---

# 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 /    /

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

At
October 21, 2005 there were 308,021,283 shares outstanding of the Companys Common
Stock ($.01 par value per share), excluding 83,441,765 shares held by subsidiaries and
affiliates of the Company.

---

# PART I. FINANCIAL
INFORMATION

# ITEM 1. FINANCIAL
STATEMENTS.

|                                                    | Third Quarter Ended |                 | Three Quarters Ended
|--------------------------------------------------- | ------------------- | --------------- | --------------------
|
|Operating Revenues                                  |                     | $ 1,402,810     |                     
|                                                    |                    
|Operating Expenses                                  |                    
|Cost of sales (exclusive of items shown below)      |                     | 707,774         |                     
|Selling, general and administrative                 |                     | 352,100         |                     
|Depreciation                                        |                     | 50,823          |                     
|Amortization of intangible assets                   |                     | 4,802           |                     
|                                                    |                     |                 |                     
|Total operating expenses                            |                     | 1,115,499       |                     
|                                                    |                     |                 |                     
|                                                    |                    
|Operating Profit                                    |                     | 287,311         |                     
|                                                    |                    
|Net income (loss) on equity investments             |                     | 8,051           |                     
|Interest and dividend income                        |                     | 2,888           |                     
|Interest expense                                    |                     | (38,617         | )                   
|Gain (loss) on change in fair values of derivatives |                    
|and related investments                             |                     | 27,120          |                     
|Loss on early debt retirement                       |                     |                |                     
|Gain (loss) on sales of subsidiaries and            |                    
|investments, net                                    |                     | 487             |                     
|Other, net                                          |                     | (432            | )                   
|                                                    |                     |                 |                     
|                                                    |                    
|Income Before Income Taxes                          |                     | 286,808         |                     
|Income taxes (Note 7)                               |                     | (262,797        | )                   
|                                                    |                     |                 |                     
|                                                    |                    
|Net Income                                          |                     | 24,011          |                     
|Preferred dividends                                 |                     | (2,090          | )                   
|                                                    |                     |                 |                     
|                                                    |                    
|Net Income Attributable to Common Shares            |                     | $      21,921   |                     
|                                                    |                     |                 |                     
|                                                    |                    
|Earnings Per Share (Note 2):                        |                    
|                                                    |                    
|                                                    |                    
|Basic                                               |                     | $           .07 |                     
|                                                    |                     |                 |                     
|                                                    |                    
|Diluted                                             |                     | $           .07 |                     
|                                                    |                     |                 |                     
|                                                    |                    
|Dividends per common share                          |                     | $           .18 |                     
|                                                    |                     |                 |                     

---

|                                         | Sept. 25, 2005 |                | Dec. 26, 2004
|---------------------------------------- | -------------- | -------------- | -------------
|Assets                                   |                |                |              
|                                         |               
|Current Assets                           |               
|Cash and cash equivalents                |                | $      130,907 |              
|Accounts receivable, net                 |                | 777,407        |              
|Inventories                              |                | 41,558         |              
|Broadcast rights, net                    |                | 284,882        |              
|Deferred income taxes                    |                | 82,237         |              
|Prepaid expenses and other               |                | 53,071         |              
|                                         |                |                |              
|Total current assets                     |                | 1,370,062      |              
|                                         |                |                |              
|                                         |               
|Properties                               |               
|Property, plant and equipment            |                | 3,581,816      |              
|Accumulated depreciation                 |                | (1,842,949     | )            
|                                         |                |                |              
|Net properties                           |                | 1,738,867      |              
|                                         |                |                |              
|                                         |               
|Other Assets                             |               
|Broadcast rights, net                    |                | 407,437        |              
|Goodwill                                 |                | 5,927,481      |              
|Other intangible assets, net             |                | 3,112,081      |              
|Time Warner stock related to PHONES debt |                | 287,680        |              
|Other investments                        |                | 632,555        |              
|Prepaid pension costs                    |                | 861,973        |              
|Other                                    |                | 156,602        |              
|                                         |                |                |              
|Total other assets                       |                | 11,385,809     |              
|                                         |                |                |              
|Total assets                             |                | $ 14,494,738   |              
|                                         |                |                |              

---

|                                                                 | Sept. 25, 2005 |                 | Dec. 26, 2004
|---------------------------------------------------------------- | -------------- | --------------- | -------------
|Liabilities and Shareholders' Equity                             |                |                 |              
|                                                                 |               
|Current Liabilities                                              |               
|Long-term debt due within one year                               |                | $        17,297 |              
|Contracts payable for broadcast rights                           |                | 320,567         |              
|Deferred income                                                  |                | 79,715          |              
|Income taxes payable (Note 7)                                    |                | 838,262         |              
|Accounts payable, accrued expenses and other current liabilities |                | 580,768         |              
|                                                                 |                |                 |              
|Total current liabilities                                        |                | 1,836,609       |              
|                                                                 |                |                 |              
|                                                                 |               
|Long-Term Debt                                                   |               
|PHONES debt related to Time Warner stock                         |                | 487,939         |              
|Other long-term debt (less portions due within one year)         |                | 1,957,038       |              
|                                                                 |                |                 |              
|Total long-term debt                                             |                | 2,444,977       |              
|                                                                 |                |                 |              
|                                                                 |               
|Other Non-Current Liabilities                                    |               
|Deferred income taxes                                            |                | 2,340,382       |              
|Contracts payable for broadcast rights                           |                | 560,056         |              
|Compensation and other obligations                               |                | 547,116         |              
|                                                                 |                |                 |              
|Total other non-current liabilities                              |                | 3,447,554       |              
|                                                                 |                |                 |              
|                                                                 |               
|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                      |                | 6,850,337       |              
|Retained earnings                                                |                | 2,812,938       |              
|Treasury common stock (at cost)                                  |                | (3,014,661      | )            
|Accumulated other comprehensive income                           |                | 10,117          |              
|                                                                 |                |                 |              
|Total shareholders' equity                                       |                | 6,765,598       |              
|                                                                 |                |                 |              
|Total liabilities and shareholders' equity                       |                | $ 14,494,738    |              
|                                                                 |                |                 |              

---

|                                                         | 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       |                     
|(Gain) loss on investment write-downs and other, net     |                     
|Income tax adjustments (Note 7)                          |                     
|Depreciation                                             |                     
|Amortization of intangible assets                        |                     
|Net (income) loss on equity investments                  |                     
|Deferred income taxes                                    |                     
|Tax benefit on stock options exercised                   |                     
|Decrease in accounts receivable                          |                     
|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                                                |                     
|(Repayments) issuances of commercial paper, net          |                     
|Repayments of long-term debt                             |                     
|Issuance of long-term debt                               |                     
|Long-term debt issuance costs                            |                     
|Premium on early debt retirement                         |                     
|Sales of common stock to employees, net                  |                     
|Purchases of Tribune 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                |                     
|                                                         |                     

---

# 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. 25, 2005 and the
results of their operations for the third quarters and first three quarters ended Sept.
25, 2005 and Sept. 26, 2004 and cash flows for the first three quarters ended Sept. 25,
2005 and Sept. 26, 2004. 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 2005
presentation. These reclassifications had no impact on reported 2004 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                                 |                     | $   24,011    |                     
|Preferred dividends                        |                     | (2,090        | )                   
|                                           |                     |               |                     
|Net income attributable to common shares   |                     | $   21,921    |                     
|Weighted average common shares outstanding |                     | 311,345       |                     
|                                           |                     |               |                     
|Basic EPS                                  |                     | $         .07 |                     
|                                           |                     |               |                     
|                                           |                    
|Diluted EPS:                               |                    
|Net income                                 |                     | $   24,011    |                     
|Preferred dividends                        |                     | (2,090        | )                   
|                                           |                     |               |                     
|Net income attributable to common shares   |                     | $   21,921    |                     
|                                           |                     |               |                     
|                                           |                    
|Weighted average common shares outstanding |                     | 311,345       |                     
|Assumed exercise of stock options, net of  |                    
|common shares assumed repurchased          |                    
|with the proceeds                          |                     | 2,452         |                     
|                                           |                     |               |                     
|Adjusted weighted average common shares    |                    
|outstanding                                |                     | 313,797       |                     
|                                           |                     |               |                     
|Diluted EPS                                |                     | $         .07 |                     
|                                           |                     |               |                     

Basic EPS is computed by dividing net
income attributable to common shares by the weighted average number of common shares
outstanding during the period. In the third quarter and first three quarters diluted EPS
calculations for both 2005 and 2004, 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 2005 and 2004 third quarter calculations of diluted EPS, 2.9
million and 2.5 million shares, respectively, of the Companys Series C, D-1 and D-2
convertible preferred stocks, and 36.2 million and 21.0 million shares, respectively, of
the Companys outstanding options were not reflected because their effects were
antidilutive. In the 2005 and 2004 first three quarters calculations of diluted EPS, 2.8
million and 2.3 million shares, respectively, of the Companys Series C, D-1 and D-2
convertible preferred stocks, and 34.0 million and 9.8 million shares, respectively, of
the Companys outstanding options were not reflected because their effects were
antidilutive.

---

# NOTE 3:   MATTHEW BENDER
AND MOSBY TAX LIABILITIES

During 1998, Times Mirror, which was
acquired by the Company in 2000, disposed of its Matthew Bender and Mosby subsidiaries in
separate transactions, which were structured to qualify as tax-free reorganizations under
the Internal Revenue Code. The Company believes these transactions were completed on a
tax-free basis. However, the Internal Revenue Service (IRS) audited the
transactions and disagreed with the position taken by Times Mirror. In the fourth quarter
of 2001, the Company received an IRS adjustment to increase Times Mirrors 1998
taxable income by approximately $1.6 billion. The Company filed a petition in United States Tax
Court in November 2002 to contest the IRS position, and in December 2004, the Company
presented its position in United States Tax Court.

On Sept. 27, 2005, the United States Tax Court
issued an opinion contrary to the Companys position and determined that the Matthew
Bender transaction was a taxable sale. Since the Matthew Bender and Mosby transactions are
similar, the Company expects the Tax Court to issue an adverse opinion on the Mosby
transaction as well. Taxes and related interest for both the Matthew Bender and Mosby
transactions total approximately $1 billion. Over time, deductions for state taxes and
interest are expected to reduce the net cash outlay to approximately $837 million.

The Company will appeal the Tax Court
ruling to the United States Court of Appeals for the Seventh Circuit. The Company does not expect a
ruling before the first half of 2007. The Company cannot predict with certainty the
outcome of this appeal.

Times Mirror established a tax
reserve of $180 million in 1998 when it entered into the transactions. The reserve
represented Times Mirrors best estimate of the amount the expected IRS and state
income tax claims could be settled for based upon an analysis of the facts and
circumstances surrounding the issue. In accordance with Emerging Issues Task Force
(EITF) Issue No. 93-7, Uncertainties Related to Income Taxes in a
Purchase Business Combination, the Company treated this item as an uncertain tax
position at the time of the Times Mirror acquisition in 2000 and concluded that the
estimate determined by Times Mirror was the most appropriate estimate of the exposure. The
Company has maintained this initial reserve, plus interest, and has evaluated the adequacy
of the reserve on a periodic basis. At Dec. 26, 2004, the reserve, including pretax
interest of $66 million, totaled $246 million ($221 million after including the tax
benefit of the interest). In the first three quarters of 2005, the Company recorded
additional after-tax interest of $7 million on the reserve.

As a result of the Tax Court ruling,
the Company increased its tax reserve by an additional $609 million in the third quarter
of 2005 by recording additional income tax expense of $150 million, representing
additional after-tax interest applicable to the post-acquisition period, and goodwill of
$459 million. In accordance with EITF No. 93-7, the Company adjusted goodwill because the
tax contingencies existed at the time of the Times Mirror acquisition. The adjusted tax
reserve of $837 million is included in income taxes payable in the
Companys Sept. 25, 2005 unaudited condensed consolidated balance sheet. The Dec. 26,
2004 reserve of $221 million is included in compensation and other obligations
in the Companys Dec. 26, 2004 condensed consolidated balance sheet.

A summary of the activity with
respect to the Matthew Bender and Mosby tax reserve is as follows (in millions):

|                                                                            | 
|--------------------------------------------------------------------------- | 
|Reserve at Dec. 26, 2004:                                                   | 
|Tax                                                                         | 
|After-tax interest ($66 million pretax)                                     | 
|                                                                            | 
|Reserve at Dec. 26, 2004 (included in "compensation and other obligations") | 
|After-tax interest recorded in income tax expense                           | 
|in the first three quarters of 2005 ($11 million pretax)                    | 
|Additional reserve recorded as a result of the Tax Court ruling:            | 
|Charged to income tax expense                                               | 
|Additional goodwill                                                         | 
|                                                                            | 
|Total additional reserve                                                    | 
|                                                                            | 
|Reserve at Sept. 25, 2005 (included in "income taxes payable")              | 
|                                                                            | 

---

On Sept. 30, 2005, the Company paid $880
million to the IRS, representing the federal tax and interest owed on the transactions,
and financed the payment through the issuance of commercial paper. The Company expects to
make related state tax and interest payments of approximately $125 million by mid 2006.

# NOTE 4:  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. The Company intends to vigorously defend these suits.

On June 17, 2004, the Company
publicly disclosed that it would reduce its reported circulation for both Newsday
and Hoy, New York, for the 12-month period ending Sept. 30, 2003 and the six-month
period ending March 31, 2004. 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). Subsequent to the June 17th disclosure, the Company
continued its internal review and found additional misstatements for these time periods,
as well as misstatements that impacted the 12-month period ending Sept. 30, 2002. On Sept.
10, 2004, the Company announced additional revisions to the circulation figures for
Newsday and Hoy, New York, for the 12-month period ending Sept. 30, 2003 and
the six-month period ending March 31, 2004. In November 2004, ABC released its audit
reports for Newsday and Hoy, New York, for the 12-month period ending Sept.
30, 2003. In March 2005, ABC released its audit reports for Newsday for the
six-month periods ending March 31, 2004 and Sept. 30, 2004. In May 2005, ABC released its
audit reports for Hoy, New York, for the six-month periods ending March 31, 2004
and Sept. 30, 2004. Audited circulation figures for both Newsday and Hoy,
New York, for these periods were within the ranges previously disclosed. After releasing
these reports, ABC recalled Newsdays audit report and Publishers
Statements covering the 12-month period ending Sept. 30, 2002 and all of Hoy,New
Yorks audit reports and Publishers Statements covering the periods ending
March 31, 2000 through Sept. 30, 2002, stating that, due to insufficient information, they
could not verify circulation for those periods. ABC also withdrew its unqualified
opinion as to the material fairness of the circulation reported for Newsday for the
12-month periods ending Sept. 30, 2000 and Sept. 30, 2001, again citing insufficient
information necessary to confirm the unqualified opinions. ABCs circulation audit at
Newsday for the six-month period ending March 31, 2005 was issued in October 2005 with no
significant adjustments. ABCs circulation audit at Hoy, New York for the six-month
period ending March 31, 2005 is expected to be issued by year-end 2005.

As a result of the 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 initial estimate of the
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. Subsequent to that date, the
Company found additional circulation misstatements, which increased 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 a total of $90 million. The
Company will continue to evaluate the adequacy of this charge on an ongoing basis.

A summary of the activity with
respect to the Newsday and Hoy, New York, advertiser settlement accrual is
as follows (in millions):

|                                                        | 
|------------------------------------------------------- | 
|Advertiser settlement accrual balance at Dec. 28, 2003  | 
|2004 provision                                          | 
|2004 payments                                           | 
|                                                        | 
|Advertiser settlement accrual balance at Dec. 26, 2004  | 
|Three quarters 2005 payments                            | 
|                                                        | 
|Advertiser settlement accrual balance at Sept. 25, 2005 | 
|                                                        | 

---

In addition to the advertiser
lawsuits, several class action and shareholder derivative suits have been filed against
the Company, certain members of management and current and former directors as a result of
the circulation misstatements at Newsday and Hoy, New York.  The suits,
which are currently pending in Illinois Federal and State Courts, allege breaches of
fiduciary duties and other managerial and director failings under Delaware law, the
federal securities laws and ERISA.  The Company believes the complaints are without
merit and intends to vigorously defend the suits.

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. The Company cannot predict with certainty the outcome of these inquiries.

ABCs annual circulation audits
at the Companys other newspapers are ongoing. The Companys internal auditors
have completed their reviews of the circulation practices at all of the Companys
daily paid newspapers and have found that the circulation practices at these publications
are sound and that no material adjustments are required to be made to previously reported
circulation numbers.

# NOTE 5:  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.

On June 24, 2005, the Company
accelerated the vesting of certain stock options granted on Feb. 11, 2003 and Feb. 10,
2004, totaling 2.4 million in each year. Unvested stock options awarded to the current
executive officers of the Company on these grant dates, which aggregated 0.8 million and
0.6 million, respectively, were not accelerated. All other terms and conditions of the
stock option grants remain unchanged.

In accordance with APB No. 25 and
related interpretations, the acceleration of vesting of these stock options did not
require accounting recognition in the Companys income statement. The exercise prices
of the 2003 and 2004 grants were $45.90 and $52.05, respectively, and the Companys
closing stock price on the date of acceleration was $35.64. The impact of the accelerated
vesting was to increase pro forma stock-based compensation by $62 million, or $38 million
net of tax, in the second quarter of 2005 and to decrease pro forma stock-based
compensation expense disclosed below by $9 million, or $5 million net of tax, in the third
quarter of 2005. In the first three quarters of 2005, the net impact was to increase pro
forma stock-based compensation expense by $53 million, or $33 million net of tax.

The accelerated vesting of these
stock options is one of several actions the Company has recently taken to reduce
stock-based compensation expense that will be recorded in future years with the adoption
of Financial Accounting Standard (FAS) No. 123R (see discussion under
New Accounting Standards below). Over the last two years, the Company has
reduced the number of stock options granted by approximately 45%. Also, the 2004 and 2005
option grants have an 8 year option term, down from 10 years for previous grants, and do
not have a replacement option feature.

---

Under 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 period. Had compensation cost for the Companys
stock-based compensation 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                    |                     | $   24,011   |                     
|Less:  Pro forma stock-based compensation  |                    
|expense, net of tax:                       |                    
|General options                            |                     | (4,571       | )                   
|Replacement options                        |                     | (55          | )                   
|Employee stock purchase plan               |                     | (830         | )                   
|                                           |                     |              |                     
|Total                                      |                     | (5,456       | )                   
|                                           |                     |              |                     
|Pro forma net income                       |                     | 18,555       |                     
|Preferred dividends                        |                     | (2,090       | )                   
|                                           |                     |              |                     
|Pro forma net income attributable to       |                    
|common shares                              |                     | $   16,465   |                     
|                                           |                     |              |                     
|                                           |                    
|Weighted average common shares outstanding |                     | 311,345      |                     
|                                           |                    
|Basic EPS:                                 |                    
|As reported                                |                     | $        .07 |                     
|Pro forma                                  |                     | $        .05 |                     
|                                           |                    
|Adjusted weighted average common           |                    
|shares outstanding                         |                     | 313,797      |                     
|                                           |                    
|Diluted EPS:                               |                    
|As reported                                |                     | $        .07 |                     
|Pro forma                                  |                     | $        .05 |                     

The pro forma compensation cost under
the fair value method of FAS No. 123 was determined using the Black-Scholes option pricing
model. The following weighted average assumptions were used for general 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     |                    

* There were no replacement
options granted in the third quarter of 2005. ** There were no general awards 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     |                     

New Accounting Standards
 In December 2004, the Financial Accounting Standards Board (FASB)
issued FAS No. 123R, Share-Based Payment. FAS No. 123R supercedes APB No.
25, FAS No. 123, as amended by FAS No. 148, and related interpretations. Under FAS No.
123R, compensation cost is measured at the grant date based on the estimated fair value of
the award and is required to be recognized as compensation expense over the vesting
period. The Company is required to adopt FAS No. 123R in the first quarter of 2006. The
Company is in the process of analyzing the impact of the adoption of FAS No. 123R.

# NOTE 6:  PENSION AND
POSTRETIREMENT BENEFITS

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

|                                    | Pension BenefitsThird Quarter Ended |           | Other Postretirement BenefitsThird Quarter Ended
|----------------------------------- | ----------------------------------- | --------- | ------------------------------------------------
|
|Service cost                        |                                     | $   6,379 |                                                 
|Interest cost                       |                                     | 20,588    |                                                 
|Expected return on plans' assets    |                                     | (32,255   | )                                               
|Recognized actuarial (gain) loss    |                                     | 15,100    |                                                 
|Amortization of prior service costs |                                     | (359      | )                                               
|Amortization of transition asset    |                                     | (1        | )                                               
|                                    |                                     |           |                                                 
|Net periodic benefit cost           |                                     | $   9,452 |                                                 
|                                    |                                     |           |                                                 

The components of net periodic
benefit cost 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                        |                                      | $ 18,973 |                                                  
|Interest cost                       |                                      | 61,328   |                                                  
|Expected return on plans' assets    |                                      | (95,936  | )                                                
|Recognized actuarial (gain) loss    |                                      | 44,503   |                                                  
|Amortization of prior service costs |                                      | (1,067   | )                                                
|Amortization of transition asset    |                                      | (3       | )                                                
|                                    |                                      |          |                                                  
|Net periodic benefit cost           |                                      | $ 27,798 |                                                  
|                                    |                                      |          |                                                  

For the year ended Dec. 25, 2005,
the Company plans to contribute $7 million to certain of its union and non-qualified
pension plans and $21 million to its other postretirement plans.  As of Sept. 25, 2005,
$5 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 plans.

---

# NOTE 7:  NON-OPERATING
ITEMS

The third quarter and first three
quarters of 2005 included several non-operating items, summarized as follows (in
thousands):

|                                       | Third Quarter Ended Sept. 25, 2005 |          | Three Quarters EndedSept. 25, 2005
|-------------------------------------- | ---------------------------------- | -------- | ----------------------------------
|
|Gain on change in fair values          |                                    |          |                                   
|of derivatives and related investments |                                    | $ 27,120 |                                   
|Gain on sales of subsidiaries and      |                                   
|investments, net                       |                                    | 487      |                                   
|Other, net                             |                                    | (432     | )                                 
|Income tax adjustments                 |                                    |         |                                   
|                                       |                                    |          |                                   
|Total non-operating items              |                                    | $ 27,175 |                                   
|                                       |                                    |          |                                   

The 2005 third quarter and first
three quarters change in the fair values of derivatives and related investments pertained
entirely to the Companys PHONES and related Time Warner investment. In the third
quarter of 2005, the $27 million non-cash pretax gain resulted from a $14 million decrease
in the fair value of the derivative component of the Companys PHONES, and a $14
million increase in the fair value of 16 million shares of Time Warner common stock. In
the first three quarters of 2005, the $87 million non-cash pretax gain resulted from a
$106 million decrease in the fair value of the derivative component of the PHONES,
partially offset by a $19 million decrease in the fair value of 16 million shares of Time
Warner common stock.

As a result of the United States Tax Court
opinion issued on Sept. 27, 2005 related to the Matthew Bender tax dispute, the Company
recorded additional income tax expense of $150 million in the third quarter of 2005 (see
note 3). In the first three quarters of 2005, the Company reduced its income tax expense
and liabilities by a total of $12 million as a result of favorably resolving certain other
federal income tax issues.

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

|                                         | Third Quarter Ended Sept. 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     | )                                 
|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 pertained
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 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 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.

# NOTE 8:  INVENTORIES

Inventories consisted of the
following (in thousands):

|                    | Sept. 25, 2005 |         | Dec. 26, 2004
|------------------- | -------------- | ------- | -------------
|Newsprint (at LIFO) |                | $29,896 |              
|Supplies and other  |                | 11,662  |              
|                    |                |         |              
|Total inventories   |                | $41,558 |              
|                    |                |         |              

Newsprint inventories are
valued under the LIFO method and were less than current cost by approximately $10
million at Sept. 25, 2005 and $6 million at Dec. 26, 2004.

# NOTE 9:  GOODWILL AND
OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets
at Sept. 25, 2005 and Dec. 26, 2004 consisted of the following (in thousands):

|                                     | Sept. 25, 2005 |             | Dec. 26, 2004 |         
|------------------------------------ | -------------- | ----------- | ------------- | --------
|
|Intangible assets subject to         |                |             |               |         
|amortization:                        |               
|Subscribers (useful life of 15       |               
|to 20 years)                         |                | $   195,750 |               | $(61,170
|Network affiliation agreements       |               
|(useful life of 40 years)            |                | 290,320     |               | (14,516 
|Other (useful life of 3 to 40 years) |                | 23,513      |               | (6,286  
|                                     |                |             |               |         
|Total                                |                | 509,583     |               | (81,972 
|                                     |                |             |               |         
|                                     |               
|Goodwill and other intangible assets |               
|not subject to amortization:         |               
|Goodwill                             |               
|Publishing                           |                | 4,380,383   |               |        
|Broadcasting and entertainment       |                | 1,547,098   |               |        
|                                     |                |             |               |         
|Total goodwill                       |                | 5,927,481   |               |        
|Newspaper mastheads                  |                | 1,575,814   |               |        
|FCC licenses                         |                | 1,100,724   |               |        
|Tradename                            |                | 7,932       |               |        
|                                     |                |             |               |         
|Total                                |                | 8,611,951   |               |        
|                                     |                |             |               |         
|                                     |               
|Total goodwill and other intangible  |               
|assets                               |                | $9,121,534  |               | $(81,972
|                                     |                |             |               |         

As a result of the United States Tax Court
opinion issued on Sept. 27, 2005 related to the Matthew Bender tax dispute, the Company
recorded additional goodwill of $459 million (see note 3).

---

# NOTE 10:  LONG-TERM DEBT

Long-term debt consisted of the
following (in thousands):

|                                                                  | Sept. 25, 2005 |               | Dec. 26, 2004
|----------------------------------------------------------------- | -------------- | ------------- | -------------
|Commercial paper, weighted average interest rate of 3.7%          |                |               |              
|and 2.4%, respectively                                            |                | $      13,196 |              
|Medium-term notes, weighted average interest rate of 6.1% and     |               
|6.2%, respectively, due 2005-2008                                 |                | 682,785       |              
|Capitalized real estate obligation, effective interest rate of    |               
|7.7%, expiring 2009                                               |                | 63,996        |              
|4.875% notes due 2010, net of unamortized discount of  $757       |                | 449,243       |              
|7.25% debentures due 2013, net of unamortized discount of $2,563  |               
|and $2,818, respectively                                          |                | 79,520        |              
|5.25% notes due 2015, net of unamortized discount of $1,558       |                | 328,442       |              
|7.5% debentures due 2023, net of unamortized discount of $4,262   |               
|and $4,438, respectively                                          |                | 94,488        |              
|6.61% debentures due 2027, net of unamortized discount of $2,331  |               
|and $2,409, respectively                                          |                | 82,629        |              
|7.25% debentures due 2096, net of unamortized discount of $18,351 |               
|and $18,492, respectively                                         |                | 129,649       |              
|Interest rate swap                                                |                | 31,373        |              
|Other notes and obligations                                       |                | 19,014        |              
|                                                                  |                |               |              
|Total debt excluding PHONES                                       |                | 1,974,335     |              
|Less portions due within one year                                 |                | (17,297       | )            
|                                                                  |                |               |              
|Long-term debt excluding PHONES                                   |                | 1,957,038     |              
|2% PHONES debt related to Time Warner stock, due 2029             |                | 487,939       |              
|                                                                  |                |               |              
|Total long-term debt                                              |                | $ 2,444,997   |              
|                                                                  |                |               |              

Long-Term Debt Issuance In the third quarter of 2005, the Company issued $450 million ($449 million net of
unamortized discount) 4.875% notes due 2010 and $330 million ($328 million net of
unamortized discount) 5.25% notes due 2015. The proceeds from the issuance were used to
repay commercial paper.

Medium-Term Notes Notes
issued under these programs generally have maturities from one to six years and may not be
redeemed by the Company prior to maturity.

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

Current Portion of Long-Term Debt
The current portion of long-term debt includes $15 million of capitalized real
estate obligation and $2 million of other obligations due within one year.

Exchangeable Subordinated
Debentures due 2029 (PHONES) In 1999, the Company issued 8 million
PHONES for an aggregate principal amount of approximately $1.3 billion. The principal
amount was equal to the value of 16 million shares of Time Warner common stock at the
closing price of $78.50 per share on April 7, 1999. Quarterly payments are made to the
PHONES holders at an annual rate of 2% of the initial principal. The Company records both
cash and non-cash interest expense on the discounted debt component of the PHONES. The
PHONES require additional principal payments equal to any dividends declared on the 16
million shares of Time Warner common stock. In September 2005, Time Warner declared a
dividend of $.05 per share, which will require a fourth quarter payment of $.10 per
PHONES. The Company records the dividends it receives on its Time Warner common stock as
dividend income and accounts for the related payment to the PHONES holders as principal
reduction.

---

The Company may redeem the PHONES at
any time for the higher of the principal value of the PHONES ($157 per PHONES at Sept. 25,
2005) 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. 25, 2005, the market value per PHONES was
$82.10, and the market value of two shares of Time Warner common stock was $35.96.

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 $657 million and $728 million at Sept. 25, 2005 and Dec. 26, 2004, respectively.

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

|                                                    | Sept. 25, 2005 |          | Dec. 26, 2004
|--------------------------------------------------- | -------------- | -------- | -------------
|PHONES Debt:                                        |                |          |              
|Discounted debt component (at book value)           |                | $451,361 |              
|Derivative component (at fair value)                |                | 36,578   |              
|                                                    |                |          |              
|Total                                               |                | $487,939 |              
|                                                    |                |          |              
|Time Warner stock related to PHONES (at fair value) |                | $287,680 |              
|                                                    |                |          |              

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.

In connection with the routine
examination of the Companys federal income tax returns for 2000 and 2001, the IRS
has proposed that the Company capitalize the interest on the PHONES as additional tax
basis in the Companys 16 million shares of Time Warner common stock, rather
than currently deducting such interest. The National Office of the IRS has issued a
Technical Advice Memorandum that supports the proposed treatment. The Company disagrees
with the IRSs position and has requested the IRS administrative appeals office to
review the issue. An appeals officer was appointed in August 2005, and the Company
anticipates an initial meeting in the fourth quarter. The effect of the treatment proposed
by the IRS would be to increase the Companys tax liability by approximately $88
million for the period 2000-2001 and by approximately $200 million for the period 2002
through the third quarter of 2005. If the IRS were to prevail in its proposed treatment,
there would be no effect on the Companys reported income for any of these periods.
The potential tax payments would be recorded as a reduction in the Companys deferred
tax liability, and the Company has accrued the interest that would be assessed on these
potential payments.

Revolving Credit Agreements At Sept. 25, 2005, the Company had revolving credit agreements with a number of
financial institutions providing for borrowings in an aggregate amount of up to $1.2
billion, expiring in December 2008. The 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.
No amounts were borrowed under the agreements at Sept. 25, 2005, and the Company was in
compliance with the covenants. In addition to the exchange value of the PHONES, the Company intends to refinance
$13 million of commercial paper and $170 million of medium-term notes, which are scheduled
to mature by Sept. 25, 2006, and has the ability to do so on a long-term basis through its
existing revolving credit agreements. Accordingly, these notes and commercial paper have
been classified as long-term.

---

# NOTE 11:  COMPREHENSIVE
INCOME

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, stock
repurchases and dividends. The Companys comprehensive income includes net income,
the change in the minimum pension liability, unrealized gains and losses on marketable
securities classified as available-for-sale, and foreign currency translation adjustments.

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

|                                                         | Third Quarter Ended |          | Three Quarters Ended
|-------------------------------------------------------- | ------------------- | -------- | --------------------
|
|Net income                                               |                     | $ 24,011 |                     
|                                                         |                    
|Unrealized holding gain (loss) on marketable             |                    
|securities classified as available-for-sale:             |                    
|Unrealized holding gain (loss) arising during            |                    
|the period, before tax                                   |                     | 2,711    |                     
|Income taxes                                             |                     | (1,058   | )                   
|                                                         |                     |          |                     
|Increase (decrease) in net unrealized gain on marketable |                    
|securities classified as available-for-sale              |                     | 1,653    |                     
|                                                         |                     |          |                     
|                                                         |                    
|Change in foreign currency translation adjustments,      |                    
|net of tax                                               |                     | 68       |                     
|                                                         |                     |          |                     
|                                                         |                    
|Other comprehensive income (loss)                        |                     | 1,721    |                     
|                                                         |                     |          |                     
|                                                         |                    
|Comprehensive income                                     |                     | $ 25,732 |                     
|                                                         |                     |          |                     

# NOTE 12:  OTHER
DEVELOPMENTS

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. In September 2003,
the United States Court of Appeals for the Third Circuit stayed the effectiveness of the
new media ownership rules pending the outcome of appeals by advocacy groups challenging
the new rules. In June 2004, the Third Circuit remanded the new rules to the FCC for
further proceedings while keeping the stay in effect. On Jan. 28, 2005, the Company and
other media companies filed a joint petition seeking United States Supreme Court review of
the June 2004 Third Circuit remand. On June 13, 2005, the Supreme Court declined to review
the petition, without addressing the Constitutional arguments raised and without
foreclosing additional appeals if the Companys interests are not adequately
addressed as part of the FCCs remand proceeding. While the Company remains
optimistic that the cross-ownership ban will ultimately be loosened in major markets, it
cannot predict with certainty the outcome of the FCCs remand proceeding.

Newsday has six collective bargaining
agreements with the Graphics Communications Conference of the International Brotherhood of
Teamsters. Over half of Newsdays workforce, including editorial, operations and
transportation, is covered by these agreements. The agreements were last negotiated in
1995 and expire on a staggered schedule in the first half of 2006. Negotiations for new
agreements commenced in August 2005. The Company cannot predict when the negotiations will
be completed. The possibility of work slowdowns or other business interruptions exists.

---

FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46), as
subsequently amended, was effective for the Company as of Dec. 29, 2003. FIN 46 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, ShopLocal, LLC (formerly CrossMedia
Services, Inc.) and Topix, LLC, 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, ShopLocal, LLC and Topix, LLC, which were $77 million, $42 million, $25 million and
$16 million, respectively, at Sept. 25, 2005. 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 was as follows (in thousands):

|                               | Third Quarter Ended |              | Three Quarters Ended
|------------------------------ | ------------------- | ------------ | --------------------
|
|Operating revenues:            |                     |              |                     
|Publishing                     |                     | $    980,354 |                     
|Broadcasting and entertainment |                     | 422,456      |                     
|                               |                     |              |                     
|Total operating revenues       |                     | $ 1,402,810  |                     
|                               |                     |              |                     
|                               |                    
|Operating profit (1):          |                    
|Publishing                     |                     | $    169,730 |                     
|Broadcasting and entertainment |                     | 130,689      |                     
|Corporate expenses             |                     | (13,108      | )                   
|                               |                     |              |                     
|Total operating profit         |                     | $    287,311 |                     
|                               |                     |              |                     

|                               | Sept. 25, 2005 |              | Dec. 26, 2004
|------------------------------ | -------------- | ------------ | -------------
|Assets:                        |                |              |              
|Publishing                     |                | $  8,573,771 |              
|Broadcasting and entertainment |                | 4,460,564    |              
|Corporate                      |                | 1,460,403    |              
|                               |                |              |              
|Total assets                   |                | $14,494,738  |              
|                               |                |              |              

(1)    
          Operating profit for each segment excludes interest and dividend income,
          interest expense, equity income 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 2005 to the third quarter and first
three quarters of 2004. Certain prior year amounts have been reclassified to conform with
the 2005 presentation. These reclassifications had no impact on reported 2004 total
revenues, operating profit or net income.

# FORWARD-LOOKING
STATEMENTS

The discussion contained in this Item
2 (including, in particular, the discussion under Liquidity and Capital
Resources and 2005 Financial Assumptions), 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, circulation levels, audience shares, 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,
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.

# RECENT DEVELOPMENTS

During 1998, Times Mirror, which was
acquired by the Company in 2000, disposed of its Matthew Bender and Mosby subsidiaries in
separate transactions, which were structured to qualify as tax-free reorganizations under
the Internal Revenue Code. The Company believes these transactions were completed on a
tax-free basis. However, the Internal Revenue Service (IRS) audited the
transactions and disagreed with the position taken by Times Mirror. In the fourth quarter
of 2001, the Company received an IRS adjustment to increase Times Mirrors 1998
taxable income by approximately $1.6 billion. The Company filed a petition in United States Tax
Court in November 2002 to contest the IRS position, and in December 2004, the Company
presented its position in United States Tax Court.

On Sept. 27, 2005, the United States Tax Court
issued an opinion contrary to the Companys position and determined that the Matthew
Bender transaction was a taxable sale. Since the Matthew Bender and Mosby transactions are
similar, the Company expects the Tax Court to issue an adverse opinion on the Mosby
transaction as well. Taxes and related interest for both the Matthew Bender and Mosby
transactions total approximately $1 billion. Over time, deductions for state taxes and
interest are expected to reduce the net cash outlay to approximately $837 million.

The Company will appeal the Tax Court
ruling to the United States Court of Appeals for the Seventh Circuit. The Company does not expect a
ruling before the first half of 2007. The Company cannot predict with certainty the
outcome of this appeal.

Times Mirror established a tax
reserve of $180 million in 1998 when it entered into the transactions. The reserve
represented Times Mirrors best estimate of the amount the expected IRS and state
income tax claims could be settled for based upon an analysis of the facts and
circumstances surrounding the issue. In accordance with Emerging Issues Task Force
(EITF) Issue No. 93-7, Uncertainties Related to Income Taxes in a
Purchase Business Combination, the Company treated this item as an uncertain tax
position at the time of the Times Mirror acquisition in 2000 and

---

concluded that the estimate
determined by Times Mirror was the most appropriate estimate of the exposure. The Company
has maintained this initial reserve, plus interest, and has evaluated the adequacy of the
reserve on a periodic basis. At Dec. 26, 2004, the reserve, including pretax interest of
$66 million, totaled $246 million ($221 million after including the tax benefit of the
interest). In the first three quarters of 2005, the Company recorded additional after-tax
interest of $7 million on the reserve.

As a result of the Tax Court ruling,
the Company increased its tax reserve by an additional $609 million in the third quarter
of 2005 by recording additional income tax expense of $150 million, representing
additional after-tax interest applicable to the post-acquisition period, and goodwill of
$459 million. In accordance with EITF No. 93-7, the Company adjusted goodwill because the
tax contingencies existed at the time of the Times Mirror acquisition. The adjusted tax
reserve of $837 million is included in income taxes payable in the
Companys Sept. 25, 2005 unaudited condensed consolidated balance sheet. The Dec. 26,
2004 reserve of $221 million is included in compensation and other obligations
in the Companys Dec. 26, 2004 condensed consolidated balance sheet.

A summary of the activity with
respect to the Matthew Bender and Mosby tax reserve is as follows (in millions):

|                                                                            | 
|--------------------------------------------------------------------------- | 
|Reserve at Dec. 26, 2004:                                                   | 
|Tax                                                                         | 
|After-tax interest ($66 million pretax)                                     | 
|                                                                            | 
|Reserve at Dec. 26, 2004 (included in "compensation and other obligations") | 
|After-tax interest recorded in income tax expense                           | 
|in the first three quarters of 2005 ($11 million pretax)                    | 
|Additional reserve recorded as a result of the Tax Court ruling:            | 
|Charged to income tax expense                                               | 
|Additional goodwill                                                         | 
|                                                                            | 
|Total additional reserve                                                    | 
|                                                                            | 
|Reserve at Sept. 25, 2005 (included in "income taxes payable")              | 
|                                                                            | 

On Sept. 30, 2005, the Company paid
$880 million to the IRS, representing the federal tax and interest owed on the
transactions, and financed the payment through the issuance of commercial paper. The
Company expects to make related state tax and interest payments of approximately $125
million by mid 2006.

# NON-OPERATING ITEMS

The third quarter and first three
quarters of 2005 included several non-operating items, summarized as follows (in millions,
except per share data):

|                                       | Third Quarter EndedSept. 25, 2005 |            | Three Quarters EndedSept. 25, 2005
|-------------------------------------- | --------------------------------- | ---------- | ----------------------------------
|
|Gain on change in fair values          |                                   |            |                                   
|of derivatives and related investments |                                   | $     27.1 |                                   
|Gain on sales of subsidiaries and      |                                  
|investments, net                       |                                   | .5         |                                   
|Other, net                             |                                   | (.4        | )                                 
|Income tax adjustments                 |                                   |           |                                   
|                                       |                                   |            |                                   
|Total non-operating items              |                                   | $     27.2 |                                   
|                                       |                                   |            |                                   

The 2005 third quarter and first
three quarters change in the fair values of derivatives and related investments pertained
entirely to the Companys PHONES and related Time Warner investment. In the third
quarter of 2005, the $27 million non-cash pretax gain resulted from a $14 million decrease
in the fair value of the derivative component of the Companys PHONES, and a $14
million increase in the fair value of 16 million shares of Time Warner common stock. In
the first three quarters of 2005, the $87 million non-cash pretax gain resulted from a

---

$106 million decrease in the fair
value of the derivative component of the PHONES, partially offset by a $19 million
decrease in the fair value of 16 million shares of Time Warner common stock.

As a result of the United States Tax Court
opinion issued on Sept. 27, 2005 related to the Matthew Bender tax dispute, the Company
recorded additional income tax expense of $150 million in the third quarter of 2005 (see
note 3 to the unaudited condensed consolidated financial statements in Part I, Item 1,
hereof). In the first three quarters of 2005, the Company reduced its income tax expense
and liabilities by a total of $12 million as a result of favorably resolving certain other
federal income tax issues.

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

|                                         | 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      | )                                 
|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 pertained
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 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 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.

---

# 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 2005 and 2004 third quarters reflect these seasonal
patterns.

# CONSOLIDATED

The Companys consolidated
operating results for the third quarter and first three quarters of 2005 and 2004 are
shown in the table below (in millions, except per share data).

|                                        | Third Quarter |            | Three Quarters |           
|--------------------------------------- | ------------- | ---------- | -------------- | ----------
|                                       
|Operating revenues                      |               | $ 1,403    |                | $ 1,414   
|                                        |              
|Operating profit (1)                    |               | $    287   |                | $    258  
|                                        |              
|Net income (loss) on equity investments |               | $        8 |                | $       (2
|                                        |              
|Net income                              |               | $      24  |                | $    122  
|                                        |              
|Diluted earnings per share              |               | $     .07  |                | $     .37 

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

* Not meaningful

Earnings Per Share
(EPS) Diluted EPS for the 2005 third quarter was $.07 compared with
$.37 in 2004. The 2005 third quarter results included a net non-operating loss of $.43 per
diluted share, while the 2004 third quarter included a net non-operating loss of $.04 per
diluted share. Diluted EPS for the first three quarters of 2005 was $1.24 compared with
$1.01 in 2004. The 2005 first three quarters results included a net non-operating loss of
$.26 per diluted share, while the 2004 three quarter results included a net non-operating
loss of $.33 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 4 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 (in millions):

|                                            | Third Quarter |           | Three Quarters |          
|------------------------------------------- | ------------- | --------- | -------------- | ---------
|                                           
|Operating revenues                          |               |           |                |          
|Publishing                                  |               | $    980  |                | $    982 
|Broadcasting and entertainment              |               | 423       |                | 432      
|                                            |               |           |                |          
|Total operating revenues                    |               | $ 1,403   |                | $ 1,414  
|                                            |               |           |                |          
|                                            |              
|Depreciation and amortization expense       |              
|Publishing                                  |               | $      42 |                | $      43
|Broadcasting and entertainment              |               | 13        |                | 13       
|Corporate                                   |               | 1         |                | -        
|                                            |               |           |                |          
|Total depreciation and amortization expense |               | $      56 |                | $      56
|                                            |               |           |                |          
|                                            |              
|Operating profit (loss) (1)                 |              
|Publishing                                  |               | $    170  |                | $    132 
|Broadcasting and entertainment              |               | 130       |                | 138      
|Corporate expenses                          |               | (13       | )              | (12      
|                                            |               |           |                |          
|Total operating profit                      |               | $    287  |                | $    258 
|                                            |               |           |                |          

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

Consolidated operating revenues for
the 2005 third quarter declined 1% to $1.40 billion from $1.41 billion in 2004, and for
the first three quarters decreased 1% to $4.18 billion from $4.24 billion. These declines
were primarily due to lower broadcasting and entertainment television revenues.

Consolidated operating profit
increased 12%, or $29 million, in the third quarter of 2005 and 3%, or $28 million, in the
first three quarters of 2005. Publishing operating profit increased 29%, or $38 million,
in the third quarter of 2005 and 19%, or $93 million, in the first three quarters
primarily as a result of lower operating expenses. Publishing operating expenses declined
5%, or $40 million, in the third quarter of 2005 and 4%, or $99 million, in the first
three quarters of 2005. Publishing operating expenses in the third quarter and first three
quarters of 2004 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 4 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.
Increases in publishing advertising revenues of 2% and 1% for the third quarter and first
three quarters of 2005, respectively, were offset by declines in circulation revenue of 7%
and 8% for the third quarter and first three quarters of 2005, respectively. Broadcasting
and entertainment operating profit was down 6%, or $8 million, in the third quarter of
2005 and 16%, or $63 million, in the first three quarters. In both periods, the decreases
were primarily due to a decline in television revenues, partially offset by an increase in
radio/entertainment revenues.

---

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

|                                    | Third Quarter |         | Three Quarters |        
|----------------------------------- | ------------- | ------- | -------------- | -------
|                                   
|Cost of sales                       |               | $   708 |                | $   700
|Selling, general and administrative |               | 352     |                | 400    
|Depreciation and amortization       |               | 56      |                | 56     
|                                    |               |         |                |        
|Total operating expenses            |               | $1,116  |                | $1,156 
|                                    |               |         |                |        

Cost of sales increased 1%, or $8
million, in the 2005 third quarter and 1%, or $28 million, in the first three quarters
primarily due to an increase in newsprint and ink and compensation expenses, partially
offset by a decrease in programming expense. Newsprint and ink expense was up 5%, or $6
million, in the third quarter and 2%, or $7 million, for the first three quarters of 2005,
due to higher newsprint costs per ton, partially offset by lower consumption. Compensation
expense in the third quarter of 2005 increased 1%, or $2 million. For the first three
quarters of 2005, compensation expense increased 2%, or $16 million, primarily due to
higher player compensation at the Chicago Cubs and higher compensation expected in
television. Programming expense decreased 3%, or $3 million, in the third quarter and 1%,
or $4 million, in the first three quarters of 2005.

Selling, general and administrative
(SG&A) expenses were down 12%, or $48 million, in the 2005 third quarter
and 10%, or $114 million, in the first three quarters. Compensation expense decreased $1
million in the 2005 third quarter and 4%, or $23 million, in the first three quarters
primarily due to the absence of the $17 million charge related to the elimination of 375
positions in the second quarter of 2004 and savings from staff reductions in 2004. Other
SG&A expenses declined $46 million in the third quarter of 2005 and $90 million in the
first three quarters. Other SG&A expenses for the third quarter and first three
quarters of 2004 included 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 4 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 (in millions).

|                     | Third Quarter |      | Three Quarters |     
|-------------------- | ------------- | ---- | -------------- | ----
|                    
|Operating revenues   |               | $980 |                | $982
|                     |              
|Operating expenses   |               | 810  |                | 850 
|                     |               |      |                |     
|                     |              
|Operating profit (1) |               | $170 |                | $132
|                     |               |      |                |     

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

Publishing operating revenues were
essentially flat for the third quarter and first three quarters of 2005 at $1 billion and
$3 billion, respectively. Increases in Chicago, South Florida and Orlando were largely
offset by declines at Los Angeles, Newsday and Baltimore. In September 2004, Newsday
implemented lower ad rates as a result of the significant reduction in reported
circulation.

Operating profit for the 2005 third
quarter rose 29%, or $38 million, and for the first three quarters increased 19%, or $93
million. Publishing operating expenses in the third quarter and first three quarters of
2004 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 4 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. All other operating
expenses were up $16 million in the third quarter of 2005 and $7 million in the first
three quarters.

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

|                  | Third Quarter |      | Three Quarters |     
|----------------- | ------------- | ---- | -------------- | ----
|                 
|Advertising       |               |      |                |     
|Retail            |               | $307 |                | $304
|National          |               | 172  |                | 178 
|Classified        |               | 294  |                | 275 
|                  |               |      |                |     
|Total advertising |               | 773  |                | 757 
|Circulation       |               | 146  |                | 158 
|Other             |               | 61   |                | 67  
|                  |               |      |                |     
|Total revenues    |               | $980 |                | $982
|                  |               |      |                |     

Total advertising revenues rose 2% in
the third quarter and 1% in the first three quarters of 2005. Retail advertising was up
1%, or $3 million, in the third quarter and 1%, or $7 million, in the first three quarters
of 2005 due to an increase in hardware/home improvement, partially offset by decreases in
the food & drug, electronics and department stores categories. Preprint revenues
increased 1% for the third quarter and 4% for the first three quarters of 2005 due to
increases at Los Angeles, Chicago and South Florida, partially offset by a decrease at
Newsday. National advertising revenues decreased 3%, or $6 million, in the third quarter
and 3%, or $17 million, in the first three quarters of 2005 primarily due to decreases in
wireless, movies, technology and transportation, partially offset by an increase in the
financial category. Classified advertising revenues improved 7%, or $19 million, in the
third quarter and 5%, or $44 million, in the first three quarters of 2005. The third
quarter increase was primarily due to a 17% increase in help wanted and a 16% increase in
real estate, partially offset by a 4% decrease in auto. The first three quarters increase
was primarily due to a 13% gain in help wanted and a 14% increase in real estate,
partially offset by a 6% decrease in auto. Interactive revenues, which are included in the
above categories, increased 46%, or $15 million, in the third quarter and 44%, or $40
million, in the first three quarters of 2005 due to strength in classified help wanted
advertising.

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

|                              | Third Quarter |       | Three Quarters |       
|----------------------------- | ------------- | ----- | -------------- | ------
|Inches (in thousands)        
|Full run                      |               |       |                |       
|Retail                        |               | 1,374 |                | 1,411 
|National                      |               | 858   |                | 923   
|Classified                    |               | 2,582 |                | 2,537 
|                              |               |       |                |       
|Total full run                |               | 4,814 |                | 4,871 
|Part run                      |               | 4,965 |                | 5,198 
|                              |               |       |                |       
|Total inches                  |               | 9,779 |                | 10,069
|                              |               |       |                |       
|                              |              
|Preprint pieces (in millions) |               | 3,494 |                | 3,440 

Full run advertising inches decreased
1% in the third quarter as a result of declines in the retail and national categories. In
the first three quarters of 2005, full run advertising inches were down 4% due to declines
in all three major advertising categories. Full run retail advertising inches were down 3%
in the third quarter and 2% in the first three quarters due to decreases in Baltimore,
Southern Connecticut, and Newport News, partially offset by increases at Orlando and the
Los Angeles edition of Hoy, which was launched in March 2004. Full run national
advertising inches decreased 7% in the third quarter and 6% in the first three quarters
primarily due to reductions in Los Angeles, Baltimore, Orlando and the New York edition of
Hoy, partially offset by an increase in South Florida and Southern Connecticut.
Full run classified advertising inches were up 2% in the third quarter and down 4% in the
first three quarters of 2005. The third quarter increase was primarily due to
growth in Orlando, Newport News and Chicago,

---

partially offset by
decreases in Baltimore and the Chicago edition of Hoy. The decrease in the first
three quarters of 2005 was primarily due to declines in South Florida, Baltimore and the
New York edition of Hoy, partially offset by an increase in Orlando. Part run
advertising inches decreased 4% in the third quarter and 1% in the first three quarters of
2005 primarily due to decreases in Los Angeles and Chicago, partially offset by increases
in Orlando and Newsday. Preprint advertising pieces were up 2% in the third quarter and
4% in the first three quarters of 2005 primarily due to increases in Los Angeles, Chicago,
Hartford and the New York and Chicago editions of Hoy,partially offset by a
decrease in Newsday.

Circulation revenues were down 7% in
the third quarter and 8% in the first three quarters of 2005 primarily due to volume
declines, as well as selectively higher discounting. The largest revenue declines were at
Los Angeles, Chicago and Newsday. Total net paid circulation for Tribunes 11 daily
newspapers averaged 3.0 million copies daily (Mon-Sat) and 4.3 million copies Sunday for
the 2005 third quarter, a decline of 2 percent and 3 percent, respectively, from the prior
year. Individually paid circulation (home delivery plus single copy) averaged 2.8 million copies
daily and 4.1 million copies Sunday, a decline of 1 percent and 3 percent, respectively.

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 decreased 8%, or $6
million, in the 2005 third quarter and were flat for the first three quarters of 2005.

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

|                              | Third Quarter |      | Three Quarters |     
|----------------------------- | ------------- | ---- | -------------- | ----
|                             
|Compensation                  |               | $336 |                | $332
|Newsprint and ink             |               | 121  |                | 115 
|Circulation distribution      |               | 114  |                | 117 
|Outside services              |               | 74   |                | 70  
|Promotion                     |               | 28   |                | 24  
|Depreciation and amortization |               | 42   |                | 43  
|Other                         |               | 95   |                | 149 
|                              |               |      |                |     
|Total operating expenses      |               | $810 |                | $850
|                              |               |      |                |     

Publishing operating expenses
decreased 5%, or $40 million, in the third quarter and 4%, or $99 million, in the first
three quarters of 2005 primarily due to the absence of the previously discussed 2004
charges, which totaled $55 million in the third quarter and $107 million in the first
three quarters of 2004. Compensation expense increased 1%, or $4 million, in the third
quarter primarily due to higher retirement plan and workers compensation expenses
and decreased 2%, or $22 million, in the first three quarters of 2005 primarily due to the
absence of the $17 million charge related to the elimination of 375 positions in the
second quarter of 2004 and savings from staff reductions in 2004. Newsprint and ink expense
was up 5%, or $6 million, in the third quarter and 2%, or $7 million, for the first three
quarters of 2005, as newsprint cost per ton was up 18% in the third quarter and 15% in the
first three quarters of 2005, while consumption decreased 11% in the third quarter and
first three quarters of 2005. The Companys newspapers are transitioning to lighter
weight newsprint that on a per ton basis costs more but yields more pages. The increase in
newsprint cost per ton reflects increased market prices and the higher cost of lighter
weight paper. Circulation distribution expense declined 3%, or $3 million, in the third
quarter and 3%, or $11 million, in the first three quarters due to lower payments to
outside contractors primarily as a result of circulation volume declines. Outside services
expense rose 6%, or $4 million, in the third quarter and 9%, or $19 million, in the first
three quarters of 2005. Other cash expenses decreased 35%, or $54 million, in the third
quarter and 26%, or $94 million, in the first three quarters of 2005. Other cash expenses
for the third quarter and first three quarters of 2004 included 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 4 to the unaudited condensed consolidated financial statements in Part I,
Item 1, hereof).

---

# 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 (in
millions). Entertainment includes Tribune Entertainment and the Chicago Cubs.

|                         | Third Quarter |       | Three Quarters |     
|------------------------ | ------------- | ----- | -------------- | ----
|                        
|Operating revenues       |               |       |                |     
|Television               |               | $307  |                | $327
|Radio/entertainment      |               | 116   |                | 105 
|                         |               |       |                |     
|Total operating revenues |               | $423  |                | $432
|                         |               |       |                |     
|                         |              
|Operating expenses       |              
|Television               |               | $214  |                | $206
|Radio/entertainment      |               | 79    |                | 88  
|                         |               |       |                |     
|Total operating expenses |               | $293  |                | $294
|                         |               |       |                |     
|                         |              
|Operating profit (1)     |              
|Television               |               | $  93 |                | $121
|Radio/entertainment      |               | 37    |                | 17  
|                         |               |       |                |     
|Total operating profit   |               | $130  |                | $138
|                         |               |       |                |     

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

Broadcasting and entertainment
operating revenues decreased 2%, or $9 million, in the 2005 third quarter and 5%, or $55
million, in the first three quarters due to lower television revenues, partially offset by
an increase in radio/entertainment revenues. Television revenues were down 6%, or $20
million, in the third quarter and 7%, or $70 million, for the first three quarters of 2005
due to lower advertising revenues, which were affected by a continuing uneven advertising
environment, primarily driven by weakness in the movie, telecom, and automotive
categories. In addition, station revenues in New York, Los Angeles, Chicago and Boston
were impacted by lower audience ratings due in part to the use of Nielsens Local
People Meters (LPMs) in these markets. Compared to Nielsens previous
measurement methodology, LPMs have tended to reduce the overall share of broadcast
television in relation to cable television and, within the broadcast television universe,
disadvantage stations like Tribunes that target younger audiences.
Radio/entertainment revenues increased 10% or $11 million, in the third quarter
and 7%, or $15 million, in the first three quarters of 2005 primarily due to an
increase at the Chicago Cubs, partially offset by lower revenues at Tribune Entertainment.
Chicago Cubs revenues increased as a result of four additional home games in the third
quarter and growth in marketing & broadcasting revenues. The fourth quarter of
2005 will include five fewer home games compared to the prior year. Tribune
Entertainment revenues declined due to fewer programs in production.

Operating profit for broadcasting and
entertainment was down 6%, or $8 million, in the 2005 third quarter and 16%, or $63
million, for the first three quarters. Television operating profit decreased 23%, or $28
million, in the third quarter and 20%, or $77 million, in the first three quarters due to
declines in operating revenues. Radio/entertainment operating profit increased $20 million
in the third quarter of 2005 and $14 million in the first three quarters due to higher
revenues at the Chicago Cubs and lower cash operating expenses primarily due to fewer
programs in production at Tribune Entertainment.

---

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

|                              | Third Quarter |      | Three Quarters |     
|----------------------------- | ------------- | ---- | -------------- | ----
|                             
|Compensation                  |               | $132 |                | $134
|Programming                   |               | 100  |                | 103 
|Depreciation and amortization |               | 13   |                | 13  
|Other                         |               | 48   |                | 44  
|                              |               |      |                |     
|Total operating expenses      |               | $293 |                | $294
|                              |               |      |                |     

Broadcasting and entertainment
operating expenses decreased 1%, or $1 million, in the third quarter of 2005 and increased
1%, or $8 million, for the first three quarters. Compensation expense decreased 2%, or $2
million, in the third quarter of 2005. In the first three quarters of 2005, compensation
expense increased 4%, or $13 million, primarily due to higher player compensation at the
Chicago Cubs and increases in television. Programming expense decreased 3%, or $3
million, in the third quarter of 2005 and decreased 1%, or $4 million, for the first three
quarters. Other cash expenses increased 8%, or $4 million, in the third quarter of 2005
and remained flat in the first three quarters. Other cash expenses in the third quarter of
2005 included approximately $2 million of charges related to property damage at the
Companys two New Orleans television stations as a result of Hurricane Katrina.

# CORPORATE EXPENSES

Corporate expenses for the 2005 third
quarter increased 5% to $13.1 million from $12.5 million in the third quarter of 2004, and
for the first three quarters of 2005 increased 5% to $40.0 million from $38.1 million.

# EQUITY RESULTS

Net equity income totaled $8 million
in the 2005 third quarter, compared with a loss of $2 million in 2004. Net equity income
for the 2005 first three quarters was $20 million, compared with a 2004 loss of $2
million. The increases reflect improvements at TV Food Network and Comcast SportsNet
Chicago. In addition, the Company is no longer recording losses for The WB Network as the
Companys book investment has been reduced to zero.

# INTEREST AND INCOME TAXES

Interest expense for the 2005 third
quarter increased 10% to $39 million as a result of the new long-term notes issued in
August 2005, which were used to repay lower interest rate commercial paper borrowings.
During the first three quarters of 2005, interest expense decreased 8% to $109 million
primarily due to the retirement of higher interest rate debt in the second quarter of
2004. Debt, excluding the PHONES, was $2.0 billion at the end of the 2005 third quarter
and increased to $2.9 billion shortly thereafter as a result of issuing commercial paper
to pay the federal portion of the Matthew Bender and Mosby tax liabilities. Interest and
dividend income for the 2005 third quarter increased to $3 million from $.3 million in
2004, and for the first three quarters increased to $5 million from $3 million in 2004 due
to higher cash balances and $.9 million of dividend income related to the Companys
investment in 19 million Time Warner shares. In September 2005, Time Warner paid a
dividend of $.05 per share.

The effective tax rate in the 2005
third quarter and first three quarters was 91.6% and 54.7%, respectively. In the third
quarter of 2005, the Company recorded additional income tax expense of $150 million
related to the Matthew Bender and Mosby tax liabilities (see note 3 to the unaudited
condensed consolidated financial statements in Part I, Item 1, hereof). In the first
quarter of 2005, the Company reduced its income tax expense and liabilities by $12 million
as a result of favorably resolving certain other federal income tax issues. The impact of
the income tax adjustments on the effective tax rate in the third quarter and first three
quarters of 2005 was 52.4% and 15.6%, respectively.  The effective tax rate in the 2004
third quarter and first three quarters was 39.4% and 39.3%, respectively.

---

# 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 $723 million in 2005, down 12% from $819 million in 2004. 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 proceeds from the issuance of stock related to stock option
exercises.

Net cash used for investments totaled
$186 million in the first three quarters of 2005 compared with $130 million in the first
three quarters of 2004. The Company spent $115 million for capital expenditures and $76
million in cash for acquisitions and investments in the first three quarters of 2005.

Net cash used for financing
activities in the 2005 first three quarters was $531 million and included repayments of
commercial paper and long-term debt, repurchases of Tribune common stock and the payment
of dividends, partially offset by issuances of long-term debt and proceeds from sales of
stock to employees. The Company repaid $760 million of commercial paper, net of issuances,
and $66 million of long-term debt during the first three quarters of 2005. The Company
repurchased and retired 9.0 million shares of its common stock in the open market for $334
million in the first three quarters of 2005. Under a 2000 stock repurchase authorization,
the Company may buy back an additional $267 million of its common stock. Dividends paid on
common and preferred stock totaled $176 million in the first three quarters of 2005.
Quarterly dividends on the Companys common stock increased from $.12 in 2004 to $.18
per share in 2005. The Company issued $778 million of long-term debt during the first
three quarters of 2005, which included $450 million ($449 million net of unamortized
discount) 4.875% notes due 2010 and $330 million ($328 million net of unamortized
discount) 5.25% notes due 2015.

The Company has revolving credit
agreements with a number of financial institutions providing for borrowings in an
aggregate amount of up to $1.2 billion. As of Sept. 25, 2005, 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. 25, 2005, the Company had
$13 million of commercial paper outstanding. On Sept. 30, 2005, the Company paid $880
million to the IRS, representing the federal tax and interest owed on the Matthew Bender
and Mosby transactions, and financed the payment through the issuance of commercial paper.
The Company expects to make related state tax and interest payments of approximately $125
million by mid 2006 (see note 3 to the unaudited condensed consolidated financial
statements in Part I, Item 1, hereof).

The Companys commercial paper
is rated A-2, P-2, F-2 and R-1L by
Standard & Poors (S&P), Moodys Investors Services
(Moodys), Fitch Ratings (Fitch) and Dominion Bond Rating
Service (Dominion), respectively. The Companys senior unsecured
long-term debt is rated A- by S&P, A3 by Moodys,
A- by Fitch and A by Dominion. In October 2005, Fitch lowered the
Companys commercial paper ratings from F-1 to F-2 and
lowered the Companys senior unsecured long-term debt ratings from A to
A- with a negative outlook. Also in October 2005, S&P lowered the
Companys commercial paper ratings from A-1 to A-2 and
lowered the Companys senior unsecured long-term debt ratings from A to
A- with a stable outlook. In September 2005, Dominion confirmed the
Companys commercial paper ratings but placed the Companys long-term ratings
Under Review with Negative Implications.

The Company has for several years
maintained active debt shelf registration statements for its medium-term note program and
other financing needs. The $778 million debt financing completed in the third quarter of 2005 used
the remaining capacity under these shelf registration statements. The Company intends to
file a $1 billion shelf registration statement in the fourth quarter of 2005. Proceeds
from any future debt issuances under a new shelf would be used for general corporate
purposes, including repayment of debt, capital expenditures, working capital, financing of
acquisitions and stock repurchase programs.

---

Off-Balance Sheet Arrangements
 Off-balance sheet arrangements as defined by the Securities and Exchange Commission
include the following four categories: 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 that would fall under any of these four categories, 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.

# 2005 FINANCIAL
ASSUMPTIONS

Consolidated revenues will continue
to be impacted by many factors, including changes in national and local economic
conditions, job creation, circulation and audience share levels. Investors are encouraged
to review the Companys monthly revenue releases for current trends.

For the full year 2005, consolidated
operating expenses are expected to decline due to the absence of the $90 million
advertising settlement charge and the $41 million of position elimination costs recorded
in 2004. All other consolidated operating expenses are expected to be flat to up slightly
for 2005 due to higher expenses for retirement plans and newsprint, along with a slight
increase in broadcast rights expense. Net equity income is projected to be higher than
2004. Interest expense is expected to be up from 2004 due to the payment of the Matthew
Bender and Mosby tax liabilities and higher interest rates. Capital expenditures are
projected to be flat to up slightly over 2004.

The Company is required to adopt
Financial Accounting Standard No. 123R, which requires the expensing of stock options, in
the first quarter of 2006.

# 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. 26, 2004.

# EQUITY PRICE RISK

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 at Sept. 25, 2005 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. As of Sept. 25, 2005, the Companys common stock investments in
publicly traded companies that are classified as available-for-sale consisted primarily of
3.1 million shares of Time Warner common stock unrelated to PHONES (see discussion below
in Derivatives and Related Trading Securities).

|                 | Valuation of InvestmentsAssuming Indicated Decreasein Stock's Price | Sept. 25, 2005 | Valuation of InvestmentsAssuming Indicated Increasein Stock's Price
|---------------- | ------------------------------------------------------------------- | -------------- | -------------------------------------------------------------------
|(In thousands)  
|Common stock     |                                                                     |                |                                                                    
|investments in   |                                                                    
|public companies |                                                                     | $39,107        |                                                                    

---

|(1) | Excludes
16 million shares of Time Warner common stock. See discussion below in
    Derivatives and Related Trading Securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

During the last 12 quarters preceding
Sept. 25, 2005, 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 three of the
quarters, by 20% or more in one of the quarters and by 30% or more in one of the quarters.

Derivatives and Related Trading
Securities The Company has issued 8 million PHONES indexed to the value of 16
million shares of Time Warner common stock (see Note 9 to the Companys consolidated
financial statements in the 2004 Annual Report on Form 10-K). Beginning in the second
quarter of 1999, the Companys investment in $16 million shares of Time Warner common
stock is classified as a trading security, and changes in its fair value, net of the
changes in the fair value of the related derivative component of the PHONES, are recorded
in the statement of income.

At maturity, the PHONES will be
redeemed at the greater of the then market value of two shares of Time Warner common stock
or the principal value of the PHONES ($157 per PHONES at Sept. 25, 2005). At Sept. 25,
2005, the PHONES carrying value was approximately $488 million. Since the issuance of the
PHONES in April 1999, changes in the fair value of the derivative component of the PHONES
have partially offset changes in the fair value of the related Time Warner shares. 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.

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 Stock's Price | Sept. 25, 2005 | Valuation of InvestmentsAssuming Indicated Increasein Stock's Price
|------------------------ | ------------------------------------------------------------------- | -------------- | -------------------------------------------------------------------
|(In thousands)          
|
|Time Warner common stock |                                                                     | $201,376       |                                                                    

During the last 12 quarters preceding
Sept. 25, 2005, market price movements have caused the fair value of the Companys 16
million shares of Time Warner common stock to change by 10% or more in three of the
quarters, by 20% or more in one of the quarters and by 30% or more in one of the quarters.

# ITEM 4.  CONTROLS AND
PROCEDURES.

# Conclusion Regarding the
Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the
participation of the Companys management, including its principal executive officer
and principal financial officer, the Company conducted an evaluation of its disclosure
controls and procedures, as such term is defined in Exchange Act Rules 13a-15(e) and
15d-15(e), as of Sept. 25, 2005. Based upon that evaluation, the principal executive
officer and principal financial officer have concluded that the Companys disclosure
controls and procedures are effective.

# Changes in Internal
Control Over Financial Reporting

There has been no change in the
Companys internal control over financial reporting that occurred during the
Companys fiscal quarter ended Sept. 25, 2005 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,
Note 4 and Note 12 to the unaudited condensed consolidated financial statements in Part I,
Item 1, hereof is incorporated herein by reference.

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

In 2000, the Companys board of
directors authorized the Company to repurchase $2.5 billion of its common stock. Through
Dec. 26, 2004, the Company repurchased 44 million shares of its common stock at a cost of
$1.9 billion under this authorization. Repurchases in the first three quarters of 2005, by
fiscal period, 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 Jan. 30, 2005)  |                   |      |              | $       |                                   | 44,245 |                                           | $600,879
|Period 2 (4 weeks ended Feb. 27, 2005)  |                   | 100   |              | 41.69    |                                   | 44,345 |                                           | 596,703 
|Period 3 (4 weeks ended March 27, 2005) |                   |      |              |         |                                   | 44,345 |                                           | 596,703 
|Period 4 (4 weeks ended April 24, 2005) |                   | 591   |              | 38.15    |                                   | 44,936 |                                           | 574,153 
|Period 5 (4 weeks ended May 22, 2005)   |                   | 2,072 |              | 38.00    |                                   | 47,008 |                                           | 495,371 
|Period 6 (5 weeks ended June 26, 2005)  |                   | 2,660 |              | 36.02    |                                   | 49,668 |                                           | 399,480 
|Period 7 (5 weeks ended July 31, 2005)  |                   | 935   |              | 35.75    |                                   | 50,603 |                                           | 366,025 
|Period 8 (4 weeks ended Aug. 28, 2005)  |                   | 317   |              | 37.64    |                                   | 50,920 |                                           | 354,084 
|Period 9 (4 weeks ended Sept. 25, 2005) |                   | 2,311 |              | 37.84    |                                   | 53,231 |                                           | 266,561 

# ITEM 6.  EXHIBITS.

(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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# 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 27, 2005 | /s/  R. Mark Mallory   
          R. Mark Mallory      Vice President and Controller
              (on behalf of the Registrant
              and as Chief Accounting Officer)