt ratio of financial covenant as a multiple	3.75
Minimum interest coverage ratio of financial covenant as a multiple	3
Fiscal quarter period preceding the date of determination of ratio	4
Borrowings	144,375	194,950
Credit facility's weighted average interest rate (in hundredths)	2.23%	2.23%
Unamortized fees in connection with the credit facility	3,307
Fair value of secured credit facility	140,663	187,469
Discounted cash flows interest rate for fair value of debt (in hundredths)	3.08%	3.36%				6.88%	7.19%
Scheduled minimum repayments of secured loan facility [Abstract]
2014																	7,500
2015																	15,000
2016																	15,000
2017																	93,750
Stock repurchased during period (in shares)			3,264	3,264
Payments for repurchase of common stock			6,246	6,246
Number of promissory notes issued					15
Aggregate principal amount of promissory notes					25,599
Interest rate of notes issued (in hundredths)					7.25%
Number of subordinate notes repaid during the period							7
Note payable repaid during period							9,664
Number of remaining subordinated notes						8
Total remaining principle amount of eight subordinated notes	10,623	10,623				13,279
Fair value of unsecured subordinated notes payable						$ 13,600	$ 13,515

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INCOME TAXES

6 Months Ended

Jun. 29, 2014

INCOME TAXES [Abstract]

INCOME TAXES

12 INCOME TAXES

We file tax returns in the United States federal jurisdiction, as well as in approximately 14 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 2010 through 2012 tax returns are open for federal purposes, and our 2009 through 2012 tax returns remain open for state tax purposes, unless the statute of limitations has been previously extended.  Currently, we are under audit in Illinois for our 2006 and 2007 tax returns.

As of June 29, 2014, our liability for unrecognized tax benefits was $727, which, if recognized, would have an impact on our effective tax rate.  We recognize interest income/expense and penalties related to unrecognized tax benefits in our provision for income taxes.  As of June 29, 2014, we had $256 accrued for interest expense and penalties.  During the second quarter of 2014, we recognized $6 in net tax expense and related interest.

As of June 29, 2014, it is reasonably possible for $983 of unrecognized tax benefits and related interest to be recognized within the next 12 months due to either settlements with taxing authorities or expiration of statutes of limitations. During 2014 we settled two state tax refund cases and recorded refunds totaling $1,411.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 29, 2014

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

17 RELATED PARTY TRANSACTIONS

On August 13, 2012, we repurchased all 3,264 outstanding shares of our class C common stock, all of which were held by Matex Inc., members of the family of our former chairman Harry J. Grant, trusts for the benefit of members of the family, and Proteus Fund, Inc., a non-profit organization.  Pursuant to the terms of the agreement, we paid $6,246 in cash and issued 15 unsecured subordinated promissory notes with an aggregate principal amount of $25,599. The notes bear interest at a rate of 7.25% per annum and interest is payable quarterly. Seven of the subordinated notes, with an aggregate principal amount of approximately $9,664 were repaid in 2012.  On September 30, 2013, we paid the first annual installment on the remaining eight subordinated notes.  As of June 29, 2014, the remaining aggregate principal amount of these eight subordinated notes is approximately $13,279.  The remaining subordinated notes are payable in equal annual installments on September 30 of each of 2014, 2015, 2016, 2017 and 2018, with no prepayment right.  Interest on the notes is payable quarterly.  One of the remaining subordinated notes, with an original principal amount of $7,617, was issued to the Judith Abert Meissner Marital Trust, a beneficial owner of more than 5.0% of the issued and outstanding shares of our class B common stock.  David G. Meissner, a former member of the Board, who did not stand for reelection to the Board of Directors at the 2013 Annual Meeting of Shareholders, is a beneficiary and trustee of this trust.  An additional three of the remaining subordinated notes, with an original aggregate principal amount of $752, were originally issued to trusts for the benefit of Mr. Meissner's children in which Mr. Meissner serves or previously served as trustee.  The cash used for the repurchase and delivered to the Judith Abert Meissner Marital Trust and the trusts for the benefit of Mr. Meissner's children in which Mr. Meissner serves or previously served as trustee was $2,042.

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GUARANTEES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014
GUARANTEES [Abstract]
Potential obligation pursuant to guarantee	$ 459

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VARIABLE INTEREST ENTITY (Details)	3 Months Ended
	Jun. 29, 2014
VARIABLE INTEREST ENTITY [Abstract]
Initial term of agreements	3 years

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Unaudited Condensed Consolidated Statements of Operations (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Unaudited Condensed Consolidated Statements of Operations [Abstract]
Income tax provision (benefit) applied from discontinued operations	$ (15)	$ 29	$ 4,093	$ 55

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BASIS OF PRESENTATION

6 Months Ended

Jun. 29, 2014

BASIS OF PRESENTATION [Abstract]

BASIS OF PRESENTATION

1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by Journal Communications, Inc. and its wholly owned subsidiaries in accordance with U.S. generally accepted accounting principles and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect normal and recurring adjustments, which we believe to be necessary for a fair presentation.  As permitted by these regulations, these statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for annual financial statements.  However, we believe that the disclosures are adequate to make the information presented not misleading.  The condensed consolidated balance sheet at December 29, 2013 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  The operating results for the second quarter and two quarters ended June 29, 2014 are not necessarily indicative of the operating results that may be expected for the fiscal year ending December 28, 2014.  You should read these unaudited condensed consolidated financial statements in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 29, 2013.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

6 Months Ended

Jun. 29, 2014

ACCUMULATED OTHER COMPREHENSIVE LOSS [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

18 ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component, net of tax, for the two quarters of 2014 and 2013 are as follows:

	Defined Benefit Pension and Postretirement Plans			Total
Balance as of December 29, 2013	$	(39,654	)	$	(39,654	)
Amounts reclassified from accumulated other comprehensive loss		285			285
Balance as of March 30, 2014	$	(39,369	)	$	(39,369	)
Amounts reclassified from accumulated other comprehensive loss		289			289
Balance as of June 29, 2014	$	(39,080	)	$	(39,080	)

	Defined Benefit Pension and Postretirement Plans			Total
Balance as of December 30, 2012	$	(55,739	)	$	(55,739	)
Amounts reclassified from accumulated other comprehensive loss		391			391
Balance as of March 31, 2013	$	(55,348	)	$	(55,348	)
Amounts reclassified from accumulated other comprehensive loss		390			390
Balance as of June 30, 2013	$	(54,958	)	$	(54,958	)

The reclassification of accumulated other comprehensive loss for the second quarter of 2014 and 2013 is as follows:

	Amount Reclassified from Accumulated Other Comprehensive Loss
	Second Quarter Ended
	June 29, 2014				June 30, 2013
Amortization of defined benefit pension and postretirement plan items:
Prior service cost and unrecognized loss (1)		$	(473	)		$	(639	)
Income tax expense			184				249
Total reclassifications for the period		$	(289	)		$	(390	)

(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost.  See Note 14 “Employee Benefit Plans” for more information.  Of the costs for the second quarter ended June 29, 2014, $47 is included in television operating costs and expenses, $21 is included in radio operating costs and expenses, $212 is included in publishing operating costs and expenses, and $193 is included in selling and administrative expenses.  Of the costs for the second quarter ended June 30, 2013, $65 is included in television operating costs and expenses, $43 is included in radio operating costs and expenses, $288 is included in publishing operating costs and expenses, and $243 is included in selling and administrative expenses.

The reclassification of accumulated other comprehensive loss for the two quarters of 2014 and 2013 is as follows:

	Amount Reclassified from Accumulated Other Comprehensive Loss
	Two Quarters Ended
	June 29, 2014				June 30, 2013
Amortization of defined benefit pension and postretirement plan items:
Prior service cost and unrecognized loss (1)		$	(946	)		$	(1,278	)
Income tax expense			372				497
Total reclassifications for the period		$	(574	)		$	(781	)

(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost.  See Note 14 “Employee Benefit Plans” for more information.  Of the costs for the two quarters ended June 29, 2014, $99 is included in television operating costs and expenses, $45 is included in radio operating costs and expenses, $423 is included in publishing operating costs and expenses, and $379 is included in selling and administrative expenses.  Of the costs for the two quarters ended June 30, 2013, $130 is included in television operating costs and expenses, $86 is included in radio operating costs and expenses, $588 is included in publishing operating costs and expenses, and $474 is included in selling and administrative expenses.

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SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 29, 2014

SEGMENT REPORTING [Abstract]

Summary of revenue, operating earnings (loss), depreciation and amortization and capital expenditures and identifiable total assets

The following tables summarize revenue, operating earnings (loss), depreciation and amortization, and capital expenditures for the second quarter and two quarters ended June 29, 2014 and June 30, 2013 and identifiable total assets as of June 29, 2014 and December 29, 2013:

	Second Quarter Ended						Two Quarters Ended
	June 29, 2014			June 30, 2013			June 29, 2014			June 30, 2013
Revenue
Television	$	46,947		$	41,617		$	92,916		$	82,428
Radio		20,179			19,854			35,405			35,720
Publishing		37,636			38,398			73,236			74,978
Corporate eliminations		(63	)		(91	)		(246	)		(145	)
	$	104,699		$	99,778		$	201,311		$	192,981
Operating earnings (loss)
Television	$	12,725		$	8,373		$	23,903		$	15,345
Radio		4,055			3,818			6,188			6,240
Publishing		2,632			3,065			3,229			3,938
Corporate		(1,968	)		(2,280	)		(3,907	)		(4,218	)
	$	17,444		$	12,976		$	29,413		$	21,305
Depreciation and amortization
Television	$	3,187		$	3,186		$	6,439		$	6,422
Radio		502			554			974			1,103
Publishing		1,640			1,738			3,372			3,485
Corporate		118			173			236			345
	$	5,447		$	5,651		$	11,021		$	11,355
Capital expenditures
Television	$	1,926		$	1,574		$	2,750		$	3,203
Radio		562			255			769			361
Publishing		406			1,185			480			1,933
Corporate		6			30			6			32
	$	2,900		$	3,044		$	4,005		$	5,529

	June 29, 2014		December 29, 2013
Identifiable total assets
Television	$	344,524	$	356,032
Radio		110,952		111,473
Publishing		91,110		96,991
Corporate & discontinued operations		25,572		31,522
	$	572,158	$	596,018

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WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS

6 Months Ended

Jun. 29, 2014

WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS [Abstract]

WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS

11 WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS

During the second quarter and two quarters of 2014, we recorded a pre-tax charge of $557 and $613, respectively, for workforce reduction costs in our radio and publishing operations.  Of the costs recorded in the second quarter of 2014,  $2 is included in television operating costs and expenses, $1 is included in television selling and administrative expenses, $380 is included in publishing operating costs and expenses, and $174 is included in publishing selling and administrative expenses.  Of the costs recorded in the two quarters of 2014, $11 is included in radio operating costs and expenses, $2 is included in television operating costs and expenses, $1 is included in television selling and administrative expenses, $380 is included in publishing operating costs and expenses, and $219 is included in publishing selling and administrative expenses. We expect payments of all such costs to be completed by the second quarter of 2015. 

Activity associated with the workforce reduction and business improvements during the two quarters of 2014 is as follows:

	Balance as of December 29, 2013		Charge for Separation Benefits		Payments for SeparationBenefits			Balance as of June 29, 2014
Television	$	43	$	3	$	(46	)	$	-
Radio		-		11		(11	)		-
Publishing		330		599		(294	)		635
Total	$	373	$	613	$	(351	)	$	635