10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 December 25, 2005

OR

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

For the transition period              to             

Commission File No. 1-6383

MEDIA GENERAL, INC.

(Exact name of registrant as specified in its charter)

Commonwealth of Virginia	54-0850433
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

333 E. Franklin St., Richmond, VA	23219
(Address of principal executive offices)	(Zip Code)

(804) 649-6000

Registrant’s telephone number, including area code

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

Class A Common Stock	New York Stock Exchange
(Title of class)	(Name of exchange on which registered)

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

None

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

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

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

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. (as defined in Rule 12b-2 of the Act).

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

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

The aggregate market value of voting and non-voting stock held by nonaffiliates of the registrant, based upon the closing price of the Company’s Class A Common Stock as reported on the New York Stock Exchange, as of June 26, 2005, was approximately $1,443,600,000.

The number of shares of Class A Common Stock outstanding on January 29, 2006, was 23,501,339. The number of shares of Class B Common Stock outstanding on January 29, 2006, was 555,992.

The Company makes available on its website, www.mediageneral.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K as soon as reasonably practicable after being electronically filed with the Securities and Exchange Commission.

Part I, Part II and Part III incorporate information by reference from the Annual Report to Stockholders for the year ended December 25, 2005. Part III also incorporates information by reference from the proxy statement for the Annual Meeting of Stockholders to be held on April 27, 2006.

Index to Media General, Inc.

Annual Report on Form 10-K for the Year Ended December 25, 2005

Item No.		Page
Part I
1.	Business
	General	1
	Publishing	1
	Broadcast	2
	Interactive Media	4
1A.	Risk Factors	5
1B.	Unresolved Staff Comments	7
2.	Properties	7
3.	Legal Proceedings	8
4.	Submission of Matters to a Vote of Security Holders	8
	Executive Officers of Registrant	8
Part II
5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	9
6.	Selected Financial Data	9
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
7A.	Quantitative and Qualitative Disclosures About Market Risk	9
8.	Financial Statements and Supplementary Data	9
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
9A.	Controls and Procedures	9
9B.	Other Information	10
Part III
10.	Directors and Executive Officers of the Registrant	10
11.	Executive Compensation	10
12.	Security Ownership of Certain Beneficial Owners and Management	10
13.	Certain Relationships and Related Transactions	10
14.	Principal Accounting Fees and Services	10
Part IV
15.	Exhibits and Financial Statement Schedules	10
Schedule II		12
Index to Exhibits		13
Signatures		16

Part I

Item 1. Business

General

Media General, Inc., is an independent, publicly owned communications company situated primarily in the Southeast with interests in newspapers, television stations, and interactive media. The Company employs approximately 7,200 people on a full or part-time basis. The Company’s businesses are somewhat seasonal; the second and fourth quarters are typically stronger than the first and third quarters.

The Company owns 25 daily newspapers and more than 100 other publications, as well as 26 (21 southeastern) television stations. The Company also operates more than 75 online enterprises. In recent years the Company has placed significant emphasis on convergence. Convergence combines the unique strengths of newspapers, television, and the Internet to enable the Company to better gather and present news and information to its readers, viewers, and users and on behalf of its advertisers. These efforts were initiated in the Tampa market, where The Tampa Tribune, WFLA-TV and TBO.com share the Company’s News Center facility and work side by side to provide the most comprehensive news, information and entertainment in that market. The success of this initial venture led the Company to introduce convergence to five additional markets in the Southeast where it operates newspapers, television stations, and websites in contiguous regions.

In June 2003, the Federal Communications Commission (FCC) issued new media ownership regulations affecting, among other things, common ownership of a newspaper and a television station in the same market and the ownership of two or more television stations in a single market. Those new regulations, which replaced older regulations, subsequently were stayed by an appellate court and remanded to the FCC; the Supreme Court chose not to review the matter. The Company believes the old ownership regulations, which date from 1975 (and the revised rules to a lesser degree), are ill-advised, do not reflect current marketplace realities and infringe on the Company’s First Amendment and other rights. The Company would like to expand its convergence opportunities in the Southeast; these opportunities could be affected by the further actions of the FCC, the courts or Congress.

Industry Segments

The Company operates in three significant industry segments. For financial information related to these segments see pages 39 through 41 of the 2005 Annual Report to Stockholders, which are incorporated herein by reference. These segments are Publishing, Broadcast, and Interactive Media. Additional information related to each of the Company’s significant industry segments is included below.

Publishing Business

At December 25, 2005, the Company’s wholly owned publishing operations included daily and Sunday newspapers in Virginia, North Carolina, South Carolina, Alabama, and Florida. Combined average paid circulation for these newspapers in 2005 was as follows (in thousands):

Newspaper Location	Daily	Sunday	Weekly
Virginia	349	399	50
Florida	241	319	1
North Carolina	164	176	8
Alabama	48	50	2
South Carolina	33	36	8
Total	835	980	69

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The newspaper publishing industry in the United States is comprised of hundreds of public and private companies ranging from large national and regional companies, publishing multiple newspapers across many states, to small privately held companies publishing one newspaper in one locality. The Company is among the top ten publicly held newspaper publishing companies in the United States based on circulation and publishes more daily newspapers in the Southeast than any other company. Moreover, the Company has achieved the number three position in circulation in its chosen southeastern area of focus, with its publications reaching over one million households across the Southeast every week.

All of the Company’s newspapers compete for circulation and advertising with other newspapers published nationally and in nearby cities and towns and for advertising with magazines, radio, broadcast and cable television, the Internet and other promotional media. All of the newspapers compete for circulation principally on the basis of content, quality of service and price.

The primary raw material used by the Company in its publishing operations is newsprint, which is purchased at market prices from various Canadian and United States sources, including SP Newsprint Company (SPNC), in which the Company owns a one-third equity interest. SPNC has mills in Dublin, Georgia, and Newberg, Oregon, with a combined annual capacity in excess of one million short tons. The publishing operations of the Company consumed approximately 134,000 short tons of newsprint in 2005. Management of the Company believes that sources of supply under existing arrangements, including a commitment to purchase 40,000 short tons from SPNC, will be adequate in 2006.

In June 2005, the Company sold its 20% ownership in The Denver Post Company (Denver), parent company of the Denver Post, to Media News Group, Inc. For additional information regarding the sale, see page 37 on the Annual Report to Stockholders.

Broadcast Business

The Broadcast Television Division operates 26 network-affiliated television stations in the United States. The following table sets forth certain information on each of these stations:

Station Location and Affiliation	National Market Rank (a)	Station Rank (a) *	Audience % Share (a) *	Expiration Date of FCC License (b)	Expiration Date of Network Agreement (c)
WFLA-TV NBC	12	1	11%	02/01/05	12/31/11
Tampa, FL
WSPA-TV CBS	35	1	12%	12/01/04	06/30/15
Greenville, SC
Spartanburg, SC
Satellite:
WNEG-TV,				04/01/05
Toccoa, GA
WASV-TV UPN	35	5	2%	12/01/04	10/31/07
Asheville, NC
WIAT-TV CBS	40	3	9%	04/01/13	12/31/14
Birmingham, AL
WJWB-TV WB	52	6	3%	02/01/05	08/31/08
Jacksonville, FL
WKRG-TV CBS	62	1	15%	04/01/13	04/02/15
Mobile, AL
Pensacola, FL

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Station Location and Affiliation	National Market Rank (a)	Station Rank (a) *	Audience % Share (a) *	Expiration Date of FCC License (b)	Expiration Date of Network Agreement (c)
WTVQ-TV ABC	63	3	8%	08/01/05	01/01/06
Lexington, KY
KWCH-TV CBS	67	1	19%	06/01/06	06/30/15
Wichita, KS
Satellites in Kansas:
KBSD-TV, Dodge City
KBSH-TV, Hays
KBSL-TV, Goodland
WSLS-TV NBC	68	2	13%	10/01/04	12/31/11
Roanoke, VA
WDEF-TV CBS	86	2	12%	08/01/05	12/31/14
Chattanooga, TN
WJTV-TV CBS	89	1	19%	06/01/05	12/31/14
Jackson, MS
WJHL-TV CBS	91	2	16%	08/01/05	12/31/14
Johnson City, TN
WSAV-TV NBC	97	2	11%	04/01/13	12/31/11
Savannah, GA
WCBD-TV NBC	101	2	14%	12/01/04	12/31/11
Charleston, SC
WNCT-TV CBS	105	1	18%	12/01/04	12/31/14
Greenville, NC
WBTW-TV CBS	107	1	22%	12/01/04	06/30/15
Florence, SC
Myrtle Beach, SC
WJBF-TV ABC	115	1	16%	04/01/13	03/06/05
Augusta, GA
WRBL-TV CBS	127	2	12%	04/01/05	03/31/15
Columbus, GA
KIMT-TV CBS	152	1	16%	02/01/06	06/30/15
Mason City, IA
WMBB-TV ABC	157	2	15%	02/01/05	03/06/05
Panama City, FL
WHLT-TV CBS	167	2	7%	06/01/05	08/31/15
Hattiesburg, MS
KALB-TV NBC	176	1	21%	06/01/05	12/31/11
Alexandria, LA

(a) Source: November 2005 Nielsen Media Research.

(b) Television broadcast licenses are granted for maximum terms of eight years and are subject to renewal upon application to the FCC; the Company filed applications for renewal of all television station licenses in a timely manner prior to the applicable expiration dates.

(c) The company is currently negotiating renewals to its network agreements with ABC.

 * Sign-On to Sign-Off, Households.

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The primary source of revenues for the Company’s television stations is the sale of time to national and local advertisers. Additional revenue is derived from the network programming carried by major network affiliates and from political candidates.

The Company’s television stations compete for audience and advertising revenues with other television and radio stations, cable programming channels, and cable television systems as well as magazines, newspapers, the Internet and other promotional media. A number of cable television systems and direct-to-home satellite companies (which operate generally on a subscriber payment basis) are in business in the Company’s broadcasting markets and compete for audience by presenting broadcast television, cable network, and other program services. The television stations compete for audience on the basis of program content and quality of reception, and for advertising revenues on the basis of price, share of market and performance.

The television broadcast industry has largely implemented the transition from analog to digital technology in accordance with a mandated conversion timetable established by the Communications Act and the FCC. On February 8, 2006, President Bush signed into law the Digital Television Transition and Public Safety Act setting February 17, 2009, as the deadline for completion of the transition from analog to digital television broadcasting. The law requires the FCC to terminate the licenses for all full-power analog television stations on February 18, 2009.

Interactive Media Business

The Interactive Media Division (IMD), which was launched in January 2001, operates in conjunction with the Publishing and Broadcast Divisions to provide online news, information and entertainment to its customers without geographic restrictions. The Division is comprised of more than 75 interactive enterprises, as well as minority investments in several companies. In October 2003, the Company sold Media General Financial Services, Inc., a component of its IMD. During 2002, the Division purchased the assets of Boxerjam Media, an online puzzle and game provider. In July 2005, the Division acquired Blockdot, Inc., a Dallas-based advergaming and game development firm. The Division continues to focus on two important areas of the interactive business: improving content and driving advertising sales. As the Internet is both a medium and a marketplace, direct online sales are increasing because of expanded viewership and enhanced content. This increasing popularity has enabled the Division to attain consistent profitability since 2004 at TBO.com and TimesDispatch.com, the Company’s two largest websites. The Division’s Northern Virginia and Charlottesville online enterprises also became profitable in 2005.

Among the online enterprises included in the Interactive Media Division, each of the Company’s daily newspapers and television stations is affiliated with a website featuring content from its published products or its television offerings. Online revenues are derived primarily from advertising, which includes various classified products as well as banner and sponsorship advertisements. The most successful revenue initiatives have involved classified products placed on the Company’s websites; these products represent approximately two-thirds of the Division’s revenues in 2005. The majority of these revenues are derived from upsell arrangements which have been successfully rolled-out to all markets. Under these upsell arrangements, customers pay an additional fee to have their classified advertisement placed online simultaneously with its publication in the newspaper.

The Interactive Media Division is acting as a catalyst in the Company’s convergence efforts, which can best be seen at TBO.com, where content from both The Tampa Tribune and WFLA-TV is combined with new content produced by TBO.com and leveraged to create the most comprehensive online news and information service in the Tampa metropolitan area. The Company expects that the Division will become cash flow positive late in 2006.

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The Company’s online enterprises compete for advertising, as well as for users’ discretionary time, against newspapers, magazines, radio, broadcast and cable television, other websites and other promotional media. These websites compete for users principally on the basis of content relevance and accessibility, and for advertisers primarily on viewer demographics and the innovative means in which advertising is delivered.

Item 1A. Risk Factors

The following paragraphs describe several risk factors which are unique to the Company:

The Company is subject to risks of decreased advertising revenues and potentially adverse effects of emerging technologies.

The Company’s revenue is primarily driven by advertiser spending, which is generally lower in the first and third fiscal quarters as consumer activity slows during those periods. Additionally, advertising revenue in the Broadcast Division tends to be higher in even-numbered years, when both political and Olympics coverage occurs. The level of advertising revenue is also dependent on a variety of factors including:

• economic conditions in the Southeast, particularly in the Tampa, Richmond, and Winston-Salem markets;

• competition from other newspapers, television broadcasters, and internet sites;

• mergers and bankruptcies of large advertisers;

• the financial condition of the Company’s large customers.

The Company’s two largest industry segments, Publishing and Broadcast, operate in mature businesses. Today’s “on demand” culture has shifted consumers’ historical newspaper reading and television viewing behaviors, particularly among younger segments of the population. As a result, the Company’s revenues are being challenged by new, often-times Internet-based, competitors who have differing business models. Additionally, the shift in consumer behaviors, as well as the consolidation of certain television networks, has the potential to modify the terms and conditions of future network affiliation agreements. The Company’s future success is dependent upon its ability to evolve and adapt its Publishing and Broadcast operations to this changing business environment, and to ensure the continued growth of its Interactive Media businesses.

A significant change in the price of newsprint will make operating results more volatile.

Newsprint, the Company’s most significant raw material, is a commodity whose price continually responds to supply / demand imbalances. Historically, its price has been quite volatile. While newsprint expense represents a significant component of the Publishing Division’s total costs, higher newsprint prices typically provide a net benefit to the Company by virtue of its one-third investment in SPNC, a domestic newsprint manufacturer with a manufacturing capacity of over one million short tons annually (far more than is consumed by the Company).

The television broadcasting industry is highly regulated.

The ownership, operation and sale of broadcast television stations, including those licensed to the Company, are subject to the jurisdiction of the FCC, which engages in extensive regulation of the broadcasting industry under authority granted by the Communications Act and the rules and regulations of the FCC. The Communications Act requires broadcasters to serve the public interest. Among other things, the FCC assigns frequency bands; determines stations’ locations and operating parameters; issues, renews, revokes and modifies

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station licenses; regulates and limits changes in ownership or control of station licenses; regulates equipment used by stations; regulates station employment practices; regulates certain program content and commercial matters in children’s programming; has the authority to impose penalties for violations of its rules or the Communications Act; and imposes annual fees on stations. Reference should be made to the Communications Act, as well as to the FCC’s rules, public notices and rulings for further information concerning the nature and extent of federal regulation of broadcast television stations.

Congress and the FCC have under consideration, and in the future may adopt, new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership transferability and profitability of the Company’s broadcast television stations and affect the ability of the Company to acquire additional stations. In addition to the matters noted above, these include, for example, spectrum use fees, political advertising rates, potential restrictions on the advertising of certain products (such as alcoholic beverages), program content, increased fines for rule violations and ownership rule changes. Other matters that could potentially affect the Company’s broadcast properties include technological innovations and developments generally affecting competition in the mass communications industry, such as personal video recorders, satellite radio and television services, wireless cable systems, low-power television stations, and Internet delivered video programming services.

Continued uncertainty about media ownership regulations dampens the acquisition market as both buyers and sellers wait for the FCC to provide clarity. Additionally, a rejection of license renewals and waivers by the FCC could have a material, adverse effect on the Company’s business. Typically, the FCC begins processing renewal applications over the last month of the renewal term. Since the television license renewal cycle commenced in June 2004, however, the FCC has held up almost all television renewal applications filed by affiliates of the major networks pending FCC disposition of a backlog of indecency and other complaints against the networks’ programming.

The Company operates newspaper-television combinations pursuant to a temporary FCC exemption in the following television markets: Columbus, Georgia; Florence – Myrtle Beach, South Carolina; Panama City, Florida; and Tri-Cities (Tennessee and Virginia). The Company has petitioned the FCC to grant permanent waivers permitting the continued operation of these combinations.

While the Company strongly supports the complete elimination of all newspaper/broadcast cross-ownership restrictions, the elimination or modification of the existing rules could contribute generally to increased realignments of media entities and the convergence of various types of media. The opportunity for realignments and convergence should benefit the Company but, as other companies also may realign their properties, regulatory changes also could increase competition in the Company’s markets and could adversely affect the Company’s future operating results.

A declining stock market and lower interest rates could affect the value of the Company’s retirement plan assets and increase its retirement obligations. An unexpected rise in health care costs would adversely impact the Company’s postretirement obligations.

The Company has a funded, qualified non-contributory defined benefit retirement plan which covers substantially all employees, and non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage available to certain executives. There is also an unfunded plan that provides certain health and life insurance benefits to retired employees who were hired prior to 1992. Two significant elements in determining pension income or pension expense are the expected return on plan assets and the discount rate used in projecting benefit obligations. Large declines in the stock market and lower rates of return could increase the Company’s expense and cause additional cash contributions to the pension plan.

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The Company currently anticipates that the annual growth rate in the per capita costs of covered health care benefits will decrease gradually between 2006 and 2012; however should the actual growth rate deviate significantly from this assumption, the Company’s postretirement obligations could increase.

The Company may experience lost advertising, damaged property and increased expense due to natural disasters.

Due to the Company’s concentration in the Southeast United States, its operations are particularly susceptible to tropical storms and hurricanes. These storms can cause lost advertising revenue and higher expenses if either the Company’s broadcasting or newspaper markets are threatened or are directly in the path of the storms. Additionally, the Company’s property could experience severe damage in the event of a major storm.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The headquarters buildings of Media General, Inc., and the Richmond Times-Dispatch are adjacent to one another in downtown Richmond, Virginia. The Company includes in its results the Variable Interest Entity (VIE) that owns both of these buildings; the Company has an option to purchase these buildings. The Company owns a third adjacent building which houses the Interactive Media Division’s and Broadcast Division’s management. The Richmond newspaper is printed at a production and distribution facility (approximately 77 acres) in Hanover County, Virginia, near Richmond. The Company is actively marketing approximately 95 acres of land that surround the production and distribution facility. The Company owns eight other daily newspapers in Virginia, all of which are printed in or around their respective cities at production and distribution facilities situated on parcels of land ranging from one-half acre to six acres. The Tampa, Florida, newspaper is located in a single unit production plant and office building located on a six acre tract in that city. The headquarters of the Company’s Brooksville and Sebring, Florida, daily newspapers are located on leased property in their respective cities; however, these newspapers are printed at the Tampa production facility. The Winston-Salem newspaper is headquartered in one facility in downtown Winston-Salem; its newspaper is printed at a production and distribution facility located on a nearby 11 acre site. The remaining twelve daily newspapers (seven in North Carolina, three in Alabama, and one each in South Carolina and Florida) are printed at production and distribution facilities on sites which range from one-half acre to seven acres, all located in or around their respective cities. The Company owns substantially all of its newspaper production equipment, production buildings and the land where these production facilities reside.

The Company’s broadcast television station, WFLA-TV in Tampa, Florida, occupies its headquarters and studio building; the Company includes in its results the VIE that owns this building and has an option to purchase the building. This building adjoins The Tampa Tribune. This structure also serves as a multimedia news center where efforts are combined and information is shared among The Tampa Tribune, WFLA-TV and TBO.com.

The Company’s 26 television stations are located in 12 states (ten southeastern) as follows: four each in Georgia and Kansas; three in Florida and South Carolina; two each in Alabama, Mississippi, North Carolina,

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and Tennessee; and one in Iowa, Kentucky, Louisiana, and Virginia. Substantially all of the television stations are located on land owned by the Company. Fifteen stations own their tower and the land, seven stations own their tower but lease the land, three stations participate in 50/50 partnerships that own both the tower and the land, and one station leases space on a tower.

The Interactive Media Division primarily operates out of and in conjunction with the Publishing and Broadcast properties.

The Company considers all of its properties, together with the related machinery and equipment contained therein, to be well maintained, in good operating condition, and adequate for its present and foreseeable future needs.

Item 3. Legal Proceedings

None

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

None

Executive Officers of the Registrant

Name	Age	Position and Office	Year First Took Office*
J. Stewart Bryan III	67	Chairman	1985
Marshall N. Morton	60	President and Chief Executive Officer	1989
O. Reid Ashe, Jr.	57	Executive Vice President and Chief Operating Officer	2001
H. Graham Woodlief, Jr.	61	Vice President, President of Publishing Division	1989
James A. Zimmerman	59	Vice President, President of Broadcast Division	2001
Neal F. Fondren	47	Vice President, President of Interactive Media Division	2001
Stephen Y. Dickinson	60	Controller and Chief Accounting Officer	1989
George L. Mahoney	53	Vice President, General Counsel and Secretary	1993
Lou Anne J. Nabhan	51	Vice President, Corporate Communications	2001
John A. Schauss	50	Vice President - Finance and Chief Financial Officer	2001
James F. Woodward	46	Vice President, Human Resources	2005

* The year indicated is the year in which the officer first assumed an office with the Company.

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Officers of the Company are elected at the Annual Meeting of the Board of Directors to serve, unless sooner removed, until the next Annual Meeting of the Board of Directors and/or until their successors are duly elected and qualified.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Reference is made to page 49 of the 2005 Annual Report to Stockholders, which is incorporated herein by reference, for information required by this item.

Item 6. Selected Financial Data

Reference is made to pages 50 and 51 of the 2005 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

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

Reference is made to pages 19 through 25 of the 2005 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Reference is made to pages 23, 34, 38, and 39 of the 2005 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

Item 8. Financial Statements and Supplementary Data

Consolidated financial statements of the Company as of December 25, 2005, and December 26, 2004, and for each of the three fiscal years in the period ended December 25, 2005, and the independent registered public accounting firm’s report thereon, as well as the Company’s unaudited quarterly financial data for the fiscal years ended December 25, 2005, and December 26, 2004, are incorporated herein by reference from the 2005 Annual Report to Stockholders pages 28 through 49.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

The Company’s management, including the chief executive officer and chief financial officer, performed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the chief executive officer and chief financial officer, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

9

The Company’s attestation report on internal control over financial reporting as of December 25, 2005, and the independent registered public accounting firm’s report on internal control over financial reporting as of December 25, 2005, are incorporated herein by reference from the 2005 Annual Report to Stockholders pages 26 and 27.

There have been no significant changes in the Company’s internal controls over financial reporting that occurred during the quarter ended December 25, 2005, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors and Executive Officers of the Registrant

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 27, 2006, with respect to directors, executive officers, Code of Business Conduct and Ethics, audit committee, and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance, except as to certain information regarding executive officers included in Part I.

Item 11. Executive Compensation

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 27, 2006.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 27, 2006.

Item 13. Certain Relationships and Related Transactions

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 27, 2006.

Item 14. Principal Accountant Fees and Services

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 27, 2006.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1. and 2. Financial Statement Schedules

The financial statements and schedules listed in the accompanying index to financial statements and financial schedules are filed as part of this annual report.

3. Exhibits

The exhibits listed in the accompanying index to exhibits are filed as part of this annual report.

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Index to Financial Statements and Financial Statement Schedules - Item 15(a)

	Form 10-K	Annual Report to Stockholders
Media General, Inc.
(Registrant)
Report of management on Media General, Inc.’s internal control over financial reporting		26
Report of independent registered public accounting firm on internal control over financial reporting		27
Report of independent registered public accounting firm		28
Consolidated statements of operations for the fiscal years ended December 25, 2005, December 26, 2004, and December 28, 2003		29
Consolidated balance sheets at December 25, 2005, and December 26, 2004		30-31
Consolidated statements of stockholders’ equity for the fiscal years ended December 25, 2005, December 26, 2004, and December 28, 2003		32
Consolidated statements of cash flows for the fiscal years ended December 25, 2005, December 26, 2004, and December 28, 2003		33
Notes 1 through 11 to the consolidated financial statements		34-48
Schedule: II - Valuation and qualifying accounts and reserves for the fiscal years ended December 25, 2005, December 26, 2004, and December 28, 2003	12

Schedules other than Schedule II, listed above, are omitted since they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

The consolidated financial statements of Media General, Inc. listed in the above index which are included in the Annual Report to Stockholders of Media General, Inc., for the fiscal year ended December 25, 2005, are incorporated herein by reference. With the exception of the pages listed in the above index and the information incorporated by reference included in Parts I, II and III, the 2005 Annual Report to Stockholders is not deemed filed as part of this report.

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Media General, Inc.

Schedule II - Valuation and Qualifying Accounts and Reserves

Fiscal Years Ended December 25, 2005, December 26, 2004, and December 28, 2003

	Balance at Beginning of period		Additions charged to expense-net		Deductions Net			Transfers			Balance at end of period
2005
Allowance for doubtful accounts	$	5,994,050	$	6,155,019	$	(6,083,601	)	$	15,522	(a)	$	6,080,990
2004
Allowance for doubtful accounts	$	7,010,697	$	4,417,930	$	(5,434,577	)	$	—		$	5,994,050
2003
Allowance for doubtful accounts	$	6,778,093	$	4,578,502	$	(4,314,061	)	$	(31,837	)(a)	$	7,010,697

(a) Amount associated with net acquisitions and dispositions of businesses.

12

Index to Exhibits

Exhibit Number	Description
3 (i)	Articles of Incorporation of Media General, Inc., amended and restated as of May 28, 2004, incorporated by reference to Exhibit 3(i) of Form 10-Q for the fiscal period ended June 27, 2004.
3 (ii)	Bylaws of Media General, Inc., amended and restated as of May 28, 2004, incorporated by reference to Exhibit 3(ii) of Form 10-Q for the fiscal period ended June 27, 2004.
10.1	Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 2.2 of Registration Statement 2-56905.
10.2	Additional Form of Option to be granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 2 to Post-Effective Amendment No. 3 Registration Statement 2-56905.
10.3	Addendum dated January 1984, to Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.13 of Form 10-K for the fiscal year ended December 31, 1983.
10.4	Addendum dated June 19, 1992, to Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.15 of Form 10-K for the fiscal year ended December 27, 1992.
10.5	Addendum dated June 19, 1992, to Form of Option granted under the 1987 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.20 of Form 10-K for the fiscal year ended December 27, 1992.
10.6	Shareholders Agreement, dated May 28, 1987, between Mary Tennant Bryan, Florence Bryan Wisner, J. Stewart Bryan III, and as trustees under D. Tennant Bryan Media Trust, and Media General, Inc., D. Tennant Bryan and J. Stewart Bryan III, incorporated by reference to Exhibit 10.50 of Form 10-K for the fiscal year ended December 31, 1987.
10.7	Media General, Inc., Supplemental 401(K) Plan, amended and restated as of April 29, 2004, incorporated by reference to Exhibit 10.7 of Form 10-K for the fiscal year ended December 26, 2004.
10.8	Media General, Inc., Executive Supplemental Retirement Plan, amended and restated as of November 24, 2003, incorporated by reference to Exhibit 10.8 of Form 10-K for the fiscal year ended December 28, 2003.
10.9	Deferred Income Plan for Selected Key Executives of Media General, Inc., and form of Deferred Compensation Agreement thereunder dated as of December 1, 1984, incorporated by reference to Exhibit 10.29 of Form 10-K for the fiscal year ended December 31, 1989.
10.10	Media General, Inc., Management Performance Award Program, adopted November 16, 1990, and effective January 1, 1991, incorporated by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended December 29, 1991.

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10.11	Media General, Inc., Deferred Compensation Plan, amended and restated as of January 1, 1999, incorporated by reference to Exhibit 4.3 of Registration Statement 333-69527.
10.12	Media General, Inc., ERISA Excess Benefits Plan, amended and restated as of November 17, 1994, incorporated by reference to Exhibit 10.33 of Form 10-K for the fiscal year ended December 25, 1994.
10.13	Media General, Inc., 1995 Long-Term Incentive Plan, amended and restated as of May 18, 2001, incorporated by reference to Appendix B of the Proxy Statement dated April 2, 2001.
10.14	Media General, Inc., 1996 Employee Non-Qualified Stock Option Plan, amended as of December 31, 2001, incorporated by reference to Exhibit 10.14 of Form 10-K for the fiscal year ended December 26, 2004.
10.15	Media General, Inc., 1997 Employee Restricted Stock Plan, amended as of December 31, 2001, incorporated by reference to Exhibit 10.15 of Form 10-K for the fiscal year ended December 26, 2004.
10.16	Media General, Inc., Directors’ Deferred Compensation Plan, amended and restated as of November 16, 2001, incorporated by reference to Exhibit 10.16 of Form 10-K for the fiscal year ended December 26, 2004.
10.17	Form of an executive life insurance agreement between the Company and certain executive officers, incorporated by reference to exhibit 10.17 of Form 10-K for the fiscal year ended December 29, 2002.
10.18	Media General, Inc., Executive Automobile Program, incorporated by reference to Exhibit 10.18 of Form 10-K for the fiscal year ended December 26, 2004.
10.19	Media General, Inc., Executive Financial Planning and Income Tax Program, amended and restated as of October 16, 2005.
10.20	Media General, Inc., Executive Health Program adopted November 22, 2004, incorporated by reference to Exhibit 10.20 of Form 10-K for the fiscal year ended December 26, 2004.
10.21	Amended and Restated Partnership Agreement, dated November 1, 1987, by and among Virginia Paper Manufacturing Corp., KR Newsprint Company, Inc., and CEI Newsprint, Inc., incorporated by reference to Exhibit 10.31 of Form 10-K for the fiscal year ended December 31, 1987.
10.22	Amended and Restated Umbrella Agreement, dated November 1, 1987, by and among Media General, Inc., Knight - Ridder, Inc., and Cox Enterprises, Inc., incorporated by reference to Exhibit 10.34 of Form 10-K for the fiscal year ended December 31, 1987.
10.23	Amended Newsprint Purchase Contract, dated November 1, 1987, by and among Southeast Paper Manufacturing Co., Media General, Inc., Knight-Ridder, Inc., and Cox Enterprises, Inc., incorporated by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended December 31, 1987.
10.24	Television affiliation letter agreement, dated April 16, 2001, between Media General Broadcast Group and the NBC Television Network incorporated by reference to Exhibit 10.24 of Form 10-K for the fiscal year ended December 30, 2001.

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10.25	Amended and Restated Credit Agreement, dated March 14, 2005, among Media General, Inc., and various lenders, incorporated by reference to Exhibit 10.1 of Form 8-K filed on March 14, 2005.
13	Media General, Inc., Annual Report to Stockholders for the fiscal year ended December 25, 2005.
21	List of subsidiaries of the registrant.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1	Section 302 Chief Executive Officer Certification
31.2	Section 302 Chief Financial Officer Certification
32	Section 906 Chief Executive Officer and Chief Financial Officer Certification

       Note: Exhibits 10.1-10.20 are management contracts or compensatory plans, contracts or arrangements.

15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDIA GENERAL, INC.
Date: February 23, 2006
	/s/ Marshall N. Morton
	Marshall N. Morton, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Stewart Bryan III	Chairman	February 23, 2006
J. Stewart Bryan
/s/ O. Reid Ashe, Jr.	Executive Vice President, Chief Operating Officer and Director	February 23, 2006
O. Reid Ashe, Jr.
/s/ John A. Schauss	Vice President – Finance and Chief Financial Officer	February 23, 2006
John A. Schauss
/s/ Stephen Y. Dickinson	Controller and Chief Accounting Officer	February 23, 2006
Stephen Y. Dickinson
/s/ Diana F. Cantor	Director	February 23, 2006
Diana F. Cantor
/s/ Charles A. Davis	Director	February 23, 2006
Charles A. Davis
/s/ Thompson L. Rankin	Director	February 23, 2006
Thompson L. Rankin
/s/ Walter E. Williams	Director	February 23, 2006
Walter E. Williams
/s/ Coleman Wortham III	Director	February 23, 2006
Coleman Wortham III

16

EX-10.19

Exhibit 10.19

MEDIA GENERAL, INC.

EXECUTIVE FINANCIAL PLANNING

and

INCOME TAX PROGRAM

Amended And Restated as of October 16, 2005

Purpose:

The Executive Financial Planning and Income Tax Program provides an executive perquisite that supports the financial health of the Company’s executives. This Program provides the executive with a reputable and professional resource that is highly experienced in executive financial planning and income tax preparation.

Policy Administration Responsibilities:

Media General’s Compensation Department is responsible for coordinating this program. SBK Financial, Inc. (SBK Financial), has been selected as Media General’s preferred provider of this executive benefit because of their solid reputation and experience, as well as their knowledge of Media General and its executive compensation plans. (For consideration of company-paid services with another firm, the executive must present a request to Media General’s Compensation Department prior to securing services.)

Media General, SBK Financial and the executive are responsible for following all procedures in this policy. This includes ensuring that any services charged to Media General are covered in the policy.

Employee Participation:

Salaried executive employees are eligible to participate in this program. From those eligible, Media General will select executives for participation. Selection will be based on the employee’s position, job responsibilities, value of their services, and other pertinent factors.

Coverage Terms:

New participants are eligible for coverage beginning in the tax year they became a participant. For example, an executive selected for participation in 2005 would be eligible for income tax preparation for the tax year 2005 (but not eligible for tax preparation related to tax year 2004).

Coverage will immediately cease upon termination if the executive is under age 55. Coverage also ceases immediately, regardless of the executive’s age, if the executive is terminated by the Company due to criminal activity or any activity deemed by the Company to be detrimental to the Company.

Retiring participants, defined in this program as age 55 or older, will be covered in the tax year of retirement as well as the tax year immediately following the year of retirement. Covered services will also be provided to the participant’s surviving spouse for this same time period if the executive was over age 55 at the time of death.

Cost Limits:

The following cost limits will apply.

• Financial Planning, Future Retirement and Estate Planning:

• Coverage for these services will utilize a specific 5-year period, following the numbering pattern of the calendar for all participants. For example, the first 5-year period will be measured from years 2001 through 2005, the second 5-year period will be years 2006 through 2010, and so forth.

• In any one year of this specific 5-year period, Media General will cover up to $10,000 in services. In the other 4 years of the 5-year period, Media General will cover up to $2,000.

• Expenses / coverage limits will be applied to the year that services are incurred (versus paid). Unused credits are not carried forward, and will be forfeited as of December 31 each year. Participation expires on December 31 of the year following retirement, and will expire immediately at separation for terminations other than retirement.

• Income Tax Services:

• A credit of $7,500 is earned each year.

• Unused credits will be carried forward but may not exceed a maximum balance of $15,000.

• Expenses / coverage limits will be applied to the year that services are incurred (versus paid). Unused credits will expire on December 31 of the year following retirement, and will expire immediately at separation for terminations other than retirement.

Covered Services:

The Program covers the following services.

• Financial planning to maximize returns from company benefit plans such as stock options, salary deferral plans and executive life insurance programs

• Investment advice on portfolio design, including analysis of risk tolerance, target rate of return and appropriate diversification and asset allocation

• Retirement and long-range cash flows (including consideration of outside business interests as related to retirement and estate planning)

• Comprehensive estate planning

• Wills, trusts, estate planning documents, etc.

• Planning for charitable giving programs

• Income tax planning necessary to effectively prepare income tax returns

• Income tax return preparation for participant (and those of a spouse where married filing separate returns results in reduced tax liabilities)

• Gift tax returns

• Income tax projections and preparation of quarterly federal and state estimated tax vouchers

• Assistance regarding IRS and state examinations and inquiries, as needed

• Incorporation of income from outside businesses in participant’s personal income tax return (however, partnership or corporate returns for participant’s outside businesses are not covered)

2

Excluded Services:

The following is a partial listing of services that are not covered by this Program. Participants may not apply unused credit balances for Excluded Services. SBK Financial may handle these items at the executive’s personal expense.

• Children, dependents or household employees’ tax returns, legal documents, wills, etc.

• Estate tax return of participant (or spouse), even if the participant dies while still employed

• Partnership or corporate returns for outside businesses of participant

• Tax returns or planning for businesses not related to Media General

• Partnership investments

Income Taxes:

The competitive market value of the services received will be included as W-2 income. The executive is responsible for income taxes.

Payment Processing:

SBK Financial will directly invoice Media General for covered services. Any other invoices for covered services may be submitted for direct payment (or reimbursement). All invoices MUST be submitted to Media General’s Compensation Department for payment. This will ensure appropriate record keeping and tax treatment.

Policy Exceptions:

In general, the provisions defined and illustrated in this document will be followed without exception. Questions regarding this policy may be directed to the Media General Compensation Director. All requests for exceptions to this policy must be submitted in writing to Media General for review and approval prior to seeking financial planning or tax preparation services.

3

EX-13

Exhibit 13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This discussion addresses the principal factors affecting the Company’s financial condition and operations during the past three years and should be read in conjunction with the consolidated financial statements and the Ten-Year Financial Summary found elsewhere in this report.

OVERVIEW

The Company is a diversified communications company located primarily in the southeastern United States. Its mission is to be the leading provider of high-quality news, information and entertainment in the Southeast by continually building its position of strength in strategically located markets. The Company pursues its strategy through organic growth, developing new products and services, and strategic acquisitions in order to be a consequential force in the southeastern communities in which it operates. The Company implements its strategy and manages its operations through three business segments: Publishing, Broadcast and Interactive Media. The Company owns 25 daily newspapers and more than 100 other publications, 26 network-affiliated television stations, and operates more than 75 online enterprises.

Media General depends on advertising across all three segments as its primary source of revenues. Accordingly, many of the Company’s revenue categories are sensitive to the state of the economy and are inherently influenced by its fluctuations. In 2005, as the economy continued to improve, the Company saw revenue growth in all Publishing advertising categories as well as in Local and National Broadcasting advertising. While a growing economy was certainly a factor in achieving these results, Media General delivered revenue growth which consistently exceeded that of its Publishing and Broadcast peer groups throughout 2005. Significant events like the Olympics and the Super Bowl, as well as national and statewide political races, generate additional advertising dollars, particularly in the Broadcast Division. These events, or their absence in a given year, introduce a certain cyclicality to the Company’s Broadcast revenues as odd-numbered years tend to suffer from a deficiency in Political revenues combined with the lack of Olympics advertising. The following graph shows Political advertising as a percentage of total time sales and clearly demonstrates how Political advertising unmistakably contributes to this cyclicality.

Accordingly, the Company’s Broadcast Division was faced with the challenge in 2005 of a $35.9 million decrease in Political advertising as well as the absence of $5 million in Olympics advertising. Another factor that influences the Company’s profits is the level of circulation in the Publishing Division. As newspaper circulation in the publishing industry has experienced a slow erosion with the availability of information and news from so many competing mediums, the Company has worked hard to sustain its circulation. With readership studies, promotion and other investments, the Company incurred only nominal declines in 2005 and 2004; these results outperformed the industry in both years.

Newsprint prices also influence the Company’s results in two fundamental ways. First, the Company owns a one-third interest in SP Newsprint Company (SPNC), a domestic newsprint manufacturer with a manufacturing capacity of over one million short tons annually. Second, newsprint expense represents a significant portion of the Publishing Division’s total costs (approximately 14% to 15% for the last three years). While higher newsprint prices are beneficial to SPNC, as they typically translate into increased profits, they are detrimental to the Publishing Division because they increase production costs. The Company’s share of SPNC’s annual production is approximately 350,000 short tons, which is more than twice the approximate annual newsprint consumption of its newspapers. Consequently, each $1/ton change in newsprint selling price (absent other changes) affects the Company’s net income by approximately $130 thousand annually. Unfortunately, other changes in the form of significantly higher energy costs have not always allowed the higher SPNC newsprint prices to translate into higher profits for the Company.

Newsprint is a commodity whose price is driven by the economics of supply and demand. After hitting a 20-year low in 2002, newsprint prices have been steadily rising over the last three years as shown in the accompanying graph. The Company expects that this upward trend will continue in 2006 (a $36/ton increase was announced in February) as many companies have switched to a lighter-based weight of newsprint, which results in lower newsprint tonnage ordered by publishing companies and higher prices as newsprint producers try to compensate for this reduction in volume. The financial results of SPNC in 2003 and 2004 reflected the rising prices shown below. In 2003, the Company’s share was a loss of $5.4 million that improved to income of $1 million in 2004 as prices continued to increase. Despite higher newsprint prices, SPNC’s 2005 results were not quite on par with the previous trend, as energy costs were a more influential factor. In 2005, the Company’s share of SPNC’s income was $1 million because soaring energy costs essentially offset rising newsprint prices; energy costs are expected to influence 2006 results as well.

The Company continues to monitor developments at the Federal Communications Commission (FCC) involving revised media ownership regulations. In 2003, the FCC passed new rules that would have allowed common-ownership of broadcast stations and newspapers in all large markets, and would have allowed cross-ownership on a

19

more limited basis in all but the smallest markets. However, after being remanded by the courts, the new rules are back at the FCC for reconsideration. The Company believes that the old ownership regulations, which date from 1975 (and the revised rules to a lesser degree), impinge on the Company’s First Amendment rights. It believes that the ban on cross-ownership should be lifted in all markets. A favorable outcome would afford the Company greater opportunities to expand its convergence efforts in the Southeast. The Company believes that uncertainty about media ownership issues has had the effect of dampening the acquisition market in recent years as buyers and sellers have waited for the FCC to provide additional clarity. Because of the extensive judicial process, this clarity has remained elusive. Resolution of this matter will take some time, and while this process continues, the Company has sought license renewals and waivers from the FCC for several of its television stations where the Company’s cross-ownership remains an issue under the old regulations. The Company will continue to evaluate attractive acquisition opportunities as they emerge and anticipates expanding its reach in a complementary and disciplined fashion.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP) requires that management make various estimates and assumptions that have an impact on the assets, liabilities, revenues, and expenses reported. The Company considers an accounting estimate to be critical if that estimate requires assumptions be made about matters that were uncertain at the time the accounting estimate was made, and if changes in the estimate (which are reasonably likely to occur from period to period) would have a material impact on the Company’s financial condition or results of operations. The Company’s Audit Committee has reviewed the development, selection and disclosure of these critical accounting estimates. While actual results could differ from accounting estimates, the Company’s most critical accounting estimates and assumptions are in the following areas:

Intangible assets

The Company reviews the carrying values of both goodwill and other identified intangible assets, including FCC licenses, in the fourth quarter each year, or earlier if events indicate impairment may have arisen, utilizing discounted cash flow models. The preparation of such discounted future operating cash flow analyses requires significant management judgment with respect to operating profit growth rates, appropriate discount rates, and residual values. The fourth-quarter 2005 tests indicated no impairment. However, since the estimated fair values in the discounted cash flow model are subject to change based on the Company’s performance and overall market conditions, future impairment charges are possible.

The Company also periodically reevaluates the remaining useful life of its finite-lived intangible assets. Effective at the beginning of the fourth quarter of 2004, the Company reevaluated the remaining useful life of its network affiliation intangible assets (previously 40 years) and determined that the life should be 25 years because this was deemed to be the length of time before a material modification of the underlying contract would occur. This change resulted in approximately $1.9 million of additional amortization being recorded in the first three quarters of 2005 related to network affiliation intangible assets.

Pension plans and postretirement benefits

The determination of the liabilities and cost of the Company’s pension and other postretirement plans requires the use of assumptions. The actuarial assumptions used in the Company’s pension and postretirement reporting are reviewed annually with independent actuaries and compared with external benchmarks, historical trends, and the Company’s own experience to determine that its assumptions are reasonable. The assumptions used in developing the required estimates include the following key factors:

• Discount rates

• Expected return on plan assets

• Salary growth

• Mortality rates

• Health care cost trends

• Retirement rates

• Expected contributions

A one percentage-point change in the expected long-term rate of return on plan assets would have resulted in a change in pension expense for 2005 of approximately $2.8 million. A one percentage-point increase or decrease in the discount rate would have lowered by approximately $6.5 million or raised by approximately $7.4 million, respectively, the plans’ 2005 expense and would have changed the plans’ accumulated obligations by approximately $45 million to $51 million as of the end of 2005.

Self-insurance liabilities

The Company self-insures for certain medical and disability benefits, workers’ compensation costs, and automobile and general liability claims with specified stop-loss provisions for high-dollar claims. The Company estimates the liabilities for these items (approximately $18 million at December 25, 2005) based on historical experience and advice from actuaries and claim administrators. Actual claims experience as well as changes in health care cost trends could result in the Company’s eventual cost differing from the estimate.

Income taxes

The Company files income tax returns with various state tax jurisdictions in addition to the Internal Revenue Service and is regularly audited by both federal and state tax agencies. From time to time, those audits may result in proposed adjustments. The Company has considered the alternative interpretations that may be assumed by the various tax agencies and does not anticipate any material impact on its earnings as a result of the various audits.

The Company records income tax expense and liabilities in accordance with SFAS No. 109, Accounting for Income Taxes, under which deferred tax assets and liabilities are recorded for the differing treatments of various items of income and expense for financial reporting versus tax reporting purposes. The Company bases its estimate of those deferred tax assets and liabilities on current tax laws and rates as well as expected future income. Therefore, any significant changes in enacted federal and state tax laws or in expected future earnings might impact income tax expense and deferred tax assets and liabilities.

20

The Company has benefited from the Qualified Production Activity Deduction (QPAD), which was passed as part of the American Jobs Creation Act of 2004 and became effective for years beginning with 2005. The QPAD, which effectively lowers the federal tax rate of domestic manufacturers, is being phased in over a five-year period. The statute underlying the QPAD is vague and the definition of “Qualifying Production Activity” is still a work in progress. Proposed Regulations concerning the QPAD were released on October 19, 2005, and clarified many items; however, there are still a number of issues to be resolved. Currently the Company believes that a significant portion of its Publishing Division activity will qualify for the QPAD, but it is assuming no benefit related to its Broadcast and Interactive Media Divisions. The Company recorded a tax benefit of approximately $.5 million in 2005 related to the estimated QPAD.

Summary

Management believes, given current facts and circumstances, supplemented by the expertise and concurrence of external resources, including actuaries and accountants, that its estimates and assumptions are reasonable and are in accordance with GAAP. Management further believes that the assumptions and estimates actually used in the financial statements, taken as a whole, represent the most appropriate choices from among reasonably possible alternatives and fairly present the financial position, results of operations and cash flows of the Company. Management will continue to discuss key estimates with the Audit Committee of the Board of Directors.

RESULTS OF OPERATIONS

Net income

The Company reported a loss of $243 million ($10.18 per diluted share) in 2005. Comparative results for 2005 were substantially impacted by the January adoption of EITF Topic D-108, Use of the Residual Method to Value Acquired Assets Other Than Goodwill, which requires the use of a direct method for valuing all acquired intangible assets other than goodwill. The direct method requires the company to value its FCC licenses (acquired in conjunction with broadcast TV acquisitions made in 1997 and 2000) using an average market participant concept. Use of the direct value method with the average market participant concept, which differs markedly from the residual value method used at the time of the acquisitions, resulted in a cumulative effect of a change in accounting principle charge of $325.5 million ($13.63 per diluted share) in the first quarter of 2005. See Note 2 for a full discussion of this charge. Also affecting results, the sale of the Company’s 20% interest in The Denver Post Company to Media News Group, Inc., resulted in an after-tax gain of $19.4 million ($0.81 per diluted share).

Excluding the Denver gain, income before cumulative effect of change in accounting principle of $63 million in 2005 was down $17.2 million from the prior year. This year-over-year decline was primarily attributable to a 23.4% decrease in Broadcast Division operating profits due to the $35.9 million drop in Political advertising revenues, as well as the absence of $5 million in Olympics-related advertising. The Publishing and Interactive Media Divisions played a much smaller role in shaping the Company’s year-over-year overall results. Again excluding the Denver gain, Publishing Division operating profits were down nominally from the prior year, while the Interactive Media Division reduced its operating loss by $2.2 million (35.5%) compared to 2004. Other dynamics which influenced the year’s results included a 12.9% increase in intangibles amortization (principally due to the shortening of network affiliation intangible asset useful lives from 40 to 25 years in the fourth quarter of 2004), and a 5.4% reduction in interest expense (lower average debt levels more than offset higher rate). Additionally, the Company’s share of SP Newsprint’s results was virtually level with the 2004 results, as higher selling prices barely outpaced increased raw material costs and significantly higher energy expense.

In 2004, net income of $80.2 million ($3.38 per diluted share) rose sharply from 2003’s net income of $58.7 million ($2.50 per diluted share). The 2003 year included two items that nearly offset one another but nevertheless influenced results. The first was the October 2003 sale of Media General Financial Services, Inc., on which the Company recorded an after-tax gain of $6.8 million (net of income taxes of $3.9 million) and income from discontinued operations of $964 thousand (net of income taxes of $551 thousand). The second item was the July 2003 adoption of FIN 46, Consolidation of Variable Interest Entities, which resulted in the consolidation of certain VIEs that own real property leased to the Company. The Company added assets (primarily buildings) and liabilities (primarily debt) of the VIEs to its balance sheet and recognized a cumulative effect of change in accounting principle of $8.1 million (net of $3.4 million in taxes).

The improved 2004 year-over-year performance was led by a 15% rise in segment operating profits as the Broadcast Division posted record Political revenues and Classified advertising in the Publishing and Interactive Media Divisions was strong. Other significant factors included a $6.4 million improvement (and a return to profitability) in the Company’s share of SPNC’s results due to higher newsprint prices, a $6.1 million gain on a legal settlement and a $3.3 million reduction in interest expense. Together, these were more than sufficient to overcome $4.8 million of higher network affiliation intangibles amortization.

Publishing

          Excluding the Denver gain, operating income for the Publishing Division showed minimal movement in 2005 from the prior year; a $21.4 million increase in revenues was more than offset by higher operating expenses. As illustrated by the following chart, Classified revenues remained the Division’s strongest performer, fueling the Division’s third consecutive year-over-year growth in overall revenues. Classified advertising revenues rose over 8% and contributed three-quarters of the Division’s revenue gain in 2005 on the strength of robust employment advertising in almost all markets. Retail and National revenues were both up 3.1%, reflecting modest, but consistent growth during the last three years. In 2005, Retail advertising benefited from increases in the financial and medical categories as well as solid growth in preprints. National advertising began 2005 with a flourish (primarily in the telecommunications category) but softened significantly in the latter part of the year, although still outperforming 2004. Additionally, Circulation revenues fell below the prior year’s level, mostly due to a change in wholesale rates to independent carriers in some markets, for which there was a corresponding expense decrease, but also due to small declines in volumes at most newspapers.

21

Publishing Division operating expenses increased $22.2 million in 2005 over the previous year due to a combination of several significant factors. Employee compensation and benefit costs increased $10.6 million due to annual salary increases, higher retirement plan expenses and increased health care costs. Newsprint expense was up $6.8 million due to a $55 per ton rise in average price. Additionally, certain other costs at the Florida properties were up 5.1% due to new product offerings, advertising incentives, circulation-related costs and the transition to an expanded packaging facility.

In 2004, operating profits increased $7.2 million (5.8%) over the equivalent 2003 period due to a $22.4 million increase in revenues offset by a $15.3 million increase in operating expenses. Continuing a trend that began late in 2003, Classified advertising, particularly employment advertising, was the growth engine for the Division throughout 2004, finishing ahead of 2003 by 8.4%. National and Retail advertising improved moderately, although advertisers continued to remain cautious with their spending. Circulation revenues also contributed nicely, principally the result of rate increases.

The increase in operating expenses in 2004 reflected the rising newsprint prices shown in the earlier graph, higher compensation and benefits costs, as well as increases in other departmental expenses, particularly in Tampa, related to circulation growth plan initiatives, ongoing maintenance of facilities, and higher relocation and training costs. Newsprint costs (up $5.8 million) were the single largest factor in the expense increase as the average cost of a ton of newsprint consumed by the Publishing division rose $40 to $469 per ton. A 2.1% rise in salaries and benefits expense reflected merit increases and higher retirement plan costs, partially offset by open positions across the Division.

Broadcast

Broadcast operating profits declined $21.6 million in 2005 due to the near absence of Political revenues. A predictable, but nonetheless severe, decline in Political revenues necessitated an increase in operating expenses as the Division worked to replace not only Political revenues, but also $5 million in 2004 Olympics-related advertising revenues. Despite the challenges presented in this odd-numbered year, revenue declines were limited to $9.2 million, as higher Local advertising softened much of the blow from lower Political revenues. The following chart illustrates the divergent paths of Local and Political advertising, as well as the consistency in National advertising as it showed slight improvement over 2004. Aggressive sales development initiatives drove the robust Local time sales due to strength in nearly all categories, particularly furniture and financial. National advertising revenues rose modestly in 2005; results by category were mixed as strong corporate and home improvement advertising more than offset weaker fast food and automotive ad revenues to produce the improved performance.

The Broadcast Division’s total advertising sales consistently outperformed that of the industry throughout 2005. According to the Television Bureau of Advertising (a not-for-profit trade association of America’s broadcast television industry), time sales across the broadcast industry for 2005 (including Political revenues in either National or Local, as appropriate) have decreased 5.7% through December 2005 compared to the Division’s smaller 3.2% decline. This better-than-industry revenue performance was driven by the Division’s outstanding local time sales. The Division’s National time sales were below the industry average, largely a reflection of the exceptionally strong 2004 Political advertising garnered by the division’s TV stations. The following chart illustrates the Division’s 2005 performance by category as compared to the industry:

Time Sales	Industry Decline	Media General Growth/(Decline)
Local	(1.7)%	6.7%
National	(11.7)%	(18.0)%
Total	(5.7)%	(3.2)%

Broadcast operating expenses rose $12.4 million in 2005 as compared to the prior year. The primary factor driving this increase was higher employee compensation and benefit costs which grew 7.2% due to annual salary increases, sales commission growth associated with new business, increased retirement plan expense, and higher health care costs. Increased sales-related expenses (including higher customer sales incentives and increased consulting fees related to new business development initiatives), as well as costs associated with Hurricanes Katrina and Rita, also adversely impacted Broadcast operating expenses. Investments made by the Division over the past several years in high-quality local news and other program acquisitions are paying dividends. At the close of 2005, 22 of the Company’s 26 stations (including satellites) were ranked #1 or #2 in their markets. It is this strength of market position that makes the Company’s

22

stations attractive outlets for advertisers in general, and for political candidates in particular.

Broadcast operating profits in 2004 surged 39% to $92.5 million due primarily to a record level of Political revenues. In total, Broadcast Division revenues increased $37.4 million, or 13%, in this even-numbered year as both Local and National advertising showed year-over-year growth led by the automotive, services, and telecommunications categories. Early in the year, Super Bowl advertising was strong, as was the advertising related to the Summer Olympics. Political advertising, which totaled $37.7 million, exceeded expectations throughout the year and reached its zenith in October. Spending related to the presidential campaign, Senate races across the Southeast, and issue-oriented advertising all contributed.

Operating expenses in the Broadcast Division increased 5.3% during 2004 as compared to 2003, more than half of which was related to compensation and benefits costs due to higher commissions and higher retirement plan costs. Additionally, fees for programming and for market-rating services also rose.

Interactive Media

The Interactive Media Division reduced its operating loss by 35.5% in 2005 from the previous year. Revenues increased $6.6 million (47.2%), with two-thirds of the increase coming from Classified advertising as upsell and other classified products continued to flourish. Under these upsell arrangements, customers pay an additional fee to have their classified advertisement placed online simultaneously with its publication in the newspaper. Classified advertising has grown dramatically every year since the Division’s inception in 2001, with all years producing year-over-year improvements of nearly 50% or greater. While Classified advertising remains the Division’s growth engine, both Local and National advertising are also making excellent contributions to divisional revenue improvement as exhibited in the following chart.

Operating expenses were up $4.4 million in the year, predominantly resulting from higher employee compensation and benefits expense due to sales positions being filled, additional sales-related commissions and annual salary increases.

In early 2003, the Company sold its investment in Hoover’s, Inc., for $16.8 million, producing a pre-tax gain of $5.7 million ($3.7 million net of income taxes). Excluding this gain, the Interactive Media Division’s 2004 operating loss of $6.3 million represented a 9.6% improvement from 2003. Revenues grew by 44% (to $13.9 million) with nearly three-quarters of that amount coming from Classified advertising.

Beginning with the 2001 formation of the Interactive Media Division, the Company anticipated associated divisional losses for several years as innovative products were developed and acquired, new advertiser relationships were built, and the infrastructure to support the Division was formed. The Interactive Media Division remains focused on expanding product offerings, securing and retaining high-quality personnel, invigorating revenues through sales initiatives, and enhancing content and design across all the Company’s online enterprises. During the third quarter of 2005, the Company purchased Blockdot, Inc., a leading advergaming and game development firm known for product innovation and services. The addition of Blockdot enhances the Division’s ability to provide innovative product offerings. The Division’s performance continues to make progress as demonstrated by consistent profitability since 2004 at TBO.com and TimesDispatch.com, the Company’s two largest online enterprises. Several of the Division’s smaller online enterprises also demonstrated profitability this year and others continue to advance towards that goal. Based on the continuation of strong revenue growth and the maturation of its infrastructure, the Company currently expects the Division to become cash flow positive before the end of 2006.

Interest expense

Interest expense in 2005 decreased 5.4% to $29.4 million due primarily to a $96 million reduction in average debt outstanding, which more than offset higher average rates that increased approximately 65 basis points (to 5.83%) due to a year-over-year increase in LIBOR (which influences interest rates applicable to the Company’s revolving credit facility). This meaningful debt reduction was facilitated by use of the proceeds from the sale of the Company’s interest in Denver.

Although it has none now, the Company periodically uses interest rate swaps; such instruments are not traded for profit or loss, but used as part of an overall strategy to manage interest cost and risk associated with variable interest rates, primarily short-term changes in LIBOR. Toward the end of the first quarter of 2004, two of the Company’s swaps with notional amounts totaling $100 million matured, leaving two remaining swaps with notional amounts of $50 million each which matured in the first quarter of 2005. These interest rate swaps were cash flow hedges that effectively converted the covered portion of the Company’s variable rate debt to fixed rate debt.

Income taxes

The Company’s effective tax rate on income from continuing operations was 38% in 2005 and 37% for the previous two years. The 2005 increase was primarily due to the relatively high effective tax rate related to the gain from the sale of the Company’s 20% interest in Denver. Excluding this gain from the Denver sale, the Company’s 2005 effective tax rate was 36.9%. In 2005, the Company recorded an income tax benefit of approximately $500 thousand related to the QPAD.

LIQUIDITY

The Company expects net cash flows from operations over the next year to provide it with sufficient resources to manage working capital needs, pay dividends, and finance a higher level of capital expenditures; it will look to the unused portion of its credit facilities (described more fully below) to fund new growth opportunities as they arise. The higher level of capital expenditures in 2006 will include transitioning to full-power digital signals at the Company’s television

23

stations, a new television studio in Myrtle Beach as well as press and production projects at the Company’s Publishing operations in Opelika-Auburn and Lynchburg.

The Company has typically generated strong net cash from operations (ranging from $125 million to $171 million per year over the last five years). In 2005, the Company also generated proceeds of $45.9 million from the sale of its 20% interest in Denver. Despite nearly doubling capital spending from the prior year, the Company still was able to reduce debt by $48 million in 2005. The Company’s philosophy is to use excess cash flow to repay debt, which has the effect of strengthening the balance sheet. A stronger balance sheet enhances the Company’s ability to qualify for favorable terms under its existing revolving credit facility, negotiate beneficial terms for new borrowing facilities, and produces the financial flexibility to act on attractive acquisition opportunities.

The table that follows shows long-term debt and other specified obligations of the Company:

(In millions)	Payments Due By Periods
Contractual obligations	Total		2006		2007 2008		2009 2010		2011 and beyond
Long-term debt:
Revolving credit facility	$	180.0	$	—	$	—	$	180.0	$	—
Universal shelf registration		200.0		200.0		—		—		—
Borrowings of VIEs		95.3		—		95.3		—		—
Other		10.0		10.0		—		—		—
Operating leases1		25.1		5.2		7.7		4.8		7.4
Broadcast film rights2		89.1		14.2		36.5		25.8		12.6
Estimated benefit payments from Company assets3		53.4		4.7		9.6		10.1		29.0
Purchase obligations4		171.9		113.9		29.3		12.7		16.0
Total specified obligations	$	824.8	$	348.0	$	178.4	$	233.4	$	65.0

¹ Minimum rental commitments under noncancelable lease terms in excess of one year.

² Broadcast film rights include both recorded short-term and long-term liabilities for programs which have been produced and unrecorded commitments to purchase film rights which are not yet available for broadcast.

³ Actuarially estimated benefit payments under pension and other benefit plans expected to be funded directly from Company assets through 2015.

⁴ Includes: 1) all current liabilities not otherwise reported in the table that will require cash settlement, 2) significant purchase commitments for fixed assets, 3) significant non-ordinary course contract-based obligations.

In March 2005, in order to take advantage of a favorable bank-credit market, the Company amended its existing $1 billion revolving credit facility which was set to mature in 2006 with a similar $1 billion revolving credit facility that will now mature in 2010; the Company also has a universal shelf registration in place which allows for the issuance of public debt or equity totaling $1.2 billion combined (together the “Facilities”). The Company’s $200 million of senior notes are due September 1, 2006; prior to maturity, the Company will evaluate options that are available to it regarding its intended refinancing of these maturing notes. As shown above, at the end of 2005 there were borrowings of $180 million outstanding under the revolving credit facility and $200 million in senior notes outstanding under the universal shelf. The Facilities carry cross-default provisions between the revolving credit and the senior notes. The revolving credit facility has covenants stipulating certain maximum or minimum levels of interest coverage and leverage. These covenants, which involve debt levels, interest expense, and EBITDA (a measure of cash earnings as defined in the revolving credit agreement), can affect the Company’s maximum borrowing capacity under the Facilities. The Company was in compliance with all covenants throughout the year and expects to remain in compliance going forward.

The Company’s retirement plan, like many such plans, is in an underfunded position due to a combination of low investment returns in the early part of this century and lower discount rates. As a result, although not required to do so, the Company made a $15 million contribution to its retirement plan trust in 2005, a $35 million contribution in 2004 and a $21 million contribution in 2003 with the expectation of reducing the ultimate amount that it would need to contribute. Depending upon changes in market values, rates of return, and discount rates, the Company expects that annual contributions approximating the level made in 2005 may continue over the next few years

OUTLOOK FOR 2006

Several factors are expected to align in 2006 to produce positive growth across most sectors of the Company. This year marks not only the return of the Olympics, but also increased political elections, which will enhance Broadcast advertising revenues. The Publishing Division anticipates solid advertising growth, including a continuation of 2005’s upward trend in Classified and Retail advertising. While higher newsprint prices will partially offset improved Publishing revenues, they are expected to favorably impact the Company’s share of SP Newsprint’s results despite the tempering impact of higher energy

24

costs. During the latter part of 2006, the Interactive Media Division projects its core business will achieve its first profitable interim periods since its inception in 2001. The Division’s steady and consistent progress over the years will reach a significant milestone as it expects to become cash-flow positive before the close of 2006. Additionally, 2006 is a 53-week fiscal year and will enhance the year’s overall results with an extra week of revenues and operating profits. Conversely, rising interest rates are expected to produce an increase in interest expense, while the mandated adoption of FAS 123(R) will lead to higher compensation expense as stock options are expensed for the first time.

*    *    *    *    *    *    *

Certain statements in this annual report that are not historical facts are “forward-looking” statements, as that term is defined by the federal securities laws. Forward-looking statements include statements related to pending transactions and contractual obligations, critical accounting estimates and assumptions, the impact of new accounting standards and the Internet, and expectations regarding newsprint prices, pension contributions, advertising levels and the effects of changes to FCC regulations. Forward-looking statements, including those which use words such as the Company “believes,” “anticipates,” “expects,” “estimates,” “intends,” “projects” and similar words, are made as of the date of this filing and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements.

These forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections including, without limitation: changes in advertising demand, changes in circulation levels, changes in relationships with broadcast networks, the availability and pricing of newsprint, fluctuations in interest rates, changes in energy costs, the performance of pension plan assets, health care cost trends, regulatory rulings including those related to ERISA and tax law, natural disasters, and the effects of new credit facilities, acquisitions, investments and dispositions on the Company’s results of operations and its financial condition.

25

Report of Management on Media General, Inc.’s

Internal Control over Financial Reporting

Management of Media General, Inc., (the Company) has assessed the Company’s internal control over financial reporting as of December 25, 2005, based on criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that as of December 25, 2005, the Company’s system of internal control over financial reporting was properly designed and operating effectively based upon the specified criteria.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is comprised of policies, procedures and reports designed to provide reasonable assurance, to the Company’s management and board of directors, that the financial reporting and the preparation of financial statements for external purposes has been handled in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that (1) govern records to accurately and fairly reflect the transactions and dispositions of assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable safeguards against or timely detection of material unauthorized acquisition, use or disposition of the Company’s assets.

Internal controls over financial reporting may not prevent or detect all misstatements. Additionally, projections as to the effectiveness of controls to future periods are subject to the risk that controls may not continue to operate at their current effectiveness levels due to changes in personnel or in the Company’s operating environment.

Ernst & Young LLP, the Independent Registered Public Accounting Firm that audited the Company’s consolidated financial statements, has issued an attestation report on management’s assessment of the Company’s internal control over financial reporting which is included elsewhere in this annual report.

January 25, 2006

/s/ Marshall N. Morton	/s/ John A. Schauss	/s/ O. Reid Ashe Jr.
Marshall N. Morton	John A. Schauss	O. Reid Ashe Jr.
President and Chief Executive Officer	Vice President-Finance and Chief Financial Officer	Executive Vice President and Chief Operating Officer

26

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The Board of Directors and Stockholders

Media General, Inc.

We have audited management’s assessment, included in the accompanying Report of Management on Media General, Inc.’s Internal Control over Financial Reporting, that Media General, Inc. maintained effective internal control over financial reporting as of December 25, 2005, based on criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Media General, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

In our opinion, management’s assessment that Media General, Inc. maintained effective internal control over financial reporting as of December 25, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Media General, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 25, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Media General, Inc., as of December 25, 2005, and December 26, 2004, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three fiscal years in the period ended December 25, 2005, and our report dated January 25, 2006, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP        

Richmond, Virginia

January 25, 2006

27

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Media General, Inc.

We have audited the accompanying consolidated balance sheets of Media General, Inc., as of December 25, 2005, and December 26, 2004, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three fiscal years in the period ended December 25, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Media General, Inc., at December 25, 2005, and December 26, 2004, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended December 25, 2005, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, in 2005 the Company changed its method of accounting for certain indefinite-lived intangible assets to comply with the accounting provisions of EITF Topic D-108.

As discussed in Note 1 to the consolidated financial statements, in 2003 the Company changed its method of accounting for variable interest entities to comply with the accounting provisions of FASB Interpretation No. 46.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Media General, Inc.’s internal control over financial reporting as of December 25, 2005, based on criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 25, 2006, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP        

Richmond, Virginia

January 25, 2006

28

Media General, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Fiscal Years Ended
	December 25, 2005			December 26, 2004			December 28, 2003
Revenues	$	917,937		$	900,420		$	837,423
Operating costs:
Production		392,889			375,752			356,694
Selling, general and administrative		331,370			309,300			292,986
Depreciation and amortization		67,969			66,036			65,467
Total operating costs		792,228			751,088			715,147
Operating income		125,709			149,332			122,276
Other income (expense):
Interest expense		(29,408	)		(31,082	)		(34,424	)
Investment income (loss) - unconsolidated affiliates		1,119			1,551			(4,672	)
Gain on sale of investment in The Denver Post Corporation		33,270			—			—
Other, net		2,453			7,477			10,666
Total other income (expense)		7,434			(22,054	)		(28,430	)
Income from continuing operations before income taxes and cumulative effect of change in accounting principle		133,143			127,278			93,846
Income taxes		50,732			47,093			34,800
Income from continuing operations before cumulative effect of change in accounting principle		82,411			80,185			59,046
Discontinued operations:
Income from discontinued operations (net of income taxes of $551 in 2003)		—			—			964
Gain on sale of operations (net of income taxes of $3,860 in 2003)		—			—			6,754
Cumulative effect of change in accounting principle (net of income tax benefit of $190,730 in 2005 and $3,420 in 2003)		(325,453	)		—			(8,079	)
Net income (loss)	$	(243,042	)	$	80,185		$	58,685
Earnings (loss) per common share:
Income from continuing operations before cumulative effect of change in accounting principle	$	3.50		$	3.43		$	2.56
Income from discontinued operations		—			—			0.33
Cumulative effect of change in accounting principle		(13.83	)		—			(0.35	)
Net income (loss)	$	(10.33	)	$	3.43		$	2.54
Earnings (loss) per common share - assuming dilution:
Income from continuing operations before cumulative effect of change in accounting principle	$	3.45		$	3.38		$	2.52
Income from discontinued operations		—			—			0.33
Cumulative effect of change in accounting principle		(13.63	)		—			(0.35	)
Net income (loss)	$	(10.18	)	$	3.38		$	2.50

Notes to Consolidated Financial Statements begin on page 34.

29

Media General, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and per share amounts)

ASSETS

	December 25, 2005			December 26, 2004
Current assets:
Cash and cash equivalents	$	14,979		$	9,823
Accounts receivable (less allowance for doubtful accounts 2005 - $6,081; 2004 - $5,994)		125,703			117,177
Inventories		7,884			8,021
Other		35,807			35,826
Total current assets		184,373			170,847
Investments in unconsolidated affiliates		83,227			93,277
Other assets		57,883			59,676
Property, plant and equipment, at cost:
Land		31,283			31,248
Buildings		271,241			269,341
Machinery and equipment		538,293			518,606
Construction in progress		39,033			13,280
Accumulated depreciation		(434,910	)		(410,176	)
Net property, plant and equipment		444,940			422,299
Excess of cost over fair value of net identifiable assets of acquired businesses		645,437			641,706
FCC licenses and other intangibles		559,494			1,092,530
Total assets	$	1,975,354		$	2,480,335

Notes to Consolidated Financial Statements begin on page 34.

30

LIABILITIES AND STOCKHOLDERS’ EQUITY

	December 25, 2005			December 26, 2004
Current liabilities:
Accounts payable	$	27,198		$	27,000
Accrued expenses and other liabilities		84,716			92,163
Income taxes payable		—			7,708
Total current liabilities		111,914			126,871
Long-term debt		389,984			437,960
Borrowings of consolidated variable interest entities		95,320			95,320
Deferred income taxes		308,128			501,655
Other liabilities and deferred credits		154,182			134,760
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock ($5 cumulative convertible), par value $5 per share: authorized 5,000,000 shares; none outstanding
Common stock, par value $5 per share:
Class A, authorized 75,000,000 shares; issued 23,490,696 and 23,230,109 shares		117,453			116,150
Class B, authorized 600,000 shares; issued 555,992 shares		2,780			2,780
Additional paid-in capital		60,342			46,067
Accumulated other comprehensive income (loss):
Unrealized (loss) gain on equity securities		(843	)		2,222
Unrealized loss on derivative contracts		(3,551	)		(5,971	)
Minimum pension liability		(60,224	)		(46,903	)
Unearned compensation		(15,486	)		(9,408	)
Retained earnings		815,355			1,078,832
Total stockholders’ equity		915,826			1,183,769
Total liabilities and stockholders’ equity	$	1,975,354		$	2,480,335

Notes to Consolidated Financial Statements begin on page 34.

31

Media General, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except shares and per share amounts)

	Class A Shares		Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Unearned Compen- sation			Retained Earnings			Total
			Class A			Class B
Balance at December 29, 2002	22,652,466		$	113,262		$	2,780	$	18,504		$	(46,779	)	$	(5,506	)	$	976,993		$	1,059,254
Net income				—			—		—			—			—			58,685			58,685
Unrealized gain on equity securities (net of deferred taxes of $2,009)				—			—		—			3,498			—			—			3,498
Reclassification of gains included in net income (net of deferred taxes of $2,139)				—			—		—			(3,607	)		—			—			(3,607	)
Unrealized gain on derivative contracts (net of deferred taxes of $2,659)				—			—		—			4,705			—			—			4,705
Minimum pension liability (net of deferred tax benefit of $4,765)				—			—		—			(8,801	)		—			—			(8,801	)
Comprehensive income																					54,480
Cash dividends to shareholders ($0.76 per share)				—			—		—			—			—			(17,800	)		(17,800	)
Exercise of stock options	173,144			866			—		6,213			—			—			—			7,079
Stock issuances	157,488			787			—		8,031			—			(8,645	)		—			173
Income tax benefits relating to restricted shares and exercised options				—			—		1,507			—			—			—			1,507
Amortization and forfeitures of unearned compensation	(3,900	)		(20	)		—		(199	)		—			2,481			—			2,262
Other	10,308			52			—		539			—			—			(85	)		506
Balance at December 28, 2003	22,989,506			114,947			2,780		34,595			(50,984	)		(11,670	)		1,017,793			1,107,461
Net income				—			—		—			—			—			80,185			80,185
Unrealized loss on equity securities (net of deferred tax benefit of $742)				—			—		—			(1,276	)		—			—			(1,276	)
Unrealized gain on derivative contracts (net of deferred taxes of $2,147)				—			—		—			3,786			—			—			3,786
Minimum pension liability (net of deferred tax benefit of $1,248)				—			—		—			(2,178	)		—			—			(2,178	)
Comprehensive income																					80,517
Cash dividends to shareholders ($0.80 per share)				—			—		—			—			—			(18,955	)		(18,955	)
Exercise of stock options	228,868			1,144			—		8,711			—			—			—			9,855
Stock issuances	3,735			19			—		210			—			—			—			229
Income tax benefits relating to restricted shares and exercised options				—			—		2,036			—			—			—			2,036
Amortization of unearned compensation				—			—		—			—			2,262			—			2,262
Other	8,000			40			—		515			—			—			(191	)		364
Balance at December 26, 2004	23,230,109			116,150			2,780		46,067			(50,652	)		(9,408	)		1,078,832			1,183,769
Net loss				—			—		—			—			—			(243,042	)		(243,042	)
Unrealized loss on equity securities (net of deferred tax benefit of $1,747)				—			—		—			(3,065	)		—			—			(3,065	)
Unrealized gain on derivative contracts (net of deferred taxes of $1,390)				—			—		—			2,421			—			—			2,421
Minimum pension liability (net of deferred tax benefit of $7,837)				—			—		—			(13,322	)		—			—			(13,322	)
Comprehensive income (loss)																					(257,008	)
Cash dividends to shareholders ($0.84 per share)				—			—		—			—			—			(20,163	)		(20,163	)
Exercise of stock options	111,564			558			—		4,726			—			—			—			5,284
Stock issuances	164,726			823			—		9,556			—			(10,134	)		—			245
Income tax benefits relating to restricted shares and exercised options				—			—		811			—			—			—			811
Amortization and forfeitures of unearned compensation	(13,880	)		(69	)		—		(731	)		—			4,056			—			3,256
Other	(1,823	)		(9	)		—		(87	)		—			—			(272	)		(368	)
Balance at December 25, 2005	23,490,696		$	117,453		$	2,780	$	60,342		$	(64,618	)	$	(15,486	)	$	815,355		$	915,826

Notes to Consolidated Financial Statements begin on page 34.

32

Media General, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Years Ended
	December 25, 2005			December 26, 2004			December 28, 2003
Cash flows from operating activities:
Net income (loss)	$	(243,042	)	$	80,185		$	58,685
Adjustments to reconcile net income (loss):
Cumulative effect of change in accounting principle		325,453			—			8,079
Depreciation		43,296			43,543			46,504
Amortization		24,673			22,493			19,021
Deferred income taxes		7,241			28,376			22,594
Provision for doubtful accounts		5,866			4,365			4,558
Investment (income) loss—unconsolidated affiliates		(1,119	)		(1,551	)		4,672
Net gain on sale of Denver investment		(19,391	)		—			—
Gain on settlement		—			(6,109	)		—
Net gain on sale of discontinued operations		—			—			(6,754	)
Gain on sale of investment		—			—			(5,746	)
Net cash provided by operations		142,977			171,302			151,613
Change in assets and liabilities:
Retirement plan contributions		(15,000	)		(35,014	)		(21,000	)
Income taxes payable		(23,431	)		(1,000	)		3,079
Accounts payable, accrued expenses and other liabilities		(5,412	)		4,437			1,477
Reduction in advance from unconsolidated newsprint affiliate		—			—			(6,667	)
Other, net		2,656			(1,337	)		(1,739	)
Net cash provided by operating activities		101,790			138,388			126,763
Cash flows from investing activities:
Capital expenditures		(74,424	)		(37,835	)		(31,774	)
Purchase of businesses		(6,676	)		—			(375	)
Proceeds from sales of investment and discontinued operations		45,850			—			29,286
Contribution to unconsolidated newsprint affiliate		—			—			(2,000	)
Other investments		(211	)		(2,204	)		(2,973	)
Other, net		4,784			1,440			520
Net cash used by investing activities		(30,677	)		(38,599	)		(7,316	)
Cash flows from financing activities:
Increase in debt		344,000			313,500			286,000
Repayment of debt		(391,976	)		(407,509	)		(396,968	)
Debt issuance costs		(3,793	)		—			—
Cash dividends paid		(20,163	)		(18,955	)		(17,800	)
Proceeds from stock options exercised		5,284			9,855			7,079
Other, net		691			2,568			1,538
Net cash used by financing activities		(65,957	)		(100,541	)		(120,151	)
Net increase (decrease) in cash and cash equivalents		5,156			(752	)		(704	)
Cash and cash equivalents at beginning of year		9,823			10,575			11,279
Cash and cash equivalents at end of year	$	14,979		$	9,823		$	10,575

Notes to Consolidated Financial Statements begin on page 34.

33

Media General, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Significant Accounting Policies

Fiscal year

The Company’s fiscal year ends on the last Sunday in December.

Principles of consolidation

The accompanying financial statements include the accounts of Media General, Inc., subsidiaries more than 50% owned, and certain variable interest entities for which Media General, Inc. is the primary beneficiary (collectively the Company). All significant intercompany balances and transactions have been eliminated. The equity method of accounting is used for investments in companies in which the Company has significant influence; generally, this represents investments comprising approximately 20 to 50 percent of the voting stock of companies and certain partnership interests. Other investments are generally accounted for using the cost method.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company reevaluates its estimates on an ongoing basis. Actual results could differ from those estimates.

Presentation

Certain prior-year financial information has been reclassified to conform with the current year’s presentation.

Revenue recognition

The Company’s principal sources of revenue are the sale of advertising in newspapers, the sale of newspapers to individual subscribers and distributors, and the sale of airtime on television stations. In addition, the Company sells advertising on its newspaper and television websites and portals, and derives revenues from other online activities. Advertising revenue is recognized when advertisements are published, aired or displayed, or when related advertising services are rendered. Newspaper advertising contracts, which generally have a term of one year or less, may provide rebates or discounts based upon the volume of advertising purchased during the terms of the contracts. Estimated rebates and discounts are recorded as a reduction of revenue in the period the advertisement is displayed. This requires the Company to make certain estimates regarding future advertising volumes. Estimates are based on various factors including historical experience and advertising sales trends. These estimates are revised as necessary based on actual volume realized. Subscription revenue is recognized on a pro-rata basis over the term of the subscription. Amounts received from customers in advance are deferred until earned.

Cash and cash equivalents

Cash in excess of current operating needs is invested in various short-term instruments carried at cost that approximates fair value. Those short-term investments having an original maturity of three months or less are classified in the balance sheet as cash equivalents.

Derivatives

Derivatives are recognized as either assets or liabilities on the balance sheet at fair value. If a derivative is a hedge, a change in its fair value is either offset against the change in the fair value of the hedged item through earnings, or recognized in Other Comprehensive Income (OCI) until the hedged item is recognized in earnings. Any difference between fair value of the hedge and the item being hedged, known as the ineffective portion, is immediately recognized in earnings in the line item “Other, net” during the period of change. For derivative instruments that are designated as cash flow hedges, the effective portion of the change in value of the derivative instrument is reported as a component of the Company’s OCI and is reclassified into earnings (interest expense for interest rate swaps and newsprint expense for newsprint swaps) in the same period or periods during which the hedged transaction affects earnings. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Company’s current earnings during the period of change. Derivative instruments are carried at fair value on the Consolidated Balance Sheets in the applicable line item “Other assets” or “Other liabilities and deferred credits”.

Accounts receivable and concentrations of credit risk

Media General is a diversified communications company which sells products and services to a wide variety of customers located principally in the southeastern United States. The Company’s trade receivables result from its publishing, broadcast and interactive media operations. The Company routinely assesses the financial strength of significant customers, and this assessment, combined with the large number and geographic diversity of its customer base, limits its concentration of risk with respect to trade receivables. The Company maintains an allowance for doubtful accounts based on both the aging of accounts at period end and specific allocations for certain customers.

Inventories

Inventories consist principally of raw materials (primarily newsprint) and broadcast equipment, and are valued at the lower of cost or market using the specific identification method.

Self-Insurance

The Company self-insures for certain employee medical and disability income benefits, workers’ compensation costs, as well as automobile and general liability claims. The Company’s responsibility for workers’ compensation and auto and general liability claims are capped at a certain dollar level (generally $250 thousand to $500 thousand, depending on claim type). Insurance liabilities are calculated on an undiscounted basis based on actual claim data and estimates of incurred but not reported claims. Estimates for projected settlements and incurred but not reported claims are based on development factors, including historical trends and data, provided by a third party.

Broadcast film rights

Broadcast film rights consist principally of rights to broadcast syndicated programs, sports and feature films and are stated at the lower of cost or estimated net realizable value. Program rights and the corresponding contractual obligations are recorded as other assets (based upon the expected use in succeeding years) and as other liabilities (in accordance with the payment terms of the contract) in the Consolidated Balance Sheets when programs become available for use. Generally, program rights of one year or less are amortized using the straight-line method; program rights of longer duration are amortized using an accelerated method based on expected useful life of the program.

34

Property and depreciation

Plant and equipment are depreciated, primarily on a straight-line basis, over their estimated useful lives which are generally 40 years for buildings and range from 3 to 20 years for machinery and equipment. Depreciation deductions are computed by accelerated methods for income tax purposes. Major renovations and improvements and interest cost incurred during the construction period of major additions are capitalized. Expenditures for maintenance, repairs and minor renovations are charged to expense as incurred.

Intangible and other long-lived assets

Intangibles consist of goodwill (which is the excess of purchase price over the net assets of businesses acquired), FCC licenses, subscriber lists, network affiliations, other broadcast intangibles, intellectual property, and trademarks. Indefinite-lived intangible assets are not amortized, but finite-lived intangibles are amortized by the straight-line method over periods ranging from 1 to 25 years. Internal use software is amortized on a straight-line basis over its estimated useful life, not to exceed 5 years.

When indicators of impairment are present, management evaluates the recoverability of long-lived tangible and finite-lived intangible assets by reviewing current and projected profitability using undiscounted cash flows of such assets. Annually, or more frequently if impairment indicators are present, management evaluates the recoverability of indefinite-lived intangibles by reporting unit using estimated discounted cash flows to determine their fair value.

Income taxes

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Comprehensive income

The Company’s comprehensive income consists of net income, minimum pension liability adjustments, unrealized gains and losses on certain investments in equity securities (including reclassification adjustments), and changes in the value of derivative contracts as well as the Company’s share of OCI from its investments accounted for under the equity method.

Stock-based compensation

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement 123(R), Share-Based Payment, which addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for equity instruments of the company or liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. This statement requires that share-based transactions be accounted for using a fair-value-based method to recognize compensation expense; it also requires that the benefits of tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as was required under previous literature. The Company adopted this standard as of the beginning of 2006 using the modified prospective method. The adoption of Statement 123(R) is expected to result in additional expense of approximately $5 million to $7 million (pretax) in 2006, although it will have no impact on the Company’s overall cash flows or financial position. Had the Company adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of Statement 123 as described below. The Company used the Black-Scholes option-pricing model for its pro forma disclosures, but elected to use a binomial lattice valuation model for new grants subsequent to the adoption of Statement 123(R).

Prior to the adoption of Statement 123(R), the Company’s three stock-based employee compensation plans, which are described more fully in Note 8, were accounted for in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees. Under APB 25, no compensation expense is recorded because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant. The following table illustrates the effect on net income (loss) and earnings (loss) per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for 2005, 2004 and 2003, respectively: risk-free interest rates of 4.07%, 3.84%, and 3.71%; dividend yields of 1.54%, 1.36% and 1.38%; volatility factors of .27, .36 and .40; and an expected life of 8 years.

	Years Ended
(In thousands, except per share amounts)	2005			2004			2003
Net income (loss), as reported	$	(243,042	)	$	80,185		$	58,685
Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		(4,928	)		(4,990	)		(4,454	)
Pro forma net income (loss)	$	(247,970	)	$	75,195		$	54,231
Earnings (loss) per share:
Basic - as reported	$	(10.33	)	$	3.43		$	2.54
Basic - pro forma	$	(10.54	)	$	3.22		$	2.35
Diluted - as reported	$	(10.18	)	$	3.38		$	2.50
Diluted - pro forma	$	(10.39	)	$	3.17		$	2.31

35

Recent accounting pronouncements

At the beginning of fiscal 2005, the Company adopted EITF Topic D-108, Use of the Residual Method to Value Acquired Assets Other Than Goodwill, which requires the use of a direct method for valuing all assets other than goodwill. See Note 2 for a complete discussion of the effects of the adoption.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3. This statement requires retrospective application (rather than cumulative effect treatment) for voluntary changes of an accounting principle unless it is impracticable to determine the cumulative impact of period-specific effects of the accounting change. The statement also applies to changes required by new accounting pronouncements in the rare case that the pronouncements do not contain specific transition provisions. A change would be applied to the earliest period for which it is practicable and a corresponding adjustment to retained earnings would be made. If it would be impracticable to determine the cumulative effect, an accounting change would be applied prospectively from the earliest date practicable. This standard is effective beginning with accounting changes made in fiscal 2006.

In September 2005, the FASB issued an updated proposed statement, Earnings Per Share – an Amendment of FASB Statement No. 128, which would amend SFAS No. 128 in several ways, most notably the number of incremental shares included in the denominator in year-to-date diluted earnings per share calculations would be computed by using the weighted average market price of common shares for the year-to-date period rather than by using the weighted average of incremental shares for each quarterly period during the year. As proposed, the final standard would be effective beginning with the second quarter of 2006; all prior period EPS calculations would be required to be adjusted retrospectively. The Company does not expect that this proposed statement will have a significant impact on its calculated earnings per share.

In July 2005, the FASB issued a proposed statement, Accounting for Uncertain Tax Positions – an interpretation of FASB Statement No. 109. The FASB has received numerous comment letters and is redeliberating. As proposed, the final standard would be effective for periods beginning after December 15, 2006. Based on a preliminary evaluation, the Company does not expect the proposed standard will have a material impact on the Company’s financial statements at the time of adoption.

The Company adopted FASB Interpretation 46 (FIN 46) as of the beginning of the third quarter in 2003 and began consolidating certain Variable Interest Entities (VIEs) in which the Company has the controlling financial interest by virtue of certain real property leases. During 2002, the Company entered into lease agreements whereby variable interest entities borrowed approximately $100 million to refinance existing leased real estate facilities; the facilities are leased to the Company for a term of up to five years. The Company may cancel the leases by purchasing or arranging for the sale of the facilities. Upon adoption of FIN 46, the Company added the assets (primarily buildings) and the liabilities (primarily debt) of the VIEs to its balance sheet and recognized a cumulative effect of change in accounting principle of $8.1 million (net of $3.4 million in taxes). Additionally, beginning with the third quarter of 2003, the Company began recognizing non-cash expense for depreciation and amortization, and reporting as interest expense certain amounts which had previously been reported as rent expense. The Company’s cash flow was not affected by the adoption of this Interpretation. If the Company had consolidated the VIEs for all periods presented, pretax income would have been lower by $1.6 million in the first half (prior to adoption) of 2003 due to the aforementioned non-cash expense. At December 25, 2005, and December 26, 2004, the Company had assets of approximately $77 million and $80 million, respectively, related to VIEs (and pledged as collateral for the VIEs’ debt) included on its Consolidated Balance Sheet.

Note 2: Intangible Assets

The Company adopted EITF Topic D-108 at the beginning of fiscal 2005. D-108 requires the use of a direct method for valuing all intangible assets other than goodwill. The Company had used the residual value method, a commonly used method at the time, to value the FCC licenses purchased in conjunction with acquisitions made in 1997 and 2000. It had also recorded goodwill, primarily related to deferred taxes, as part of these transactions. In connection with the adoption of D-108, the Company eliminated the distinction between goodwill and FCC license intangible assets that were recorded as part of these prior acquisitions by reclassifying $190.3 million from goodwill to FCC licenses. Concurrent with the adoption, the Company increased the carrying amount of FCC license intangible assets by an additional $111.5 million with a corresponding increase to deferred tax liabilities. Prior-period balance sheet amounts have also been reclassified to conform to the above presentation, and there was no impact on impairment results previously reported. Further, the Company valued its FCC licenses using a direct method discounted cash flow model and assumptions that included the concept that cash flows associated with FCC licenses are limited to those cash flows that could be expected by an average market participant. In contrast, the residual value method formerly used by the Company included other elements of cash flows which contributed to station value. The results of this direct method were then compared to the carrying value of FCC licenses (including the reclassified amounts) on a station by station basis and a $325.5 million write-down, net of income tax benefit, was recorded as a cumulative effect of change in accounting principle.

          With the 2002 adoption of SFAS No. 142, Goodwill and Other Intangible Assets, amortization of indefinite-lived intangibles ceased, but finite-lived intangibles continued to be amortized by the straight-line method over periods ranging from 1 to 12 years. In December 2003, the Securities and Exchange Commission indicated that network affiliation intangibles should not have indefinite lives. At that time, in accordance with SFAS No. 142, the Company performed an impairment test of its network affiliations (no impairment was indicated), assigned a 40-year life based on its good relationships with its networks and its long history of renewing these agreements, and initiated amortization. Effective at the beginning of the fourth quarter of 2004, the Company reevaluated the remaining useful life of these assets and determined that the life should be 25 years because this was deemed to be the length of time before a material modification of the underlying contract would occur.

The Consolidated Statements of Operations include recorded amortization expense for finite-lived intangibles of $19.3 million, $17.1 million and $12.3 million in 2005, 2004 and 2003, respectively. Currently, intangibles amortization expense is projected to be

36

approximately $19 million in 2006 and 2007, decreasing to approximately $17 million in 2008, $13 million in 2009 and $12 million in 2010. The following table shows the gross carrying amount and accumulated amortization for intangible assets as of December 25, 2005, and December 26, 2004:

	As of December 25, 2005				As of December 26, 2004
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets (including network affiliation, advertiser, programming and subscriber relationships):
Broadcast	$	279,201	$	73,800	$	279,201	$	58,309
Publishing		34,763		26,552		34,281		23,500
Interactive Media		2,570		468		2,112		1,180
Total	$	316,534	$	100,820	$	315,594	$	82,989
Indefinite-lived intangible assets:
Goodwill:
Broadcast	$	4,875			$	4,875
Publishing		638,660				636,831
Interactive Media		1,902				—
Total goodwill		645,437				641,706
FCC licenses		343,660				859,842
Trademarks		120				83
Total	$	989,217			$	1,501,631

Note 3: Acquisitions, Dispositions and Discontinued Operations

The Company completed two small acquisitions in 2005. In April, the Company purchased the assets of several weekly newspapers. In July, the Company acquired Blockdot, Inc., a leading advergaming and game development firm known for successful product innovation and services.

In October 2003, the Company sold Media General Financial Services, Inc. (MGFS), a component of its Interactive Media Division. The Company recorded an after-tax gain of $6.8 million (net of income taxes of $3.9 million). The results of MGFS for the year ended December 28, 2003, which have been presented as income from discontinued operations in the accompanying consolidated statements of operations, were revenues of $3.9 million, costs and expenses of $2.3 million, and income from discontinued operations of $1 million (net of $.6 million in income taxes).

Note 4: Investments

The Company’s equity method investments include a one-third partnership interest in SP Newsprint Company (SPNC), a domestic newsprint manufacturer, and an approximate 18% interest in a limited partnership investment company, which the Company recognizes on a three-month lag. In June 2005, the Company sold its 20% interest in The Denver Post Company (Denver), parent company of The Denver Post, when Media News Group, Inc. exercised its option to purchase the Company’s interest. The $45.9 million selling price was determined based on independent appraisals of Denver’s fair value. The Company recorded an after-tax gain of $19.4 million (net of taxes of $13.9 million) on the sale in the second quarter of 2005.

The Company is committed to purchase 40 thousand tons of newsprint annually from SPNC. In 2005, the Company purchased approximately 57 thousand tons of newsprint from SPNC at market prices, which totaled $30 million and approximated 42% of the Company’s newsprint needs; in 2004 and 2003, the Company purchased approximately 58 thousand and 55 thousand tons, respectively, of newsprint from SPNC which approximated 42% and 39% of the Company’s newsprint needs and totaled approximately $27 million and $23 million in those years. During 2003, the Company returned an advance of $6.7 million to SPNC and made a $2 million pro-rata capital contribution. Summarized financial information for the Company’s investment in SPNC, accounted for by the equity method, is presented in the following chart.

37

SP Newsprint Company:

(In thousands)			2005		2004
Current assets			$	116,609	$	104,286
Noncurrent assets				427,057		449,577
Current liabilities				69,357		67,672
Noncurrent liabilities				230,404		244,804
(In thousands)	2005		2004		2003
Net sales	$	617,430	$	555,058	$	469,151
Gross profit		50,775		44,986		27,416
Net income (loss)		3,114		3,010		(16,142	)
Company’s equity in net income (loss)		1,038		1,003		(5,381	)

Retained earnings of the Company at December 25, 2005, included $23.9 million related to undistributed earnings of unconsolidated affiliates.

In addition to its equity method investments, during 2003, the Company made an investment of $4 million in NTN Communications, Inc., a publicly traded company, which is carried at fair value, to whom the Company has licensed proprietary game content for five years. It made an additional investment of $2 million in 2004. In the third quarter of 2005, the closing price of NTN’s stock fell below the Company’s average cost. While it has not fully recovered, the Company does not believe this decline is permanent. In 2003 the Company sold its shares of Hoover’s Inc. (a provider of business information) for $16.8 million and reported a pretax gain of $5.7 million ($3.7 million net of income taxes), which was included in the line item Other, net (after being reclassified from Other Comprehensive Income).

Note 5: Long-Term Debt and Other Financial Instruments

Long-term debt at December 25, 2005, and December 26, 2004, was as follows:

(In thousands)	2005		2004
Revolving credit facility	$	180,000	$	225,000
6.95% senior notes due in 2006, net of discount		199,984		199,960
Borrowings of consolidated variable interest entities		95,320		95,320
Bank lines		10,000		13,000
Long-term debt	$	485,304	$	533,280

In March 2005, the Company amended its existing $1 billion revolving credit facility which was scheduled to mature in 2006 with a similar $1 billion revolving credit facility that will mature in 2010. Interest rates under the facility are based on the London Interbank Offered Rate (LIBOR) plus a margin ranging from 0.525% to 1.1% (.625% at December 25, 2005), determined by the Company’s leverage ratio, as defined. Under this facility, the Company pays fees (.125% at December 25, 2005) on the entire commitment of the facility at a rate also based on its leverage ratio. The Company’s debt covenants require the maintenance of an interest coverage ratio in addition to the leverage ratio, as defined.

The Company also has a universal shelf registration for combined public debt or equity securities totaling up to $1.2 billion under which it has issued $200 million of senior notes due September 1, 2006. These senior notes (sold at a slight discount) pay a coupon rate of 6.95% semi-annually in March and September. Covenants under these notes include limitations on liens, sale-leaseback transactions, and indebtedness. At December 25, 2005, the Company had borrowings of $200 million in senior notes and $10 million from bank lines due within one year that have been classified as long-term debt in accordance with the Company’s intention and ability to refinance these obligations on a long-term basis under existing facilities. The interest rate on the bank lines was 4.95% at December 25, 2005. Additionally, the Company had $95 million in debt as a result of consolidating certain variable interest entities (VIEs) and has recorded interest on this debt based on current commercial paper rates. See Note 1 for a further discussion of VIEs.

As of December 25, 2005, the Company was in compliance with all covenants. The Company’s projections indicate that the covenants will continue to be met throughout 2006.

Long-term debt maturities during the five years subsequent to December 25, 2005, aggregating $485.3 million, are as follows: 2006 – $210 million; 2007 – $95.3 million; 2010 – $180 million.

Although the Company had no interest rate swaps at December 25, 2005, it periodically uses such instruments as part of an overall strategy to manage interest cost and risk associated with variable interest rates, primarily short-term changes in LIBOR. Toward the end of the first quarter of 2004, two of the Company’s swaps with notional amounts totaling $100 million matured, leaving two remaining swaps with notional amounts of $50 million each which matured

38

in the first quarter of 2005. These interest rate swaps were cash flow hedges that effectively converted the covered portion of the Company’s variable rate debt to fixed rate debt.

The table below includes information about the carrying values and estimated fair values of the Company’s financial instruments at December 25, 2005 and December 26, 2004:

	2005				2004
(In thousands)	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Assets:
Investments	$	4,911	$	4,911	$	9,723	$	9,723
Liabilities:
Long-term debt:
Revolving credit facility		180,000		180,000		225,000		225,000
6.95% senior notes		199,984		201,729		199,960		208,853
Borrowings of consolidated variable interest entities		95,320		95,320		95,320		95,320
Bank lines		10,000		10,000		13,000		13,000
Interest rate swap agreements		—		—		262		262

The Company’s investments which have a readily determinable value and are classified as available-for-sale are carried at fair value, with unrealized gains or losses, net of deferred taxes, reported as a separate component of stockholders’ equity. The interest rate swaps were carried at fair value based on a discounted cash flow analysis of the estimated amounts the Company would have received or paid to terminate the swaps. Fair values of the Company’s senior notes were estimated, in both years, using discounted cash flow analyses based on the Company’s incremental borrowing rates for similar types of borrowings. The borrowings under the Company’s revolving credit facility, bank lines and variable interest entities approximated their fair value.

Note 6: Business Segments

The Company, located primarily in the southeastern United States, is a diversified communications company which has three operating segments: Publishing, Broadcast and Interactive Media. The Publishing Segment, the Company’s largest based on revenue and segment profit, includes 25 daily newspapers and more than 100 weekly newspapers and other publications. The Broadcast Segment consists of 26 network-affiliated broadcast television stations and a provider of equipment and studio design services. The Interactive Media Segment consists of all of the Company’s online enterprises and an online advergaming and game development firm.

Management measures segment performance based on operating cash flow (operating income plus depreciation and amortization) as well as profit or loss from operations before interest, income taxes, and acquisition related amortization. Amortization of intangibles is not allocated to individual segments although the intangible assets themselves are included in identifiable assets for each segment. Intercompany sales are accounted for as if the sales were at current market prices and are eliminated in the consolidated financial statements. The Company’s reportable segments, which are managed separately and contain operations that have been aggregated based on similar economic characteristics, are strategic business enterprises that provide distinct products and services using diverse technology and production processes.

39

(In thousands)	Publishing			Broadcast			Interactive Media			Eliminations			Total
2005
Consolidated revenues	$	587,849		$	314,412		$	20,487		$	(4,811	)	$	917,937
Segment operating cash flow	$	151,268		$	90,247		$	(2,504	)				$	239,011
Allocated amounts:
Equity in net income (loss) of unconsolidated affiliates		221						(140	)					81
Gain on sale of Denver		33,270												33,270
Depreciation and amortization		(22,709	)		(19,390	)		(1,440	)					(43,539	)
Segment profit (loss)	$	162,050		$	70,857		$	(4,084	)					228,823
Unallocated amounts:
Interest expense														(29,408	)
Investment income – SP Newsprint														1,038
Acquisition intangibles amortization														(19,263	)
Corporate expense														(37,785	)
Other														(10,262	)
Consolidated income before income taxes and cumulative effect of change in accounting principle													$	133,143
Segment assets	$	944,482		$	783,253		$	15,781					$	1,743,516
Corporate														231,838
Consolidated assets													$	1,975,354
Segment capital expenditures	$	36,548		$	31,045		$	1,438					$	69,031
Corporate														5,393
Consolidated capital expenditures													$	74,424
2004
Consolidated revenues	$	566,487		$	323,653		$	13,920		$	(3,640	)	$	900,420
Segment operating cash flow	$	152,727		$	111,363		$	(4,688	)				$	259,402
Allocated amounts:
Equity in net income (loss) of unconsolidated affiliates		743						(195	)					548
Depreciation and amortization		(23,370	)		(18,880	)		(1,448	)					(43,698	)
Segment profit (loss)	$	130,100		$	92,483		$	(6,331	)					216,252
Unallocated amounts:
Interest expense														(31,082	)
Investment income – SP Newsprint														1,003
Acquisition intangibles amortization														(17,062	)
Corporate expense														(38,732	)
Other														(3,101	)
Consolidated income before income taxes													$	127,278
Segment assets	$	936,121		$	1,299,969		$	16,309					$	2,252,399
Corporate														227,936
Consolidated assets													$	2,480,335
Segment capital expenditures	$	17,695		$	17,033		$	683					$	35,411
Corporate														2,424
Consolidated capital expenditures													$	37,835

40

(In thousands)	Publishing			Broadcast			Interactive Media			Eliminations			Total
2003
Consolidated revenues	$	544,059		$	286,233		$	9,663		$	(2,532	)	$	837,423
Segment operating cash flow	$	148,104		$	87,760		$	(5,644	)				$	230,220
Allocated amounts:
Equity in net income of unconsolidated affiliates		709												709
Gain on sale of Hoover’s								5,746						5,746
Depreciation and amortization		(25,896	)		(20,988	)		(1,360	)					(48,244	)
Segment profit (loss)	$	122,917		$	66,772		$	(1,258	)					188,431
Unallocated amounts:
Interest expense														(34,424	)
Investment loss – SP Newsprint														(5,381	)
Acquisition intangibles amortization														(12,272	)
Corporate expense														(37,271	)
Other														(5,237	)
Consolidated income before income taxes and cumulative effect of change in accounting principle													$	93,846
Segment assets	$	941,359		$	1,313,270		$	17,335					$	2,271,964
Corporate														226,314
Consolidated assets													$	2,498,278
Segment capital expenditures	$	8,467		$	19,544		$	1,247					$	29,258
Discontinued MGFS capital expenditures														10
Corporate														2,506
Consolidated capital expenditures													$	31,774

Note 7: Taxes on Income

Significant components of income taxes from continuing operations are as follows:

(In thousands)	2005		2004		2003
Current:
Federal	$	39,911	$	16,614	$	11,403
State		3,580		2,103		754
Total		43,491		18,717		12,157
Deferred:
Federal		5,383		25,199		21,384
State		1,858		3,177		1,259
Total		7,241		28,376		22,643
Income taxes	$	50,732	$	47,093	$	34,800

41

Temporary differences, which gave rise to significant components of the Company’s deferred tax liabilities and assets at December 25, 2005, and December 26, 2004, are as follows:

(In thousands)	2005			2004
Deferred tax liabilities:
Difference between book and tax bases of intangible assets	$	270,877		$	448,592
Tax over book depreciation		92,727			97,010
Other		5,313			6,260
Total deferred tax liabilities		368,917			551,862
Deferred tax assets:
Employee benefits		(27,424	)		(24,798	)
Acquired net operating losses		(3,047	)		(3,099	)
Other comprehensive income items		(36,854	)		(29,927	)
Other		(3,651	)		(3,923	)
Total deferred tax assets		(70,976	)		(61,747	)
Deferred tax liabilities, net		297,941			490,115
Deferred tax assets included in other current assets		10,187			11,540
Deferred tax liabilities	$	308,128		$	501,655

Reconciliation of income taxes computed at the federal statutory tax rate to actual income tax expense from continuing operations is as follows:

(In thousands)	2005		2004			2003
Income taxes computed at federal statutory tax rate	$	46,600	$	44,547		$	32,846
Increase (reduction) in income taxes resulting from:
State income taxes, net of federal income tax benefit		3,535		3,432			1,308
Other		597		(886	)		646
Income taxes	$	50,732	$	47,093		$	34,800

The Company paid income taxes of $51 million, $14.6 million and $8.5 million, respectively, net of refunds in 2005, 2004 and 2003.

The Company’s federal income tax returns have been examined by the Internal Revenue Service (IRS) or closed by statute of limitations through fiscal year 2003 and, with the exception of one issue relating to the Company’s Corporate Owned Life Insurance (COLI) plan, all significant issues have been resolved. The COLI issue is the subject of a coordinated IRS initiative, which has been asserted on a national level against many large corporate taxpayers with COLI plans. Various state returns are currently under examination by state tax authorities. The results of examinations are not expected to be material to the Company’s results of operations, financial position or cash flow.

During 2004, the American Jobs Creation Act of 2004 became law. The new law contains over 250 provisions, many of which impact the Company in some manner. However, the addition of the Qualified Production Activity Deduction (QPAD), which has the effect of reducing the corporate income tax rate for domestic manufacturers, had the most significant impact on the Company’s income tax provision. The QPAD is being phased in over five years beginning in 2005. The majority of the Company’s publishing operations qualify for this deduction and the provision for income taxes reflects this deduction.

Note 8: Common Stock and Stock Options

Holders of the Class A common stock are entitled to elect 30% of the Board of Directors and, with the holders of Class B common stock, also are entitled to vote on the reservation of shares for stock awards and on certain specified types of major corporate reorganizations or acquisitions. Class B common stock can be converted into Class A common stock on a share-for-share basis at the option of the holder. Both classes of common stock receive the same dividends per share.

          Each non-employee member of the Board of Directors of the Company participates in the Directors’ Deferred Compensation Plan. The plan provides that each non-employee Director shall receive half of his or her annual compensation for services to the Board in the form of Deferred Stock Units (DSU); each Director additionally may elect to receive the balance of his or her compensation in cash or DSU. Other than dividend credits, deferred stock units do not entitle Directors to any rights due to a holder of common stock. DSU account balances may be settled after the Director’s retirement date by a cash lump-sum payment, a single distribution of common stock, or annual installments of either cash or common stock over a period of up to ten years. The Company records expense annually based on the amount of compensation paid to each director as well as an adjustment for changes

42

in the Company’s stock price. In 2005, a benefit was recognized under the plan of $.2 million; in 2004 and 2003, expense of $.6 million and $.8 million was recognized.

Stock-based awards are granted to key employees in the form of nonqualified stock options and restricted stock under the 1995 Long-Term Incentive Plan (LTIP). The plan is administered by the Compensation Committee of the Board of Directors. Grant prices of stock options are determined by the Committee and shall not be less than the fair market value on the date of grant. Options are exercisable during the continued employment of the optionee but not for a period greater than ten years and not for a period greater than one year after termination of employment, and they generally become exercisable at the rate of one-third each year from the date of grant. Restricted stock is awarded in the name of each of the participants at fair value on the date of the grant; these shares have all the rights of other Class A shares, subject to certain restrictions and forfeiture provisions. At December 25, 2005, the following shares remain restricted under the terms of the plan: 154,200 shares granted in 2005 at $63.18, 145,600 shares granted in 2003 at $56.03, 110,600 shares granted in 2001 at $51.41, and 59,800 shares granted in 1999 at $47.91. Restrictions on the shares expire no more than ten years after the date of award, or earlier if pre-established performance targets are met. All restricted stock granted prior to 1999 has been issued. The plan will continue until terminated by the Company.

Unearned compensation was recorded at the date of the restricted stock awards based on the market value of the shares. Unearned compensation, which is shown as a separate component of stockholders’ equity, is being amortized to expense over a vesting period (not exceeding ten years) based upon expectations of meeting certain performance targets. The amount amortized to expense in 2005, 2004 and 2003 was $3.3 million, $2.3 million and $2.3 million, respectively.

Options to purchase Class A common stock were granted to key employees under the 1976 and 1987 nonqualified stock option plans prior to the 1995 LTIP. The Company will not make any future awards under these two former plans and past awards are not affected. Options outstanding under the plans are exercisable during the continued employment of the optionee, but not for a period greater than ten years after the date of grant for options granted subsequent to the 1991 amendment to the 1987 plan and for a period of not greater than three years after termination of employment.

A summary of the Company’s stock option activity, and related information for the years ended December 25, 2005, December 26, 2004 and December 28, 2003, follows:

	2005					2004					2003
Options	Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price
Outstanding-beginning of year		1,407,621		$	52.74		1,302,952		$	48.31		1,156,660		$	44.99
Granted		379,567			63.18		344,300			63.23		355,100			56.03
Exercised		(111,564	)		47.36		(228,868	)		43.06		(173,144	)		40.89
Forfeited		(24,600	)		62.42		(10,763	)		58.03		(35,664	)		53.29
Outstanding-end of year		1,651,024			55.36		1,407,621			52.74		1,302,952			48.31
Price range at end of year	$	2 to $63				$	2 to $63				$	2 to $56
Price range for exercised shares	$	28 to $63				$	28 to $56				$	19 to $52
Available for grant at end of year		469,599					824,566					1,158,103
Exercisable at end of year		979,108					773,000					739,324
Weighted-average fair value of options granted during the year	$	20.59				$	25.51				$	23.93

43

The following table summarizes information about stock options outstanding at December 25, 2005:

Options Outstanding							Options Exercisable
Range of Exercise Prices		Number Outstanding	Weighted-Average Remaining Contractual Life		Weighted-Average Exercise Price		Number Exercisable	Weighted-Average Exercise Price
$	2.50	8,400		*	$	2.50	8,400	$	2.50
	31.44-32.50	96,100	1/2 year	**		31.90	96,100		31.90
	46.38-51.41	475,131	5 years	***		49.78	475,131		49.78
	52.06-63.23	1,071,393	8 years			60.35	399,477		57.37
	2.50-63.23	1,651,024				55.36	979,108		50.72

* Exercisable during lifetime of optionee

** With the exception of 38,200 options which were issued on 11/17/89 for $32.50 that are exercisable during the continued employment of the optionee and for a three-year period thereafter

*** With the exception of 31,000 options which were issued on 8/21/87 for $46.50 that are exercisable during the continued employment of the optionee and for a three-year period thereafter

Note 9: Retirement Plans

The Company has a funded, qualified non-contributory defined benefit retirement plan which covers substantially all employees, and non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage available to certain executives. The Company also has an unfunded plan that provides certain health and life insurance benefits to retired employees who were hired prior to 1992. The previously mentioned plans are collectively referred to as the “Plans”. The Company uses a measurement date of December 31 for the Plans.

With the passage of time, actual experience differs from the assumptions used in determining the Company’s pension and postretirement benefit obligations. These differences, coupled with external economic factors, cause periodic revision of the assumptions. The differences in actual versus expected return on plan assets, actual versus expected health care cost trends, as well as changes in the discount rate and other assumptions give rise to actuarial gains and losses in the tables that follow. They are recognized over the expected service period of active participants.

Benefit Obligations

The following table provides a reconciliation of the changes in the Plans’ benefit obligations for the years ended December 25, 2005, and December 26, 2004:

	Pension Benefits						Other Benefits
(In thousands)	2005			2004			2005			2004
Change in benefit obligation:
Benefit obligation at beginning of year	$	365,516		$	335,271		$	35,880		$	42,055
Service cost		13,796			12,287			295			396
Interest cost		22,440			20,841			1,866			2,059
Participant contributions		—			—			599			704
Actuarial loss (gain)		31,453			11,926			(2,832	)		(4,924	)
Benefit payments		(15,233	)		(14,809	)		(3,642	)		(4,410	)
Benefit obligation at end of year	$	417,972		$	365,516		$	32,166		$	35,880

The accumulated benefit obligation at the end of 2005 and 2004 was $346 million and $308 million, respectively. The Company’s policy is to fund benefits under the supplemental executive retirement, excess, and postretirement benefits plans as claims and premiums are paid. As of December 25, 2005, and December 26, 2004, the benefit obligation related to the supplemental executive retirement and ERISA excess plans included in the preceding table was $46.1 million and $43.8 million, respectively. The Plans’ benefit obligations were determined using the following assumptions:

	Pension Benefits				Other Benefits
	2005		2004		2005		2004
Discount rate	5.80	%	5.90	%	5.80	%	5.90	%
Compensation increase rate	3.75		3.50		3.75		3.50

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A 9.5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2005 (10% for 2004). This rate was assumed to decrease gradually each year to a rate of 5% in 2012 and remain at that level thereafter. These rates can have a significant effect on the amounts reported for the Company’s postretirement obligations. A one-percentage point increase or decrease in the assumed health care trend rates would change the Company’s accumulated postretirement benefit obligation by approximately $1 million and the Company’s net periodic cost by $50 thousand.

Plan Assets

The following table provides a reconciliation of the changes in the fair value of the Plans’ assets for the years ended December 25, 2005, and December 26, 2004:

	Pension Benefits						Other Benefits
(In thousands)	2005			2004			2005			2004
Change in plan assets:
Fair value of plan assets at beginning of year	$	249,007		$	208,117		$	—		$	—
Actual return on plan assets		14,770			19,423			—			—
Employer contributions		16,661			36,276			3,043			3,706
Participant contributions		—			—			599			704
Benefit payments		(15,233	)		(14,809	)		(3,642	)		(4,410	)
Fair value of plan assets at end of year	$	265,205		$	249,007		$	—		$	—

The asset allocation for the Company’s funded retirement plan at the end of 2005 and 2004, and the asset allocation range for 2006, by asset category, are as follows:

	Asset Allocation Range	Percentage of Plan Assets at Year End
Asset Category	2006	2005	2004
Equity securities	55%-75%	73%	73%
Fixed income securities	25%-45%	27%	27%
Total		100%	100%

As plan sponsor of the funded retirement plan, the Company’s investment strategy is to achieve a rate of return on the plan’s assets that, over the long-term, will fund the plan’s benefit payments and will provide for other required amounts in a manner that satisfies all fiduciary responsibilities. A determinant of the plan’s returns is the asset allocation policy. The Company’s investment policy provides absolute ranges (55%-75% equity, 25%-45% fixed income) for the plan’s long-term asset mix. The Company periodically (at least annually) reviews and rebalances the asset mix if necessary. The Company also reviews the plan’s overall asset allocation to determine the proper balance of securities market capitalization, value or growth, U.S. or international, or the addition of other asset classes. Periodically, the Company evaluates each investment manager to determine if that manager has performed satisfactorily when compared to the defined objectives, similarly invested portfolios, and specific market indices.

Funded Status

The following table provides a statement of the funded status of the Plans at December 25, 2005, and December 26, 2004:

	Pension Benefits						Other Benefits
(In thousands)	2005			2004			2005			2004
Funded status:
Plan assets less than benefit obligation	$	(152,767	)	$	(116,509	)	$	(32,166	)	$	(35,880	)
Unrecognized prior-service cost		248			457			2,773			—
Unrecognized actuarial loss		161,825			127,348			434			7,354
Prepaid (accrued) benefit cost	$	9,306		$	11,296		$	(28,959	)	$	(28,526	)
Components of accrued benefit cost:
Accrued benefit liability		(85,308	)		(62,111	)		(28,959	)		(28,526	)
Intangible asset		649			918			—			—
Accumulated other comprehensive income		93,965			72,489			—			—
Net amount recognized	$	9,306		$	11,296		$	(28,959	)	$	(28,526	)

45

Expected Cash Flows

The following table includes amounts that are expected to be contributed to the Plans by the Company and amounts the Company expects to receive in Medicare subsidy payments. It reflects benefit payments that are made from the Plans’ assets as well as those made directly from the Company’s assets and includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge; actual amounts could be materially different.

(In thousands)	Pension Benefits		Other Benefits		Medicare Subsidy Receipts
Employer Contributions
2006 (expectation) to participant benefits	$	16,619	$	3,450	$	—
Expected Benefit Payments / Receipts
2006		15,015		3,450		451
2007		15,376		3,630		495
2008		16,010		3,794		534
2009		16,712		3,882		571
2010		17,926		3,841		612
2011-2015		118,849		17,077		3,645

Net Periodic Cost

The following table provides the components of net periodic benefit cost for the Plans for fiscal years 2005, 2004 and 2003:

	Pension Benefits									Other Benefits
(In thousands)	2005			2004			2003			2005		2004		2003
Service cost	$	13,796		$	12,287		$	11,074		$	295	$	396	$	389
Interest cost		22,440			20,841			19,604			1,866		2,059		2,541
Expected return on plan assets		(24,871	)		(24,617	)		(21,956	)		—		—		—
Amortization of prior-service cost		209			352			443			462		—		—
Amortization of net loss		7,078			4,203			—			853		168		395
Net periodic benefit cost	$	18,652		$	13,066		$	9,165		$	3,476	$	2,623	$	3,325

The net periodic costs were determined using the following assumptions:

	Pension Benefits				Other Benefits
	2005		2004		2005		2004
Discount rate	5.90	%	6.00	%	5.90	%	6.00	%
Expected return on plan assets	9.00		9.00		—		—
Compensation increase rate	3.50		3.50		3.50		3.50

The reasonableness of the expected return on the funded retirement plan assets was determined by four separate analyses: 1) review of 18 years of historical data of portfolios with similar asset allocation characteristics done by a third party, 2) analysis of 10 years of historical performance assuming the current portfolio mix and investment manager structure done by a third party, 3) review of the Company’s actual portfolio performance over the past 10 years, and 4) projected portfolio performance, assuming the plan’s asset allocation range, done by a third party. Net periodic costs for 2006 will use a discount rate of 5.8%, an expected rate of return on plan assets of 8.8%, and a compensation increase rate of 3.75%.

Assumed health care cost trends can be a significant component of postretirement costs. In December of 2003 Congress passed the “Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the Act). The Act established a prescription drug benefit under Medicare, known as “Medicare Part D,” and a federal subsidy to sponsors of retiree health care benefit plans that are at least actuarially equivalent to Medicare Part D. The Act reformed Medicare in such a way that the Company expects to receive these subsidy payments beginning in 2006 for continuing retiree prescription drug benefits and also expects a reduction in the rate of participation by current employees in the plan. In the second quarter of 2004, the Company adopted (retroactive to the beginning of 2004) FASB Staff Position 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (FSP 106-2), based on guidance available at that time. This resulted in a decrease in the Company’s net periodic postretirement benefit cost of approximately $800 thousand in 2004. Final regulations implementing the Act were issued in January 2005; clarifying interpretations were released in April 2005. Based on this definitive

46

guidance, an additional segment of the Company’s retiree population was determined to be actuarially equivalent. Accordingly, the Company recorded a $900 thousand benefit in 2005 as a reduction to its net periodic postretirement benefit cost. However, the Company’s portion of medical claims in recent years has been higher than expected resulting in additional expense in 2005 that more than offset the Medicare benefit. With respect to the Company’s postretirement benefit obligation, the favorable impact ($6.7 million) of the Medicare subsidies more than offset the effect of the higher medical claims to cause the overall reduction during 2005.

The Company also sponsors a 401(k) plan covering substantially all employees under which the Company matches 100% of participant pretax contributions up to a maximum of 4% of the employee’s salary. Eligible account balances may be rolled over from a prior employer’s qualified plan. Contributions charged to expense under the plan were $8.2 million, $7.7 million and $7.5 million in 2005, 2004 and 2003, respectively.

Note 10: Earnings Per Share

The following chart is a reconciliation of the numerators and the denominators of the basic and diluted per share computations for income from continuing operations before cumulative effect of change in accounting principle, as presented in the Consolidated Statements of Operations.

	2005						2004						2003
(In thousands, except per share amounts)	Income (Numerator)			Shares (Denominator)	Per Share Amount		Income (Numerator)			Shares (Denominator)	Per Share Amount		Income (Numerator)			Shares (Denominator)	Per Share Amount
Basic EPS
Income from continuing operations available to common stock- holders before cumulative effect of change in accounting principle	$	82,411		23,527	$	3.50	$	80,185		23,356	$	3.43	$	59,046		23,085	$	2.56
Effect of Dilutive Securities
Stock options				121						170						159
Restricted stock and other		(68	)	236				(30	)	203				(52	)	164
Diluted EPS
Income from continuing operations available to common stock- holders plus assumed conversions before cumulative effect of change in accounting principle	$	82,343		23,884	$	3.45	$	80,155		23,729	$	3.38	$	58,994		23,408	$	2.52

Note 11: Commitments, Contingencies and Other

Broadcast film rights

Over the next 8 years the Company is committed to purchase approximately $74.5 million of program rights that currently are not available for broadcast, including programs not yet produced. If such programs are not produced, the Company’s commitment would expire without obligation.

Capital Commitments

The Company currently has several significant projects involving new buildings and press equipment. It also is in the process of installing a new advertising system in its Publishing Division. Remaining commitments on these projects at December 25, 2005, totaled approximately $25 million.

Lease obligations

The Company rents certain facilities and equipment under operating leases. These leases extend for varying periods of time ranging from one year to more than twenty years and in many cases contain renewal options. Total rental expense amounted to $6.4 million in 2005, $6 million in 2004 and $6.9 million in 2003. Minimum rental commitments under operating leases with noncancelable terms in excess of one year are as follows: 2006 – $5.2 million; 2007 – $4.4 million; 2008 – $3.3 million; 2009 – $2.5 million; 2010 – $2.3 million; subsequent years – $7.4 million.

Newsprint swap

As part of its third quarter 2000 sale of Garden State Paper, the Company entered into a seven-year financial newsprint swap agreement with Enron North America Corporation (Enron). In late November of 2001 the Company terminated the newsprint swap agreement for reasons including misrepresentations made by Enron at the time the contract was signed. Enron filed for bankruptcy shortly thereafter. The Company believed that no further payments were due by either party under the agreement. Enron disputed the Company’s position, and in late 2003, filed a claim for damages and certain declaratory relief. In 2004, the Company settled this matter together with certain claims that it had made against the Enron bankruptcy estate for an amount less than it had accrued. Accordingly, the Company recorded a pre-tax gain of $6.1 million (after-tax $0.16 per diluted share) in the fourth quarter of 2004, which is included in Other, net in the accompanying Statements of Operations.

Interest

In 2005, 2004 and 2003, the Company’s interest expense related to continuing operations was $ 29.4 million (net of $0.8 million capitalized), $31.1 million (net of $0.2 million capitalized) and $34.4 million, respectively. Interest paid for all operations during 2005, 2004 and 2003, net of amounts capitalized, was $23.6 million, $28.5 million and $32 million, respectively.

47

Other current assets

Other current assets included program rights of $11.6 million and $13.5 million at December 25, 2005, and December 26, 2004, respectively.

Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:

(In thousands)	2005		2004
Payroll and employee benefits	$	31,311	$	28,720
Program rights		12,330		14,610
Unearned revenue		21,909		20,446
Accrued settlement		—		8,750
Interest		5,902		6,142
Other		13,264		13,495
Total	$	84,716	$	92,163

Other, net

Other, net consisted of the following:

(In thousands)	2005		2004		2003
Gain on settlement	$	—	$	6,109	$	—
Gain on sale of Hoover’s		—		—		5,746
Other		2,453		1,368		4,920
Total	$	2,453	$	7,477	$	10,666

48

Media General, Inc.

Quarterly Review

(Unaudited, in thousands, except per share amounts)	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
2005
Revenues	$	217,907		$	233,739	$	220,801	$	245,490
Operating income		20,946			36,231		21,170		47,362
Income before cumulative effect of change in accounting principle		9,297			38,385		9,762		24,967
Cumulative effect of change in accounting principle		(325,453	)		—		—		—
Net income (loss)		(316,156	)		38,385		9,762		24,967
Income per share before cumulative effect of change in accounting principle		0.40			1.63		0.41		1.06
Income per share before cumulative effect of change in accounting principle - assuming dilution		0.39			1.61		0.41		1.05
Net income (loss) per share		(13.47	)		1.63		0.41		1.06
Net income (loss) per share - assuming dilution		(13.25	)		1.61		0.41		1.05
Shares traded		4,170			6,758		6,566		6,235
Stock price range	$	60.41-66.20		$	58.16-65.99	$	56.64-69.28	$	48.95-59.55
Quarterly dividend paid	$	0.21		$	0.21	$	0.21	$	0.21
2004
Revenues	$	208,156		$	224,890	$	217,644	$	249,730
Operating income		22,525			36,365		31,726		58,716
Net income		9,100			18,533		15,713		36,839
Net income per share		0.39			0.79		0.67		1.57
Net income per share - assuming dilution		0.38			0.78		0.66		1.55
Shares traded		5,357			6,401		5,256		4,633
Stock price range	$	62.35-68.53		$	63.84-72.48	$	53.70-64.60	$	53.85-65.33
Quarterly dividend paid	$	0.20		$	0.20	$	0.20	$	0.20

* Media General, Inc., Class A common stock is listed on the New York Stock Exchange under the symbol MEG. The approximate number of equity security holders of record at January 29, 2006, was: Class A common – 1,604, Class B common – 12.

* Includes the recognition, at the beginning of the first quarter, in 2005, of a charge related to using the direct method for valuing all intangible assets other than goodwill of $325.5 million, net of a tax benefit of $190.7 million, as the cumulative effect of a change in accounting principle resulting from the adoption of EITF Topic D-108, Use of the Residual Method to Value Acquired Assets Other Than Goodwill.

49

Ten-Year Financial Summary

(In thousands, except per share amounts)

Certain of the following data were compiled from the consolidated financial statements of Media General, Inc., and should be read in conjunction with those statements and Management’s Discussion and Analysis which appear elsewhere in this report.

	2005			2004			2003			2002
Summary of Operations
Operating revenues	$	917,937		$	900,420		$	837,423		$	831,582
Net income (loss)	$	(243,042	)	$	80,185		$	58,685		$	(72,917	)
Adjustments to reconcile to operating cash flow:
Cumulative effect of change in accounting principle (a)		325,453			—			8,079			126,336
(Income) loss from discontinued operations (b)		—			—			(964	)		(1,377	)
Gain on sale of MGFS (b)		—			—			(6,754	)		—
Loss (gain) on sale of GSP operations (b)		—			—			—			—
Gain on sale of Cable operations (b)		—			—			—			—
Extinguishment of debt (c)		—			—			—			—
Gain on sale of The Denver Post Corporation		(33,270	)		—			—			—
Investment (income) loss – unconsolidated affiliates		(1,119	)		(1,551	)		4,672			14,129
Other, net		(2,453	)		(7,477	)		(10,666	)		115
Interest expense		29,408			31,082			34,424			47,874
Income taxes		50,732			47,093			34,800			33,944
Operating income		125,709			149,332			122,276			148,104
Depreciation and amortization		67,969			66,036			65,467			65,401
Operating cash flow	$	193,678		$	215,368		$	187,743		$	213,505
Per Share Data: (a) (b) (c)
Income (loss) from continuing operations	$	3.50		$	3.43		$	2.56		$	2.27
Discontinued operations		—			—			0.33			0.06
Cumulative effect of change in accounting principle		(13.83	)		—			(0.35	)		(5.51	)
Net income (loss)	$	(10.33	)	$	3.43		$	2.54		$	(3.18	)
Per Share Data – assuming dilution: (a) (b) (c)
Income (loss) from continuing operations	$	3.45		$	3.38		$	2.52		$	2.24
Discontinued operations		—			—			0.33			0.06
Cumulative effect of change in accounting principle		(13.63	)		—			(0.35	)		(5.44	)
Net income (loss)	$	(10.18	)	$	3.38		$	2.50		$	(3.14	)
Other Financial Data:
Total assets (d)	$	1,975,354		$	2,480,335		$	2,498,278		$	2,458,534
Working capital		72,459			43,976			48,218			49,051
Capital expenditures		74,424			37,835			31,774			37,903
Total debt (d)		485,304			533,280			627,289			642,937
Cash dividends per share		0.84			0.80			0.76			0.72

50

	2001			2000			1999			1998			1997			1996
Summary of Operations
Operating revenues	$	801,620		$	825,090		$	689,101		$	685,469		$	639,593		$	489,445
Net income (loss)	$	18,204		$	53,719		$	881,316		$	70,874		$	(10,490	)	$	70,498
Adjustments to reconcile to operating cash flow:
Cumulative effect of change in accounting principle (a)		—			—			—			—			—			—
(Income) loss from discontinued operations (b)		(1,491	)		2,521			(6,362	)		(23,977	)		(14,485	)		(15,232	)
Gain on sale of MGFS (b)		—			—			—			—			—			—
Loss (gain) on sale of GSP operations (b)		(280	)		13,774			—			—			—			—
Gain on sale of Cable operations (b)		—			(8,286	)		(798,719	)		—			—			—
Extinguishment of debt (c)		—			—			2,128			—			101,613			—
Gain on sale of The Denver Post Corporation		—			—			(30,983	)		—			—			—
Investment (income) loss – unconsolidated affiliates		(19,949	)		(5,131	)		(9,067	)		(22,193	)		(21,037	)		(27,188	)
Other, net		8,414			(15,479	)		(11,436	)		34			(1,401	)		5,239
Interest expense		54,247			42,558			45,014			61,027			59,131			12,680
Income taxes		12,170			38,323			49,914			26,419			(13,363	)		30,176
Operating income		71,315			121,999			121,805			112,184			99,968			76,173
Depreciation and amortization		113,625			101,473			72,398			69,025			65,898			32,544
Operating cash flow	$	184,940		$	223,472		$	194,203		$	181,209		$	165,866		$	108,717
Per Share Data: (a) (b) (c)
Income (loss) from continuing operations	$	0.72		$	2.58		$	2.88		$	1.76		$	(0.95	)	$	2.10
Discontinued operations		0.08			(0.33	)		30.37			0.91			0.55			0.58
Cumulative effect of change in accounting principle		—			—			—			—			—			—
Net income (loss)	$	0.80		$	2.25		$	33.25		$	2.67		$	(0.40	)	$	2.68
Per Share Data – assuming dilution: (a) (b) (c)
Income (loss) from continuing operations	$	0.71		$	2.55		$	2.84		$	1.74		$	(0.94	)	$	2.08
Discontinued operations		0.08			(0.33	)		29.94			0.89			0.54			0.57
Cumulative effect of change in accounting principle		—			—			—			—			—			—
Net income (loss)	$	0.79		$	2.22		$	32.78		$	2.63		$	(0.40	)	$	2.65
Other Financial Data:
Total assets (d)	$	2,645,582		$	2,672,805		$	2,396,394		$	1,973,366		$	1,870,221		$	1,025,484
Working capital		62,541			58,339			167,546			29,129			34,716			13,373
Capital expenditures		58,122			45,731			65,788			59,933			43,728			28,510
Total debt (d)		777,662			822,077			59,838			928,101			900,140			276,318
Cash dividends per share		0.68			0.64			0.60			0.56			0.53			0.50

(a) Includes the recognition in March of 2005 of a charge related to using the direct method for valuing all intangible assets other than goodwill of $325.5 million (net of a tax benefit of $190.7 million) as the cumulative effect of a change in accounting principle resulting from the adoption of EITF Topic D-108, Use of the Residual Method to Value Acquired Assets Other Than Goodwill. Also includes the recognition in July of 2003 of a charge related to variable interest entities of $8.1 million (net of a tax benefit of $3.4 million) as the cumulative effect of a change in accounting principle resulting from the adoption of FASB Interpretation 46, Consolidation of Variable Interest Entities. Also includes the recognition in January of 2002 of an impairment charge related to indefinite-lived intangibles of $126.3 million (net of a tax benefit of $12.2 million) as the cumulative effect of a change in accounting principle resulting from the adoption of SFAS No. 142, Goodwill and Other Intangible Assets.

(b) The Company sold Media General Financial Services in October 2003 and reported a gain of $6.8 million (net of a tax benefit of $3.9 million), sold its Garden State Paper operation in September 2000 and reported a loss of $13.5 million (net of a tax benefit of $6.1 million), including a small favorable adjustment in 2001, and sold its Cable Television operations in October 1999 and reported a gain of $807 million (net of income taxes of $513.6 million), including a small favorable adjustment in 2000. All prior periods have been restated to reflect these items as discontinued operations (net of tax).

(c) In 1999 the Company incurred a charge of $2.1 million, representing the cost associated with the termination of interest rate swaps, while in 1997 the Company incurred a charge of $101.6 million, representing the debt repayment premium and write-off of associated debt issuance costs related to the redemption of debt assumed in a January 1997 acquisition.

(d) Upon adoption of EITF Topic D-108 in 2005, the Company increased the carrying amount of FCC license intangible assets by $111.5 million with a corresponding increase to deferred tax liabilities; all prior periods have been restated to conform with the current year’s presentation. Upon adoption of FASB Interpretation 46 in July 2003, the Company added $86 million of assets (primarily buildings) and $94 million of liabilities (primarily debt) related to VIEs.

51

EX-21

Exhibit 21

Subsidiaries of the Registrant

Listed below are the major subsidiaries of the Company, including equity investees, each of which is in the consolidated financial statements of the Company and its Subsidiaries, and the percentage of ownership by the Company (or if indented, by the subsidiary under which it is listed). Subsidiaries omitted from the list would not, if aggregated, constitute a significant subsidiary:

Name of Subsidiary	Jurisdiction of Incorporation	Securities Ownership
Media General Communications, Inc.	Delaware	100	%
Media General Operations, Inc.	Delaware	100	%
Media General Broadcasting of South Carolina Holdings, Inc.	Delaware	100	%
Professional Communications Systems, Inc.	Florida	100	%
The Tribune Company Holdings, Inc.	Delaware	100	%
NES II, Inc.	Virginia	100	%
Virginia Paper Manufacturing Corp.	Georgia	100	%
SP Newsprint Company (Partnership)	Georgia	33.33	%
Blockdot, Inc.	Texas	100	%

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Media General, Inc. of our reports dated January 25, 2006, with respect to the consolidated financial statements of Media General, Inc. and Media General, Inc. management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Media General, Inc., included in the 2005 Annual Report to Stockholders of Media General, Inc.

Our audits also included the financial statement schedule of Media General, Inc., listed in Item 15(a). This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, as to which the date is January 25, 2006, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in the following Registration Statements of our reports dated January 25, 2006, with respect to the consolidated financial statements of Media General, Inc. and Media General, Inc. management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Media General, Inc., incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule of Media General, Inc., included in this Annual Report (Form 10-K) of Media General, Inc., for the fiscal year ended December 25, 2005.

Registration Statement Number	Description
2-56905	Form S-8
33-23698	Form S-8
33-26853	Form S-3
33-52472	Form S-8
333-16731	Form S-8
333-16737	Form S-8
333-69527	Form S-8
333-54624	Form S-8
333-57538	Form S-8
333-67612	Form S-3

                                /s/ Ernst & Young LLP

Richmond, Virginia

February 21, 2006

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) and RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marshall N. Morton, certify that:

1. I have reviewed this annual report on Form 10-K of Media General, Inc.;

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

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

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

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

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: February 23, 2006

/s/ Marshall N. Morton

Marshall N. Morton

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) and RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John A. Schauss, certify that:

1. I have reviewed this annual report on Form 10-K of Media General, Inc.;

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

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

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

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

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: February 23, 2006

/s/ John A. Schauss

John A. Schauss

Vice President - Finance and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Media General, Inc. (the “Company”) on Form 10-K for the year ended December 25, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Marshall N. Morton, President and Chief Executive Officer, and John A. Schauss, Vice President-Finance and Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Marshall N. Morton

Marshall N. Morton

President and Chief Executive Officer

February 23, 2006

/s/ John A. Schauss

John A. Schauss

Vice President - Finance and Chief Financial Officer

February 23, 2006