UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549_____________________

FORM 10-Q

(Mark One)

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934. |

For the quarterly period ended September25, 2005

OR

|        |                                                                                          |
|--------|------------------------------------------------------------------------------------------|
|   | TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |

For the transition period from                 to                 

Commission File Number: 1-12955

JournalRegister Company

(Exact Name ofRegistrant as Specified in itsCharter)

|                                                             |  |                                    |  |  |  |  |
|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                    |  | 22-3498615                         |
| (Stateor Other Jurisdiction ofIncorporation orOrganization) |  | (I.R.S. EmployerIdentificationNo.) |
| 50 WestState Street, Trenton, NewJersey                     |  | 08608-1298                         |
| (Addressof Principal Executive Offices)                     |  | (ZipCode)                          |
|                                                             |

(609) 396-2200

(Registrant's Telephone Number, IncludingAreaCode)

|  |
|--|
|  |  |  |  |
|  |

(FormerName, Former Address and Former Fiscal Year, if Changed Since LastReport)

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 filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes  No 

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Exchange Act). Yes  No 

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 126-2 of the Exchange Act). Yes  No

Indicate the number of shares outstanding ofeach of the issuer's classes of common stock, as of the latestpracticable date: common stock, $.01 par value per share, 40,769,003shares outstanding (exclusive of treasury shares) as of October 27,2005.

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JOURNALREGISTER COMPANY

INDEX TO FORM10-Q

|                       |  |                                                                                     |    |         |        |        |  |  |  |  |
|-----------------------|--|-------------------------------------------------------------------------------------|----|---------|--------|--------|--|--|--|--|
| PARTI.                |  | FINANCIAL INFORMATION                                                               |    | PageNo. |
| Item1.                |  | Financial Statements(Unaudited):                                                    |    |    |   |   |
|                  |  | CondensedConsolidated BalanceSheets                                                 |    |    | 1      |   |
|                  |  | CondensedConsolidated Statements ofIncome                                           |    |    | 2      |   |
|                  |  | CondensedConsolidated Statements of CashFlows                                       |    |    | 3      |   |
|                  |  | Notesto Condensed Consolidated FinancialStatements                                  |    |    | 4      |   |
| Item2.                |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations |    |    | 14     |   |
| Item3.                |  | Quantitative and Qualitative Disclosures About MarketRisk                           |    |    | 27     |   |
| Item4.                |  | Controls andProcedures                                                              |    |    | 27     |   |
| PARTII.               |  | OTHERINFORMATION                                                                    |    |    |   |   |
| Item5.                |  | OtherInformation                                                                    |    |    | 29     |   |
| Item6.                |  | Exhibits                                                                            |    |    | 29     |   |
|   Signature |  |                                                                                | 30 |    |
|                       |

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PARTI.    FINANCIAL INFORMATION

Item 1.    FinancialStatements

JOURNAL REGISTER COMPANY CONDENSEDCONSOLIDATED BALANCESHEETS(Unaudited)

|                                                                                                                                          |  |                  |           |                 |  |        |           |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|------------------|-----------|-----------------|--|--------|-----------|---------|--|--|
| Dollarsin thousands                                                                                                                      |  |             |           |            |
| Fiscal periodended                                                                                                                       |  | September25,2005 |           | December26,2004 |
| **ASSETS:**                                                                                                                              |  |             |           |            |
| Currentassets:                                                                                                                           |  |             |      |            |  |   |      |    |
| Cash                                                                                                                                     |  | $                | 52        |            |  | $      | 51        |    |
| Accountsreceivable, less allowance for doubtful accounts of $8,028 and $8,143,respectively                                               |  |             | 58,737    |            |  |   | 64,116    |    |
| Inventories                                                                                                                              |  |             | 8,416     |            |  |   | 8,244     |    |
| Deferredincome taxes                                                                                                                     |  |             | 9,381     |            |  |   | 13,097    |    |
| Othercurrentassets                                                                                                                       |  |             | 7,065     |            |  |   | 8,526     |    |
| **Totalcurrentassets**                                                                                                                   |  |             | 83,651    |            |  |   | 94,034    |    |
| Property,plant andequipment:                                                                                                             |  |             |      |            |  |   |      |    |
| Land                                                                                                                                     |  |             | 14,386    |            |  |   | 14,406    |    |
| Buildingsandimprovements                                                                                                                 |  |             | 96,088    |            |  |   | 93,298    |    |
| Machineryandequipment                                                                                                                    |  |             | 192,209   |            |  |   | 187,069   |    |
| Constructioninprogress                                                                                                                   |  |             | 5,527     |            |  |   | 5,225     |    |
| **Total**                                                                                                                                |  |             | 308,210   |            |  |   | 299,998   |    |
| Lessaccumulateddepreciation                                                                                                              |  |             | (154,263  | )          |  |   | (141,993  | )  |
| **Netproperty, plant andequipment**                                                                                                      |  |             | 153,947   |            |  |   | 158,005   |    |
| Intangibleand otherassets:                                                                                                               |  |             |      |            |  |   |      |    |
| Goodwill                                                                                                                                 |  |             | 764,849   |            |  |   | 772,683   |    |
| Otherintangible assets, net of accumulated amortization of $11,084 and$8,417,respectively                                                |  |             | 152,406   |            |  |   | 155,365   |    |
| Fairmarket values ofhedges                                                                                                               |  |             | 4,140     |            |  |   | —   |    |
| Otherassets                                                                                                                              |  |             | 3,176     |            |  |   | 3,431     |    |
| **Totalassets**                                                                                                                          |  | $                | 1,162,169 |            |  | $      | 1,183,518 |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY:**                                                                                                  |  |             |      |            |  |   |      |    |
| Currentliabilities:                                                                                                                      |  |             |      |            |  |   |      |    |
| Accountspayable                                                                                                                          |  | $                | 17,444    |            |  | $      | 18,513    |    |
| Dividendspayable                                                                                                                         |  |             | 827       |            |  |   | —   |    |
| Accruedinterest                                                                                                                          |  |             | 6,875     |            |  |   | 4,051     |    |
| Deferredsubscriptionrevenue                                                                                                              |  |             | 14,724    |            |  |   | 14,810    |    |
| Accruedsalaries andvacation                                                                                                              |  |             | 11,279    |            |  |   | 12,418    |    |
| Fair marketvalue of hedges                                                                                                               |  |             | —   |            |  |   | 44        |    |
| Otheraccrued expenses and currentliabilities                                                                                             |  |             | 19,262    |            |  |   | 27,048    |    |
| **Totalcurrentliabilities**                                                                                                              |  |             | 70,411    |            |  |   | 76,884    |    |
| Seniordebt                                                                                                                               |  |             | 731,900   |            |  |   | 778,300   |    |
| Capitallease obligations, net of currentmaturities                                                                                       |  |             | 3,648     |            |  |   | 3,647     |    |
| Deferredincometaxes                                                                                                                      |  |             | 95,476    |            |  |   | 87,872    |    |
| Accruedretiree benefits and otherliabilities                                                                                             |  |             | 18,364    |            |  |   | 19,256    |    |
| Incometaxespayable                                                                                                                       |  |             | 17,532    |            |  |   | 17,239    |    |
| Commitmentsandcontingencies                                                                                                              |  |             |      |            |  |   |      |    |
| Stockholders'equity:                                                                                                                     |  |             |      |            |  |   |      |    |
| Common stock, $.01 parvalue per share, 300,000,000 shares authorized, 48,437,581 sharesissued at September 25, 2005 and December 26,2004 |  |             | 484       |            |  |   | 484       |    |
| Additional paid-incapital                                                                                                                |  |             | 361,478   |            |  |   | 361,369   |    |
| Accumulateddeficit                                                                                                                       |  |             | (17,345   | )          |  |   | (50,913   | )  |
|                                                                                                                                     |  |             | 344,617   |            |  |   | 310,940   |    |
| Lesstreasury stock, 7,131,713 shares and 6,422,340 shares respectively, atcost                                                           |  |             | (106,720  | )          |  |   | (94,711   | )  |
| Accumulatedother comprehensive loss, net oftax                                                                                           |  |             | (12,942   | )          |  |   | (15,395   | )  |
| Unearnedcompensation                                                                                                                     |  |             | (117      | )          |  |   | (514      | )  |
| **Netstockholders'equity**                                                                                                               |  |             | 224,838   |            |  |   | 200,320   |    |
| **Totalliabilities and stockholders'equity**                                                                                             |  | $                | 1,162,169 |            |  | $      | 1,183,518 |    |
|                                                                                                                                          |

Seeaccompanying notes.

1

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JOURNAL REGISTER COMPANY CONDENSEDCONSOLIDATED STATEMENTS OF INCOME(Unaudited)

|                                        |  |                     |         |                        |  |                  |         |                  |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------|--|---------------------|---------|------------------------|--|------------------|---------|------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
| Inthousands, except per sharedata      |  | Thirteen weeksended |         | Thirty-Nine weeksended |
| **Fiscal periodended**                 |  | September25,2005    |         | September 26,2004      |  | September25,2005 |         | September26,2004 |
| Revenues:                              |  |                |    |                   |  |             |    |             |  |   |    |    |  |   |    |    |
| Advertising                            |  | $                   | 107,577 |                   |  | $                | 93,737  |             |  | $      | 324,828 |    |  | $      | 247,873 |    |
| Circulation                            |  |                | 26,405  |                   |  |             | 24,968  |             |  |   | 80,325  |    |  |   | 69,576  |    |
| Newspaperrevenues                      |  |                | 133,982 |                   |  |             | 118,705 |             |  |   | 405,153 |    |  |   | 317,449 |    |
| Commercialprinting andother            |  |                | 4,280   |                   |  |             | 4,347   |             |  |   | 13,751  |    |  |   | 12,412  |    |
| **Totalrevenues**                      |  |                | 138,262 |                   |  |             | 123,052 |             |  |   | 418,904 |    |  |   | 329,861 |    |
| Operatingexpenses:                     |  |                |    |                   |  |             |    |             |  |   |    |    |  |   |    |    |
| Salariesand employeebenefits           |  |                | 54,263  |                   |  |             | 48,066  |             |  |   | 165,662 |    |  |   | 126,733 |    |
| Newsprint,ink and printingcharges      |  |                | 12,259  |                   |  |             | 10,588  |             |  |   | 36,388  |    |  |   | 26,816  |    |
| Selling,general andadministrative      |  |                | 18,647  |                   |  |             | 17,099  |             |  |   | 59,957  |    |  |   | 44,831  |    |
| Depreciationandamortization            |  |                | 5,015   |                   |  |             | 4,745   |             |  |   | 15,367  |    |  |   | 12,134  |    |
| Other                                  |  |                | 19,288  |                   |  |             | 17,142  |             |  |   | 57,255  |    |  |   | 46,354  |    |
| Totaloperatingexpenses                 |  |                | 109,472 |                   |  |             | 97,640  |             |  |   | 334,629 |    |  |   | 256,868 |    |
| **Operatingincome**                    |  |                | 28,790  |                   |  |             | 25,412  |             |  |   | 84,275  |    |  |   | 72,993  |    |
| Netinterest expense andother           |  |                | (10,015 | )                 |  |             | (5,307  | )           |  |   | (27,858 | )  |  |   | (11,770 | )  |
| Write-offof prior debt issuancecosts   |  |                | — |                   |  |             | (1,211  | )           |  |   | — |    |  |   | (1,211  | )  |
| Incomebefore provision for incometaxes |  |                | 18,775  |                   |  |             | 18,894  |             |  |   | 56,417  |    |  |   | 60,012  |    |
| Provision(benefit) for incometaxes     |  |                | 7,251   |                   |  |             | (47,194 | )           |  |   | 22,022  |    |  |   | (31,083 | )  |
| **Netincome**                          |  | $                   | 11,524  |                   |  | $                | 66,088  |             |  | $      | 34,395  |    |  | $      | 91,095  |    |
| Netincome per commonshare:             |  |                |    |                   |  |             |    |             |  |   |    |    |  |   |    |    |
| Basic                                  |  | $                   | 0.28    |                   |  | $                | 1.58    |             |  | $      | 0.83    |    |  | $      | 2.17    |    |
| Diluted                                |  | $                   | 0.28    |                   |  | $                | 1.55    |             |  | $      | 0.82    |    |  | $      | 2.14    |    |
| Weighted-averagesharesoutstanding:     |  |                |    |                   |  |             |    |             |  |   |    |    |  |   |    |    |
| Basic                                  |  |                | 41,319  |                   |  |             | 41,952  |             |  |   | 41,685  |    |  |   | 41,886  |    |
| Diluted                                |  |                | 41,809  |                   |  |             | 42,604  |             |  |   | 42,048  |    |  |   | 42,631  |    |
|                                        |

Seeaccompanying notes.

2

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JOURNAL REGISTER COMPANY CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                          |  |                        |         |                   |  |        |          |         |  |  |
|------------------------------------------------------------------------------------------|--|------------------------|---------|-------------------|--|--------|----------|---------|--|--|
| Inthousands                                                                              |  | Thirty-Nine weeksended |
| Fiscal periodended                                                                       |  | September 25,2005      |         | September 26,2004 |
| Cash flows from operatingactivities:                                                     |  |                   |    |              |  |   |     |    |
| Netincome                                                                                |  | $                      | 34,395  |              |  | $      | 91,095   |    |
| Adjustmentsto reconcile net income to net cash provided by operatingactivities:          |  |                   |    |              |  |   |     |    |
| Provisionfor losses on accountsreceivable                                                |  |                   | 3,191   |              |  |   | 2,813    |    |
| Depreciationandamortization                                                              |  |                   | 15,367  |              |  |   | 12,134   |    |
| Increasein deferred incometaxes                                                          |  |                   | 13,794  |              |  |   | 2,070    |    |
| Decrease(increase) in accountsreceivable                                                 |  |                   | 2,188   |              |  |   | (6,745   | )  |
| (Decrease)increase in accountspayable                                                    |  |                   | (1,112  | )            |  |   | 984      |    |
| Decrease inincome taxespayable                                                           |  |                   | (457    | )            |  |   | (53,675  | )  |
| Other,net                                                                                |  |                   | 57      |              |  |   | 9,512    |    |
| **Netcash provided by operatingactivities**                                              |  |                   | 67,423  |              |  |   | 58,188   |    |
| Cashflows from investingactivities:                                                      |  |                   |    |              |  |   |     |    |
| Net additions toproperty, plant andequipment                                             |  |                   | (8,854  | )            |  |   | (8,426   | )  |
| Purchasesofbusinesses                                                                    |  |                   | — |              |  |   | (414,741 | )  |
| **Netcash used in investingactivities**                                                  |  |                   | (8,854  | )            |  |   | (423,167 | )  |
| Cashflows from financingactivities:                                                      |  |                   |    |              |  |   |     |    |
| Payments oflong-termdebt                                                                 |  |                   | — |              |  |   | (51,672  | )  |
| Proceeds fromissuance of long-termdebt                                                   |  |                   | — |              |  |   | 795,000  |    |
| Extinguishmentof prior long-termdebt                                                     |  |                   | — |              |  |   | (372,573 | )  |
| Financingcosts                                                                           |  |                   | — |              |  |   | (11,907  | )  |
| Netrepayments of borrowings under revolving credit agreement and capitalleaseobligations |  |                   | (46,576 | )            |  |   | —  |    |
| Exerciseof stock options for commonstock                                                 |  |                   | 445     |              |  |   | 6,150    |    |
| Purchase of Companystock                                                                 |  |                   | (12,437 | )            |  |   | —  |    |
| **Netcash (used in) provided by financingactivities**                                    |  |                   | (58,568 | )            |  |   | 364,998  |    |
| Increasein cash                                                                          |  |                   | 1       |              |  |   | 19       |    |
| Cash, beginning ofperiod                                                                 |  |                   | 51      |              |  |   | 31       |    |
| **Cash,end ofperiod**                                                                    |  | $                      | 52      |              |  | $      | 50       |    |
| Supplementaldisclosures of cash flowinformation:                                         |  |                   |    |              |  |   |     |    |
| Cashpaid during the periodfor:                                                           |  |                   |    |              |  |   |     |    |
| Interest                                                                                 |  | $                      | 24,494  |              |  | $      | 10,531   |    |
| Incometaxes                                                                              |  | $                      | 7,739   |              |  | $      | 11,919   |    |
| Supplementaldisclosures of non-cashactivities:                                           |  |                   |    |              |  |   |     |    |
| Comprehensiveincome – mark-to-market adjustments, net oftax                        |  | $                      | 2,453   |              |  | $      | 1,322    |    |
|                                                                                          |

Seeaccompanying notes.

3

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

1.    Organization and Basisof Presentation

The accompanying condensed consolidatedfinancial statements include Journal Register Company and all of itswholly-owned subsidiaries (the "Company").The Company owns 27 daily and 338 non-daily publications servingmarkets in Greater Philadelphia, Michigan, Connecticut, the GreaterCleveland area of Ohio, Central New England and the Capital-Saratogaand Mid-Hudson regions of New York. The Company also owns and managescommercial printing operations in Connecticut and Pennsylvania. Inaddition, the Company currently operates 202 individual Websitesfeaturing the Company's daily newspapers and non-dailypublications.

The Company has authorized 1,000,000 shares ofPreferred Stock, none of which were issued or outstanding during theperiods for which the financial statements are presented.

Thecondensed consolidated interim financial statements included hereinhave been prepared by the Company, without audit, in accordance withaccounting principles generally accepted in the United States("GAAP") and pursuant to the rules andregulations of the Securities and Exchange Commission. The condensedconsolidated interim financial statements do not include all of theinformation and footnote disclosure required by GAAP for completefinancial statements. In the opinion of the Company's management,the accompanying unaudited condensed consolidated interim financialstatements contain all material adjustments (consisting only of normalrecurring accruals) necessary to present fairly its financial positionas of September 25, 2005 and December 26, 2004, the results of itsoperations for the thirteen and thirty-nine week periods endedSeptember 25, 2005 and September 26, 2004 and its cash flows for thethirty-nine week periods ended September 25, 2005 and September 26,2004. These financial statements should be read in conjunction with theDecember 26, 2004 audited Consolidated Financial Statements and Notesthereto. The interim operating results are not necessarily indicativeof the results to be expected for an entire year. Certain operatingexpenses in the thirteen and thirty-nine week periods ended September26, 2004 have been reclassified to conform to the Company'scurrent presentation. The reclassification had no impact on totaloperating expenses, operating income or net income.

2.    Earnings Per Common Share

The following table setsforth the computation of weighted-average shares outstanding forcalculating both basic and diluted earnings per share("EPS"):

|                                       |  |                     |        |                        |  |                  |        |                  |  |        |        |        |  |        |        |        |  |  |
|---------------------------------------|--|---------------------|--------|------------------------|--|------------------|--------|------------------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                                  |  | Thirteenweeks ended |        | Thirty-Nine weeksended |
|                                  |  | September25,2005    |        | September 26,2004      |  | September25,2005 |        | September26,2004 |
| Weighted-average shares –basic  |  |                | 41,319 |                   |  |             | 41,952 |             |  |   | 41,685 |   |  |   | 41,886 |   |
| Effectof dilutivesecurities:          |  |                |   |                   |  |             |   |             |  |   |   |   |  |   |   |   |
| Employeestockoptions                  |  |                | 490    |                   |  |             | 652    |             |  |   | 363    |   |  |   | 745    |   |
| Weighted-averageshares –diluted |  |                | 41,809 |                   |  |             | 42,604 |             |  |   | 42,048 |   |  |   | 42,631 |   |
|                                       |

Optionswith exercise prices greater than the average market price of thecommon shares during any relevant period have not been included in thecomputation of diluted EPS for such period.

3.    CommonStock

On April 19, 2005, the Company announced that, pursuantto previous board authorization, it was recommencing its sharerepurchase program and that repurchases of the Company's commonstock, in an aggregate amount of up to $30 million, may be made fromtime to time in open market or private transactions as marketconditions dictate. Since the announcement, and as of September 25,2005, the 

4

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

Company has repurchased 764,800 shares at atotal cost of approximately $12.4 million. From September 26, 2005through October 27, 2005, the Company repurchased an additional 565,300shares at a total cost of approximately $9.1 million.

In thethird quarter of 2005, the Company initiated a cash dividend policy anddeclared a quarterly cash dividend of $0.02 per share, which was paidon October 3, 2005 to shareholders of record on September 7, 2005. Theaggregate amount of dividends paid was approximately $0.8 million.

**4.    Stock**-**Based Compensation Costs**

In December 2002, the Financial Accounting Standards Boards("FASB") issued Statement of FinancialAccounting Standards ("SFAS") No. 148,Accounting for Stock-Based Compensation – Transition andDisclosure, to provide alternative methods of transition for avoluntary change to the fair value method of accounting for stock-basedemployee compensation. In addition, SFAS No. 148 amends the disclosurerequirements of SFAS No. 123, Accounting for Stock BasedCompensation, to require more prominent disclosures in both annualand interim financial statements about the method of accounting forstock-based employee compensation and the effect of the method used onreported results. The Company elected to continue to follow theintrinsic value method of accounting as prescribed by AccountingPrinciples Board Opinion No. 25, Accounting for Stock Issued toEmployees ("APB 25") and relatedinterpretations in accounting for its employee stock options. SFAS No.148 did not require the Company to change to the fair value basedmethod of accounting for stock-based compensation.

For purposesof pro forma disclosure, the estimated fair value of the options isamortized to expense over the vesting period for such options. TheCompany's quarterly pro forma information, had compensation costsfor the Company's stock option plans been determined inaccordance with SFAS No. 123, is asfollows:

|                                                                                                                                          |  |                     |        |                        |  |              |        |              |  |        |        |         |  |        |        |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------|--------|------------------------|--|--------------|--------|--------------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                                                                                                     |  | Thirteenweeks ended |        | Thirty-Nine weeksended |
| (Inthousands, except per share amounts)                                                                                                  |  | Sept.25,2005        |        | Sept. 26,2004          |  | Sept.25,2005 |        | Sept.26,2004 |
| Netincome:                                                                                                                               |  |                |   |                   |  |         |   |         |  |   |   |    |  |   |   |    |
| Asreported                                                                                                                               |  | $                   | 11,524 |                   |  | $            | 66,088 |         |  | $      | 34,395 |    |  | $      | 91,095 |    |
| Add:Stock-based employee compensation expense included in reported netincome, net of related taxeffects                                  |  |                | 28     |                   |  |         | 22     |         |  |   | 279    |    |  |   | 29     |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of related taxeffects |  |                | (471   | )                 |  |         | (525   | )       |  |   | (1,781 | )  |  |   | (1,525 | )  |
| Proforma                                                                                                                                 |  | $                   | 11,081 |                   |  | $            | 65,585 |         |  | $      | 32,893 |    |  | $      | 89,599 |    |
| Netincome per commonshare:                                                                                                               |  |                |   |                   |  |         |   |         |  |   |   |    |  |   |   |    |
| Asreported:                                                                                                                              |  |                |   |                   |  |         |   |         |  |   |   |    |  |   |   |    |
| Basic                                                                                                                                    |  | $                   | 0.28   |                   |  | $            | 1.58   |         |  | $      | 0.83   |    |  | $      | 2.17   |    |
| Diluted                                                                                                                                  |  | $                   | 0.28   |                   |  | $            | 1.55   |         |  | $      | 0.82   |    |  | $      | 2.14   |    |
| Proforma:                                                                                                                                |  |                |   |                   |  |         |   |         |  |   |   |    |  |   |   |    |
| Basic                                                                                                                                    |  | $                   | 0.27   |                   |  | $            | 1.56   |         |  | $      | 0.79   |    |  | $      | 2.14   |    |
| Diluted                                                                                                                                  |  | $                   | 0.27   |                   |  | $            | 1.54   |         |  | $      | 0.78   |    |  | $      | 2.10   |    |
|                                                                                                                                          |

Subsequentevent – Acceleration of vesting of employee stockoptions.    On October 27, 2005, the Compensation Committee andthe Board of Directors approved the acceleration of vesting of allunvested outstanding stock options to October 27, 2005. In total, thevesting of 1,445,960 outstanding 

5

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

stock options have been accelerated. Thesestock options were awarded under the Company's 1997 StockIncentive Plan (Amended and Restated). All other terms and conditionsof such outstanding stock options remain applicable. TheCompany's closing stock price on October 27, 2005 was $15.68. Theacceleration of the vesting of the stock options will have the effectof reducing pro forma earnings in the current fourth quarter byapproximately $2.9 million or $0.07 per diluted share. The accelerationof the vesting will reduce the expense the Company would otherwise berequired to record in 2006 and beyond when the new accounting rule forstock options becomes effective.

5.    Acquisitions

The Company applies the purchase method of accounting foracquisitions. Acquisitions and dispositions of newspaper properties aresubject to closing costs and may be subject to the finalization ofcustomary adjustments. Results of operations of the Company'sacquisitions are included in the Company's results of operationsfrom the date of acquisition.

From September 1993 throughSeptember 25, 2005, the Company completed 30 strategic acquisitions(including those described below), acquiring 18 daily newspapers, 294non-daily publications and four commercial printing companies. Three ofthe four commercial printing facilities owned by the Company print anumber of the Company's non-daily publications and the fourth isa premium quality sheet-fed printing company.

On August 12,2004, the Company completed the acquisition of 21st CenturyNewspapers, Inc., a privately-held operator of one of the largestnewspaper clusters in the United States. Located in Michigan,21st Century owns four daily newspapers with combinedaverage daily net paid circulation of approximately 132,000 andcombined average Sunday net paid circulation of approximately 177,000,and 85 non-daily publications with approximately 1.5 million non-dailydistribution. The Company's Michigan cluster, which is comprisedof the 21st Century newspaper operations, is theCompany's second largest cluster based on revenues, with thelargest being the Company's Greater Philadelphia cluster. TheOakland Press and The Macomb Daily, two of 21stCentury's daily newspapers, are the Company's second andthird largest newspapers, respectively, with the New HavenRegister remaining the Company's flagship and largestnewspaper.

The total amount expended for the acquisition,including transaction costs, was approximately $423 million, includingthe $415 million purchase price. The purchase price was financed withborrowings under a Credit Agreement, dated as of August 12, 2004,between the Company, the lenders party thereto and JPMorgan Chase Bank,as administrative agent (the "CreditAgreement"). The portion of the purchase price in excessof $415 million consisted of direct acquisition costs and certain costsincurred or expected to be incurred in connection with the integrationand consolidation of 21st Century's operations. Thereis no tax deductible goodwill resulting directly from theCompany's acquisition of 21st Century. The purchaseprice allocation for 21st Century, as of September 25, 2005,is as follows (in thousands):

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

|                                              |  |        |         |        |  |  |
|----------------------------------------------|--|--------|---------|--------|--|--|
| Currentassets, net of cash acquired of$1,901 |  | $      | 20,552  |   |
| Property, plant andequipment                 |  |   | 31,764  |   |
| Goodwill                                     |  |   | 274,502 |   |
| Intangibleand other long-term assets         |  |   | 129,421 |   |
| Otherassets                                  |  |   | 163     |   |
| Total assetsacquired                         |  |   | 456,402 |   |
| Currentliabilities                           |  |   | 18,828  |   |
| Non-currentliabilities                       |  |   | 15,024  |   |
| Totalliabilitiesassumed                      |  |   | 33,852  |   |
| Netassetsacquired                            |  | $      | 422,550 |   |
|                                              |

Thefollowing table presents (i) the unaudited consolidated results ofoperations of the Company for the thirteen and thirty-nine weeks endedSeptember 25, 2005, respectively, and (ii) the unaudited pro formaconsolidated results of operations of the Company for the thirteen andthirty-nine weeks ended September 26, 2004, respectively, as though the21st Century acquisition occurred on the first day of suchperiod:

(In thousands, except per shareamounts)

|                     |  |                     |         |                        |  |                  |         |                  |  |        |         |        |  |        |         |        |  |  |
|---------------------|--|---------------------|---------|------------------------|--|------------------|---------|------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                |  | Thirteenweeks ended |         | Thirty-Nine weeksended |
|                |  | September25,2005    |         | September 26,2004      |  | September25,2005 |         | September26,2004 |
|                |  |                |         | (Proforma)             |  |             |         | (Pro forma)      |
| Netrevenues         |  | $                   | 138,262 |                   |  | $                | 141,191 |             |  | $      | 418,904 |   |  | $      | 420,774 |   |
| Netincome           |  | $                   | 11,524  |                   |  | $                | 66,305  |             |  | $      | 34,395  |   |  | $      | 92,064  |   |
| Netincome pershare: |  |                |    |                   |  |             |    |             |  |   |    |   |  |   |    |   |
| Basic               |  | $                   | 0.28    |                   |  | $                | 1.58    |             |  | $      | 0.83    |   |  | $      | 2.20    |   |
| Diluted             |  | $                   | 0.28    |                   |  | $                | 1.56    |             |  | $      | 0.82    |   |  | $      | 2.16    |   |
|                     |

Thepro forma results are not necessarily indicative of what actually wouldhave occurred if the 21st Century acquisition had occurredon December 29, 2003 and are not intended to be a projection of futureresults.

The Company completed three other acquisitions during2004. On January 28, 2004, the Company completed the acquisition ofO Jornal, a weekly Portuguese-language newspaper based in FallRiver, Massachusetts, with circulation of approximately 14,300 servingmore than 30 communities in Massachusetts and Rhode Island. On May 4,2004, the Company completed the acquisition of the assets of MohawkValley Media, a group of non-daily publications based in Rome, New Yorkserving Rome and neighboring communities. On October 4, 2004, theCompany acquired the assets of Berks-Mont Newspapers, Inc., a privatelyheld non-daily newspaper group, based in Boyertown, Pennsylvania. Thesethree acquisitions were not material either individually or in theaggregate.

6.    Debt and Interest Rate Derivatives

The Credit Agreement provides for (i) two secured term loanfacilities ("Term Loan A" and"Term Loan B" or collectively, the"Term Loans"), with Term Loan A having a faceamount of $275 million and Term Loan B having a face amount of $350million, and (ii) a secured revolving credit facility (the"Revolving Credit Facility") of $425 million.The Credit Agreement also provides for an uncommitted, multiple drawterm loan facility (the "IncrementalFacility") in the amount of up to $500 million, aspermitted by the administrative agent, to be repaid under conditionsprovided for in the Credit Agreement.   To date, the Company hasnot drawn down on the Incremental Facility. As of 

7

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

September 25, 2005, the maximum availabilityunder the Revolving Credit Facility was $311.9 million (including theimpact of $6.2 million in outstanding letters of credit issued underthe Credit Agreement), with approximately $206.0 million availablebased on the terms of the Credit Agreement.

Term Loan A and TermLoan B mature on November 12, 2011 and August 12, 2012, respectively,and the Revolving Credit Facility matures on November 12, 2011. TheTerm Loans are repayable in quarterly installments commencing inDecember 2006 and the availability of the Revolving Credit Facility issubject to certain quarterly reductions that commence in December2009.

The amounts outstanding under the Credit Agreement bearinterest at (i) 1.5 percent to 0.625 percent above LIBOR (as defined inthe Credit Agreement) or (ii) 0.25 percent to 0 percent above thehigher of (a) the Prime Rate (as defined in the Credit Agreement) or(b) 0.5 percent above the Federal Funds Rate (as defined in the CreditAgreement). The interest rate spreads ("the applicablemargins") are dependent upon the ratio of theCompany's debt to trailing four quarters Cash Flow (as defined inthe Credit Agreement) and are reduced or increased as such ratiodeclines or increases, respectively. The estimated fair value of theTerm Loans and Revolving Credit Facility approximates their carryingvalue.

A commitment fee is incurred on the average daily unusedportion of the Revolving Credit Facility, payable quarterly in arrears,at a percentage that varies from 0.375 percent to 0.250 percent perannum based on the quarterly calculation of the Company's TotalLeverage Ratio (as defined in the Credit Agreement). At September 25,2005, the Company's commitment fee was 0.375 percent.

TheCompany's long-term debt as of September 25, 2005 and December26, 2004 was comprised of thefollowing:

|                                          |  |                    |         |                  |  |        |         |        |  |  |
|------------------------------------------|--|--------------------|---------|------------------|--|--------|---------|--------|--|--|
| (Inthousands)                            |  | September 25, 2005 |         | December 26,2004 |
| Term LoanA                               |  | $                  | 275,000 |             |  | $      | 275,000 |   |
| Term LoanB                               |  |               | 350,000 |             |  |   | 350,000 |   |
| Revolving CreditFacility                 |  |               | 106,900 |             |  |   | 153,300 |   |
| TotalLong-Term Debt                      |  |               | 731,900 |             |  |   | 778,300 |   |
| Less:CurrentPortion                      |  |               | — |             |  |   | — |   |
| TotalLong-term debt, less currentportion |  | $                  | 731,900 |             |  | $      | 778,300 |   |
|                                          |

Theaggregate maturities payable under the Term Loans for the followingyears are as follows (inthousands):

|      |  |   |         |        |  |  |
|------|--|---|---------|--------|--|--|
| 2006 |  | $ | 7,750   |   |
| 2007 |  | $ | 34,438  |   |
| 2008 |  | $ | 48,188  |   |
| 2009 |  | $ | 61,937  |   |
| 2010 |  | $ | 71,562  |   |
| 2011 |  | $ | 69,500  |   |
| 2012 |  | $ | 331,625 |   |
|      |

TheRevolving Credit Facility is available until November 12, 2011. Initialavailability was $425 million and will be reduced by equal consecutivequarterly reductions, commencing on December 31, 2009, in an aggregateamount for each remaining twelve month period commencing on the datesset forth below, equal to the amount set forth opposite such date(in thousands):

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

|                  |  |   |         |        |  |  |
|------------------|--|---|---------|--------|--|--|
| December31, 2009 |  | $ | 21,250  |   |
| December 31,2010 |  | $ | 63,750  |   |
| November 12,2011 |  | $ | 340,000 |   |
|                  |

The Term Loans and RevolvingCredit Facility are secured by substantially all of the assets of theCompany and the common stock and assets of the Company'ssubsidiaries. The Term Loans and Revolving Credit Facility requirecompliance with certain covenants, including the maintenance of certainfinancial ratios, which may restrict, among other things, theCompany's ability to declare dividends, repurchase Company stock,incur additional indebtedness, create liens, sell assets, consummatemergers and make capital expenditures, investments and acquisitions. Asof September 25, 2005, the Company was in compliance with the financialcovenants contained in the Credit Agreement.

In addition, underthe terms of the Company's Credit Agreement, under certaincircumstances, the Company may be required to prepay a portion of theTerm Loans and any loans under an Incremental Facility in an amountequal to (i) excess net proceeds from the sale of newspaper propertiesthat are not reinvested within at least 365 days or (ii) 50 percent ofExcess Cash Flow, as defined in the Credit Agreement, provided thatthere will be no prepayment of Excess Cash Flow required in any yearwhere the Company's Total Leverage Ratio (as defined in theCredit Agreement) is equal to or less than 5.00 to 1.

Inaccordance with the requirements of the Credit Agreement, the Companyis required to maintain certain Interest Rate Protection Agreements("IRPAs") on a portion of its debt to reducethe potential exposure of the Company's future cash flows tofluctuations in variable interest rates. The minimum requirement variesdepending on the Company's Total Leverage Ratio.

Pursuantto these requirements, the Company entered into certain IRPAs thatconsist of (i) interest rate collars("Collars") that establish a base interestrate ceiling ("Cap") and a base interest ratefloor ("Floor") and (ii) interest rate swaps("Swaps") in which the Company exchanges aportion of its floating rate debt for fixed rate debt, in each case atno initial cost to the Company.

Interest RateCollars.    Pursuant to the terms of the Collars, in the event90-day LIBOR exceeds the Cap, the Company will receive cash from theissuers to compensate for the rate in excess of the Cap. If the 90-dayLIBOR is lower than the Floor, the Company will pay cash to the issuersto compensate for the rate below the Floor. Each of the Collars is fora fixed notional amount, as set forth in the chart below. As ofSeptember 25, 2005, the aggregate notional amount of outstandingCollars in effect was $300 million.

The following tablesummarizes the Company's existing Collars and contracts forCollars that have an effective date occurring in the future, in eachcase at September 25,2005:

|                 |  |         |     |           |  |                |      |        |  |              |  |           |  |  |  |  |  |  |
|-----------------|--|---------|-----|-----------|--|----------------|------|--------|--|--------------|--|-----------|--|--|--|--|--|--|
| EffectiveDate   |  | Cap (%) |     | Floor (%) |  | NotionalAmount |      | Term   |
| August 20,2004  |  |    | 4.5 |      |  |           | 2.05 |   |  | $50million   |  | 2 years   |
| October 29,2004 |  |    | 4.5 |      |  |           | 2.08 |   |  | $100 million |  | 2years    |
| January 292005  |  |    | 4.5 |      |  |           | 2.38 |   |  | $50 million  |  | 2years    |
| January 29,2005 |  |    | 4.5 |      |  |           | 2.47 |   |  | $100 million |  | 2years    |
| January 29,2007 |  |    | 6.0 |      |  |           | 3.39 |   |  | $100 million |  | 2.75years |
|                 |

Interest Rate Swaps.    Pursuant tothe terms of the Swaps, in the event 90-day LIBOR exceeds the fixedinterest rate, the Company will receive cash from the issuers tocompensate for the rate in excess of the fixed rate. If the 90-dayLIBOR is lower than the fixed rate, the Company will pay cash to theissuers to compensate for the rate below the fixed rate. As ofSeptember 25, 2005, the aggregate notional amount of existing Swaps ineffect was approximately $260 million.

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

The following table summarizes theCompany's existing Swaps and executed contracts for Swaps not yeteffective, if any, in each case at September 25, 2005:

|                 |  |                |       |                |  |                                      |  |           |  |  |  |  |  |  |
|-----------------|--|----------------|-------|----------------|--|--------------------------------------|--|-----------|--|--|--|--|--|--|
| EffectiveDate   |  | Fixed Rate (%) |       | NotionalAmount |  | Term                                 |
| December 3,2004 |  |           | 3.48  |           |  | $50million       |  | 3.0 years |
| April 1,2005    |  |           | 4.06  |           |  | $100 million     |  | 4.75years |
| April 1, 2005   |  |           | 4.085 |           |  | $112million(1)                       |  | 4.75years |
|                 |

|  |
|--|
|  |  |  |
|  |

|  |     |                                                         |
|--|-----|---------------------------------------------------------|
|  | (1) | Representsthe average of an amortizing notional amount. |

7.    Comprehensive Income

The components ofcomprehensive income for the thirteen and thirty-nine week periodsended September 25, 2005 and September 26, 2004 are asfollows:

|                                                                                      |  |                     |         |                        |  |                |         |               |  |        |        |         |  |        |         |        |  |  |
|--------------------------------------------------------------------------------------|--|---------------------|---------|------------------------|--|----------------|---------|---------------|--|--------|--------|---------|--|--------|---------|--------|--|--|
|                                                                                 |  | Thirteenweeks ended |         | Thirty-Nine weeksended |
| (Inthousands)                                                                        |  | Sept. 25, 2005      |         | Sept. 26,2004          |  | Sept. 25, 2005 |         | Sept. 26,2004 |
| Netincome                                                                            |  | $                   | 11,524  |                   |  | $              | 66,088  |          |  | $      | 34,395 |    |  | $      | 91,095  |   |
| Reclassificationof realized gains on fully effective hedges to net income, net oftax |  |                | 187     |                   |  |           | 277     |          |  |   | 580    |    |  |   | 1,107   |   |
| Netchange in fair value of fully effective hedges, net oftax                         |  |                | 2,753   |                   |  |           | (78     | )        |  |   | 1,891  |    |  |   | 215     |   |
| Markto market adjustment of investments, net oftax                                   |  |                | — |                   |  |           | — |          |  |   | (18    | )  |  |   | — |   |
| Comprehensiveincome                                                                  |  | $                   | 14,464  |                   |  | $              | 66,287  |          |  | $      | 36,848 |    |  | $      | 92,417  |   |
|                                                                                      |

Accumulatedother comprehensive loss, net of tax, as of September 25, 2005 andDecember 26, 2004, was approximately $12.9 million and $15.4 million,respectively. These balances primarily consist of net losses fromchanges in the fair value of the Company's minimum pensionliabilities and IRPAs.

8.    Intangible and Other Assets

Under SFAS No. 142, goodwill and indefinite-lived intangible assetsare no longer amortized. However, they are reviewed annually or morefrequently, if required, for impairment. Separable intangible assetsthat are not deemed to have an indefinite life will continue to beamortized over their useful lives. The Company performs the requiredannual impairment tests as of the first day of the fourth quarter ofeach fiscal year.

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

|                                              |  |                         |         |                         |  |        |         |         |  |                         |         |        |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|----------------------------------------------|--|-------------------------|---------|-------------------------|--|--------|---------|---------|--|-------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                         |  | Asof September 25, 2005 |         | As of December 26,2004  |
| (Inthousands)                                |  | Gross                   |         | AccumulatedAmortization |  | Net    |         | Gross   |  | AccumulatedAmortization |         | Net    |
| Intangibleassets subject toamortization:     |  |                    |    |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |   |    |   |
| Customerand subscriberlists                  |  | $                       | 9,657   |                    |  | $      | (7,180  | )  |  | $                       | 2,477   |   |  | $      | 9,657   |   |  | $      | (5,934  | )  |  | $      | 3,723   |   |
| Non-competecovenants                         |  |                    | 4,317   |                    |  |   | (2,179  | )  |  |                    | 2,138   |   |  |   | 4,317   |   |  |   | (1,832  | )  |  |   | 2,485   |   |
| Debtissuancecosts                            |  |                    | 11,616  |                    |  |   | (1,633  | )  |  |                    | 9,983   |   |  |   | 11,908  |   |  |   | (559    | )  |  |   | 11,349  |   |
| Total                                        |  |                    | 25,590  |                    |  |   | (10,992 | )  |  |                    | 14,598  |   |  |   | 25,882  |   |  |   | (8,325  | )  |  |   | 17,557  |   |
| Intangibleassets not subject toamortization: |  |                    |    |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |   |    |   |
| Goodwill                                     |  |                    | 828,059 |                    |  |   | (63,210 | )  |  |                    | 764,849 |   |  |   | 835,893 |   |  |   | (63,210 | )  |  |   | 772,683 |   |
| Mastheads                                    |  |                    | 137,900 |                    |  |   | (92     | )  |  |                    | 137,808 |   |  |   | 137,900 |   |  |   | (92     | )  |  |   | 137,808 |   |
| Total                                        |  |                    | 965,959 |                    |  |   | (63,302 | )  |  |                    | 902,657 |   |  |   | 973,793 |   |  |   | (63,302 | )  |  |   | 910,491 |   |
| Totalgoodwill andother intangibleassets      |  | $                       | 991,549 |                    |  | $      | (74,294 | )  |  | $                       | 917,255 |   |  | $      | 999,675 |   |  | $      | (71,627 | )  |  | $      | 928,048 |   |
|                                              |

Identifiableintangible assets include customer and subscriber lists, non-competecovenants, and debt issuance costs, which have an estimable useful lifeand are amortizable on a straight-line basis over their useful lives.Indefinite-lived intangible assets include goodwill and mastheads,which are not amortizable. Mastheads are included in other intangibleassets on the condensed consolidated balance sheets. The change ingoodwill reflects an adjustment to the Company's 2004acquisitions (see note 5). For the thirteen week periods endedSeptember 25, 2005 and September 26, 2004, amortization expense forintangible assets was $831,000 and $660,000, respectively. For thethirty-nine weeks ended September 25, 2005 and September 26, 2004,amortization expense for intangible assets was $2,667,000 and$1,353,000, respectively. Estimated future amortization expense foridentifiable intangible assets and other assets is as follows (inthousands):

|            |  |   |       |        |  |  |
|------------|--|---|-------|--------|--|--|
| 2005       |  | $ | 3,520 |   |
| 2006       |  | $ | 3,088 |   |
| 2007       |  | $ | 2,411 |   |
| 2008       |  | $ | 1,902 |   |
| 2009       |  | $ | 1,864 |   |
| Thereafter |  | $ | 4,480 |   |
|            |

Thechanges in the carrying amount of goodwill during the thirty-nine weeksended September 25, 2005 and the fiscal year ended December 26, 2004are asfollows:

|                                   |  |                    |         |                 |  |        |         |         |  |  |
|-----------------------------------|--|--------------------|---------|-----------------|--|--------|---------|---------|--|--|
| (Inthousands)                     |  | September 25, 2005 |         | December26,2004 |
| Beginningbalance                  |  | $                  | 772,683 |            |  | $      | 491,833 |    |
| Goodwillacquired during theperiod |  |               | — |            |  |   | 284,111 |    |
| Adjustments                       |  |               | (7,834  | )          |  |   | (3,261  | )  |
| Endingbalance                     |  | $                  | 764,849 |            |  | $      | 772,683 |    |
|                                   |

Theadjustments to goodwill are related to the finalization of theCompany's purchase accounting, primarily related to deferredtaxes on the opening balance sheet, in connection with certain of itsacquisitions.

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

9.    Pension and Other Post-RetirementBenefits

Net Periodic Benefit Cost for the thirteen andthirty-nine week periods ended September 25, 2005 and September 26,2004 included the followingcomponents:

|                                        |  |                 |         |                              |  |              |         |              |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------|--|-----------------|---------|------------------------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                   |  | PensionBenefits |         | OtherPost-RetirementBenefits |
| (Inthousands)Thirteen weeks ended:     |  | Sept.25,2005    |         | Sept. 26,2004                |  | Sept.25,2005 |         | Sept.26,2004 |
| Components of Net PeriodicBenefitCost: |  |            |    |                         |  |         |    |         |  |   |    |    |  |   |    |    |
| ServiceCost                            |  | $               | 699     |                         |  | $            | 564     |         |  | $      | 5       |    |  | $      | 3       |    |
| InterestCost                           |  |            | 1,565   |                         |  |         | 1,513   |         |  |   | 66      |    |  |   | 65      |    |
| ExpectedReturn on PlanAssets           |  |            | (2,066  | )                       |  |         | (1,838  | )       |  |   | — |    |  |   | — |    |
| AmortizationofNet:                     |  |            |    |                         |  |         |    |         |  |   |    |    |  |   |    |    |
| TransitionObligation                   |  |            | — |                         |  |         | — |         |  |   | — |    |  |   | — |    |
| PriorServiceCost                       |  |            | (88     | )                       |  |         | (89     | )       |  |   | (17     | )  |  |   | (23     | )  |
| Loss/(Gain)                            |  |            | 387     |                         |  |         | 490     |         |  |   | (121    | )  |  |   | (77     | )  |
| NetPeriodic BenefitCost                |  | $               | 497     |                         |  | $            | 640     |         |  | $      | (67     | )  |  | $      | (32     | )  |
|                                        |

|                                         |  |                 |         |                              |  |              |         |               |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------|--|-----------------|---------|------------------------------|--|--------------|---------|---------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                    |  | PensionBenefits |         | OtherPost-RetirementBenefits |
| (Inthousands)Thirty-nine weeks ended:   |  | Sept.25,2005    |         | Sept. 26,2004                |  | Sept.25,2005 |         | Sept. 26,2004 |
| Components of Net Periodic BenefitCost: |  |            |    |                         |  |         |    |          |  |   |    |    |  |   |    |    |
| ServiceCost                             |  | $               | 2,097   |                         |  | $            | 1,678   |          |  | $      | 15      |    |  | $      | 3       |    |
| InterestCost                            |  |            | 4,695   |                         |  |         | 4,469   |          |  |   | 198     |    |  |   | 187     |    |
| ExpectedReturn on PlanAssets            |  |            | (6,198  | )                       |  |         | (5,446  | )        |  |   | — |    |  |   | — |    |
| AmortizationofNet:                      |  |            |    |                         |  |         |    |          |  |   |    |    |  |   |    |    |
| TransitionObligation                    |  |            | — |                         |  |         | — |          |  |   | — |    |  |   | — |    |
| PriorServiceCost                        |  |            | (264    | )                       |  |         | (267    | )        |  |   | (51     | )  |  |   | (69     | )  |
| Loss/(Gain)                             |  |            | 1,161   |                         |  |         | 1,470   |          |  |   | (363    | )  |  |   | (231    | )  |
| NetPeriodic BenefitCost                 |  | $               | 1,491   |                         |  | $            | 1,904   |          |  | $      | (201    | )  |  | $      | (110    | )  |
|                                         |

TheCompany currently expects to contribute an aggregate of approximately$277,500 to its defined benefit pension plans in fiscal year 2005. Forthe post-retirement health and life insurance plans, the Companyexpects to contribute approximately $431,000 in fiscal year 2005.During the thirteen weeks ended September 25, 2005, approximately$157,000 and $74,000 was contributed by the Company to theCompany-sponsored defined benefit pension plans and theCompany-sponsored post-retirement health and life insurance plans,respectively. During the thirty-nine weeks ended September 25, 2005,approximately $255,000 and $234,800 was contributed by the Company tothe Company-sponsored defined benefit pension plans and theCompany-sponsored post-retirement health and life insurance plans,respectively.

On December 8, 2003, the President signed into lawthe Medicare Prescription Drug, Improvement and Modernization Act of2003 (the "Act"). The Act provides for anexpansion of Medicare, primarily adding a prescription drug benefit forMedicare eligible-retirees starting in 2006. The Act also provides afederal subsidy to sponsors that provide a benefit that is at leastactuarial equivalent to Medicare Part D. Final regulations that defineactuarial equivalency were not issued until January 2005. However, theCompany has made a preliminary determination that the effects of theAct on medical obligations and costs reported would be immaterial.Therefore, the Company's retiree medical obligations and costsreported do not reflect any impact associated with the legislation.

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS September 25, 2005(Unaudited)

10.    Recently Issued AccountingStandards

In December 2004, the FASB issued SFAS No.123(revised 2004), "Share-Based Payment"("SFAS 123(R)"), which replaces SFAS No.123,"Accounting for Stock-BasedCompensation" ("SFAS 123")and supercedes APB 25. SFAS 123(R) requires all share-based payments toemployees, including grants of employee stock options, to be recognizedin the financial statements based on their fair values. The pro formadisclosures previously permitted under SFAS 123 will no longer be analternative to financial statement recognition. In April 2005, the U.S.Securities and Exchange Commission (the"SEC") announced a deferral of the effectivedate of SFAS 123(R) until the first interim or annual reporting periodof the registrant's first fiscal year beginning on or after June15, 2005. SFAS 123(R) will become effective for the Company beginningin the first fiscal quarter of 2006. The Company is evaluating therequirements of SFAS 123(R) and has not yet determined the method ofadoption, nor has the Company determined whether the adoption willresult in amounts that are similar to the current pro forma disclosuresunder SFAS 123 provided in Note 4 above.

In May 2005, the FASBissued SFAS No. 154, Accounting Changes and ErrorCorrections—A Replacement of APB Opinion No. 20 and FASBStatement No. 3 ("SFAS 154").SFAS  154 requires retrospective application to priorperiods' financial statements for changes in accountingprinciple, unless it is impracticable to determine either theperiod-specific effects or the cumulative effect of the change.SFAS 154 also requires that retrospective application of a change inaccounting principle be limited to the direct effects of thechange.   Indirect effects of a change in accounting principle,such as a change in non-discretionary profit-sharing payments resultingfrom an accounting change, should be recognized in the period of theaccounting change.   SFAS 154 also requires that a change indepreciation, amortization, or depletion method for long-lived,non-financial assets be accounted for as a change in accountingestimate affected by a change in accounting principle.   SFAS 154is effective for accounting changes and corrections of errors made infiscal years beginning after December 15, 2005.   Early adoptionis permitted for accounting changes and corrections of errors made infiscal years beginning after the date SFAS No. 154 wasissued.

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|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| Item2.  | Management's Discussion and Analysisof Financial Condition and Results of Operations |

General

The Company's principal business ispublishing newspapers in the United States, and its publications areprimarily daily and non-daily newspapers. The Company's revenuesare derived primarily from advertising, paid circulation and commercialprinting.

As of September 25, 2005, the Company owned andoperated 27 daily newspapers and 338 non-daily publicationsstrategically clustered in seven geographic areas: GreaterPhiladelphia; Michigan; Connecticut; the Greater Cleveland area ofOhio; Central New England; the Capital-Saratoga and Mid-Hudson regionsof New York. The Company has total paid daily circulation ofapproximately 653,000, total paid Sunday circulation of approximately700,000 and total non-daily distribution of over 5 million.

Theprincipal elements of the Company's strategy are to: (i) expandadvertising revenues and readership; (ii) grow by acquisition; (iii)capture synergies from geographic clustering; and (iv) implementconsistent operating policies and standards.

As part of theCompany's strategy, the Company focuses on increasing advertisingand circulation revenues and expanding readership at its existing andnewly acquired properties. The Company has also developed certainoperating policies and standards, which it believes have resulted insignificant improvements in the cash flow and profitability of itsexisting and acquired newspapers, including: (i) focusing on localcontent; (ii) maintaining and improving product quality; (iii)enhancing distribution; and (iv) promoting community involvement.

The Company is a leader in executing its clustering strategy. TheCompany believes that its clustering strategy creates significantsynergies and cost savings within each cluster, including cross-sellingof advertising, centralized news gathering and consolidation ofprinting, production and back office activities. The Company alsobelieves that its clustering strategy enables it to improve printquality and distribution, introduce new products and services in acost-effective manner and increase readership. In addition, clusteringenables the Company's advertisers to expand their reach andtarget their message both geographically and demographically.

The Company's revenues are derived from advertising, paidcirculation (including single copy sales and subscription sales)commercial printing and other activities. Advertising revenues arecomprised of three basic categories: retail, classified and national.The Company's advertiser base is predominantly local. TheCompany's newspapers seek to produce desirable results for localadvertisers by targeting readers based on certain geographic anddemographic characteristics. The Company seeks to increase readership,and thereby generate traffic for its advertisers, by focusing on highproduct quality, compelling and often proprietary local content andcreative and interactive promotions.

The Company'sadvertising revenues are derived primarily from a broad group of localadvertisers. No single advertiser accounted for more than one percentof the Company's total fiscal year 2004 revenues. TheCompany's management believes that its advertising revenues tendto be relatively stable because its newspapers rely on a broad base oflocal retail and local classified advertising, rather than thegenerally more volatile national and major account advertising.However, the Company's advertising revenues are susceptible toeconomic swings, particularly those that affect the local economies inthe markets in which the Company operates, and can be difficult topredict.

In addition, the Company is committed to expanding itsbusiness through its Internet initiatives. Online revenues of $6.8million are included in advertising revenues and constitutedapproximately 2.1 percent of total advertising revenues for thethirty-nine week period ended September 25, 2005. The Company'sonline objective is to make its Websites, all of which are accessiblethrough www.journalregister.com, the local information portalfor their respective markets by establishing such Websites as theindispensable source of useful and reliable community news, sports andinformation in their markets. The Company currently operates 202Websites, which are affiliated with the Company's dailynewspapers and non-daily publications.

The Company promotessingle copy sales of its newspapers because it believes that such saleshave even higher readership than subscription sales, and thatsingle-copy readers tend to be more 

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active consumers of goods and services, asindicated by a Newspaper Association of America("NAA") study. Single copy sales also tend togenerate higher profit margins than subscription sales, as single copysales generally have higher per unit prices and lower distributioncosts. Subscription sales, which provide readers with the convenienceof home delivery, are an important component of the Company'scirculation base.

The Company also publishes numerous specialsections, niche and special interest publications. Such publicationstend to increase readership within targeted demographic groups andgeographic areas. The Company's management believes that as aresult of these strategies, its newspapers represent an attractive andcost-effective medium for its readers and advertisers.

Acquisitions

On August 12, 2004, the Company completed theacquisition of 21st Century Newspapers, Inc., aprivately-held operator of one of the largest newspaper clusters in theUnited States. Located in Michigan, 21st Century owns fourdaily newspapers with combined average daily net paid circulation ofapproximately 132,000 and combined average Sunday net paid circulationof approximately 177,000, and 85 non-daily publications withapproximately 1.5 million non-daily distribution. The Company'sMichigan cluster, which is comprised of the 21st Centurynewspaper operations, is the Company's second largest clusterbased on revenues, with the largest being the Company's GreaterPhiladelphia cluster. The Oakland Press and The MacombDaily, two of 21st Century's daily newspapers, arethe Company's second and third largest newspapers, respectively,with the New Haven Register remaining the Company'sflagship and largest newspaper.

The Company completed threeother acquisitions during 2004. On January 28, 2004, the Companycompleted the acquisition of O Jornal, a weeklyPortuguese-language newspaper based in Fall River, Massachusetts, withcirculation of approximately 14,300 serving more than 30 communities inMassachusetts and Rhode Island. On May 4, 2004, the Company completedthe acquisition of the assets of Mohawk Valley Media, a group ofnon-daily publications based in Rome, New York serving Rome andneighboring communities. On October 4, 2004, the Company acquired theassets of Berks-Mont Newspapers, Inc., a privately held non-dailynewspaper group, based in Boyertown, Pennsylvania.

FromSeptember 1993 through September 25, 2005, the Company completed 30strategic acquisitions (including those described above), acquiring 18daily newspapers, 294 non-daily publications and four commercialprinting companies. Three of the four commercial printing facilitiesowned by the Company print a number of the Company's non-dailypublications and the fourth is a premium quality sheet-fed printingcompany.

Results of Operations

Thirteen Week PeriodEnded September 25, 2005 as Compared to the Thirteen Week Period EndedSeptember 26, 2004

For comparison purposes, where noted, theCompany's revenues are presented on a pro forma basis, whichassumes that all properties currently owned were owned in both thecurrent and prior year periods. Certain operating expenses arepresented, where noted, on a same-store basis, which excludes theresults of the Company's acquisitions from the current and prioryear periods.

Summary.    Net income for thethirteen week period ended September 25, 2005 was $11.5 million, or$0.28 per diluted share, versus $66.1 million, or $1.55 per dilutedshare, for the thirteen week period ended September 26, 2004. The thirdquarter of 2004 included the reversal of certain tax accruals amountingto $54.6 million and the write-off of the remaining deferred loan costsassociated with the extinguishment of the Company's refinancedcredit facility ($1.2 million). Excluding these items reported in theprior year period, comparable net income was $12.2 million or $0.29 perdiluted share for the quarter ended September 26, 2004.

Revenues.    For the thirteen week period ended September25, 2005, the Company's revenues increased $15.2 million, or 12.4percent, to $138.3 million, as a result of the Company'sacquisitions. 

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Newspaper revenues for the thirteen weeksended September 25, 2005 as compared to the prior year period increased$15.3 million, or 12.9 percent, to $134.0 million. Advertising revenuesincreased 14.8 percent to $107.6 million, as compared to $93.7 millionfor the third quarter of 2004. Circulation revenues for the thirteenweek period ended September 25, 2005 increased $1.4 million, or 5.8percent, as compared to the prior year period. Commercial printing andother revenues for the thirteen weeks ended September 25, 2005decreased by $0.1 million, or 1.5 percent, to $4.3 million as comparedto the prior year period, and represented 3.1 percent of theCompany's revenues for the thirteen weeks ended September 25,2005. Online revenues for the thirteen weeks ended September 25, 2005increased 50.0 percent to $2.5 million as compared to the prior yearperiod.

The following table sets forth the Company's totaladvertising revenues, by category, for the thirteen week periods endedSeptember 25, 2005 and September 26, 2004:

|                          |  |                    |         |                |  |           |        |        |  |        |      |         |  |  |
|--------------------------|--|--------------------|---------|----------------|--|-----------|--------|--------|--|--------|------|---------|--|--|
|                     |  | ThirteenWeeksEnded |         |           |
| (Dollarsin thousands)    |  | Sept. 25,2005      |         | Sept. 26, 2004 |  | %Increase |
| Local                    |  | $                  | 56,545  |           |  | $         | 50,383 |   |  |   | 12.2 | %  |
| Classified               |  |               | 46,016  |           |  |      | 38,664 |   |  |   | 19.0 | %  |
| National                 |  |               | 5,016   |           |  |      | 4,690  |   |  |   | 6.9  | %  |
| Totaladvertisingrevenues |  | $                  | 107,577 |           |  | $         | 93,737 |   |  |   | 14.8 | %  |
|                          |

Proforma newspaper revenues.    On a pro forma basis, totalnewspaper revenues for the thirteen week period ended September 25,2005 decreased $2.1 million, or 1.5 percent, to $134.0 million from$136.1 million in the prior year period. Pro forma advertising revenuesdecreased $1.1 million, or 1.0 percent. Classified advertising revenuesincreased 0.4 percent, retail advertising revenues decreased 1.9percent and national advertising revenues decreased 3.9 percent, eachon a pro forma basis for the thirteen weeks ended September 25, 2005,as compared to the thirteen weeks ended September 26, 2004. Theincrease in classified advertising revenues resulted from a 10.8percent increase in pro forma classified employment advertisingrevenues and a 5.5 percent increase in pro forma classified real estateadvertising revenues, partially offset by a 14.9 percent decrease inpro forma classified automotive advertising revenues. Pro formacirculation revenues declined $1.0 million, or 3.8 percent, as comparedto the thirteen week period ended September 26, 2004.

Salaries and employee benefits.    Salaries and employeebenefit expenses were 39.2 percent of the Company's revenues forthe thirteen week period ended September 25, 2005, as compared to 39.1percent for the thirteen week period ended September 26, 2004. Salariesand employee benefits increased $6.2 million, or 12.9 percent, to $54.3million for the thirteen week period ended September 25, 2005. Theincrease in salaries and benefits is due to the Company's 2004acquisitions. On a same-store basis, salaries and benefits decreased$0.4 million, or 0.9 percent, for the thirteen weeks ended September25, 2005 as compared to the prior year period.

Newsprint, inkand printing charges.    For the thirteen week period endedSeptember 25, 2005, newsprint, ink and printing charges were 8.9percent of the Company's revenues, as compared to 8.6 percent forthe thirteen week period ended September 26, 2004. Newsprint, ink andprinting charges for the thirteen week period ended September 25, 2005increased $1.7 million, or 15.8 percent, as compared to the thirteenweek period ended September 26, 2004. This increase is principally dueto the Company's 2004 acquisitions. The Company's newsprintexpense related to the printing of the Company's newspapers(excludes newsprint used for third party commercial printing) decreased2.2 percent for the thirteen week period ended September 25, 2005 ascompared to the prior year period, on a same-store basis, reflecting adecrease in consumption partially offset by an increase in unit cost ofapproximately 6.5 percent, each on a comparable basis.

Selling, general and administrative.    Selling, generaland administrative expenses were 13.5 percent and 13.9 percent of theCompany's revenues for the thirteen week periods ended September25, 2005 and September 26, 2004, respectively. As compared to the prioryear period, selling, general and administrative expenses for thethirteen week period ended September 25, 2005 increased $1.5 million,or 9.1 percent, to $18.6 million. This increase was primarily due tothe Company's 2004 acquisitions, offset partially by savings insame-store selling, general and administrative expenses. On a

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same-store basis, selling, general andadministrative expenses for the thirteen week period ended September25, 2005 decreased $0.9 million, or 6.6 percent.

Depreciationand amortization.    Depreciation and amortization expense was3.6 percent of the Company's revenues for the thirteen weekperiod ended September 25, 2005 as compared to 3.9 percent for thethirteen week period ended September 26, 2004. Depreciation andamortization expense for the thirteen week period ended September 25,2005 increased $0.3 million, or 5.7 percent, to $5.0 million ascompared to the prior year period, primarily due to depreciation andamortization expense associated with the Company's 2004acquisitions and the Company's new Credit Agreement.

Other expenses.    Other expenses were 14.0 percent and13.9 percent of the Company's revenues for the thirteen weekperiods ended September 25, 2005 and September 26, 2004, respectively.Other expenses increased $2.1 million, or 12.5 percent, to $19.3million for the thirteen week period ended September 25, 2005, ascompared to the prior year period, principally as a result of theCompany's 2004 acquisitions. On a same-store basis, otherexpenses decreased 0.8 percent.

Operatingincome.    Operating income was $28.8 million, or 20.8 percent ofthe Company's revenues, for the thirteen week period endedSeptember 25, 2005 as compared to $25.4 million, or 20.7 percent of theCompany's revenues, for the thirteen week period ended September26, 2004.

Net interest and other expense.    Netinterest and other expense increased $4.7 million, or 88.7 percent, forthe thirteen week period ended September 25, 2005 as compared to thethirteen week period ended September 26, 2004. This increase wasprimarily due to higher interest expense, which resulted from higherprevailing interest rates and an increase in the Company'sweighted-average debt outstanding during the third quarter of 2005 ascompared to the third quarter of 2004. The increase in theweighted-average debt outstanding is a result of the Company'sAugust 2004 acquisition of 21st Century Newspapers,partially offset by the reduction in debt outstanding funded by theCompany's free cash flow.

Provision for incometaxes.    The Company reported a provision for income taxes of$7.3 million for the thirteen weeks ended September 25, 2005 ascompared to a benefit for income taxes of $47.2 million for thethirteen weeks ended September 26, 2004. The 2004 tax benefit reflectsthe reversal of previously recorded income tax accruals of $54.6million that were determined to no longer be required. Excluding the2004 accrual reversal, the Company's effective tax rate for thethirteen weeks ended September 26, 2004 would have been 39.4 percent ascompared to 38.6 percent for the thirteen weeks ended September 25,2005.

Other information.    EBITDA (which the Companydefines as net income plus net interest expense, provision for incometaxes, depreciation, amortization, and other non-cash, special ornon-recurring charges) was $33.8 million for the thirteen week periodended September 25, 2005 as compared to $30.2 million for the thirteenweek period ended September 26, 2004. Free cash flow (which the Companydefines as EBITDA minus capital expenditures, net interest expense andcash income taxes) was $15.4 million, or $0.37 per diluted share, forthe thirteen week period ended September 25, 2005, as compared to $20.3million, or $0.48 per diluted share, for the thirteen week period endedSeptember 26, 2004. See "Reconciliation of CertainNon-GAAP Financial Measures."

Thirty-Nine WeekPeriod Ended September 25, 2005 as Compared to the Thirty-Nine WeekPeriod Ended September 26, 2004

For comparison purposes,where noted, the Company's revenues are presented on a pro formabasis, which assumes that all properties currently owned were owned inboth the current and prior year periods. Certain operating expenses arepresented, where noted, on a same-store basis, which excludes theresults of the Company's acquisitions from the current and prioryear periods.

Summary.    Net income for thethirty-nine week period ended September 25, 2005 was $34.4 million, or$0.82 per diluted share, versus $91.1 million, or $2.14 per dilutedshare, for the period ended September 26, 2004. The thirty-nine weekperiod ended September 26, 2004 included the benefit of the reversal ofcertain tax accruals made in the third quarter of 2004, amounting to$54.6 million and the write-off of the remaining deferred loan costsassociated with the extinguishment of 

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the Company's refinanced creditfacility ($1.2 million). Excluding these items, comparable net incomewas $37.2 million or $0.87 per diluted share for the thirty-nine weeksended September 26, 2004.

Revenues.    For thethirty-nine week period ended September 25, 2005, the Company'srevenues increased $89.0 million, or 27.0 percent, to $418.9 million,as a result of the Company's acquisitions. Newspaper revenues forthe thirty-nine weeks ended September 25, 2005 as compared to the prioryear period increased $87.7 million, or 27.6 percent, to $405.2million. Advertising revenues for the thirty-nine week period endedSeptember 25, 2005 increased $77.0 million, or 31.0 percent, to $324.8million as compared to $247.9 million for the thirty-nine week periodended September 26, 2004. Circulation revenues for the thirty-nine weekperiod ended September 25, 2005 increased $10.7 million, or 15.4percent, as compared to the prior year period. Commercial printing andother revenues for the thirty-nine weeks ended September 25, 2005increased by $1.3 million, or 10.8 percent, to $13.8 million ascompared to the prior year period and represented 3.3 percent of theCompany's revenues for the thirty-nine weeks ended September 25,2005. Online revenues for the thirty-nine weeks ended September 25,2005 were $6.8 million, an increase of 57.6 percent as compared to theprior year period.

The following table sets forth theCompany's total advertising revenues, by category, for thethirty-nine week periods ended September 25, 2005 and September 26,2004:

|                          |  |                       |         |                |  |           |         |        |  |        |      |         |  |  |
|--------------------------|--|-----------------------|---------|----------------|--|-----------|---------|--------|--|--------|------|---------|--|--|
|                     |  | Thirty-NineWeeksEnded |         |           |
| (Dollarsin thousands)    |  | Sept. 25,2005         |         | Sept. 26, 2004 |  | %Increase |
| Local                    |  | $                     | 172,937 |           |  | $         | 133,292 |   |  |   | 29.7 | %  |
| Classified               |  |                  | 136,306 |           |  |      | 101,744 |   |  |   | 34.0 | %  |
| National                 |  |                  | 15,585  |           |  |      | 12,837  |   |  |   | 21.4 | %  |
| Totaladvertisingrevenues |  | $                     | 324,828 |           |  | $         | 247,873 |   |  |   | 31.0 | %  |
|                          |

Proforma newspaper revenues.    On a pro forma basis, totalnewspaper revenues for the thirty-nine week period ended September 25,2005 decreased $3.4 million, or 0.8 percent, to $405.2 million ascompared to the prior year period. Advertising revenues on a pro formabasis for the thirty-nine week period ended September 25, 2005decreased 0.3% compared to the prior year period. Classifiedadvertising revenues increased 1.3 percent, retail advertising revenuesdecreased 1.5 percent and national advertising decreased 1.7 percentfor the thirty-nine weeks ended September 25, 2005, each on a pro formabasis and as compared to the thirty-nine weeks ended September 26,2004. The increase in classified advertising revenues resulted from a10.0 percent increase in pro forma classified employment advertisingrevenues and a 4.0 percent increase in pro forma classified real estateadvertising revenues, partially offset by a 10.7 percent decrease inpro forma classified automotive advertising revenues. Pro formacirculation revenues declined $2.3 million, or 2.7 percent, as comparedto the thirty-nine week period ended September 26, 2004.

Salaries and employee benefits.    Salaries and employeebenefit expenses were 39.6 percent of the Company's revenues forthe thirty-nine week period ended September 25, 2005, as compared to38.4 percent for the thirty-nine week period ended September 26, 2004.Salaries and employee benefits increased $38.9 million, or 30.7percent, for the thirty-nine week period ended September 25, 2005 to$165.7 million. The increase in salaries and benefits is due to theCompany's 2004 acquisitions. On a same-store basis, salaries andemployee benefits decreased $0.5 million, or 0.5 percent, for thethirty-nine weeks ended September 25, 2005 as compared to the prioryear period.

Newsprint, ink and printingcharges.    For the thirty-nine week period ended September 25,2005, newsprint, ink and printing charges were 8.7 percent of theCompany's revenues, as compared to 8.1 percent for thethirty-nine week period ended September 26, 2004. Newsprint, ink andprinting charges for the thirty-nine week period ended September 25,2005 increased $9.6 million, or 35.7 percent, as compared to thethirty-nine week period ended September 26, 2004. This increase is dueto the Company's 2004 acquisitions. The Company's newsprintexpense increased 0.1 percent for the thirty-nine week period endedSeptember 25, 2005 as compared to the prior year period on a same-storebasis. The increase in same-store newsprint expense is due to anincrease in unit costs of approximately 8.0 percent, offset by adecline in consumption, each on a comparable basis.

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Selling, general andadministrative.    Selling, general and administrative expenseswere 14.3 percent and 13.6 percent of the Company's revenues forthe thirty-nine week periods ended September 25, 2005 and September 26,2004, respectively. As compared to the prior year period, selling,general and administrative expenses for the thirty-nine week periodended September 25, 2005 increased $15.1 million, or 33.7 percent, to$60.0 million. This increase was primarily due to the Company's2004 acquisitions and costs associated with the successful completionof the internal control assessment for fiscal year 2004, as required bySection 404 of the Sarbanes-Oxley Act of 2002("Sarbanes-Oxley 404"). On a same-storebasis, selling, general and administrative expenses for the thirty-nineweek period ended September 25, 2005 increased $0.4 million, or 1.0percent, primarily as a result of the increase in costs associated withSarbanes-Oxley 404, partially offset by reductions in certain otherselling, general and administrative expenses.

Depreciationand amortization.    Depreciation and amortization expense forthe thirty-nine week periods ended September 25, 2005 and September 26,2004 was 3.7 percent of the Company's revenues. Depreciation andamortization expense for the thirty-nine week period ended September25, 2005 increased $3.2 million, or 26.6 percent, to $15.4 million ascompared to the prior year period, primarily due to depreciation andamortization expense associated with the Company's 2004acquisitions and the Company's new Credit Agreement.

Other expenses.    Other expenses were 13.7 percent and14.1 percent of the Company's revenues for the thirty-nine weekperiod ended September 25, 2005 and the thirty-nine week period endedSeptember 26, 2004, respectively. Other expenses increased $10.9million, or 23.5 percent, to $57.3 million in the thirty-nine weekperiod ended September 25, 2005. This increase was due to theCompany's 2004 acquisitions. On a same-store basis, otherexpenses decreased $0.3 million, or 0.8 percent.

Operatingincome.    Operating income was $84.3 million, or 20.1 percent ofthe Company's revenues, for the thirty-nine week period endedSeptember 25, 2005 as compared to $73.0 million, or 22.1 percent of theCompany's revenues, for the thirty-nine week period endedSeptember 26, 2004.

Net interest and otherexpense.    Net interest and other expense increased $16.1million, or 136.7 percent, for the thirty-nine week period endedSeptember 25, 2005 as compared to the thirty-nine week period endedSeptember 26, 2004. This increase was primarily due to higher interestexpense, which resulted from higher prevailing interest rates and anincrease in the Company's weighted-average debt outstandingduring the thirty-nine weeks ended September 25, 2005 as compared tothe thirty-nine weeks ended September 26, 2004. The increase in theweighted-average debt outstanding is due to the Company's August2004 acquisition of 21st Century Newspapers, partiallyoffset by the reduction in debt outstanding funded by theCompany's free cash flow.

Provision for incometaxes.    The Company reported a provision for income taxes of$22.0 million for the thirty-nine weeks ended September 25, 2005 ascompared to a benefit for income taxes of $31.1 million for thethirty-nine weeks ended September 26, 2004. The 2004 tax benefitreflects the reversal of previously recorded income tax accruals of$54.6 million that were determined to no longer be required. Excludingthe 2004 accrual reversal, the Company's effective tax rate forthe thirty-nine weeks ended September 26, 2004 would have been 39.3percent as compared to 39.0 percent for the thirty-nine weeks endedSeptember 25, 2005.

Other information.    EBITDA (whichthe Company defines as net income plus net interest expense, provisionfor income taxes, depreciation, amortization, and other non-cash,special or non-recurring charges) was $99.6 million in the thirty-nineweek period ended September 25, 2005, as compared to $85.1 million forthe thirty-nine week period ended September 26, 2004. Free cash flow(which the Company defines as EBITDA minus capital expenditures, netinterest expense and cash income taxes) was $53.6 million, or $1.27 perdiluted share, for the thirty-nine week period ended September 25,2005, as compared to $52.2 million, $1.23 per diluted share, for thethirty-nine week period ended September 26, 2004, reflecting free cashflow from operations and the utilization of the net operating losscarry-forwards acquired in connection with the 21st Centuryacquisition. See "Reconciliation of Certain Non-GAAPFinancial Measures."

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Liquidity and Capital Resources

The Company's operations have historically generated strongpositive cash flow. The Company believes that cash flows fromoperations and the availability of funds from external sources will besufficient to fund its operating needs, capital expenditurerequirements and long-term debt obligations and will provide it withflexibility to finance its acquisition strategy, share repurchaseprogram and new cash dividend policy. The Company initiated a cashdividend policy on July 27, 2005 and declared its first quarterly cashdividend of $0.02 per share of common stock, which was paid on October3, 2005 to shareholders of record on September 7, 2005.

Cashflows from operating activities.    Net cash provided byoperating activities for the thirty-nine week period ended September25, 2005 was $67.4 million as compared to $58.2 million for thethirty-nine week period ended September 26, 2004. Current assets were$83.7 million and current liabilities were $70.4 million as ofSeptember 25, 2005, as compared to current assets of $94.0 million andcurrent liabilities of $76.9 million as of December 26, 2004. TheCompany manages its working capital through the utilization of itsRevolving Credit Facility. The outstanding balance on the RevolvingCredit Facility is classified as a long-term liability in accordancewith its terms.

Cash flows from investingactivities.    Net cash used in investing activities was $9.1million for the thirty-nine week period ended September 25, 2005. Cashused in investing activities for the thirty-nine week period endedSeptember 25, 2005 was for investments in property, plant andequipment. Net cash used in investing activities was $423.2 million forthe thirty-nine week period ended September 26, 2004, and was forinvestments in property, plant and equipment and for purchases ofbusinesses. The Company has a capital expenditure program for itsexisting operations of approximately $18 million in place for 2005,which includes: spending on technology, including prepress and businesssystems, computer hardware and software; buildings; other machinery andequipment; and vehicles. The Company believes its capital expenditureprogram is sufficient to maintain its current level and quality ofoperations. The Company reviews its capital expenditure programperiodically and modifies it as required to meet current needs.

Cash flows from financing activities.    Net cash used infinancing activities was $58.4 million for the thirty-nine week periodended September 25, 2005, primarily related to the utilization of freecash flow to repay $46.6 million of debt and capital lease obligationsand to repurchase approximately $12.4 million of the Company'scommon stock. Net cash provided by financing activities was $365.0million for the thirty-nine week period ended September 26, 2004, whichreflects proceeds of $795.0 million received from the issuance of newlong-term debt and $6.15 million of proceeds from stock optionexercises, offset partially by the utilization of $424.2 million torepay and extinguish prior long-term debt and $11.9 million infinancing costs paid on the new borrowing.

Debt and InterestRate Derivatives.    The Credit Agreement provides for (i) twosecured term loan facilities ("Term Loan A"and "Term Loan B" or collectively, the"Term Loans"), with Term Loan A having a faceamount of $275 million and Term Loan B having a face amount of $350million, and (ii) a secured revolving credit facility (the"Revolving Credit Facility") of $425 million.The Credit Agreement also provides for an uncommitted, multiple drawterm loan facility (the "IncrementalFacility") in the amount of up to $500 million, aspermitted by the administrative agent, to be repaid under conditionsprovided for in the Credit Agreement.   To date, the Company hasnot drawn down on the Incremental Facility. As of September 25, 2005,the maximum availability under the Revolving Credit Facility was $311.9million (including the impact of $6.2 million in outstanding letters ofcredit issued under the Credit Agreement), with approximately $206.0million currently available based on the terms of the CreditAgreement.

Term Loan A and Term Loan B mature on November 12,2011 and August 12, 2012, respectively, and the Revolving CreditFacility matures on November 12, 2011. The Term Loans are repayable inquarterly installments commencing in December 2006 and the availabilityof the Revolving Credit Facility is subject to certain quarterlyreductions that commence in December 2009.

The amountsoutstanding under the Credit Agreement bear interest at (i) 1.5 percentto 0.625 percent above LIBOR (as defined in the Credit Agreement) or(ii) 0.25 percent to 0 percent above 

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the higher of (a) the Prime Rate (as definedin the Credit Agreement) or (b) 0.5 percent above the Federal FundsRate (as defined in the Credit Agreement). The interest rate spreads("the applicable margins") are dependent uponthe ratio of the Company's debt to trailing four quarters CashFlow (as defined in the Credit Agreement) and are reduced or increasedas such ratio declines or increases, respectively. The estimated fairvalue of the Term Loans and Revolving Credit Facility approximatestheir carrying value.

A commitment fee is incurred on theaverage daily unused portion of the Revolving Credit Facility, payablequarterly in arrears, at a percentage that varies from 0.375 percent to0.250 percent per annum based on the quarterly calculation of theCompany's Total Leverage Ratio (as defined in the CreditAgreement). At September 25, 2005, the Company's commitment feewas 0.375 percent.

The Company's long-term debt as ofSeptember 25, 2005 and December 26, 2004 was comprised of thefollowing:

|                                             |  |                   |         |                   |  |        |         |        |  |  |
|---------------------------------------------|--|-------------------|---------|-------------------|--|--------|---------|--------|--|--|
| (Inthousands)                               |  | September 25,2005 |         | December 26, 2004 |
| Term LoanA                                  |  | $                 | 275,000 |              |  | $      | 275,000 |   |
| Term LoanB                                  |  |              | 350,000 |              |  |   | 350,000 |   |
| Revolving CreditFacility                    |  |              | 106,900 |              |  |   | 153,300 |   |
| TotalLong-TermDebt                          |  |              | 731,900 |              |  |   | 778,300 |   |
| Less:    CurrentPortion |  |              | — |              |  |   | — |   |
| TotalLong-term debt, less currentportion    |  | $                 | 731,900 |              |  | $      | 778,300 |   |
|                                             |

Theaggregate maturities payable under the Term Loans for the followingyears are as follows (inthousands):

|      |  |   |         |        |  |  |
|------|--|---|---------|--------|--|--|
| 2006 |  | $ | 7,750   |   |
| 2007 |  | $ | 34,438  |   |
| 2008 |  | $ | 48,188  |   |
| 2009 |  | $ | 61,937  |   |
| 2010 |  | $ | 71,562  |   |
| 2011 |  | $ | 69,500  |   |
| 2012 |  | $ | 331,625 |   |
|      |

TheRevolving Credit Facility is available until November 12, 2011. Initialavailability was $425 million and will be reduced by equal consecutivequarterly reductions, commencing on December 31, 2009, in an aggregateamount for each remaining twelve month period commencing on the datesset forth below, equal to the amount set forth opposite such date(in thousands):

|                  |  |   |         |        |  |  |
|------------------|--|---|---------|--------|--|--|
| December31, 2009 |  | $ | 21,250  |   |
| December 31,2010 |  | $ | 63,750  |   |
| November 12,2011 |  | $ | 340,000 |   |
|                  |

The Term Loans and RevolvingCredit Facility are secured by substantially all of the assets of theCompany and the common stock and assets of the Company'ssubsidiaries. The Term Loans and Revolving Credit Facility requirecompliance with certain covenants, including the maintenance of certainfinancial ratios, which may restrict, among other things, theCompany's ability to declare dividends, repurchase Company stock,incur additional indebtedness, create liens, sell assets, consummatemergers and make capital expenditures, investments and acquisitions. Asof September 25, 2005, the Company was in compliance with the financialcovenants contained in the Credit Agreement.

In addition, underthe terms of the Company's Credit Agreement, under certaincircumstances the Company may be required to prepay a portion of theTerm Loans and any loans under an Incremental Facility in an amountequal to (i) excess net proceeds from the sale of newspaper propertiesthat are not reinvested within at least 365 days or (ii) 50 percent ofexcess cash flow, as 

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defined in the Credit Agreement, providedthat there will be no prepayment of excess cash flow required in anyyear where the Company's Total Leverage Ratio (as defined in theCredit Agreement) is equal to or less than 5.00 to 1.

Inaccordance with the requirements of the Credit Agreement, the Companyis required to maintain certain Interest Rate Protection Agreements("IRPAs") on a portion of its debt to reducethe potential exposure of the Company's future cash flows tofluctuations in variable interest rates. The minimum requirement variesdepending on the Company's Total Leverage Ratio.

Pursuantto these requirements, the Company entered into certain IRPAs thatconsist of (i) interest rate collars("Collars") that establish a base interestrate ceiling ("Cap") and a base interest ratefloor ("Floor") and (ii) interest rate swaps("Swaps") in which the Company exchanges aportion of its floating rate debt for fixed rate debt, in each case atno initial cost to the Company.

Interest RateCollars.    Pursuant to the terms of the Collars, in the event90-day LIBOR exceeds the Cap, the Company will receive cash from theissuers to compensate for the rate in excess of the Cap. If the 90-dayLIBOR is lower than the Floor, the Company will pay cash to the issuersto compensate for the rate below the Floor. Each of the Collars is fora fixed notional amount, as set forth in the chart below. As ofSeptember 25, 2005, the aggregate notional amount of outstandingCollars in effect was $300 million.

The following tablesummarizes the Company's existing Collars and contracts forCollars that have an effective date occurring in the future, in eachcase at September 25,2005:

|                 |  |         |     |           |  |                |      |        |  |   |                       |        |  |           |  |  |  |  |
|-----------------|--|---------|-----|-----------|--|----------------|------|--------|--|---|-----------------------|--------|--|-----------|--|--|--|--|
| EffectiveDate   |  | Cap (%) |     | Floor (%) |  | NotionalAmount |      | Term   |
| August 20,2004  |  |    | 4.5 |      |  |           | 2.05 |   |  | $ | 50  million |   |  | 2years    |
| October 29,2004 |  |    | 4.5 |      |  |           | 2.08 |   |  | $ | 100 million           |   |  | 2years    |
| January 292005  |  |    | 4.5 |      |  |           | 2.38 |   |  | $ | 50 million            |   |  | 2years    |
| January 29,2005 |  |    | 4.5 |      |  |           | 2.47 |   |  | $ | 100 million           |   |  | 2years    |
| January 29,2007 |  |    | 6.0 |      |  |           | 3.39 |   |  | $ | 100 million           |   |  | 2.75years |
|                 |

Interest Rate Swaps.    Pursuant tothe terms of the Swaps, in the event 90-day LIBOR exceeds the fixedinterest rate, the Company will receive cash from the issuers tocompensate for the rate in excess of the fixed rate. If the 90-dayLIBOR is lower than the fixed rate, the Company will pay cash to theissuers to compensate for the rate below the fixed rate. As ofSeptember 25, 2005 the aggregate notional amount of existing Swaps ineffect was $260 million.

The following table summarizes theCompany's existing Swaps and executed contracts for Swaps not yeteffective, if any, in each case at September 25, 2005:

|                 |  |                |                  |                |  |                        |  |            |  |  |  |  |  |  |
|-----------------|--|----------------|------------------|----------------|--|------------------------|--|------------|--|--|--|--|--|--|
| EffectiveDate   |  | Fixed Rate (%) |                  | NotionalAmount |  | Term                   |
| December 3,2004 |  |           | 3.48   |           |  | $  50million |  | 3.0years   |
| April 1, 2005   |  |           | 4.06   |           |  | $100million            |  | 4.75 years |
| April 1,2005    |  |           | 4.085            |           |  | $112 million(1)        |  | 4.75years  |
|                 |

|  |
|--|
|  |  |  |
|  |

|  |  |                                                                                    |
|--|--|------------------------------------------------------------------------------------|
|  |  | (1)    Representsthe average of an amortizing notional amount. |

UnderFinancial Accounting Standard No. 133, Accounting for DerivativeInstruments and Hedging Activities ("SFAS133"), as amended, the fair market value of derivatives isreported as an adjustment to Other Comprehensive Income/Loss("OCI"). The IRPAs were fully effective inhedging the changes in cash flows related to the debt obligation duringthe thirteen and thirty-nine week periods ended September 25, 2005 andthe fiscal year ended December 26, 2004. The Company reported adeferred loss in OCI as of September 25, 2005 of approximately $495,000compared to a total deferred loss of approximately $26,000 at December26, 2004 (net of $3.5 million and $18,000 of deferred taxes,respectively).

Each IRPA is designated for all or a portion ofthe principal balance and term of a specific debt obligation. From timeto time, the Company may enter into additional IRPAs for nominalamounts on the outstanding debt that will, at a minimum, meet therequirements of the Credit Agreement.

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The Company's weighted-averageeffective interest rate was approximately 5.3 percent and 4.8 percentfor the thirteen and thirty-nine week periods ended September 25, 2005,respectively, and approximately 3.6 percent and 3.3 percent for thethirteen and thirty-nine week periods ended September 26, 2004,respectively.

The Company leases office space and equipmentunder non-cancelable leases. These leases contain several renewaloptions for periods up to seven years. The Company's futureminimum lease payments under non-cancelable operating leases in effectas of December 26, 2004, are as follows (inthousands):

|            |  |           |       |         |  |   |       |        |  |  |
|------------|--|-----------|-------|---------|--|---|-------|--------|--|--|
|       |  | Operating |       | Capital |
| 2005       |  | $         | 3,876 |    |  | $ | 533   |   |
| 2006       |  | $         | 2,362 |    |  | $ | 529   |   |
| 2007       |  | $         | 1,564 |    |  | $ | 526   |   |
| 2008       |  | $         | 1,185 |    |  | $ | 527   |   |
| 2009       |  | $         | 1,004 |    |  | $ | 504   |   |
| Thereafter |  | $         | 943   |    |  | $ | 3,069 |   |
|            |

Inflation

The Company's results of operations and financial conditionhave not been significantly affected by inflation. Subject to normalcompetitive conditions, the Company generally has been able to passalong rising costs through increased advertising and circulationrates.

Critical Accounting Policies and Estimates

General

The Company's discussion and analysis of itsfinancial condition and results of operations are based upon theCompany's condensed consolidated interim financial statements,which have been prepared, by the Company, without audit, in accordancewith accounting principles generally accepted in the United States. Thepreparation of these financial statements requires the Company to makeestimates and judgments that affect the reported amounts of assets,liabilities, revenues and expenses, and related disclosure ofcontingent assets and liabilities. On an on-going basis, the Companyevaluates its estimates, including those related to bad debts,inventories, investments, remaining useful lives of long-lived assets,income taxes, pensions and other post-retirement benefits, as well ascontingencies and litigation. The Company bases its estimates onhistorical experience and actuarial studies and on other assumptionsthat are believed to be reasonable and applicable under thecircumstances, the results of which form the basis for making judgmentsabout the carrying values of assets and liabilities that are notreadily apparent from other sources. Actual results may differ fromthese estimates under different assumptions or conditions. The Companybelieves the following critical accounting policies affect its moresignificant judgments and estimates used in the preparation of itscondensed consolidated financial statements.

Recently IssuedAccounting Standards

In December 2004, the FASB issued SFAS No.123 (revised 2004), Share-Based Payment ("SFAS123(R)"), which replaces SFAS No.123, Accounting forStock-Based Compensation ("SFAS 123") andsupercedes APB 25. SFAS 123(R) requires all share-based payments toemployees, including grants of employee stock options, to be recognizedin the financial statements based on their fair values. The pro formadisclosures previously permitted under SFAS 123 will no longer be analternative to financial statement recognition. In April 2005, the SECannounced a deferral of the effective date of SFAS 123(R) until thefirst interim or annual reporting period of the registrant'sfirst fiscal year beginning on or after June 15, 2005. SFAS 123(R) willbecome effective for the Company beginning in the first fiscal quarterof 2006. See "Stock-Based Compensation Costs"above in Note  4 of Notes to Condensed Consolidated FinancialStatements for the pro forma net income and pro forma net 

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income per share amounts for the thirteenand thirty-nine week periods ended September 25, 2005 and September 26,2004, which reflects the pro forma impact on the Company pursuant to afair-value-based method similar to the methods required underSFAS  123(R) to measure compensation expense for employee stockincentive awards. The Company is evaluating the requirements of SFAS123(R) and has not yet determined the method of adoption, nor has theCompany determined whether the adoption will result in amounts that aresimilar to the current pro forma disclosures under SFAS 123 provided inNote 4 referred to above.

In May 2005, the FASB issued Statementof Financial Accounting Standards No. 154, Accounting Changes andError Corrections—A Replacement of APB Opinion No. 20 and FASBStatement No. 3 ("SFAS 154").SFAS  154 requires retrospective application to priorperiods' financial statements for changes in accountingprinciple, unless it is impracticable to determine either theperiod-specific effects or the cumulative effect of the change.SFAS 154 also requires that retrospective application of a change inaccounting principle be limited to the direct effects of thechange.   Indirect effects of a change in accounting principle,such as a change in non-discretionary profit-sharing payments resultingfrom an accounting change, should be recognized in the period of theaccounting change.   SFAS 154 also requires that a change indepreciation, amortization, or depletion method for long-lived,non-financial assets be accounted for as a change in accountingestimate affected by a change in accounting principle.   SFAS 154is effective for accounting changes and corrections of errors made infiscal years beginning after December 15, 2005.   Early adoptionis permitted for accounting changes and corrections of errors made infiscal years beginning after the date SFAS No. 154 was issued. 

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consist primarily of amounts due to the Companyfrom normal business activities. The allowance for doubtful accountsrepresents reserves for the estimated loss from the inability ofcustomers to make required payments. The Company uses historicalexperience as well as current market information in determining theestimate. If the financial condition of the Company's customerswere to deteriorate, resulting in an impairment of their ability tomake payments, additional allowances may be required.

Goodwilland Other Intangible Assets

Identifiable intangible assets,such as customer lists and covenants not to compete, are amortizedusing the straight-line method over their estimated useful lives forthe years presented in the Company's consolidated financialstatements. Under SFAS No. 142, goodwill and indefinite-livedintangible assets are no longer amortized but are reviewed annually, ormore frequently if required, for impairment. This asset impairmentreview assesses the fair value of the assets based on the future cashflows the assets are expected to generate. An impairment loss isrecognized when estimated undiscounted future cash flows expected toresult from the use of the asset plus net proceeds expected from thedisposition of the asset (if any) are less than the carrying value ofthe asset. This approach uses estimates for future market growth,forecasted revenue and costs, expected periods the assets will beutilized and appropriate discount rates. Separable intangible assetsthat are not deemed to have an indefinite life will continue to beamortized over their useful lives.

Pension and Post-RetirementBenefits

Pension and post-retirement benefit costs and creditsare developed from actuarial valuations. Inherent in these valuationsare key assumptions including discount rates and expected return onplan assets. The Company considers current market conditions, includingchanges in interest rates, in selecting these assumptions. Changes inthe related pension and post-retirement benefit costs or credits mayoccur in the future as a result of fluctuations in the Company'sheadcount, changes in actuarial assumptions and market performance.

Self-Insurance

The Company is self-insured for a portion ofits insurable risks. The Company analyzes its claims experience andconsults with actuaries and administrators in determining an adequateliability for self-insured claims.

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Litigation

The Company isinvolved in litigation matters that have arisen in the ordinary courseof business. The Company believes that the outcome of these legalproceedings will not have a material adverse effect on theCompany's financial condition or results of operations.

Revenue Recognition

Revenue is earned from the sale ofadvertising, circulation and commercial printing. Advertising revenuesare recognized, net of discounts, in the period when advertising isprinted in the Company's publications or placed on theCompany's Websites. Circulation revenues are recognized whenpurchased newspapers are distributed. Amounts received from customersin advance of revenue recognition are deferred as liabilities.

Reconciliation of Certain Non-GAAP Financial Measures.

Journal Register Company believes that the use of certain non-GAAPfinancial measures enables the Company and its analysts, investors andother interested parties to evaluate the Company's results fromoperations in a more meaningful and consistent manner. Accordingly,this information has been disclosed in this report to permit a morecomplete comparative analysis of the Company's operatingperformance and capitalization relative to other companies in theindustry and to provide an analysis of operating results using certainprincipal measures used by Journal Register Company's chiefoperating decision makers to measure the operating results andperformance of the Company and its field operations. The Companybelieves the use of EBITDA is appropriate given the generallypredictable cash flow generated by the Company's operations andthe short period of time it takes to convert new orders to cash. EBITDAis also the basis of certain covenants contained in the Company'sCredit Agreement. In addition, the Company believes that free cash flowis useful as a supplemental measure of evaluating financial performancebecause it provides an alternative measure of the cash generated by theCompany after payment of expenses, including capital expenditures, andtherefore available for further investment in the business, includingacquisitions, or for other uses such as repayment of indebtedness orrepurchases of outstanding equity securities.

All EBITDA andFree cash flow figures in this report are non-GAAP financial measures.Journal Register Company defines EBITDA as net income plus net interestexpense, provision for income taxes, depreciation, amortization, andother non-cash, special or non-recurring charges. Free cash flow isdefined as EBITDA minus capital expenditures, interest and cash incometaxes.

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These non-GAAP financial measures shouldnot be considered as alternatives to GAAP measures of performance, suchas operating income or net income. In addition, Journal RegisterCompany's calculations of these measures may or may not beconsistent with the calculations of these measures by other companies.The table below provides reconciliations of the differences between (i)net income and EBITDA and (ii) net income and free cash flow, in eachcase for the thirteen and thirty-nine week periods ended September 25,2005 and September 26,2004.

|                                                                    |  |                     |         |                        |  |               |         |                |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------------------------------|--|---------------------|---------|------------------------|--|---------------|---------|----------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                               |  | Thirteenweeks ended |         | Thirty-Nine weeksended |
| (In thousands, exceptper share amounts)                            |  | Sept. 25,2005       |         | Sept. 26, 2004         |  | Sept. 25,2005 |         | Sept. 26, 2004 |
| Netincome                                                          |  | $                   | 11,524  |                   |  | $             | 66,088  |           |  | $      | 34,395  |    |  | $      | 91,095  |    |
| Add:    Provisionfor incometaxes               |  |                | 7,251   |                   |  |          | (47,194 | )         |  |   | 22,022  |    |  |   | (31,083 | )  |
| Add:    Losson write-off of debt issuancecosts |  |                | — |                   |  |          | 1,211   |           |  |   | — |    |  |   | 1,211   |    |
| Add:    Netinterest expense andother           |  |                | 10,015  |                   |  |          | 5,307   |           |  |   | 27,858  |    |  |   | 11,770  |    |
| Operatingincome                                                    |  |                | 28,790  |                   |  |          | 25,412  |           |  |   | 84,275  |    |  |   | 72,993  |    |
| Add:    Depreciationandamortization            |  |                | 5,015   |                   |  |          | 4,745   |           |  |   | 15,367  |    |  |   | 12,134  |    |
| EBITDA                                                             |  |                | 33,805  |                   |  |          | 30,157  |           |  |   | 99,642  |    |  |   | 85,127  |    |
| Less:    Capitalexpenditures                   |  |                | (4,856  | )                 |  |          | (3,356  | )         |  |   | (9,720  | )  |  |   | (8,426  | )  |
| Less:    Interestexpense                       |  |                | (10,015 | )                 |  |          | (5,234  | )         |  |   | (27,858 | )  |  |   | (11,631 | )  |
| Less:    Cashincome taxes(1)                   |  |                | (3,570  | )                 |  |          | (1,282  | )         |  |   | (8,463  | )  |  |   | (12,836 | )  |
| Freecashflow                                                       |  | $                   | 15,364  |                   |  | $             | 20,285  |           |  | $      | 53,601  |    |  | $      | 52,234  |    |
| Freecash flow, per dilutedshare                                    |  | $                   | 0.37    |                   |  | $             | 0.48    |           |  | $      | 1.27    |    |  | $      | 1.23    |    |
| Netincome, asreported                                              |  | $                   | 11,524  |                   |  | $             | 66,088  |           |  | $      | 34,395  |    |  | $      | 91,095  |    |
| Less:    SpecialItems(2)                       |  |                | — |                   |  |          | (53,914 | )         |  |   | — |    |  |   | (53,914 | )  |
| AdjustedNet Income(2)                                              |  | $                   | 11,524  |                   |  | $             | 12,174  |           |  | $      | 34,395  |    |  | $      | 37,181  |    |
| AdjustedNet Income Per DilutedShare                                |  | $                   | 0.28    |                   |  | $             | 0.29    |           |  | $      | 0.82    |    |  | $      | 0.87    |    |
|                                                                    |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Cashincome taxes represent the application of the Company's expectedcurrent year effective income tax rate to the income before provisionfor income taxes for each period presented, without regard to theactual timing of such payment, reduced by the benefit of theanticipated utilization of available net operating losscarry-forwards. |

|     |                                                                                                                                                                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Adjusted netincome excludes the net effect of (i) the reversal of certain taxaccruals in the third quarter of 2004 ($54.6 million) and (ii) aspecial charge of approximately $1.2 million ($0.7 million net of taxeffect) in the third quarter of 2004 related to the extinguishment ofthe Company's refinanced credit facility. |

CautionaryNote Regarding Forward-Looking Statements

This report containsforward-looking information about Journal Register Company that isintended to be covered by the safe harbor for forward-lookingstatements provided by the Private Securities Litigation Reform Act of1995. Forward-looking statements are statements that are not historicalfacts. These statements can be identified by the use of forward-lookingterminology such as "believe,""expect," "may,""will," "should,""project," "plan,""seek," "intend,"or "anticipate" or the negative thereof orcomparable terminology, and include discussions of strategy, financialprojections and estimates and their underlying assumptions, andstatements about the future performance, operations, products andservices of the Company. These forward-looking statements involve anumber of risks and uncertainties, which could cause actual results todiffer materially. These risks and uncertainties include, but are notlimited to, the success of the Company's acquisition strategy,including the acquisition of 21st Century Newspapers, dispositions, theability of the Company to achieve cost reductions and integrateacquisitions, including the acquisition of 21stCentury Newspapers,competitive pressures, general or regional economic conditions andadvertising trends, the unavailability or a material increase in theprice of newsprint and increases in interest rates. These andadditional risk factors are outlined in the Company's most recentAnnual Report on Form 10-K filed with the Securities and ExchangeCommission. The Company undertakes 

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no obligation to publicly update anyforward-looking statement, whether as a result of new information,future events, or otherwise.

|              |                                                           |
|--------------|-----------------------------------------------------------|
| Item3.  | Quantitative and Qualitative DisclosuresAbout Market Risk |

The Company is exposed to market riskarising from changes in interest rates associated with its long-termdebt obligations. The Company's long-term debt is at variableinterest rates based on the LIBOR, the Prime Rate or Federal FundsRate, plus a certain interest rate spread as defined in the CreditAgreement. To manage its exposure to fluctuations in interest rates asrequired by its Credit Agreement, the Company enters into certain IRPAson a portion of its debt, which reduces the effect of changes invariable interest rates. The Company's objective with respect tothese agreements is for hedging activities and not for trading orspeculative activity.

At September 25, 2005, the Company hadCollars in place with respect to an aggregate notional amount of $300million of the Company's outstanding indebtedness and Swaps withrespect to an aggregate notional amount of $260 million of theCompany's outstanding indebtedness. In addition, the Company hadcontracts for Collars and Swaps that have effective dates occurring inthe future with respect to additional notional amounts. See Note 6 ofNotes to Condensed Consolidated Financial Statements. There was noinitial cost associated with the Company's existing Collar orSwap arrangements. Assuming a 10 percent increase or reduction invariable interest rates, the annual impact on the Company'spre-tax earnings would be approximately $ 2.9 million.

Newsprint, which is the principal raw material for theCompany's newspapers, is a commodity and is exposed to pricechanges. The Company seeks to manage the effects of increases in theprice of newsprint through a combination of, among other things,technology improvements, including reductions in page size, inventorymanagement, advertising and circulation price increases.

|              |                         |
|--------------|-------------------------|
| Item4.  | Controls and Procedures |

TheCompany carried out an evaluation, under the supervision and with theparticipation of the Company's management, including theCompany's Chief Executive Officer (the "PrincipalExecutive Officer") and the Company's President andChief Operating Officer and (the "Principal FinancialOfficer"), of the effectiveness of the design andoperation of the Company's disclosure controls and procedures asof the end of the period covered by this report. Based upon thatevaluation, the Principal Executive Officer and the Principal FinancialOfficer concluded that the Company's disclosure controls andprocedures are effective in alerting them in a timely manner tomaterial information relating to the Company (including itsconsolidated subsidiaries) required to be included in theCompany's periodic filings with the SEC.

TheCompany's disclosure controls and procedures are designed toensure that information required to be disclosed by the Company in thereports that the Company files or submits under the Securities ExchangeAct of 1934 is recorded, processed, summarized and reported within thetime periods specified in the SEC's rules and forms. Disclosurecontrols and procedures include, without limitation, controls andprocedures designed to ensure that information required to be disclosedby the Company in the reports that it files under the Exchange Act isaccumulated and communicated to the Company's management,including the Principal Executive Officer and the Principal FinancialOfficer, as appropriate to allow timely decisions regarding requireddisclosure.

During fiscal year 2004, the Company commenced thedeployment of a new suite of software applications in a shared servicesenvironment. The new suite of applications will include: (i) financialapplications, including accounts payable, general ledger, fixed assets,and consolidation and reporting; (ii) circulation managementapplications; and (iii) advertising management applications. Once fullydeployed, the new software, together with the change to a sharedservices business model, is intended to further enhance theCompany's internal and disclosure controls and its operatingefficiencies. As of September 25, 2005, the implementation of thefinancial applications was in process and deployment of the advertisingand circulation management applications began in the third quarter of2005. The implementation of the financial applications has involvedchanges in systems that included internal 

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controls, and accordingly, these changeshave required changes to the Company's system of internalcontrols. The Company has reviewed each system as it is beingimplemented and the controls affected by the implementation of the newsystems and made appropriate changes to affected internal controls asthe new systems were implemented. The Company believes that thecontrols as modified are appropriate and functioning effectively.

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PARTII.    OTHER INFORMATION

Item 5.    Other Information

On October 27, 2005, the Compensation Committee and the Board ofDirectors approved the acceleration of vesting of all unvestedoutstanding stock options to October 27, 2005. In total, the vesting of1,445,960 outstanding stock options have been accelerated. These stockoptions were awarded under the Company's 1997 Stock IncentivePlan (Amended and Restated). All other terms and conditions of suchoutstanding stock options remain applicable. The Company'sclosing stock price on October 27, 2005 was $15.68. The acceleration ofthe vesting of the stock options will have the effect of reducing proforma earnings in the current fourth quarter by approximately $2.9million or $0.07 per diluted share. The acceleration of the vestingwill reduce the expense the Company would otherwise be required torecord in 2006 and beyond when the new accounting rule for stockoptions becomes effective. For additional information regarding theCompany's outstanding stock options, reference is made to Note4-Stock Based Compensation Costs to Condensed ConsolidatedFinancial Statements.

Item 6.    Exhibits

|            |  |                                                                                                                                                                                                                                              |  |  |  |  |
|------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description                                                                                                                                                                                                                                  |
| 3.1        |  | Amendedand Restated Certificate ofIncorporation.                                                                                                                                                                                             |
| 3.2        |  | Amended and RestatedBy-laws.                                                                                                                                                                                                                 |
| 4.1        |  | Company Common StockCertificate (filed as Exhibit 4.1 the Company's RegistrationStatement on Form S-1, Registration No. 333-23425, and incorporatedherein by reference).                                                                     |
| 4.2        |  | Rights Agreementdated as of July 17, 2001 between the Company and the Bank of New York,as Rights Agent (filed as Exhibit 4.1 to the Company's Report onForm 8-K dated July 18, 2001, File No. 1-12955, and incorporated hereinby reference). |
| 31.1       |  | Certification ofPrincipal Executive Officer, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of2002.                                                                                                                             |
| 31.2       |  | Certification of PrincipalFinancial Officer, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                            |
| 32         |  | Certificationof Principal Executive Officer and Principal Financial Officer,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of2002.                                                          |
|            |

29

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SIGNATURE

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

|                       |  |                                                                                                                                                                                                                                                                                                                           |  |        |  |  |  |  |  |  |
|-----------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| Date:November 2, 2005 |  | JOURNAL REGISTERCOMPANY                                                                                                                                                                                                                                                                                                   |  |   |
|                  |  | By:  /s/ Jean B.Clifton                                                                                                     |  |   |
|                  |  |         JeanB. Clifton         President and ChiefOperating Officer        (Also signing onbehalf of the registrant        as principalfinancial officer) |  |   |
|                       |

30

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EXHIBITINDEX

|            |  |                                                                                                                                                                                                                                              |  |  |  |  |
|------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description                                                                                                                                                                                                                                  |
| 3.1        |  | Amendedand Restated Certificate ofIncorporation.                                                                                                                                                                                             |
| 3.2        |  | Amended and RestatedBy-laws.                                                                                                                                                                                                                 |
| 4.1        |  | Company Common StockCertificate (filed as Exhibit 4.1 the Company's RegistrationStatement on Form S-1, Registration No. 333-23425, and incorporatedherein by reference).                                                                     |
| 4.2        |  | Rights Agreementdated as of July 17, 2001 between the Company and the Bank of New York,as Rights Agent (filed as Exhibit 4.1 to the Company's Report onForm 8-K dated July 18, 2001, File No. 1-12955, and incorporated hereinby reference). |
| 31.1       |  | Certification ofPrincipal Executive Officer, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of2002.                                                                                                                             |
| 31.2       |  | Certification of PrincipalFinancial Officer, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                            |
| 32         |  | Certificationof Principal Executive Officer and Principal Financial Officer,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of2002.                                                          |
|            |

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