UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2004
OR

Commission File Number 033-75156

MEDIANEWS GROUP, INC.

Registrant’s telephone number, including area code: (303) 563-6360

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:
NONE

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [  ] No. [X]

     State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

     Not applicable as there is no active market for our common equity.

     The number of shares outstanding of the registrant’s common stock as of September 27, 2004 was 2,298,346.

     Documents Incorporated by Reference: None

*The registrant’s duty to file reports with the Securities and Exchange Commission has been suspended in respect of its fiscal year commencing July 1, 2004 pursuant to Section 15(d) of the Securities Exchange Act of 1934.

Table of Contents

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Item 1: Business

General

     MediaNews Group, Inc. (“MediaNews” or “the Company”), a Delaware Corporation, was founded in March 1985. We are one of the largest private newspaper companies in the United States in terms of daily paid circulation. We control 40 market dominant daily and approximately 65 non-daily newspapers in eight states, including suburban markets in close proximity to the San Francisco Bay area, Los Angeles, New York, Baltimore and Boston. We also own metropolitan daily newspapers in Denver and Salt Lake City that operate under joint operating agency (“JOA”) agreements. The newspapers we currently control had combined daily and Sunday paid circulation of approximately 1.7 million and 2.2 million, respectively, as of March 31, 2004. In addition, we have a 33.8% interest in a partnership controlled by Gannett, the largest newspaper company in the United States. This partnership operates six daily newspapers in Texas and New Mexico with a combined daily circulation of approximately 130,000.

     We have grown primarily through strategic acquisitions, partnerships and, to a lesser extent, internal growth. One of our key strategies is geographic clustering. This strategy involves acquiring newspapers, or partnering with newspapers, in markets contiguous to those in which we already operate. Clustering has allowed us to realize substantial revenue synergies and cost efficiencies, resulting in higher operating cash flow growth at those newspapers than they would have achieved on a stand-alone basis.

     Our newspapers are generally positioned in markets with limited direct competition for local newspaper advertising. Start-ups of new daily newspapers in suburban markets with pre-existing local newspapers are rare. We believe that our newspaper markets, taken as a whole, have above average population and sales growth potential. Most suburban and small city daily newspapers, such as a majority of the newspapers we own, have the leading or sole distribution in the markets they serve. Suburban newspapers address the specific needs of the community by publishing a broad spectrum of local news as well as advertiser specific editions which television, because of its broader geographic coverage, is unwilling or unable to provide. Thus, in many communities, the local newspaper provides a combination of social and economic services in a way that only it can, making it attractive for both consumers and advertisers. Our metropolitan newspapers generate significant revenues from high margin national and employment advertising, which is strongly influenced by national and local economic trends. On the other hand, our suburban newspapers generate the majority of their revenues from local retail, classified and circulation sales, which we believe are less affected by national economic trends and therefore tend to provide a more stable base of operating cash flow.

     We also operate, in conjunction with our suburban newspapers, sizeable weekly newspaper groups that target the diverse communities and advertising opportunities that exist in and around large cities. In addition to relying on small local retailers, local classifieds and restaurants for advertising, suburban weekly newspapers allow us to attract a different base of advertisers than the daily newspaper, improve our competitive positioning, reduce the threat of competition from direct mail and shoppers (free circulars) and achieve greater household penetration in our newspaper markets. Our largest suburban weekly newspaper groups operate in conjunction with our San Francisco Bay area newspapers, Los Angeles Newspapers Group and Connecticut Post.

Industry Background

     Newspaper publishing is the oldest and largest segment of the media industry. Newspapers address the specific needs of the communities they serve by publishing a broad spectrum of local news as well as special editions that are targeted to specific advertisers and readers. In most communities, the local newspaper provides the primary voice for local news and information, including business, sports, government and social as well as political commentary, making a newspaper’s content attractive to both readers and advertisers. We believe that the local newspaper’s close relationship with its readers and local community is one of the primary reasons why newspapers remain a dominant medium for local advertising, accounting for approximately 40% of all local media advertising expenditures in the United States in calendar 2003.⁽¹⁾

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     We believe that, due to fragmentation of other mediums, newspapers are the last mass market medium available for advertisers to effectively reach a broad spectrum of highly attractive consumers. In addition, newspapers are one of the few forms of mass media used by readers for both editorial and advertising content. Independent studies have shown that 43% of Sunday newspaper readers value advertising as much as news and editorial content.⁽²⁾ Readers of newspapers also tend to be more highly educated and have higher incomes than non-newspaper readers, with a recent survey showing over 60% of college graduates and 63% of households with incomes greater than $75,000 read a daily newspaper.⁽¹⁾ Because of the desirable demographic and market reach of daily newspapers, we believe that they represent the most cost-effective means for advertisers to reach a broad and affluent spectrum of consumers.

     With the exception of a few of the largest cities, most cities in the United States do not have more than one daily newspaper. In addition, start-ups of daily newspapers that compete in a meaningful way with existing daily newspapers are rare.

Significant Transactions in Fiscal Year 2004

     Acquisitions/JOA Restructurings

     In May 2004, we restructured our interest in Charleston Newspapers (“Charleston JOA”). In exchange for $55.0 million (less a net adjustment for 50% of Charleston Newspapers’ net working capital, long-term employee benefits liabilities and long-term debt) and a limited partnership interest in a newly formed entity (Charleston Newspapers Holdings, L.P.), we contributed our general partnership interest in Charleston Newspapers and the masthead of the Charleston Daily Mail to Charleston Newspapers Holdings L.P. Our former partner in Charleston Newspapers is the general partner in Charleston Newspapers Holdings L.P. In addition, in conjunction with the restructuring, we also agreed to continue to be responsible for the news and editorial content of the Charleston Daily Mail. Under our agreement with Charleston Newspapers Holdings, L.P., we are reimbursed for the cost of providing the news and editorial content of the Charleston Daily Mail and paid a management fee. Our limited partnership interest does not entitle us to any share of the profits or losses of the limited partnership.

     Also in May 2004, we restructured our interest in The York Newspaper Company (“York JOA”) through the exercise of our call option to acquire the remaining 42.5% interest in The York Newspaper Company and the masthead of the York Daily Record for approximately $38.3 million. Prior to the call option exercise and the restructuring of our interest in the York JOA, one of our subsidiaries, York Newspapers, Inc., was responsible for the news and editorial content of The York Dispatch, whereas York Daily Record, Inc., the minority partner in The York Newspaper Company, was responsible for the news and editorial content of the York Daily Record. After the option exercise and the restructuring of the York JOA, we became responsible for the news and editorial content of the York Daily Record and an affiliate of our former partner in The York Newspaper Company became responsible for providing the news and editorial content for The York Dispatch. However, we still own the masthead and all other intangible and tangible assets of The York Dispatch. Under the restructured York JOA, we reimburse the affiliate of our former partner for the cost of providing the news and editorial content of The York Dispatch, plus a management fee of $240,000 per year.

     In January 2004, we purchased for approximately $9.0 million two weekly newspapers in southern California: the Grunion Gazette and Downtown Gazette. These weeklies are published in Long Beach where we own the daily newspaper.

     Debt Refinancings

     During fiscal year 2004, we took advantage of the favorable interest rate environment and completed several refinancings. In November 2003, we completed the sale of $300.0 million of our 6 7/8% Senior Subordinated Notes due 2013 (the “6 7/8% Notes”). We applied the net proceeds from the 6 7/8% Notes and other available funds to redeem all of our outstanding $300.0 million 8 3/4% Senior Subordinated Notes.

     In December 2003, we refinanced our bank credit facility. The new facility provided for borrowings of up to $600.0 million, consisting of a $350.0 million revolving credit facility and $250.0 million term loan “B” facility. In August 2004,

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we amended the bank credit facility. The August amendment and refinancing maintains the revolving credit facility and provides for a $100.0 million term loan “A” and a $148.8 million term loan “C,” both of which were used to refinance the previous term loan “B” facility. The amendment and refinancing revised maturities and lowered borrowing margins on the bank credit facility.

     In January 2004, we completed the sale of $150.0 million of our 6 3/8% Senior Subordinated Notes due 2014 to refinance in part our 8 5/8% Senior Subordinated Notes on their first call date. Until then, we used the net proceeds from the sale to pay off the revolving portion of our credit facility and elected to accumulate cash. On July 1, 2004, the first redemption date, we used cash on hand and borrowings under the bank credit facility to redeem all our outstanding $200.0 million 8 5/8% Senior Subordinated Notes.

Operating Strengths and Strategies

     Our long-term operating strategy is to increase revenues and operating cash flows through geographic clustering, partnerships and internal growth. Our internal growth strategy is built on our key strengths, which include development of new revenue streams, local news leadership, circulation growth and prudent cost controls. In addition, we seek to drive revenue growth in our Internet operations by leveraging our local content across a diverse array of classified advertising categories, including employment, automotive, real estate and other Internet verticals.

     Geographic Clusters and Partnerships. One of our key acquisition strategies is to acquire newspapers in markets contiguous to our own. We refer to this strategy, which we pioneered, as “clustering.” Clustering enables us to realize operating efficiencies and economic synergies, such as the sharing of management, accounting, newsgathering, advertising and production facilities. In addition, we seek to increase operating cash flows at acquired newspapers by reducing labor costs, and implementing overall improvements in cost management. Clustering also enables us to maximize revenues by selling advertising into newspapers owned by us in contiguous markets. We believe that this strategy allows us to achieve higher operating margins at our clustered newspapers than we would realize from those newspapers on a stand-alone basis. The California Newspapers Partnership (“CNP”), the Denver Newspaper Agency (the “Denver JOA” or “DNA”) and the Texas-New Mexico Newspapers Partnership are all extensions of this strategy.

     New Revenue Streams. We focus on developing and implementing new revenue initiatives and exporting these initiatives across all of our newspapers. We continue to launch niche publications and implement other revenue growth initiatives, such as a monthly contest for the “best new revenue initiative,” revenue Think Tanks with our top sales executives, TOMA (“Top of Mind Awareness”) which introduces small local advertisers to the power of newspaper advertising and SWAT programs which utilize the skills of our best sales representatives in a sales blitz at a sister newspaper. We have also formed strategic alliances, such as a relationship with a direct mail provider designed to increase our share of the mid-week preprint and print and delivery business in four of our markets, including most recently the San Francisco Bay area. In January 2004, our Los Angeles Newspaper Group launched IMPACTO USA, a weekend home delivered Spanish-language newspaper. IMPACTO USA is home delivered every Saturday to over 250,000 Hispanic households in Central and East Los Angeles, Long Beach and the San Fernando Valley under a distribution strategy developed through the Latino Newspaper Network, a marketing and advertising sales partnership in which we participate. In conjunction with these programs, we utilize market research, demographic studies, zoning, strong local market penetration and active community involvement to develop and implement marketing programs that allow our newspapers to maximize their share of the available advertising dollars in the market.

     Local News Leadership. We believe that we have assembled the largest local newsgathering resources in our markets and we are committed to being the leading provider of high quality local news in those markets. Each newspaper is locally managed and sets its own news coverage and editorial policy based on the local market. Our focus on in-depth local news coverage sets us apart from other news sources in our markets, contributing to reader loyalty and increasing franchise value. With the timeliness and availability of national and world news 24 hours a day on television and the Internet, we believe that providing in-depth local news coverage is invaluable and is what sets us apart from other news sources, generating reader loyalty and increasing franchise value. Additionally, our ongoing involvement in the communities in which we operate not only strengthens our relationships with these communities but also provides our advertisers a superior vehicle for promoting their goods and services. Although our focus is primarily on local news, we are committed to providing quality national and international news coverage when it is of particular interest to the local community, such as sending embedded reporters and photographers from our metropolitan daily newspapers to cover the war in Iraq.

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     The majority of our newspapers receive awards annually for excellence in various editorial categories in their respective regions and circulation size. For example, The Denver Post achieved the highest award for editorial excellence, winning a Pulitzer Prize in 2000 for its coverage of the Columbine High School tragedy. Our other newspapers have also received numerous awards from state press associations as well as other peer organizations for their editorial content, local news and sports coverage, and photography. In addition, our newspapers are designed to visually attract readers through attractive layouts and color enhancements, and in an ongoing effort to improve quality, we have made investments in digital photography.

     Circulation Growth. Circulation growth is essential to maintaining and growing the long-term franchise value at our newspapers. Accordingly, we have and will continue to make significant investments in circulation promotion, telemarketing and other circulation growth campaigns to increase circulation and readership. Recently enacted telemarketing rules, including the National Do-Not-Call Registry, are having an impact on our ability to gain subscriptions through telemarketing; however, we are not prohibited from calling those persons who are not registered with the registry or those persons who are, but with whom we have had a pre-existing relationship during the prior 18 months. Other home delivery circulation marketing programs are being implemented to offset the impact of the reduction in telemarketing. Our management incentive programs are designed to reward our publishers for circulation growth at their daily newspapers. Our circulation growth strategies are focused on growing home delivery and single copy sales, the most desired circulation types for our advertisers. We continue to balance our commitment to circulation growth with circulation profit by instituting programs that target the replacement of higher churn short-term circulation orders with longer term, more profitable circulation, thereby delivering a stable subscriber base for our advertising customers and controlling subscriber acquisition costs. This strategy has improved circulation profits, but may at times decrease circulation volumes in the short-term. We are also making investments in technology to enhance demographic targeting of potential subscribers, aimed at selling to and retaining high quality subscribers.

     Cost Controls. We focus on cost control with a particular focus on managing staffing requirements. At newspapers with collective bargaining unions, management strives to enter into long-term agreements with small annual increases. In addition, we further control labor costs through investments in state-of-the-art production equipment that improve production quality and increase operating efficiency. We are equally focused on newsprint cost control. Each of our newspapers benefits from the discounted newsprint pricing we obtain as one of the largest newspaper groups in the United States. We purchase newsprint from several suppliers under arrangements resulting in what we believe are some of the most favorable newsprint prices in the industry.

     We were the first newspaper company in the United States to convert all of our newspapers to a 50-inch web width, which reduced the width of a single newspaper page to 12.5 inches from either 13.5 inch or 13.75 inch page widths. These conversions have permanently reduced our newsprint consumption by approximately 8% below levels prior to conversion. While converting to the 50-inch web-width cut our newsprint costs, it also had the added benefit of improving customer satisfaction through ease of use.

     Internet. MediaNews Group interactive (“MNGi”), our Internet subsidiary, was established to take advantage of the increasing use of the Internet and its advertising growth opportunities. Our mission is to use the Internet and other electronic media to enhance and broaden our position as the leading provider of news, information and services in our strategically located markets. We are growing market share and extending the profitability of our local media franchises by leveraging our extensive newsgathering resources, print and online sales infrastructures and partnering with providers of emerging technologies, including broadband and wireless. We expect to extend the reach of our brands beyond our core and existing print audience to attract younger and more diverse users. Finally, we are cultivating relationships with new and existing advertisers by proactively addressing their needs and providing multimedia packages reaching target customers and generating optimal results.

     We intend to increase our direct sales by offering more comprehensive self-service online products in the future. We have also begun to implement next generation classified capabilities that we believe will result in more revenue per order, new revenue streams and significant cost savings. The development of these products will allow us to better compete with new entrants into on-line advertising and enhance advertiser satisfaction. In addition, we are introducing site registration and personalization across each of our sites, giving us the ability to integrate our online/offline databases to allow for a very high degree of online targeted marketing including print subscription acquisitions, email marketing and the ability to target advertising based on the captured demographic and psychographic data.

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     We have also made strategic Internet investments that we believe expand and enrich our online content, which are described in more detail below.

•		PowerOne Media (www.poweronemedia.com), provides interactive vertical classified advertising solutions, primarily for the newspaper industry. PowerOne Media solutions include CarCast, Zwire!, Classified Hosting, Employment (CareerSite), Display Ads, Franchise Solutions, Online Dating, and Real Estate. We own approximately 16% of PowerOne Media.
•		SeeitBuyit (www.seeitbuyit.com), is a marketing and promotional services company focused on providing the real estate industry a powerful listing and selling tool designed to provide a one stop shopping marketing solution for our real estate advertising customers. “SeeitBuyit” provides realtors with video photography online home tours brochures, direct mail pieces, and other items used by realtors in selling new and existing homes. SeeitBuyit is a wholly-owned subsidiary of MediaNews.

     By being the leading provider of local news and information in our markets, and leveraging the Internet, electronic media, emerging wireless and broadband technologies, we believe that our newspapers are well positioned to respond to and benefit from changes in the way advertising, news and information are delivered to customers now and in the future. Links to our online newspapers can be found at www.newschoice.com

     Superior Management. Our management team has a proven track record of successfully acquiring, including through partnerships, approximately 70 newspapers that have been successfully integrated into our operations. Our senior executives have spent the majority of their careers in the newspaper industry operating, acquiring and integrating newspapers.

     Strategic Acquisitions. In the past we have sought to acquire newspapers that are contiguous to our existing newspapers and that represent compelling values based on expected operating cash flow growth from clustering synergies, efficiencies or otherwise. We may from time to time continue to evaluate and pursue strategic or targeted acquisitions that meet our strict acquisition criteria, including our goal of not increasing our leverage ratio over the long-term.

Advertising and Circulation Revenues

     Advertising is the largest component of a newspaper’s revenues, followed by circulation revenue. Advertising rates at each newspaper are established based upon market size, circulation, readership, demographic makeup of the market and the availability of alternative advertising media in the marketplace. While circulation revenue is not as significant as advertising revenue, circulation trends can impact the decisions of advertisers and advertising rates.

     Advertising revenue includes Retail (local and national department stores, specialty shops, preprinted advertising circulars and other local retailers, direct mail and niche publications), National (national advertising accounts) and Classified advertising (employment, automotive, real estate, private party and personals). In fiscal year 2004, classified revenue continued to be impacted by declines in classified employment advertising due to the continued weak labor markets in most of our newspaper markets and throughout most of the United States. However, many of our newspapers began to see positive trends in the second half of the fiscal year. Other revenue consists primarily of revenue from commercial printing and the Internet. The contributions of Retail, National, Classified, Circulation and Other revenue to total revenues for fiscal years 2004, 2003 and 2002 are shown in the table below.

(1)

Generally accepted accounting principles do not allow us to consolidate the revenues for our JOA investments we do not control; accordingly, we record our share of the JOAs’ net results in one line item, “Income from Unconsolidated JOAs.” The revenue data for the JOAs we do not control (Salt Lake City, Denver, and Charleston through May 7, 2004) are excluded from this summary (see further discussion under Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies).

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Newsprint

     Newsprint is one of the largest costs of producing a newspaper, and the price of newsprint is subject to changes in worldwide supply and demand. We buy newsprint from several suppliers under arrangements that we believe provide us with some of the most favorable long-term newsprint prices in the industry. We also own, through Kearns-Tribune, LLC, a 6% interest in Ponderay Newsprint Company. During fiscal years 2004, 2003, and 2002, excluding our unconsolidated JOA operations, we consumed approximately 150,000, 154,000 and 148,000 metric tons of newsprint, respectively, and, during the same periods, incurred newsprint expense of $72.8 million, $67.3 million and $74.8 million, respectively. Newsprint expense as a percentage of revenue from our newspaper operations (excluding unconsolidated JOAs) for fiscal years 2004, 2003 and 2002, was 9.8%, 9.2% and 10.6%, respectively. Newsprint expense decreased from fiscal year 2002 through fiscal year 2003, primarily due to the decrease in the average price per metric ton of 13% from 2002 to 2003, as a result of price decreases that began in 2002 and continued into 2003. However, the average price per metric ton began to increase in the second quarter of fiscal year 2003 and continued to increase throughout fiscal year 2004. For the year ended June 30, 2004, our average price per metric ton was $485, whereas for the year ended June 30, 2003, our average price per metric ton was $438. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Near Term Outlook — Newsprint Prices” for a discussion regarding current newsprint pricing trends.

Employee Relations

     As of June 30, 2004, we employed at our consolidated entities and unconsolidated JOAs (excluding the Charleston JOA) approximately 8,000 full-time and 2,000 part-time employees, of which approximately 3,000 are unionized (almost 2,000 of the total union employees are in Denver). There has never been a strike or work stoppage at any of our newspapers during our ownership, and we believe that our relations with our employees are generally good.

Seasonality and Cyclicality

     Newspaper companies tend to follow a distinct and recurring seasonal pattern, with higher advertising revenues in months containing significant events or holidays. Accordingly, the fourth calendar quarter, or our second fiscal quarter, is generally our strongest revenue quarter of the year. Due to generally poor weather and a lack of holidays, the first calendar quarter, or our third fiscal quarter, is generally our weakest revenue quarter of the year.

     Our advertising revenues, as well as those of the newspaper industry in general, are cyclical and dependent upon general economic conditions. Historically, advertising revenues have increased in periods of economic growth and declined with general national, regional and local economic downturns and recessionary economic conditions.

Competition

     Each of our newspapers competes for advertising revenue to varying degrees with magazines, yellow pages, radio, television and cable television, as well as with some weekly publications, direct mail and other advertising media, including electronic media (Internet). Competition for newspaper advertising is largely based upon circulation, price and the content of the newspaper. Our suburban and small city daily newspapers are the dominant local news and information source, with strong brand name recognition and no direct competition from similar daily newspapers published in their markets. However, as with most suburban small city daily newspapers, some circulation competition exists from larger daily newspapers, which are usually published in nearby metropolitan areas.

     We believe larger metropolitan daily newspapers with circulation in our suburban newspaper markets generally do not compete in any meaningful way for local advertising revenues, a newspaper’s main source of revenues. Our suburban daily newspapers capture the largest share of local advertising as a result of their in-depth coverage of their suburban market, providing our readers with local stories and information that major metropolitan newspapers are unable or unwilling to provide. In addition, we believe advertisers generally regard newspaper advertising as a more effective method of advertising promotions and pricing as compared to television, which is generally used to advertise image.

     Most newspapers are now publishing news and other content on the Internet. In addition, there are many sites on the Internet, which are advertising and/or subscription supported. Many of these sites target specific types of advertising such as employment, real estate and automotive classified. Accordingly, we have invested and will continue to invest in our online

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strategy, which we believe allows us to capture our share of the advertising dollars being spent on the Internet now and in the future.

Regulation and Environmental Matters

     Substantially all of our facilities are subject to federal, state and local laws concerning, among other things, emissions to the air, water discharges, handling and disposal of waste and remediation of contaminated sites. Compliance with these laws has not had, nor do we expect it to have, a material effect upon our capital expenditures, net income or competitive position. Although we believe we are in material compliance with these requirements, we may not have been and will not at all times be in complete compliance with all applicable requirements, and there can be no guarantee we will not incur material costs including fines or damages, resulting from non-compliance.

     Environmental laws and regulations and their interpretation have changed rapidly in recent years and may continue to do so in the future. These may include obligations to investigate and clean-up environmental contamination on or from properties we currently or formerly owned or operated, or at off-site locations where we are identified as a responsible party. Certain laws impose strict and, under certain circumstances, joint and several liability for investigation and clean-up costs. Environmental Assessment Reports of our properties have identified historic activities and conditions on certain of these properties, as well as current and historic uses of properties in surrounding areas, which may require further study or remedial measures. No material remedial measures are currently anticipated or planned by us with respect to our properties. However, no assurance can be given that existing Environmental Assessment Reports reveal all environmental liabilities, that any prior owner of our properties did not create an environmental condition not known to us, or that an environmental condition does not otherwise exist at any such property which could result in incurrence of material cost.

     Because we deliver certain newspapers by second-class mail, we are required to obtain permits from, and to file an annual statement of ownership with, the United States Postal Service.

Item 2: Properties

     Our corporate headquarters are located in Denver, Colorado. The listing below of our production and operating facilities are, in most cases, complete newspaper production and office facilities, but the listing also includes television and radio stations. The principal production and operating facilities we own are located in:

     Certain facilities located in Denver, Colorado and Oakland, Pasadena, San Bernardino, Hayward and Pleasanton, California are operated under long-term leases.

     We believe that all of our properties are generally well maintained, in good condition and suitable for current operations. Our equipment is adequately insured.

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Item 3: Legal Proceedings

     MediaNews and Salt Lake City Tribune Publishing Company (“SLTPC”) continue to be involved in litigation over SLTPC’s option to acquire the assets used in connection with the operation and publication of The Salt Lake Tribune. See Note 11: Commitments and Contingencies, of the notes to our consolidated financial statements for a description of the background of this litigation.

     We are also involved in other legal proceedings. Kmart Corporation (“Kmart”) has commenced an adversary proceeding against us and certain of our subsidiaries and joint operating agencies in bankruptcy court seeking the return of certain payments received from Kmart under a “critical vendor” program with respect to pre-bankruptcy balances due from Kmart. On February 24, 2004, the United States Court of Appeals for the Seventh Circuit upheld a ruling that payments to “critical vendors” by Kmart related to pre-bankruptcy balances due these vendors were improper. We are currently evaluating our legal options with respect to Kmart’s claims for return of payments received. Our June 30, 2004 financial statements reflect an accrual for our estimated losses associated with the critical vendor payments received from Kmart. See Note 11: Commitments and Contingencies, of the notes to our consolidated financial statements for a more complete description of this and other lawsuits.

Item 4: Submission of Matters to a Vote of Security Holders

     None.

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PART II

Item 5: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

     There were no equity securities sold by us during fiscal year 2004. There is no established public trading market for our common stock.

     As of September 27, 2004, there were approximately 10 record holders of our Class A Common Stock.

     We have not paid a cash dividend on our common stock and we do not currently have plans to pay cash dividends on our common stock. In addition, our long-term debt agreements contain covenants which, among other things, limit our ability to pay dividends to our shareholders.

     We do not currently have any equity compensation plans, although an equity compensation plan is currently being considered.

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Item 6: Selected Financial Data

     The following table sets forth the selected historical consolidated financial data for fiscal years 2000 through 2004, which is derived from the consolidated financial statements of MediaNews and should be read in conjunction with such financial statements and the related notes included elsewhere in this Form 10-K. The selected historical consolidated financial data of MediaNews is qualified by reference to, and should be read together with, the consolidated financial statements of MediaNews and related notes thereto included elsewhere in this Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Footnotes from previous page (continued).

(b)		Prior Year Reclassifications. For comparability certain prior year balances have been reclassified to conform to current reporting classifications.
(c)		Non-GAAP Financial Data. The Non-GAAP Financial Data presented, including Adjusted EBITDA and Adjusted EBITDA Available to Company, are not measures of performance recognized under GAAP. However, we believe that they are indicators and measurements of our leverage capacity and debt service ability. Adjusted EBITDA and Adjusted EBITDA Available to Company should not be considered as an alternative to measure profitability, liquidity, or performance, nor should they be considered an alternative to net income, cash flows generated by operating, investing or financing activities, or other financial statement data presented in our consolidated financial statements. Adjusted EBITDA is calculated by deducting cost of sales and SG&A expense from total revenues. Adjusted EBITDA Available to Company is calculated by: (i) reducing Adjusted EBITDA by the minorities’ interest in the Adjusted EBITDA generated from the California Newspapers Partnership, The Denver Post Corporation, and through April 30, 2004, The York Newspaper Company, our less than 100% owned subsidiaries (“Minority Interest in Adjusted EBITDA”); (ii) increasing Adjusted EBITDA by our combined proportionate share of the Adjusted EBITDA generated by our unconsolidated JOAs in Denver, Salt Lake City and through May 7, 2004, Charleston (“Combined Adjusted EBITDA of Unconsolidated JOAs”); and (iii) increasing Adjusted EBITDA by our proportionate share of EBITDA from the Texas-New Mexico Newspapers Partnership (see footnote e). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Reconciliation of GAAP and Non-GAAP Financial Information.”
(d)		Long-Term Debt and Capital Leases, Net as shown is net of cash and minority interest in cash and long-term debt and includes our share of long-term debt and capital leases in unconsolidated JOAs.

(e)

EBITDA of Texas-New Mexico Newspapers Partnership. The Texas-New Mexico Newspapers Partnership agreement, effective March 3, 2003, requires the partnership to make distributions equal to the earnings of the partnership before depreciation and amortization (EBITDA). EBITDA of Texas-New Mexico Newspapers Partnership has been included in Adjusted EBITDA Available to Company as it is an integral part of our cash flow from operations defined by our debt covenants. Previously, we had included distributions from the Texas-New Mexico Newspapers Partnership in Adjusted EBITDA Available to Company. However, now we include our 33.8% share of the EBITDA of Texas-New Mexico Newspapers Partnership. This change was made in order to better conform to the definition of operating cash flows in our debt agreements. All periods presented reflect this change.

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Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

     The following analysis of the financial condition and results of operations should be read in conjunction with the Selected Financial Data and the consolidated financial statements of MediaNews Group, Inc. and the notes thereto appearing elsewhere herein.

Company Overview

     We are in the business of owning and operating daily and weekly newspapers and Internet Web sites related thereto. Our newspapers derive their revenues primarily from advertising and circulation. Our primary operating expenses (before interest, depreciation and amortization) are employee salaries, newsprint, marketing and distribution. In addition to our newspaper operations, we own radio stations in Graham and Breckenridge, Texas and a CBS affiliate television station in Anchorage, Alaska. However, for the fiscal year ended June 30, 2004, the combined revenues of these non-newspaper operations were not significant to our operations as they comprised approximately 1.0% of our consolidated revenue.

     Newspaper revenues tend to follow a distinct and recurring seasonal pattern, with higher advertising revenues in months containing significant events or holidays. Accordingly, the fourth calendar quarter, or our second fiscal quarter, is generally our strongest revenue quarter of the year. Due to generally poor weather and lack of holidays, the first calendar quarter, or our third fiscal quarter, is generally our weakest revenue quarter of the year.

     Our advertising revenues, as well as those of the newspaper industry in general, are cyclical and dependent upon general economic conditions. Historically, advertising revenues have increased in periods of economic growth and declined during national, regional and local economic downturns.

Critical Accounting Policies

     The preparation of financial statements in accordance with generally accepted accounting principles at times requires the use of estimates and assumptions. We make our estimates, based on historical experience, actuarial studies and other assumptions, as appropriate, to assess the carrying values of assets and liabilities and disclosure of contingent matters. We re-evaluate our estimates on an ongoing basis. Actual results could differ from these estimates. Critical accounting policies for us include revenue recognition; accounts receivable allowances; recoverability of our long-lived assets, including goodwill and other intangible assets, which are based on such factors as estimated future cash flows and current fair value estimates; and pension and retiree medical benefits, which require the use of various estimates concerning the work force, interest rates, plan investment return, and involve the use of advice from consulting actuaries. Our accounting for federal and state income taxes is sensitive to interpretation of various laws and regulations and the valuation of deferred tax assets. The notes to our consolidated financial statements included later in this Form 10-K contain a more complete discussion of our significant accounting policies.

     Advertising revenue is earned and recognized when advertisements are published, inserted, aired or displayed and are net of provisions for estimated rebates, credit and rate adjustments and discounts. Circulation revenue includes home delivery subscription revenue, single copy and third party sales. Single copy revenue is earned and recognized based on the date the publication is delivered to the single copy outlet, net of provisions for returns. Home delivery subscription revenue is earned and recognized when the newspaper is delivered to the customer or sold to a home delivery independent contractor. Amounts received in advance of an advertisement or newspaper delivery are deferred and recorded on the balance sheet as a current liability and recognized as revenue when earned.

     The operating results of our unconsolidated JOAs are reported as a single net amount in the accompanying financial statements in the line item “Income from Unconsolidated JOAs.” This line item includes:

•		Our proportionate share of net income from JOAs,
•		The amortization of subscriber lists created by the original purchase by us of the JOAs’ interests as the subscriber lists are attributable to our earnings in the JOAs, and
•		Editorial costs, miscellaneous revenue received outside of the JOA, and other charges incurred by our consolidated subsidiaries directly attributable to providing editorial content and news for our newspapers party to a JOA.

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Operating Results

     We have provided below certain summary historical consolidated financial data for fiscal years 2004, 2003 and 2002, in each case including the percentage change between periods. For comparability, certain prior year balances have been reclassified to conform to current reporting classifications.

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Summary Supplemental Non-GAAP Financial Data

     Joint operating agencies, or JOAs, represent an operating structure that is unique to the newspaper industry. Prior to EITF 00-1 “Balance Sheet and Income Statement Display under the Equity Method of Investments in Certain Partnerships and Other Unincorporated Joint Ventures,” which eliminated the use of pro-rata consolidation except in the extractive and construction industries, we reported the results of our JOA interests on a pro-rata consolidated basis. Under this method, we consolidated, on a line-item basis, our proportionate share of the JOAs’ operations. Although pro-rata consolidation is no longer considered an acceptable method for our financial reporting under GAAP, we believe it provides a meaningful presentation of the results of our operations and the amount of operating cash flow available to meet our debt service and capital expenditure requirements. Our JOA agreements do not restrict cash distributions to the owners and in general our JOAs make monthly or quarterly distributions. We use pro-rata consolidation to internally evaluate our performance and present it here because our bank credit agreement and the indentures governing our senior subordinated notes define cash flows from operations for covenant purposes using pro-rata consolidation. We also believe financial analysts and investors use the pro-rata consolidation and the resulting Adjusted EBITDA, combined with capital spending requirements, and leverage analysis to evaluate our performance. This information should be used in conjunction with GAAP performance measures in order to evaluate our overall prospects and performance. Net income determined using pro-rata consolidation is identical to net income determined under GAAP.

     In the table below, we have presented the results of operations of our JOAs using pro-rata consolidation, including the percentage change between periods. Our JOAs include The York Newspaper Company and Denver Newspaper Agency and the Salt Lake City JOA for all periods presented, and Charleston Newspapers through May 7, 2004. See Notes 2 and 3 to the consolidated financial statements for additional discussion of the GAAP accounting for our JOAs. For comparability, certain prior year balances have been reclassified to conform to current reporting classifications.

THE INFORMATION IN THE FOLLOWING TABLE IS NOT PRESENTED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND DOES NOT COMPLY WITH ARTICLE 11 OF
REGULATION S-X FOR PRO FORMA FINANCIAL DATA

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Fiscal Year 2004 Executive Overview

     Fiscal year 2004, like fiscal year 2003, was heavily influenced by the tepid economic recovery at both a national and regional level. However, the second half of fiscal year 2004 began to show signs of improvement and despite the sluggish economy, we continued to grow advertising revenues during fiscal year 2004. Growth from retail, national and preprint advertising was somewhat mitigated by losses in employment and automotive classified advertising in most of our markets. While advertising revenue grew in fiscal year 2004, circulation revenues declined slightly as we continued to focus on growing circulation volumes in most of our markets. The national Do-Not-Call Registry has presented us, and the industry, with a challenge to develop new ways to attract subscribers. In fiscal year 2004 our circulation growth strategy was largely influenced by the increased use of longer-term lower priced subscription offers. The decrease in revenue from this strategy is largely offset by reduced subscriber churn and related circulation acquisition costs. The trend of significant growth in Internet advertising revenue that began several years ago continued as Internet related revenues increased 37% in fiscal year 2004, after adjusting for acquisitions and dispositions. The Internet is a critical element of our overall strategy to deliver news and information to a larger, more diverse and younger audience, which in turn allows our advertising customers to take advantage of our expanded market reach.

     During fiscal year 2004, two of our largest expenses, newsprint and employee benefit costs, increased considerably. Excluding our unconsolidated JOAs, our average cost per metric ton of newsprint increased from $438 to $485, which caused cost of sales to increase over $7.0 million for fiscal year 2004. Reduced consumption associated with decreases in classified advertising and a shift to preprint advertising from advertising printed in the newspaper helped to somewhat offset the impact of the price increase. Employee benefit costs were driven by increases in health care costs and post retirement benefits. Health care costs across the United States continued to increase during fiscal year 2004, as well as pension and other post retirement benefit costs due to increases in assumed health care costs and decreases associated with the expected rate of return on the related pension assets. We continue to maintain tight cost controls throughout our organization and seek to identify areas where further cost control measures can be implemented.

     Our current year results were also impacted by several significant transactions completed during fiscal year 2004.

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We restructured our interest in the Charleston JOA for $55.0 million in cash and recorded a pre-tax gain of $8.0 million. We also restructured our interest in The York Newspaper Company through the exercise of our option to buy out the minority partner’s interest and purchase the masthead of the York Daily Record for $38.3 million using a portion of the proceeds from the Charleston Newspapers restructuring. The net of these transactions will be a positive impact on Adjusted EBITDA Available to Company in the future.

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In January 2004, we purchased two weekly newspapers: the Grunion Gazette and Downtown Gazette. These weeklies are distributed in and around Long Beach, California, where we own the daily newspaper.

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We launched IMPACTO USA, a Spanish-language publication in the Los Angeles market that is home delivered on Saturdays to 250,000 targeted households.

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We launched LA.com, an Internet start-up.

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We took advantage of the lower interest rates available to us in both the bond and bank financing markets by refinancing the majority of our long-term debt. This included refinancing our $300.0 million 8 3/4% bonds due in 2009 with $300.0 million of our 6 7/8% bonds due in 2013 and refinancing our bank credit facility in December 2003, to take advantage of lower borrowing margins and increase the amount available under our revolving credit facility. We again amended and refinanced a portion of our bank credit facility in August 2004 to take advantage of lower borrowing margins. We also sold $150.0 million of our 6 3/8% bonds in anticipation of the retirement of $200.0 million of our 8 5/8% bonds, which was accomplished in July 2004. If we had completed all these refinancings as of July 1, 2003, we would have saved approximately $16.0 million in interest expense during fiscal year 2004.

     Our unconsolidated JOAs were also impacted by the challenges we mentioned above, most notably in the area of employee benefit costs. However, on a combined basis our Denver and Salt Lake City JOAs grew revenues and operating results. The Salt Lake City JOA produced strong results year over year, despite being burdened by a significant charge related to the curtailment of a post retirement benefit plan, which will reduce expenses in the future. Our interest in the Salt

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Lake JOA continues to be subject to litigation by the former owners of The Salt Lake Tribune. Results at Charleston Newspapers for the first ten months of fiscal year 2004 (prior to the restructuring of our interest) were down compared to the same ten months of the prior year.

Transactions

     In addition to the fiscal year 2004 transactions described earlier, certain transactions in fiscal year 2003 had an impact on the comparisons of our results for the years ended June 30, 2004 and 2003 and comparisons of our results for the years ended June 30, 2003 and 2002.

     In fiscal year 2003, acquisition transactions that affect comparisons include CNP’s October 1, 2002 purchases of The Reporter in Vacaville, California and the Original Apartment Magazine in southern California and the January 31, 2003 purchase of the Paradise Post in Paradise, California. In addition to these acquisition transactions, comparisons are also affected by the formation of the Texas-New Mexico Newspapers Partnership effective March 3, 2003, after which we no longer consolidate the results of the New Mexico newspaper properties that we contributed to the partnership. Our investment in the Texas-New Mexico Newspapers Partnership is accounted for under the equity method of accounting and the partnership’s results are included in “Equity Investment Income, Net.”

Comparison of Fiscal Years Ended June 30, 2004 and 2003

Revenues

     Revenues for the years ended June 30, 2004 and 2003 were $753.8 million and $738.6 million, respectively. The change represents an increase of $15.2 million, or 2.1%. The aforementioned transactions in fiscal years 2004 and 2003 had the net impact of increasing reported revenues by $2.0 million for the year ended June 30, 2004 as compared to the prior year. On a same newspaper basis (adjusting for the aforementioned fiscal year 2004 and 2003 transactions), the following changes occurred between fiscal years 2004 and 2003:

     Advertising Revenues. Advertising revenues increased 1.6% for the year ended June 30, 2004, as compared to the prior year. The increase in advertising revenue was due principally to increases in retail, national and preprint advertising, offset in part by a slight decrease in classified advertising. Classified employment advertising continued to be a challenge at the majority of our newspapers in California due to the weak employment market. Our newspapers in the San Francisco Bay Area market in particular were hard hit by losses in employment advertising. We also experienced declines in classified automotive advertising in some markets, offset in part by increases in classified real estate. Beginning in the third quarter of fiscal year 2004, we began to experience year over year improvements in classified employment advertising in many markets which we anticipate will continue to show year over year growth through fiscal year 2005.

     Circulation Revenues. Circulation revenues decreased by 1.8% for the year ended June 30, 2004, as we have continued to grow circulation by offering discounts to acquire new subscribers with long-term orders. The lower revenue from selling longer-term orders at a discount is generally offset with cost savings from writing fewer new orders.

     Other Revenues. Other revenues increased 18.2% for the year ended June 30, 2004, in part due to our obtaining new commercial printing contracts in northern California. Also contributing to the increase was revenue growth from our Internet operations, which increased 37% for the year ended June 30, 2004 as compared to the prior year. The increase in Internet revenues was a result of new initiatives in online employment, automotive and general classified advertising and the continued strong market acceptance of the combined print and online packages that we offer to our advertisers.

Income from Unconsolidated JOAs

     Income from unconsolidated JOAs for the years ended June 30, 2004 and 2003 was $22.2 million and $25.2 million, respectively. Our proportionate share of income from the Charleston JOA was $1.1 million less in fiscal year 2004 compared to the prior year. The remaining change is due to a decrease in income from the Denver JOA, which was partially offset by an increase in income from the Salt Lake City JOA. Results at the Denver and Salt Lake City JOAs were negatively impacted by accruals for the Kmart “critical vendor” program (see further discussion in Note 11: Commitments and Contingencies), while the prior year results were positively impacted by our share of the Denver JOA’s non-operating gain of $3.8 million related to

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the sale of its office building. Excluding these two infrequent items, our share of income from the Denver Newspaper Agency improved on a year over year basis.

Cost of Sales

     Cost of sales for the years ended June 30, 2004 and 2003 was $234.8 million and $221.9 million, respectively. The change represents an increase of $12.9 million, or 5.8%. The aforementioned transactions in fiscal years 2004 and 2003 had the net impact of increasing cost of sales by $2.4 million for the year ended June 30, 2004 as compared to the prior year. Excluding the aforementioned transactions, cost of sales increased 5.0% year-over-year on a same newspaper basis. The current year increase in cost of sales was due in part to a 10.7% increase in our average price per metric ton of newsprint consumed in fiscal year 2004 as compared to the prior year. Partially offsetting the increase in the average price was a slight decrease in newsprint consumption.

Selling, General and Administrative

     Selling, general and administrative (“SG&A”) expense for the years ended June 30, 2004 and 2003 was $366.6 million and $346.8 million, respectively. The change represents an increase of $19.8 million, or 5.7%. The aforementioned transactions in fiscal years 2004 and 2003 had the net impact of increasing SG&A by $2.6 million for the year ended June 30, 2004 as compared to the prior year. Excluding the aforementioned transactions, SG&A increased 5.3% year-over-year on a same newspaper basis. The current year increase is primarily the result of large increases in health care costs and retirement benefits, as well as increases in outside printing for niche publications, promotional expenses, new product expenses and increased costs associated with the revenue growth in our Internet operations, including operating expenses of $3.1 million associated with our Internet start-up LA.com, which has had minimal revenues since its launch in January to offset the related start-up expenses. At the end of the first quarter of fiscal year 2005, we significantly curtailed the expenses associated with LA.com.

Interest Expense

     Interest expense for the years ended June 30, 2004 and 2003 was $57.0 million and $64.3 million, respectively. The change represents a decrease of $7.3 million, or 11.2%. The decrease in interest expense was the result of a decrease in average debt outstanding due to debt paydowns, as well as a reduction in the weighted average cost of debt. The lower weighted average cost of debt was a result of the combination of lower short-term interest rates associated with our bank credit facility borrowings, the June 2003 refinancing of our 9.0% Subordinated Promissory Note with a bank term loan, and the November 2003 refinancing of our 8 3/4% Senior Subordinated Notes with our 6 7/8% Senior Subordinated Notes due 2013. Partially offsetting the decrease in the weighted average cost of debt for fiscal year 2004 was an increase in interest expense caused by temporarily paying off lower cost debt under the revolver portion of our new bank credit agreement (LIBOR plus 1.75%) with proceeds from the third quarter issuance of our $150.0 million 6 3/8% Senior Subordinated Notes, which was compounded as a result of significant cash remaining after the payoff of the revolver. The excess cash, in combination with borrowings under the revolver portion of our bank credit facility, was used to redeem our $200.0 million 8 5/8% Senior Subordinated Notes on July 1, 2004 (the first redemption date). Our average debt outstanding decreased $31.4 million, or 3.3%, and our weighted average interest rate decreased 60 basis points for the year ended June 30, 2004, as compared to the prior year. The fiscal year 2004 refinancings are expected to further reduce our weighted average cost of borrowings in the future.

     Interest expense was also impacted by net settlements related to our interest rate swap agreements. The net settlements of our interest rate swap agreements had the effect of decreasing interest expense by $3.0 million for the fiscal year ended June 30, 2004 as compared to the prior year.

Other (Income) Expense, Net

     Included in other (income) expense, net are those costs or income items that are not related to current operations. Other (income) expense, net for the year ended June 30, 2004 was $17.4 million. The charges incurred for the year ended June 30, 2004 include litigation expense of $2.2 million associated with the acquisition of Kearns-Tribune, LLC (Salt Lake City), $(4.0) million reduction to reflect the current estimated cost to repurchase an option held by a third party to acquire one of

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our newspapers (the estimated cost of purchasing the option fluctuates with the performance of the newspaper), $2.1 million related to hedging activities, which did not qualify for hedge accounting under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, $9.3 million for the repurchase premiums, net of unamortized premiums associated with the early redemption of our 8 3/4% Senior Subordinated Notes, $1.0 million in costs associated with our unsuccessful bid for Freedom Communications, Inc., $1.1 million related to the write-off of amounts held in escrow and other prepaid acquisition costs to purchase the KTBY license in Alaska (see Note 5: Acquisitions, Dispositions and Other Transactions), and $5.7 million, net related to various other costs not related to current operations, including the estimated losses associated with the critical vendor payments refund demand received from Kmart and (see further discussion regarding Kmart critical vendor payments in Note 11: Commitments and Contingencies).

Equity Investment Income, Net

     Included in equity investment income, net is our share of the net income (or loss) of our non-JOA equity investees as further described in Note 2: Significant Accounting Policies and Other Matters of the notes to consolidated financial statements. The $5.8 million increase in equity investment income, net was primarily related to the equity income from the Texas-New Mexico Newspapers Partnership, the formation of which occurred in March 2003.

Net Income

     We reported net income for the years ended June 30, 2004 and 2003 of $27.6 million and $40.8 million, respectively.

     Net income for fiscal year 2004 was impacted by $9.3 million for redemption premiums, net of unamortized premiums, that were recorded as a result of redeeming our 8 3/4% Senior Subordinated Notes and a $7.0 million pre-tax gain on sale of newspaper assets, primarily associated with the Charleston Newspapers restructuring. Excluding the $9.3 million loss on early extinguishment of debt and the $7.0 million pre-tax gain on sale, pre-tax net income was $46.0 million for the year ended June 30, 2004. Prior year pre-tax income was impacted by a $27.4 million non-monetary gain recognized in conjunction with the formation of the Texas-New Mexico Newspapers Partnership. Excluding the $27.4 million gain, fiscal year 2003 pre-tax net income was $40.5 million. Also impacting net income was an $11.0 million decrease in income tax expense for the year ended June 30, 2004 as compared to the prior year, of which approximately $13.9 million is related to deferred income taxes. Our effective tax rate was 37% for the year ended June 30, 2004, as compared to 40% for the prior year.

Comparison of Fiscal Years ended June 30, 2003 and 2002

Revenues

     Revenues for the years ended June 30, 2003 and 2002 were $738.6 million and $711.1 million, respectively. The change represents an increase of $27.5 million, or 3.9%. The aforementioned transactions in fiscal year 2003 had the net impact of increasing reported revenues by $12.6 million for the year ended June 30, 2003 as compared to the prior year. On a same newspaper basis (adjusting for the aforementioned fiscal year 2003 transactions), the following changes occurred between fiscal years 2003 and 2002:

     Advertising Revenues. Advertising revenues increased 2.5% for the year ended June 30, 2003, as compared to the prior year. The advertising revenue increases during fiscal year 2003 were primarily the result of increases in national and preprint advertising, offset in part by small declines in total classified and retail advertising. Total classified revenue was only down slightly overall. However, of the components of classified revenue, classified employment represented most of the decline, which was due to the continued economic slowdown that has been experienced in the majority of our newspaper markets and throughout the United States. We also experienced small declines in classified automotive advertising, which were more than offset by improvements in classified real estate advertising.

     Circulation Revenues. Circulation revenues remained flat during fiscal year 2003 compared to prior year. Circulation volumes at our consolidated subsidiaries also did not change materially between periods.

     Other Revenues. Other revenues increased 10.7% due principally to the $4.3 million increase in revenues from our Internet operations for the year ended June 30, 2003 as compared to the prior year. The increase was the result of the continued strong market acceptance of the combined print and online packages that we offer to our advertisers, particularly in

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our online retail, automotive and employment categories, and the introduction of new products related to automotive and obituaries.

Income from Unconsolidated JOAs

     Income from unconsolidated JOAs for the years ended June 30, 2003 and 2002 was $25.2 million and $8.8 million, respectively. The improvement of $16.4 million for the year ended June 30, 2003, is primarily the result of improved revenues combined with lower operating expenses at the Denver JOA, as well as a non-operating gain recognized related to the sale of its office building. Expenses were lower as a result of lower newsprint costs and a reduction in the number of employees. The results of the Salt Lake City JOA and Charleston Newspapers did not change materially between periods.

Cost of Sales

     Cost of sales for the years ended June 30, 2003 and 2002 was $221.9 million and $220.1 million, respectively. The change represents an increase of $1.8 million, or 0.8%. The aforementioned transactions in fiscal year 2003 had the net impact of increasing cost of sales by $5.4 million for the year ended June 30, 2003 as compared to the prior year. Excluding the aforementioned transactions, cost of sales decreased 1.6% on a year over year basis. Cost of sales was impacted by increased production costs associated with printing certain new third party publications in northern California; however, our overall newsprint costs declined by $7.5 million or 10.4%, which more than offset the increase in editorial and production costs. The overall decline in newsprint costs is comprised of a 3.1% increase in consumption, offset by a 13.1% decrease in the cost per metric ton consumed, on a year over year basis.

Selling, General and Administrative

     Selling, general and administrative (“SG&A”) expense for the years ended June 30, 2003 and 2002 was $346.8 million and $324.4 million, respectively. The change represents an increase of $22.4 million, or 6.9%, for the year ended June 30, 2003, as compared to the prior year. The aforementioned transactions in fiscal year 2003 had the net impact of increasing SG&A by $6.3 million for the year ended June 30, 2003, as compared to the prior year.

     Excluding the impact of the transactions described above, SG&A expense increased 4.9%, for the year ended June 30, 2003, as compared to the prior year. The increase in SG&A expense was due in part to a $5.4 million increase in marketing and advertising expenses for the year ended June 30, 2003, as compared to the prior year. Marketing and advertising expense increased as a result of the growth in national advertising revenue and new sales initiatives that were implemented as we sought to grow revenue from non-traditional newspaper advertisers. Circulation expense also increased as a result of circulation growth strategies implemented in certain highly competitive southern California markets as well as our strategies to maintain circulation volumes in the highly competitive market around ANG Newspapers in the San Francisco Bay area. Also contributing to the increase in SG&A expense were increases in health insurance and other benefits, property and casualty insurance costs, the reinstatement of 401(k) matching benefits, the lifting of salary freezes for certain groups of employees, and increased costs associated with the revenue growth experienced in our Internet operations.

Depreciation and Amortization

     Depreciation and amortization expense for the years ended June 30, 2003 and 2002 was $40.6 million and $47.5 million, respectively. The change represents a decrease of $6.9 million, or 14.7% for the year ended June 30, 2003, as compared to the prior year. The fiscal year 2003 decreases were primarily due to certain assets becoming fully depreciated during fiscal year 2002, offset in part by increased depreciation and amortization associated with our fiscal year 2003 acquisitions.

Interest Expense

     Interest expense for the years ended June 30, 2003 and 2002 was $64.3 million and $75.3 million, respectively. The change represents a decrease of $11.0 million, or 14.7%. The decrease in interest expense was due to a decrease in our average debt outstanding, as well as a reduction in the weighted average cost of debt. Our average debt outstanding decreased $50.4 million, or 5.1%, and our weighted average interest rate decreased 76 basis points for the year ended June 30, 2003, as compared to the prior year.

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     Interest expense was also impacted by net settlements related to our interest rate swap agreements. The net settlements of our interest rate swap agreements had the effect of decreasing interest expense by $2.6 million for the year ended June 30, 2003, as compared to the year ended June 30, 2002 when our interest rate swap agreements had the effect of increasing interest expense by $2.4 million.

Other (Income) Expense, Net

     Included in other (income) expense, net are those costs or income items that are not related to current operations. Other (income) expense, net for the year ended June 30, 2003 was $19.5 million. The charges incurred for the year ended June 30, 2003 include $3.7 million in litigation expense related to the acquisition of Kearns-Tribune, LLC (Salt Lake City), a $5.5 million change related to the estimated cost to repurchase an option held by a third party to acquire one of our newspapers (the cost of repurchasing the option fluctuates with the performance of the newspaper), a $2.7 million loss related to the jury verdict rendered against us in the case brought by a former newsprint vendor, a $1.8 million loss related to the impairment of goodwill associated with Alaska Broadcasting Company, a $3.9 million loss related to the impairment of fixed assets (land and building) at one of CNP’s properties, a $1.2 million loss related to hedging activities which did not qualify for hedge accounting under SFAS No. 133, and a net $3.1 million for various other costs not related to current operations.

Equity Investment Income, Net

     Included in equity investment income, net is our share of the net income (or loss) of our non-JOA equity investees, as further described in Note 2: Significant Accounting Policies and Other Matters of the notes to consolidated financial statements. The $3.3 million increase in equity investment income, net was primarily related to the equity income from the Texas-New Mexico Newspapers Partnership, the formation of which occurred in March 2003.

Net Income

     We reported net income for the years ended June 30, 2003 and 2002 of $40.8 million and $12.4 million, respectively.

     Net income for fiscal year 2003 was impacted by a $27.4 million non-monetary gain recognized in conjunction with the formation of the Texas-New Mexico Newspapers Partnership. Excluding the $27.4 million non-monetary gain, pre-tax net income was $40.5 million for the year ended June 30, 2003 as compared to $9.9 million for the prior year. In addition to the activity described in the preceding paragraphs, net income was impacted by a $1.9 million increase in minority interest expense and a $29.5 million increase in income tax expense (primarily associated with the Texas-New Mexico Newspapers Partnership gain described earlier), of which approximately $24.2 million is related to deferred income taxes. Our effective tax rate for fiscal year 2003 was 39.8%, as compared to (25.1%) in fiscal year 2002. The tax benefit in fiscal year 2002 was the result of the recognition of the benefit from previously disallowed net operating loss carryovers due to a change in federal tax regulations.

Liquidity and Capital Resources

     Our sources of liquidity are existing cash and other working capital, cash flows provided from operating activities, distributions from JOAs and partnerships and the borrowing capacity under our bank credit facility. Our operations, consistent with the newspaper industry, require little investment in inventory, as less than 30 days of newsprint is generally maintained on hand. In general, our receivables have been collected on a timely basis.

Cash Flow Activity

     Net cash flows from operating activities were $75.2 million and $102.7 million for the years ended June 30, 2004 and 2003, respectively. The $27.5 million decrease was due to a $17.5 million reduction in Adjusted EBITDA, primarily related to a decrease in operating results related to our California operations as well as the March 2003 formation of the Texas-New Mexico Newspapers Partnership after which our New Mexico properties are no longer included in cash flows from operating activities. Instead, distributions from the Texas-New Mexico Newspapers Partnership are included in investing activities. Also contributing to the change was a $7.5 million decrease attributable to a change in working capital, due principally to the timing of payments on inventory, accounts payable and accrued liabilities, as well as an $8.4 million decrease in distributions

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from unconsolidated JOAs, primarily associated with us receiving approximately $8.0 million in fiscal year 2003 related to the sale of the Denver JOA’s office building. These decreases were offset in part by a $12.1 million reduction in interest paid.

     Net cash flows from investing activities were ($19.2) million and ($45.4) million for the years ended June 30, 2004 and 2003, respectively. The $26.2 million decrease net in cash used in investing activities was primarily the result of a net $7.8 million increase in cash flows associated with equity investments (including a $6.4 million increase in distributions from the Texas-New Mexico Newspapers Partnership and a $0.2 million decrease in distributions from our investment in CIPS Marketing Group, Inc.) and a $55.4 million increase in cash proceeds from the sale of newspapers and other assets (principally from the restructuring of our interest in the Charleston JOA), partially offset by a $21.2 million increase in cash used for acquisitions (net of cash contributed by minority partners), and a net $15.8 million increase in capital expenditures.

     Net cash flows from financing activities were $5.5 million and $(56.0) million for the years ended June 30, 2004 and 2003, respectively. The increase in cash flow from financing activities is primarily the result of our accumulating cash in the second half of fiscal year 2004 as more fully described below. The activity for the year ended June 30, 2004 includes $291.5 million of net proceeds from the issuance of $300.0 million of our 6 7/8% Senior Subordinated Notes due 2013, which were used along with available borrowings to repurchase all of our outstanding 8 3/4% Senior Subordinated Notes, for $309.5 million (including $9.5 million of repurchase premiums and other related costs), as well as $146.9 million of net proceeds from the issuance of $150.0 million of our 6 3/8% Senior Subordinated Notes due 2014, which were temporarily used to pay down all outstanding borrowings on the revolver portion of our credit facility. Because voluntary prepayments on our term loan “B” facility could not be reborrowed, and because we had no outstanding borrowings on the revolving portion of our bank credit facility, we elected to accumulate cash through June 30, 2004 in anticipation of the redemption of our $200.0 million 8 5/8% Senior Subordinated Notes. On July 1, 2004, we used cash on hand at June 30, 2004 and borrowings under our revolving credit agreement to redeem the 8 5/8% Senior Subordinated Notes. Total fees and expenses paid for our fiscal year 2004 refinancings were approximately $21.1 million. In addition, activity for the year ended June 30, 2004 includes normal borrowings and paydowns on long-term debt. Prior year’s net activity consisted primarily of normal borrowings and borrowings to finance our fiscal year 2003 acquisitions in California.

Capital Expenditures

     Capital expenditures, net of our partners’ share, for fiscal year 2005 have been budgeted at approximately $58.3 million.

     Non-maintenance expenditures planned for fiscal year 2005 include installation of an editorial front-end system and construction of a new building for the Los Angeles Newspapers Group, new Company-wide advertising and circulation systems and our share of a new printing facility in Salt Lake City, which accounts for more than half the budget. Carryover expenditures from the prior year of approximately $5.4 million are primarily for a front-end editorial system at the Los Angeles Newspaper Group and an inserter in Connecticut. Management will review the capital expenditure plan throughout the year and will modify it as required to meet our current business needs. Capital expenditures related to these projects are expected to be funded either through available cash or borrowings under our bank credit facility.

Liquidity at June 30, 2004

     At June 30, 2004, our debt structure included our bank credit facility which provides for borrowings of up to $600.0 million, consisting of a $350.0 million revolving credit facility and a $250.0 million term loan “B” facility. Availability under the revolving credit facility will be permanently reduced by $100.0 million in December 2008. At June 30, 2004, there

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were no outstanding borrowings under the revolver portion of the bank credit facility and there was $341.4 million available for future borrowings, net of $8.6 million in outstanding letters of credit. On January 26, 2004, we completed the sale of $150.0 million of our 6 3/8% Senior Subordinated Notes due 2014 to take advantage of the lower long-term interest rates available at the time with the intention of using the proceeds, along with borrowings under our revolver, to redeem our $200.0 million 8 5/8% Senior Subordinated Notes. In anticipation of the July 1, 2004 redemption of our $200.0 million 8 5/8% Senior Subordinated Notes and because voluntary prepayments on term loan “B” could not be reborrowed, we elected to accumulate cash at June 30, 2004. We used cash on hand and borrowings under our revolving credit agreement to redeem our $200.0 million 8 5/8% Senior Subordinated Notes on July 1, 2004, the first date at which they were callable.

     On August 30, 2004, we entered into an amendment and restatement of our bank credit facility (the “amended facility”) to take advantage of better pricing available in the bank loan market. The amended facility was entered into to refinance our term loan “B” facility. The amended facility maintains the $350.0 million revolving credit facility and provides for a $100.0 million term loan “A” and a $148.8 million term loan “C,” both of which were used to refinance the term loan “B” facility. During the next twelve months we will make scheduled quarterly payments on term loan “C” of $0.4 million under the amended facility, which we intend to pay from operating cash flows. Amounts repaid under the term loan “A” and “C” facilities will not be available for reborrowing, regardless of whether such payments are scheduled or voluntary.

     In January 1998, we entered into an option agreement in association with the acquisition financing of the Daily News in Los Angeles. This option provides the holder the right to purchase the assets used in the publication of the Daily News, which the option holder can exercise or put such option to us based on a predetermined formula anytime after January 31, 2003. The option repurchase price is currently valued at approximately $11.4 million, and is recorded as a component of other long-term liabilities. If the option were put to us, we expect to fund the payment with available borrowings from our bank credit facility. As a result, in accordance with SFAS No. 6, Classification of Short-Term Obligations Expected to be Refinanced, the option repurchase price remains classified in our balance sheet as long-term.

     The Denver Post Shareholder Agreement provides Media General and us with a put and a call option, respectively, on Media General’s 20% interest in The Denver Post Corporation. Media General’s put expired June 30, 2004 without being exercised. Our call option became exercisable beginning July 1, 2004 and expires June 30, 2005. The price of the call, if or when it is exercised, is based on the appraised fair market value of The Denver Post Corporation, less debt of The Denver Post Corporation. No amounts are recorded in our financial statements related to the call option. We are currently evaluating our options with respect to our right to call Media General’s 20% interest in The Denver Post Corporation.

     Stephens Media Group (“SMG”), a 26.28% partner in the California Newspapers Partnership (“CNP”), has a right to require CNP to redeem its interest in CNP at its fair market value (plus interest through closing) any time after January 1, 2005. If such right is exercised, SMG’s interest must be redeemed within two years of the determination of its fair market value. We are not currently aware of any intentions on the part of SMG to exercise its put. No amounts are recorded in our financial statements related to SMG’s put right.

     Our ability to service our debt and fund planned capital expenditures depends on our ability to continue to generate operating cash flows in the future. Based on current levels, we believe our cash flow from operations, available cash and available borrowings under our bank credit facility will be adequate to meet our future liquidity needs for at least the next twelve months.

     We estimate minimum contributions to our defined benefit pension plans in fiscal year 2005 will be approximately $2.0 million to $3.0 million. We also expect federal income tax payments to significantly increase next year because of the impact of alternative minimum taxes.

Distributions from Partnerships

     Set forth below is a description of the ownership structure and earnings-distribution mechanism of each of our Denver and Salt Lake City JOAs, as well as the CNP and the Texas-New Mexico Newspapers Partnership:

•

Through our wholly-owned subsidiary, Kearns-Tribune, LLC, we own a 50% interest in the Salt Lake City JOA. Under the agreement, 58% of the Salt Lake City JOA’s net income, less their working capital needs and other minor adjustments, is apportioned to Kearns-Tribune, LLC on a monthly basis and is distributed (generally) weekly.

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•

Our 80% owned subsidiary, The Denver Post Corporation, owns 50% of The Denver Newspaper Agency, LLP. Under the Denver Newspaper Agency JOA agreement, the partnership is required to distribute 50% of its monthly EBITDA (and other funds available for distribution), less working capital required by the partnership, to The Denver Post Corporation.

•

Through our wholly-owned subsidiary, West Coast MediaNews LLC, we own a 54.23% interest in the California Newspapers Partnership (“CNP”). Under the terms of the partnership agreement, we are entitled to monthly distributions of the partnership’s EBITDA, less working capital required and debt service payments, in proportion to our partnership interest (total CNP debt, excluding the debt and capital leases we contributed to the partnership, is $1.9 million at June 30, 2004 of which our share is $1.0 million).

•

Through our wholly-owned subsidiary, New Mexico-Texas MediaNews LLC, we own a 33.8% interest in the Texas-New Mexico Newspapers Partnership. Pursuant to the partnership agreement, the partnership management committee is required to determine the amount of earnings (before depreciation and amortization) or other partnership funds available for distribution for each accounting period and distribute (generally monthly) 33.8% of such funds to New Mexico-Texas MediaNews LLC.

Off-Balance Sheet Arrangements

     Our share of long-term debt in unconsolidated JOAs (Denver and Salt Lake City) was approximately $2.7 million at June 30, 2004.

     Through our wholly-owned subsidiary, Kearns-Tribune, LLC, we own a 6.0% interest in Ponderay Newsprint Company (“Ponderay”) and are also guarantors on a several basis of 6.0% of up to $125.0 million Ponderay’s credit facility, which is due April 12, 2006. The guarantee could be triggered by Ponderay’s failure to meet any or all of its bank covenants at which time we could be liable for our portion or 6.0% of the guarantee. Our share of the guarantee was approximately $5.3 million at June 30, 2004, which is not recorded in our financial statements.

Contractual Obligations

     The following table represents our contractual obligations as of June 30, 2004:

(1)

Does not reflect our August 30, 2004 amended credit facility. At June 30, 2004, and as reflected in the preceding table, maturities related to the credit facility in effect at that date were as follows: Fiscal years 2005 through 2009 — $2.5 million each year and thereafter — $236.3 million. Under the August 30, 2004 amended credit facility, maturities will be as follows: Fiscal year 2005 through 2007 — $1.5 million each year; Fiscal year 2008 — $11.5 million; Fiscal year 2009 — $26.5 million; and thereafter — $206.3 million.

(2)

Includes a significant operating lease commitment entered into on July 1, 2004 in Salt Lake City.

(3)

Purchase obligations primarily include commitments to purchase newsprint and our share of the commitments to construct a new printing facility for the Salt Lake JOA. One of our newsprint contracts requires us to purchase newsprint at a floating price based on RISI (Resource Information Systems, Inc.). For purposes of this disclosure we used the RISI price as of August 2004. It is difficult to predict the price of newsprint over the term of the contract.

(4)

Reflected on the balance sheet in Other Liabilities (long-term) at June 30, 2004 is $11.4 million related to the amount accrued to repurchase an option held by a third party to purchase the assets used in the publication of one of our newspaper properties. The option was exercisable beginning in January 2003; however it is included in Other Liabilities (long-term) because if the option is put to us, we expect to fund the payment with available borrowings from our bank credit facility.

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Near Term Outlook

Newsprint Prices

     In January 2004, newsprint suppliers announced a $50 per metric ton price increase to be effective February 1, 2004. Effective May 1, 2004, $25 of the February 1, 2004 price increase was implemented. In July 2004, newsprint suppliers announced another $50 per metric ton increase to be effective September 1, 2004. We are not currently paying the September 1 price increase and are uncertain as to whether all or part of the price increase will be implemented in the near term as North American newsprint consumption continues to trail the prior year. The August 2004 RISI (Resource Information Systems, Inc., a company that provides economic analysis and forecasts of paper markets) price index for 30 pound newsprint was $545 per metric ton as compared to $495 in August 2003.

Recently Issued Accounting Standards

     See Note 2: Significant Accounting Policies and Other Matters — Recently Issued Accounting Standards, of the notes to our consolidated financial statements.

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Item 7A: Quantitative and Qualitative Disclosures About Market Risk

     We are exposed to market risk arising from changes in interest rates associated with our bank debt, which includes our bank term loan and bank credit facility.

     The following table provides information about our debt obligations that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by expected maturity dates. The table below has been impacted for the July 1, 2004 repurchase of our $200.0 million 8 5/8% Senior Subordinated Notes due 2011 and the August 30, 2004 refinancing of our credit agreement. Weighted-average variable rates are based on implied forward rates as derived from appropriate annual spot rate observations as of the reporting date.

Interest Rate Sensitivity
Principal or Notional Amount by Expected Maturity
Average Interest or Swap Rate

(b)		Impact of the July 1, 2004 repurchase of our 8 5/8% Senior Subordinated Notes due 2011, which relieved the $199.4 million June 30, 2004 balance.
(c)		We redeemed the 8 5/8% Senior Subordinated Notes with cash on hand and $150.0 million in available borrowings under the revolver portion of our credit facility.
(d)		Relates to various notes payable due through 2013. The Market Risk table above excludes these long-term obligations as we could not practicably estimate fair value due to the lack of quoted market prices for these types of instruments and our inability to estimate the fair value without incurring the excessive costs of obtaining an appraisal.
(e)		Our $200.0 million 8 5/8% Senior Subordinated Notes were redeemed July 1, 2004 with cash on hand and available borrowings from our bank credit facility (see footnotes b and c), the effect of which was taken into consideration in determining an average interest rate for fiscal years 2005 through 2009 and thereafter.
(f)		Reflects our August 30, 2004 amended credit facility, which reduced interest rates and revised maturities. The assumed interest rate is based on LIBOR plus 1.5%. See Note 15: Subsequent Events for further discussion.
(g)		The fair market value shown above includes the 6 7/8% and 6 3/8% Senior Subordinated Notes, and excludes the 8 5/8% Senior Subordinated Notes that were redeemed on July 1, 2004 (see footnote b). The fair market value of the 8 5/8% Senior Subordinated Notes at June 30, 2004 was $208.6 million.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements contained herein and elsewhere in this annual report on Form 10-K are based on current expectations. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The terms “expect,” “anticipate,” “intend,” “believe,” and “project” and similar words or expressions are intended to identify forward-looking statements. These statements speak only as of the date of this Annual Report on Form 10-K. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results andevents to differ materially from those anticipated and should be viewed with caution. Potential risks and uncertainties that could adversely affect our ability to obtain these results, and in most instances are beyond our control, include, without limitation, the following factors: (a) increased consolidation among major retailers, bankruptcy or other events that may adversely affect business operations of major customers and depress the level of local and national advertising, (b) an economic downturn in some or all of our principal newspaper markets that may lead to decreased circulation or decreased local or national advertising, (c) a decline in general newspaper readership patterns as a result of competitive alternative media or other factors, (d) increases in newsprint costs over the level anticipated, (e) labor disputes which may cause revenue declines or increased labor costs, (f) acquisitions of new businesses or dispositions of existing businesses, (g) costs or difficulties related to the integration of businesses acquired by us may be greater than expected, (h) increases in interest or financing costs, (i) rapid technological changes and frequent new product introductions prevalent in electronic publishing, including the ongoing evolution of the Internet and (j) other unanticipated events and conditions. It is not possible to foresee or identify all such factors. We make no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statements.

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Reconciliation of GAAP and Non-GAAP Financial Information

     The following tables have been provided to reconcile the Non-GAAP financial information (Adjusted EBITDA and Pro-Rata Consolidated Income Statement Data) presented in the “Selected Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this annual report on Form 10-K to their most directly comparable GAAP measures (Cash Flows from Operating Activities and GAAP Income Statement Data).

Reconciliation of Cash Flows from Operating Activities (GAAP measure) to Adjusted EBITDA (non-GAAP measure).

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Reconciliation of Cash Flows from Operating Activities (GAAP measure) to Adjusted EBITDA presented on a pro-rata consolidated basis (non-GAAP measure).

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Reconciliation of Income Statement Data presented on a historical GAAP basis to Non-GAAP Income Statement Data presented on a pro-rata consolidation basis.

     See footnotes (1) and (2) at the end of these reconciliations for a description of the adjustments made. See footnote (a) on the preceding page for a description of our method of calculating Adjusted EBITDA. All amounts shown in the following reconciliations are in thousands.

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