---

# FORM 10-Q

|Delaware(State or other
    jurisdiction ofincorporation or organization)                     | 36-1880355
    (I.R.S. Employer
    Identification No.)
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------
|                                                                                              |                                                        
|435 North Michigan Avenue,
    Chicago, Illinois
    (Address of principal executive offices) | 60611
    (Zip code)                                   

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes / X /    No /    /

At
October 22, 2004 there were 317,708,970 shares outstanding of the registrants Common
Stock ($.01 par value per share), excluding 83,441,765 shares held by subsidiaries and
affiliates of the registrant.

---

# PART I. FINANCIAL
INFORMATION

# ITEM 1. FINANCIAL
STATEMENTS.

|                                                    | Third Quarter Ended |                  | Three Quarters Ended
|--------------------------------------------------- | ------------------- | ---------------- | --------------------
|
|Operating Revenues                                  |                     | $ 1,413,851      |                     
|                                                    |                    
|Operating Expenses                                  |                    
|Cost of sales (exclusive of items shown below)      |                     | 700,040          |                     
|Selling, general and administrative                 |                     | 400,162          |                     
|Depreciation                                        |                     | 51,190           |                     
|Amortization of intangible assets                   |                     | 4,805            |                     
|                                                    |                     |                  |                     
|Total operating expenses                            |                     | 1,156,197        |                     
|                                                    |                     |                  |                     
|                                                    |                    
|Operating Profit                                    |                     | 257,654          |                     
|                                                    |                    
|Net income/(loss) on equity investments             |                     | (1,586           | )                   
|Interest income                                     |                     | 271              |                     
|Interest expense                                    |                     | (35,131          | )                   
|Gain/(loss) on change in fair values of derivatives |                    
|and related investments                             |                     | (20,839          | )                   
|Loss on early debt retirement                       |                     |                 |                     
|Gain/(loss) on sales of subsidiaries and            |                    
|investments, net                                    |                     | (238             | )                   
|Gain/(loss) on investment write-downs               |                    
|and other, net                                      |                     | 610              |                     
|                                                    |                     |                  |                     
|                                                    |                    
|Income Before Income Taxes                          |                     | 200,741          |                     
|Income taxes                                        |                     | (79,085          | )                   
|                                                    |                     |                  |                     
|                                                    |                    
|Net Income                                          |                     | 121,656          |                     
|Preferred dividends, net of tax                     |                     | (2,077           | )                   
|                                                    |                     |                  |                     
|                                                    |                    
|Net Income Attributable to Common Shares            |                     | $    119,579     |                     
|                                                    |                     |                  |                     
|                                                    |                    
|Earnings Per Share (Note 2):                        |                    
|                                                    |                    
|Basic                                               |                     | $            .38 |                     
|                                                    |                     |                  |                     
|Diluted                                             |                     | $            .37 |                     
|                                                    |                     |                  |                     
|Dividends per common share                          |                     | $            .12 |                     
|                                                    |                     |                  |                     

See Notes to Condensed Consolidated Financial Statements.

---

|                                         | Sept. 26, 2004 |                | Dec. 28, 2003
|---------------------------------------- | -------------- | -------------- | -------------
|
|Assets                                   |                |                |              
|Current Assets                           |               
|Cash and cash equivalents                |                | $      126,695 |              
|Accounts receivable, net                 |                | 798,579        |              
|Inventories                              |                | 63,877         |              
|Broadcast rights, net                    |                | 268,660        |              
|Deferred income taxes                    |                | 121,685        |              
|Prepaid expenses and other               |                | 52,531         |              
|                                         |                |                |              
|Total current assets                     |                | 1,432,027      |              
|                                         |               
|Property, plant and equipment            |                | 3,538,351      |              
|Accumulated depreciation                 |                | (1,791,863     | )            
|                                         |                |                |              
|Net properties                           |                | 1,746,488      |              
|                                         |               
|Broadcast rights, net                    |                | 431,641        |              
|Goodwill                                 |                | 5,467,814      |              
|Other intangible assets, net             |                | 3,160,315      |              
|Time Warner stock related to PHONES debt |                | 264,000        |              
|Other investments                        |                | 563,882        |              
|Prepaid pension costs                    |                | 887,760        |              
|Other assets                             |                | 159,187        |              
|                                         |                |                |              
|Total assets                             |                | $ 14,113,114   |              
|                                         |                |                |              

See Notes to Condensed Consolidated Financial Statements.

---

|                                                                 | Sept. 26, 2004 |                | Dec. 28, 2003
|---------------------------------------------------------------- | -------------- | -------------- | -------------
|
|Liabilities and Shareholders Equity                             |                |                |              
|Current Liabilities                                              |               
|Long-term debt due within one year                               |                | $      156,327 |              
|Contracts payable for broadcast rights                           |                | 322,673        |              
|Deferred income                                                  |                | 101,797        |              
|Accounts payable, accrued expenses and other current liabilities |                | 640,932        |              
|                                                                 |                |                |              
|Total current liabilities                                        |                | 1,221,729      |              
|                                                                 |               
|PHONES debt related to Time Warner stock                         |                | 567,600        |              
|Other long-term debt (less portions due within one year)         |                | 1,904,345      |              
|Deferred income taxes                                            |                | 2,281,358      |              
|Contracts payable for broadcast rights                           |                | 585,175        |              
|Compensation and other obligations                               |                | 836,321        |              
|                                                                 |                |                |              
|Total liabilities                                                |                | 7,396,528      |              
|                                                                 |               
|Shareholders Equity                                             |               
|Series C convertible preferred stock, net of treasury stock      |                | 44,260         |              
|Series D-1 convertible preferred stock, net of treasury stock    |                | 38,097         |              
|Series D-2 convertible preferred stock, net of treasury stock    |                | 24,510         |              
|Common stock and additional paid-in capital                      |                | 6,917,377      |              
|Retained earnings                                                |                | 2,694,039      |              
|Treasury common stock (at cost)                                  |                | (3,011,283     | )            
|Accumulated other comprehensive income                           |                | 9,586          |              
|                                                                 |                |                |              
|Total shareholders' equity                                       |                | 6,716,586      |              
|                                                                 |                |                |              
|Total liabilities and shareholders' equity                       |                | $ 14,113,114   |              
|                                                                 |                |                |              

See Notes to Condensed Consolidated Financial Statements.

---

|                                                                  | Three Quarters Ended
|----------------------------------------------------------------- | --------------------
|
|Operations                                                        |                     
|Net income                                                        |                     
|Adjustments to reconcile net income to net cash provided          |                     
|by operations:                                                    |                     
|(Gain)/loss on change in fair values of derivatives               |                     
|and related investments                                           |                     
|Loss on early debt retirement                                     |                     
|Gain on sales of subsidiaries and investments, net                |                     
|Loss on investment write-downs and other, net                     |                     
|Depreciation                                                      |                     
|Amortization of intangible assets                                 |                     
|Deferred income taxes                                             |                     
|Increase (decrease) in current income taxes payable               |                     
|Decrease in accounts receivable                                   |                     
|Tax benefit on stock options exercised                            |                     
|Other, net                                                        |                     
|                                                                  |                     
|Net cash provided by operations                                   |                     
|                                                                  |                     
|                                                                  |                     
|Investments                                                       |                     
|Capital expenditures                                              |                     
|Acquisitions and investments                                      |                     
|Proceeds from sales of subsidiaries and investments               |                     
|                                                                  |                     
|Net cash used for investments                                     |                     
|                                                                  |                     
|                                                                  |                     
|Financing                                                         |                     
|Proceeds from the issuance of commercial paper, net of repayments |                     
|Repayments of long-term debt                                      |                     
|Premium on early debt retirement                                  |                     
|Sales of common stock to employees, net                           |                     
|Repurchases of common stock                                       |                     
|Dividends                                                         |                     
|                                                                  |                     
|Net cash used for financing                                       |                     
|                                                                  |                     
|Net increase (decrease) in cash and cash equivalents              |                     
|Cash and cash equivalents, beginning of year                      |                     
|                                                                  |                     
|Cash and cash equivalents, end of quarter                         |                     
|                                                                  |                     

See Notes to Condensed Consolidated Financial Statements.

---

# NOTE 1:   BASIS OF
PREPARATION

In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all adjustments
necessary for a fair statement of the financial position of Tribune Company and its
subsidiaries (the Company or Tribune) as of Sept. 26, 2004 and the
results of their operations for the third quarters and first three quarters ended Sept.
26, 2004 and Sept. 28, 2003 and cash flows for the first three quarters ended Sept. 26,
2004 and Sept. 28, 2003. All adjustments reflected in the accompanying unaudited condensed
consolidated financial statements are of a normal recurring nature. Results of operations
for interim periods are not necessarily indicative of the results to be expected for the
full year. Certain prior year amounts have been reclassified to conform with the 2004
presentation. These reclassifications had no impact on reported 2003 total revenues,
operating profit or net income.

# NOTE 2:   EARNINGS PER
SHARE

The computations of basic and diluted earnings per share (EPS) were as follows
(in thousands, except per share data):

|                                                | Third Quarter Ended |              | Three Quarters Ended
|----------------------------------------------- | ------------------- | ------------ | --------------------
|
|Basic EPS:                                      |                     |              |                     
|Net income                                      |                     | $ 121,656    |                     
|Preferred dividends, net of tax                 |                     | (2,077       | )                   
|                                                |                     |              |                     
|Net income attributable to common shares        |                     | $ 119,579    |                     
|Weighted average common shares outstanding      |                     | 318,364      |                     
|                                                |                     |              |                     
|Basic EPS                                       |                     | $        .38 |                     
|                                                |                     |              |                     
|                                                |                    
|Diluted EPS:                                    |                    
|Net income                                      |                     | $ 121,656    |                     
|Additional ESOP contribution required           |                    
|assuming Series B preferred shares were         |                    
|converted, net of tax                           |                     |             |                     
|Dividends on Series C, D-1, and D-2 preferred   |                    
|stock                                           |                     | (2,077       | )                   
|LYONs interest expense, net of tax              |                     |             |                     
|                                                |                     |              |                     
|Adjusted net income                             |                     | $ 119,579    |                     
|                                                |                     |              |                     
|Weighted average common shares outstanding      |                     | 318,364      |                     
|Assumed conversion of Series B preferred shares |                    
|into common shares                              |                     |             |                     
|Assumed exercise of stock options, net of       |                    
|common shares assumed repurchased               |                    
|with the proceeds                               |                     | 3,654        |                     
|Assumed conversion of LYONs debt securities     |                     |             |                     
|                                                |                     |              |                     
|Adjusted weighted average common shares         |                    
|outstanding                                     |                     | 322,018      |                     
|                                                |                     |              |                     
|Diluted EPS                                     |                     | $        .37 |                     
|                                                |                     |              |                     

Basic EPS is computed by dividing net
income attributable to common shares by the weighted average number of common shares
outstanding during the period. Diluted EPS for the third quarter of 2003 was computed
assuming that the Series B convertible preferred shares had been converted into common
shares as of the beginning of fiscal year 2003. Diluted EPS for the first three quarters
of 2003 was computed assuming that the Series B convertible preferred shares and the LYONs
debt securities had been converted into common shares as of the beginning of fiscal year
2003.

---

The Series B convertible preferred shares were converted into approximately 15.4
million shares of common stock on Dec. 16, 2003, and the LYONs were converted into
approximately seven million shares of common stock during June 2003. In addition, in the
third quarter and first three quarters diluted EPS calculations, for both 2004 and 2003,
weighted average common shares outstanding were adjusted for the dilutive effect of stock
options. The Companys stock options and convertible securities are included in the
calculation of diluted EPS only when their effects are dilutive. In the 2004 and 2003
third quarter calculations of diluted EPS, 2.5 million and 2.3 million shares,
respectively, of the Companys Series C, D-1 and D-2 convertible preferred stocks,
and 21.0 million and 3.9 million, respectively, of the Companys outstanding options,
were not reflected because their effects would have been antidilutive. In the 2004 and 2003
first three quarters calculations of diluted EPS, 2.3 million shares in each year of the
Companys Series C, D-1 and D-2 convertible preferred stocks, and 9.8 million and 3.0
million, respectively, for the Companys outstanding options, were not
reflected because their effects were antidilutive.

# NOTE 3:  NEWSDAY
AND HOY, NEW YORK CHARGE

On Feb. 11, 2004, a purported class
action lawsuit was filed in New York Federal Court by certain advertisers of
Newsday and Hoy, New York, alleging that they were overcharged for
advertising as a result of inflated circulation numbers at these two publications. The
purported class action also alleges that entities that paid a Newsday subsidiary to
deliver advertising flyers were overcharged. On July 21, 2004, another lawsuit was filed
in New York Federal Court by certain advertisers of Newsday alleging damages
resulting from inflated Newsday circulation numbers as well as federal and state
antitrust violations. On Oct. 8, 2004, a third lawsuit was filed in New York State Court
by a former Newsday advertiser alleging damages resulting from inflated
Newsday circulation numbers. The Company intends to vigorously defend these suits.
Newsday is a morning newspaper published seven days a week and circulated primarily
in Long Island, New York, and in the borough of Queens in New York City. Hoy, New
York, is a Spanish language newspaper that is also published seven days a week.

On June 17, 2004, the Company
publicly disclosed that it would reduce its reported September 2003 and March 2004
circulation for both Newsday and Hoy, New York. The circulation adjustments
were the result of a review of reported circulation at Newsday and Hoy, New
York, conducted by the Companys internal audit staff and the Audit Bureau of
Circulations (ABC). Since the June 17th disclosure, the
Companys continuing internal review found additional misstatements for these time
periods, as well as misstatements that impact 2001 and 2002.

As a result of the circulation
misstatements for 2001 through 2004, the Company recorded a pretax charge of $35 million
in selling, general and administrative expenses in the second quarter of 2004 as its
estimate of the probable cost to settle with Newsday and Hoy, New York, advertisers
based upon facts available at July 30, 2004, the date of the Companys second quarter
2004 Form 10-Q filing.

On Sept. 10, 2004, based on
information gathered during the third quarter of 2004 from ABCs ongoing audit and
Tribunes internal investigation, the Company publicly disclosed additional revisions
to the reported circulation of Newsday and Hoy, New York, for the September
2003 and March 2004 time periods. Because the additional circulation misstatements found
since July 30, 2004 will increase the cost of settlement with their advertisers, the
Company recorded an additional pretax charge of $55 million in selling, general and
administrative expenses in the third quarter of 2004 to increase the estimate of the
probable cost to settle with Newsday and Hoy, New York, advertisers to $90 million.
This new estimate is based upon facts available as of the date of this report. The Company
will continue to evaluate the adequacy of this reserve on an ongoing basis.

In addition, the Securities and
Exchange Commission, the United States Attorney for the Eastern District of New York and
the Nassau County District Attorney are conducting inquiries into the circulation
practices at Newsday and Hoy, New York. The Company is cooperating fully
with these inquiries. At the date of this report, the Company cannot predict with
certainty the outcome of these inquiries.

On July 12, 2004, ABC announced that
it was censuring Newsday and Hoy, New York, for improper circulation
practices. For the next two years, ABC will be auditing Newsday and Hoy, New
York, every six months, instead of annually, and Newsday and Hoy, New York,
will not be able to publish their six-month circulation statistics prior to the completion
of the ABC audits. In addition, both Newsdayand Hoy, New York, must submit
a plan to ABC for

---

correcting their circulation practices. The Company intends to work with
ABC to fully comply with the terms of the censure and does not believe the impact of the
censure will be material. ABCs annual circulation audits at the Companys other
newspapers are ongoing. In addition, during the third quarter of 2004, the Companys
internal auditors began a review of the circulation practices at all of the Companys
newspapers and Chicago magazine which will be completed as soon as practical.

# NOTE 4: STOCK-BASED
COMPENSATION

The Company accounts for its
stock-based compensation plans in accordance with Accounting Principles Board
(APB) Opinion No. 25 and related Interpretations. Under APB No. 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. Under Financial
Accounting Standard (FAS) No. 123, Accounting for Stock-Based
Compensation, as amended by FAS No. 148, compensation cost is measured at the grant
date based on the estimated fair value of the award and is recognized as compensation
expense over the vesting or service period. Had compensation cost for these plans been
determined consistent with FAS No. 123, the Companys third quarter and first three
quarters net income and EPS would have been reduced to the following pro forma amounts (in
thousands, except per share data):

|                                      | Third Quarter Ended |              | Three Quarters Ended
|------------------------------------- | ------------------- | ------------ | --------------------
|
|Net income, as reported               |                     | $ 121,656    |                     
|Less:  pro forma stock-based employee |                    
|compensation expense, net of tax:     |                    
|General option awards                 |                     | (11,742      | )                   
|Replacement option awards             |                     | (3,696       | )                   
|Merit option awards                   |                     |             |                     
|Employee stock purchase plan          |                     | (1,046       | )                   
|                                      |                     |              |                     
|Total pro forma stock-based employee  |                    
|compensation expense, net of tax      |                     | (16,484      | )                   
|                                      |                     |              |                     
|                                      |                    
|Pro forma net income                  |                     | 105,172      |                     
|Preferred dividends, net of tax       |                     | (2,077       | )                   
|                                      |                     |              |                     
|Pro forma net income attributable to  |                    
|common shares                         |                     | $ 103,095    |                     
|                                      |                     |              |                     
|                                      |                    
|Weighted average common shares        |                    
|outstanding                           |                     | 318,364      |                     
|                                      |                    
|Basic EPS, as reported                |                     | $        .38 |                     
|Basic EPS, pro forma                  |                     | $        .32 |                     
|                                      |                    
|Adjusted weighted average             |                    
|common shares outstanding             |                     | 322,018      |                     
|                                      |                    
|Diluted EPS, as reported              |                     | $        .37 |                     
|Diluted EPS, pro forma                |                     | $        .32 |                     



---

In determining the pro forma
compensation cost under the fair value method of FAS No. 123, using the Black-Scholes
option pricing model, the following weighted average assumptions were used for general
awards and replacement options:

|                                | Third Quarter Ended
|------------------------------- | -------------------
|
|
|Risk-free interest rate         |                    
|Expected dividend yield         |                    
|Expected stock price volatility |                    
|Expected life (in years)        |                    
|                                |                    
|Weighted average fair value     |                    

* No general awards were granted
in the third quarter of 2004.

|                                | Three Quarters Ended
|------------------------------- | --------------------
|
|
|Risk-free interest rate         |                     
|Expected dividend yield         |                     
|Expected stock price volatility |                     
|Expected life (in years)        |                     
|                                |                     
|Weighted average fair value     |                     

# NOTE 5:  PENSION AND
POSTRETIREMENT BENEFITS

The components of net periodic
benefit cost (credit) for Company-sponsored plans for the third quarter were as follows
(in thousands):

|                                    | Pension BenefitsThird Quarter Ended |           | Other Postretirement BenefitsThird Quarter Ended
|----------------------------------- | ----------------------------------- | --------- | ------------------------------------------------
|
|Service cost                        |                                     | $   5,215 |                                                 
|Interest cost                       |                                     | 19,862    |                                                 
|Expected return on plans assets    |                                     | (32,332   | )                                               
|Recognized actuarial loss           |                                     | 11,112    |                                                 
|Amortization of prior service costs |                                     | (520      | )                                               
|Amortization of transition asset    |                                     | (1        | )                                               
|                                    |                                     |           |                                                 
|Net periodic benefit cost (credit)  |                                     | $   3,336 |                                                 
|                                    |                                     |           |                                                 

---

The components of net periodic benefit cost (credit) for Company-sponsored
plans for the first three quarters were as follows (in thousands):

|                                    | Pension BenefitsThree Quarters Ended |           | Other Postretirement BenefitsThree Quarters Ended
|----------------------------------- | ------------------------------------ | --------- | -------------------------------------------------
|
|Service cost                        |                                      | $ 15,761  |                                                  
|Interest cost                       |                                      | 60,033    |                                                  
|Expected return on plans assets    |                                      | (97,903   | )                                                
|Recognized actuarial loss           |                                      | 33,345    |                                                  
|Amortization of prior service costs |                                      | (1,437    | )                                                
|Amortization of transition asset    |                                      | (3        | )                                                
|                                    |                                      |           |                                                  
|Net periodic benefit cost (credit)  |                                      | $   9,796 |                                                  
|                                    |                                      |           |                                                  

For the year ending Dec. 26, 2004,
the Company plans to contribute $7 million to certain of its union and non-qualified
pension plans and $21 million to its other postretirement benefit plans. As of Sept. 26,
2004, $6 million of contributions have been made to its union and non-qualified pension
plans and $16 million of contributions have been made to its other postretirement
benefit plans.

# NOTE 6: NON-OPERATING
ITEMS

The third quarter and first three quarters of 2004 included several
non-operating items, summarized as follows (in thousands):

|                                         | Third Quarter EndedSept. 26, 2004 |          | Three Quarters EndedSept. 26, 2004
|---------------------------------------- | --------------------------------- | -------- | ----------------------------------
|
|Loss on change in fair values            |                                   |          |                                   
|of derivatives and related investments   |                                   | $(20,839 | )                                 
|Loss on early debt retirement            |                                   |         |                                   
|Gain/(loss) on sales of subsidiaries and |                                  
|investments, net                         |                                   | (238     | )                                 
|Gain/(loss) on investment write-downs    |                                  
|and other, net                           |                                   | 610      |                                   
|                                         |                                   |          |                                   
|Total non-operating items                |                                   | $(20,467 | )                                 
|                                         |                                   |          |                                   

The 2004 third quarter and first
three quarters change in the fair values of derivatives and related investments related
entirely to the Companys PHONES and related Time Warner investment. In the third
quarter of 2004, the $21 million non-cash pretax loss resulted from a $15 million decrease
in the fair value of 16.0 million shares of Time Warner common stock and a $6 million
increase in the fair value of the derivative component of the Companys PHONES. In
the first three quarters of 2004, the $46 million non-cash pretax loss resulted from a $25
million increase in the fair value of the derivative component of the PHONES and a $21
million decrease in the fair value of 16.0 million shares of Time Warner common stock.

In the second quarter of 2004, the
Company redeemed all of its outstanding $400 million ($396 million net of unamortized
discount) 7.45% debentures due 2009 and retired $66 million ($64 million net of
unamortized discount) of its 7.25% debentures due 2013 and $165 million ($160 million net
of unamortized discount) of its 6.61% debentures due 2027 through cash tender offers. The
Company paid approximately $760 million to retire this debt and, as a result, recorded a
one-time, pretax loss of $141 million in the second quarter of 2004. The Company funded
these transactions with cash and the issuance of commercial paper.

In the first three quarters of 2004,
the gain on sales of subsidiaries and investments related primarily to the sale of the
Companys 50% interest in La Opinión for $20 million, resulting in a
pretax gain of $18 million.

---

The third quarter and first three
quarters of 2003 also included several non-operating items, summarized as follows (in
thousands):

|                                       | Third Quarter EndedSept. 28, 2003 |          | Three Quarters EndedSept. 28, 2003
|-------------------------------------- | --------------------------------- | -------- | ----------------------------------
|
|Gain on change in fair values          |                                   |          |                                   
|of derivatives and related investments |                                   | $ 24,720 |                                   
|Gain on sales of subsidiaries and      |                                  
|investments, net                       |                                   | 9,844    |                                   
|Loss on investment write-downs         |                                  
|and other, net                         |                                   | (3,905   | )                                 
|                                       |                                   |          |                                   
|Total non-operating items              |                                   | $ 30,659 |                                   
|                                       |                                   |          |                                   

The 2003 third quarter and first
three quarters change in the fair values of derivatives and related investments related
entirely to the Companys PHONES and related Time Warner investment. In the third
quarter of 2003, the $25 million non-cash pretax gain resulted from a $35 million decrease
in the fair value of the derivative component of the PHONES, which was partially offset by
a $10 million decrease in the fair value of the 16.0 million shares of Time Warner common
stock. In the first three quarters of 2003, the $42 million non-cash pretax gain resulted
from a $44 million increase in the fair value of 16.0 million shares of Time Warner common
stock, which was partially offset by a $2 million increase in the fair value of the
derivative component of the PHONES.

In the first three quarters of 2003,
the gain on sales of subsidiaries and investments resulted primarily from the divestiture
of the assets of the Companys remaining Denver radio station, KKHK-FM. KKHK-FM, now
known as KQMT-FM, plus cash of $20 million were exchanged for the assets of KWBP-TV,
Portland, Ore. and resulted in a pretax gain of $51 million.

# NOTE 7: INVENTORIES

Inventories consisted of the following (in thousands):

|                    | Sept. 26, 2004 |         | Dec. 28, 2003
|------------------- | -------------- | ------- | -------------
|Newsprint (at LIFO) |                | $51,569 |              
|Supplies and other  |                | 12,308  |              
|                    |                |         |              
|Total inventories   |                | $63,877 |              
|                    |                |         |              

Newsprint inventories are valued under the LIFO method and were less than current cost by approximately $3.4 million at Sept. 26,
2004 and $2.9 million at Dec. 28, 2003.

---

# NOTE 8: GOODWILL AND
OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets at Sept. 26, 2004 and Dec. 28, 2003
consisted of the following (in thousands):

|                                         | Sept. 26, 2004 |          | Dec. 28, 2003 |         
|---------------------------------------- | -------------- | -------- | ------------- | --------
|
|Intangible assets subject to             |                |          |               |         
|amortization                             |               
|Subscribers (useful life of 15           |               
|to 20 years)                             |                | $195,750 |               | $(50,826
|Network affiliation agreements           |               
|(useful life of 40 years)                |                | 290,320  |               | (7,258  
|Other (useful life of 3 to 40 years)     |                | 23,237   |               | (4,539  
|                                         |                |          |               |         
|Total                                    |                | $509,307 |               | $(62,623
|                                         |                |          |               |         
|Goodwill and other intangible assets not |               
|subject to amortization                  |               
|Goodwill                                 |               
|Publishing                               |                |          |               |         
|Broadcasting and entertainment           |                |          |               |         
|                                         |                |          |               |         
|Total goodwill                           |                |          |               |         
|Newspaper mastheads                      |                |          |               |         
|FCC licenses                             |                |          |               |         
|Tradename                                |                |          |               |         
|                                         |                |          |               |         
|Total                                    |                |          |               |         
|                                         |                |          |               |         
|Total goodwill and other intangible      |               
|assets                                   |                |          |               |         
|                                         |                |          |               |         

---

# NOTE 9:   LONG-TERM DEBT

Debt consisted of the following (in thousands):

|                                                                  | Sept. 26, 2004 |              | Dec. 28, 2003
|----------------------------------------------------------------- | -------------- | ------------ | -------------
|Commercial paper, weighted average interest rate of 1.7%          |                | $    825,897 |              
|Medium-term notes, weighted average                               |               
|interest rate of 6.2%, due 2004-2008                              |                | 733,285      |              
|Capitalized real estate obligation, effective interest rate of    |               
|7.7%, expiring 2009                                               |                | 77,818       |              
|7.45% notes, redeemed April 16, 2004                              |                |             |              
|7.25% debentures due 2013, net of unamortized discount of $2,903  |               
|and $5,699                                                        |                | 79,180       |              
|7.5% debentures due 2023, net of unamortized discount of $4,497   |               
|and $4,673                                                        |                | 94,253       |              
|6.61% debentures due 2027, net of unamortized discount of $2,435  |               
|and $7,396                                                        |                | 82,525       |              
|7.25% debentures due 2096, net of unamortized discount of $18,539 |               
|and $18,680                                                       |                | 129,461      |              
|Interest rate swap                                                |                | 31,500       |              
|Other notes and obligations                                       |                | 6,753        |              
|                                                                  |                |              |              
|Total debt excluding PHONES                                       |                | 2,060,672    |              
|Less portions due within one year                                 |                | (156,327     | )            
|                                                                  |                |              |              
|Long-term debt excluding PHONES                                   |                | 1,904,345    |              
|2% PHONES debt related to Time Warner stock, due 2029             |                | 567,600      |              
|                                                                  |                |              |              
|Total long-term debt                                              |                | $ 2,471,945  |              
|                                                                  |                |              |              

Long-Term Debt Retirement In
the second quarter of 2004, the Company redeemed all of its outstanding $400 million ($396
million net of unamortized discount) 7.45% debentures due 2009 and retired $66 million
($64 million net of unamortized discount) of its 7.25% debentures due 2013 and $165
million ($160 million net of unamortized discount) of its 6.61% debentures due 2027
through cash tender offers. The Company paid approximately $760 million to retire this
debt and, as a result, recorded a one-time, pretax loss of $141 million in the second
quarter of 2004. The Company funded these transactions with cash and the issuance of
commercial paper.

Exchangeable Subordinated
Debentures due 2029 (PHONES) Under the provisions of FAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, the PHONES
consist of a discounted debt component, which is presented at book value, and a derivative
component, which is presented at fair value. Changes in the fair value of the derivative
component of the PHONES are recorded in the statement of income. The fair value of the
derivative component of the PHONES debt is calculated as the difference between the quoted
market value of the PHONES and the estimated fair value of the discounted debt component
of the PHONES. The fair value of the discounted debt component of the PHONES is calculated
based on an estimate of the current interest rate available to the Company for debt of the
same remaining maturity and similar terms to the PHONES. The book value of the discounted
debt component is based on the prevailing interest rate (8.125%) at issuance of the
PHONES. The market value of the PHONES, which are traded on the New York Stock Exchange,
was $710 million and $650 million at Sept. 26, 2004 and Dec. 28, 2003, respectively.

---

The discounted debt and derivative components of the PHONES were as follows (in thousands):

|                                                    | Sept. 26, 2004 |          | Dec. 28, 2003
|--------------------------------------------------- | -------------- | -------- | -------------
|PHONES debt:                                        |                |          |              
|Discounted debt component (at book value)           |                | $439,840 |              
|Derivative component (at fair value)                |                | 127,760  |              
|                                                    |                |          |              
|Total                                               |                | $567,600 |              
|                                                    |                |          |              
|Time Warner stock related to PHONES (at fair value) |                | $264,000 |              
|                                                    |                |          |              

In 1999, the Company issued 8.0
million PHONES for an aggregate principal amount of approximately $1.3 billion. The
principal amount was equal to the value of 16.0 million shares of Time Warner common stock
at the closing price of $78.50 per share on April 7, 1999. The Company may redeem the
PHONES at any time for the higher of $157 per PHONES or the then market value of two
shares of Time Warner common stock, subject to certain adjustments. At any time, holders
of the PHONES may exchange a PHONES for an amount of cash equal to 95% (or 100% under
certain circumstances) of the market value of two shares of Time Warner common stock.

At Sept. 26, 2004, the market value
per PHONES was $88.80 and the market value of two shares of Time Warner common stock was
$33.00. If the PHONES are exchanged in the next year, the Company intends to refinance the
PHONES, and has the ability to do so, on a long-term basis, through its existing revolving
credit agreements. Accordingly, the PHONES have been classified as long-term.

Interest Rate Swap The
Company is currently a party to one interest rate swap agreement assumed in connection
with the Times Mirror merger. This swap agreement relates to the $100 million of 7.5%
debentures due in 2023 and effectively converts the fixed 7.5% rate to a variable rate
based on LIBOR.

Revolving Credit Agreements  On March 26, 2004, the Company renegotiated its revolving credit agreements with a
number of financial institutions providing for borrowings in an aggregate amount of up to
$1.0 billion, expiring in December 2008. The new agreements contain various interest rate
options and provide for annual fees based on a percentage of the commitment. The
agreements contain covenants which require the Company to maintain a minimum interest
coverage ratio. At Sept. 26, 2004, no amounts were borrowed under the agreements, and the
Company was in compliance with the covenants. In addition to the PHONES, the Company
intends to refinance $735 million of commercial paper scheduled to mature by Sept. 26,
2005, and has the ability to do so on a long-term basis through its existing revolving
credit agreements. Accordingly, these notes have been classified as long-term.

---

# NOTE 10: COMPREHENSIVE
INCOME

Other comprehensive income for the
third quarter and first three quarters ended Sept. 26, 2004 and Sept. 28, 2003 included
unrealized gains and losses on marketable securities classified as available-for-sale and
foreign currency translation adjustments. Comprehensive income reflects all changes in the
net assets of the Company during the period from transactions and other events and
circumstances except those resulting from any stock issuances and dividends.

The Companys comprehensive income was as follows (in thousands):

|                                                    | Third Quarter Ended |           | Three Quarters Ended
|--------------------------------------------------- | ------------------- | --------- | --------------------
|
|                                                    |                    
|Net income                                          |                     | $ 121,656 |                     
|                                                    |                    
|Unrealized holding gain (loss) on marketable        |                    
|securities classified as available-for-sale:        |                    
|Unrealized holding gain (loss) arising during       |                    
|the period, before tax                              |                     | (3,019    | )                   
|Adjustment for loss on sales of                     |                    
|investments included in net income                  |                     |          |                     
|Income taxes                                        |                     | 1,176     |                     
|                                                    |                     |           |                     
|Change in net unrealized gain (loss) on marketable  |                    
|securities classified as available-for-sale         |                     | (1,843    | )                   
|                                                    |                     |           |                     
|                                                    |                    
|Change in foreign currency translation adjustments, |                    
|net of tax                                          |                     | 73        |                     
|                                                    |                     |           |                     
|                                                    |                    
|Other comprehensive income (loss)                   |                     | (1,770    | )                   
|                                                    |                     |           |                     
|                                                    |                    
|Comprehensive income                                |                     | $ 119,886 |                     
|                                                    |                     |           |                     

# NOTE 11:   ACQUISITIONS

On March 21, 2003, the Company
acquired the stock of KPLR-TV, St. Louis, and the assets of KWBP-TV, Portland, Oregon,
from ACME Communications for a total of $275 million. The Company acquired the stock of
KPLR-TV for $200 million in cash. The acquisition of the assets of KWBP-TV was structured
as a like-kind asset exchange for income tax purposes. It was funded with the remaining
assets of the Denver radio station group (KKHK-FM, now known as KQMT-FM), with an
estimated fair market value of $55 million, plus $20 million in cash. The Company has
allocated $153 million, $42 million and $136 million of the purchase price to Federal
Communications Commission (FCC) licenses, network affiliations and goodwill,
respectively. The purchase price allocation was finalized during the first quarter of
2004.

# NOTE 12:   OTHER
DEVELOPMENTS

On June 2, 2003, the FCC adopted new
media ownership rules, including a new television/newspaper cross-ownership rule. The new
rule would eliminate the cross-ownership prohibition entirely in markets with nine or more
television stations and permit combinations of one newspaper and one television station in
markets having from four to eight television stations. Under this rule, the Company would
be permitted to retain its newspaper and television operations in each of the five markets
where it owns both  New York, Los Angeles, Chicago, South Florida and Hartford. The
United States Court of Appeals for the Third Circuit stayed the effectiveness of the new
media ownership rules in September 2003 pending its review of an appeal by various public
interest groups challenging the new rules. On June 24, 2004, the Third Circuit remanded
the new media ownership rules to the FCC for further consideration while

---

keeping the stay
in effect. The Company cannot predict with certainty the ultimate effect that the FCC and
Third Circuit proceedings will have on the media ownership rules.

During 1998, Times Mirror, which was
acquired by the Company in 2000, disposed of its Matthew Bender and Mosby subsidiaries in
separate tax-free reorganizations. While the Company strongly believes that these
transactions were completed on a tax-free basis, the Internal Revenue Service
(IRS) has audited the transactions and disagreed with the position taken by
Times Mirror. In 2001, the Company received an IRS adjustment to increase Times
Mirrors 1998 taxable income by approximately $1.6 billion. If the IRS prevails, the
Companys federal and state income tax liability would be approximately $600 million,
plus interest. As of Sept. 26, 2004, the interest on the proposed taxes would be
approximately $315 million. The Company intends to vigorously defend its position in U.S.
Tax Court. A trial date has been scheduled for December 2004. However, the Company does
not expect to receive the Courts decision before the fourth quarter of 2005.

A tax reserve of $180 million, plus
$63 million of interest, relating to these transactions is included in compensation
and other obligations on the unaudited condensed consolidated balance sheets. Times
Mirror established the $180 million tax reserve in 1998 when it entered into the
transactions based on its assessment, along with its tax advisors, of the amount needed to
settle a dispute with the IRS. The Company evaluates the adequacy of this reserve on a
periodic basis. The Company has maintained this initial reserve as no new information has
become available which would warrant a change in that reserve.

In Jan. 2003, the Financial
Accounting Standards Board (FASB) issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46), which
was effective for the Company as of Dec. 29, 2003. FIN 46, as subsequently amended,
provides a new accounting model for determining when to consolidate investments that are
less than wholly owned. The Company holds significant variable interests, as defined by
FIN 46, in CareerBuilder, LLC, Classified Ventures, LLC and CrossMedia Services, Inc., but
the Company has determined that it is not the primary beneficiary of these entities. The
Companys maximum loss exposure related to these entities is limited to its equity
investments in CareerBuilder, LLC, Classified Ventures, LLC and CrossMedia Services, Inc.
which were $80 million, $8 million and $25 million, respectively, at Sept. 26,2004. The
adoption of FIN 46 had no impact on the Company.

---

# NOTE 13:   SEGMENT
INFORMATION

Financial data for each of the Companys business segments are as follows (in thousands):

|                               | Third Quarter Ended |              | Three Quarters Ended
|------------------------------ | ------------------- | ------------ | --------------------
|
|Operating revenues:            |                     |              |                     
|Publishing                     |                     | $    981,457 |                     
|Broadcasting and entertainment |                     | 432,394      |                     
|                               |                     |              |                     
|Total operating revenues       |                     | $ 1,413,851  |                     
|                               |                     |              |                     
|Operating profit (1):          |                    
|Publishing                     |                     | $    131,780 |                     
|Broadcasting and entertainment |                     | 138,355      |                     
|Corporate expenses             |                     | (12,481      | )                   
|                               |                     |              |                     
|Total operating profit         |                     | $    257,654 |                     
|                               |                     |              |                     

|                               | Sept. 26, 2004 |              | Dec. 28, 2003
|------------------------------ | -------------- | ------------ | -------------
|Assets:                        |                |              |              
|Publishing                     |                | $  8,162,827 |              
|Broadcasting and entertainment |                | 4,504,148    |              
|Corporate                      |                | 1,446,139    |              
|                               |                |              |              
|Total assets                   |                | $14,113,114  |              
|                               |                |              |              

(1)    
          Operating profit for each segment excludes interest income and expense, equity
          earnings and losses, non-operating items      
   and income taxes.

---

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

The following discussion compares the
results of operations of Tribune Company and its subsidiaries (the Company)
for the third quarter and first three quarters of 2004 to the third quarter and first
three quarters of 2003. Certain prior year amounts have been reclassified to conform with
the 2004 presentation. These reclassifications had no impact on reported 2003 total
revenues, operating profit or net income.

# FORWARD-LOOKING STATEMENTS

This discussion (including, in
particular, the discussion under Outlook), the information contained in the
preceding notes to the unaudited condensed consolidated financial statements and the
information contained in Item 3, Quantitative and Qualitative Disclosures about
Market Risk, contain certain forward-looking statements that are based largely on
the Companys current expectations. Forward-looking statements are subject to certain
risks, trends and uncertainties that could cause actual results and achievements to differ
materially from those expressed in the forward-looking statements. Such risks, trends and
uncertainties, which in some instances are beyond the Companys control, include:
changes in advertising demand, newsprint prices, cost of broadcast rights, interest rates,
competition and other economic conditions; regulatory and judicial rulings; changes in
accounting standards; adverse results from litigation, governmental investigations or tax
related proceedings or audits; the effect of labor strikes, lock-outs and negotiations;
the effect of acquisitions, investments, divestitures, derivative transactions and
litigation on the Companys results of operations and financial condition; and the
Companys reliance on third-party vendors for various services. Information relating
to the estimated cost of settlement with Newsday and Hoy, New York,
advertisers is based on facts available as of the date of this report. The words
believe, expect, anticipate, estimate,
could, should, intend and similar expressions
generally identify forward-looking statements. Readers are cautioned not to place undue
reliance on such forward-looking statements, which are being made as of the date of this
filing. The Company undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.

# SIGNIFICANT EVENTS

On March 21, 2003, the Company
acquired the stock of KPLR-TV, St. Louis, and the assets of KWBP-TV, Portland, Oregon,
from ACME Communications for a total of $275 million. The Company acquired the stock of
KPLR-TV for $200 million in cash. The acquisition of the assets of KWBP-TV was structured
as a like-kind asset exchange for income tax purposes. It was funded with the remaining
assets of the Denver radio station group (KKHK-FM, now known as KQMT-FM), with an
estimated fair market value of $55 million, plus $20 million in cash.

# RECENT DEVELOPMENTS

On June 17, 2004, the Company
publicly disclosed that it would reduce its reported September 2003 and March 2004
circulation for both Newsday and Hoy, New York. The circulation adjustments
were the result of a review of reported circulation at Newsday and Hoy, New
York, conducted by the Companys internal audit staff and the Audit Bureau of
Circulations (ABC). Since the June 17th disclosure, the
Companys continuing internal review found additional misstatements for these time
periods, as well as misstatements that impact 2001 and 2002.

As a result of the circulation
misstatements for 2001 through 2004, the Company recorded a pretax charge of $35 million
in selling, general and administrative expenses in the second quarter of 2004 as its
estimate of the probable cost to settle with Newsday and Hoy, New York, advertisers
based upon facts available at July 30, 2004, the date of the Companys second quarter
2004 10-Q filing.

On Sept. 10, 2004, based on
information gathered during the third quarter of 2004 from ABCs ongoing audit and
Tribunes internal investigation, the Company publicly disclosed additional revisions
to the reported circulation of Newsday and Hoy, New York, for the September
2003 and March 2004 time periods. Because the additional circulation misstatements found
since July 30, 2004 will increase the cost of settlement with their advertisers, the

---

Company recorded an additional pretax charge of $55 million in selling, general and
administrative expenses in the third quarter of 2004 to increase the estimate of the
probable cost to settle with Newsday and Hoy, New York, advertisers to $90 million.
This new estimate is based upon facts available as of the date of this report. The Company
will continue to evaluate the adequacy of this reserve on an ongoing basis.

In addition, the Securities and
Exchange Commission, the United States Attorney for the Eastern District of New York and
the Nassau County District Attorney are conducting inquiries into the circulation
practices at Newsday and Hoy, New York. The Company is cooperating fully
with these inquiries. At the date of this report, the Company cannot predict with
certainty the outcome of these inquiries.

On July 12, 2004, ABC announced that
it was censuring Newsday and Hoy, New York, for improper circulation
practices. For the next two years, ABC will be auditing Newsday and Hoy, New
York, every six months, instead of annually, and Newsday and Hoy, New York,
will not be able to publish their six-month circulation statistics prior to the completion
of the ABC audits. In addition, both Newsdayand Hoy, New York, must submit
a plan to ABC for correcting their circulation practices. The Company intends to work with
ABC to fully comply with the terms of the censure and does not believe the impact of the
censure will be material. ABCs annual circulation audits at the Companys other
newspapers are ongoing. In addition, during the third quarter of 2004, the Companys
internal auditors began a review of the circulation practices at all of the Companys
newspapers and Chicago magazine which will be completed as soon as practical.

In the second quarter of 2004, the
Company recorded a pretax charge of $17 million related to the elimination of 375
positions in its publishing segment. These position eliminations will result in
compensation expense savings of approximately $6 million in the fourth quarter of 2004 and
$25 million for the full year 2005.

Also, in the second quarter of 2004,
the Company redeemed all of its outstanding $400 million ($396 million net of unamortized
discount) 7.45% debentures due 2009 and retired $66 million ($64 million net of
unamortized discount) of its 7.25% debentures due 2013 and $165 million ($160 million net
of unamortized discount) of its 6.61% debentures due 2027 through cash tender offers. The
Company paid approximately $760 million to retire this debt and, as a result, recorded a
one-time, pretax loss of $141 million in the second quarter of 2004. The Company funded
these transactions with cash and the issuance of commercial paper.

On June 2, 2003, the Federal
Communications Commission (FCC) adopted new media ownership rules, including a
new television/newspaper cross-ownership rule. The new rule would eliminate the
cross-ownership prohibition entirely in markets with nine or more television stations and
permit combinations of one newspaper and one television station in markets having from
four to eight television stations. Under this rule, the Company would be permitted to
retain its newspaper and television operations in each of the five markets where it owns
both  New York, Los Angeles, Chicago, South Florida and Hartford. The United States
Court of Appeals for the Third Circuit stayed the effectiveness of the new media ownership
rules in September 2003 pending its review of an appeal by various public interest groups
challenging the new rules. On June 24, 2004, the Third Circuit remanded the new media
ownership rules to the FCC for further consideration while keeping the stay in effect. The
Company cannot predict with certainty the ultimate effect that the FCC and Third Circuit
proceedings will have on the media ownership rules.

---

# NON-OPERATING ITEMS

The third quarter and first three quarters of 2004 included several
non-operating items, summarized as follows (in millions):

|                                         | Third Quarter EndedSept. 26, 2004 |          | Three Quarters EndedSept. 26, 2004
|---------------------------------------- | --------------------------------- | -------- | ----------------------------------
|
|Loss on change in fair values            |                                   |          |                                   
|of derivatives and related investments   |                                   | $  (20.9 | )                                 
|Loss on early debt retirement            |                                   |         |                                   
|Gain/(loss) on sales of subsidiaries and |                                  
|investments, net                         |                                   | (.2      | )                                 
|Gain/(loss) on investment write-downs    |                                  
|and other, net                           |                                   | .6       |                                   
|                                         |                                   |          |                                   
|Total non-operating items                |                                   | $  (20.5 | )                                 
|                                         |                                   |          |                                   

The 2004 third quarter and first
three quarters change in the fair values of derivatives and related investments related
entirely to the Companys PHONES and related Time Warner investment. In the third
quarter of 2004, the $21 million non-cash pretax loss resulted from a $15 million decrease
in the fair value of 16.0 million shares of Time Warner common stock and a $6 million
increase in the fair value of the derivative component of the Companys PHONES. In
the first three quarters of 2004, the $46 million non-cash pretax loss resulted from a $25
million increase in the fair value of the derivative component of the PHONES and a $21
million decrease in the fair value of 16.0 million shares of Time Warner common stock.

In the second quarter of 2004, the
Company redeemed all of its outstanding $400 million ($396 million net of unamortized
discount) 7.45% debentures due 2009 and retired $66 million ($64 million net of
unamortized discount) of its 7.25% debentures due 2013 and $165 million ($160 million net
of unamortized discount) of its 6.61% debentures due 2027 through cash tender offers. The
Company paid approximately $760 million to retire this debt and, as a result, recorded a
one-time, pretax loss of $141 million in the second quarter of 2004. The Company funded
these transactions with cash and the issuance of commercial paper.

In the first three quarters of 2004,
the gain on sales of subsidiaries and investments related primarily to the sale of the
Companys 50% interest in La Opinión for $20 million, resulting in a
pretax gain of $18 million.

The third quarter and first three
quarters of 2003 also included several non-operating items, summarized as follows (in
millions):

|                                       | Third Quarter EndedSept. 28, 2003 |            | Three Quarters EndedSept. 28, 2003
|-------------------------------------- | --------------------------------- | ---------- | ----------------------------------
|
|Gain on change in fair values          |                                   |            |                                   
|of derivatives and related investments |                                   | $     24.7 |                                   
|Gain on sales of subsidiaries and      |                                  
|investments, net                       |                                   | 9.8        |                                   
|Loss on investment write-downs         |                                  
|and other, net                         |                                   | (3.9       | )                                 
|                                       |                                   |            |                                   
|Total non-operating items              |                                   | $     30.6 |                                   
|                                       |                                   |            |                                   

The 2003 third quarter and first
three quarters change in the fair values of derivatives and related investments related
entirely to the Companys PHONES and related Time Warner investment. In the third
quarter of 2003, the $25 million non-cash pretax gain resulted from a $35 million decrease
in the fair value of the derivative component of the PHONES which was partially offset by
a $10 million decrease in the fair value of 16.0 million shares of Time Warner common
stock. In the first three quarters of 2003, the $42 million non-cash pretax gain resulted
from a $44 million increase in

---

the fair value of 16.0 million shares of Time Warner common
stock, which was partially offset by a $2 million increase in the fair value of the
derivative component of the PHONES.

In the first three quarters of 2003,
the gain on sales of subsidiaries and investments resulted primarily from the divestiture
of the assets of the Companys remaining Denver radio station, KKHK-FM. KKHK-FM, now
known as KQMT-FM, plus cash of $20 million were exchanged for the assets of KWBP-TV,
Portland, Ore. and resulted in a pretax gain of $51 million.

# RESULTS OF OPERATIONS

The Companys results of
operations, when examined on a quarterly basis, reflect the seasonality of the
Companys revenues. Second and fourth quarter advertising revenues are typically
higher than first and third quarter revenues. Results for the second quarter usually
reflect spring advertising, while the fourth quarter includes advertising related to the
holiday season. Results for the 2004 and 2003 third quarters reflect these seasonal
patterns.

# CONSOLIDATED

The Companys consolidated operating results for the third quarters and
first three quarters of 2004 and 2003 are shown in the table below.

|                                        | Third Quarter |            | Three Quarters |           
|--------------------------------------- | ------------- | ---------- | -------------- | ----------
|(In millions, except per share data)   
|                                        |              
|Operating revenues                      |               | $ 1,414    |                | $ 1,385   
|                                        |              
|Operating profit (1)                    |               | $    258   |                | $    314  
|                                        |              
|Net income (loss) on equity investments |               | $       (2 | )              | $        1
|                                        |              
|Net income                              |               | $    122   |                | $    182  
|                                        |              
|Diluted earnings per share              |               | $     .37  |                | $     .53 

* Not meaningful

(1)    
          Operating profit excludes interest income and expense, equity earnings and
          losses, non-operating items and income taxes.

Earnings Per Share
(EPS) Diluted EPS for the 2004 third quarter was $.37 compared with
$.53 in 2003. The 2004 third quarter results included a net non-operating loss of $.04 per
diluted share, while the 2003 third quarter included a net non-operating gain of $.05 per
diluted share. Diluted EPS for the first three quarters of 2004 was $1.01 compared with
$1.61 in 2003. The 2004 first three quarters results included a net non-operating loss of
$.33 per diluted share, while the 2003 first three quarters results included a net
non-operating gain of $.17 per diluted share. Diluted EPS for the third quarter and first
three quarters of 2004 also included a charge of $.10 and $.17 per diluted share,
respectively, related to the anticipated settlement with advertisers regarding misstated
circulation at Newsday and Hoy, New York (see Note 3 to the unaudited
condensed consolidated financial statements in Part I, Item 1, hereof). The first three
quarters of 2004 also included a charge of $.03 per diluted share for the elimination of
375 positions in the publishing group.

---

Operating Revenues and Profit The Companys consolidated
operating revenues, depreciation and amortization expense, and operating profit
by business segment for the third quarter and first three quarters were as follows:

|                                      | Third Quarter |           | Three Quarters |          
|------------------------------------- | ------------- | --------- | -------------- | ---------
|(In millions)                        
|Operating revenues                    |               |           |                |          
|Publishing                            |               | $    982  |                | $    966 
|Broadcasting and entertainment        |               | 432       |                | 419      
|                                      |               |           |                |          
|Total operating revenues              |               | $ 1,414   |                | $ 1,385  
|                                      |               |           |                |          
|                                      |              
|Depreciation and amortization expense |              
|Publishing                            |               | $      43 |                | $      44
|Broadcasting and entertainment        |               | 13        |                | 11       
|Corporate                             |               |          |                | 1        
|                                      |               |           |                |          
|Total depreciation and amortization   |              
|expense                               |               | $      56 |                | $      56
|                                      |               |           |                |          
|                                      |              
|Operating profit (loss) (1)           |              
|Publishing                            |               | $    132  |                | $    192 
|Broadcasting and entertainment        |               | 138       |                | 134      
|Corporate expenses                    |               | (12       | )              | (12      
|                                      |               |           |                |          
|Total operating profit                |               | $    258  |                | $    314 
|                                      |               |           |                |          

(1)    
          Operating profit for each segment excludes interest income and expense,
          equity earnings and losses, non-operating items
           and income taxes.

Consolidated operating revenues for
the 2004 third quarter rose 2% to $1.41 billion from $1.39 billion in 2003 and for the
first three quarters increased 3% to $4.24 billion from $4.13 billion in 2003. These
increases were primarily due to improvements in publishing advertising revenues and a rise
in broadcasting and entertainment television revenues.

Consolidated operating profit
decreased 18%, or $56 million, in the third quarter of 2004 and 12%, or $110 million, in
the first three quarters. Excluding the March 2003 acquisitions of KPLR-TV, St. Louis and
KWBP-TV, Portland (on a comparable basis), consolidated operating profit was
down 12%, or $114 million, in the first three quarters of 2004. Publishing operating
profit decreased 32%, or $60 million, in the third quarter of 2004 and 21%, or $132
million, in the first three quarters. The third quarter and first three quarters
publishing operating profit included pretax charges of $55 million and $90 million,
respectively, related to the anticipated settlement with advertisers regarding misstated
circulation at Newsday and Hoy, New York (see Note 3 to the unaudited
condensed consolidated financial statements in Part I, Item 1, hereof). The first three
quarters of 2004 also included a pretax charge of $17 million for the elimination of 375
positions. Publishing advertising revenues increased 3% and 4% for the third quarter and
first three quarters of 2004, respectively. Broadcasting and entertainment operating
profit was up 4%, or $4 million, in the third quarter of 2004 and 6%, or $22 million, in
the first three quarters primarily due to increased revenue in radio/entertainment in the
third quarter, a rise in television revenues in the first three quarters of 2004 and lower
broadcast rights amortization expense, partially offset by increased benefits expense in
both the third quarter and first three quarters of 2004.

---

Operating Expenses Consolidated operating expenses for the
third quarter and first three quarters were as follows:

|                                    | Third Quarter |         | Three Quarters |        
|----------------------------------- | ------------- | ------- | -------------- | -------
|(In millions)                      
|Cost of sales                       |               | $   700 |                | $   682
|Selling, general and administrative |               | 400     |                | 333    
|Depreciation and amortization       |               | 56      |                | 56     
|                                    |               |         |                |        
|Total operating expenses            |               | $1,156  |                | $1,071 
|                                    |               |         |                |        

Cost of sales increased 3%, or $18
million, in the 2004 third quarter and 3%, or $52 million, in the first three quarters. On
a comparable basis, cost of sales was up 2%, or $46 million, in the first three quarters
of 2004. The increases were primarily due to higher compensation and newsprint and ink
expenses, partially offset by a decline in broadcast rights amortization expense.
Compensation expense increased 5%, or $15 million, in the third quarter of 2004 and 6%, or
$51 million, in the first three quarters primarily due to higher retirement and other
benefit expenses. On a comparable basis, compensation expense increased 6%, or $50
million, in the first three quarters of 2004. Newsprint and ink expense rose 7%, or $7
million, in the third quarter of 2004 and 9%, or $29 million, in the first three quarters,
as average newsprint prices were up 12% in the third quarter and 11% in the first three
quarters of 2004, while consumption decreased 4% for the third quarter and 2% for the
first three quarters of 2004. Broadcast rights amortization expense decreased 3%, or $3
million, in the third quarter of 2004 and 7%, or $22 million, in the first three quarters.
On a comparable basis, broadcast rights amortization declined 9%, or $26 million, in the
first three quarters of 2004.

Selling, general and administrative
expenses (SG&A) were up 20%, or $67 million, in the 2004 third quarter and
17%, or $172 million, in the first three quarters. On a comparable basis, SG&A expense
increased 17%, or $168 million, in the 2004 first three quarters. The increases were
primarily due to higher compensation expense and other SG&A expenses. Compensation
expense increased 2%, or $4 million, in the 2004 third quarter and 10%, or $50 million, in
the first three quarters primarily due to higher retirement and other benefit expenses and
a charge of $17 million for the elimination of 375 positions in the publishing group in
the second quarter of 2004. On a comparable basis, compensation expense rose 9%, or $48
million, in the first three quarters of 2004. Other SG&A expenses for the third
quarter and first three quarters of 2004 include charges of $55 million and $90 million,
respectively, related to the anticipated settlements with advertisers regarding misstated
circulation at Newsday and Hoy, New York (see Note 3 to the unaudited
condensed consolidated financial statements in Part I, Item 1, hereof).

---

# PUBLISHING

Operating Revenues and Profit
The following table presents publishing operating revenues, operating expenses
and operating profit for the third quarter and first three quarters.

|                     | Third Quarter |      | Three Quarters |     
|-------------------- | ------------- | ---- | -------------- | ----
|(In millions)       
|                     |              
|Operating revenues   |               | $982 |                | $966
|                     |              
|Operating expenses   |               | 850  |                | 774 
|                     |               |      |                |     
|                     |              
|Operating profit (1) |               | $132 |                | $192
|                     |               |      |                |     

(1)    
          Operating profit excludes interest income and expense, equity earnings and
          losses, non-operating items and income taxes.

Publishing operating revenues rose 2%
to $1 billion for the third quarter and 3% to $3 billion for the first three quarters of
2004 primarily due to increases in advertising revenue in Chicago, New York, Hartford,
Baltimore and the Spanish language newspapers.

Operating profit for the 2004 third
quarter decreased 32% to $132 million and for the first three quarters decreased 21% to
$493 million mainly as a result of the charges described in the following paragraph,
higher retirement plan and other benefit expenses, an increase in newsprint and ink
expense and the impact of new publications.

As a result of misstatements of
reported circulation at Newsday and Hoy, New York, the Company recorded a
pretax charge of $35 million in the second quarter of 2004 as its estimate of the probable
cost to settle with advertisers based upon facts available at July 30, 2004, the date of
the Companys second quarter 2004 Form 10-Q filing. Since that date, the Company
found additional circulation misstatements, which will increase the cost to settle with
advertisers. As a result, the Company recorded an additional pretax charge of $55 million
in the third quarter of 2004 to increase the estimate of the probable cost to settle with
Newsday and Hoy, New York, advertisers to $90 million. This new estimate is based
upon facts available at the date of this report. The Company will continue to evaluate the
adequacy of this reserve on an ongoing basis (see Note 3 to the unaudited condensed
consolidated financial statements in Part I, Item 1, hereof). Also in the first three
quarters of 2004, the Company recorded a pretax charge of $17 million related to the
elimination of 375 positions. These position eliminations will result in compensation
expense savings of approximately $6 million in the fourth quarter of 2004 and $25 million
for the full year 2005.

Publishing operating revenues, by classification, for the third quarter
and first three quarters were as follows:

|                  | Third Quarter |      | Three Quarters |     
|----------------- | ------------- | ---- | -------------- | ----
|(In millions)    
|Advertising       |               |      |                |     
|Retail            |               | $314 |                | $303
|National          |               | 176  |                | 174 
|Classified        |               | 268  |                | 261 
|                  |               |      |                |     
|Total advertising |               | 758  |                | 738 
|Circulation       |               | 158  |                | 164 
|Other             |               | 66   |                | 64  
|                  |               |      |                |     
|Total revenues    |               | $982 |                | $966
|                  |               |      |                |     

Total advertising revenues rose 3% in
the third quarter and 4% in the first three quarters of 2004. Retail advertising was up
4%, or $11 million, in the third quarter and 5%, or $43 million, in the first three
quarters of 2004 due to increases in the electronics, furniture/home furnishings, food,
health care and hardware categories, which were partially offset by a decline in
department stores. Preprint revenues, which were the primary contributor to the retail
advertising growth, increased 11%, or $16 million, for the third quarter and 9%, or $39
million, for the first three

---

quarters of 2004. Los Angeles led preprint revenue growth
with an increase of 27%, or $8 million, in the third quarter and 20%, or $17 million, in
the first three quarters of 2004. Preprint revenue in Chicago and New York was up 10%, or
$4 million, and 2%, or $0.4 million, respectively, for the third quarter and rose 9%, or
$10 million, and 1%, or $1 million, respectively, in the first three quarters of 2004.
National advertising revenue increased 1%, or $2 million, for the third quarter and 2%, or
$13 million, for the first three quarters of 2004 primarily due to increases in the auto
manufacturers and financial categories, which were partially offset by decreases in
travel/resorts and hi-tech. Classified advertising revenues improved 2%, or $7 million, in
the third quarter and 5%, or $37 million, for the first three quarters of 2004. The third
quarter increase is primarily due to a 10% increase in help wanted and a 7% increase in
real estate, which was partially offset by an 8% decrease in auto. The first three
quarters increase is primarily due to a 12% increase in help wanted and a 5% increase in
real estate, which was partially offset by a 1% decrease in auto. Interactive revenues,
which are included in the above categories, rose 30%, or $8 million, in the third quarter
and 35%, or $24 million, in the first three quarters of 2004 due to strength in classified
and banner/sponsorship advertising.

Advertising volume for the third quarter and first three quarters was as follows:

|                              | Third Quarter |        | Three Quarters |      
|----------------------------- | ------------- | ------ | -------------- | -----
|(Inches in thousands)        
|Full run                      |               |        |                |      
|Retail                        |               | 1,468  |                | 1,397
|National                      |               | 939    |                | 893  
|Classified                    |               | 2,499  |                | 2,633
|                              |               |        |                |      
|Total full run                |               | 4,906  |                | 4,923
|Part run                      |               | 5,196  |                | 4,853
|                              |               |        |                |      
|Total inches                  |               | 10,102 |                | 9,776
|                              |              
|Preprint pieces (in millions) |               | 3,568  |                | 3,046

Full run advertising inches were flat
in the third quarter and increased 3% in the first three quarters of 2004 due to increases
in retail and national advertising categories in the third quarter and first three
quarters of 2004, offset by decreases in the classified advertising category in the third
quarter of 2004. Full run retail advertising inches were up 5% in both periods primarily
due to increases related to the new Spanish language newspapers, Hoy,Chicago, and
Hoy, Los Angeles,partially offset by decreases in Orlando, Fort Lauderdale
and Chicago. Full run national advertising inches increased 5% in both periods primarily
due to increases related to the Spanish language newspapers and Chicago, partially offset
by a decrease at Los Angeles. Full run classified advertising inches fell 5% in the third
quarter and were flat in the first three quarters of 2004 primarily due to decreases in
Fort Lauderdale, Orlando and Los Angeles, partially offset by increases related to the
Spanish language newspapers. Part run advertising inches increased 7% in the third quarter
and 6% in the first three quarters of 2004 primarily due to increases in Chicago and the
Spanish language newspapers. Preprint advertising pieces rose 17% in the third quarter and
13% in the first three quarters of 2004 primarily due to increases in Chicago, Los Angeles
and Fort Lauderdale.

Circulation revenues were down 3% in
the third quarter and 2% in the first three quarters of 2004 primarily due to lower
volumes in New York and Los Angeles.

Other revenues are derived from
advertising placement services; the syndication of columns, features, information and
comics to newspapers; commercial printing operations; delivery of other publications;
direct mail operations; cable television news programming; distribution of entertainment
listings; and other publishing-related activities. Other revenues increased 2%, or $2
million, in the 2004 third quarter and decreased 2%, or $4 million, for the first three
quarters of 2004.

---

Operating Expenses  Operating expenses for the third quarter and
first three quarters were as follows:

|                              | Third Quarter |      | Three Quarters |     
|----------------------------- | ------------- | ---- | -------------- | ----
|(In millions)                
|Compensation                  |               | $332 |                | $323
|Newsprint and ink             |               | 115  |                | 108 
|Circulation                   |               | 117  |                | 112 
|Promotion                     |               | 24   |                | 27  
|Depreciation and amortization |               | 43   |                | 44  
|Other                         |               | 219  |                | 160 
|                              |               |      |                |     
|Total operating expenses      |               | $850 |                | $774
|                              |               |      |                |     

Publishing operating expenses
increased 10%, or $76 million, in the third quarter and 9%, or $210 million, for the first
three quarters of 2004 due to a rise in compensation expense, newsprint and ink expense
and other cash expenses, as well as an increase in expenses related to new publications.
Compensation expense rose 3%, or $9 million, for the third quarter and 7%, or $70 million,
in the first three quarters of 2004 primarily due to higher retirement and other benefit
expenses and the $17 million charge in the second quarter of 2004 related to the
elimination of 375 positions. Newsprint and ink expense was up 7%, or $7 million, in the
third quarter and 9%, or $29 million, for the first three quarters of 2004, as average
newsprint prices increased 12% in the third quarter and 11% in the first three quarters,
while consumption decreased 4% for the third quarter and 2% for the first three quarters
of 2004. Other cash expenses increased 37%, or $59 million, in the third quarter and 19%,
or $95 million, in the first three quarters of 2004 primarily due to the $55 million
charge in the third quarter and $90 million charge in the first three quarters of 2004 for
the estimated cost to settle with advertisers as a result of the reduced reported
circulation at Newsday and Hoy, New York (see Note 3 to the unaudited
condensed consolidated financial statements in Part I, Item 1, hereof). The increase in
operating expenses associated with new publications, included in the above categories,
totaled about $9 million and $27 million in the third quarter and first three quarters of
2004, respectively.

# BROADCASTING AND
ENTERTAINMENT

Operating Revenues and Profit The following table presents
broadcasting and entertainment operating revenues, operating expenses and
operating profit for the third quarter and first three quarters.
Entertainment includes Tribune Entertainment and the Chicago Cubs.

|                         | Third Quarter |      | Three Quarters |     
|------------------------ | ------------- | ---- | -------------- | ----
|(In millions)           
|Operating revenues       |               |      |                |     
|Television               |               | $327 |                | $327
|Radio/entertainment      |               | 105  |                | 92  
|                         |               |      |                |     
|Total operating revenues |               | $432 |                | $419
|                         |               |      |                |     
|Operating expenses       |              
|Television               |               | $206 |                | $206
|Radio/entertainment      |               | 88   |                | 79  
|                         |               |      |                |     
|Total operating expenses |               | $294 |                | $285
|                         |               |      |                |     
|Operating profit (1)     |              
|Television               |               | $121 |                | $121
|Radio/entertainment      |               | 17   |                | 13  
|                         |               |      |                |     
|Total operating profit   |               | $138 |                | $134
|                         |               |      |                |     

(1)    
          Operating profit excludes interest income and expense, equity earnings and
          losses, non-operating items and income taxes.

---

Broadcasting and entertainment
operating revenues increased 3%, or $13 million, in the 2004 third quarter and 3%, or $39
million, in the first three quarters. The increases were mainly due to a rise in revenues
in radio/entertainment in the third quarter of 2004 and higher television revenues in the
first three quarters of 2004. Excluding the March 2003 acquisitions of KPLR-TV, St. Louis
and KWBP-TV, Portland (on a comparable basis), broadcasting and entertainment
operating revenues increased 2%, or $26 million, in the first three quarters of 2004.
Television revenues were flat in the third quarter and increased 3%, or $31 million, for
the first three quarters of 2004 due to higher advertising revenues. Television
advertising revenues were flat in the third quarter and increased 3%, or $30 million, for
the first three quarters of 2004. Television advertising growth was driven by increases in
the telecom and education categories, partially offset by softness in movies and
automobiles. On a comparable basis, television advertising revenues were up 1%, or $15
million, in the first three quarters of 2004.

Operating profit for broadcasting and
entertainment was up 4%, or $4 million, in the 2004 third quarter and 6%, or $22 million,
for the first three quarters. On a comparable basis, operating profit was up 5%, or $18
million, in the first three quarters of 2004. The third quarter 2004 increase was
primarily due to an increase in revenue in radio/entertainment and lower broadcast rights
amortization expense, partially offset by increased benefits expense. The first three
quarters increase was primarily due to higher television revenues and lower broadcast
rights amortization expense, partially offset by increased benefits expense. Television
operating profit was flat in the 2004 third quarter and increased 6%, or $20 million, for
the first three quarters of 2004. On a comparable basis, television operating profit rose
5%, or $16 million, in the first three quarters of 2004.

Operating Expenses  Operating expenses for the third quarter
and first three quarters were as follows:

|                              | Third Quarter |      | Three Quarters |     
|----------------------------- | ------------- | ---- | -------------- | ----
|(In millions)                
|Compensation                  |               | $134 |                | $124
|Broadcast rights amortization |               | 92   |                | 95  
|Depreciation and amortization |               | 13   |                | 11  
|Other                         |               | 55   |                | 55  
|                              |               |      |                |     
|Total operating expenses      |               | $294 |                | $285
|                              |               |      |                |     

Broadcasting and entertainment
operating expenses increased 3%, or $9 million, in the third quarter of 2004 and 2%, or
$17 million, for the first three quarters. On a comparable basis, broadcasting and
entertainment operating expenses were up $7 million in the first three quarters of 2004.
The higher expenses were due to increases in compensation expense and other cash expenses,
partially offset by a decline in broadcast rights amortization expense. Compensation
expense increased 8%, or $10 million, in the 2004 third quarter and 9%, or $27 million, in
the first three quarters primarily due to higher benefits expense. On a comparable basis,
compensation expense increased 8%, or $24 million, in the 2004 first three quarters. Other
cash expenses were up 1% in the third quarter and up 5%, or $9 million, in the first three
quarters due to higher selling and administrative costs. On a comparable basis, other cash
expenses increased 4%, or $6 million, in the first three quarters of 2004. Broadcast
rights amortization expense decreased 3%, or $3 million, in the third quarter of 2004 and
7%, or $22 million, for the first three quarters. On a comparable basis, broadcast rights
amortization decreased 9%, or $26 million, in the first three quarters of 2004.

# CORPORATE EXPENSES

Corporate expenses for the 2004 third
quarter increased 3% to $12.5 million compared to $12.1 million in the third quarter of
2003. Corporate expenses for the first three quarters of 2004 increased 1% to $38.1
million. The increases were primarily due to higher retirement plan expense.

---

# EQUITY RESULTS

Net equity loss totaled $1.6 million
in the 2004 third quarter, compared with equity income of $0.8 million in 2003. The third
quarter 2004 change was primarily due to increased equity losses from the WB Network and
CareerBuilder, partially offset by additional equity income from TV Food Network. Net
equity loss for the 2004 first three quarters was down $5 million from 2003 results. The
improvement was primarily due to increased equity income from TV Food Network.

# INTEREST AND INCOME TAXES

Interest expense for the 2004 third
quarter decreased 28% to $35 million, and for the first three quarters decreased 21% to
$118 million primarily due to the retirement of higher interest rate debt, which was
replaced with commercial paper in the second quarter of 2004. Interest income for the 2004
third quarter decreased to $0.3 million from $1 million in 2003, and for the first three
quarters declined to $3 million from $5 million in 2003.

The effective tax rate in the 2004
third quarter and first three quarters was 39.4% and 39.3%, respectively, compared with a
rate of 38.8% in both the third quarter and first three quarters of 2003.

# LIQUIDITY AND CAPITAL
RESOURCES

Cash flow generated from operations
is the Companys primary source of liquidity. Net cash provided by operations in the
first three quarters was $819 million in 2004, down from $879 million in 2003. The
decrease was mainly due to changes in working capital requirements. The Company expects to
fund dividends, capital expenditures and other operating requirements with net cash
provided by operations. Funding required for share repurchases and acquisitions is
financed by available cash flow from operations and, if necessary, by the issuance of debt
and stock.

Net cash used for investments totaled
$130 million in the first three quarters of 2004. The Company spent $123 million for
capital expenditures and $46 million in cash for investments and received $38 million from
the sale of investments in the first three quarters of 2004.

Net cash used for financing
activities in the 2004 first three quarters was $810 million and included repayments of
long-term debt, repurchases of common stock and payments of dividends, partially offset by
net proceeds from the issuance of commercial paper and from sales of stock to employees.
The Company repaid $818 million of long-term debt during the first three quarters of 2004,
$620 million of which related to the early retirement of debt in the second quarter at a
cash premium of $137 million. The Company repurchased 13.6 million shares of its common
stock in the first three quarters of 2004. At Sept. 26, 2004, the Company had
authorization to repurchase an additional $684 million of its common stock. Quarterly
dividends on the Companys common stock increased from $.11 in 2003 to $.12 per share
in 2004.

The Company has revolving credit
agreements with a number of financial institutions providing for borrowings in an
aggregate amount of up to $1.0 billion. As of Sept. 26, 2004, no amounts were borrowed
under these credit agreements.

The Company regularly issues
commercial paper for cash requirements and maintains revolving credit agreements equal to
or in excess of any commercial paper outstanding. As of Sept. 26, 2004, the Company had
$826 million of commercial paper outstanding. The Companys commercial paper is rated
A-1, P-2 and F-1 by Standard & Poors,
Moodys Investors Services (Moodys) and Fitch Ratings
(Fitch), respectively. The Companys senior unsecured long-term debt was
rated A by Standard & Poors, A3 by Moodys, and
A by Fitch.

During 1998, Times Mirror, which was
acquired by the Company in 2000, disposed of its Matthew Bender and Mosby subsidiaries in
separate tax-free reorganizations. While the Company strongly believes that these
transactions were completed on a tax-free basis, the Internal Revenue Service
(IRS) has audited the transactions and disagreed with the position taken by
Times Mirror. In 2001, the Company received an IRS adjustment to increase Times
Mirrors 1998 taxable income by approximately $1.6 billion. If the IRS prevails, the
Companys

---

federal and state income tax liability would be approximately $600 million,
plus interest. As of Sept. 26, 2004, the interest on the proposed taxes would be
approximately $315 million. The Company intends to vigorously defend its position in U.S.
Tax Court. A trial date has been scheduled for December 2004. However, the Company does
not expect to receive the Courts decision before the fourth quarter of 2005.

A tax reserve of $180 million, plus
$63 million of interest, relating to these transactions is included in compensation
and other obligations on the unaudited condensed consolidated balance sheets. Times
Mirror established the $180 million tax reserve in 1998 when it entered into the
transactions based on its assessment, along with its tax advisors, of the amount needed to
settle a dispute with the IRS. The Company evaluates the adequacy of this reserve on a
periodic basis. The Company has maintained this initial reserve as no new information has
become available which would warrant a change in that reserve.

The resolutions of the Companys
tax issues are unpredictable and could result in tax liabilities that are significantly
higher or lower than what has been provided by the Company.

Off-Balance Sheet Arrangements Off-balance sheet arrangements as defined by the Securities and Exchange
Commission include the following four items: obligations under certain guarantees or
contracts; retained or contingent interests in assets transferred to an unconsolidated
entity or similar arrangements; obligations under certain derivative arrangements; and
obligations under material variable interests. The Company has not entered into any
material arrangements, which would fall under the four types of off-balance sheet
arrangements, as defined by the Securities and Exchange Commission, which would be
reasonably likely to have a current or future material effect on the Companys
financial condition, revenues or expenses, results of operations, liquidity or capital
expenditures.

# OUTLOOK

Consolidated revenues for the fourth
quarter of 2004 are expected to grow in the low single digit percent range and will
continue to be impacted by many factors, including changes in national and local economic
conditions, consumer confidence, job creation and unemployment rates. Consolidated
operating expenses for the fourth quarter of 2004 are expected to increase in the low
single digit percent range due to higher expenses for retirement and medical plans,
newsprint and the impact of new publications. Fourth quarter interest expense is expected
to decrease from 2003 due to a lower average debt level and the impact of the debt
refinancing in the second quarter of 2004. The effective income tax rate for 2004 is
expected to be approximately 39%.

---

# ITEM 3.  QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The following represents an update of
the Companys market-sensitive financial information. This information contains
forward-looking statements and should be read in conjunction with the Companys
Annual Report on Form 10-K for the fiscal year ended Dec. 28, 2003.

# EQUITY PRICE RISKS

Available-for-sale securities.
The Company has common stock investments in several publicly traded companies that are
subject to market price volatility. Except for 16 million shares of Time Warner common
stock (see discussion below), these investments are classified as available-for-sale
securities and are recorded on the balance sheet at fair value with unrealized gains or
losses, net of related tax effects, reported in the accumulated other comprehensive income
component of shareholders equity.

The following analysis presents the
hypothetical change in the fair value of the Companys common stock investments in
publicly traded companies that are classified as available-for-sale, assuming hypothetical
stock price fluctuations of plus or minus 10%, 20% and 30% in each stocks price.

|                 | Valuation of InvestmentsAssuming Indicated Decreasein Each Stock's Price | Sept. 26, 2004 | Valuation of InvestmentsAssuming Indicated Increasein Each Stock's Price
|---------------- | ------------------------------------------------------------------------ | -------------- | ------------------------------------------------------------------------
|(In thousands)  
|Common stock     |                                                                          |                |                                                                         
|investments in   |                                                                         
|public companies |                                                                          | $36,887        |                                                                         

|(1) |  | Includes approximately 3 million shares of Time Warner common stock valued at
               $52 million. Excludes 16 million shares of Time Warner common stock. See
               discussion below.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the last 12 quarters, market
price movements caused the fair value of the Companys common stock investments in
publicly traded companies to change by 10% or more in five of the quarters, by 20% or more
in three of the quarters and by 30% or more in two of the quarters.

Derivatives and related trading
securities. The Company has issued 8 million PHONES indexed to the value of its
investment in 16 million shares of Time Warner common stock (see Note 8 to the
Companys consolidated financial statements in the 2003 Annual Report on Form 10-K).
This investment in Time Warner is classified as a trading security, and changes in its
fair value, as well as changes in the fair value of the related derivative component of
the PHONES, are recorded in the statement of income. Since the issuance of the PHONES in
April 1999, there have been and may continue to be periods with significant non-cash
increases or decreases to the Companys net income pertaining to the PHONES and the
related Time Warner shares.

At maturity, the PHONES will be
redeemed at the greater of the then market value of two shares of Time Warner common stock
or $157 per PHONES. At Sept. 26, 2004, the PHONES carrying value was approximately $568
million.

---

The following analysis presents the
hypothetical change in the fair value of the Companys 16 million shares of Time
Warner common stock related to the PHONES, assuming hypothetical stock price fluctuations
of plus or minus 10%, 20% and 30% in the stocks price.

|                         | Valuation of InvestmentsAssuming Indicated Decreasein the Stock's Price | Sept. 26, 2004 | Valuation of InvestmentsAssuming Indicated Increasein the Stock's Price
|------------------------ | ----------------------------------------------------------------------- | -------------- | -----------------------------------------------------------------------
|(In thousands)          
|
|Time Warner common stock |                                                                         | $184,800       |                                                                        

During the last 12 quarters, market
price movements have caused the fair value of the Companys 16 million shares in Time
Warner common stock to change by 10% or more in five of the quarters, by 20% or more in
three of the quarters and by 30% or more in two of the quarters.

# ITEM 4. CONTROLS AND
PROCEDURES.

As of Sept. 26, 2004, the
Companys management, including the Chairman, President and Chief Executive Officer
and the Senior Vice President/Finance and Administration (Chief Financial Officer),
carried out an evaluation of the effectiveness of the design and operation of the
Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).
Based upon that evaluation, the Companys Chairman, President and Chief Executive
Officer and Senior Vice President/Finance and Administration (Chief Financial Officer)
concluded that the Companys disclosure controls and procedures are effective in
timely alerting them to material information required to be included in the Companys
periodic SEC filings, including this quarterly report.

There has been no change in the
Companys internal controls over financial reporting that occurred during the
Companys fiscal quarter ended Sept. 26, 2004 that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial
reporting.

---

# PART II.   OTHER
INFORMATION

# ITEM 1.   LEGAL
PROCEEDINGS.

The information contained in Note 3
and Note 12 to the unaudited condensed consolidated financial statements in Part I, Item 1
hereof is incorporated herein by reference.

# ITEM 2.   CHANGES IN
SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES.

In 2000, the Companys Board of
Directors authorized the Company to repurchase $2.5 billion of its common stock. Through
Dec. 28, 2003, the Company repurchased 28.7 million shares of its common stock at a cost
of $1.2 billion under this authorization. Repurchases, by fiscal period, for the first
three quarters of 2004 were as follows (in thousands, except average price):

|                                        | SharesRepurchased |       | AveragePrice |           | Total Number ofShares Repurchased |        | Value of Sharesthat May Yet beRepurchased |           
|--------------------------------------- | ----------------- | ----- | ------------ | --------- | --------------------------------- | ------ | ----------------------------------------- | ----------
|Period 1 (5 weeks ended Feb. 1, 2004)   |                   |      |              | $        |                                   | 28,719 |                                           | $1,332,497
|Period 2 (4 weeks ended Feb. 29, 2004)  |                   | 411   |              | 50.51     |                                   | 29,130 |                                           | 1,311,728 
|Period 3 (4 weeks ended March 28, 2004) |                   | 1,157 |              | 49.92     |                                   | 30,287 |                                           | 1,253,976 
|Period 4 (4 weeks ended April 25, 2004) |                   | 1,536 |              | 49.01     |                                   | 31,823 |                                           | 1,178,698 
|Period 5 (4 weeks ended May 23, 2004)   |                   | 5,098 |              | 47.74     |                                   | 36,921 |                                           | 935,317   
|Period 6 (5 weeks ended June 27, 2004)  |                   | 4,329 |              | 47.51     |                                   | 41,250 |                                           | 729,632   
|Period 7 (5 weeks ended Aug. 1, 2004)   |                   | 634   |              | 45.49     |                                   | 41,884 |                                           | 700,793   
|Period 8 (4 weeks ended Aug. 29, 2004)  |                   |      |              |          |                                   | 41,884 |                                           | 700,793   
|Period 9 (4 weeks ended Sept. 26, 2004) |                   | 397   |              | 41.21     |                                   | 42,281 |                                           | 684,421   

# ITEM 6.  EXHIBITS AND
REPORTS ON FORM 8-K.

|(a) | Exhibits.
|--- | ---------

| | 31.1  Certification of Dennis J. FitzSimons, Chairman, President and Chief Executive
Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2  Certification of Donald C. Grenesko, Senior Vice President/Finance and
Administration (Chief Financial Officer) of the Company, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1  Certification of Dennis J. FitzSimons, Chairman, President and Chief Executive
Officer of the Company, pursuant to 18 United States Code Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.2  Certification of Donald C. Grenesko, Senior Vice President/Finance and
Administration (Chief Financial Officer) of the Company, pursuant to 18 United States
Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Reports on Form 8-K.
|--- | --------------------

| | On July 15, 2004, the Company furnished a report on Form 8-K that included a press release
announcing the Companys second quarter 2004 earnings.
| | -------------------------------------------------------------------------------------------------------------------------------------------------

| | On September 10, 2004, the Company filed a report on Form 8-K that included a press release
updating Newsday and Hoy, New York, circulation figures and increasing its
estimate of the total cost to settle advertiser claims relating to reduced circulation at
Newsday and Hoy, New York.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# SIGNATURE

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

|                        | TRIBUNE COMPANY    
        (Registrant)                                                                                                                                      
|----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:  October 29, 2004 | /s/  R. Mark Mallory   
          R. Mark Mallory      Vice President and Controller
              (on behalf of the Registrant
              and as Chief Accounting Officer)