10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 26, 2010

Commission File Number: 1-31805

JOURNAL COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

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

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

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

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

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

Class B Common Stock, $0.01 par value per share

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

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

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

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

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

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

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

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

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

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

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

Documents Incorporated by Reference

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

JOURNAL COMMUNICATIONS, INC.

INDEX TO FORM 10-K

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

Forward-Looking Statements

We make certain statements in this Annual Report on Form 10-K (including the information that we incorporate by reference herein) that are “forward-looking statements” within the meaning of the Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in that Act, and we are including this statement for purposes of those safe harbor provisions. These forward-looking statements generally include all statements other than statements of historical fact, including statements regarding our future financial position, business strategy, budgets, projected revenues and expenses, expected regulatory actions and plans and objectives of management for future operations. We often use words such as “may,” “will,” “intend,” “anticipate,” “believe,” or “should” and similar expressions in this Annual Report on Form 10-K to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied by those forward-looking statements. Among such risks, uncertainties and other factors that may impact us are the following, as well as those contained in Item 1A. “Risk Factors” of this Annual Report on Form 10-K:

• changes in advertising demand or the buying strategies of advertisers or the migration of advertising to the internet;

• changes in newsprint prices and other costs of materials;

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

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

• the availability of quality broadcast programming at competitive prices;

• changes in network affiliation agreements, including increased sharing of retransmission revenue;

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

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

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

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

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

• our ability to remain in compliance with the terms of our credit agreement;

• changes in interest rates;

• the outcome of pending or future litigation;

• energy costs;

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

• changes in general economic conditions.

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

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PART I

ITEM 1. BUSINESS

Overview

Our business segments are based on the organizational structure used by management for making operating and investment decisions and for assessing performance. Our reportable business segments are: (i) publishing; (ii) broadcasting; and (iii) corporate. Our publishing segment consists of the Milwaukee Journal Sentinel, which serves as the only major daily newspaper for the Milwaukee metropolitan area, and several community newspapers and shoppers in Wisconsin and Florida. Our broadcasting segment consists of 33 radio stations and 13 television stations in 12 states and the operation of a television station under a local marketing agreement. Our interactive media assets build on our strong publishing and broadcasting brands. Our corporate segment consists of unallocated corporate expenses and revenue eliminations.

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

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

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

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

Publishing

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

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Daily Newspaper

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

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

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

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

The following table sets forth our average net paid circulation:

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

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

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

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

Community Newspapers and Shoppers

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

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

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

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

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

					Number of
	2010 Average Distribution		2009 Average Distribution										Niche Publications
					Newspapers				Shoppers
					2010		2009		2010		2009		2010		2009
Northern Wisconsin		263,000		360,000		5		8		8		12		3		5
Southeastern Wisconsin		187,000		225,000		14		14		4		4		—		—
Florida		113,000		135,000		4		4		1		1		4		5

Newsprint

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

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

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

Industry and Competition

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

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

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

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

Broadcasting

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

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

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

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

Television Broadcasting

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

Our television stations are:

Station and Network Affiliation

Market

Year Acquired

Station Market Rank(1)

Station Audience Rank(1)

Total Stations  in Market(2)

Expiration Date of Network Affiliation

Expiration Date of FCC License(7)

WTMJ-TV NBC

Milwaukee, WI

1947

3

9

15

12/31/2012

12/01/2005

(8)

KTNV-TV ABC

Las Vegas, NV

1979

4

5

13

12/31/2012

10/01/2014

WSYM-TV FOX

Lansing, MI

1984

4

5

7

8/30/2010

(9)

10/01/2013

KMIR-TV NBC

Palm Springs, CA

1999

4+

6

10

12/31/2012

12/01/2014

KPSE-LP(3)(6) MNT

Palm Springs, CA

2008

N/A

N/A

10

10/02/2011

12/01/2014

KIVI-TV ABC

Boise, ID

2001

3

8

13

12/31/2012

10/01/2014

KNIN-TV(6) CW

Boise, ID

2009

N/A

N/A

13

8/28/2011

10/01/2014

KSAW-LP(3) ABC

Twin Falls, ID

2001

4+

4

8

12/31/2012

10/01/2014

WGBA-TV NBC

Green Bay/ Appleton, WI

2004

4

8

7

1/01/2013

12/01/2013

WACY-TV(4)(6) MNT

Green Bay/ Appleton, WI

2004

N/A

N/A

7

10/02/2011

N/A

KGUN-TV ABC

Tucson, AZ

2005

1+

11

17

2/05/2012

10/01/2014

KWBA-TV(6) CW

Tucson, AZ

2008

N/A

N/A

17

8/31/2016

10/01/2014

WFTX-TV FOX

Naples/Fort Myers, FL

2005

5

4

9

8/30/2010

(9)

2/01/2013

KMTV-TV CBS

Omaha, NE

2005

3

10

9

9/18/2016

6/01/2014

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

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

(3) Low-power television station.

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

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

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

(7) FCC (aka broadcast) licenses are granted for maximum terms of eight years and are subject to renewal upon application to the FCC. Refer to “—Regulation” for further discussion of the FCC license renewal process.

(8) Renewal pending.

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

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

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

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

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

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

Radio Broadcasting

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

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Our radio stations are:

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

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

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

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

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

(5) Stations that are broadcasting in digital.

(6) FCC (aka broadcast) licenses are granted for maximum terms of eight years and are subject to renewal upon application to the FCC. Refer to “—Regulation” for further discussion of the FCC license renewal process.

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

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

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

Industry and Competition

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

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

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

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

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

Compliance with Environmental Laws

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

Regulation

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

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Introduction

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

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

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

Broadcast Licenses/Renewals

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

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

Ownership Restrictions

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

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

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

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

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

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

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

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

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

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

Alien Ownership

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

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

Obscenity, Indecency and Profanity

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

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

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

Sponsorship Identification

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

Digital Television

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

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

Relationship With Cable/Satellite

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

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

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

Children’s Television Programming

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

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

Digital Radio

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

Employees

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

ITEM 1A. RISK FACTORS

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

Risks Relating to Our Diversified Media Business

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our acquisition strategy includes certain risks. For example:

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

• we may not be able to secure additional financing necessary to complete acquisitions;

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

• we may fail to achieve anticipated financial benefits from acquisitions;

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• we may encounter regulatory changes or delays or other impediments in connection with proposed transactions;

• our acquisition strategy may divert management’s attention from the day-to-day operation of our businesses;

• key personnel at acquired companies may leave employment; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• radio stations and internet radio services;

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

• enhanced capabilities of cell phones, MP3 players, electronic readers and other mobile devices.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• proposals to increase regulatory fees or to impose spectrum use or other fees on FCC licenses;

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

• proposals to limit the tax deductibility of advertising expenses by advertisers;

• proposals to impose sales tax on advertising expense;

• proposals to revise the rules relating to political broadcasting;

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

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

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

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

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

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

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

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

Other Business Risks

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

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

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

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

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

(3) Includes our business operations’ headquarters.

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

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

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

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

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

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

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

ITEM 3. LEGAL PROCEEDINGS

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

Executive Officers of Registrant

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

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 4. RESERVED

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PART II

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

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

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

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

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

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

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

Issuer Purchases of Equity Securities

	(a)		(b)		(c)		(d)
Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans Or Programs		Maximum Number Of Shares that May Yet Be Purchased Under the Plans or Programs
December 27, 2009 to January 24, 2010		—	$	—		—		—
January 25 to February 21, 2010(1)(2)		23,762		3.55		—		—
February 22 to March 28, 2010		46,873		3.92		—		—
March 29 to April 25, 2010		—		—		—		—
April 26 to May 23, 2010		—		—		—		—
May 24 to June 27, 2010		—		—		—		—
June 28 to July 25, 2010(2)		5,044		4.88		—		—
July 26 to August 22, 2010		—		—		—		—
August 23 to September 26, 2010		—		—		—		—
September 27 to October 24, 2010		—		—		—		—
October 25 to November 21, 2010		—		—		—		—
November 22 to December 26, 2010(2)		51,711		4.98		—		—

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

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

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

	2010						2009
	High		Low		Cash Dividend		High		Low		Cash Dividend
First Quarter	$	4.09	$	3.08		—	$	2.86	$	0.37	$	0.02
Second Quarter		6.52		3.90		—		1.81		0.57		—
Third Quarter		5.22		3.45		—		4.42		0.86		—
Fourth Quarter		5.20		4.22		—		4.79		3.00		—

Dividends

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

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

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Stock Performance Information

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

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

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

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ITEM 6. SELECTED FINANCIAL DATA

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

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

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

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

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

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

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

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our audited consolidated financial statements for the three years ended December 26, 2010, including the notes thereto, appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements. See “Forward-Looking Statements” for a discussion of uncertainties, risks and assumptions associated with these statements.

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Overview

Our business segments are based on the organizational structure used by management for making operating and investment decisions and for assessing performance. Our reportable business segments are: (i) publishing; (ii) broadcasting; and (iii) corporate. Our publishing segment consists of the Milwaukee Journal Sentinel, which serves as the only major daily newspaper for the Milwaukee metropolitan area, and several community newspapers and shoppers in Wisconsin and Florida. Our broadcasting segment consists of 33 radio stations and 13 television stations in 12 states and the operation of a television station under a local marketing agreement. Our interactive media assets build on our strong publishing and broadcasting brands. Our corporate segment consists of unallocated corporate expenses and revenue eliminations.

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

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

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

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

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

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

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

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

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

Results of Operations

2010 Compared to 2009

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

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

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

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

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

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

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

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

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

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

EBITDA in 2010 was $77.7 million, an increase of $42.1 million, or 118.1%, compared to $35.6 million in 2009 (which included a $20.1 million non-cash broadcast license impairment charge). We define EBITDA as net earnings (loss) excluding gain/loss from discontinued operations, net, provision (benefit) for income taxes, total other expense, net (which is entirely comprised of interest income and expense), depreciation and amortization. Management primarily uses EBITDA, among other things, to evaluate our operating performance compared to our operating plans and/or prior years and to value prospective acquisitions. We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management, helps to improve their ability to understand our operating performance and makes it easier to compare our results with other companies that have different financing and capital structures or tax rates. EBITDA is also a primary measure used externally by our investors and our peers in our industry for purposes of valuation and comparing our operating performance to other companies in the industry. EBITDA is not a measure of performance or liquidity calculated in accordance with accounting principles generally accepted in the United States. EBITDA should not be considered in isolation of, or as a substitute for, net earnings as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. EBITDA, as we calculate it, may not be comparable to EBITDA measures reported by other companies.

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

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

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

Publishing

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Broadcasting

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

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

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

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

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

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

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

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

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

Corporate

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

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Other Income and Expense and Taxes

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

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

Discontinued Operations

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

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

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

Net Earnings

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

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

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

2009 Compared to 2008

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

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

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

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

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

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

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

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

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

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

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

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

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

Publishing

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Broadcasting

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

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

	2009									2008												Percent Change
	Television			Radio		Goodwill Impairment		Total		Television			Radio			Goodwill Impairment			Total
	(dollars in millions)
Revenue	$	105.4		$	66.1			$	171.5	$	130.6		$	79.3					$	209.9			(18.3	)
Broadcast license impairment	$	16.0		$	4.1			$	20.1	$	77.9		$	51.3					$	129.2			NA
Operating earnings (loss)	$	(7.6	)	$	10.7	$	—	$	3.1	$	(58.8	)	$	(31.6	)	$	(229.2	)	$	(319.6	)		NA

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

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

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

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

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

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

Corporate

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

Other Income and Expense and Taxes

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

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

Discontinued Operations

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

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

Net Earnings (Loss)

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

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

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

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Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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

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

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

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

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

	Balance at December 27, 2009		Charge for Separation Benefits		Payments for Separation Benefits			Balance at December 26, 2010
			(dollars in millions)
Publishing
Daily newspaper	$	1.5	$	1.7	$	(1.8	)	$	1.4
Community newspapers and shoppers		—		0.1		(0.1	)		—
Total publishing		1.5		1.8		(1.9	)		1.4
Broadcasting		0.2		0.4		(0.6	)		—
Total	$	1.7	$	2.2	$	(2.5	)	$	1.4

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	Balance at December 28, 2008		Charge for Separation Benefits		Payments for Separation Benefits			Balance at December 27, 2009
			(dollars in millions)
Publishing
Daily newspaper	$	0.6	$	5.2	$	(4.3	)	$	1.5
Community newspapers and shoppers		—		0.2		(0.2	)		—
Total publishing		0.6		5.4		(4.5	)		1.5
Broadcasting		—		0.3		(0.1	)		0.2
Total	$	0.6	$	5.7	$	(4.6	)	$	1.7

Dividends

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

Acquisition and Sale

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

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

Cash Flow

Continuing Operations

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

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

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

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

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

Discontinued Operations

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

Contractual Obligations

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

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

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

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

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

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

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

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

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

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

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

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

Allowance for doubtful accounts

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

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

Property and equipment and definite-lived intangibles

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

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

Impairment of goodwill and indefinite-lived intangibles

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

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

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

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

57

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

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

Accrued income taxes

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

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

Accrued litigation

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

Employee benefits

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

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

• the discount rate—used to arrive at the net present value of the obligations and expense;

• the return on assets—used to estimate the growth in invested asset value available to satisfy certain obligations;

• the salary increases—used to calculate the impact future pay increases will have on pension obligations; and

• the employee turnover statistics—used to estimate the number of employees to be paid pension benefits.

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

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

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

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

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

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

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

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

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

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New Accounting Standards

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

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

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

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

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

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

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

Effect of Inflation

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED BALANCE SHEETS

December 26, 2010 and December 27, 2009

(in thousands, except per share amounts)

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

See accompanying notes.

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CONSOLIDATED STATEMENTS OF OPERATIONS

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

(in thousands, except per share amounts)

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

See accompanying notes

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Journal Communications, Inc.

Consolidated Statements of Equity

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

(in thousands, except per share amounts)

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

64

Accumulated Other Comprehensive Loss			Retained Earnings			Noncontrolling Interests		Treasury Stock, at cost			Total			Comprehensive Income (loss)
$	(615	)	$	301,187		$	—	$	(108,715	)	$	487,562
				(224,403	)							(224,403	)	$	(224,403	)
	(33,740	)										(33,740	)		(33,740	)
														$	(258,143	)
				(1,854	)							(1,854	)
				(3,376	)							(3,376	)
				(13,297	)							(13,297	)
												—
												382
												585
				(4,471	)							(44,875	)
												(102	)
				8								1,180
	(34,355	)		53,794			—		(108,715	)		168,062
				4,307								4,307		$	4,307
	(132	)										(132	)		(132	)
														$	4,175
				(1,854	)							(1,854	)
				(200	)							(200	)
				(812	)							(812	)
												—
												128
												370
												(20	)
				4								1,226
	(34,487	)		55,239			—		(108,715	)		171,075
				34,381								34,381		$	34,381
	2,192											2,192			2,192
														$	36,573
				(1,854	)							(1,854	)
												—
												581
												302
												(550	)
				1								1,212
							1,164					1,164
												113
												311
$	(32,295	)	$	87,767		$	1,164	$	(108,715	)	$	208,927

65

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(in thousands)

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

See accompanying notes

66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1 SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

1 SIGNIFICANT ACCOUNTING POLICIES continued

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

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

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

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

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

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

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

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

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

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

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

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

1 SIGNIFICANT ACCOUNTING POLICIES continued

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

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

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

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

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

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

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

1 SIGNIFICANT ACCOUNTING POLICIES continued

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

Earnings per share

Basic

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

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

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

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

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

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

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

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

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

1 SIGNIFICANT ACCOUNTING POLICIES continued

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

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

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

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

1 SIGNIFICANT ACCOUNTING POLICIES continued

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

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

1 SIGNIFICANT ACCOUNTING POLICIES continued

Diluted

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

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

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

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

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

New accounting standards

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

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

1 SIGNIFICANT ACCOUNTING POLICIES continued

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

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

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

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

See Note 8, “Variable Interest Entity,” for disclosures regarding our adoption of the FASB’s amended guidance for consolidating variable interest entities.

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

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

2 NOTES PAYABLE TO BANKS

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

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

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

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

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

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

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2 NOTES PAYABLE TO BANKS continued

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

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

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

3 EMPLOYEE BENEFIT PLANS

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

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

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

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

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

3 EMPLOYEE BENEFIT PLANS continued

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

	Pension Benefits
	Actuarial Loss, Net			Prior Service Credit			Deferred Income Taxes			Total
Amounts recognized in accumulated other comprehensive loss
As of December 27, 2009	$	57,442		$	(1,308	)	$	(22,532	)	$	33,602
Current year change		(4,710	)		1,240			1,420			(2,050	)
As of December 26, 2010	$	52,732		$	(68	)	$	(21,112	)	$	31,552

	Other Postretirement Benefits
	Actuarial Loss, Net		Prior Service Credit			Transition Obligation			Deferred Income Taxes			Total
Amounts recognized in accumulated other comprehensive loss
As of December 27, 2009	$	1,275	$	(1,440	)	$	1,644		$	(594	)	$	885
Current year change		97		219			(549	)		91			(142	)
As of December 26, 2010	$	1,372	$	(1,221	)	$	1,095		$	(503	)	$	743

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

3 EMPLOYEE BENEFIT PLANS continued

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

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

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

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

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

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

3 EMPLOYEE BENEFIT PLANS continued

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

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

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

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

Weighted-average assumptions used to determine benefit obligations:

	Pension Benefits						Other Postretirement Benefits
December 26 and December 27	2010			2009			2010			2009
Discount rate		5.35	%		5.70	%		4.95	%		5.50	%
Rate of compensation increases		—			4.80			—			—

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

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

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

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

3 EMPLOYEE BENEFIT PLANS continued

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

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

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

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

Plan Assets

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

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

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

3 EMPLOYEE BENEFIT PLANS continued

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

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

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

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

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

Contributions

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

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

3 EMPLOYEE BENEFIT PLANS continued

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

Benefit Payments

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

	Pension Benefits		Other Postretirement Benefits
2011	$	8,947	$	1,275
2012		9,159		1,327
2013		9,280		1,348
2014		9,437		1,376
2015		9,677		1,389
2016-2019		49,697		7,145

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

4 INCOME TAXES

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

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

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

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

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

4 INCOME TAXES continued

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

4 INCOME TAXES continued

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

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

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

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

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

5 COMMITMENTS

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

5 COMMITMENTS continued

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

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

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

	Due In Fiscal Year
2011	$	371
2012		273
2013		63
2014		50
2015		50
Thereafter		21
	$	828

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

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

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

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

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

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

5 COMMITMENTS continued

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

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

6 SHAREHOLDERS’ EQUITY

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

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

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

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

7 STOCK-BASED COMPENSATION

2007 Journal Communications, Inc. Omnibus Incentive Plan

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

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

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

Nonstatutory stock options

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

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

A summary of stock option activity during 2010 is:

	Options			Weighted Average Exercise Price		Weighted Average Contractual Term Remaining (years)
Outstanding at December 27, 2009		41,500		$	18.18		—
Expired		(15,000	)		18.40		—
Outstanding at December 26, 2010		26,500			18.06		0.3

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7 STOCK-BASED COMPENSATION continued

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

Stock appreciation rights

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

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

A summary of SAR activity during 2010 is:

	SARs		Weighted Average Exercise Price		Weighted Average Contractual Term Remaining (years)
Outstanding at December 26, 2010 and December 27, 2009		1,083,207	$	10.71		6.6
Exercisable at December 27, 2009		590,409		11.51
Exercisable at December 26, 2010		909,527		11.21		6.5

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

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

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

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

7 STOCK-BASED COMPENSATION continued

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

Stock grants

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

A summary of stock grant activity during 2010 is:

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

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

Employee stock purchase plan

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

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7 STOCK-BASED COMPENSATION continued

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

8 VARIABLE INTEREST ENTITY

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

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

9 GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS

Definite-Lived Intangibles

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

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

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

9 GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS continued

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

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

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

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

Broadcast Licenses

Broadcast licenses are deemed to have indefinite useful lives because we have renewed these agreements without issue in the past and we intend to renew them indefinitely in the future. Accordingly, we expect the cash flows from our broadcast licenses to continue indefinitely. The carrying value of our broadcast licenses was $82,426 and $81,762 as of December 26, 2010 and December 27, 2009, respectively. The $664 increase in the net carrying amount of our broadcast licenses for 2010 reflects the consolidation of a VIE where we have an agreement that is considered to create variable interest in the entity that holds the broadcast license.

2010 Annual Impairment Test

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

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

9 GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS continued

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

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

2009 and 2008 Interim and Annual Impairment Tests

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

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

Goodwill

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

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

9 GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS continued

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

2010 and 2009 Annual Impairment Tests

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

2008 Interim and Annual Impairment Tests

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

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

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

10 ACQUISITIONS AND SALE

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

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10 ACQUISITIONS AND SALE continued

2010

There were no acquisitions of businesses during 2010.

2009

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

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

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

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

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

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

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

	Year Ended December 27, 2009
Revenue	$	1,840
Earnings before income taxes		810

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

11 DISCONTINUED OPERATIONS

PrimeNet Marketing Services

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

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

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

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

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

IPC Print Services, Inc.

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

96

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

11 DISCONTINUED OPERATIONS continued

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

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

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

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

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

NorthStar Print Group, Inc.

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

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

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

97

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

12 WORKFORCE REDUCTION AND BUSINESS IMPROVEMENT INITIATIVES

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

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

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

13 SEGMENT REPORTING

Our business segments are based on the organizational structure used by management for making operating and investment decisions and for assessing performance. Our reportable business segments are: (i) publishing; (ii) broadcasting; and (iii) corporate. Our publishing segment consists of the Milwaukee Journal Sentinel, which serves as the only major daily newspaper for the Milwaukee metropolitan area, and several community newspapers and shoppers in Wisconsin and Florida. Our broadcasting segment consists of 33 radio stations and 13 television stations in 12 states and the operation of a television station under a local marketing agreement. Our corporate segment consists of unallocated corporate expenses and revenue eliminations.

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

98

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

13 SEGMENT REPORTING continued

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

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

99

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

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

14 QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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

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

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

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

100

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Journal Communications, Inc.

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

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

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

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Chicago, Illinois

March 4, 2011

101

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our Disclosure Committee, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rules 14(c) to 15(e) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

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

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

ITEM 9B. OTHER INFORMATION

None.

102

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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

ITEM 11. EXECUTIVE COMPENSATION

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

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

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

Equity Compensation Plan Information

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

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Column (a)) (c)
Equity compensation plans approved by security holders (2003 Plan)		552,078	(1)	$	13.92		N/A	(1)
Equity compensation plans approved by security holders (2007 Plan)		557,629	(2)	$	7.88		5,243,379	(3)
Equity compensation plans not approved by security holders		—			—		—
Total		1,109,707		$	10.88		5,243,379

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

103

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

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

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

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

104

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements, Financial Statement Schedule and Exhibits

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

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

(3) Exhibits

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

105

JOURNAL COMMUNICATIONS, INC.

SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

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

(dollars in thousands)

Description	Balance at Beginning of Year		Additions Charged to Earnings		Other Additions (Deductions)			Deductions			Balance at End of Year
Allowance for doubtful accounts:
2010	$	3,732	$	2,994	$	—		$	3,440	(1)	$	3,286	(3)
2009	$	4,238	$	5,057	$	—		$	5,563	(1)	$	3,732	(3)
2008	$	3,296	$	3,937	$	45	(4)	$	3,040	(1)	$	4,238	(3)
Deferred income taxes
Valuation allowances on state net operating loss and tax credit carryforwards:
2010	$	202	$	—	$	—		$	86	(2)	$	116
2009	$	322	$	—	$	—		$	120	(2)	$	202
2008	$	611	$	—	$	—		$	289	(2)	$	322

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

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

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

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

106

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

JOURNAL COMMUNICATIONS, INC.
By:	/s/     Steven J. Smith
	Steven J. Smith
	Chairman and Chief Executive Officer

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

/s/    Steven J. Smith

Steven J. Smith, Chairman of the Board & Chief Executive Officer

(Principal Executive Officer)

/s/    Andre J. Fernandez

Andre J. Fernandez Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

/s/    Anne M. Bauer

Anne M. Bauer, Vice President & Controller

(Principal Accounting Officer)

/s/    David J. Drury

David J. Drury, Director

/s/    David G. Meissner

David G. Meissner, Director

/s/    Jonathan Newcomb

Jonathan Newcomb, Director

/s/    Roger D. Peirce

Roger D. Peirce, Director

/s/    Ellen F. Siminoff

Ellen F. Siminoff, Director

/s/    Mary Ellen Stanek

Mary Ellen Stanek, Director

/s/    Owen J. Sullivan

Owen J. Sullivan, Director

/s/    Jeanette Tully

Jeanette Tully, Director

107

JOURNAL COMMUNICATIONS, INC.

INDEX TO EXHIBITS

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

108

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

109

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

110

Exhibit Number	Description
(31.1)	Certification by Steven J. Smith, Chairman and Chief Executive Officer of Journal Communications, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification by Andre J. Fernandez, Executive Vice President, Finance & Strategy and Chief Financial Officer of Journal Communications, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Certification of Steven J. Smith, Chairman and Chief Executive Officer and Andre J. Fernandez, Executive Vice President, Finance & Strategy and Chief Financial Officer of Journal Communications, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99.1)	Proxy Statement for the May 4, 2011 Annual Meeting of Shareholders of Journal Communications, Inc. (Except to the extent specifically incorporated by reference, the Proxy Statement for the May 4, 2011 Annual Meeting of Shareholders shall not be deemed to be filed with the Securities and Exchange Commission as part of this Annual Report on Form 10-K.)

* Denotes a management or compensatory plan or arrangement.

111

EX-10.24

Exhibit No. 10.24

JOURNAL COMMUNICATIONS, INC.

2007 OMNIBUS INCENTIVE PLAN

(as amended and restated as of February 7, 2011)

ARTICLE 1

PURPOSE

1.1. GENERAL. The purpose of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of Journal Communications, Inc. (the “Company”), by linking the personal interests of employees, officers, and directors of the Company or any Affiliate (as defined below) to those of Company shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, and directors upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, and directors of the Company and its Affiliates.

ARTICLE 2

DEFINITIONS

2.1. DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Deferred Stock Unit Award, Performance Award, Dividend Equivalent Award, Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(c) “Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual Award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d) “Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee: gross neglect of duty, prolonged absence from duty without the consent of the Company, material breach by the Participant of any published Company code of conduct or code of ethics; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means an act or failure to act that constitutes cause for removal of a director under applicable Wisconsin law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.

(g) “Change in Control” means and includes the occurrence of any one of the following events:

(i) individuals who, on December 31, 2006, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after December 31, 2006 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 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

(ii) any Person becomes a Beneficial Owner, 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 (ii), the following acquisitions shall not constitute a Change in Control: (A) an acquisition directly from the Company, (B) an acquisition by the Company or a Subsidiary of the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, (D) 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 (E) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iv) below); or

(iii) 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 (iii), an acquisition directly from the Company shall not constitute a Change in Control; or

(iv) 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

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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

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

(h) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

(i) “Committee” means the committee of the Board described in Article 4.

(j) “Company” means Journal Communications, Inc., a Wisconsin corporation, or any successor corporation.

(k) “Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee, officer, or director of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as a Participant shall not be considered interrupted in the following cases: (ii) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by the Company prior to its commencement;

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provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Status as a Participant shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive.

(l) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).

(m) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to receive Shares of Stock (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

(n) “Disability” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination whether a Participant is Disabled will be made by the Committee and may be supported by the advice of a physician competent in the area to which such Disability relates.

(o) “Dividend Equivalent” means a right granted to a Participant under Article 12.

(p) “Effective Date” has the meaning assigned such term in Section 3.1.

(q) “Eligible Participant” means an employee, officer, or director of the Company or any Affiliate.

(r) “Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded.

(s) “Fair Market Value,” on any date, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if it is determined that the fair market value is not properly reflected by such interdealer quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.

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(t) “Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).

(u) “Good Reason” (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the employment, severance or similar agreement, if any, between a Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given such term in the applicable Award Certificate. If not defined in each such document, the term “Good Reason” as used herein shall not apply to a particular Award.

(v) “Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.

(w) “Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision.

(x) “Independent Directors” means those members of the Board of Directors who qualify at any given time as “independent” directors under Section 303A of the New York Stock Exchange Listed Company Manual, “non-employee” directors under Rule 16b-3 of the 1934 Act, and “outside” directors under Section 162(m) of the Code.

(y) “Non-Employee Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.

(z) “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.

(aa) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(bb) “Other Stock-Based Award” means a right, granted to a Participant under Article 13, that relates to or is valued by reference to Stock or other Awards relating to Stock.

(cc) “Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.

(dd) “Participant” means a person who, as an employee, officer, or director of the Company or any Affiliate, has been granted an Award under the Plan; provided that in the case of the death or Disability of a Participant, the term “Participant” refers to the Participant’s estate or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.

(ee) “Performance Award” means any award granted under the Plan pursuant to Article 10.

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(ff) “Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.

(gg) “Plan” means the Journal Communications, Inc. 2007 Omnibus Incentive Plan, as amended from time to time.

(hh) “Prior Plan” means the Company’s 2003 Equity Incentive Plan, as amended.

(ii) “Qualified Performance-Based Award” means an Award that is either (i) intended to qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Business Criteria as set forth in Section 11.2, or (ii) an Option or SAR having an exercise price equal to or greater than the Fair Market Value of the underlying Stock as of the Grant Date.

(jj) “Qualified Business Criteria” means one or more of the Business Criteria listed in Section 11.2 upon which performance goals for certain Qualified Performance-Based Awards may be established by the Committee.

(kk) “Restricted Stock Award” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.

(ll) “Restricted Stock Unit Award” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.

(mm) “Retirement” with respect to an employee Participant means termination of employment with the Company or an Affiliate after attaining age 60 and 10 years of service. With respect to a Participant’s termination of service as a Non-Employee Director, Retirement means a termination from service as a director upon completion of the director’s entire term.

(nn) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.

(oo) “Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Article 15, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Article 15.

(pp) “Stock” means (i) the $0.01 par value Class A Common Stock of the Company, (ii) the $0.01 par value Class B Common Stock of the Company, and (iii) such other securities of the Company as may be substituted for either such class of Common Stock of the Company pursuant to Section 15.1.

(qq) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the grant price of the SAR, all as determined pursuant to Article 8.

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(rr) “Subsidiary” means any corporation, limited liability company, partnership or other entity, domestic or foreign, of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.

(ss) “1933 Act” means the Securities Act of 1933, as amended from time to time.

(tt) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

ARTICLE 3

EFFECTIVE TERM OF PLAN

3.1. EFFECTIVE DATE. The Plan shall be effective as of the date it is approved by the shareholders of the Company (the “Effective Date”).

3.2. TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary of the Effective Date unless earlier terminated as provided herein. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions of this Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of (a) adoption of this Plan by the Board, or (b) the Effective Date.

ARTICLE 4

ADMINISTRATION

4.1. COMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that at least two of the directors appointed to serve on the Committee shall be Independent Directors and that any such members of the Committee who do not so qualify shall abstain from participating in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award (i) are persons subject to the short-swing profit rules of Section 16 of the 1934 Act, or (ii) are reasonably anticipated to become Covered Employees during the term of the Award. However, the mere fact that a Committee member shall fail to qualify as an Independent Director or shall fail to abstain from such action shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. Unless and until changed by the Board, the Compensation Committee of the Board is designated as the Committee to administer the Plan. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.

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4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company or the Committee to assist in the administration of the Plan.

4.3. AUTHORITY OF COMMITTEE. Except as provided in Section 4.1 hereof, the Committee has the exclusive power, authority and discretion to:

(a) Grant Awards;

(b) Designate Participants;

(c) Determine the type or types of Awards to be granted to each Participant;

(d) Determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;

(e) Determine the terms and conditions of any Award granted under the Plan;

(f) Prescribe the form of each Award Certificate, which need not be identical for each Participant;

(g) Decide all other matters that must be determined in connection with an Award;

(h) Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;

(i) Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

(j) Amend the Plan or any Award Certificate as provided herein; and

(k) Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in the United States or any such other jurisdictions and to meet the objectives of the Plan.

Notwithstanding the foregoing, grants of Awards to Non-Employee Directors hereunder shall be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of Non-Employee Directors as in effect from time to time, and the Committee may not make discretionary grants hereunder to Non-Employee Directors.

4.4. DELEGATION. Subject to Wisconsin law as in effect from time to time, the Board may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters as

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to the number and terms of Awards, to (i) designate officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to eligible participants (a) who are subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who as of the Grant Date are reasonably anticipated to be become Covered Employees during the term of the Award. The acts of such delegates shall be treated hereunder as acts of the Board and such delegates shall report regularly to the Board and the Compensation Committee regarding the delegated duties and responsibilities and any Awards so granted.

4.5. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

ARTICLE 5

SHARES SUBJECT TO THE PLAN

5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 5.2 and Section 15.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 4,800,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 4,800,000.

5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the date of grant, but shall be added back to the Plan share reserve in accordance with this Section 5.2.

(a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan.

(b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan.

(c) Shares withheld from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will again be available for issuance pursuant to Awards granted under the Plan.

(d) If the exercise price of an Option is satisfied by delivering Shares to the Company (by either actual delivery or attestation), only the number of Shares issued to the Participant in excess of the Shares tendered (by delivery or attestation) shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.

(e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon exercise of the Option or SAR for any reason, including by reason of net-settlement of the Award, only the number of Shares issued and delivered upon exercise of the Option or SAR shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.

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(f) To the extent that the maximum number of Shares subject to an Award other than an Option or SAR is not issued for any reason, including by reason of failure to achieve maximum performance goals, only the number of Shares issued and delivered shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.

(g) Substitute Awards granted pursuant to Section 14.7 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.

5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

5.4. LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 15.1):

(a) Options. The maximum aggregate number of Shares subject to Options granted under the Plan in any 12-month period to any one Participant shall be 750,000.

(b) SARs. The maximum number of Shares subject to Stock Appreciation Rights granted under the Plan in any 12-month period to any one Participant shall be 750,000.

(c) Restricted Stock or Restricted Stock Units. The maximum aggregate number of Shares underlying Awards of Restricted Stock or Restricted Stock Units under the Plan in any 12-month period to any one Participant shall be 750,000.

(d) Other Stock-Based Awards. The maximum aggregate grant with respect to Other Stock-Based Awards under the Plan in any 12-month period to any one Participant shall be 750,000 Shares.

(e) Cash-Based Awards. The maximum aggregate amount that may be paid with respect to cash-based Awards under the Plan to any one Participant in any fiscal year of the Company shall be three percent (3%) of the Company’s consolidated net earnings from continuing operations for such year as shown in the Company’s consolidated statements of earnings and filed with the Company’s Annual Report on Form 10-K.

5.5. LIMITATION ON ANNUAL “BURN RATE”. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 15.1), the maximum aggregate number of Shares with respect to Awards that may be granted during any one fiscal year under the Plan is two percent (2%) of the total shares of Class A Stock and Class B Stock outstanding as of the last day of the prior fiscal year.

ARTICLE 6

ELIGIBILITY

6.1. GENERAL. Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted to only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code.

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ARTICLE 7

STOCK OPTIONS

7.1. GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a) EXERCISE PRICE. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 14.7) shall not be less than the Fair Market Value as of the Grant Date.

(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 15.1, the exercise price of an Option may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the shareholders of the Company.

(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.

(d) PAYMENT. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, Shares, or other property (including “cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants.

(e) EXERCISE TERM. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall be exercisable for more than ten years from the Grant Date.

(f) NO DEFERRAL FEATURE. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.

(g) NO DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.

7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section 422 of the Code. If all of the requirements of Section 422 of the Code are not met, the Option shall automatically become a Nonstatutory Stock Option.

ARTICLE 8

STOCK APPRECIATION RIGHTS

8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the following terms and conditions:

(a) RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant to whom it is granted has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:

(1) The Fair Market Value of one Share on the date of exercise; over

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(2) The base price of the SAR as determined by the Committee, which shall not be less than the Fair Market Value of one Share on the Grant Date.

(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 15.1, the base price of a SAR may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the shareholders of the Company.

(c) EXERCISE TERM. Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for more than ten years from the Grant Date.

(d) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the SAR.

(e) NO DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.

(f) OTHER TERMS. All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any SAR shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Certificate.

ARTICLE 9

RESTRICTED STOCK, RESTRICTED STOCK UNITS

AND DEFERRED STOCK UNITS

9.1. GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award.

9.2. ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any special Plan document governing an Award, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a shareholder with respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of the Restricted Stock Units or Deferred Stock Units. Unless otherwise provided in the applicable Award Certificate, Awards of Restricted Stock will be entitled to full dividend rights and any dividends paid thereon will be paid or distributed to the holder no later than the end of the calendar year in which the dividends are paid to shareholders or, if later, the 15th day of the third month following the date the dividends are paid to shareholders.

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9.3. FORFEITURE. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited.

9.4. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

ARTICLE 10

PERFORMANCE AWARDS

10.1. GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting criteria are referred to herein as Performance Awards, and may be referred to by any other appropriate descriptive name in the Award Certificate. The Committee shall have the complete discretion to determine the number of Performance Awards granted to each Participant, subject to Section 5.4, and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an Award Certificate or a written program established by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.

10.2. PERFORMANCE GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division, region, department or function within the Company or an Affiliate. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee. The foregoing two sentences shall not apply with respect to a Performance Award that is intended to be a Qualified Performance-Based Award if the recipient of such award (a) was a Covered Employee on the date of the modification, adjustment, change or elimination of the performance goals or performance period, or (b) in the reasonable judgment of the Committee, may be a Covered Employee on the date the Performance Award is expected to be paid.

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ARTICLE 11

QUALIFIED PERFORMANCE-BASED AWARDS

11.1. OPTIONS AND STOCK APPRECIATION RIGHTS. The provisions of the Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Covered Employee shall qualify for the Section 162(m) Exemption.

11.2. OTHER AWARDS. When granting any other Award, including cash-based Awards, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that the recipient is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee shall establish performance goals for such Award, within the time period prescribed by Section 162(m) of the Code, based on one or more of the following Qualified Business Criteria, which performance goals may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an Affiliate or a division, region, department or function within the Company or an Affiliate:

—Revenue

—Sales

—Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)

—Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)

—Net income (before or after taxes, operating income or other income measures)

—Cash (cash flow, cash generation or other cash measures)

—Stock price or performance

—Total shareholder return (stock price appreciation plus reinvested dividends divided by beginning share price)

—Economic value added

—Return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales);

—Operating margins

—Dividend payments

—Market share

—Improvements in capital structure

—Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)

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—Business expansion or consolidation (acquisitions and divestitures)

—Internal rate of return or increase in net present value

—Working capital targets relating to inventory and/or accounts receivable

—Productivity measures

—Cost reduction measures

—Strategic plan development and implementation

—Operating measures such as growth in circulation, television and radio ratings and market share

—Internal measures such as achieving a diverse workforce

—Growth in digital products or competencies

—New product development.

Performance goals with respect to the foregoing Qualified Business Criteria may be specified in absolute terms, in percentages, or in terms of growth from period to period or growth rates over time, as well as measured relative to the performance of a group of comparator companies, or a published or special index, or a stock market index, that the Committee deems appropriate. Any member of a comparator group or an index that disappears during a measurement period shall be disregarded for the entire measurement period. Performance Goals need not be based upon an increase or positive result under a business criterion and could include, for example, the maintenance of the status quo or the limitation of economic losses (measured, in each case, by reference to a specific business criterion).

11.3. PERFORMANCE GOALS. Each Qualified Performance-Based Award (other than a market-priced Option or SAR) shall be earned, vested and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon one or more of the Qualified Business Criteria, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate; provided, however, that the Committee may provide, either in connection with the grant thereof or by amendment thereafter, that achievement of such performance goals will be waived, in whole or in part, upon (i) the termination of employment of a Participant by reason of death or Disability, or (ii) the occurrence of a Change in Control. Performance periods established by the Committee for any such Qualified Performance-Based Award may be as short as three months and may be any longer period. In addition, the Committee has the right, in connection with the grant of a Qualified Performance-Based Award, to exercise negative discretion to determine that the portion of such Award actually earned, vested and/or payable (as applicable) shall be less than the portion that would be earned, vested and/or payable based solely upon application of the applicable performance goals.

11.4. INCLUSIONS AND EXCLUSIONS FROM PERFORMANCE CRITERIA. The Committee may provide in any Qualified Performance-Based Award, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively

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adjust for any of the following events that occurs during a performance period (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30; (f) extraordinary nonrecurring items as described in Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s annual report to shareholders for the applicable year; (g) acquisitions or divestitures; (h) share buy-back programs, and (i) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

11.5. CERTIFICATION OF PERFORMANCE GOALS. Any payment of a Qualified Performance-Based Award granted with performance goals pursuant to Section 11.3 above shall be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied. Except as specifically provided in Section 11.3, no Qualified Performance-Based Award held by a Covered Employee or by an employee who in the reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goal based on Qualified Business Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption.

11.6. AWARD LIMITS. Section 5.4 sets forth (i) the maximum number of Shares that may be granted in any one-year period to a Participant in designated forms of stock-based Awards, and (ii) the maximum aggregate dollar amount that may be paid with respect to cash-based Awards under the Plan to any one Participant in any fiscal year of the Company.

ARTICLE 12

DIVIDEND EQUIVALENTS

12.1. GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder, subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of Shares subject to a Full-Value Award, as determined by the Committee. The Committee may provide that Dividend Equivalents will be paid or distributed when accrued or will be deemed to have been reinvested in additional Shares, or otherwise reinvested. Notwithstanding the preceding sentence, if Dividend Equivalents are granted with respect to a Performance Award, such Dividend Equivalents shall, as provided in the Award Certificate, either (i) be reinvested in the form of additional Shares or units equivalent to Shares, which shall be subject to the same performance and vesting provisions as provided for the host Performance Award, or (ii) be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Performance Award becomes earned and vested. Dividend Equivalents credited to a Participant’s account with respect to vested Performance Awards shall be distributed to the Participant at the same time as the distribution of cash or Shares under the host Performance Award. A Participant shall have no right to Dividend Equivalents accumulated with respect to Performance Awards that are forfeited, and any such unearned Dividend Equivalents will be reconveyed to the Company without further consideration or any act or action

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by the Participant. Unless otherwise provided in the applicable Award Certificate, Dividend Equivalents paid on Full-Value Awards that are not Performance Awards will be paid or distributed no later than the 15th day of the 3rd month following the later of (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture.

ARTICLE 13

STOCK OR OTHER STOCK-BASED AWARDS

13.1. GRANT OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation Shares awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards.

ARTICLE 14

PROVISIONS APPLICABLE TO AWARDS

14.1. PAYMENT OF AWARDS. At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Stock, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments, as determined by the Committee.

14.2. LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.

14.3. STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

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14.4. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the termination of a person’s Continuous Status as a Participant by reason of death or Disability:

(i) all of that Participant’s outstanding Options and SARs shall become fully exercisable, and shall thereafter remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the Option or SAR;

(ii) all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of termination; and

(iii) the payout opportunities attainable under all of that Participant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination as follows:

(A) if the date of termination occurs during the first half of the applicable performance period, all relevant performance goals will be deemed to have been achieved at the “target” level, and

(B) if the date of termination occurs during the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and

(C) in either such case, there shall be a prorata payout to the Participant or his or her estate within thirty (30) days following the date of termination (unless a later date is required by Section 17.3 hereof) based upon the length of time within the performance period that has elapsed prior to the date of termination.

To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

14.5. RETIREMENT. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon a Participant’s Retirement, all of his or her unvested Awards shall terminate as of the date of Retirement, and any vested Options or SARs held by the Participant as of the date of Retirement shall remain exercisable until the expiration of the original term of the Option or SAR. Notwithstanding the foregoing, the Committee may in its sole discretion at any time determine that, upon the Retirement of a Participant, all or a portion of such Participant’s Options and SARs shall become fully or partially exercisable, that all or a part of the time-based vesting restrictions on all or a portion of the Participant’s outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards held by that Participant (other than Awards that are intended to remain as Qualified Performance-Based Awards) shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 14.5. To the extent that, pursuant to this provision, any Incentive Stock Options are exercised more than three months after the date of termination, such Options shall be deemed to be Nonstatutory Stock Options.

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14.6. EFFECT OF A CHANGE IN CONTROL. The provisions of this Section 14.6 shall apply in the case of a Change in Control, unless otherwise provided in the Award Certificate or any special Plan document or separate agreement with a Participant governing an Award.

(a) Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any Awards assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board:

(i) all outstanding Options and SARs shall become fully exercisable, and shall thereafter remain exercisable or lapse as provided in the Plan or the applicable Award Certificate;

(ii) all time-based vesting restrictions on outstanding Awards shall lapse as of the date of the Change in Control; and

(iii) the payout level under all outstanding performance-based Awards shall be determined and deemed to have been earned as of the effective date of the Change in Control as follows:

(A) if the Change in Control occurs during the first half of the applicable performance period, all relevant performance goals will be deemed to have been achieved at the “target” level, and

(B) if the Change in Control occurs during the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the Change in Control, and

(C) in either such case, there shall be a prorata payout to Participants within thirty (30) days following the Change in Control (unless a later date is required by Section 17.3 hereof) based upon the length of time within the performance period that has elapsed prior to the date of the Change in Control.

To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

(b) Awards Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with a Change in Control: if within two years after the effective date of the Change in Control, a Participant’s employment is terminated without Cause or the Participant resigns for Good Reason, then:

(i) all of that Participant’s outstanding Options and SARs shall become fully exercisable, and shall thereafter remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the Option or SAR;

(ii) all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of such employment termination; and

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(iii) the payout level under all of that Participant’s performance-based Awards that were outstanding immediately prior to effective time of the Change in Control shall be determined and deemed to have been earned as of the date of such employment termination as follows:

(A) if the date of termination occurs during the first half of the applicable performance period, all relevant performance goals will be deemed to have been achieved at the “target” level, and

(B) if the date of termination occurs during the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and

(C) in either such case, there shall be a prorata payout to the Participant or his or her estate within thirty (30) days following the date of termination (unless a later date is required by Section 17.3 hereof) based upon the length of time within the performance period that has elapsed prior to the date of termination.

With regard to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (i) the Award Certificate includes such provision or (ii) the Participant is party to an employment, change-in-control, severance or similar agreement with the Company or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

14.7. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

14.8. BENEFICIARIES. Notwithstanding Section 14.2, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant, in the manner provided by the Company, at any time provided the change or revocation is filed with the Committee.

14.9. RECOUPMENT POLICY. Awards granted under the Plan after December 31, 2010, shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant.

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ARTICLE 15

CHANGES IN CAPITAL STRUCTURE

15.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its shareholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the authorization limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 and 5.4 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

15.2. DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 15.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) that performance targets and performance periods for Performance Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

15.3. GENERAL. Any discretionary adjustments made pursuant to this Article 15 shall be subject to the provisions of Section 16.2. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.

ARTICLE 16

AMENDMENT, MODIFICATION AND TERMINATION

16.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion

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of the Board or the Committee, either (i) materially increase the number of Shares available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a material change requiring shareholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to shareholder approval; and provided, further, that the Board or Committee may condition any other amendment or modification on the approval of shareholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply with the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations.

16.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however:

(a) Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award as of the date of such action;

(b) The original term of an Option or SAR may not be extended without the prior approval of the shareholders of the Company;

(c) Except as otherwise provided in Section 15.1, the exercise price of an Option or SAR may not be reduced, directly or indirectly, without the prior approval of the shareholders of the Company; and

(d) No termination, amendment, or modification of the Plan shall reduce or diminish the value of any Award previously granted under the Plan, without the written consent of the Participant affected thereby.

16.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 16.3 to any Award granted under the Plan without further consideration or action.

ARTICLE 17

GENERAL PROVISIONS

17.1. RIGHTS OF PARTICIPANTS.

(a) No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).

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(b) Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any Participant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.

(c) Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 16, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or an of its Affiliates.

(d) No Award gives a Participant any of the rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

17.2. WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

17.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.

(a) General. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

(b) Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Certificate 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 under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, 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

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provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Award Certificate that is permissible under Section 409A.

(c) Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee or the General Counsel) shall determine which Awards or portions thereof will be subject to such exemptions.

(d) Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Certificate 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 Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee 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, the Participant’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’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 the Participant’s separation from service will be accumulated and the Participant’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service, whereupon the accumulated amount will be paid or distributed to the Participant and the normal payment or distribution schedule for any remaining payments or distributions will resume.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final 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 or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

(e) Installment Payments. If, pursuant to an Award granted after October 1, 2010, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).

(f) Eligibility Requirements. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.

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17.4. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. This Plan is not intended to be subject to ERISA.

17.5. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.

17.6. EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

17.7. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

17.8. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

17.9. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.

17.10. GOVERNMENT AND OTHER REGULATIONS.

(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all

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related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.

17.11. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed by the internal laws of the State of Wisconsin.

17.12. ADDITIONAL PROVISIONS. Each Award Certificate may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.

17.13. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.

17.14. INDEMNIFICATION. Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Article 4, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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EX-10.25

Exhibit No. 10.25

[Time-Vesting RSA 2007 Plan, Class B Stock]

[dividends accrued and paid on vesting]

RESTRICTED STOCK AWARD CERTIFICATE

Non-transferable

GRANT TO

(“Grantee”)

by Journal Communications, Inc. (the “Company”) of

             shares of its Class B common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee, the Shares will vest (become non-forfeitable) in accordance with the following schedule:

Continuous Status as a Participant after Grant Date Percent of Shares Vested

IN WITNESS WHEREOF, Journal Communications, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.

JOURNAL COMMUNICATIONS, INC.
By:	Grant Date:

TERMS AND CONDITIONS

1. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) or (d) of Section 2 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section shall apply to all shares of the Company’s Stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.

2. Expiration and Termination of Restrictions. The restrictions imposed under Section 1 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

(a) as to the percentages of the Shares specified on the cover page hereof, on the respective dates specified on the cover page hereof; provided Grantee is then employed by the Company or an Affiliate; or

(b) as to all of the Shares, the termination of Grantee’s employment due to death or Disability; or

(c) the occurrence of a Change in Control, except with respect to any Restricted Shares assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or

(d) with respect to any Restricted Shares assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, upon the termination of Grantee’s employment without Cause (or Grantee’s resignation for Good Reason as provided in any employment, severance or similar agreement between

Grantee and the Company or an Affiliate) within two years after the effective date of the Change in Control.

3. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and shall be held by the Company during the Restricted Period in uncertificated form, with the applicable restrictions noted by the transfer agent. After the expiration of the Restricted Period, the Shares shall continue to be held in name of Grantee in uncertificated form, but the restrictive notations relating to Section 1 shall be removed. If at any time in the future the Company allows Class B Stock to be issued in certificated form, Grantee may request a certificate for the Shares for which the restrictions have lapsed,.

4. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to the Shares during and after the Restricted Period. Dividends, if any, declared and paid on the Shares during the Restricted Period shall be accrued by the Company during the Restricted Period and paid to Grantee only if and when the related Shares vest and become non-forfeitable as provided in Section 2 hereof. Any such accrued dividends shall be paid to Grantee no later than 30 days after the applicable vesting date. If Grantee forfeits any rights he or she may have under this Certificate, Grantee shall no longer have any rights as a stockholder with respect to the Restricted Shares or any interest therein and Grantee shall not be entitled to receive any accrued dividends previously declared on such stock.

5. No Right of Continued Employment. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

6. Payment of Taxes. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount, including without limitation the surrender of shares of Stock to the Company. The obligations of the

Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from the award or any payment of any kind otherwise due to Grantee.

7. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

8. Compensation Recoupment Policy. This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to Awards of this type.

9. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.

10. Severability. If any one or more of the provisions contained in this Certificate is invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

11. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Journal Communications, Inc., 333 West State Street, Milwaukee, Wisconsin, 83203: Attn: Chief Accounting Officer, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

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EX-10.26

Exhibit No. 10.26

[Time-Vesting RSA 2007 Plan, Class B Stock]

[dividends payable prior to vesting]

RESTRICTED STOCK AWARD CERTIFICATE

Non-transferable

GRANT TO

(“Grantee”)

by Journal Communications, Inc. (the “Company”) of

             shares of its Class B common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee, the Shares will vest (become non-forfeitable) in accordance with the following schedule:

Continuous Status as a Participant after Grant Date Percent of Shares Vested

IN WITNESS WHEREOF, Journal Communications, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.

JOURNAL COMMUNICATIONS, INC.
By:	Grant Date:

TERMS AND CONDITIONS

1. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) or (d) of Section 2 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section shall apply to all shares of the Company’s Stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.

2. Expiration and Termination of Restrictions. The restrictions imposed under Section 1 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

(a) as to the percentages of the Shares specified on the cover page hereof, on the respective dates specified on the cover page hereof; provided Grantee is then employed by the Company or an Affiliate; or

(b) as to all of the Shares, the termination of Grantee’s employment due to death or Disability; or

(c) the occurrence of a Change in Control, except with respect to any Restricted Shares assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or

(d) with respect to any Restricted Shares assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, upon the termination of Grantee’s employment without Cause (or Grantee’s resignation for Good Reason as provided in any employment, severance or similar agreement between

Grantee and the Company or an Affiliate) within two years after the effective date of the Change in Control.

3. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and shall be held by the Company during the Restricted Period in uncertificated form, with the applicable restrictions noted by the transfer agent. After the expiration of the Restricted Period, the Shares shall continue to be held in name of Grantee in uncertificated form, but the restrictive notations relating to Section 1 shall be removed. If at any time in the future the Company allows Class B Stock to be issued in certificated form, Grantee may request a certificate for the Shares for which the restrictions have lapsed,.

4. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. Each dividend payment, if any, shall be made no later than the end of the calendar year in which the dividend is paid to the shareholders or, if later, the 15^th day of the third month following the date the dividend is paid to shareholders. If Grantee forfeits any rights he may have under this Certificate, Grantee shall no longer have any rights as a stockholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.

5. No Right of Continued Employment. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

6. Payment of Taxes. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount, including without limitation the surrender of shares of Stock to the Company. The obligations of the

Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from the award or any payment of any kind otherwise due to Grantee.

7. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

8. Compensation Recoupment Policy. This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to Awards of this type.

9. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.

10. Severability. If any one or more of the provisions contained in this Certificate is invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

11. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Journal Communications, Inc., 333 West State Street, Milwaukee, Wisconsin, 83203: Attn: Chief Accounting Officer, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

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EX-10.27

Exhibit No. 10.27

[Fixed-Priced SAR 2007 Plan, Class [A][B] Stock]

STOCK APPRECIATION RIGHTS CERTIFICATE

Non-transferable

GRANT TO

(“Grantee”)

by Journal Communications, Inc. (the “Company”) of Stock Appreciation Rights with respect to

[                        ]

shares of its Class [A][B] Common Stock, $0.01 par value (the “SARs”), having a base value of $             per share (the “Base Value”)

pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee, the SARs shall vest (become exercisable) in accordance with the following schedule:

Continuous Status as a Participant after Grant Date Percent of SARs Vested

IN WITNESS WHEREOF, Journal Communications, Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed as of the Grant Date.

JOURNAL COMMUNICATIONS, INC.
By:	Grant Date:

2007 Omnibus Incentive Plan Fixed-Price SAR

TERMS AND CONDITIONS

1. Base Value and Benefit. The Base Value of each SAR is equal to the Fair Market Value of a share of Class [A][B] Common Stock on the Grant Date. Each SAR entitles Grantee to receive from the Company upon the exercise of the SAR an amount, payable in shares of Class [A][B] Common Stock, equal to the excess, if any, of (a) the Fair Market Value of one share of Class [A][B] Common Stock on the date of exercise, over (b) the Base Value per share.

2. Vesting of SARs. The SARs shall vest (become exercisable) in accordance with the schedule shown on Page 1 of this Certificate. Notwithstanding the vesting schedule, the SARs shall become fully vested and exercisable upon (i) Grantee’s death or Disability during his or her Continuous Status as a Participant, (ii) a Change in Control, unless the SARs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control, or (iii) if the SARs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, the termination of Grantee’s employment by the Company without Cause (or Grantee’s resignation for Good Reason as provided in any employment, severance or similar agreement between Grantee and the Company or an Affiliate) within two years after the effective date of the Change in Control.

3. Term of SARs and Limitations on Right to Exercise. The term of the SARs is a period of ten years, expiring at 5:00 p.m., Central Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the SARs will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a) Three months after the termination of Grantee’s Continuous Status as a Participant for any reason other than (i) for Cause, (ii) by reason of Grantee’s death, Disability, or Retirement, or (iii) following a Change in Control.

(b) Twelve months after the date of the termination of Grantee’s Continuous Status as a Participant (i) by reason of his or her Disability, or (ii) for any reason other than Cause or Retirement following a Change in Control.

(c) Twelve months after the Grantee’s death, if Grantee dies while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the SARs otherwise lapse. Upon Grantee’s death, the SARs may be exercised by Grantee’s beneficiary designated pursuant to the Plan.

(d) 5:00 p.m., Central Time, on the Expiration Date if the Grantee’s termination of Continuous Status as a Participant is by reason of his or her Retirement.

(e) 5:00 p.m., Central Time, on the date of the termination of Grantee’s Continuous Status as a Participant if such termination is for Cause.

If Grantee returns to employment with the Company during the designated post-termination exercise period, then Grantee shall be restored to the status Grantee held prior to such termination but no vesting credit will be earned for any period Grantee was not in Continuous Status as a Participant. If Grantee or his or her beneficiary exercises a SAR after termination of service, the SAR may be exercised only with respect to the Shares that were otherwise vested on Grantee’s termination of service, including SARs vested by acceleration under section 2.

4. Exercise of SARs. The SARs shall be exercised by written notice directed to the Chief Accounting Officer of the Company or his or her designee at the address and in the form specified by the Company from time to time. If the person exercising a SAR is not Grantee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the SAR.

5. Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the exercise of the SARs. The withholding requirement may be satisfied, in whole or in part, at the election of the Company, by withholding from the SAR shares of Stock having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Company establishes.

6. Limitation of Rights. The SARs do not confer to Grantee or Grantee’s beneficiary any rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the exercise of the SARs. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue in the service of the Company or any Affiliate.

7. Restrictions on Transfer and Pledge. No right or interest of Grantee in the SARs may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or

an Affiliate, or shall be subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an Affiliate. The SARs are not assignable or transferable by Grantee other than by will or the laws of descent and distribution, but the Committee may (but need not) permit other transfers. The SARs may be exercised during the lifetime of Grantee only by Grantee or any permitted transferee.

8. Restrictions on Issuance of Shares. If at any time the Committee shall determine in its discretion, that registration, listing or qualification of the Shares covered by the SARs upon any national securities exchange or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the SARs, the SARs may not be exercised in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

9. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

10. Compensation Recoupment Policy. This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to Awards of this type.

11. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.

12. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Journal Communications, Inc., 333 West State Street, Milwaukee, Wisconsin, 83203, Attn: Chief Accounting Officer, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

EX-10.28

Exhibit No. 10.28

[Escalating Price SARs, 2007 Plan, Class [A][B] Stock]

STOCK APPRECIATION RIGHTS CERTIFICATE

Non-transferable

GRANT TO

(“Grantee”)

by Journal Communications, Inc. (the “Company”) of Stock Appreciation Rights with respect to

[                            ]

shares of its Class [A][B] Common Stock, $0.01 par value (the “SARs”), having an escalating base value per share (the “Base Value”). The beginning Base Value shall be $             per share, and the Base Value shall increase by __% per year for each year that the SARs remain outstanding, starting on the first anniversary of the Grant Date.

The SARs are granted pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee, the SARs shall vest (become exercisable) in accordance with the following schedule:

Continuous Status as a Participant after Grant Date Percent of SARs Vested

IN WITNESS WHEREOF, Journal Communications, Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed as of the Grant Date.

JOURNAL COMMUNICATIONS, INC.
By:	Grant Date:

2007 Omnibus Incentive Plan Escalating-Price SAR

TERMS AND CONDITIONS

1. Base Value and Benefit. The Base Value of each SAR escalates annually, as indicated on the cover page of this Agreement. Each SAR entitles Grantee to receive from the Company upon the exercise of the SAR an amount, payable in shares of Class [A][B] Common Stock, equal to the excess, if any, of (a) the Fair Market Value of one share of Class [A][B] Common Stock on the date of exercise, over (b) the Base Value per share as of the date of exercise.

2. Vesting of SARs. The SARs shall vest (become exercisable) in accordance with the schedule shown on Page 1 of this Certificate. Notwithstanding the vesting schedule, the SARs shall become fully vested and exercisable upon (i) Grantee’s death or Disability during his or her Continuous Status as a Participant, (ii) a Change in Control, unless the SARs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control, or (iii) if the SARs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, the termination of Grantee’s employment by the Company without Cause (or Grantee’s resignation for Good Reason as provided in any employment, severance or similar agreement between Grantee and the Company or an Affiliate) within two years after the effective date of the Change in Control.

3. Term of SARs and Limitations on Right to Exercise. The term of the SARs is a period of ten years, expiring at 5:00 p.m., Central Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the SARs will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a) Three months after the termination of Grantee’s Continuous Status as a Participant for any reason other than (i) for Cause, (ii) by reason of Grantee’s death, Disability, or Retirement, or (iii) following a Change in Control.

(b) Twelve months after the date of the termination of Grantee’s Continuous Status as a Participant (i) by reason of his or her Disability, or (ii) for any reason other than Cause or Retirement following a Change in Control.

(c) Twelve months after the Grantee’s death, if Grantee dies while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the SARs otherwise lapse.

Upon Grantee’s death, the SARs may be exercised by Grantee’s beneficiary designated pursuant to the Plan.

(d) 5:00 p.m., Central Time, on the Expiration Date if the Grantee’s termination of Continuous Status as a Participant is by reason of his or her Retirement.

(e) 5:00 p.m., Central Time, on the date of the termination of Grantee’s Continuous Status as a Participant if such termination is for Cause.

If Grantee returns to employment with the Company during the designated post-termination exercise period, then Grantee shall be restored to the status Grantee held prior to such termination but no vesting credit will be earned for any period Grantee was not in Continuous Status as a Participant. If Grantee or his or her beneficiary exercises a SAR after termination of service, the SAR may be exercised only with respect to the Shares that were otherwise vested on Grantee’s termination of service, including SARs vested by acceleration under section 2.

4. Exercise of SARs. The SARs shall be exercised by written notice directed to the Chief Accounting Officer of the Company or his or her designee at the address and in the form specified by the Company from time to time. If the person exercising a SAR is not Grantee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the SAR.

5. Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the exercise of the SARs. The withholding requirement may be satisfied, in whole or in part, at the election of the Company, by withholding from the SAR shares of Stock having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Company establishes.

6. Limitation of Rights. The SARs do not confer to Grantee or Grantee’s beneficiary any rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the exercise of the SARs. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue in the service of the Company or any Affiliate.

7. Restrictions on Transfer and Pledge. No right or interest of Grantee in the SARs may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an Affiliate. The SARs are not assignable or transferable by Grantee other than by will or the laws of descent and distribution, but the Committee may (but need not) permit other transfers. The SARs may be exercised during the lifetime of Grantee only by Grantee or any permitted transferee.

8. Restrictions on Issuance of Shares. If at any time the Committee shall determine in its discretion, that registration, listing or qualification of the Shares covered by the SARs upon any national securities exchange or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the SARs, the SARs may not be exercised in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

9. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

10. Compensation Recoupment Policy. This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to Awards of this type.

11. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.

12. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Journal Communications, Inc., 333 West State Street, Milwaukee, Wisconsin, 83203, Attn: Chief Accounting Officer, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

EX-10.29

Exhibit No. 10.29

[NQSO 2007 Plan, Class [A][B] Stock]

NONSTATUTORY STOCK OPTION CERTIFICATE

Non-transferable

GRANT TO

(“Optionee”)

the right to purchase from Journal Communications, Inc. (the “Company”)

shares of its Class [A][B] Common Stock, $0.01, at the price of $             per share (the “Option”)

pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Option, Optionee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee, the Option shall vest (become exercisable) in accordance with the following schedule:

Continuous Status as a Participant after Grant Date Percent of Option Shares Vested

IN WITNESS WHEREOF, Journal Communications, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.

JOURNAL COMMUNICATIONS, INC.
By:	Grant Date:

TERMS AND CONDITIONS

1. Vesting of Option. The Option shall vest (become exercisable) in accordance with the schedule shown on the cover page of this Certificate. Notwithstanding the vesting schedule, upon (i) Optionee’s death or Disability during his or her Continuous Status as a Participant, (ii) a Change in Control, unless the Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control, or (iii) if the Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, the termination of Optionee’s employment by the Company without Cause (or Optionee’s resignation for Good Reason as provided in any employment, severance or similar agreement between Optionee and the Company or an Affiliate) within two years after the effective date of the Change in Control, the Option shall become fully vested and exercisable.

2. Term of Option and Limitations on Right to Exercise. The term of the Option will be for a period of ten years, expiring at 5:00 p.m., Central Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a) Three months after the termination of Optionee’s Continuous Status as a Participant for any reason other than (i) for Cause, (ii) by reason of Optionee’s death, Disability, or Retirement, or (iii) following a Change in Control.

(b) Twelve months after the date of the termination of Optionee’s Continuous Status as a Participant (i) by reason of his or her Disability, or (ii) for any reason other than Cause or Retirement following a Change in Control.

(c) Twelve months after the Optionee’s death, if Optionee dies while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option otherwise lapses. Upon Optionee’s death, the Option may be exercised by Optionee’s beneficiary designated pursuant to the Plan.

(d) 5:00 p.m., Central Time, on the Expiration Date if the Optionee’s termination of Continuous Status as a Participant is by reason of his or her Retirement.

(e) 5:00 p.m., Central Time, on the date of the termination of Optionee’s Continuous Status as a Participant if such termination is for Cause.

If Optionee returns to employment with the Company during the designated post-termination exercise period, then Optionee shall be restored to the status Optionee held prior to such termination but no vesting credit will be earned for any period

Optionee was not in Continuous Status as a Participant. If Optionee or his or her beneficiary exercises an Option after termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on Optionee’s termination of service, including Option Shares vested by acceleration under Section 1.

3. Exercise of Option. The Option shall be exercised by (a) written notice directed to the Chief Accounting Officer of the Company or his or her designee at the address and in the form specified by the Company from time to time and (b) payment to the Company in full for the Shares subject to such exercise (unless the exercise is a broker-assisted cashless exercise, as described below). If the person exercising an Option is not Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. Payment for such Shares shall be in (a) cash, (b) Shares previously acquired by the purchaser, or (c) any combination thereof, for the number of Shares specified in such written notice. The value of surrendered Shares for this purpose shall be the Fair Market Value as of the last trading day immediately prior to the exercise date. Alternatively, the Company may permit Optionee to exercise the Option through a “net” exercise, whereby the Company shall retain from the Option that number of Option shares having a Fair Market Value on the date of exercise equal to some or all of the exercise price. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws and any limitations as may be applied from time to time by the Committee (which need not be uniform), the Option may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option Shares on behalf of Optionee and delivers cash sales proceeds to the Company in payment of the exercise price. In such case, the date of exercise shall be deemed to be the date on which notice of exercise is received by the Company and the exercise price shall be delivered to the Company by the settlement date.

4. Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require Optionee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Optionee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the exercise of the Option. The withholding requirement may be satisfied, in whole or in part, at the election of the Company, by withholding from the Option Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Company establishes.

5. Limitation of Rights. The Option does not confer to Optionee or Optionee’s beneficiary any rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with the exercise of the Option. Nothing in this

Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Optionee’s service at any time, nor confer upon Optionee any right to continue in the service of the Company or any Affiliate.

6. Restrictions on Transfer and Pledge. No right or interest of Optionee in the Option may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of Optionee to any other party other than the Company or an Affiliate. The Option is not assignable or transferable by Optionee other than by will or the laws of descent and distribution, but the Committee may (but need not) permit other transfers. The Option may be exercised during the lifetime of Optionee only by Optionee or any permitted transferee.

7. Restrictions on Issuance of Shares. If at any time the Committee shall determine in its discretion, that registration, listing or qualification of the Shares covered by the Option upon any Exchange or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

8. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

9. Compensation Recoupment Policy. This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Optionee and to Awards of this type.

10. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.

11. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Journal Communications, Inc., 333 West State Street, Milwaukee, Wisconsin, 83203, Attn: Chief Accounting Officer, or any other address designated by the Company in a written notice to Optionee. Notices to Optionee will be directed to the address of Optionee then currently on file with the Company, or at any other address given by Optionee in a written notice to the Company.

EX-21

Exhibit No. 21

JOURNAL COMMUNICATIONS, INC.

Subsidiaries of the Registrant

The following list shows our significant subsidiaries as of December 26, 2010, their respective states of incorporation and the percentage of voting securities of each subsidiary owned by its immediate parent. All companies listed have been included in the consolidated financial statements filed herewith.

Subsidiary	State of Incorporation	Percent of Voting Securities Owned by Registrant
The Journal Company	Wisconsin	100% by Registrant
Journal Sentinel, Inc.	Wisconsin	100% by The Journal Company
Journal Broadcast Corporation (1) (d/b/a Journal Broadcast Group)	Nevada	100% by The Journal Company
Journal Community Publishing Group, Inc.	Wisconsin	100% by The Journal Company
Journal Holdings, Inc.	Wisconsin	100% by The Journal Company
Journal Disposition Corporation	Michigan	100% by The Journal Company

(1) Journal Broadcast Corporation has three subsidiaries operating in the United States.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-143146 and 333-108509) and Form S-3 (Nos. 333-158390 and 333-118552) of Journal Communications, Inc. of our report dated March 4, 2011 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10 K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Chicago, Illinois

March 4, 2011

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 Annual Report on Form 10-K 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: March 4, 2011

/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, Andre J. Fernandez, certify that:

1. I have reviewed this Annual Report on Form 10-K 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: March 4, 2011

/s/ Andre J. Fernandez

Andre J. Fernandez

Executive Vice President, Finance & Strategy and Chief Financial Officer

EX-32

Exhibit No. 32

Certification of Steven J. Smith, Chairman and Chief Executive Officer and Andre J. Fernandez, Executive Vice President and Chief Financial Officer 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 Executive Vice President and Chief Financial Officer of Journal Communications, Inc. (the “Company”), hereby certify, based on our knowledge, that the Annual Report on Form 10-K of the Company for the year ended December 26, 2010 (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

March 4, 2011

/s/ Andre J. Fernandez

Andre J. Fernandez, Executive Vice President, Finance & Strategy and Chief Financial Officer

March 4, 2011