---

# 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
July 23, 2004 there were 318,281,734 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.

|                                                          | Second Quarter Ended |                 | First Half Ended
|--------------------------------------------------------- | -------------------- | --------------- | ----------------
|
|Operating Revenues                                        |                      | $ 1,495,931     |                 
|                                                          |                     
|Operating Expenses                                        |                     
|Cost of sales (exclusive of items shown below)            |                      | 700,175         |                 
|Selling, general and administrative                       |                      | 417,186         |                 
|Depreciation                                              |                      | 55,006          |                 
|Amortization of intangible assets                         |                      | 4,807           |                 
|                                                          |                      |                 |                 
|Total operating expenses                                  |                      | 1,177,174       |                 
|                                                          |                      |                 |                 
|                                                          |                     
|Operating Profit                                          |                      | 318,757         |                 
|                                                          |                     
|Net income/(loss) on equity investments                   |                      | 4,385           |                 
|Interest income                                           |                      | 1,023           |                 
|Interest expense                                          |                      | (36,247         | )               
|Gain/(loss) on change in fair values of derivatives       |                     
|and related investments                                   |                      | 20,229          |                 
|Loss on early debt retirement                             |                      | (140,506        | )               
|Gain/(loss) on sales of subsidiaries and investments, net |                      | (2,644          | )               
|Loss on investment write-downs and other, net             |                      | (4,480          | )               
|                                                          |                      |                 |                 
|                                                          |                     
|Income Before Income Taxes                                |                      | 160,517         |                 
|Income taxes                                              |                      | (64,131         | )               
|                                                          |                      |                 |                 
|                                                          |                     
|Net Income                                                |                      | 96,386          |                 
|Preferred dividends, net of tax                           |                      | (2,077          | )               
|                                                          |                      |                 |                 
|                                                          |                     
|Net Income Attributable to Common Shares                  |                      | $      94,309   |                 
|                                                          |                      |                 |                 
|                                                          |                     
|Earnings Per Share (Note 2):                              |                     
|                                                          |                     
|Basic                                                     |                      | $           .29 |                 
|                                                          |                      |                 |                 
|Diluted                                                   |                      | $           .29 |                 
|                                                          |                      |                 |                 
|Dividends per common share                                |                      | $           .12 |                 
|                                                          |                      |                 |                 

See Notes to Condensed Consolidated Financial Statements.

---

|                                         | June 27, 2004 |                | Dec. 28, 2003
|---------------------------------------- | ------------- | -------------- | -------------
|
|                                         |               |                |              
|Current Assets                           |              
|Cash and cash equivalents                |               | $      115,666 |              
|Accounts receivable, net                 |               | 844,982        |              
|Inventories                              |               | 65,393         |              
|Broadcast rights, net                    |               | 235,358        |              
|Deferred income taxes                    |               | 90,342         |              
|Prepaid expenses and other               |               | 58,481         |              
|                                         |               |                |              
|Total current assets                     |               | 1,410,222      |              
|                                         |              
|Property, plant and equipment            |               | 3,526,253      |              
|Accumulated depreciation                 |               | (1,758,579     | )            
|                                         |               |                |              
|Net properties                           |               | 1,767,674      |              
|                                         |              
|Broadcast rights, net                    |               | 262,336        |              
|Goodwill                                 |               | 5,467,806      |              
|Other intangible assets, net             |               | 3,165,066      |              
|Time Warner stock related to PHONES debt |               | 278,880        |              
|Other investments                        |               | 560,399        |              
|Prepaid pension costs                    |               | 888,781        |              
|Other assets                             |               | 147,916        |              
|                                         |               |                |              
|Total assets                             |               | $ 13,949,080   |              
|                                         |               |                |              

See Notes to Condensed Consolidated Financial Statements.

---

|                                                                 | June 27, 2004 |                | Dec. 28, 2003
|---------------------------------------------------------------- | ------------- | -------------- | -------------
|
|Liabilities and Shareholders Equity                             |               |                |              
|Current Liabilities                                              |              
|Long-term debt due within one year                               |               | $      421,773 |              
|Contracts payable for broadcast rights                           |               | 280,307        |              
|Deferred income                                                  |               | 134,373        |              
|Accounts payable, accrued expenses and other current liabilities |               | 592,741        |              
|                                                                 |               |                |              
|Total current liabilities                                        |               | 1,429,194      |              
|                                                                 |              
|PHONES debt related to Time Warner stock                         |               | 559,040        |              
|Other long-term debt (less portions due within one year)         |               | 1,786,957      |              
|Deferred income taxes                                            |               | 2,245,602      |              
|Contracts payable for broadcast rights                           |               | 431,173        |              
|Compensation and other obligations                               |               | 835,855        |              
|                                                                 |               |                |              
|Total liabilities                                                |               | 7,287,821      |              
|                                                                 |              
|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                      |               | 6,907,140      |              
|Retained earnings                                                |               | 2,646,565      |              
|Treasury common stock (at cost)                                  |               | (3,010,667     | )            
|Accumulated other comprehensive income                           |               | 11,354         |              
|                                                                 |               |                |              
|Total shareholders' equity                                       |               | 6,661,259      |              
|                                                                 |               |                |              
|Total liabilities and shareholders' equity                       |               | $ 13,949,080   |              
|                                                                 |               |                |              

See Notes to Condensed Consolidated Financial Statements.

---

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

See Notes to Condensed Consolidated Financial Statements.

---

# NOTE 1:  BASIS OF PREPARATION

In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all adjustments
necessary for a fair statement of the financial position of Tribune Company and its
subsidiaries (the Company or Tribune) as of June 27, 2004 and the
results of their operations for the second quarters and first halves ended June 27, 2004
and June 29, 2003 and cash flows for the first halves ended June 27, 2004 and June 29,
2003. All adjustments reflected in the accompanying unaudited condensed consolidated
financial statements are of a normal recurring nature. Results of operations for interim
periods are not necessarily indicative of the results to be expected for the full year.
Certain prior year amounts have been reclassified to conform with the 2004 presentation.
These reclassifications had no impact on reported 2003 total revenues, operating profit or
net income.

# NOTE 2:  EARNINGS PER SHARE

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

|                                                | Second Quarter Ended |              | First Half Ended
|----------------------------------------------- | -------------------- | ------------ | ----------------
|
|                                                |                      |              |                 
|Basic EPS:                                      |                     
|Net income                                      |                      | $   96,386   |                 
|Preferred dividends, net of tax                 |                      | (2,077       | )               
|                                                |                      |              |                 
|Net income attributable to common shares        |                      | $   94,309   |                 
|Weighted average common shares outstanding      |                      | 324,296      |                 
|                                                |                      |              |                 
|Basic EPS                                       |                      | $        .29 |                 
|                                                |                      |              |                 
|                                                |                     
|Diluted EPS:                                    |                     
|Net income                                      |                      | $   96,386   |                 
|Additional ESOP contribution required           |                     
|assuming Series B preferred shares were         |                     
|converted, net of tax                           |                      |             |                 
|Dividends on Series C, D-1, and D-2 preferred   |                     
|stock                                           |                      | (2,077       | )               
|LYONs interest expense, net of tax              |                      |             |                 
|                                                |                      |              |                 
|Adjusted net income                             |                      | $   94,309   |                 
|                                                |                      |              |                 
|                                                |                     
|Weighted average common shares outstanding      |                      | 324,296      |                 
|Assumed conversion of Series B preferred shares |                     
|into common shares                              |                      |             |                 
|Assumed exercise of stock options, net of       |                     
|common shares assumed repurchased               |                     
|with the proceeds                               |                      | 5,627        |                 
|Assumed conversion of LYONs debt securities     |                      |             |                 
|                                                |                      |              |                 
|Adjusted weighted average common shares         |                     
|outstanding                                     |                      | 329,923      |                 
|                                                |                      |              |                 
|Diluted EPS                                     |                      | $        .29 |                 
|                                                |                      |              |                 

Basic EPS is computed by dividing net
income attributable to common shares by the weighted average number of common shares
outstanding during the period. Diluted EPS for the second quarter and first half of 2003
was computed assuming that the Series B convertible preferred shares and the LYONs debt
securities had been converted into common shares as of the beginning of fiscal year 2003.
The Series B convertible preferred shares were converted into approximately 15.4 million
shares of common stock on Dec. 16, 2003, and the LYONs were converted into

---

approximately
seven million shares of common stock during June 2003. In addition, in the second quarter
and first half diluted EPS calculations, for both 2004 and 2003, weighted average common
shares outstanding were adjusted for the dilutive effect of stock options. The
Companys stock options and convertible securities are included in the calculation of
diluted EPS only when their effects are dilutive. In the 2004 and 2003 second quarter
calculations of diluted EPS, 2.2 million shares in each year, related to the
Companys Series C, D-1 and D-2 convertible preferred stocks, and 10.3 million and
2.7 million shares, respectively, related to the Companys outstanding options, were
not included because their effects were antidilutive. In the 2004 and 2003 first half
calculations of diluted EPS, 2.2 and 2.3 million shares, respectively, related to the
Companys Series C, D-1 and D-2 convertible preferred stocks, and 7.2 million and 2.7
million shares, respectively, related to the Companys outstanding options, were not
included 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 which paid a Newsday subsidiary
to deliver advertising flyers were overcharged. On July 21, 2004, another lawsuit was
filed in New York Federal Court by certain advertisers of Newsday alleging damages
resulting from inflated Newsday circulation numbers as well as federal and state
antitrust violations. The Company intends to vigorously defend these suits. Newsday
is a morning newspaper published seven days a week and circulated primarily in Long
Island, New York, and in the borough of Queens in New York City. Hoy, New York, is
a Spanish language newspaper that is also published seven days a week.

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

As a result of the circulation
misstatements for 2001 through 2004, the Company recorded a pretax charge of $35 million
in selling, general and administrative expenses in the second quarter of 2004 as its
estimate of the probable cost to settle with Newsday and Hoy, New York, advertisers
based upon facts available at the date of this report. The Company will continue to
evaluate the adequacy of this $35 million reserve on an ongoing basis as additional audit
work is completed and negotiations with the advertisers proceed.

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

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

---

# NOTE 4:  STOCK-BASED COMPENSATION

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

|                                      | Second Quarter Ended |              | First Half Ended
|------------------------------------- | -------------------- | ------------ | ----------------
|
|Net income, as reported               |                      | $   96,386   |                 
|Less:  pro forma stock-based employee |                     
|compensation expense, net of tax:     |                     
|General option awards                 |                      | (12,783      | )               
|Replacement option awards             |                      | (4,637       | )               
|Merit option awards                   |                      |             |                 
|Employee stock purchase plan          |                      | (905         | )               
|                                      |                      |              |                 
|Total pro forma stock-based employee  |                     
|compensation expense, net of tax      |                      | (18,325      | )               
|                                      |                      |              |                 
|                                      |                     
|Pro forma net income                  |                      | 78,061       |                 
|Preferred dividends, net of tax       |                      | (2,077       | )               
|                                      |                      |              |                 
|Pro forma net income attributable to  |                     
|common shares                         |                      | $   75,984   |                 
|                                      |                      |              |                 
|                                      |                     
|Weighted average common shares        |                     
|outstanding                           |                      | 324,296      |                 
|                                      |                     
|Basic EPS, as reported                |                      | $        .29 |                 
|Basic EPS, pro forma                  |                      | $        .23 |                 
|                                      |                     
|Adjusted weighted average             |                     
|common shares outstanding             |                      | 329,923      |                 
|                                      |                     
|Diluted EPS, as reported              |                      | $        .29 |                 
|Diluted EPS, pro forma                |                      | $        .23 |                 

---

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:

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



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

# NOTE 5:  PENSION AND POSTRETIREMENT BENEFITS

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

|                                    | Pension BenefitsSecond Quarter Ended |           | Other Postretirement BenefitsSecond Quarter Ended
|----------------------------------- | ------------------------------------ | --------- | -------------------------------------------------
|
|Service cost                        |                                      | $   5,309 |                                                  
|Interest cost                       |                                      | 20,139    |                                                  
|Expected return on plans' assets    |                                      | (32,775   | )                                                
|Recognized actuarial loss           |                                      | 11,137    |                                                  
|Amortization of prior service costs |                                      | (458      | )                                                
|Amortization of transition asset    |                                      | (1        | )                                                
|                                    |                                      |           |                                                  
|Net periodic benefit cost (credit)  |                                      | $   3,351 |                                                  
|                                    |                                      |           |                                                  

---

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

|                                    | Pension BenefitsFirst Half Ended |           | Other Postretirement BenefitsFirst Half Ended
|----------------------------------- | -------------------------------- | --------- | ---------------------------------------------
|
|Service cost                        |                                  | $ 10,546  |                                              
|Interest cost                       |                                  | 40,171    |                                              
|Expected return on plans' assets    |                                  | (65,571   | )                                            
|Recognized actuarial loss           |                                  | 22,233    |                                              
|Amortization of prior service costs |                                  | (917      | )                                            
|Amortization of transition asset    |                                  | (2        | )                                            
|                                    |                                  |           |                                              
|Net periodic benefit cost (credit)  |                                  | $   6,460 |                                              
|                                    |                                  |           |                                              

For the year ended Dec. 26, 2004, the
Company plans to contribute $6 million to certain of its union and non-qualified pension
plans and $17 million to its other postretirement benefit plans. As of June 27, 2004, $3.7
million of contributions have been made to its union and non-qualified pension plans and
$8.6 million of contributions have been made to its other postretirement benefit plans.

# NOTE 6:  NON-OPERATING ITEMS

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

|                                              | Second Quarter EndedJune 27, 2004 |            | First Half EndedJune 27, 2004
|--------------------------------------------- | --------------------------------- | ---------- | -----------------------------
|
|Gain/(loss) on change in fair values          |                                   |            |                              
|of derivatives and related investments        |                                   | $   20,229 |                              
|Loss on early debt retirement                 |                                   | (140,506   | )                            
|Gain/(loss) on sales of subsidiaries and      |                                  
|investments, net                              |                                   | (2,644     | )                            
|Loss on investment write-downs and other, net |                                   | (4,480     | )                            
|                                              |                                   |            |                              
|Total non-operating items                     |                                   | $(127,401  | )                            
|                                              |                                   |            |                              

The 2004 second quarter and first
half change in the fair values of derivatives and related investments related entirely to
the Companys PHONES and related Time Warner investment. In the second quarter of
2004, the $20 million non-cash pretax gain resulted from a $10 million decrease in the
fair value of the derivative component of the Companys PHONES and a $10 million
increase in the fair value of 16.0 million shares of Time Warner common stock. In the
first half of 2004, the $25 million non-cash pretax loss resulted from a $19 million
increase in the fair value of the derivative component of the PHONES and a $6 million
decrease in the fair value of 16.0 million shares of Time Warner common stock.

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

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

---

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

|                                              | Second Quarter EndedJune 29, 2003 |          | First Half EndedJune 29, 2003
|--------------------------------------------- | --------------------------------- | -------- | -----------------------------
|
|Gain on change in fair values                 |                                   |          |                              
|of derivatives and related investments        |                                   | $ 53,632 |                              
|Gain on sales of subsidiaries and             |                                  
|investments, net                              |                                   | 1,984    |                              
|Loss on investment write-downs and other, net |                                   | (3,609   | )                            
|                                              |                                   |          |                              
|Total non-operating items                     |                                   | $ 52,007 |                              
|                                              |                                   |          |                              

The 2003 second quarter and first
half change in the fair values of derivatives and related investments related entirely to
the Companys PHONES and related Time Warner investment. In the second quarter of
2003, the $54 million non-cash pretax gain resulted from a $72 million increase in the
fair value of 16.0 million shares of Time Warner common stock, which was partially offset
by an $18 million increase in the fair value of the derivative component of the PHONES. In
the first half of 2003, the $17 million non-cash pretax gain resulted from a $54 million
increase in the fair value of 16.0 million shares of Time Warner common stock, which was
partially offset by a $37 million increase in the fair value of the derivative component
of the PHONES.

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

# NOTE 7:  INVENTORIES

Inventories consisted of the
following (in thousands):

|                    | June 27, 2004 |         | Dec. 28, 2003
|------------------- | ------------- | ------- | -------------
|Newsprint (at LIFO) |               | $52,689 |              
|Supplies and other  |               | 12,704  |              
|                    |               |         |              
|Total inventories   |               | $65,393 |              
|                    |               |         |              

Newsprint inventories are valued
under the LIFO method and were less than current cost by approximately $3.8 million at
June 27, 2004 and $2.9 million at Dec. 28, 2003.

---

# NOTE 8:  GOODWILL AND
OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets
at June 27, 2004 and Dec. 28, 2003 consisted of the following (in thousands):

|                                         | June 27, 2004 |          | Dec. 28, 2003 |         
|---------------------------------------- | ------------- | -------- | ------------- | --------
|
|Intangible assets subject to             |               |          |               |         
|amortization                             |              
|Subscribers (useful life of 15           |              
|to 20 years)                             |               | $195,750 |               | $(48,291
|Network affiliation agreements           |              
|(useful life of 40 years)                |               | 290,320  |               | (5,435  
|Other (useful life of 3 to 40 years)     |               | 23,186   |               | (4,094  
|                                         |               |          |               |         
|Total                                    |               | $509,256 |               | $(57,820
|                                         |               |          |               |         
|Goodwill and other intangible assets not |              
|subject to amortization                  |              
|Goodwill                                 |              
|Publishing                               |               |          |               |         
|Broadcasting and entertainment           |               |          |               |         
|                                         |               |          |               |         
|Total goodwill                           |               |          |               |         
|Newspaper mastheads                      |               |          |               |         
|FCC licenses                             |               |          |               |         
|Tradename                                |               |          |               |         
|                                         |               |          |               |         
|Total                                    |               |          |               |         
|                                         |               |          |               |         
|Total goodwill and other intangible      |              
|assets                                   |               |          |               |         
|                                         |               |          |               |         

---

# NOTE 9: LONG-TERM DEBT

Debt consisted of the following (in
thousands):

|                                                                  | June 27, 2004 |              | Dec. 28, 2003
|----------------------------------------------------------------- | ------------- | ------------ | -------------
|Commercial paper, weighted average interest rate of 1.2%          |               | $    828,145 |              
|Medium-term notes, weighted average                               |              
|interest rate of 6.2%, due 2004-2008                              |               | 883,285      |              
|Capitalized real estate obligation, effective interest rate of    |              
|7.7%, expiring 2009                                               |               | 81,111       |              
|7.45% notes, redeemed April 16, 2004                              |               |             |              
|7.25% debentures due 2013, net of unamortized discount of $2,987  |              
|and $5,699                                                        |               | 79,096       |              
|7.5% debentures due 2023, net of unamortized discount of $4,556   |              
|and $4,673                                                        |               | 94,194       |              
|6.61% debentures due 2027, net of unamortized discount of $2,461  |              
|and $7,396                                                        |               | 82,499       |              
|7.25% debentures due 2096, net of unamortized discount of $18,586 |              
|and $18,680                                                       |               | 129,414      |              
|Interest rate swap                                                |               | 23,998       |              
|Other notes and obligations                                       |               | 6,988        |              
|                                                                  |               |              |              
|Total debt excluding PHONES                                       |               | 2,208,730    |              
|Less portions due within one year                                 |               | (421,773     | )            
|                                                                  |               |              |              
|Long-term debt excluding PHONES                                   |               | 1,786,957    |              
|2% PHONES debt related to Time Warner stock, due 2029             |               | 559,040      |              
|                                                                  |               |              |              
|Total long-term debt                                              |               | $ 2,345,997  |              
|                                                                  |               |              |              

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

Exchangeable Subordinated
Debentures due 2029 (PHONES) Under the provisions of FAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, the PHONES
consist of a discounted debt component, which is presented at book value, and a derivative
component, which is presented at fair value. Changes in the fair value of the derivative
component of the PHONES are recorded in the statement of income. The fair value of the
derivative component of the PHONES debt is calculated as the difference between the quoted
market value of the PHONES and the estimated fair value of the discounted debt component
of the PHONES. The fair value of the discounted debt component of the PHONES is calculated
based on an estimate of the current interest rate available to the Company for debt of the
same remaining maturity and similar terms to the PHONES. The book value of the discounted
debt component is based on the prevailing interest rate (8.125%) at issuance of the
PHONES. The market value of the PHONES, which are traded on the New York Stock Exchange,
was $654 million and $650 million at June 27, 2004 and Dec. 28, 2003, respectively.

---

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

|                                                    | June 27, 2004 |          | Dec. 28, 2003
|--------------------------------------------------- | ------------- | -------- | -------------
|PHONES debt:                                        |               |          |              
|Discounted debt component (at book value)           |               | $437,200 |              
|Derivative component (at fair value)                |               | 121,840  |              
|                                                    |               |          |              
|Total                                               |               | $559,040 |              
|                                                    |               |          |              
|Time Warner stock related to PHONES (at fair value) |               | $278,880 |              
|                                                    |               |          |              

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

At June 27, 2004, the market value
per PHONES was $81.70 and the market value of two shares of Time Warner common stock was
$34.86. 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.

6.61% Debentures In
connection with the Times Mirror acquisition, the Company assumed $250 million of 6.61%
debentures due Sept. 15, 2027 (Debentures), $165 million of which was retired
in the second quarter of 2004. The Debentures are redeemable at the option of the Company,
in whole or in part, at any time after Sept. 15, 2004 at a redemption price equal to the
greater of (a) 100% of the principal amount or (b) the sum of the present values of the
remaining scheduled payments of principal and interest discounted to the redemption date.
The Debentures may be put to the Company on Sept. 15, 2004 at 100% of face value plus
accrued interest. If the Debentures are put to the Company on Sept. 15, 2004, the Company
intends to refinance them, and has the ability to do so, on a long-term basis, through its
existing revolving credit agreements. Accordingly, these Debentures have been classified
as long-term.

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

Revolving Credit Agreements  On March 26, 2004, the Company renegotiated its revolving credit agreements with a
number of financial institutions providing for borrowings in an aggregate amount of up to
$1.0 billion, expiring in December 2008. The new agreements contain various interest rate
options and provide for annual fees based on a percentage of the commitment. The
agreements contain covenants which require the Company to maintain a minimum interest
coverage ratio. At June 27, 2004, no amounts were borrowed under the agreements, and the
Company was in compliance with the covenants. In addition to the PHONES and the 6.61%
debentures, the Company intends to refinance $621 million of commercial paper scheduled to
mature by June 27, 2005, and has the ability to do so on a long-term basis through its
existing revolving credit agreements. Accordingly, these notes have been classified as
long-term.

---

# NOTE 10:   COMPREHENSIVE
INCOME

Other comprehensive income for the
quarters and first halves ended June 27, 2004 and June 29, 2003 included unrealized gains
and losses on marketable securities classified as available-for-sale and foreign currency
translation adjustments. Comprehensive income reflects all changes in the net assets of
the Company during the period from transactions and other events and circumstances except
those resulting from any stock issuances and dividends.

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

|                                                    | Second Quarter Ended |          | First Half Ended
|--------------------------------------------------- | -------------------- | -------- | ----------------
|
|Net income                                          |                      | $ 96,386 |                 
|                                                    |                     
|Unrealized holding gain (loss) on marketable        |                     
|securities classified as available-for-sale:        |                     
|Unrealized holding gain (loss) arising during       |                     
|the period, before tax                              |                      | 1,201    |                 
|Less: adjustment for loss on sales of               |                     
|investments included in net income                  |                      |         |                 
|Income taxes                                        |                      | (467     | )               
|                                                    |                      |          |                 
|Change in net unrealized gain (loss) on marketable  |                     
|securities classified as available-for-sale         |                      | 734      |                 
|                                                    |                      |          |                 
|                                                    |                     
|Change in foreign currency translation adjustments, |                     
|net of tax                                          |                      | (37      | )               
|                                                    |                      |          |                 
|                                                    |                     
|Other comprehensive income (loss)                   |                      | 697      |                 
|                                                    |                      |          |                 
|                                                    |                     
|Comprehensive income                                |                      | $ 97,083 |                 
|                                                    |                      |          |                 

# NOTE 11:   ACQUISITIONS

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

# NOTE 12:   OTHER
DEVELOPMENTS

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

---

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

During 1998, Times Mirror, which was
acquired by the Company in 2000, disposed of its Matthew Bender and Mosby subsidiaries in
separate tax-free reorganizations. While the Company strongly believes that these
transactions were completed on a tax-free basis, the Internal Revenue Service
(IRS) has audited the transactions and disagreed with the position taken by
Times Mirror. In 2001, the Company received an IRS adjustment to increase Times
Mirrors 1998 taxable income by approximately $1.6 billion. If the IRS prevails, the
Companys federal and state income tax liability would be approximately $600 million,
plus interest. As of June 27, 2004, the interest on the proposed taxes would be
approximately $301 million. The Company intends to vigorously defend its position in U.S.
Tax Court. A trial date has been scheduled for December 2004. However, the Company does
not expect to receive the Courts decision before the fourth quarter of 2005.

A tax reserve of $180 million, plus
$61 million of interest, relating to these transactions is included in compensation
and other obligations on the unaudited condensed consolidated balance sheets. Times
Mirror established the $180 million tax reserve in 1998 when it entered into the
transactions based on its assessment, along with its tax advisors, of the amount needed to
settle a dispute with the IRS. The Company evaluates the adequacy of this reserve on a
periodic basis. The Company has maintained this initial reserve as no new information has
become available which would warrant a change in that reserve.

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

# NOTE 13:   SEGMENT
INFORMATION

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

|                               | Second Quarter Ended |              | First Half Ended
|------------------------------ | -------------------- | ------------ | ----------------
|
|Operating revenues:            |                      |              |                 
|Publishing                     |                      | $ 1,045,864  |                 
|Broadcasting and entertainment |                      | 450,067      |                 
|                               |                      |              |                 
|Total operating revenues       |                      | $ 1,495,931  |                 
|                               |                      |              |                 
|Operating profit (1):          |                     
|Publishing                     |                      | $    171,051 |                 
|Broadcasting and entertainment |                      | 160,411      |                 
|Corporate expenses             |                      | (12,705      | )               
|                               |                      |              |                 
|Total operating profit         |                      | $    318,757 |                 
|                               |                      |              |                 

|                               | June 27, 2004 |              | Dec. 28, 2003
|------------------------------ | ------------- | ------------ | -------------
|Assets:                        |               |              |              
|Publishing                     |               | $  8,184,479 |              
|Broadcasting and entertainment |               | 4,325,347    |              
|Corporate                      |               | 1,439,254    |              
|                               |               |              |              
|Total assets                   |               | $13,949,080  |              
|                               |               |              |              

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

---

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

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

# FORWARD-LOOKING
STATEMENTS

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

# SIGNIFICANT EVENTS

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

# RECENT DEVELOPMENTS

On June 17, 2004, the Company
publicly disclosed that it would reduce its reported September 2003 and March 2004
circulation for both Newsday and Hoy, New York. Newsday is a morning
newspaper published seven days a week and circulated primarily in Long Island, New York,
and in the borough of Queens in New York City. Hoy, New York, is a Spanish language
newspaper that is also published seven days a week. The circulation adjustments were the
result of a review of reported circulation at Newsday, and Hoy, New York,
conducted by the Companys internal audit staff and the Audit Bureau of Circulations
(ABC). Since the June 17th disclosure, the Companys
continuing internal review has found additional misstatements for these time periods, as
well as misstatements that impact 2001 and 2002.

As a result of the circulation
misstatements for 2001 through 2004, the Company recorded a pretax charge of $35 million
in selling, general and administrative expenses in the second quarter of 2004 as its
estimate of the probable cost to settle with Newsday and Hoy, New York, advertisers
based upon facts available at the date of this report. The Company will continue to
evaluate the adequacy of this $35 million reserve on an ongoing basis as additional audit
work is completed and negotiations with the advertisers proceed.

---

Also in the second quarter of 2004,
the Company recorded a pretax charge of $17 million related to the elimination of 375
positions in its publishing segment. These position eliminations will result in
compensation expense savings of approximately $12 million in the second half of 2004 and
$25 million for the full year 2005.

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

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

# NON-OPERATING ITEMS

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

|                                              | Second Quarter EndedJune 27, 2004 |              | First Half EndedJune 27, 2004
|--------------------------------------------- | --------------------------------- | ------------ | -----------------------------
|
|Gain/(loss) on change in fair values          |                                   |              |                              
|of derivatives and related investments        |                                   | $       20.2 |                              
|Loss on early debt retirement                 |                                   | (140.5       | )                            
|Gain/(loss) on sales of subsidiaries and      |                                  
|investments, net                              |                                   | (2.6         | )                            
|Loss on investment write-downs and other, net |                                   | (4.5         | )                            
|                                              |                                   |              |                              
|Total non-operating items                     |                                   | $  (127.4    | )                            
|                                              |                                   |              |                              

The 2004 second quarter and first
half change in the fair values of derivatives and related investments related entirely to
the Companys PHONES and related Time Warner investment. In the second quarter of
2004, the $20 million non-cash pretax gain resulted from a $10 million decrease in the
fair value of the derivative component of the Companys PHONES and a $10 million
increase in the fair value of 16.0 million shares of Time Warner common stock. In the
first half of 2004, the $25 million non-cash pretax loss resulted from a $19 million
increase in the fair value of the derivative component of the PHONES and a $6 million
decrease in the fair value of 16.0 million shares of Time Warner common stock.

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

---

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

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

|                                              | Second Quarter EndedJune 29, 2003 |            | First Half EndedJune 29, 2003
|--------------------------------------------- | --------------------------------- | ---------- | -----------------------------
|
|Gain on change in fair values                 |                                   |            |                              
|of derivatives and related investments        |                                   | $     53.6 |                              
|Gain on sales of subsidiaries and             |                                  
|investments, net                              |                                   | 2.0        |                              
|Loss on investment write-downs and other, net |                                   | (3.6       | )                            
|                                              |                                   |            |                              
|Total non-operating items                     |                                   | $     52.0 |                              
|                                              |                                   |            |                              

The 2003 second quarter and first
half change in the fair values of derivatives and related investments related entirely to
the Companys PHONES and related Time Warner investment. In the second quarter of
2003, the $54 million non-cash pretax gain resulted from a $72 million increase in the
fair value of 16.0 million shares of Time Warner common stock, which was partially offset
by an $18 million increase in the fair value of the derivative component of the PHONES. In
the first half of 2003, the $17 million non-cash pretax gain resulted from a $54 million
increase in the fair value of 16.0 million shares of Time Warner common stock, which was
partially offset by a $37 million increase in the fair value of the derivative component
of the PHONES.

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

---

# RESULTS OF OPERATIONS

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

# CONSOLIDATED

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

|                                        | Second Quarter |            | First Half |           
|--------------------------------------- | -------------- | ---------- | ---------- | ----------
|(In millions, except per share data)   
|Operating revenues                      |                | $ 1,496    |            | $ 1,450   
|                                        |               
|Operating profit (1)                    |                | $    319   |            | $    370  
|                                        |               
|Net income (loss) on equity investments |                | $        4 |            | $        2
|                                        |               
|Net income                              |                | $      96  |            | $    230  
|                                        |               
|Diluted earnings per share              |                | $     .29  |            | $     .67 

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

* Not meaningful

Earnings Per Share
(EPS) Diluted EPS for the 2004 second quarter was $.29 compared
with $.67 in 2003. The 2004 second quarter results included a net non-operating loss of
$.24 per diluted share, while the 2003 second quarter included a net non-operating gain of
$.10 per diluted share. Diluted EPS for the first half of 2004 was $.64 compared with
$1.08 in 2003. The 2004 first half results included a net non-operating loss of $.29 per
diluted share, while the 2003 first half results included a net non-operating gain of $.12
per diluted share. Diluted EPS for both the second quarter and first half of 2004 also
included a charge of $.06 per diluted share related to the anticipated settlement with
advertisers regarding misstated circulation at Newsday and Hoy, New York (see Note 3
to the unaudited condensed consolidated financial statements in Part I, Item 1, hereof),
and a charge of $.03 per diluted share for the elimination of 375 positions in the
publishing group.

---

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

|                                      | Second Quarter |           | First Half |          
|------------------------------------- | -------------- | --------- | ---------- | ---------
|(In millions)                        
|Operating revenues                    |                |           |            |          
|Publishing                            |                | $ 1,046   |            | $ 1,014  
|Broadcasting and entertainment        |                | 450       |            | 436      
|                                      |                |           |            |          
|Total operating revenues              |                | $ 1,496   |            | $ 1,450  
|                                      |                |           |            |          
|Depreciation and amortization expense |               
|Publishing                            |                | $      46 |            | $      44
|Broadcasting and entertainment        |                | 13        |            | 13       
|Corporate                             |                | 1         |            | 1        
|                                      |                |           |            |          
|Total depreciation and amortization   |               
|expense                               |                | $      60 |            | $      58
|                                      |                |           |            |          
|Operating profit (loss) (1)           |               
|Publishing                            |                | $    171  |            | $    235 
|Broadcasting and entertainment        |                | 160       |            | 149      
|Corporate expenses                    |                | (12       | )          | (14      
|                                      |                |           |            |          
|Total operating profit                |                | $    319  |            | $    370 
|                                      |                |           |            |          

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

Consolidated operating revenues for
the 2004 second quarter rose 3% to $1.50 billion from $1.45 billion in 2003 and for the
first half increased 3% to $2.83 billion from $2.74 billion in 2003. These increases were
primarily due to improvements in publishing advertising revenues and a rise in
broadcasting and entertainment television revenues.

Consolidated operating profit
decreased 14%, or $51 million, in the second quarter of 2004 and 8%, or $54 million, in
the first half. Excluding the March 2003 acquisitions of KPLR-TV, St. Louis and KWBP-TV,
Portland (on a comparable basis), consolidated operating profit was down 9%,
or $58 million, in the first half of 2004. Publishing operating profit decreased 27%, or
$64 million, in the second quarter of 2004 and 17%, or $71 million, in the first half.
Second quarter publishing operating profit included two pretax charges: $17 million for
the elimination of 375 positions and $35 million related to the anticipated settlement
with advertisers regarding misstated circulation at Newsday and Hoy, New
York (see Note 3 to the unaudited condensed consolidated financial statements in Part I,
Item 1, hereof). Publishing advertising revenues increased 5% for both the second quarter
and first half of 2004. Broadcasting and entertainment operating profit was up 8%, or $11
million, in the second quarter of 2004 and 7%, or $18 million, in the first half primarily
due to increased television revenues and lower broadcast rights amortization expense,
partially offset by increased benefits expense.

---

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

|                                    | Second Quarter |         | First Half |        
|----------------------------------- | -------------- | ------- | ---------- | -------
|(In millions)                      
|Cost of sales                       |                | $   700 |            | $   685
|Selling, general and administrative |                | 417     |            | 337    
|Depreciation and amortization       |                | 60      |            | 58     
|                                    |                |         |            |        
|Total operating expenses            |                | $1,177  |            | $1,080 
|                                    |                |         |            |        

Cost of sales increased 2%, or $15
million, in the 2004 second quarter and 3%, or $34 million, in the first half. On a
comparable basis, cost of sales was up 2%, or $29 million, in the first half of 2004. The
increases were primarily due to higher compensation and newsprint and ink expenses,
partially offset by a decline in broadcast rights amortization expense. Compensation
expense rose 6%, or $16 million, in the second quarter of 2004 and 7%, or $36 million, in
the first half primarily due to higher retirement and other benefit expenses. On a
comparable basis, compensation expense increased 7%, or $35 million, in the first half of
2004. Broadcast rights amortization expense decreased 11%, or $11 million, in the second
quarter of 2004 and 10%, or $19 million, in the first half. On a comparable basis,
broadcast rights amortization declined 11%, or $22 million, in the 2004 first half.
Newsprint and ink expense rose 11%, or $12 million, in the second quarter of 2004 and 10%,
or $22 million, in the first half, as average newsprint prices were up 12% in the second
quarter and 10% in the first half of 2004, while consumption decreased slightly in the
2004 second quarter and first half.

Selling, general and administrative
expenses (SG&A) were up 24%, or $80 million, in the 2004 second quarter
and 16%, or $105 million, in the first half. On a comparable basis, SG&A expense
increased 15%, or $102 million, in the 2004 first half. The increases were primarily due
to higher compensation expense and other SG&A expenses. Compensation expense increased
18%, or $32 million, in the 2004 second quarter and 13%, or $46 million, in the first half
primarily due to higher retirement and other benefit expenses and a charge of $17 million
for the elimination of 375 positions in the publishing group in the second quarter of
2004. On a comparable basis, compensation expense rose 13%, or $44 million, in the first
half of 2004. Other SG&A expenses included a $35 million charge related to the
anticipated settlements with advertisers regarding misstated circulation at Newsday
and Hoy, New York, in the second quarter of 2004 (see Note 3 to the unaudited
condensed consolidated financial statements in Part I, Item 1, hereof).

---

# PUBLISHING

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

|                     | Second Quarter |         | First Half |        
|-------------------- | -------------- | ------- | ---------- | -------
|(In millions)       
|Operating revenues   |                | $1,046  |            | $1,014 
|                     |               
|Operating expenses   |                | 875     |            | 779    
|                     |                |         |            |        
|                     |               
|Operating profit (1) |                | $   171 |            | $   235
|                     |                |         |            |        

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

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

Operating profit for the 2004 second
quarter fell 27% to $171 million and for the first half decreased 17% to $361 million
mainly as a result of the two charges described in the following paragraph, an increase in newsprint and ink
expense, higher retirement and other benefit expenses and the impact of new publications.

As a result of misstatements of
reported circulation at Newsday and Hoy, New York, the Company recorded a
pretax charge of $35 million as its estimate of the probable cost to settle with
advertisers based upon facts available at the date of this report (see Note 3 to the
unaudited condensed consolidated financial statements in Part I, Item 1, hereof). Also in
the second quarter of 2004, the Company recorded a pretax charge of $17 million related to
the elimination of 375 positions. These position eliminations will result in compensation
expense savings of approximately $12 million in the second half of 2004 and $25 million
for the full year 2005.

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

|                  | Second Quarter |         | First Half |        
|----------------- | -------------- | ------- | ---------- | -------
|(In millions)    
|Advertising       |                |         |            |        
|Retail            |                | $   344 |            | $   327
|National          |                | 196     |            | 192    
|Classified        |                | 278     |            | 261    
|                  |                |         |            |        
|Total advertising |                | 818     |            | 780    
|Circulation       |                | 165     |            | 166    
|Other             |                | 63      |            | 68     
|                  |                |         |            |        
|Total revenues    |                | $1,046  |            | $1,014 
|                  |                |         |            |        

Total advertising revenues rose 5% in
both the second quarter and the first half of 2004. Retail advertising was up 5%, or $17
million, in the second quarter and 5%, or $30 million, in the first half of 2004 due to
increases in food, health care, furniture/home furnishing and electronics, which were
partially offset by a decline in department stores. Preprint revenues, which were the
primary contributor to the retail advertising growth, increased 9% for the second quarter
and 8% for the first half of 2004. Los Angeles led preprint revenue growth with an
increase of 18%, or $5 million, in the second quarter and 16%, or $9 million, in the first
half of 2004. Preprint revenue in Chicago and New York was up 10%, or $4 million, and 2%,
or $0.5 million, respectively, for the second quarter and rose 8%, or $6 million, and 1%,
or $0.5 million, respectively, in the first half of 2004. National advertising revenue
increased 2%, or $4 million, for the second quarter and 3%, or $12 million, for the first
half of 2004 primarily due to increases in financial and movies/entertainment categories,
which were partially offset by decreases in hi-tech, travel/resorts and auto

---

manufacturers. Classified advertising revenues improved 6%, or $17 million, in the second
quarter and 6%, or $31 million, for the first half of 2004. The second quarter increase is
primarily due to a 16% increase in help wanted and a 5% increase in real estate. Auto
revenue was flat in the second quarter of 2004. The first half increase is primarily due
to a 13% increase in help wanted, a 4% increase in real estate and a 2% increase in auto.
Interactive revenues, which are included in the above categories, increased 38%, or $9
million, in the second quarter and 38%, or $16 million, in the first half of 2004 due to
strength in classified and banner/sponsorship advertising.

Advertising volume for the second
quarter and first half was as follows:

|                              | Second Quarter |        | First Half |       
|----------------------------- | -------------- | ------ | ---------- | ------
|(Inches in thousands)        
|Full run                      |                |        |            |       
|Retail                        |                | 1,602  |            | 1,528 
|National                      |                | 998    |            | 975   
|Classified                    |                | 2,666  |            | 2,637 
|                              |                |        |            |       
|Total full run                |                | 5,266  |            | 5,140 
|Part run                      |                | 5,259  |            | 5,077 
|                              |                |        |            |       
|Total inches                  |                | 10,525 |            | 10,217
|                              |                |        |            |       
|Preprint pieces (in millions) |                | 3,684  |            | 3,257 

Full run advertising inches increased
2% in the second quarter and 4% in the first half of 2004 due to increases in all
advertising categories. Full run retail advertising inches were up 5% in both periods
primarily due to increases related to the new Spanish language newspapers,
Hoy,Chicago, and Hoy, Los Angeles,partially offset by decreases in
Orlando and Fort Lauderdale. Full run national advertising inches increased 2% in the
second quarter and 5% in the first half primarily due to increases related to the Spanish
language newspapers, partially offset by a decrease at Los Angeles. Full run classified
advertising inches rose 1% in the second quarter and 3% in the first half of 2004
primarily due to increases related to the Spanish language newspapers, partially offset by
decreases in Fort Lauderdale, Orlando and Los Angeles. Part run advertising inches
increased 4% in the second quarter and 5% in the first half of 2004 primarily due to
increases in Chicago, Los Angeles and the Spanish language newspapers, partially offset by
decreases in Fort Lauderdale and Orlando. Preprint advertising pieces rose 13% in the
second quarter and 11% in the first half of 2004 primarily due to increases in Los
Angeles, Chicago and Fort Lauderdale.

Circulation revenues were down 1% in
the second quarter and 2% in the first half of 2004 primarily due to lower volumes and
increased discounts at most newspapers.

Other revenues are derived from
advertising placement services; the syndication of columns, features, information and
comics to newspapers; commercial printing operations; delivery of other publications;
direct mail operations; cable television news programming; distribution of entertainment
listings; and other publishing-related activities. Other revenues decreased 7%, or $5
million, in the 2004 second quarter and 4%, or $6 million, for the first half of 2004.

---

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

|                              | Second Quarter |      | First Half |     
|----------------------------- | -------------- | ---- | ---------- | ----
|(In millions)                
|Compensation                  |                | $360 |            | $322
|Newsprint and ink             |                | 123  |            | 111 
|Circulation                   |                | 121  |            | 114 
|Promotion                     |                | 29   |            | 28  
|Depreciation and amortization |                | 46   |            | 44  
|Other                         |                | 196  |            | 160 
|                              |                |      |            |     
|Total operating expenses      |                | $875 |            | $779
|                              |                |      |            |     

Publishing operating expenses
increased 12%, or $96 million, in the second quarter and 9%, or $133 million, for the
first half of 2004 due to a rise in compensation expense, newsprint and ink expense and
other cash expenses, as well as an increase in expenses related to new publications.
Compensation expense rose 12%, or $38 million, for the second quarter and 9%, or $61
million, in the first half of 2004 primarily due to the $17 million charge related to the
elimination of 375 positions in the second quarter and higher retirement and other benefit
expenses. Newsprint and ink expense was up 11%, or $12 million, in the second quarter and
10%, or $22 million, for the first half of 2004, as average newsprint prices increased 12%
in the second quarter and 10% in the first half, while consumption decreased slightly for
the second quarter and first half. Other cash expenses increased 23%, or $36 million, in
the second quarter and 11%, or $34 million, in the first half of 2004 primarily due to the
$35 million charge related to the estimated cost to settle with advertisers related to the
reduced reported circulation at Newsday and Hoy, New York (see Note 3 to the
unaudited condensed consolidated financial statements in Part I, Item 1, hereof).
Operating expenses associated with new publications, included in the above categories,
totaled about $10 million and $18 million in the second quarter and first half of 2004,
respectively.

# BROADCASTING AND
ENTERTAINMENT

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

|                         | Second Quarter |      | First Half |     
|------------------------ | -------------- | ---- | ---------- | ----
|(In millions)           
|Operating revenues       |                |      |            |     
|Television               |                | $368 |            | $354
|Radio/entertainment      |                | 82   |            | 82  
|                         |                |      |            |     
|Total operating revenues |                | $450 |            | $436
|                         |                |      |            |     
|Operating expenses       |               
|Television               |                | $213 |            | $210
|Radio/entertainment      |                | 77   |            | 77  
|                         |                |      |            |     
|Total operating expenses |                | $290 |            | $287
|                         |                |      |            |     
|Operating profit (1)     |               
|Television               |                | $155 |            | $144
|Radio/entertainment      |                | 5    |            | 5   
|                         |                |      |            |     
|Total operating profit   |                | $160 |            | $149
|                         |                |      |            |     

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

* Not meaningful

---

Broadcasting and entertainment
operating revenues increased 3%, or $14 million, in the 2004 second quarter and 4%, or $26
million, in the first half mainly due to higher television revenues. Excluding the March
2003 acquisitions of KPLR-TV, St. Louis and KWBP-TV, Portland (on a comparable
basis), broadcasting and entertainment operating revenues increased 2%, or $15
million, in the first half of 2004. Television revenues were up 4%, or $14 million, in the
second quarter and 5%, or $31 million, for the first half of 2004 due to higher
advertising revenues. Television advertising revenues were up 4%, or $14 million, in the
second quarter and 4%, or $31 million, for the first half of 2004. Television advertising
growth was driven by gains in the fast food and telecom categories, partially offset by
softness in movies and packaged goods. On a comparable basis, television advertising
revenues were up 3%, or $18 million, in the first half of 2004.

Operating profit for broadcasting and
entertainment was up 8%, or $11 million, in the 2004 second quarter and 7%, or $18
million, for the first half. On a comparable basis, operating profit was up 6%, or $14
million, in the first half of 2004. The second quarter and first half increases were
primarily due to higher television revenues and lower broadcast rights amortization
expense, partially offset by increased benefits expense. Television operating profit
increased 8%, or $11 million, in the 2004 second quarter and 8%, or $20 million, for the
first half of 2004. On a comparable basis, television operating profit rose 7%, or $15
million, in the first half of 2004.

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

|                              | Second Quarter |      | First Half |     
|----------------------------- | -------------- | ---- | ---------- | ----
|(In millions)                
|Compensation                  |                | $130 |            | $120
|Broadcast rights amortization |                | 88   |            | 99  
|Depreciation and amortization |                | 13   |            | 13  
|Other                         |                | 59   |            | 55  
|                              |                |      |            |     
|Total operating expenses      |                | $290 |            | $287
|                              |                |      |            |     

Broadcasting and entertainment
operating expenses increased 1%, or $3 million, in the second quarter of 2004 and 2%, or
$8 million, for the first half. On a comparable basis, broadcasting and entertainment
operating expenses were up $1 million in the first half of 2004 due to increases in
compensation expense and other cash expenses, partially offset by a decline in broadcast
rights amortization expense. Broadcast rights amortization expense decreased 11%, or $11
million, in the second quarter of 2004 and 10%, or $19 million, for the first half. On a
comparable basis, broadcast rights amortization decreased 11%, or $22 million, in the
first half of 2004. Compensation expense increased 8%, or $10 million, in the 2004 second
quarter and 9%, or $17 million, in the first half primarily due to higher benefits
expense. On a comparable basis, compensation expense increased 8%, or $14 million, in the
2004 first half. Other cash expenses were up 6%, or $4 million, in the second quarter and
7%, or $9 million, in the first half due to higher selling and administrative costs. On a
comparable basis, other cash expenses increased 6%, or $6 million, in the first half of
2004.

# CORPORATE EXPENSES

Corporate expenses for the 2004
second quarter decreased 10% to $12 million from $14 million in the second quarter of
2003. Corporate expenses for the first half of 2004 were flat.

# EQUITY RESULTS

Net equity income totaled $4 million
in the 2004 second quarter, compared with $2 million in 2003. Net equity income for the
2004 first half was up $8 million from 2003 results. The improvement was primarily due to
increased equity income from TV Food Network.

---

# INTEREST AND INCOME TAXES

Interest expense for the 2004 second
quarter decreased 28% to $36 million, and for the first half decreased 18% to $83 million
primarily due to the retirement of higher interest rate debt, which was replaced with
commercial paper. Interest income for the 2004 second quarter decreased to $1 million from
$2 million in 2003, and for the first half declined to $2 million from $4 million in 2003.

The effective tax rate in the 2004
second quarter and first half was 40.0% and 39.3%, respectively, compared with a rate of
38.7% and 38.8% in the second quarter and first half of 2003, respectively.

# LIQUIDITY AND CAPITAL
RESOURCES

Cash flow generated from operations
is the Companys primary source of liquidity. Net cash provided by operations in the
first half was $539 million in 2004, down from $551 million in 2003. The decrease was
mainly due to changes in working capital requirements. The Company expects to fund
dividends, capital expenditures and other operating requirements with net cash provided by
operations. Funding required for share repurchases and acquisitions is financed by
available cash flow from operations and, if necessary, by the issuance of debt and stock.

Net cash used for investments totaled
$85 million in the first half of 2004. The Company spent $89 million for capital
expenditures and $32 million in cash for investments and received $35 million from the
sale of investments in the first half of 2004.

Net cash used for financing
activities in the 2004 first half was $585 million and included repayments of long-term
debt, repurchases of common stock and payments of dividends, partially offset by net
proceeds from the issuance of commercial paper and from sales of stock to employees. The
Company repaid $663 million of long-term debt during the first half of 2004, $620 million of which
related to the early retirement of debt in the second quarter at a cash premium of $137
million. The Company repurchased 12.5 million shares of its common stock in the first half
of 2004. At June 27, 2004, the Company had authorization to repurchase an additional $730
million of its common stock. Quarterly dividends on the Companys common stock
increased from $.11 in 2003 to $.12 per share in 2004.

The Company has revolving credit
agreements with a number of financial institutions providing for borrowings in an
aggregate amount of up to $1.0 billion. As of June 27, 2004, no amounts were borrowed
under these credit agreements.

The Company regularly issues
commercial paper for cash requirements and maintains revolving credit agreements equal to
or in excess of any commercial paper outstanding. As of June 27, 2004, the Company had
$828 million of commercial paper outstanding. The Companys commercial paper is rated
A-1, P-2 and F-1 by Standard & Poors,
Moodys Investors Services (Moodys) and Fitch Ratings
(Fitch), respectively. The Companys senior unsecured long-term debt was
rated A by Standard & Poors, A3" by Moodys, and
A by Fitch.

During 1998, Times Mirror, which was
acquired by the Company in 2000, disposed of its Matthew Bender and Mosby subsidiaries in
separate tax-free reorganizations. While the Company strongly believes that these
transactions were completed on a tax-free basis, the Internal Revenue Service
(IRS) has audited the transactions and disagreed with the position taken by
Times Mirror. In 2001, the Company received an IRS adjustment to increase Times
Mirrors 1998 taxable income by approximately $1.6 billion. If the IRS prevails, the
Companys federal and state income tax liability would be approximately $600 million,
plus interest. As of June 27, 2004, the interest on the proposed taxes would be
approximately $301 million. The Company intends to vigorously defend its position in U.S.
Tax Court. A trial date has been scheduled for December 2004. However, the Company does
not expect to receive the Courts decision before the fourth quarter of 2005.

A tax reserve of $180 million, plus
$61 million of interest, relating to these transactions is included in compensation
and other obligations on the unaudited condensed consolidated balance sheets. Times
Mirror established the $180 million tax reserve in 1998 when it entered into the
transactions based on its assessment,

---

along with its tax advisors, of the amount needed to
settle a dispute with the IRS. The Company evaluates the adequacy of this reserve on a
periodic basis. The Company has maintained this initial reserve as no new information has
become available which would warrant a change in that reserve.

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

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

# OUTLOOK

Consolidated revenues for the second
half of 2004 are expected to grow in the 4% range and will continue to be affected by many
factors, including changes in national and local economic conditions, consumer confidence,
job creation and unemployment rates. Consolidated operating expenses for the second half
of 2004 are expected to increase 2.5% to 3% due to higher expenses for retirement and
medical plans, newsprint and the impact of new publications; it also assumes that no
additional charges will be required related to the settlement with advertisers at
Newsday and Hoy, New York. Second half 2004 interest expense is expected to
decrease from 2003 due to a lower average debt level and the impact of the debt
refinancing in the second quarter of 2004. The effective income tax rate for 2004 is
expected to be approximately 39%.

---

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

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

# EQUITY PRICE RISKS

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

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

|                 | Valuation of InvestmentsAssuming Indicated Decreasein Each Stock's Price | June 27, 2004 | Valuation of InvestmentsAssuming Indicated Increasein Each Stock's Price
|---------------- | ------------------------------------------------------------------------ | ------------- | ------------------------------------------------------------------------
|(In millions)   
|Common stock     |                                                                          |               |                                                                         
|investments in   |                                                                         
|public companies |                                                                          | $38,986       |                                                                         

|(1) |  | Includes approximately 3 million shares of Time Warner common stock valued at
               $55 million. Excludes 16 million shares of Time Warner common stock. See
               discussion below.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

At maturity, the PHONES will be
redeemed at the greater of the then market value of two shares of Time Warner common stock
or $157 per PHONES. At June 27, 2004, the PHONES carrying value was approximately $559
million.

---

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

|                         | Valuation of InvestmentsAssuming Indicated Decreasein the Stock's Price | June 27, 2004 | Valuation of InvestmentsAssuming Indicated Increasein the Stock's Price
|------------------------ | ----------------------------------------------------------------------- | ------------- | -----------------------------------------------------------------------
|(In millions)           
|
|Time Warner common stock |                                                                         | $195,216      |                                                                        

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

# ITEM 4. CONTROLS AND
PROCEDURES.

As of June 27, 2004, the
Companys management, including the Chairman, President and Chief Executive Officer
and the Senior Vice President/Finance and Administration (Chief Financial Officer),
carried out an evaluation of the effectiveness of the design and operation of the
Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).
Based upon that evaluation, the Companys Chairman, President and Chief Executive
Officer and Senior Vice President/Finance and Administration (Chief Financial Officer)
concluded that the Companys disclosure controls and procedures are effective in
timely alerting them to material information required to be included in the Companys
periodic SEC filings, including this quarterly report.

There has been no change in the
Companys internal controls over financial reporting that occurred during the
Companys fiscal quarter ended June 27, 2004 that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial
reporting.

---

# PART II.   OTHER
INFORMATION

# ITEM 1.   LEGAL
PROCEEDINGS.

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

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

In 2000, the Companys Board of
Directors authorized the Company to repurchase $2.5 billion of its common stock. Through
Dec. 28, 2003, the Company repurchased 28.7 million shares of its common stock at a cost
of $1.2 billion under this authorization. First half 2004 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 Feb. 1, 2004)   |                   |      |              | $       |                                   | 28,723 |                                           | $1,332,497
|Period 2 (4 weeks ended Feb. 29, 2004)  |                   | 411   |              | 50.51    |                                   | 29,134 |                                           | 1,311,728 
|Period 3 (4 weeks ended March 28, 2004) |                   | 1,157 |              | 49.92    |                                   | 30,291 |                                           | 1,253,976 
|Period 4 (4 weeks ended April 25, 2004) |                   | 1,536 |              | 49.01    |                                   | 31,827 |                                           | 1,178,698 
|Period 5 (4 weeks ended May 23, 2004)   |                   | 5,098 |              | 47.74    |                                   | 36,925 |                                           | 935,317   
|Period 6 (5 weeks ended June 27, 2004)  |                   | 4,329 |              | 47.51    |                                   | 41,254 |                                           | 729,632   

# ITEM 4.  SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS.

|(a) |  | The Company held its annual meeting of shareholders on May 12, 2004.
|--- |  | --------------------------------------------------------------------

|(b) |  | No answer required.
|--- |  | -------------------

|(c) |  | Proposal 1 involved the election of three directors to serve until the 2007
          Annual Meeting. Those directors and the voting results were as follows:
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | VotesFor        |  | VotesWithheld
| |  | ----------------- |  | ---------------
| |  | Jeffrey Chandler  |  | 281,070,426    
| |  | William A. Osborn |  | 273,624,810    
| |  | Kathryn C. Turner |  | 282,452,569    

| |  | Proposal 2 involved the ratification of the selection of PricewaterhouseCoopers LLP to serve as the
Companys independent accountants for 2004. The voting results were as follows:
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | VotesFor |             | VotesAgainst |           | VotesAbstained
| | ---------- | ----------- | -------------- | --------- | ----------------
|
| |            | 284,128,278 |                | 4,084,854 |                 

| |  | Proposal 3 involved the approval of amendments to the Tribune Company 1997 Incentive Compensation
Plan. The voting results were as follows:
| |  | -------------------------------------------------------------------------------------------------------------------------------------------

| | VotesFor |             | VotesAgainst |            | VotesAbstained
| | ---------- | ----------- | -------------- | ---------- | ----------------
|
| |            | 167,171,342 |                | 99,331,980 |                 

|(d) |  | Not applicable.
|--- |  | ---------------

---

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

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

| |  | 10.1  Tribune Company Incentive
 Compensation Plan, effective May 12, 2004.
| |  | ----------------------------------------------------------------------------

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

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

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

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

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

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

---

# 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:  July 30, 2004 | /s/  R. Mark Mallory   
          R. Mark Mallory      Vice President and Controller
              (on behalf of the Registrant
              and as Chief Accounting Officer)

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