---

# FORM 10-Q

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

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

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

At April 22, 2005, there were
317,047,927 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.

|                                               | First Quarter Ended |                 
|---------------------------------------------- | ------------------- | ----------------
|
|Operating Revenues                             |                     | $ 1,315,744     
|                                               |                    
|Operating Expenses                             |                    
|Cost of sales (exclusive of items shown below) |                     | 659,160         
|Selling, general and administrative            |                     | 346,634         
|Depreciation                                   |                     | 53,097          
|Amortization of intangible assets              |                     | 4,796           
|                                               |                     |                 
|Total operating expenses                       |                     | 1,063,687       
|                                               |                     |                 
|                                               |                    
|Operating Profit                               |                     | 252,057         
|                                               |                    
|Net income (loss) on equity investments        |                     | 471             
|Interest income                                |                     | 1,082           
|Interest expense                               |                     | (35,091         
|Loss on change in fair values of derivatives   |                    
|and related investments                        |                     | (2,252          
|Gain on sales of investments                   |                     | 1,108           
|Loss on investment write-downs and other       |                     | (2,699          
|                                               |                     |                 
|                                               |                    
|Income Before Income Taxes                     |                     | 214,676         
|Income taxes (Note 6)                          |                     | (71,829         
|                                               |                     |                 
|                                               |                    
|Net Income                                     |                     | 142,847         
|Preferred dividends                            |                     | (2,090          
|                                               |                     |                 
|                                               |                    
|Net Income Attributable to Common Shares       |                     | $    140,757    
|                                               |                     |                 
|                                               |                    
|Earnings Per Share (Note 2):                   |                    
|                                               |                    
|Basic                                          |                     | $            .44
|                                               |                     |                 
|                                               |                    
|Diluted                                        |                     | $            .44
|                                               |                     |                 
|                                               |                    
|Dividends per common share                     |                     | $            .18
|                                               |                     |                 

See Notes to Condensed Consolidated Financial Statements.

---

|                                         | March 27, 2005 |                | Dec. 26, 2004
|---------------------------------------- | -------------- | -------------- | -------------
|Assets                                   |                |                |              
|                                         |               
|Current Assets                           |               
|Cash and cash equivalents                |                | $      122,713 |              
|Accounts receivable, net                 |                | 725,010        |              
|Inventories                              |                | 50,449         |              
|Broadcast rights, net                    |                | 253,931        |              
|Deferred income taxes                    |                | 88,125         |              
|Prepaid expenses and other               |                | 67,103         |              
|                                         |                |                |              
|Total current assets                     |                | 1,307,331      |              
|                                         |                |                |              
|Properties                               |               
|Property, plant and equipment            |                | 3,629,235      |              
|Accumulated depreciation                 |                | (1,853,657     | )            
|                                         |                |                |              
|Net properties                           |                | 1,775,578      |              
|                                         |                |                |              
|Other Assets                             |               
|Broadcast rights, net                    |                | 321,569        |              
|Goodwill                                 |                | 5,466,861      |              
|Other intangible assets, net             |                | 3,121,474      |              
|Time Warner stock related to PHONES debt |                | 283,360        |              
|Other investments                        |                | 603,722        |              
|Prepaid pension costs                    |                | 876,085        |              
|Other                                    |                | 152,264        |              
|                                         |                |                |              
|Total other assets                       |                | 10,825,335     |              
|                                         |                |                |              
|Total assets                             |                | $ 13,908,244   |              
|                                         |                |                |              

See Notes to Condensed Consolidated Financial Statements.

---

|                                                                 | March 27, 2005 |                 | Dec. 26, 2004
|---------------------------------------------------------------- | -------------- | --------------- | -------------
|Liabilities and Shareholders Equity                             |                |                 |              
|                                                                 |               
|Current Liabilities                                              |               
|Long-term debt due within one year                               |                | $        16,700 |              
|Contracts payable for broadcast rights                           |                | 310,250         |              
|Deferred income                                                  |                | 184,732         |              
|Accounts payable, accrued expenses and other current liabilities |                | 573,204         |              
|                                                                 |                |                 |              
|Total current liabilities                                        |                | 1,084,886       |              
|                                                                 |                |                 |              
|Long-Term Debt                                                   |               
|PHONES debt related to Time Warner stock                         |                | 566,960         |              
|Other long-term debt (less portions due within one year)         |                | 1,777,462       |              
|                                                                 |               
|Other Non-Current Liabilities                                    |               
|Deferred income taxes                                            |                | 2,278,866       |              
|Contracts payable for broadcast rights                           |                | 467,054         |              
|Compensation and other obligations                               |                | 799,172         |              
|                                                                 |                |                 |              
|Total other non-current liabilities                              |                | 3,545,092       |              
|                                                                 |                |                 |              
|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                      |                | 6,938,728       |              
|Retained earnings                                                |                | 2,890,494       |              
|Treasury common stock (at cost)                                  |                | (3,011,900      | )            
|Accumulated other comprehensive income                           |                | 9,655           |              
|                                                                 |                |                 |              
|Total shareholders' equity                                       |                | 6,933,844       |              
|                                                                 |                |                 |              
|Total liabilities and shareholders' equity                       |                | $ 13,908,244    |              
|                                                                 |                |                 |              

See Notes to Condensed Consolidated Financial Statements.

---

|                                                                     | First Quarter Ended |          
|-------------------------------------------------------------------- | ------------------- | ---------
|
|Operations                                                           |                     |          
|Net income                                                           |                     | $ 142,847
|Adjustments to reconcile net income to net cash provided             |                    
|by operations:                                                       |                    
|Loss on change in fair values of derivatives and related investments |                     | 2,252    
|Gain on sales of investments                                         |                     | (1,108   
|Loss on investment write-downs and other                             |                     | 2,699    
|Depreciation                                                         |                     | 53,097   
|Amortization of intangible assets                                    |                     | 4,796    
|Deferred income taxes                                                |                     | 30,777   
|Decrease in accounts receivable                                      |                     | 125,204  
|Tax benefit on stock options exercised                               |                     | 1,296    
|Other, net                                                           |                     | (32,304  
|                                                                     |                     |          
|Net cash provided by operations                                      |                     | 329,556  
|                                                                     |                     |          
|                                                                     |                    
|Investments                                                          |                    
|Capital expenditures                                                 |                     | (37,027  
|Acquisitions and investments                                         |                     | (25,930  
|Proceeds from sale of investment                                     |                     |         
|                                                                     |                     |          
|Net cash used for investments                                        |                     | (62,957  
|                                                                     |                     |          
|                                                                     |                    
|Financing                                                            |                    
|Repayments of commercial paper, net of issuances                     |                     | (215,592 
|Repayments of long-term debt                                         |                     | (5,313   
|Sales of common stock to employees, net                              |                     | 15,993   
|Purchases of Tribune common stock                                    |                     | (4,177   
|Dividends                                                            |                     | (59,208  
|                                                                     |                     |          
|Net cash used for financing                                          |                     | (268,297 
|                                                                     |                     |          
|                                                                     |                    
|Net increase (decrease) in cash and cash equivalents                 |                     | (1,698   
|                                                                     |                    
|Cash and cash equivalents, beginning of year                         |                     | 124,411  
|                                                                     |                     |          
|                                                                     |                    
|Cash and cash equivalents, end of quarter                            |                     | $ 122,713
|                                                                     |                     |          

See Notes to Condensed Consolidated Financial Statements.

---

NOTE 1:  BASIS OF PREPARATION

In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all adjustments
necessary for a fair statement of the financial position of Tribune Company and its
subsidiaries (the Company or Tribune) as of March 27, 2005 and the
results of their operations and cash flows for the quarters ended March 27, 2005 and March
28, 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):

|                                                                | First Quarter Ended |             
|--------------------------------------------------------------- | ------------------- | ------------
|
|Basic EPS:                                                      |                     |             
|Net income                                                      |                     | $ 142,847   
|Preferred dividends                                             |                     | (2,090      
|                                                                |                     |             
|Net income attributable to common shares                        |                     | $ 140,757   
|Weighted average common shares outstanding                      |                     | 317,307     
|                                                                |                     |             
|Basic EPS                                                       |                     | $        .44
|                                                                |                     |             
|                                                                |                    
|Diluted EPS:                                                    |                    
|Net income                                                      |                     | $ 142,847   
|Dividends on Series C, D-1, and D-2 preferred stock             |                     | (2,090      
|                                                                |                     |             
|Net income attributable to common shares                        |                     | $ 140,757   
|                                                                |                     |             
|Weighted average common shares outstanding                      |                     | 317,307     
|Assumed exercise of stock options, net of common shares assumed |                    
|repurchased with the proceeds                                   |                     | 3,059       
|                                                                |                     |             
|Adjusted weighted average common shares outstanding             |                     | 320,366     
|                                                                |                     |             
|Diluted EPS                                                     |                     | $        .44
|                                                                |                     |             

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 first quarter 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 first quarter calculations of diluted EPS, 2.6 million and
2.1 million shares, respectively, of the Companys Series C, D-1 and D-2
convertible preferred stocks, and 21.2 million and 2.2 million shares, respectively,
of the Companys outstanding options were not reflected because their effects
were antidilutive.

NOTE 3:   NEWSDAY AND HOY, NEW YORK CHARGE

On Feb. 11, 2004, a purported class action lawsuit was filed in New York Federal
Court by certain advertisers of Newsday and Hoy, New York, alleging
that they were overcharged for advertising as a result of inflated circulation
numbers at these two publications. The purported class action also alleges that
entities that paid a Newsday subsidiary to deliver advertising flyers were
overcharged. On July 21, 2004, another lawsuit was filed in New York Federal



---

Court by certain advertisers of Newsday alleging damages resulting from inflated
Newsday circulation numbers as well as federal and state antitrust violations.
On Oct. 8, 2004, a third lawsuit was filed in New York State Court by a former
Newsday advertiser alleging damages resulting from inflated Newsday
circulation numbers. The Oct. 8, 2004 lawsuit has been settled, and the Company
intends to vigorously defend the other two 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. Audited circulation
figures for these periods were within the ranges previously disclosed.
ABCs circulation audits at Hoy, New York, for the
six-month periods ending March 31, 2004 and Sept. 30, 2004 and at Newsday
and Hoy, New York, for the six-month period ending March 31, 2005 are ongoing.

On July 12, 2004, ABC announced that it was censuring Newsday and
Hoy, New York, for improper circulation practices. As part of the censure,
ABC will be auditing Newsday and Hoy, New York, every six months,
instead of annually, through the six-month period ending Sept. 30, 2005. In addition,
Newsday and Hoy, New York, will not be able to publish their six-month
circulation statistics prior to the completion of the ABC audits for the six-months
ending March 31, 2005. Finally, Newsday and Hoy, New York, were
required to submit a plan to ABC for correcting their circulation practices. The Company
submitted the corrective plan to ABC in October 2004 and has been working with ABC to
fully comply with the terms of the censure.

As a result of misstatements of reported circulation at Newsday and
Hoy, New York, the Company recorded a pretax charge of $35 million in the
second quarter of 2004 as its estimate of the probable cost to settle with
advertisers based upon facts available at July 30, 2004, the date of the Companys
second quarter 2004 Form 10-Q filing. Since that date, the Company found additional
circulation misstatements, which 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):

|                                  | 
|--------------------------------- | 
|Accrual balance at Dec. 28, 2003  | 
|Provision                         | 
|Payments                          | 
|                                  | 
|Accrual balance at Dec. 26, 2004  | 
|Payments                          | 
|                                  | 
|Accrual balance at March 27, 2005 | 
|                                  | 

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

ABCs annual circulation audits at the Companys other newspapers
are ongoing. In addition, during the third quarter of 2004, the Companys
internal auditors began reviews of the circulation practices at all of the
Companys other print publications. The internal audit reviews have been
completed for all of the Companys paid daily newspapers. The reviews for
Chicago magazine and other non-paid and weekly newspapers are expected to be
completed during the

---

first half of 2005. To date, the Companys internal reviews have
found that circulation practices at the Companys other daily newspapers
are sound and that no material adjustments are required to be made to previously
reported circulation numbers.

NOTE 4:   STOCK-BASED COMPENSATION

The Company accounts for its stock-based compensation plans in accordance with
Accounting Principles Board (APB) Opinion No. 25 and related interpretations.
Under APB No. 25, no compensation expense is recorded because the exercise price of
employee stock options equals the market price of the underlying stock on the date
of grant.

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

|                                           | First Quarter Ended |             
|------------------------------------------ | ------------------- | ------------
|
|Net income, as reported                    |                     | $ 142,847   
|Less:  Total stock-based employee          |                    
|compensation expense, net of tax:          |                    
|General awards                             |                     | (11,050     
|Replacement options                        |                     | (1,032      
|Employee Stock Purchase Plan ("ESPP")      |                     | (908        
|                                           |                     |             
|Total compensation expense, net of tax     |                     | (12,990     
|                                           |                     |             
|Pro forma net income                       |                     | 129,857     
|Preferred dividends                        |                     | (2,090      
|                                           |                     |             
|Pro forma net income attributable          |                    
|to common shares                           |                     | $ 127,767   
|                                           |                     |             
|                                           |                    
|Weighted average common shares outstanding |                     | 317,307     
|                                           |                    
|Basic EPS, as reported                     |                     | $        .44
|Basic EPS, pro forma                       |                     | $        .40
|                                           |                    
|Adjusted weighted average                  |                    
|common shares outstanding                  |                     | 320,366     
|                                           |                    
|Diluted EPS, as reported                   |                     | $        .44
|Diluted EPS, pro forma                     |                     | $        .40

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

|                                | First Quarter 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 5:  PENSION AND POSTRETIREMENT BENEFITS

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

|                                    | Pension BenefitsFirst Quarter Ended |           | Other Postretirement BenefitsFirst Quarter Ended
|----------------------------------- | ----------------------------------- | --------- | ------------------------------------------------
|
|Service cost                        |                                     | $   6,271 |                                                 
|Interest cost                       |                                     | 20,634    |                                                 
|Expected return on plans' assets    |                                     | (31,778   | )                                               
|Recognized actuarial loss           |                                     | 15,526    |                                                 
|Amortization of prior service costs |                                     | (358      | )                                               
|Amortization of transition asset    |                                     | (1        | )                                               
|                                    |                                     |           |                                                 
|Net periodic benefit cost           |                                     | $ 10,294  |                                                 
|                                    |                                     |           |                                                 

For the year ended Dec. 25, 2005, the Company plans to contribute $6 million
to certain of its union and non-qualified pension plans and $17 million to its
other postretirement plans. As of March 27, 2005, $1.5 million of contributions
have been made to its union and non-qualified pension plans and $3.8 million of
contributions have been made to its other postretirement plans.

NOTE 6:   NON-OPERATING ITEMS

The first quarters of 2005 and 2004 included several non-operating items,
summarized as follows (in thousands):

|                                       | First Quarter EndedMarch 27, 2005 |         | First Quarter EndedMarch 28, 2004
|-------------------------------------- | --------------------------------- | ------- | ---------------------------------
|
|Loss on change in fair values          |                                   |         |                                  
|of derivatives and related investments |                                   | $(2,252 | )                                
|Gain on sales of investments           |                                   | 1,108   |                                  
|Loss on investment write-downs         |                                  
|and other                              |                                   | (2,699  | )                                
|Income tax settlement adjustments      |                                   |        |                                  
|                                       |                                   |         |                                  
|Total non-operating items              |                                   | $(3,843 | )                                
|                                       |                                   |         |                                  

In the first quarter of 2005, changes in the fair values of derivatives and
related investments related entirely to the Companys PHONES and related
Time Warner investment. The $2 million non-cash pretax loss resulted from a $23
million decrease in the fair value of 16 million shares of Time Warner common
stock partially offset by a $21 million decrease in the fair value of the
derivative component of the Companys PHONES. In the first quarter of 2005,
the Company reduced its income tax expense and liabilities by a total of $12 million
as a result of favorably resolving certain federal income tax issues.

In the first quarter of 2004, changes in the fair values of derivatives and
related investments related entirely to the Companys PHONES and related
Time Warner investment. The $46 million non-cash pretax loss resulted from a

---

$29 million increase in the fair value of the derivative component of the
Companys PHONES and a $17 million decrease in the fair value of 16 million
shares of Time Warner common stock. In the first quarter of 2004, the gain on
sales of 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 7:  INVENTORIES

Inventories consisted of the following (in thousands):

|                    | March 27, 2005 |         | Dec. 26, 2004
|------------------- | -------------- | ------- | -------------
|Newsprint (at LIFO) |                | $38,486 |              
|Supplies and other  |                | 11,963  |              
|                    |                |         |              
|Total inventories   |                | $50,449 |              
|                    |                |         |              

Newsprint inventories are valued under the LIFO method and were less than
current cost by approximately $6 million at March 27, 2005 and Dec. 26, 2004.

# NOTE 8: GOODWILL AND
OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets at March 27, 2005 and Dec. 26, 2004
consisted of the following (in thousands):

|                                         | March 27, 2005 |          | Dec. 26, 2004
|---------------------------------------- | -------------- | -------- | -------------
|
|Intangible assets subject to             |                |          |              
|amortization                             |               
|Subscribers (useful life of 15           |               
|to 20 years)                             |                | $195,750 |              
|Network affiliation agreements           |               
|(useful life of 40 years)                |                | 290,320  |              
|Other (useful life of 3 to 40 years)     |                | 23,307   |              
|                                         |                |          |              
|Total                                    |                | $509,377 |              
|                                         |                |          |              
|Goodwill and other intangible assets not |               
|subject to amortization                  |               
|Goodwill                                 |               
|Publishing                               |                |          |              
|Broadcasting and entertainment           |                |          |              
|                                         |                |          |              
|Total goodwill                           |                |          |              
|Newspaper mastheads                      |                |          |              
|FCC licenses                             |                |          |              
|Tradename                                |                |          |              
|                                         |                |          |              
|Total                                    |                |          |              
|                                         |                |          |              
|Total goodwill and other intangible      |               
|assets                                   |                |          |              
|                                         |                |          |              

---

NOTE 9:   LONG-TERM DEBT

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

|                                                                  | March 27, 2005 |              | Dec. 26, 2004
|----------------------------------------------------------------- | -------------- | ------------ | -------------
|
|Commercial paper, weighted average interest rate of 2.8% and 2.4% |                | $    557,614 |              
|Medium-term notes, weighted average interest rate of 6.2%,        |               
|due 2005-2008                                                     |                | 733,285      |              
|Capitalized real estate obligation, effective interest rate of    |               
|7.7%, expiring 2009                                               |                | 71,040       |              
|7.25% debentures due 2013, net of unamortized discount of $2,733  |               
|and $2,818                                                        |                | 79,350       |              
|7.5% debentures due 2023, net of unamortized discount of $4,380   |               
|and $4,438                                                        |                | 94,370       |              
|6.61% debentures due 2027, net of unamortized discount of $2,383  |               
|and $2,409                                                        |                | 82,577       |              
|7.25% debentures due 2096, net of unamortized discount of $18,445 |               
|and $18,492                                                       |                | 129,555      |              
|Interest rate swap                                                |                | 26,450       |              
|Other notes and obligations                                       |                | 19,921       |              
|                                                                  |                |              |              
|Total debt excluding PHONES                                       |                | 1,794,162    |              
|Less portions due within one year                                 |                | (16,700      | )            
|                                                                  |                |              |              
|Long-term debt excluding PHONES                                   |                | 1,777,462    |              
|2% PHONES debt related to Time Warner stock, due 2029             |                | 566,960      |              
|                                                                  |                |              |              
|Total long-term debt                                              |                | $ 2,344,422  |              
|                                                                  |                |              |              

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 $17 million of capitalized real estate and 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. Interest on the debentures is paid quarterly at an annual
rate of 2%. The Company also records non-cash interest expense on the discounted
debt component of the PHONES. The Company may redeem the PHONES at any time
for the higher of $157 per PHONES or the then market value of two shares of Time Warner
common stock, subject to certain adjustments. At any time, holders of the PHONES may
exchange a PHONES for an amount of cash equal to 95% (or 100% under certain circumstances)
of the market value of two shares of Time Warner common stock. At March 27, 2005, the
market value per PHONES was $89.50, and the market value of two shares of Time Warner
common stock was $35.42.

Under the provisions of FAS No. 133, 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 $716 million and $728 million at March 27, 2005 and Dec. 26, 2004,
respectively.

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

|                                                    | March 27, 2005 |          | Dec. 26, 2004
|--------------------------------------------------- | -------------- | -------- | -------------
|PHONES Debt:                                        |                |          |              
|Discounted debt component (at book value)           |                | $445,200 |              
|Derivative component (at fair value)                |                | 121,760  |              
|                                                    |                |          |              
|Total                                               |                | $566,960 |              
|                                                    |                |          |              
|Time Warner stock related to PHONES (at fair value) |                | $283,360 |              
|                                                    |                |          |              

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.

Revolving Credit Agreements In the first quarter of 2005, the
Company entered into revolving credit agreements providing for additional borrowings
of up to $200 million, increasing the aggregate amount 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 March 27, 2005, and the
Company was in compliance with the covenants. In addition to the PHONES, the Company
intends to refinance the $558 million of commercial paper and $221 million of medium-term
notes, which are scheduled to mature by March 27, 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 10:   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):

|                                                               | First Quarter Ended |          
|-------------------------------------------------------------- | ------------------- | ---------
|
|Net income                                                     |                     | $ 142,847
|Unrealized holding loss on marketable securities classified    |                    
|as available-for-sale:                                         |                    
|Unrealized holding loss arising during the                     |                    
|period, before tax                                             |                     | (5,182   
|Income taxes                                                   |                     | 2,021    
|                                                               |                     |          
|Change in net unrealized loss on marketable securities         |                    
|classified as available-for-sale                               |                     | (3,161   
|                                                               |                     |          
|                                                               |                    
|Change in foreign currency translation adjustments, net of tax |                     | (14      
|                                                               |                     |          
|                                                               |                    
|Other comprehensive loss                                       |                     | (3,175   
|                                                               |                     |          
|                                                               |                    
|Comprehensive income                                           |                     | $ 139,672
|                                                               |                     |          

NOTE 11:  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. The Company cannot predict with certainty the ultimate
effect that these proceedings will have on the media ownership rules.

During 1998, Times Mirror, which was acquired by the Company in 2000, disposed
of its Matthew Bender and Mosby subsidiaries in separate tax-free reorganizations.
While the Company strongly believes that these transactions were completed on a
tax-free basis, the Internal Revenue Service (IRS) has audited the
transactions and disagreed with the position taken by Times Mirror. In 2001, the
Company received an IRS adjustment to increase Times Mirrors 1998 taxable
income by approximately $1.6 billion. If the IRS prevails, the Companys
federal and state income tax liability would be approximately $600 million,
plus interest. As of March 27, 2005, the interest on the proposed taxes would be
approximately $349 million. The Company intends to vigorously defend its position and
filed a petition in U.S. Tax Court on Nov. 8, 2002 to contest the IRS position. In
December 2004, the Company presented its position in U.S. Tax Court. The Company does not
expect to receive the Courts decision before the fourth quarter of 2005.

A tax reserve of $180 million, plus $69 million of interest, relating to these
transactions is included in compensation and other obligations on the
condensed consolidated balance sheets. Times Mirror established the $180 million
tax

---

reserve in 1998 when it entered into the transactions based on its assessment,
along with its tax advisors, of the amount needed to resolve a dispute with the IRS.
The Company evaluates the adequacy of this reserve on a periodic basis. The
Company has maintained this initial reserve as no new information has become
available which would warrant a change in that reserve.

The resolutions of the Companys tax issues are unpredictable and could
result in tax liabilities that are significantly higher or lower than that which
has been provided by the Company. In the first quarter of 2005, the Company reduced
its income tax expense and liabilities by a total of $12 million as a result of
favorably resolving certain federal income tax issues.

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, 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, CrossMedia Services,
Inc. and Topix, LLC, which were $76 million, $8 million, $25 million and $16 million,
respectively, at March 27, 2005. The adoption of FIN 46 had no impact on the Company.

NOTE 12:  SEGMENT INFORMATION

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

|                               | First Quarter Ended |             
|------------------------------ | ------------------- | ------------
|
|Operating revenues:            |                     |             
|Publishing                     |                     | $ 1,005,512 
|Broadcasting and entertainment |                     | 310,232     
|                               |                     |             
|Total operating revenues       |                     | $ 1,315,744 
|                               |                     |             
|Operating profit: (1)          |                    
|Publishing                     |                     | $    198,539
|Broadcasting and entertainment |                     | 66,966      
|Corporate expenses             |                     | (13,448     
|                               |                     |             
|Total operating profit         |                     | $    252,057
|                               |                     |             

|                               | March 27, 2005 |              | Dec. 26, 2004
|------------------------------ | -------------- | ------------ | -------------
|Assets:                        |                |              |              
|Publishing                     |                | $  8,112,995 |              
|Broadcasting and entertainment |                | 4,339,008    |              
|Corporate                      |                | 1,456,241    |              
|                               |                |              |              
|Total assets                   |                | $13,908,244  |              
|                               |                |              |              

(1)    
          Operating profit for each segment excludes interest income and 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 first quarter of 2005 to
the first quarter 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.

# SIGNIFICANT EVENTS

In February 2005, the Companys Chicago Cubs subsidiary traded Sammy Sosa
to the Baltimore Orioles. As a result of this trade, the Company recorded $13.5
million of additional compensation expense in the first quarter of 2005.

# NON-OPERATING ITEMS

The first quarters of 2005 and 2004 included several non-operating items,
summarized as follows (in millions, except per share data):

|                                         | First Quarter EndedMarch 27, 2005 |         | First Quarter EndedMarch 28, 2004
|---------------------------------------- | --------------------------------- | ------- | ---------------------------------
|
|Loss on change in fair values            |                                   |         |                                  
|of derivatives and related investments   |                                   | $  (2.2 | )                                
|Gain on sales of investments             |                                   | 1.1     |                                  
|Loss on investment write-downs and other |                                   | (2.7    | )                                
|Income tax settlement adjustments        |                                   |        |                                  
|                                         |                                   |         |                                  
|Total non-operating items                |                                   | $  (3.8 | )                                
|                                         |                                   |         |                                  

In the first quarter of 2005, changes in the fair values of derivatives and
related investments related entirely to the Companys PHONES and related
Time Warner investment. The $2 million non-cash pretax loss resulted from a
$23 million decrease in the fair value of 16 million shares of Time Warner common
stock partially offset by a $21 million decrease in the fair value of the derivative
component of the Companys PHONES. In the first quarter of

---

2005, the Company reduced its income tax expense and liabilities by a total
of $12 million as a result of favorably resolving certain federal income tax issues.

In the first quarter of 2004, changes in the fair values of derivatives and
related investments related entirely to the Companys PHONES and related
Time Warner investment. The $46 million non-cash pretax loss resulted from a
$29 million increase in the fair value of the derivative component of the
Companys PHONES and a $17 million decrease in the fair value of 16 million
shares of Time Warner common stock. In the first quarter of 2004, the gain on sales of
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 first quarters reflect these seasonal patterns.

# CONSOLIDATED

The Companys consolidated operating results for the first quarters of
2005 and 2004 are shown in the table below.

|                                        | First Quarter
|--------------------------------------- | -------------
|(In millions, except per share data)   
|                                        |              
|Operating revenues                      |              
|                                        |              
|Operating profit (1)                    |              
|                                        |              
|Net income (loss) on equity investments |              
|                                        |              
|Net income                              |              
|                                        |              
|Diluted earnings per share              |              

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

* Not meaningful

Earnings Per Share (EPS) Diluted EPS for the 2005
first quarter was $.44, up from $.35 in 2004. The 2005 first quarter results
included a net non-operating gain of $.03 per diluted share, while the 2004
first quarter results included a net non-operating loss of $.05 per diluted share.

---

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

|                                            | First Quarter
|------------------------------------------- | -------------
|(In millions)                              
|Operating revenues                          |              
|Publishing                                  |              
|Broadcasting and entertainment              |              
|                                            |              
|Total operating revenues                    |              
|                                            |              
|Depreciation and amortization expense       |              
|Publishing                                  |              
|Broadcasting and entertainment              |              
|Corporate                                   |              
|                                            |              
|Total depreciation and amortization expense |              
|                                            |              
|Operating profit (loss) (1)                 |              
|Publishing                                  |              
|Broadcasting and entertainment              |              
|Corporate expenses                          |              
|                                            |              
|Total operating profit                      |              
|                                            |              

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

Consolidated operating revenues for the 2005 first quarter fell 1% to $1.32
billion primarily due to lower broadcasting and entertainment television revenues.

Consolidated operating profit decreased 8%, or $21 million, in the first
quarter of 2005. Publishing operating profit increased 5%, or $10 million,
mainly as a result of lower operating expenses. Publishing operating expenses
declined 1% primarily due to lower compensation and circulation distribution
expenses, partially offset by increased newsprint and ink expense. Broadcasting
and entertainment operating profit was down 31%, or $30 million, in the first
quarter of 2005, primarily as a result of lower television advertising revenues and a rise
in radio/entertainment operating expenses due to $13.5 million of additional compensation
expense recorded by the Chicago Cubs related to the Sammy Sosa trade.

Operating Expenses Consolidated operating expenses for the
first quarter were as follows:

|                                    | First Quarter
|----------------------------------- | -------------
|(In millions)                      
|                                    |              
|Cost of sales                       |              
|Selling, general and administrative |              
|Depreciation and amortization       |              
|                                    |              
|Total operating expenses            |              
|                                    |              

Cost of sales increased 3%, or $17 million, in the 2005 first quarter.
Compensation expense rose 5%, or $12 million, due primarily to the Sammy Sosa
trade, partially offset by the impact of position eliminations in the publishing
group in the second half of 2004. Newsprint and ink expense was up 2%, or $2
million, as a 12% increase in average newsprint costs was largely offset by a 9%
drop in consumption.

Selling, general and administrative (SG&A) expenses were down
3%, or $11 million, in the 2005 first quarter. Compensation expense decreased 1%,
or $3 million, due primarily to the impact of position eliminations in the
publishing group in the second half of 2004, partially offset by higher retirement
and medical plan expenses.

---

Other SG&A expenses fell 6%, or $5 million, as a result of lower sales
commissions and cost reduction initiatives.

Depreciation and amortization of intangible assets decreased 1% in the first
quarter of 2005.

# PUBLISHING

Operating Revenues and Profit The following table presents
publishing operating revenues, operating expenses and operating profit for the
first quarter. References in this discussion to individual daily newspapers
include their related businesses.

|                     | First Quarter
|-------------------- | -------------
|(In millions)       
|                     |              
|Operating revenues   |              
|                     |              
|Operating expenses   |              
|                     |              
|                     |              
|Operating profit (1) |              
|                     |              

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

Publishing operating revenues for the 2005 first quarter were flat compared
with last years first quarter. Increases in Chicago, South Florida and
Orlando were largely offset by a decline at Newsday in the first quarter of 2005.
Newsday implemented lower ad rates in September 2004 as a result of the
significant reduction in reported circulation.

Operating profit for the 2005 first quarter rose 5%, or $10 million, mainly
as a result of lower operating expenses. Operating expenses declined 1% primarily
due to compensation and circulation distribution expense declines, partially
offset by increased newsprint and ink expense.

Publishing operating revenues, by classification, for the first quarter were
as follows:

|                  | First Quarter
|----------------- | -------------
|(In millions)    
|                  |              
|Advertising       |              
|Retail            |              
|National          |              
|Classified        |              
|                  |              
|Total advertising |              
|Circulation       |              
|Other             |              
|                  |              
|Total revenues    |              
|                  |              

Total advertising revenues rose 2% in the 2005 first quarter. Retail advertising
was up 2%, or $7 million, due to increases in the auto supply, food and drug,
hardware/home improvement and health care categories, partially offset by a decline
in education and apparel/fashion. Preprint revenues, which are the primary
contributor to retail advertising growth, increased 8%, led by a 14% increase
in Los Angeles. Preprint revenue in South Florida and Chicago was up 10% and 9%,
respectively. National advertising revenue for the first quarter of 2005 decreased 1%, or
$1 million, primarily due to decreases in the transportation, technology, resorts and
movie categories, partially offset by increases in financial and auto. Classified
advertising revenues rose 3%, or $8 million, in the 2005 first quarter primarily due to
increases in help wanted and real estate, partially offset by lower auto revenues. First
quarter 2005 interactive revenues, which are included in the above categories, increased
39% to $40 million, primarily due to strength in classified advertising.

---

Advertising volume for the first quarter was as follows:

|                              | First Quarter
|----------------------------- | -------------
|(Inches in thousands)        
|                              |              
|Full run                      |              
|Retail                        |              
|National                      |              
|Classified                    |              
|                              |              
|Total full run                |              
|Part run                      |              
|                              |              
|Total inches                  |              
|                              |              
|Preprint pieces (in millions) |              

Full run advertising inches decreased 6% in the first quarter of 2005 due to
decreases in the national and classified advertising categories. Full run retail
advertising inches were flat compared with the 2004 first quarter as decreases
in Chicago and Baltimore were offset by increases in Los Angeles, South Florida,
Orlando and the Los Angeles edition of Hoy, which was launched in March
2004. Full run national advertising inches were down 6% primarily due to decreases
in Los Angeles and Baltimore, partially offset by an increase in South Florida.
Full run classified advertising inches decreased 9% in the 2005 first quarter due
primarily to decreases in South Florida, Baltimore, Newport News, Hoy, New York,
and Hoy, Chicago. Part run advertising inches increased 1% in the 2005 first
quarter due to increases in Chicago and South Florida, partially offset by a decline in
Los Angeles. Preprint advertising pieces rose 10% in the first quarter primarily due to
increases in Chicago and Los Angeles.

Circulation revenues were down 9% due to volume declines across all newspapers,
as well as selectively higher discounting. The largest revenue declines were at
Los Angeles and Newsday.

Other revenues are derived from advertising placement services; the syndication
of columns, features, information and comics to newspapers; commercial printing
operations; delivery of other publications; direct mail operations; cable
television news programming; distribution of entertainment listings; and other
publishing-related activities. Other revenues increased 5%, or $3 million, in
the 2005 first quarter.

Operating Expenses  Operating expenses for the first quarter
were as follows:

|                              | First Quarter
|----------------------------- | -------------
|(In millions)                
|                              |              
|Compensation                  |              
|Newsprint and ink             |              
|Circulation distribution      |              
|Promotion                     |              
|Depreciation and amortization |              
|Other                         |              
|                              |              
|Total operating expenses      |              
|                              |              

Publishing operating expenses decreased 1%, or $7 million, in the 2005 first
quarter primarily due to lower compensation and circulation distribution expense, partially
offset by a rise in newsprint and ink expense. Compensation expense decreased 2%,
or $5 million, primarily due to the impact of position eliminations in the second
half of 2004, partially offset by higher retirement plan expense. Circulation
distribution expense declined 2%, or $3 million, due to lower payments to outside
contractors primarily as a result of circulation volume declines. Newsprint and
ink expense was up 2%, or $2 million, due to a 12% increase in average newsprint
costs, partially offset by a 9% drop in consumption.

---

# BROADCASTING AND
ENTERTAINMENT

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

|                            | First Quarter
|--------------------------- | -------------
|(In millions)              
|                            |              
|Operating revenues          |              
|Television                  |              
|Radio/entertainment         |              
|                            |              
|Total operating revenues    |              
|                            |              
|Operating expenses          |              
|Television                  |              
|Radio/entertainment         |              
|                            |              
|Total operating expenses    |              
|                            |              
|Operating profit (loss) (1) |              
|Television                  |              
|Radio/entertainment         |              
|                            |              
|Total operating profit      |              
|                            |              

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

* Not meaningful

Broadcasting and entertainment operating revenues decreased 6%, or $19 million,
in the 2005 first quarter primarily due to lower television revenues. Television
revenues were down 5%, or $17 million, in the first quarter due to lower advertising
revenues, which were primarily driven by weakness in the automotive, movie and
telecom categories. In addition, television 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.

Operating profit for broadcasting and entertainment was down 31%, or $30 million,
in the 2005 first quarter. Television operating profit decreased 15%, or $16 million,
in the 2005 first quarter due to the 5% decrease in operating revenues. The radio/entertainment
loss was higher in the 2005 first quarter primarily due to a rise in operating
expenses. Operating expenses for radio/entertainment increased 45%, or $12 million, due to $13.5 million
of additional compensation expense recorded by the Chicago Cubs related to the
Sammy Sosa trade.

Operating Expenses  Operating expenses for the first quarter
were as follows:

|                              | First Quarter
|----------------------------- | -------------
|(In millions)                
|                              |              
|Compensation                  |              
|Programming                   |              
|Depreciation and amortization |              
|Other                         |              
|                              |              
|Total operating expenses      |              
|                              |              

Broadcasting and entertainment operating expenses increased 5%, or $11 million,
in the first quarter of 2005 due to higher compensation expense, partially offset
by a decrease in other cash expenses. Compensation expense

---

increased 19%, or $14 million, in the 2005 first quarter primarily due to the impact of the Sosa
trade. Other cash expenses decreased 8%, or $3 million, as a result of lower
sales commissions and cost reduction initiatives.

# CORPORATE EXPENSES

Corporate expenses for the 2005 first quarter increased 4% to $13.4 million
from $12.9 million in the first quarter of 2004. The increase was primarily due
to higher retirement plan expense.

# EQUITY RESULTS

Net income on equity investments totaled $0.5 million in the 2005 first quarter,
compared with a loss of $4 million in 2004. The increase is primarily due to
improvements at Comcast SportsNet Chicago, The WB Network and TV Food Network.

# INTEREST AND INCOME TAXES

Interest expense for the 2005 first quarter decreased 25% to $35 million from
$47 million last year, primarily due to the retirement of higher interest rate
debt, which was replaced with commercial paper in the second quarter of 2004.
Debt, excluding the PHONES, was $1.8 billion at the end of the 2005 first quarter
compared with $2.0 billion at the end of the first quarter of 2004. Interest
income decreased 15% to $1.1 million in the first quarter of 2005 from $1.3
million in 2004.

The effective tax rate in the 2005 first quarter was 33.5%, compared with a
rate of 38.7% in the 2004 first quarter. 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 federal income tax issues.

# 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 quarter was $330 million
in 2005, down from $342 million in 2004. The decrease was mainly due to lower
operating profit and a lower tax benefit on stock option exercises. 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 $63 million in the first quarter of 2005
compared with $32 million in the first quarter of 2004. The Company spent $37
million for capital expenditures and $26 million in cash for acquisitions and
investments in the first quarter of 2005.

Net cash used for financing activities in the first quarter of 2005 was $268
million and included repayments of commercial paper and long-term debt, repurchases
of common stock and the payment of dividends, partially offset by proceeds from
sales of stock to employees. The Company repaid $221 million of commercial paper
and long-term debt during the first quarter of 2005. The Company repurchased and retired 0.1
million shares of its common stock in the open market for $4 million in the first
quarter of 2005. Under a 2000 stock repurchase authorization, the Company may buy
back an additional $597 million of its common stock. Dividends paid on common and
preferred shares totaled $59 million in the first quarter of 2005. Quarterly
dividends on the Companys common stock increased from $.12 in 2004 to $.18 per share
in 2005.

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 March 27, 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 March 27, 2005, the Company had $558 million

---

of commercial paper outstanding. The Companys commercial paper is rated A-1,
P-2, F-1 and R-1L by Standard &
Poors, 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 Standard
& Poors, A3 by Moodys, A by Fitch and
A by Dominion.

During 1998, Times Mirror, which was acquired by the Company in 2000, disposed
of its Matthew Bender and Mosby subsidiaries in separate tax-free reorganizations.
While the Company strongly believes that these transactions were completed on a
tax-free basis, the Internal Revenue Service (IRS) has audited the
transactions and disagreed with the position taken by Times Mirror. In 2001, the
Company received an IRS adjustment to increase Times Mirrors 1998 taxable
income by approximately $1.6 billion. If the IRS prevails, the Companys
federal and state income tax liability would be approximately $600 million,
plus interest. As of March 27, 2005, the interest on the proposed taxes would be
approximately $349 million. The Company intends to vigorously defend its position and
filed a petition in U.S. Tax Court on Nov. 8, 2002 to contest the IRS position. In
December 2004, the Company presented its position in U.S. Tax Court. The Company does not
expect to receive the Courts decision before the fourth quarter of 2005.

A tax reserve of $180 million, plus $69 million of interest, relating to these
transactions is included in compensation and other obligations on the
condensed consolidated balance sheets. Times Mirror established the $180 million
tax reserve in 1998 when it entered into the transactions based on its assessment,
along with its tax advisors, of the amount needed to resolve a dispute with the IRS.
The Company evaluates the adequacy of this reserve on a periodic basis. The
Company has maintained this initial reserve as no new information has become
available which would warrant a change in that reserve.

The resolutions of the Companys tax issues are unpredictable and could
result in tax liabilities that are significantly higher or lower than that which
has been provided by the Company. In the first quarter of 2005, the Company reduced
its income tax expense and liabilities by a total of $12 million as a result of
favorably resolving certain federal income tax issues.

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 levels
and audience shares. As a result of this limited visibility, the Company is
currently not providing revenue guidance for 2005; investors are encouraged to
review the Companys monthly revenue releases for current trends.

Consolidated operating expenses are expected to decline in 2005 due to the
absence of the $90 million advertising settlement charge and the $41 million of
position elimination costs recorded in 2004. Other consolidated operating expenses
are expected to be up about 2% for 2005 due to higher expenses for retirement and
medical plans and newsprint, along with a slight increase in broadcast rights expense.
Net equity income is projected to be somewhat higher than 2004. Interest expense
is expected to be somewhat below 2004 due to the full year impact of the
debt refinancing in the second quarter of 2004. The effective income tax rate for 2005 is
expected to be approximately 38%. Capital expenditures are projected to increase slightly
over 2004. The Company is required to adopt FAS 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 March 27, 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 March 27, 2005, the Companys common stock investments in publicly
traded companies consisted entirely of 3.1 million shares of Time Warner common
stock unrelated to PHONES (see discussion below in Derivatives and Related Trading
Securities).

|                 | Valuation of InvestmentAssuming Indicated Decreasein Stock's Price | March 27, 2005 | Valuation of InvestmentAssuming Indicated Increasein Stock's Price
|---------------- | ------------------------------------------------------------------ | -------------- | ------------------------------------------------------------------
|(In thousands)  
|Common stock     |                                                                    |                |                                                                   
|investments in   |                                                                   
|public companies |                                                                    | $38,268        |                                                                   

|(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 March 27, 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 five of the quarters, by 20% or more
in two of the quarters and by 30% or more in two of the quarters.

Derivatives and Related Trading Securities The Company has
issued 8 million PHONES indexed to the value of its investment in 16 million
shares of Time Warner common stock (see Note 9 to the Companys consolidated
financial statements in the 2004 Annual Report on Form 10-K). Beginning in the
second quarter of 1999, this investment in Time Warner 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 $157 per PHONES. At March 27,
2005, the PHONES carrying value was approximately $567 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 InvestmentAssuming Indicated Decreasein Stock's Price | March 27, 2005 | Valuation of InvestmentAssuming Indicated Increasein Stock's Price
|------------------------ | ------------------------------------------------------------------ | -------------- | ------------------------------------------------------------------
|(In thousands)          
|Time Warner common stock |                                                                    | $198,352       |                                                                   

During the last 12 quarters preceding March 27, 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 five of the quarters, by 20% or more in
two of the quarters and by 30% or more in two 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 March 27, 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 March 27,
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 and Note 11 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. First quarter 2005 repurchases, 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                                   
|Period 2 (4 weeks ended Feb. 27, 2005)  |  | 100          |  | 41.69                             |  | 44,345                                   
|Period 3 (4 weeks ended March 27, 2005) |  |             |  |                                  |  | 44,345                                   

# 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:  April 29, 2005 | /s/  R. Mark Mallory   
          R. Mark Mallory      Vice President and Controller
              (on behalf of the Registrant
              and as Chief Accounting Officer)