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UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

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FORM10-Q

(Mark One)

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934. |

For the quarterly period ended September24,2006

OR

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

For the transition period from                 to                    

Commission FileNumber: 1-12955

Journal RegisterCompany

(Exact Name of Registrant asSpecified in itsCharter)

|                                                                     |  |  |                                              |
|---------------------------------------------------------------------|--|--|----------------------------------------------|
| Delaware(Stateor Other Jurisdiction ofIncorporation orOrganization) |  |  | 22-3498615(I.R.S. EmployerIdentificationNo.) |
| 790Township Line Road, Suite 300, Yardley,PA                        |  |  | 19067                                        |
| (Addressof Principal ExecutiveOffices)                              |  |  | (ZipCode)                                    |
|                                                                     |

(215)504-4200

(Registrant’s TelephoneNumber, Including AreaCode)

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|--|
|  |  |  |  |
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50 West StateStreet, Trenton, New Jersey08608-1298

(Former Address of PrincipleExecutive Offices)

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 a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of‘‘accelerated filer’’ and‘‘large accelerated filer’’ in Rule 12b-2of the Exchange Act.

            Large accelerated filer        Accelerated filer        Non-accelerated filer 

Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes     No 

Indicate the number of shares outstanding of each of theissuer’s classes of common stock, as of the latest practicabledate: common stock, $.01 par value per share, 39,120,032 sharesoutstanding (exclusive of treasury shares) as of October27,  2006.

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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       |
|                              |  |  | Condensed ConsolidatedStatements of Cash Flows                                            |  |  | 3       |
|                              |  |  | Notes toCondensed Consolidated FinancialStatements                                        |  |  | 4       |
| Item2.                            |  |  | Management’s Discussion and Analysis of FinancialCondition and Results ofOperations |  |  | 16      |
| Item3.                            |  |  | Quantitative and Qualitative Disclosures About MarketRisk                                 |  |  | 27      |
| Item 4.                           |  |  | Controls andProcedures                                                                    |  |  | 27      |
| PARTII.                           |  |  | OTHERINFORMATION                                                                          |  |  |    |
| Item1A                            |  |  | Risk Factors                                                                              |  |  | 28      |
| Item2.                            |  |  | Unregistered Sales of Equity Securities and Use ofProceeds                                |  |  | 28      |
| Item6.                            |  |  | Exhibits                                                                                  |  |  | 30      |
| Signature                         |  |  | 31                                                                                        |
| Exhibit10.1                       |  |  | Excess Deferred Compensation Plan, as amendedand restated on October  30,2006             |  |  |    |
| Exhibit 31.1                      |  |  | Certification of Chairman and Chief ExecutiveOfficer                                      |  |  |    |
| Exhibit 31.2                      |  |  | Certification of Chief FinancialOfficer                                                   |  |  |    |
| Exhibit32     |  |  | Certificationsrequired under Section 906 of the Sarbanes-Oxley Actof2002                  |  |  |    |
|                                   |

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Table of Contents

PARTI. FINANCIAL INFORMATION

Item 1.    FinancialStatements

JOURNAL REGISTER COMPANYCONDENSEDCONSOLIDATED BALANCESHEETS(Unaudited)

|                                                                                                                                                                                                              |  |  |              |   |           |             |  |  |  |   |           |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--------------|---|-----------|-------------|--|--|--|---|-----------|---|
| Inthousands, except for sharedata                                                                                                                                                                            |  |  | September24, |   |           | December25, |
| Asof:                                                                                                                                                                                                        |  |  | 2006         |   |           | 2005        |
| ASSETS:                                                                                                                                                                                                      |  |  |              |   |      |             |  |  |  |   |      |   |
| Currentassets:                                                                                                                                                                                               |  |  |              |   |      |             |  |  |  |   |      |   |
| Cash and cashequivalents                                                                                                                                                                                     |  |  |              | $ | 3,979     |             |  |  |  | $ | 2,410     |   |
| Accountsreceivable, less allowance for doubtful accounts of $7,650 and $7,937,respectively                                                                                                                   |  |  |              |   | 58,572    |             |  |  |  |   | 61,203    |   |
| Inventories                                                                                                                                                                                                  |  |  |              |   | 8,938     |             |  |  |  |   | 8,736     |   |
| Deferredincometaxes                                                                                                                                                                                          |  |  |              |   | 10,431    |             |  |  |  |   | 10,588    |   |
| Othercurrentassets                                                                                                                                                                                           |  |  |              |   | 7,576     |             |  |  |  |   | 7,375     |   |
| Totalcurrentassets                                                                                                                                                                                           |  |  |              |   | 89,496    |             |  |  |  |   | 90,312    |   |
| Property,plant andequipment:                                                                                                                                                                                 |  |  |              |   |      |             |  |  |  |   |      |   |
| Land                                                                                                                                                                                                         |  |  |              |   | 14,143    |             |  |  |  |   | 14,386    |   |
| Buildingsandimprovements                                                                                                                                                                                     |  |  |              |   | 103,494   |             |  |  |  |   | 97,800    |   |
| Machineryandequipment                                                                                                                                                                                        |  |  |              |   | 196,328   |             |  |  |  |   | 187,195   |   |
| Constructioninprogress                                                                                                                                                                                       |  |  |              |   | 9,615     |             |  |  |  |   | 6,731     |   |
| Totalproperty, plant andequipment                                                                                                                                                                            |  |  |              |   | 323,580   |             |  |  |  |   | 306,112   |   |
| Lessaccumulateddepreciation                                                                                                                                                                                  |  |  |              |   | (161,006  | )           |  |  |  |   | (150,225  | ) |
| Netproperty, plant andequipment                                                                                                                                                                              |  |  |              |   | 162,574   |             |  |  |  |   | 155,887   |   |
| Intangibleand otherassets:                                                                                                                                                                                   |  |  |              |   |      |             |  |  |  |   |      |   |
| Goodwill                                                                                                                                                                                                     |  |  |              |   | 782,528   |             |  |  |  |   | 779,581   |   |
| Otherintangible assets, net of accumulated amortization of $11,966 and$11,936,respectively                                                                                                                   |  |  |              |   | 146,230   |             |  |  |  |   | 151,553   |   |
| Fairmarket value ofhedges                                                                                                                                                                                    |  |  |              |   | 6,023     |             |  |  |  |   | 7,189     |   |
| Otherassets                                                                                                                                                                                                  |  |  |              |   | 3,446     |             |  |  |  |   | 3,367     |   |
| Totalassets                                                                                                                                                                                                  |  |  |              | $ | 1,190,297 |             |  |  |  | $ | 1,187,889 |   |
| LIABILITIESAND STOCKHOLDERS’EQUITY:                                                                                                                                                                    |  |  |              |   |      |             |  |  |  |   |      |   |
| Currentliabilities:                                                                                                                                                                                          |  |  |              |   |      |             |  |  |  |   |      |   |
| Dividendspayable                                                                                                                                                                                             |  |  |              | $ | 798       |             |  |  |  | $ | 809       |   |
| Currentmaturities of seniordebt                                                                                                                                                                              |  |  |              |   | 30,000    |             |  |  |  |   | 7,500     |   |
| Accountspayable                                                                                                                                                                                              |  |  |              |   | 19,187    |             |  |  |  |   | 19,369    |   |
| Accruedinterest                                                                                                                                                                                              |  |  |              |   | 7,003     |             |  |  |  |   | 6,603     |   |
| Deferredsubscriptionrevenue                                                                                                                                                                                  |  |  |              |   | 14,622    |             |  |  |  |   | 14,664    |   |
| Accruedsalaries andvacation                                                                                                                                                                                  |  |  |              |   | 10,428    |             |  |  |  |   | 10,704    |   |
| Otheraccrued expenses and currentliabilities                                                                                                                                                                 |  |  |              |   | 22,101    |             |  |  |  |   | 20,876    |   |
| Totalcurrentliabilities                                                                                                                                                                                      |  |  |              |   | 104,139   |             |  |  |  |   | 80,525    |   |
| Seniordebt                                                                                                                                                                                                   |  |  |              |   | 707,200   |             |  |  |  |   | 740,700   |   |
| Capital leaseobligations, net of currentmaturities                                                                                                                                                           |  |  |              |   | 3,387     |             |  |  |  |   | 3,628     |   |
| Deferredincome taxes                                                                                                                                                                                         |  |  |              |   | 112,931   |             |  |  |  |   | 103,127   |   |
| Accruedretiree benefits and otherliabilities                                                                                                                                                                 |  |  |              |   | 21,870    |             |  |  |  |   | 20,259    |   |
| Incometaxespayable                                                                                                                                                                                           |  |  |              |   | 17,713    |             |  |  |  |   | 17,608    |   |
| Commitmentsandcontingencies                                                                                                                                                                                  |  |  |              |   |      |             |  |  |  |   |      |   |
| Stockholders’equity:                                                                                                                                                                                   |  |  |              |   |      |             |  |  |  |   |      |   |
| Preferredstock, $.01 par value per share, 1,000,000 sharesauthorized,  none issued and outstanding atSeptember  24,  2006 and December  25,2005                                                    |  |  |              |   | —   |             |  |  |  |   | —   |   |
| Commonstock, $.01 par value per share, 300,000,000 shares authorized,48,437,581 issued and 39,116,036 outstanding at September24,  2006 and 48,437,581 issued and 40,385,525 outstanding atDecember  25,2005 |  |  |              |   | 484       |             |  |  |  |   | 484       |   |
| Additionalpaid-incapital                                                                                                                                                                                     |  |  |              |   | 362,129   |             |  |  |  |   | 361,421   |   |
| Retainedearnings (accumulated deficit)                                                                                                                                                                       |  |  |              |   | 10,745    |             |  |  |  |   | (5,680    | ) |
|                                                                                                                                                                                                         |  |  |              |   | 373,358   |             |  |  |  |   | 356,225   |   |
| Lesstreasury stockShares                                                                                                                                                                                     |  |  |              |   |      |             |  |  |  |   |      |   |
| 9,321,545 shares and8,052,056 shares, respectively, atcost                                                                                                                                                   |  |  |              |   | (137,386  | )           |  |  |  |   | (121,953  | ) |
| Accumulatedother comprehensive loss, net of tax                                                                                                                                                              |  |  |              |   | (12,915   | )           |  |  |  |   | (12,230   | ) |
| Stockholders’equity                                                                                                                                                                                    |  |  |              |   | 223,057   |             |  |  |  |   | 222,042   |   |
| Totalliabilities and stockholders’equity                                                                                                                                                               |  |  |              | $ | 1,190,297 |             |  |  |  | $ | 1,187,889 |   |
|                                                                                                                                                                                                              |

Seeaccomanying notes to condensed consolidated financialstatements.

1

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Table of Contents

JOURNAL REGISTERCOMPANYCONDENSED CONSOLIDATED STATEMENTS OFINCOME(Unaudited)

|                                                      |  |  |                     |   |         |                        |  |  |               |   |         |                 |  |  |  |   |         |   |  |  |  |   |         |   |
|------------------------------------------------------|--|--|---------------------|---|---------|------------------------|--|--|---------------|---|---------|-----------------|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                                 |  |  | Thirteenweeks ended |   |         | Thirty-nine weeksended |
| Inthousands, except per share dataFiscal periodended |  |  | Sept. 24, 2006      |   |         | Sept. 25,2005(1)       |  |  | Sept. 24,2006 |   |         | Sept.25,2005(1) |
| Revenues:                                            |  |  |                     |   |    |                        |  |  |               |   |    |                 |  |  |  |   |    |   |  |  |  |   |    |   |
| Advertising                                          |  |  |                     | $ | 102,403 |                        |  |  |               | $ | 107,577 |                 |  |  |  | $ | 314,244 |   |  |  |  | $ | 324,828 |   |
| Circulation                                          |  |  |                     |   | 24,822  |                        |  |  |               |   | 25,488  |                 |  |  |  |   | 75,114  |   |  |  |  |   | 77,177  |   |
| Newspaperrevenues                                    |  |  |                     |   | 127,225 |                        |  |  |               |   | 133,065 |                 |  |  |  |   | 389,358 |   |  |  |  |   | 402,005 |   |
| Commercialprinting and other                         |  |  |                     |   | 4,503   |                        |  |  |               |   | 4,280   |                 |  |  |  |   | 14,125  |   |  |  |  |   | 13,751  |   |
| Totalrevenues                                        |  |  |                     |   | 131,728 |                        |  |  |               |   | 137,345 |                 |  |  |  |   | 403,483 |   |  |  |  |   | 415,756 |   |
| Operatingexpenses:                                   |  |  |                     |   |    |                        |  |  |               |   |    |                 |  |  |  |   |    |   |  |  |  |   |    |   |
| Salariesand employeebenefits                         |  |  |                     |   | 53,175  |                        |  |  |               |   | 54,263  |                 |  |  |  |   | 166,902 |   |  |  |  |   | 165,661 |   |
| Newsprint,ink and printing charges                   |  |  |                     |   | 12,896  |                        |  |  |               |   | 12,259  |                 |  |  |  |   | 38,397  |   |  |  |  |   | 36,388  |   |
| Selling,general andadministrative                    |  |  |                     |   | 19,038  |                        |  |  |               |   | 18,647  |                 |  |  |  |   | 59,181  |   |  |  |  |   | 59,957  |   |
| Depreciationandamortization                          |  |  |                     |   | 4,769   |                        |  |  |               |   | 4,685   |                 |  |  |  |   | 14,191  |   |  |  |  |   | 14,293  |   |
| Other                                                |  |  |                     |   | 18,702  |                        |  |  |               |   | 18,371  |                 |  |  |  |   | 55,119  |   |  |  |  |   | 54,107  |   |
| Totaloperatingexpenses                               |  |  |                     |   | 108,580 |                        |  |  |               |   | 108,225 |                 |  |  |  |   | 333,790 |   |  |  |  |   | 330,406 |   |
| Operatingincome                                      |  |  |                     |   | 23,148  |                        |  |  |               |   | 29,120  |                 |  |  |  |   | 69,693  |   |  |  |  |   | 85,350  |   |
| Netinterest expense andother                         |  |  |                     |   | (11,291 | )                      |  |  |               |   | (10,345 | )               |  |  |  |   | (33,172 | ) |  |  |  |   | (28,933 | ) |
| Write-offof debt issuancecosts                       |  |  |                     |   | — |                        |  |  |               |   | — |                 |  |  |  |   | (5,662  | ) |  |  |  |   | — |   |
| Incomebefore provision for income taxes              |  |  |                     |   | 11,857  |                        |  |  |               |   | 18,775  |                 |  |  |  |   | 30,859  |   |  |  |  |   | 56,417  |   |
| Provisionfor income taxes                            |  |  |                     |   | 4,587   |                        |  |  |               |   | 7,251   |                 |  |  |  |   | 12,046  |   |  |  |  |   | 22,022  |   |
| Netincome                                            |  |  |                     | $ | 7,270   |                        |  |  |               | $ | 11,524  |                 |  |  |  | $ | 18,813  |   |  |  |  | $ | 34,395  |   |
| Netincome per commonshare:                           |  |  |                     |   |    |                        |  |  |               |   |    |                 |  |  |  |   |    |   |  |  |  |   |    |   |
| Basic                                                |  |  |                     | $ | 0.19    |                        |  |  |               | $ | 0.28    |                 |  |  |  | $ | 0.47    |   |  |  |  | $ | 0.83    |   |
| Diluted                                              |  |  |                     | $ | 0.19    |                        |  |  |               | $ | 0.28    |                 |  |  |  | $ | 0.47    |   |  |  |  | $ | 0.82    |   |
| Dividendsdeclared per commonshare                    |  |  |                     | $ | 0.02    |                        |  |  |               | $ | 0.02    |                 |  |  |  | $ | 0.06    |   |  |  |  | $ | 0.02    |   |
| Weighted-averagesharesoutstanding:                   |  |  |                     |   |    |                        |  |  |               |   |    |                 |  |  |  |   |    |   |  |  |  |   |    |   |
| Basic                                                |  |  |                     |   | 39,150  |                        |  |  |               |   | 41,319  |                 |  |  |  |   | 39,608  |   |  |  |  |   | 41,685  |   |
| Diluted                                              |  |  |                     |   | 39,188  |                        |  |  |               |   | 41,809  |                 |  |  |  |   | 39,636  |   |  |  |  |   | 42,048  |   |
|                                                      |

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|     |                                                                            |
|-----|----------------------------------------------------------------------------|
| (1) | Containsreclassifications in order to conform to current yearpresentation. |

See accompanying notes tocondensed consolidated financial statements.

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Table of Contents

JOURNAL REGISTERCOMPANYCONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS(Unaudited)

|                                                                                 |  |  |                        |   |          |                      |  |  |  |   |         |   |
|---------------------------------------------------------------------------------|--|--|------------------------|---|----------|----------------------|--|--|--|---|---------|---|
| Inthousands                                                                     |  |  | Thirty-nineweeks ended |
| Fiscalperiod ended                                                              |  |  | September 24, 2006     |   |          | September 25,2005(1) |
| Cash flows fromoperating activities:                                            |  |  |                        |   |     |                      |  |  |  |   |    |   |
| Netincome                                                                       |  |  |                        | $ | 18,813   |                      |  |  |  | $ | 34,395  |   |
| Adjustmentsto reconcile net income to net cash provided by operatingactivities: |  |  |                        |   |     |                      |  |  |  |   |    |   |
| Provision for losseson accountsreceivable                                       |  |  |                        |   | 2,578    |                      |  |  |  |   | 3,191   |   |
| Depreciationandamortization                                                     |  |  |                        |   | 14,191   |                      |  |  |  |   | 14,293  |   |
| Write-offof debt issuancecosts                                                  |  |  |                        |   | 5,662    |                      |  |  |  |   | — |   |
| Loss ondisposal of fixedassets                                                  |  |  |                        |   | 352      |                      |  |  |  |   | — |   |
| Non-cashinterest expense                                                        |  |  |                        |   | 754      |                      |  |  |  |   | 1,074   |   |
| Non-cashstock compensationexpense                                               |  |  |                        |   | 708      |                      |  |  |  |   | 573     |   |
| Decrease in deferredincome taxes                                                |  |  |                        |   | 9,961    |                      |  |  |  |   | 13,794  |   |
| Decreasein accountsreceivable                                                   |  |  |                        |   | 53       |                      |  |  |  |   | 2,188   |   |
| Increase inaccountspayable                                                      |  |  |                        |   | (166     | )                    |  |  |  |   | (1,533  | ) |
| Other,net                                                                       |  |  |                        |   | 3,084    |                      |  |  |  |   | (973    | ) |
| Netcash provided by operatingactivities                                         |  |  |                        |   | 55,990   |                      |  |  |  |   | 67,002  |   |
| Cashflows from investingactivities:                                             |  |  |                        |   |     |                      |  |  |  |   |    |   |
| Purchase ofproperty, plant andequipment                                         |  |  |                        |   | (20,027  | )                    |  |  |  |   | (8,854  | ) |
| Purchasesof business, net of cashacquired                                       |  |  |                        |   | (2,942   | )                    |  |  |  |   | — |   |
| Netcash used in investingactivities                                             |  |  |                        |   | (22,969  | )                    |  |  |  |   | (8,854  | ) |
| Cashflows from financingactivities:                                             |  |  |                        |   |     |                      |  |  |  |   |    |   |
| Proceeds fromissuance of long-termdebt                                          |  |  |                        |   | 755,500  |                      |  |  |  |   | — |   |
| Extinguishmentof prior long-termdebt                                            |  |  |                        |   | (755,500 | )                    |  |  |  |   | — |   |
| Debtissuance fees                                                               |  |  |                        |   | (2,381   | )                    |  |  |  |   | — |   |
| Netrepayments of long-term debt and capital leaseobligations                    |  |  |                        |   | (11,234  | )                    |  |  |  |   | (46,576 | ) |
| Dividendspaid                                                                   |  |  |                        |   | (2,404   | )                    |  |  |  |   | — |   |
| Exercise ofstock options for commonstock                                        |  |  |                        |   | —  |                      |  |  |  |   | 445     |   |
| Purchase ofCompanystock                                                         |  |  |                        |   | (15,433  | )                    |  |  |  |   | (12,437 | ) |
| Netcash used in financingactivities                                             |  |  |                        |   | (31,452  | )                    |  |  |  |   | (58,568 | ) |
| Increase(decrease) in cash and cashequivalents                                  |  |  |                        |   | 1,569    |                      |  |  |  |   | (420    | ) |
| Cash andcash equivalents, beginning ofperiod                                    |  |  |                        |   | 2,410    |                      |  |  |  |   | 2,003   |   |
| Cashand cash equivalents, end ofperiod                                          |  |  |                        | $ | 3,979    |                      |  |  |  | $ | 1,583   |   |
| Supplementaldisclosures of cash flowinformation:                                |  |  |                        |   |     |                      |  |  |  |   |    |   |
| Cashpaid during the periodfor:                                                  |  |  |                        |   |     |                      |  |  |  |   |    |   |
| Interest                                                                        |  |  |                        | $ | 32,222   |                      |  |  |  | $ | 24,494  |   |
| Incometaxes                                                                     |  |  |                        | $ | 3,671    |                      |  |  |  | $ | 7,739   |   |
| Supplementaldisclosures of non-cashactivities:                                  |  |  |                        |   |     |                      |  |  |  |   |    |   |
| Comprehensive(loss) income – mark-to-market hedge adjustments, net oftax  |  |  |                        | $ | (685     | )                    |  |  |  | $ | 2,453   |   |
|                                                                                 |

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|--|
|  |  |
|  |

|     |                                                                            |
|-----|----------------------------------------------------------------------------|
| (1) | Containsreclassifications in order to conform to current yearpresentation. |

See accompanying notes tocondensed consolidated financialstatements.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

1.    Organizationand Basis of Presentation

The accompanying condensedconsolidated financial statements include Journal Register Company andall of its wholly-owned subsidiaries (the‘‘Company’’). The Company publishes dailyand non-daily newspapers in print and online serving markets in theGreater Philadelphia area, Michigan, Connecticut, the Greater Clevelandarea, Southeast New England, and the Capital-Saratoga and Mid-Hudsonregions of New York. The Company owns and manages commercial printingoperations in Connecticut and Pennsylvania. The Company also ownsJobsInTheUS, a network of premier employment Web sites in theNortheast. The Company was incorporated on March  11,  1997and became a publicly traded company in May of 1997.

The Companyoperates on a 52/53 week fiscal year generally ending on the Sundayclosest to the end of the calendar year. Each quarter is 13/14 weeks,also generally ending on the Sunday closest to the end of the calendarquarter.

The condensed consolidated interim financial statementsincluded herein have been prepared by the Company, without audit, inaccordance with accounting principles generally accepted in the UnitedStates (‘‘GAAP’’) and pursuant to the rulesand regulations of the Securities and Exchange Commission. Thecondensed consolidated interim financial statements do not include allof the information and footnote disclosure required by GAAP forcomplete financial statements. In the opinion of the Company’smanagement, the accompanying unaudited condensed consolidated financialstatements contain all material adjustments (consisting only of normalrecurring accruals) necessary to present fairly its financial positionas of September  24,  2006 and December  25,2005 and the results of its operations and cash flows for the thirteenand thirty-nine week periods ended September  24,  2006 andSeptember  25,  2005. These financial statements should beread in conjunction with the audited Consolidated Financial Statementsand Notes thereto filed with the Securities and Exchange Commission onForm 10-K for the year ended December  25,  2005. Theinterim operating results are not necessarily indicative of the resultsto be expected for an entireyear.

2.    Reclassifications

To conform to currentyear presentations, the Company reclassified certain circulationrevenues and expenses related to discounts, promotions and carriercompensation. The impact of the reclassification was a decrease incirculation revenues of $0.9  million and $3.1  million forthe thirteen and thirty-nine periods ended September  25,2005, respectively, offset entirely by a decrease in operating expensesof the same amounts. The Company also reclassified certain cashbalances of $1.5  million as of September  25,  2005from accounts payable, the effect of which is reflected on theCondensed Consolidated Statements of CashFlows.

3.    EarningsPer Common Share

The following table sets forth the computationof weighted-average shares outstanding for calculating both basic anddiluted earnings pershare:

|                                        |  |  |                     |  |        |                        |  |  |                  |  |        |                  |  |  |  |  |        |  |  |  |  |  |        |  |
|----------------------------------------|--|--|---------------------|--|--------|------------------------|--|--|------------------|--|--------|------------------|--|--|--|--|--------|--|--|--|--|--|--------|--|
|                                   |  |  | Thirteenweeks ended |  |        | Thirty-nine weeksended |
|                                   |  |  | September24,2006    |  |        | September 25,2005      |  |  | September24,2006 |  |        | September25,2005 |
| Weighted-average shares –basic   |  |  |                     |  | 39,150 |                        |  |  |                  |  | 41,319 |                  |  |  |  |  | 39,608 |  |  |  |  |  | 41,685 |  |
| Effectof dilutivesecurities:           |  |  |                     |  |   |                        |  |  |                  |  |   |                  |  |  |  |  |   |  |  |  |  |  |   |  |
| Employeestockoptions                   |  |  |                     |  | 38     |                        |  |  |                  |  | 490    |                  |  |  |  |  | 28     |  |  |  |  |  | 363    |  |
| Weighted-averageshares – diluted |  |  |                     |  | 39,188 |                        |  |  |                  |  | 41,809 |                  |  |  |  |  | 39,636 |  |  |  |  |  | 42,048 |  |
|                                        |

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

3.    EarningsPer Common Share (continued)

Options to purchase approximately5.2  million shares of common stock at a range of $14.00 to$22.50 per share were outstanding during the thirteen and thirty-nineweek periods ended September  24,  2006, but were notincluded in the computation of diluted earnings per share for suchperiod because the exercise prices were greater than the average marketprice of the common shares during such period. Similarly, options topurchase 3.4  million shares of common stock at a range of $16.81to $22.50 were outstanding during the thirteen and thirty-nine weekperiods ended September  25,  2005, but were not includedin the computation of the diluted earnings per share for such periodbecause the exercise prices of those options were greater than theaverage market price of the common shares during suchperiod.

4.    Acquisitions

The Company applies thepurchase method of accounting for acquisitions. Acquisitions anddispositions of properties are subject to closing costs and may besubject to the finalization of customary adjustments. Results ofoperations of the Company’s acquisitions are included in theCompany’s results of operations from the dates of theirrespective acquisition.

On December  6,  2005, theCompany completed the acquisition of the assets of JobsInTheUS, basedin Westbrook, Maine. This acquisition included the online recruitingWeb sites of JobsInTheUS.com, JobsInME.com, JobsInNH.com, JobsInVT.com,JobsInRI.com and other domain names. Founded in 1999, JobsInTheUS isone of the fastest-growing local job Internet sites — both interms of unique visits to the Web sites and jobs posted. The acquiredcompany specializes in state-specific job Internet sites wherequalified candidates who want to work in a particular region find amatch with local employers. The excess of the purchase price over thefair market value of the assets acquired is subject to the Companyfinalizing the valuation of the business acquired and purchase priceallocation.

On March  29,  2006, the Companycompleted the acquisition of the assets of the Suburban LifestylesCommunity Newspaper Group (‘‘SuburbanLifestyles’’). Based in Rochester Hills, Michigan,Suburban Lifestyles publications are distributed in many of theaffluent and growing neighborhoods of Oakland and Macomb Counties andfocus on local news and information in each of the communities served.Suburban Lifestyles is being integrated into our MichiganCluster.

5.    Debtand Interest Rate Derivatives

On January  25,  2006,the Company amended and restated its existing Credit Agreement, datedAugust  12,  2004, pursuant to an Amended and RestatedCredit Agreement (the ‘‘Amended CreditAgreement’’) with JPMorgan Chase Bank, N.A. asAdministrative Agent, J.P. Morgan Securities Inc. as Sole Lead Arrangerand Sole Bookrunner, SunTrust Bank and Wachovia Bank, N.A. asCo-Syndication Agents and Bank of America, N.A. and The Royal Bank ofScotland PLC as Co-Documentation Agents, and several banks and otherfinancial institutions who became parties thereto as lenders. OnJanuary  25,  2006, the Company borrowed $625million in Term Loan A and $130.5  million in revolving creditloans under the Amended Credit Agreement. These borrowings were used torepay term loans and revolving credit loans outstanding under theformer Credit Agreement, to pay fees and expenses in connection withthe Amended Credit Agreement, and for general corporate purposes. TheAmended Credit Agreement allows the Company to borrow up to anadditional $244.5  million in revolving credit loans, subject tothe terms of the Amended Credit Agreement. In addition, an incrementalloan facility is also made available under the Amended Credit Agreementin the maximum amount of $500  million, subject to the terms andconditions of the Agreement. The lenders have no obligation to makeadditional loans to the Company under the incremental loan facility,but may enter into these commitments at their solediscretion.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

5.    Debtand Interest Rate Derivatives (continued)

The Amended Credit Agreement is anamendment and restatement of the former Credit Agreement which was ineffect from August  12,  2004 until January25,  2006 and, therefore, contains substantially similar terms asthe former Credit Agreement except that, among other changes and inaddition to the terms described above, the Term Loan B under the formerCredit Agreement was eliminated and the Term Loan A commitment wasincreased by $350  million. The amortization period for the TermLoan A has also been extended. The commitment fee on the currentlyavailable and unused revolving credit loans has been reduced by 0.125percentage points and the interest rates on outstanding loans based onLondon Interbank Offered Rates (LIBOR) have been reduced by 0.25percentage points to 0.50 percentage points, subject to the terms andconditions of the Amended Credit Agreement. The borrowings currentlyoutstanding under the Amended Credit Agreement bear interest based oneither various LIBOR rates (determined daily) plus 1.00 percent or thePrime Rate.

The Amended Credit Agreement provides for mandatoryprepayments with the proceeds of certain dispositions and casualtyevents and with specified percentages of excess cash flow (as that termis defined in the agreement). In addition, the full amount of theborrowings may become immediately due following events of default bythe Company or its subsidiaries as specified, and the Company mayprepay borrowings without premium or penalty in accordance with theprovisions of the Amended Credit Agreement. The borrowings are fullyand unconditionally guaranteed by each of the Company’ssubsidiaries. The Company and its guarantor subsidiaries have pledgedsubstantially all of their assets to secure theborrowings.

Pursuant to the terms of the Amended CreditAgreement, the Company will be required to maintain specified financialratios, and will also be subject to specified operational limitations,including, among others, limitations on its ability to incur additionalindebtedness, to make certain fundamental company changes (such asmergers and dispositions of assets), to authorize dividends anddistributions on the Company’s capital stock, and to undertakecertain capital expenditures.

The Company will be required topay down the principal amount of the term loan in quarterlyinstallments starting on December  29,  2006 and endingwith a payment of $340  million on August  12,  2012.Interest and commitment fees are payable quarterly. The initialavailability of $375  million of the Revolving Credit Facilityunder the Amended Credit Agreement is available until August12,  2012. Upon expiration of the Revolving Credit Facility, theCompany is required to repay or refinance the amounts due to thelenders at that time. As of September  24,  2006, themaximum availability under the Revolving Credit Facility was$262.8  million, with approximately $86.0  millionavailable based on the terms and covenants of the Amended CreditAgreement.

The aggregate maturities payable as ofSeptember  24,  2006 under the refinanced Term Loan A forthe following fiscal years are as follows (inthousands):

|      |  |  |  |   |         |  |
|------|--|--|--|---|---------|--|
| 2006 |  |  |  | $ | 7,500   |  |
| 2007 |  |  |  |   | 22,500  |  |
| 2008 |  |  |  |   | 40,000  |  |
| 2009 |  |  |  |   | 50,000  |  |
| 2010 |  |  |  |   | 60,000  |  |
| 2011 |  |  |  |   | 60,000  |  |
| 2012 |  |  |  |   | 385,000 |  |
|      |

Inconnection with this refinancing, the Company wrote-off $5.7million of deferred debt issuance costs associated with the formerCredit Agreement. This is reflected as a charge against earnings in theCondensed Consolidated Statements of Income and as a non-cash item inthe Condensed Consolidated Statements of Cash Flows for the thirty-nineweek period ending September  24,  2006.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

5.    Debtand Interest Rate Derivatives (continued)

The Company’s long-term debt as ofSeptember  24,  2006 and December  25,  2005was comprised of thefollowing:

|                           |  |  |      |   |         |      |  |  |  |   |         |  |
|---------------------------|--|--|------|---|---------|------|--|--|--|---|---------|--|
| (Inthousands)             |  |  | 2006 |   |         | 2005 |
| Termloan A                |  |  |      | $ | 625,000 |      |  |  |  | $ | 275,000 |  |
| Term loanB                |  |  |      |   | — |      |  |  |  |   | 350,000 |  |
| Revolving creditfacility  |  |  |      |   | 112,200 |      |  |  |  |   | 123,200 |  |
| Totalsenior debt          |  |  |      |   | 737,200 |      |  |  |  |   | 748,200 |  |
| Less:current portion      |  |  |      |   | 30,000  |      |  |  |  |   | 7,500   |  |
| Totallong-term seniordebt |  |  |      | $ | 707,200 |      |  |  |  | $ | 740,700 |  |
|                           |

Inaccordance with the requirements of the Amended Credit Agreement, theCompany is required to maintain certain Interest Rate ProtectionAgreements (‘‘IRPAs’’) on a portion of itsdebt to reduce the potential exposure of the Company’s futurecash flows to fluctuations in variable interest rates. The minimumrequirement varies depending on the Company’s Total LeverageRatio, as defined in the Amended Credit Agreement. Pursuant to theserequirements, the Company entered into certain IRPAs that consist of(i) interest rate collars (‘‘Collars’’)that establish a base interest rate ceiling(‘‘Cap’’) and a base interest rate floor(‘‘Floor’’) and (ii) interest rate swaps(‘‘Swaps’’) in which the Company exchangesa portion of its floating rate debt for fixed rate debt, in each caseat no initial cost to the Company.

Interest RateCollars   —   Pursuant to the terms of theCollars, in the event 90-day LIBOR exceeds the Cap, the Company willreceive cash from the Collar issuers to compensate for the rate inexcess of the Cap. If the 90-day LIBOR is lower than the Floor, theCompany will pay cash to the Collar issuers to compensate for the ratebelow the Floor. Each of the Collars is for a fixed notional amount, asset forth in the chart below. As of September  24,  2006,the aggregate notional amount of outstanding Collars in effect was$325  million.

The following table summarizes theCompany’s existing Collars and contracts for Collars includingthose that have an effective date occurring in the future, in each caseat September  24,2006:

|                  |  |  |         |  |     |           |  |  |                |  |      |      |  |  |                        |  |  |           |
|------------------|--|--|---------|--|-----|-----------|--|--|----------------|--|------|------|--|--|------------------------|--|--|-----------|
| EffectiveDate    |  |  | CAP (%) |  |     | Floor (%) |  |  | NotionalAmount |  |      | Term |
| October  29,2004 |  |  |         |  | 4.5 |           |  |  |                |  | 2.08 |      |  |  | $100million            |  |  | 2.0years  |
| January  29,2005 |  |  |         |  | 4.5 |           |  |  |                |  | 2.38 |      |  |  | $  50million |  |  | 2.0 years |
| January  29,2005 |  |  |         |  | 4.5 |           |  |  |                |  | 2.47 |      |  |  | $100  million          |  |  | 2.0years  |
| July  24,2006    |  |  |         |  | 6.0 |           |  |  |                |  | 4.75 |      |  |  | $  25million |  |  | 5.0 years |
| August  21,2006  |  |  |         |  | 6.0 |           |  |  |                |  | 4.71 |      |  |  | $  25million |  |  | 5.0 years |
| August  21,2006  |  |  |         |  | 6.0 |           |  |  |                |  | 4.70 |      |  |  | $  25million |  |  | 5.0 years |
| January  29,2007 |  |  |         |  | 6.0 |           |  |  |                |  | 3.39 |      |  |  | $100  million          |  |  | 2.75years |
|                  |

Interest Rate Swaps — Pursuantto the terms of the Swaps, in the event 90-day LIBOR exceeds the fixedinterest rate, the Company will receive cash from the Swap 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 theSwap issuers to compensate for the rate below the fixed rate. As ofSeptember  24,  2006, the aggregate notional amount ofexisting Swaps in effect was $300  million.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

5.    Debtand Interest Rate Derivatives (continued)

The following table summarizes theCompany’s existing and executed contracts for Swaps atSeptember  24,  2006:

|                |  |  |                |  |       |                |  |  |                         |  |  |           |
|----------------|--|--|----------------|--|-------|----------------|--|--|-------------------------|--|--|-----------|
| EffectiveDate  |  |  | Fixed Rate (%) |  |       | NotionalAmount |  |  | Term                    |
| December3,2004 |  |  |                |  | 3.48  |                |  |  | $  50million  |  |  | 3.0years  |
| April  1,2005  |  |  |                |  | 4.06  |                |  |  | $100 million            |  |  | 4.75years |
| April  1,2005  |  |  |                |  | 4.085 |                |  |  | $112 million(1)         |  |  | 4.75years |
| July  24,2006  |  |  |                |  | 5.33  |                |  |  | $  75 million |  |  | 5.0years  |
|                |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Representsthe average of an amortizing notional amount for which the actualnotional amount at September  24,  2006 was $75.0million. |

Under Statement of Financial Accounting Standards(‘‘SFAS’’) No. 133, Accounting forDerivative Instruments and Hedging Activities, as amended, the fairmarket value of derivatives is reported as an adjustment to OtherComprehensive Income/Loss (‘‘OCI’’). TheIRPAs were fully effective in hedging a portion of the changes in cashflows related to the debt obligation during the thirty-nine week periodended September  24,  2006 and the fiscal year endedDecember  25,  2005. The Company reported an unrecognizedloss in OCI as of September  24,  2006 of approximately$0.7  million compared to an unrecognized gain of $2.4million at September  25,  2005 (which are net of$0.5  million and $1.7  million of deferred taxes,respectively).

The fair market value of the derivatives isreflective of the price that a third party would be willing to pay orreceive in arm’s length transactions and includes adjustmentsfor mark-to-market changes in the related interest rates. During thethirty-nine week period ended September  24,  2006, thefair market value of the IRPAs decreased by $1.2  million to$6.0  million. In comparison, the fair market value of theCompany’s hedges during the thirty-nine week period endedSeptember  25,  2005, increased by $3.9  million to$3.8  million.

The Company’s weighted averageeffective interest rate was approximately 5.8 percent for the thirteenweek period ended September  24,  2006 and approximately5.3 percent for the thirteen week period ended September25,  2005. The effective interest rates for the thirteen weekperiod ended September  24,  2006 and September25,  2005 includes the impact of a $1.5  million pre-taxbenefit and a $0.3  million pre-tax charge, respectively,realized and reported as a component of interest expense related to theCompany’s IRPAs.

Each IRPA is designated for all or aportion of the principal balance and term of a specific debtobligation. From time to time, the Company may enter into additionalIRPAs for nominal amounts on the outstanding debt that will, at aminimum, meet the requirements of the Credit Agreement.

6.    StockIncentive Plans

The Company has adopted SFAS No. 123(R)Accounting for Stock-Based Compensation, as of the beginning of2006 using the modified prospective method. This statement requiresthat share based transactions be accounted for using a fair value basedmethod to recognize compensation expense. It also requires that thebenefit of tax deductions in excess of recognized compensation cost bereported as a financing cash flow, rather than as an operating cashflow as was required under previous pronouncements.

Prior to theadoption of SFAS No. 123(R), the Company accounted for stock-basedcompensation awards using the intrinsic value method as prescribed byAccounting Principles Board Opinion No. 25. Accordingly, the Companydid not recognize compensation expense in the Condensed ConsolidatedStatement of Income for options granted that had an exercise priceequal to the market value of the 

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

6.    StockIncentive Plans (continued)

underlying common stock on the date of grant.Prior to adoption of SFAS 123 (R), the Company provided certain proforma disclosures for stock-based awards as if the fair-value-basedapproach of SFAS No. 123 had been applied.

During 1997, theCompany’s Board of Directors (the‘‘Board’’) adopted, and theCompany’s stockholders approved, the Company’s 1997 StockIncentive Plan (the ‘‘1997 Plan’’). The1997 Plan has a ten year term and will be effective through the firstquarter of 2007. The 1997 Plan, as amended, authorizes grants of up to7,383,750 shares of Common Stock through: (i) incentive stock optionsand non-qualified stock options (in each case, with or without stockappreciation rights) to acquire common stock; (ii) awards of restrictedshares of Common Stock; and (iii) stock units to such directors,officers and other employees of, and consultants to, the Company andits subsidiaries and affiliates as may be designated by theCompensation Committee of the Board or such other committee of theBoard as the Board may designate. Options and other awards grantedunder the plan will remain in effect after the plan has terminated inaccordance with their respective terms. Options granted under the 1997Plan do not accrue dividends until the option is exercised and commonstock is issued to the option holder. Restricted stock units areentitled to dividends and the Company accrues dividends for all periodsin which a restricted stock unit is outstanding, but still subject tovesting.

Incentive stock options are granted at no less than fairmarket value of the common stock on the date of grant. The exerciseprice per share of common stock underlying all other non-statutorystock options is established by the Compensation Committee of theBoard. Stock options generally vest evenly over a five year period at arate of 20 percent per year commencing on the first anniversary afterissuance, continuing through the fifth anniversary, at which time 100percent are vested. Upon vesting, options may be exercised at thediscretion of the holder at anytime until the option expires, which isgenerally ten years after issuance. No stock options were grantedduring the thirteen week or thirty-nine week periods endedSeptember  24,  2006.

On October  27,2005, the Company amended certain stock option award agreements toaccelerate vesting of approximately 1.4  million options forwhich the exercise price was above the then current market price. Thisresulted in approximately $2.9  million of compensation expenserecognized on a pro-forma basis as required by SFAS No. 123.Additionally, the Company accelerated the vesting of 0.1  millionshares which were in the money at the time of vesting, resulting in anadditional expense being recognized of approximately $12,000. TheCompany currently has no unvested stock optionsoutstanding.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

6.    StockIncentive Plans (continued)

The following table illustrates the effecton net income after tax and net income per common share as if theCompany had applied the fair value recognition provisions of SFAS No.123(R) to stock-based compensation for the thirteen and thirty-nineweeks ended September  25,2005:

|                                                                                                                                          |  |  |                                          |   |        |                                           |  |  |  |   |        |   |
|------------------------------------------------------------------------------------------------------------------------------------------|--|--|------------------------------------------|---|--------|-------------------------------------------|--|--|--|---|--------|---|
| (Inthousands, except per share amounts)                                                                                                  |  |  | Thirteen weeksended September  25,  2005 |   |        | Thirty-nine weeksended September  25,2005 |
| Netincome:                                                                                                                               |  |  |                                          |   |   |                                           |  |  |  |   |   |   |
| Asreported                                                                                                                               |  |  |                                          | $ | 11,524 |                                           |  |  |  | $ | 34,395 |   |
| Add:Stock-based employee compensation expense included in reported netincome, net of related tax effects                                 |  |  |                                          |   | 28     |                                           |  |  |  |   | 279    |   |
| Deduct: Totalstock-based employee compensation expense determined underfair value based method for all awards, net of related taxeffects |  |  |                                          |   | (471   | )                                         |  |  |  |   | (1,781 | ) |
| Proforma                                                                                                                                 |  |  |                                          | $ | 11,081 |                                           |  |  |  | $ | 32,893 |   |
| Netincome per commonshare:                                                                                                               |  |  |                                          |   |   |                                           |  |  |  |   |   |   |
| Asreported:                                                                                                                              |  |  |                                          |   |   |                                           |  |  |  |   |   |   |
| Basic                                                                                                                                    |  |  |                                          | $ | 0.28   |                                           |  |  |  | $ | 0.83   |   |
| Diluted                                                                                                                                  |  |  |                                          | $ | 0.28   |                                           |  |  |  | $ | 0.82   |   |
| Proforma:                                                                                                                                |  |  |                                          |   |   |                                           |  |  |  |   |   |   |
| Basic                                                                                                                                    |  |  |                                          | $ | 0.27   |                                           |  |  |  | $ | 0.79   |   |
| Diluted                                                                                                                                  |  |  |                                          | $ | 0.27   |                                           |  |  |  | $ | 0.78   |   |
|                                                                                                                                          |

Thefollowing table summarizes the Company’s stock option activityfor the thirty-nine week periods ended September  24,  2006and September  25,  2005,respectively:

|                                        |  |  |                                          |  |           |                                         |  |  |                 |   |         |                               |  |  |  |  |           |  |  |  |  |   |       |  |
|----------------------------------------|--|--|------------------------------------------|--|-----------|-----------------------------------------|--|--|-----------------|---|---------|-------------------------------|--|--|--|--|-----------|--|--|--|--|---|-------|--|
|                                   |  |  | Thirty-nineweeks endedSeptember 24, 2006 |  |           | Thirty-nine weeksendedSeptember 25,2005 |
|                                   |  |  | NumberOfOptions                          |  |           | Weighted-AverageExercisePrice           |  |  | NumberOfOptions |   |         | Weighted-AverageExercisePrice |
| Outstanding – beginning ofperiod |  |  |                                          |  | 5,218,660 |                                         |  |  |                 | $ | 18.31   |                               |  |  |  |  | 5,010,285 |  |  |  |  | $ | 18.43 |  |
| Granted                                |  |  |                                          |  | —   |                                         |  |  |                 |   | — |                               |  |  |  |  | 400,900   |  |  |  |  |   | 16.95 |  |
| Exercised                              |  |  |                                          |  | —   |                                         |  |  |                 |   | — |                               |  |  |  |  | 27,085    |  |  |  |  |   | 15.15 |  |
| Forfeited                              |  |  |                                          |  | 66,935    |                                         |  |  |                 |   | 18.49   |                               |  |  |  |  | 139,601   |  |  |  |  |   | 19.24 |  |
| Outstanding– end ofperiod        |  |  |                                          |  | 5,151,725 |                                         |  |  |                 | $ | 18.31   |                               |  |  |  |  | 5,244,499 |  |  |  |  | $ | 18.31 |  |
| Exercisableat end ofperiod             |  |  |                                          |  | 5,151,725 |                                         |  |  |                 | $ | 18.31   |                               |  |  |  |  | 5,244,499 |  |  |  |  | $ | 18.31 |  |
|                                        |

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

6.    StockIncentive Plans (continued)

Further information about stock optionsoutstanding at September  24,  2006 is asfollows:

|                        |  |  |                   |  |           |                                                 |  |  |                               |  |     |                   |  |  |                               |   |       |  |  |  |  |  |           |  |  |  |  |   |       |  |
|------------------------|--|--|-------------------|--|-----------|-------------------------------------------------|--|--|-------------------------------|--|-----|-------------------|--|--|-------------------------------|---|-------|--|--|--|--|--|-----------|--|--|--|--|---|-------|--|
| Rangeof ExercisePrices |  |  | NumberOutstanding |  |           | Weighted-AverageRemainingContractualLife(years) |  |  | Weighted-AverageExercisePrice |  |     | NumberExercisable |  |  | Weighted-AverageExercisePrice |
| $14.00 –16.00    |  |  |                   |  | 1,836,779 |                                                 |  |  |                               |  | 3.4 |                   |  |  |                               | $ | 14.99 |  |  |  |  |  | 1,836,779 |  |  |  |  | $ | 14.99 |  |
| $16.01–18.00     |  |  |                   |  | 990,605   |                                                 |  |  |                               |  | 7.0 |                   |  |  |                               |   | 17.31 |  |  |  |  |  | 990,605   |  |  |  |  |   | 17.31 |  |
| $18.01–20.00     |  |  |                   |  | 368,473   |                                                 |  |  |                               |  | 7.4 |                   |  |  |                               |   | 19.38 |  |  |  |  |  | 368,473   |  |  |  |  |   | 19.38 |  |
| $20.01–22.50     |  |  |                   |  | 1,955,868 |                                                 |  |  |                               |  | 2.5 |                   |  |  |                               |   | 21.73 |  |  |  |  |  | 1,955,868 |  |  |  |  |   | 21.73 |  |
|                   |  |  |                   |  | 5,151,725 |                                                 |  |  |                               |  | 4.0 |                   |  |  |                               | $ | 18.31 |  |  |  |  |  | 5,151,725 |  |  |  |  | $ | 18.31 |  |
|                        |

TheCompany uses the Black-Scholes option pricing model to determine thefair value of stock options at the date of each grant. The assumptionsused for the inputs for volatility and dividend yield for theBlack-Scholes model are derived from the historical data of theCompany’s common stock. Assumptions for the risk free interestrate are derived from the appropriate yields on treasury securities andexpected life of options is derived from historical employee optionactivity. Restricted stock unit values are valued based on theCompany’s common stock underlying the units granted as of thegrant date.

The following table shows assumptions used incomputing fair market values on options granted during the thirty-nineweek periods ended September  25,  2005, no options weregranted during the thirty-nine week period ended September24,2006.

|                               |  |  |                                          |  |     |             |
|-------------------------------|--|--|------------------------------------------|--|-----|-------------|
|                          |  |  | Thirty-nineweeks endedSeptember 25, 2005 |
| Risk freeinterest rate        |  |  |                                          |  | 4.1 | %           |
| Expectedannualized volatility |  |  |                                          |  | 14  | %           |
| Dividendyield                 |  |  |                                          |  | 0   | %           |
| Expected life ofoption        |  |  |                                          |  | 7   |  Years |
|                               |

Duringthe thirty-nine weeks ended September  24,  2006, theCompany issued 355,125 restricted stock units(‘‘RSUs’’) pursuant to the 1997 Plan. Ofthose issued, 37,000 units vest over either a one or two year period oftime. All other units issued vest based on the achievement ofperformance milestones over a period of time, typically achievement ofcertain levels of EBITDA within five years. The Company has assumed a10% rate of forfeiture. The Company assesses the probability ofthe performance targets being achieved over the vesting period of thegrants at each reporting period. If it is likely that the performancetargets will be achieved over the vesting period, expense is recordedduring the period for those shares which are likely to vest as a resultof the achievement of those targets. To date, the Company has notrecorded any expense for the units that may vest based on achievementof performance targets.

In total, the Company has issued 513,369RSUs under the Plan, of which 408,320 remain unvested as ofSeptember  24,  2006. Of restricted units issued, 29,825were issued to Directors of the Company of which 18,325 are vested,with the remaining vesting monthly over the next nine-month period. Theremainder of the RSUs were issued to key employees and vest based onthe achievement of performance-based milestones, and/or over a two,three or five year period.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

7.    Comprehensive Income

Thecomponents of comprehensive income for the thirteen and thirty-nineweeks ended September  24,  2006 and September25,  2005 are asfollows:

|                                                                                                |  |  |                     |   |        |                        |  |  |               |   |         |               |  |  |  |   |        |   |  |  |  |   |        |   |
|------------------------------------------------------------------------------------------------|--|--|---------------------|---|--------|------------------------|--|--|---------------|---|---------|---------------|--|--|--|---|--------|---|--|--|--|---|--------|---|
|                                                                                           |  |  | Thirteenweeks ended |   |        | Thirty-nine weeksended |
| (Inthousands)                                                                                  |  |  | Sept. 24,2006       |   |        | Sept. 25, 2005         |  |  | Sept. 24,2006 |   |         | Sept. 25,2005 |
| Netincome                                                                                      |  |  |                     | $ | 7,270  |                        |  |  |               | $ | 11,524  |               |  |  |  | $ | 18,813 |   |  |  |  | $ | 34,395 |   |
| Reclassificationof unrealized (losses) gains on fully effective hedges to net income,net oftax |  |  |                     |   | (863   | )                      |  |  |               |   | 187     |               |  |  |  |   | (1,639 | ) |  |  |  |   | 580    |   |
| Netchange in fair value of fully effective hedges, net oftax                                   |  |  |                     |   | (5,136 | )                      |  |  |               |   | 2,753   |               |  |  |  |   | 951    |   |  |  |  |   | 1,891  |   |
| Markto market adjustment of investments, net oftax                                             |  |  |                     |   | 1      |                        |  |  |               |   | — |               |  |  |  |   | 3      |   |  |  |  |   | (18    | ) |
| Comprehensiveincome                                                                            |  |  |                     | $ | 1,272  |                        |  |  |               | $ | 14,464  |               |  |  |  | $ | 18,128 |   |  |  |  | $ | 36,848 |   |
|                                                                                                |

8.    Intangibleand Other Assets

Under SFAS No. 142, goodwill andindefinite-lived intangible assets are no longer amortized. However,they are reviewed annually or more frequently, if required, forimpairment. Separable intangible assets that are not deemed to have anindefinite life will continue to be amortized over their useful lives.The Company performs the required annual impairment tests as of thefirst day of the fourth quarter of each fiscal year.

The carrying amounts of goodwill and other intangibleassets are asfollows:

|                                                    |  |  |                         |   |         |                         |  |  |     |   |         |       |  |  |                         |   |         |     |  |  |  |   |         |  |  |  |  |   |         |   |  |  |  |   |         |  |
|----------------------------------------------------|--|--|-------------------------|---|---------|-------------------------|--|--|-----|---|---------|-------|--|--|-------------------------|---|---------|-----|--|--|--|---|---------|--|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                               |  |  | Asof September 24, 2006 |   |         | As of December 25,2005  |
| (Inthousands)                                      |  |  | Gross                   |   |         | AccumulatedAmortization |  |  | Net |   |         | Gross |  |  | AccumulatedAmortization |   |         | Net |
| Goodwill                                           |  |  |                         | $ | 845,738 |                         |  |  |     | $ | (63,210 | )     |  |  |                         | $ | 782,528 |     |  |  |  | $ | 842,791 |  |  |  |  | $ | (63,210 | ) |  |  |  | $ | 779,581 |  |
| Otherintangible assets not subject toamortization: |  |  |                         |   |    |                         |  |  |     |   |    |       |  |  |                         |   |    |     |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Mastheads                                          |  |  |                         | $ | 137,900 |                         |  |  |     | $ | (92     | )     |  |  |                         | $ | 137,808 |     |  |  |  | $ | 137,900 |  |  |  |  | $ | (92     | ) |  |  |  | $ | 137,808 |  |
| Otherintangible assets subject toamortization:     |  |  |                         |   |    |                         |  |  |     |   |    |       |  |  |                         |   |    |     |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Customerand subscriberlists                        |  |  |                         |   | 9,657   |                         |  |  |     |   | (8,627  | )     |  |  |                         |   | 1,030   |     |  |  |  |   | 9,657   |  |  |  |  |   | (7,579  | ) |  |  |  |   | 2,078   |  |
| Non-competecovenants                               |  |  |                         |   | 4,347   |                         |  |  |     |   | (2,534  | )     |  |  |                         |   | 1,813   |     |  |  |  |   | 4,317   |  |  |  |  |   | (2,269  | ) |  |  |  |   | 2,048   |  |
| Debtissuancecosts                                  |  |  |                         |   | 6,292   |                         |  |  |     |   | (713    | )     |  |  |                         |   | 5,579   |     |  |  |  |   | 11,615  |  |  |  |  |   | (1,996  | ) |  |  |  |   | 9,619   |  |
| Totalother intangibleassets                        |  |  |                         | $ | 158,196 |                         |  |  |     | $ | (11,966 | )     |  |  |                         | $ | 146,230 |     |  |  |  | $ | 163,489 |  |  |  |  | $ | (11,936 | ) |  |  |  | $ | 151,553 |  |
|                                                    |

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. For purposes of expense classification,amortization of debt issuance costs are included as ‘‘Netinterest expense and other’’ in the CondensedConsolidated Statements of Income. The following table showsamortization expense for the thirteen week and thirty-nine week periodsended September  24,  2006 and September  25,2005.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

8.    Intangibleand Other Assets (continued)

|                                          |  |  |                     |   |     |                        |  |  |              |   |     |               |  |  |  |   |       |  |  |  |  |   |       |  |
|------------------------------------------|--|--|---------------------|---|-----|------------------------|--|--|--------------|---|-----|---------------|--|--|--|---|-------|--|--|--|--|---|-------|--|
|                                     |  |  | Thirteenweeks ended |   |     | Thirty-nine weeksended |
| (Inthousands)                            |  |  | Sept.24,2006        |   |     | Sept. 25,2005          |  |  | Sept.24,2006 |   |     | Sept. 25,2005 |
| Amortizationexpense for intangibleassets |  |  |                     | $ | 350 |                        |  |  |              | $ | 501 |               |  |  |  | $ | 1,313 |  |  |  |  | $ | 1,593 |  |
| Amortizationof debt issuancecosts        |  |  |                     |   | 235 |                        |  |  |              |   | 330 |               |  |  |  |   | 754   |  |  |  |  |   | 1,074 |  |
| Totalamortizationexpense                 |  |  |                     | $ | 585 |                        |  |  |              | $ | 831 |               |  |  |  | $ | 2,067 |  |  |  |  | $ | 2,667 |  |
|                                          |

Duringthe thirty-nine week period ended September  24,  2006, theCompany wrote off $5.7  million in unamortized debt issuancecosts related to borrowings that were refinanced in the first quarterof 2006. Estimated amortization of identifiable intangible assets is asfollows (inthousands):

|            |  |  |  |   |       |  |
|------------|--|--|--|---|-------|--|
| 2006       |  |  |  | $ | 2,507 |  |
| 2007       |  |  |  |   | 1,910 |  |
| 2008       |  |  |  |   | 1,401 |  |
| 2009       |  |  |  |   | 1,363 |  |
| 2010       |  |  |  |   | 1,233 |  |
| Thereafter |  |  |  |   | 2,034 |  |
|            |

Thechanges in the carrying amount of goodwill during the thirty-nine weeksended September  24,  2006 and the fiscal year endedDecember  25,  2005 reflect the addition of goodwill forthe acquisitions of JobsInTheUS and Suburban Lifestyles, respectively,as well as adjustments, to the purchase prices of JobsInTheUS and ourMichigan cluster.

The changes to goodwillare asfollows:

|                                   |
|-----------------------------------|
|                                   |  |  |  |  |  |  |  |  |  |  |  |  |
| (Inthousands)                     |  |  | September  24,2006 |  |  | December  25, 2005 |
| Beginningbalance                  |  |  |  | $ | 779,581 |  |  |  |  | $ | 772,683 |  |
| Goodwillacquired during theperiod |  |  |  |  | 2,942 |  |  |  |  |  | 14,891 |  |
| Adjustments                       |  |  |  |  | 5 |  |  |  |  |  | (7,993 | ) |
| Endingbalance                     |  |  |  | $ | 782,528 |  |  |  |  | $ | 779,581 |  |
|                                   |

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

9.    Pensionand Other Post-retirement Benefits

Net Periodic BenefitCost for the thirteen and thirty-nine week periods endedSeptember  24,  2006 and September  25,  2005included the followingcomponents:

|                                        |  |  |                 |   |         |                              |  |  |              |   |         |              |  |  |  |   |         |   |  |  |  |   |         |   |
|----------------------------------------|--|--|-----------------|---|---------|------------------------------|--|--|--------------|---|---------|--------------|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                   |  |  | PensionBenefits |   |         | OtherPost-RetirementBenefits |
| (Inthousands)Thirteen weeksended:      |  |  | Sept.24,2006    |   |         | Sept. 25,2005                |  |  | Sept.24,2006 |   |         | Sept.25,2005 |
| Components of Net PeriodicBenefitCost: |  |  |                 |   |    |                              |  |  |              |   |    |              |  |  |  |   |    |   |  |  |  |   |    |   |
| ServiceCost                            |  |  |                 | $ | 763     |                              |  |  |              | $ | 699     |              |  |  |  | $ | 6       |   |  |  |  | $ | 5       |   |
| InterestCost                           |  |  |                 |   | 1,550   |                              |  |  |              |   | 1,565   |              |  |  |  |   | 66      |   |  |  |  |   | 66      |   |
| ExpectedReturn on PlanAssets           |  |  |                 |   | (2,141  | )                            |  |  |              |   | (2,066  | )            |  |  |  |   | — |   |  |  |  |   | — |   |
| AmortizationofNet:                     |  |  |                 |   |    |                              |  |  |              |   |    |              |  |  |  |   |    |   |  |  |  |   |    |   |
| TransitionObligation                   |  |  |                 |   | — |                              |  |  |              |   | — |              |  |  |  |   | — |   |  |  |  |   | — |   |
| PriorServiceCost                       |  |  |                 |   | (88     | )                            |  |  |              |   | (88     | )            |  |  |  |   | — |   |  |  |  |   | (17     | ) |
| Loss/(Gain)                            |  |  |                 |   | 388     |                              |  |  |              |   | 387     |              |  |  |  |   | (98     | ) |  |  |  |   | (121    | ) |
| NetPeriodic BenefitCost                |  |  |                 | $ | 472     |                              |  |  |              | $ | 497     |              |  |  |  | $ | (26     | ) |  |  |  | $ | (67     | ) |
|                                        |

|                                        |  |  |                 |   |         |                              |  |  |              |   |         |               |  |  |  |   |         |   |  |  |  |   |         |   |
|----------------------------------------|--|--|-----------------|---|---------|------------------------------|--|--|--------------|---|---------|---------------|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                   |  |  | PensionBenefits |   |         | OtherPost-RetirementBenefits |
| (Inthousands) Thirty-nine weeksended:  |  |  | Sept.24,2006    |   |         | Sept.25,2005                 |  |  | Sept.24,2006 |   |         | Sept.25, 2005 |
| Components of NetPeriodic BenefitCost: |  |  |                 |   |    |                              |  |  |              |   |    |               |  |  |  |   |    |   |  |  |  |   |    |   |
| ServiceCost                            |  |  |                 | $ | 2,289   |                              |  |  |              | $ | 2,097   |               |  |  |  | $ | 18      |   |  |  |  | $ | 15      |   |
| InterestCost                           |  |  |                 |   | 4,650   |                              |  |  |              |   | 4,695   |               |  |  |  |   | 198     |   |  |  |  |   | 198     |   |
| ExpectedReturn on PlanAssets           |  |  |                 |   | (6,423  | )                            |  |  |              |   | (6,198  | )             |  |  |  |   | — |   |  |  |  |   | — |   |
| AmortizationofNet:                     |  |  |                 |   |    |                              |  |  |              |   |    |               |  |  |  |   |    |   |  |  |  |   |    |   |
| TransitionObligation                   |  |  |                 |   | — |                              |  |  |              |   | — |               |  |  |  |   | — |   |  |  |  |   | — |   |
| PriorServiceCost                       |  |  |                 |   | (264    | )                            |  |  |              |   | (264    | )             |  |  |  |   | — |   |  |  |  |   | (51     | ) |
| Loss/(Gain)                            |  |  |                 |   | 1,164   |                              |  |  |              |   | 1,161   |               |  |  |  |   | (294    | ) |  |  |  |   | (363    | ) |
| NetPeriodic BenefitCost                |  |  |                 | $ | 1,416   |                              |  |  |              | $ | 1,491   |               |  |  |  | $ | (78     | ) |  |  |  | $ | (201    | ) |
|                                        |

TheCompany currently expects to contribute an aggregate of approximately$271,000 to its defined benefit pension plans, post-retirement healthand life insurance plans in fiscal year 2006. During the thirteen weeksended September  24,  2006, approximately $100,000 and$86,000 was contributed by the Company to the Company-sponsored definedbenefit pension plans and the Company-sponsored post-retirement healthand life insurance plans, respectively. During the thirty-nine weeksended September  24,  2006, approximately $171,000 and$258,000 was contributed by the Company to the Company-sponsoreddefined benefit pension plans and the Company-sponsored post-retirementhealth and life insurance plans,respectively.

Subsequent Event:    OnOctober  19,  2006, the Company announced that, effectiveJanuary  1,  2007 it is introducing a new retirement planand changing its defined benefit pension plan for non-union employees.The Company currently has several 401(k) plans and a defined benefitpension plan that covers non-union employees in 14 locations.Approximately one thousand five hundred non-union employees who arecurrently covered by a defined benefit pension plan will be eligible toparticipate in an IRS designated Safe Harbor 401(k) plan. In addition,certain other non-union employees who did not participate in theCompany’s defined benefit pension plan will be eligible toparticipate in the 

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSSeptember  24,2006(Unaudited)

9.    Pensionand Other Post-retirement Benefits (continued)

IRS designated Safe Harbor 401(k) plan.Under the new 401(k) plan, eligible employees can receive up to a4% Company match with immediate vesting. Retirement benefitsearned by non-union employees through December  31,  2006under the defined benefit pension plan will be preserved.

10.    RecentlyIssued Accounting Pronouncements

In July 2006, theFinancial Accounting Standards Board(‘‘FASB’’) issued FASB Interpretation No.48 Accounting for Uncertainty in Income Taxes — aninterpretation of SFAS No. 109 (‘‘FIN48’’), which prescribes a recognition threshold andmeasurement process for recording in the financial statements uncertaintax positions taken or expected to be taken in a tax return.Additionally, FIN 48 provides guidance on the derecognition,classification, accounting in interim periods and disclosurerequirements for uncertain tax positions. FIN 48 is effective forfiscal years beginning after December 15, 2006. The Company iscurrently assessing the impact of FIN 48 but does not anticipate itwill have a material effect on its consolidated financial position orresults of operations.

In September 2006, the FASB issuedSFAS No. 157 (‘‘SFAS 157’’),Fair Value Measurements, which defines fair value, establishesguidelines for measuring fair value and expands disclosures regardingfair value measurements. SFAS 157 does not require any new fair valuemeasurements but rather eliminates inconsistencies in guidance found invarious prior accounting pronouncements. SFAS 157 is effective forfiscal years beginning after November 15, 2007. Earlier adoptionis permitted, provided the Company has not yet issued financialstatements, including for interim periods, for that fiscal year. TheCompany is currently evaluating the impact of SFAS 157, but does notexpect the adoption of SFAS 157 to have a material impact on itsconsolidated financial position, results of operations or cashflows.

In September  2006, the FASB issued SFAS No. 158Employers’ Accounting for Defined Benefit Pension and OtherPostretirement Plans (‘‘SFAS 158’’).SFAS 158 amends SFAS No. 87 Employers’ Accounting forPensions, SFAS No. 88 Employers’ Accounting forSettlements and Curtailments of Defined Benefit Pension Plans and forTermination Benefits, SFAS No. 106 Employers’ Accountingfor Postretirement Benefits Other than Pensions and SFAS 132Employers’ Disclosures about Pensions and OtherPostretirement Benefits. The amendments retain most of the existingmeasurement and disclosure guidance and will not change the amountsrecognized in the Company’s statement of operations. SFAS 158requires companies to recognize a net asset or liability with an offsetto equity, by which the defined-benefit-postretirement obligation isover or under-funded. SFAS 158 requires prospective application, andthe recognition and disclosure requirements will be effective for theCompany’s fiscal year ending December  31,  2006.The Company is currently evaluating the impact SFAS 158 will have onits consolidated balance sheets and consolidated statements ofstockholders’ equity and comprehensiveincome.

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|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| Item2.  | Management’s Discussion and Analysis ofFinancial Condition and Results of Operations |

Cautionary NoteRegarding Forward-Looking Statements

Statements in thisQuarterly Report on Form 10-Q that are not purely historical areforward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended, including statements regarding our(as hereinafter defined) expectations, forecasts, projections, hopes,intentions or strategies regarding the future. Forward-lookingstatements include statements regarding our plans and objectives forfuture operations and trends affecting our financial condition andresults of operations. In addition, the words‘‘anticipates,’’‘‘projects,’’‘‘plans,’’‘‘intends,’’‘‘estimates,’’‘‘expects,’’‘‘may,’’‘‘believes’’ and similar words are intendedto identify these forward-looking statements. All forward-lookingstatements in this Report are based on information available to us asof the date this Report is filed with the Securities and ExchangeCommission, and we assume no obligation to update any suchforward-looking statements, except as required by law. Allforward-looking statements involve risks and uncertainties. Actualresults may differ materially from those expressed or implied by suchforward-looking statements as a result of certain factors including,but not limited to, the unavailability or a material increase in theprice of newsprint, the success of our acquisition strategy,dispositions, our ability to achieve cost reductions and integrateacquisitions, competitive pressures, general or regional economicconditions, advertising trends and material increases in interestrates. These and other factors are discussed in more detail in ourother filings with the SEC, including our Annual Report on Form 10-Kfor the fiscal year ended December  25,  2005. We undertakeno obligation to release publicly the results of any future revisionswe may make to forward-looking statements to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events.

General

Our principal business ispublishing newspapers in print and online in the United States, and ourpublications are primarily daily and non-daily newspapers. We deriveour revenues primarily from advertising, paid circulation andcommercial printing.

As of September  24,  2006, weown 27 daily newspapers and 366 non-daily publications. We alsocurrently operate 231 individual Web sites that are affiliated with ourdaily newspapers, non-daily publications and our recently acquirednetwork of employment Web sites. All of our Web sites can be accessedat www.journalregister.com. Our operations are strategically clusteredin seven geographic areas: Greater Philadelphia; Michigan; Connecticut;Greater Cleveland; New England; and the Capital-Saratoga and Mid-Hudsonregions of New York. We also own JobsInTheUS, a network of premieremployment Web sites in the Northeast. We have total paid dailycirculation of approximately 628,000, total paid Sunday circulation ofapproximately 658,000 and total non-daily distribution of approximately6  million.

The principal elements of our strategy are to:(i) expand advertising revenues and readership, in print and online;(ii) grow by acquisition; (iii) capture synergies from geographicclustering; and (iv) implement consistent operating policiesand standards.

As part of our strategy, we focus on increasingadvertising and circulation revenues and expanding readership at ourexisting and newly acquired properties. We have also developed certainoperating policies and standards, which we believe have optimized thecash flow and profitability of existing and acquired newspapers,including: (i) focusing on local content; (ii) maintaining andimproving product quality; (iii) enhancing distribution; and (iv)promoting community involvement.

We are a leader in the newspaperindustry in executing a clustering strategy. We believe that ourclustering strategy creates significant synergies and cost savingswithin each cluster, including cross-selling of advertising,centralized news gathering and consolidation of printing, productionand back office activities. We also believe that our clusteringstrategy enables us to improve print quality and distribution,introduce new products and services in a cost-effective manner andincrease readership. In addition, clustering enables our advertisers toexpand their reach and target their message both geographically anddemographically.

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We generate revenues through advertising,paid circulation, including single copy sales and subscription sales,and commercial printing and other activities. For the thirteen andthirty-nine week periods ending September  24,  2006,advertising, paid circulation and commercial printing and otheractivities represented approximately 78%, 19% and3% of total revenue, respectively. Our advertiser base ispredominantly local. Our newspapers and Web sites seek to producedesirable results for local advertisers by targeting readers based oncertain geographic and demographic characteristics. We seek to increasereadership, and thereby generate traffic for our advertisers, byfocusing on high product quality, compelling and primarily proprietarylocal content and creative and interactive promotions. We also publishnumerous special sections, as well as niche and special interestpublications. Such publications tend to increase readership withintargeted demographic groups and geographic areas. Management believesthat as a result of these strategies, our newspapers and Web sitesrepresent an attractive and cost-effective medium for our readers andadvertisers.

Our advertising revenues are derived primarily froma broad group of local advertisers. Management believes that ouradvertising revenues tend to be relatively stable because ournewspapers have a broad base of local retail and classifiedadvertising, rather than a reliance on the generally more volatilenational and major account advertising. Our advertising revenue and, toa lesser extent, circulation revenues are dependent on a variety offactors specific to the communities that our newspapers serve. Forexample, our Michigan cluster is impacted by the automotive sector andhas experienced weakness as a result of economic conditions in thatarea.

On August  28,  2006, we announced that we areexploring the possible sale of our properties in our New EnglandCluster. The properties that would be included in the sale are TheHerald News and Taunton Daily Gazette in Fall River and Taunton,Massachusetts, respectively, and The Call, The Times and Kent CountyDaily Times in Woonsocket, Pawtucket and West Warwick, Rhode Island,respectively and its weekly group, the Southern Rhode Island NewspaperGroup in Wakefield, Rhode Island. We are continuing to view theseproperties as continuing operations and have not reclassed them forpresentation on our condensed balance sheets or condensed consolidatedstatements of income as assets held for sale based on our ability tohold the properties if the prices offered do not represent the fairvalue of the properties. Further, there can be no assurance that anytransaction will occur, or, if undertaken, the terms or timing of sucha transaction.

Online Operations

We are committed toexpanding our business through our Internet initiatives. Onlinerevenues of $4.1  million and $11.5  million for thethirteen and thirty-nine week periods ending September24,  2006 are included in advertising revenues. Our onlinerevenues have increased by 64.9% and 68.6% from thecomparable prior year periods primarily as a result of our JobsInTheUsacquisition in December  2005. Our online objective is to makeour Web sites, all of which are accessible throughwww.journalregister.com, the local information portal for theirrespective markets by establishing such Web sites as the indispensablesource of useful and reliable community news, sports, information andadvertising in their markets. We currently operate 231 Web sites whichare affiliated with our daily newspapers and non-daily publications.Our Web sites generated 91.3  million page views during the thirdquarter of 2006, an increase of approximately 71.3 percent as comparedto the prior year quarter and generated 273.2  million page viewsduring the thirty-nine week 2006 period, an increase of approximately74.4 percent as compared to the prior year quarter. Increases primarilyreflect our JobsInTheUS Web sites. In September, we also reported3.5  million unique visitors to its Web sites, including over onemillion visitors to our JobsInTheUs Websites.

Acquisitions

On December  6,  2005, wecompleted the acquisition of the assets of JobsInTheUS, based inWestbrook, Maine. This acquisition included the online recruiting Websites of JobsInTheUS.com, JobsInME.com, JobsInNH.com, JobsInVT.com,JobsInRI.com, JobsInMA.com and other domain names. Founded in 1999,JobsInTheUS is one of the fastest-growing local job Internet sites– both in terms of unique visits to the Web sites and jobsposted. The acquired company specializes in 

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state-specific job Internet sites wherequalified candidates who want to work in a particular region find amatch with local employers. JobsInTheUS is expected to become thecornerstone of our expanded online recruitment product and when pairedwith our local newspapers and Web sites, an important step for ourfuture.

On March  29,  2006, we acquired the assetsof the Suburban Lifestyles Community Newspaper Group,(‘‘Suburban Lifestyles’’). Based inRochester Hills, Michigan, Suburban Lifestyles publications aredistributed in many of the affluent and growing neighborhoods ofOakland and Macomb Counties and focus on local news and information ineach of the communities served. Suburban Lifestyles is being integratedinto our Michigan Cluster.

Critical Accounting Policies andEstimates

General

Our discussion and analysis ofour financial condition and results of operations are based upon ourcondensed consolidated interim financial statements, which have beenprepared by us, without audit, in accordance with accounting principlesgenerally accepted in the United States. The preparation of thesefinancial statements requires us to make estimates and judgments thataffect the reported amounts of assets, liabilities, revenues andexpenses, and related disclosure of contingent assets and liabilities.On an on-going basis, we evaluate our estimates, including thoserelated to bad debts, inventories, investments, remaining useful livesof long-lived assets, income taxes, pensions and other post-retirementbenefits, as well as contingencies and litigation. We base ourestimates on historical experience and actuarial studies and on otherassumptions that 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. We believethe following critical accounting policies affect our more significantjudgments and estimates used in the preparation of our consolidatedfinancial statements.

Segment Reporting

We areprimarily engaged in the publishing of daily and non-daily newspapersin print and online in the United States. Newspapers are typicallydistributed through local distribution channels, which consist ofcontract carriers and single copy outlets. We consider this business tobe one operating segment. This operating segment consists of severalgeographically diverse operating units, which are locally managed, butare aggregated into one segment because each of our units is engaged inthe same essential business activity in each local market served. Thecombined operating units have similar economic characteristics based onsimilar products, services, customers, production processes anddistribution systems. We believe this presentation of our financialcondition and performance is consistent with the way in which ouroperations are managed.

Accounts Receivable and Allowancefor Doubtful Accounts

Accounts receivable consist primarilyof amounts due to us from normal business activities. The allowance fordoubtful accounts represents reserves for the estimated loss from theinability of customers to make required payments. We use historicalexperience as well as current market information in determining theestimate. We write-off accounts receivable, which are deemeduncollectible, on a specific identification basis. If the financialcondition of our customers were to deteriorate, resulting in animpairment of their ability to make payments, additional allowances maybe required.

Goodwill and Other IntangibleAssets

Identifiable intangible assets, such as customerlists and covenants not to compete, are amortized using thestraight-line method over their estimated useful lives for the yearspresented in our consolidated financial statements. Under SFAS No. 142,goodwill and indefinite-lived intangible assets 

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are no longer amortized but are reviewedannually, or more frequently if required, for impairment. This assetimpairment review assesses the fair value of the assets based on thefuture cash flows the assets are expected to generate. An impairmentloss is recognized when estimated undiscounted future cash flowsexpected to result from the use of the asset plus net proceeds expectedfrom the disposition of the asset (if any) are less than the carryingvalue of the asset. This approach uses estimates for future marketgrowth, forecasted revenue and costs, expected periods the assets willbe utilized and appropriate discount rates. Changes to these estimates,including the inability to attain forecasted revenue and costexpectations, could result in the recognition of a future impairmentloss. Separable intangible assets that are not deemed to have anindefinite life will continue to be amortized over their usefullives.

Pension and Post-retirementBenefits

Pension and post-retirement benefit costs andcredits are developed from actuarial valuations. Inherent in thesevaluations are key assumptions including discount rates and expectedreturn on plan assets. We consider 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 our headcount,changes in actuarial assumptions and marketperformance.

Self-Insurance

We are self-insuredfor a portion of our insurable risks. We analyze our claims experienceand consult with administrators in determining an adequate liabilityfor self-insured claims.

Litigation

We areinvolved in litigation matters that have arisen in the ordinary courseof business. We believe that the outcome of these legal proceedingswill not have a material adverse effect on our financial condition orresults of operations.

Revenue Recognition

Revenueis earned from the sale of advertising, circulation and commercialprinting. Advertising revenues are recognized, net of discounts, in theperiod when advertising is printed in our publications or placed on ourWeb sites. Circulation revenues are recognized when purchasednewspapers are distributed, net of any discounts or incentives offeredto resellers and customers. Amounts received from customers in advanceof revenue recognition are deferred as liabilities.

To conform tocurrent year presentations, we have reclassified certain circulationrevenues and expenses related to discounts, promotions and carriercompensation for the thirteen and thirty-nine periods endedSeptember  25,  2005. The impact of the reclassificationwas a decrease in circulation revenues offset entirely by a decrease inoperating expenses.

Results of Operations

Thirteen WeekPeriod Ended September  24,  2006 as Compared to theThirteen Week Period Ended September  25,2005

Summary:

Net income for thethirteen week period ended September  24,  2006 was$7.3  million, or $0.19 per diluted share, versus $11.5million, or $.28 per diluted share, for the thirteen week period endedSeptember  25,  2005.

Total revenues decreased$5.6  million, or 4.1 percent, to $131.7  million for thethirteen week period ended September  24,  2006. Newspaperrevenues for the thirteen weeks ended September  24,  2006as compared to the prior year period decreased $5.8  million, or4.4 percent, to 

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$127.2  million. Advertising revenuesdecreased 4.8 percent to $102.4  million, as compared to$107.6  million for the third quarter of 2005. Advertisingrevenues for the 2006 period benefited from the acquisitions ofJobsInTheUS and Suburban Lifestyles. Circulation revenues, net ofapplicable discounts, for the thirteen week period endedSeptember  24,  2006 decreased approximately $0.6million, or 2.6 percent, as compared to the prior year period.Commercial printing and other revenues for the thirteen weeks endedSeptember  24,  2006 increased by approximately $0.2million, or 5.2 percent, to $4.5  million as compared to theprior year period. Online revenues, which are included in advertisingrevenue, for the thirteen week period ended September  24,2006 were $4.1  million, an increase of 64.9 percent compared tothe prior year.

Advertising Revenue Performance byCategory:

The following table sets forth our total advertisingrevenues, by category, for the thirteen weeks ended September24,  2006 and September  25,2005:

|                          |  |  |                    |   |         |                      |  |  |           |   |         |  |  |  |  |  |      |  |
|--------------------------|--|--|--------------------|---|---------|----------------------|--|--|-----------|---|---------|--|--|--|--|--|------|--|
|                     |  |  | ThirteenWeeksEnded |
| (Dollars inthousands)    |  |  | September  24,2006 |   |         | September  25,  2005 |  |  | %Decrease |
| Local                    |  |  |                    | $ | 54,153  |                      |  |  |           | $ | 56,545  |  |  |  |  |  | 4.2  |  |
| Classified               |  |  |                    |   | 44,207  |                      |  |  |           |   | 46,016  |  |  |  |  |  | 3.9  |  |
| National                 |  |  |                    |   | 4,043   |                      |  |  |           |   | 5,016   |  |  |  |  |  | 19.4 |  |
| Totaladvertisingrevenues |  |  |                    | $ | 102,403 |                      |  |  |           | $ | 107,577 |  |  |  |  |  | 4.8  |  |
|                          |

Local.    Localretail advertising revenues for the third quarter of 2006 decreased 4.2percent as compared to the prior year quarter primarily due to declinesin our Michigan cluster which fell 5.5 percent. Absent ourMichigan cluster, local retail advertising revenues declined 3.7percent, comparing the third quarter of 2006 to the same prior yearperiod.

Classified.    Classified advertising revenuesdecreased 3.9 percent in the third quarter of 2006, as compared to theprior year quarter. Classified real estate advertising revenuesdecreased 2.1 percent for the current quarter despite four of ourclusters reporting increases. An increase of 15.7 percent in ourMid-Hudson cluster was more than offset by declines in our Michigancluster, where real estate advertising decreased 14.1 percent on aquarter-to-quarter basis. Classified employment advertising revenueswere down 5.6 percent for the quarter, despite a significant increasein the New England cluster, largely driven by JobsInTheUs, and a 5.2percent increase in the Cleveland cluster. Increases in classifiedemployment were offset by a decrease of 25.0 percent in our Michigancluster. Classified automotive advertising revenues declined in all ourclusters for the 2006 third quarter, and were down 15.7 percent for thequarter as compared to the prior year quarter, again primarily due todeclines in our Michigan cluster. Classified other advertising revenuesincreased 8.4 percent in the third quarter of 2006, as compared to theprior year quarter, with all seven of our clusters reportingincreases.

National.    National advertising revenues,which represent less than five percent of our advertising revenues,were down 19.4 percent, for the quarter ended September24,  2006, as compared to the prior year quarter. The 2005 periodbenefited from higher levels of national advertising fromtelecommunications providers.

OperatingExpenses:

Salaries and employee benefits.    Salariesand employee benefit expenses were 40.4 percent of our revenues for thethirteen week period ended September  24,  2006, ascompared to 39.5 percent for the thirteen week period endedSeptember  25,  2005. Salaries and employee benefitsdecreased $1.1  million, or 2.0 percent, for the thirteen weekperiod ended September  24,  2006 to $53.2  million,as compared to $54.3  million in the prior year period. Thedecrease in salaries and employee benefits in the current period ascompared to the prior year period is primarily due to lower head countand a decrease in the cost of corporate incentives which were partiallyoffset by the additions of JobsInTheUS and Suburban Lifestyles to thethirteen-week 2006 period. Salaries and employee benefits expenses on asame-store basis declined $2.0  million or 3.7 percent, comparingthe 2006 period to the same prior year period.

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Newsprint, ink and printingcharges.    For the thirteen week period ended September24,  2006, newsprint, ink and printing charges were 9.9 percentof our revenues, as compared to 8.9 percent for the thirteen weekperiod ended September  25,  2005. Newsprint, ink andprinting charges for the thirteen week period ended September24,  2006 increased approximately $0.6  million, or 5.2percent, to $12.9  million as compared to $12.3  millionfor the thirteen week period ended September  25,  2005.Our newsprint expense increased approximately 1.0 percent on asame-store basis, for the thirteen week period ended September24,  2006 as compared to the prior year period, reflecting anincrease in unit cost of approximately 9.0 percent, partially offset bya decrease in consumption of 7.4 percent.

Selling, general andadministrative.    Selling, general and administrative expenseswere 14.5 percent and 13.6 percent of our revenues for thethirteen week periods ended September  24,  2006 andSeptember  25,  2005, respectively. As compared to theprior year period, selling, general and administrative expenses for thethirteen week period ended September  24,  2006 increased$0.4  million, or 2.1 percent, to $19.0  million. Themajority of the increase is related to additional costs at our newacquisitions, JobsInTheUS and Suburban Lifestyles. Excluding increasesdue to acquisitions, selling, general and administrative expenses on asame-store basis, for the thirteen week period ended September24,  2006 were essentially flat compared to the prioryear.

Depreciation and amortization.    Depreciationand amortization expenses were 3.6 percent and 3.4 percentof our revenues for the thirteen week periods ending September24,  2006 and September  25,  2005, respectively.Depreciation and amortization expenses for the thirteen week periodended September  24,  2006 increased approximately$84  thousand, or 1.8 percent, to $4.8million.

Other expenses.    Other expenses, primarilyrelated to promotion, circulation and delivery, were 14.2 percent and13.4 percent of our revenues for the thirteen week periods endedSeptember  24,  2006 and September  25,  2005,respectively. Other expenses increased approximately $0.3million, or 1.8 percent, to $18.7  million as a resultof businesses acquired. Absent operating expenses for acquiredcompanies, other expenses declined $0.4  million on a same storebasis.

Operating income.    Operating income was$23.1  million, or 17.6 percent of our revenues, for the thirteenweek period ended September  24,  2006 as compared to$29.1  million, or 21.2 percent of our revenues, for the thirteenweek period ended September  25,  2005 due to the itemsdescribed above.

Other Income (Expense):

Net. interestand other expense.    Net interest and other expense increasedapproximately $0.9  million, or 9.1 percent, for the thirteenweek period ended September  24,  2006 as compared to thethirteen week period ended September  25,  2005. Interestexpense increased in the thirteen week period ended September24,  2006 as a result of a 9.5 percent increase in the weightedaverage borrowing rate over the previous year period. This rateincrease was partially offset by a decrease in our average outstandingdebt over the prior year.

Provision for incometaxes.    The provision for income taxes decreased byapproximately $2.7  million for the thirteen week period endedSeptember  24,  2006 as compared to the thirteen weekperiod ended September  25,  2005, reflecting a decrease inpretax net income. Our effective tax rate remained comparable to theprior year.

Thirty-nine Week Period Ended September24,  2006 as Compared to the Thirty-nine Week Period EndedSeptember  25,  2005

Summary:

Net income for the thirty-nine week period ended September24,  2006 was $18.8  million, or $0.47 per diluted share,versus $34.4  million, or $0.82 per diluted share, for the periodended September  25,  2005. Our 2006 thirty-nine weekreported net income includes a $2.5  million charge, net ofapplicable taxes, for costs related to a non-recurring,non-compete/separation arrangement (‘‘specialcharge’’) recorded during the second quarter and a$3.4  million charge, net of applicable taxes, related to therepricing of our refinanced credit facility recorded in the firstquarter. Absent these charges, comparable results would have been$24.7  million or $0.62 per diluted share for the thirty-nineweek period ending September  24,  2006.

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Total revenues decreased $12.3million, or 3.0 percent, to $403.5  million for the thirty-nineweek period ended September  24,  2006. Newspaper revenuesfor the thirty-nine weeks ended September  24,  2006 ascompared to the prior year period decreased $12.6  million, or3.1 percent, to $389.4  million. Advertising revenues for thethirty-nine week period ended September  24,  2006decreased $10.6  million, or 3.3 percent, to $314.2million as compared to $324.8  million for the thirty-nine weekperiod ended September  25,  2005. Circulation revenues forthe thirty-nine week period ended September  25,  2005decreased $2.1  million, or 2.7 percent, as compared to the prioryear period. Commercial printing and other revenues for the thirty-nineweeks ended September  24,  2006 increased by $0.4million, or 2.7 percent, to $14.1  million as compared to theprior year period and represented 3.5 percent of our revenues for thethirty-nine weeks ended September  25,  2005.Online revenues, which are included in advertising revenue,for the thirty-nine weeks ended September  24,  2006, were$11.5  million, an increase of 68.6 percent as compared to theprior year period.

Advertising Revenue Performance byCategory:

The following table sets forth our total advertisingrevenues, by category, for the thirty-nine week periods endedSeptember  24,  2006 and September  25,2005:

|                          |  |  |                       |   |         |                      |  |  |           |   |         |  |  |  |  |  |     |  |
|--------------------------|--|--|-----------------------|---|---------|----------------------|--|--|-----------|---|---------|--|--|--|--|--|-----|--|
|                     |  |  | Thirty-nineWeeksEnded |
| (Dollars inthousands)    |  |  | September  24,2006    |   |         | September  25,  2005 |  |  | %Decrease |
| Local                    |  |  |                       | $ | 167,641 |                      |  |  |           | $ | 172,937 |  |  |  |  |  | 3.1 |  |
| Classified               |  |  |                       |   | 132,356 |                      |  |  |           |   | 136,306 |  |  |  |  |  | 2.9 |  |
| National                 |  |  |                       |   | 14,247  |                      |  |  |           |   | 15,585  |  |  |  |  |  | 8.6 |  |
| Totaladvertisingrevenues |  |  |                       | $ | 314,244 |                      |  |  |           | $ | 324,828 |  |  |  |  |  | 3.3 |  |
|                          |

Local.    Localadvertising revenues for the thirty-nine week period of 2006 decreased3.1 percent as compared to the same period of the prior year largelydue to a decrease of 5.3 percent in local advertising revenues in ourMichigan cluster.

Classified.    Classifiedadvertising revenues decreased 2.9 percent in the thirty-nine weekperiod of 2006, as compared to the same thirty-nine week prior yearperiod. Classified real estate advertising revenues increased 2.9percent in the 2006 period as compared to the thirty-nine week periodof last year, with all of our clusters reporting increases. Excludingour Michigan cluster, real estate advertising increased 7.8 percent.Classified employment advertising revenues were down 2.0 percent forthe thirty-nine week period, with a 20.7 percent decrease in ourMichigan cluster. Our Michigan cluster also reported declines inclassified automotive advertising revenues of 17.2 percent and overallour classified automotive advertising revenues were down 16.6 percentfor the thirty-nine week 2006 period as compared to the same prior yearperiod. Classified other advertising revenues increased 4.1percent in the thirty-nine week period of 2006, as compared to theprior year period, with all seven of the Company’s clustersreporting increases.

National.    Nationaladvertising revenues, which represent less than five percent of theCompany’s advertising revenues, were down 8.6 percent for thethirty-nine week period ended September  24,  2006, ascompared to the prior year quarter. Improvements in our Mid-Hudson andMichigan clusters were more than offset by declines in our otherclusters.

Operating Expenses:

Salaries and employeebenefits.    Salaries and employee benefit expenses were 41.4percent of our revenues for the thirty-nine week period endedSeptember  24,  2006, as compared to 39.8 percent for thethirty-nine week period ended September  25,  2005.Salaries and employee benefits increased $1.2  million, or 0.7percent, for the thirty-nine week period ended September24,  2006 to $166.9  million. Excluding increases due toacquisitions, salaries and employee benefits, on a same-store basis,decreased $1.0  million, or 0.6 percent, for the thirty-nineweeks ended September  24,  2006 as compared to the prioryear period. Salaries and benefits on a same-store basis for the 2006period include costs related to the aforementioned special charge of$3.6  million. Absent 

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the special charge, same-store salaries andemployee benefit costs decreased $4.6  million or 2.8percent which was attributable to reductions in headcount, incentivecompensation and medical benefit expenses.

Newsprint, ink andprinting charges.    For the thirty-nine week period endedSeptember  24,  2006, newsprint, ink and printing chargeswere 9.5 percent of our revenues, as compared to 8.8 percent for thethirty-nine week period ended September  25,  2005.Newsprint, ink and printing charges for the thirty-nine week 2006period increased $2.0  million, or 5.5 percent, as compared tothe thirty-nine week 2005 period. Our newsprint expense increased 4.2percent for the thirty-nine week period ended September24,  2006 as compared to the prior year period on a same-storebasis. Excluding the effects of acquisitions, the increase insame-store newsprint expense is due to an increase in unit costs ofapproximately 10.3 percent, partially offset by a 5.4 percent declinein consumption, each on a comparable basis.

Selling, generaland administrative.    Selling, general and administrativeexpenses were 14.7 percent of our revenues for thethirty-nine week periods ended September  24,  2006 and14.4 percent for the thirty-nine week period endedSeptember  25,  2005. As compared to the prior year period,selling, general and administrative expenses for the thirty-nine week2006 period decreased $0.8  million, or 1.3 percent, to$59.2  million from the same prior year period. This decrease wasprimarily due to a reduction of professional fees for costs associatedwith the successful completion of our internal control assessment anddocumentation for compliance with Sarbanes-Oxley 404. These decreaseswere partially offset by costs associated with promotional effortsrelated to our newly acquired internet business, JobsInTheUS and theincurrence of certain costs related to the special charge recorded inthe second quarter of 2006. Excluding costs associated withacquisitions, selling, general and administrative expenses, on asame-store basis, for the thirty-nine week period endedSeptember  24,  2006 decreased $1.9  million, or 3.1percent, as a result of the decrease in costs associated withSarbanes-Oxley 404 and reductions in certain other selling, general andadministrative expenses.

Depreciation andamortization.    Depreciation and amortization expense were 3.5percent and 3.4 percent of our revenues for the thirty-nineweek periods ended September  24,  2006 andSeptember  25,  2005, respectively. Depreciation andamortization expense for the thirty-nine week period endedSeptember  24,  2006 decreased $0.1  million, or 0.7percent, to $14.2  million as compared to the prior yearperiod.

Other expenses.    Other expenses primarilyrelated to promotion, circulation and delivery were 13.7 percent and13.0 percent of our revenues for the thirty-nine week period endedSeptember  24,  2006 and the thirty-nine week period endedSeptember  25,  2005, respectively. Other expensesincreased $1.0  million, or 1.9 percent, to $55.1  millionfor the thirty-nine week period ended September  24,  2006primarily due to costs associated with acquisitions. Excludingacquisitions, other expenses on as same-store basis declined$0.1  million when comparing the thirty-nine week 2006 period tothe prior year.

Operating income.    Operating incomewas $69.7  million, or 17.3 percent of our revenues, for thethirty-nine week period ended September  24,  2006 ascompared to $85.4  million, or 20.5 percent of our revenues, forthe thirty-nine week period ended September  25,  2005.Excluding the special charge, as reported above, comparable resultswould have been $73.8  million for the thirty-nine week periodended September  24,  2006.

Other Income(Expense):

Net interest and other expense.    Netinterest and other expense increased $4.2  million, or14.7 percent, for the thirty-nine week period endedSeptember  24,  2006 as compared to the thirty-nine weekperiod ended September  25,  2005. This increase during thethirty-nine week 2006 period, as compared to the same prior yearperiod, was primarily due to higher interest expense which resultedfrom higher prevailing interest rates. The effects of the higher rateswere partially offset by lower average debt outstanding during the 2006period and a reduction in amortization of fees associated with ourcredit agreements, as a result of the revised borrowing arrangement weentered into in the first quarter of this year.

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Write-off of debt issuancecosts.    In connection with the refinancing of our long-termdebt, as discussed below, $5.7  million, of $3.4  millionnet of taxes, unamortized debt issuance costs related to the old creditfacility was written off in first quarter of 2006 ended March26,  2006.

Provision for income taxes.    Theprovision for income taxes decreased $10.0  million, or45.3 percent, for the thirty-nine week period endedSeptember  24,  2006 as compared to the thirty-nine weekperiod ended September  25,  2005, which was due to adecrease in pretax income. Our effective tax rate for the thirty-nineweek period of both years was 39.03 percent.

Liquidity andCapital Resources

Our operations have historically generatedstrong positive cash flow. We believe that cash flows from operationsand the availability of funds from external sources will be sufficientto fund our ongoing operating needs, capital expenditure requirementsand long-term debt obligations, and will provide us with theflexibility to pay quarterly dividends, finance our acquisitionstrategy and maintain our share repurchase program.

Cashflows from operating activities.    Net cash provided byoperating activities for the thirty-nine week period endedSeptember  24,  2006 was $56.0  million as comparedto $67.0  million for the thirty-nine week period endedSeptember  25,  2005. Current assets were $89.5million and current liabilities were $104.1  million as ofSeptember  24,  2006 as compared to current assets of$90.3  million and current liabilities of $80.5 as ofDecember  25,  2005. The increase in current liabilitiesprimarily reflects a reclassification of $22.5  million ofcurrent debt under our term loans, payable in equal installments onMarch  31,  2007, June  30,  2007 andSeptember  30,  2007. We manage our working capital throughthe utilization of our Revolving Credit Facility. The outstandingbalance on the Revolving Credit Facility is classified as a long-termliability, in accordance with its terms.

Cash flows frominvesting activities.    Net cash used in investing activitieswas $23.0  million for the thirty-nine week period endedSeptember  24,  2006 and includes investments in property,plant and equipment and the purchase of Suburban Lifestyles. Net cashused in investing activities was $8.9  million for thethirty-nine week period ended September  25,  2005, all ofwhich was for property, plant and equipment. We have a capitalexpenditure program of approximately $30.0  million in place for2006, including approximately $10.0  million related to a pressfor our Macomb, Michigan facility. Major capital expenditures for thethirty-nine week period of 2006 were $5.7  million related to theMacomb Press project; $2.8  million for leasehold improvementsand furniture and fixtures for a new leased corporate office inYardley, PA, and $1.9  million for technology related projectsincluding new Web site development. Our 2006 capital expenditureprogram also includes: spending on technology, including prepress andbusiness systems; computer hardware and software; building andleasehold improvements; other machinery and equipment, and vehicles. Wereview our capital expenditure program periodically and modify it asrequired to meet current needs and believe that it is sufficient tomaintain our current level and quality of operations.

Cashflows from financing activities.    Net cash used in financingactivities was $31.5  million for the thirty-nine week periodended September  24,  2006, which includes $15.4million for purchases of our common stock and $11.2  million ofrepayments on long-term debt and capital lease obligations. Net cashused in financing activities was $58.6  million for thethirty-nine week period ended September  25,  2005, ofwhich $46.6  million was used to repay debt. On February16,  2006, we announced that pursuant to Board authorization, wewere continuing our share repurchase program. Repurchases of our commonstock, in the aggregate amount of up to $25.0  million, may bemade in open market or private transactions as market conditionsdictate. At September  30,  2006, we have $11.9million remaining of the $25  million authorized for future sharerepurchases.

On January  25,  2006, we amended andrestated our existing Credit Agreement, dated August  12,2004. Concurrent with this new agreement, we borrowed $625million in Term Loans and $130.5  million in revolving creditloans under the Amended Credit Agreement. These borrowings were usedprimarily to repay term loans and revolving credit loans outstandingunder the former Credit Agreement.

The Amended Credit Agreementis an amendment and restatement of the former Credit Agreement whichwas in effect from August  12,  2004 until January25,  2006 and, therefore, contains 

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substantially similar terms as the formerCredit Agreement. The amortization period for the Term Loans has beenextended and the commitment fees on the currently available and unusedrevolving credit loans have been reduced by 0.125 percentage points andthe interest rates on outstanding loans based on LIBOR have beenreduced by 0.25 percentage points to 0.50 percentage points, subject tothe terms and conditions of the Amended Credit Agreement. Theborrowings currently outstanding under the Amended Credit Agreementbear interest based on either various Libor-based Rates (determineddaily) plus 1.00 percent or the Prime Rate.

In connection withthis refinancing, we wrote-off $5.7  million ($3.4million, net of tax) of deferred debt issuance costs associated withthe former Credit Agreement. This is reflected as a charge against ourearnings in the condensed consolidated statements of income and as anon-cash item in the condensed consolidated statements of cash flowsfor the thirty-nine period ending September  24,  2006.

Pursuant to the terms of the Amended Credit Agreement, we arerequired to maintain specified financial ratios, and are also subjectto specified operational limitations, including, among others,limitations on our ability to incur additional indebtedness, to makecertain fundamental company changes (such as mergers and dispositionsof assets), to authorize dividends and distributions on our capitalstock, and to undertake certain capital expenditures. The borrowingsare fully and unconditionally guaranteed by each of our subsidiaries.We and our guarantor subsidiaries have pledged substantially all of ourassets to secure the borrowings.

We are required under the termsof the Credit Agreement to maintain certain Interest Rate ProtectionAgreements (‘‘IRPAs’’) on a portion of ourdebt to reduce the potential exposure of our future cash flows tofluctuations in variable interest rates. The minimum requirement variesdepending on our Total Leverage Ratio, as defined in the Amended CreditAgreement. Pursuant to these requirements, we maintain and from time totime enter into new IRPAs consisting of (i) interest rate collars thatestablish a base interest rate ceiling and a base interest rate floorand (ii) interest rate swaps in which we exchanges a portion of ourfloating rate debt for fixed rate debt, in each case at no initial costto us.

The Company will be required to pay down the principalamount of the term loan in quarterly installments starting onDecember  29,  2006 and ending with a payment of$340  million on August  12,  2012. Interest andcommitment fees are payable quarterly or at the end of a borrowingperiod, whichever is shorter. The initial availability of $375million of the Revolving Credit Facility under the Amended CreditAgreement is available until August  12,  2012. Uponexpiration of the Revolving Credit Facility, the Company is required torepay or refinance the amounts due to the lenders at that time. As ofSeptember  24,  2006, the maximum availability under theRevolving Credit Facility was $262.8  million, with approximately$86.0  million available based on the terms and covenants of theAmended Credit Agreement. Our weighted average effective interest ratewas approximately 5.8 percent for the thirty-nine week period endedSeptember  24,  2006 and approximately 4.8 percent for thethirty-nine week period ended September  25,  2005.

Reconciliation of Certain Non-GAAP Financial Measures.

Webelieve that the use of certain non-GAAP financial measures enables usand our analysts, investors and other interested parties to evaluateand compare our results from operations and cash resources generatedfrom our business in a more meaningful and consistent manner.Accordingly, this information has been disclosed in this report topermit a more complete comparative analysis of our operatingperformance and capitalization relative to other companies in theindustry and to provide an analysis of operating results using certainprincipal measures used by our chief operating decision makers tomeasure the operating results and performance of us and our operations.We believe the use of EBITDA is appropriate given the generallypredictable cash flow generated by our operations and the short periodof time it takes to convert new orders to cash. EBITDA is also thebasis of certain covenants contained in our Credit Agreement.

All EBITDA figures in this report are non-GAAP financial measures.We define EBITDA as net income plus provision for income taxes, netinterest expense, depreciation, amortization and other non-cash,special or non-recurring charges. For the thirteen week period endedSeptember  24,  2006, 

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EBITDA was $27.9  million as comparedto $33.8  million for the thirteen week period endedSeptember  25,  2005. For the thirty-nine week period endedSeptember  24,  2006, EBITDA was $88.0  million ascompared to $99.6  million for the thirty-nine week period endedSeptember  25,  2005.

These non-GAAP financialmeasures should not be considered as alternatives to GAAP measures ofperformance, such as operating income or net income. In addition, ourcalculations of these measures may or may not be consistent with thecalculations of these measures by other companies. The table belowprovides reconciliations of the differences between: net income andEBITDA for the thirteen and thirty-nine week periods endedSeptember  24,  2006 and September  25,2005.

|                                             |  |  |                     |   |         |                        |  |  |                   |   |         |                     |  |  |  |   |        |   |  |  |  |   |         |   |
|---------------------------------------------|--|--|---------------------|---|---------|------------------------|--|--|-------------------|---|---------|---------------------|--|--|--|---|--------|---|--|--|--|---|---------|---|
|                                        |  |  | Thirteenweeks ended |   |         | Thirty-nine weeksended |
| (Inthousands, except per shareamounts)      |  |  | September 24,2006   |   |         | September 25,2005(1)   |  |  | September24, 2006 |   |         | September25,2005(1) |
| Netincome(1)                                |  |  |                     | $ | 7,270   |                        |  |  |                   | $ | 11,524  |                     |  |  |  | $ | 18,813 |   |  |  |  | $ | 34,395  |   |
| Add:Provision for incometaxes               |  |  |                     |   | 4,587   |                        |  |  |                   |   | 7,251   |                     |  |  |  |   | 12,046 |   |  |  |  |   | 22,022  |   |
| Add:Loss on write-off of debt issuancecosts |  |  |                     |   | — |                        |  |  |                   |   | — |                     |  |  |  |   | 5,662  |   |  |  |  |   | — |   |
| Add:Net interest expense andother           |  |  |                     |   | 11,291  |                        |  |  |                   |   | 10,345  |                     |  |  |  |   | 33,172 |   |  |  |  |   | 28,933  |   |
| Operatingincome                             |  |  |                     |   | 23,148  |                        |  |  |                   |   | 29,120  |                     |  |  |  |   | 69,693 |   |  |  |  |   | 85,350  |   |
| Add:Depreciation andamortization            |  |  |                     |   | 4,769   |                        |  |  |                   |   | 4,685   |                     |  |  |  |   | 14,191 |   |  |  |  |   | 14,293  |   |
| Add:Specialitems(2)                         |  |  |                     |   | — |                        |  |  |                   |   | — |                     |  |  |  |   | 4,078  |   |  |  |  |   | — |   |
| EBITDA                                      |  |  |                     | $ | 27,917  |                        |  |  |                   | $ | 33,805  |                     |  |  |  | $ | 87,962 |   |  |  |  | $ | 99,643  |   |
| EBITDAmargin                                |  |  |                     |   | 21.2    | %                      |  |  |                   |   | 24.6    | %                   |  |  |  |   | 21.8   | % |  |  |  |   | 24.0    | % |
|                                             |

Notes:

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Certain2005 circulation revenue and expense items have been reclassified toconform to the Company's current financial presentation. Theeffect of these reclassifications is to reduce revenues by $0.9million and $2.2  million for the thirteen and thirty-nine weekperiods ended September  25,  2005, respectively, with anequal decrease in operating expenses. In addition, the Company hasreclassified amortization of deferred financing fees from amortizationexpense to interest expense. These reclassifications have no impact onEBITDA or net income. |

|     |                                                                                                                                   |
|-----|-----------------------------------------------------------------------------------------------------------------------------------|
| (2) | Special items relateto a non-recurring charge for a non-compete/separation arrangemententered into with a former seniorexecutive. |

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|               |                                                           |
|---------------|-----------------------------------------------------------|
| Item 3.  | Quantitativeand Qualitative Disclosures About Market Risk |

We are exposed tomarket risk arising from changes in interest rates associated with ourlong-term debt obligations. Our long-term debt is at variable interestrates based on the LIBOR, the Prime Rate or the Federal Funds Rate,plus a certain interest rate spread as defined in the Amended CreditAgreement. To manage our exposure to fluctuations in interest rates asrequired by our Credit Agreement, we enter into certain IRPAs on aportion of our debt, which reduces the effect of changes in variableinterest rates. Our objective with respect to these agreements is forhedging activities and not for trading or speculative activity.

At September  24,  2006, we had Collars in place withrespect to an aggregate notional amount of $325  million of ouroutstanding indebtedness and Swaps with respect to an aggregatenotional amount of $300  million of our outstanding indebtedness.In addition, we had contracts for Collars that have effective datesoccurring in the future with respect to additional notional amounts.See Note 5 of Notes to Condensed Consolidated Financial Statements.There was no initial cost associated with our existing Collar or Swaparrangements. Assuming a 10 percent increase or reduction in variableinterest rates, the annual impact on our pre-tax earnings would beapproximately $4.0  million.

Newsprint, which is theprincipal raw material for our newspapers, is exposed to commodityprice changes. We seek to manage the effects of increases in the priceof newsprint through a combination of, among other things, volumepurchasing, technology improvements, including reductions in page size,inventory management and advertising and circulation priceincreases.

|               |                        |
|---------------|------------------------|
| Item 4.  | Controls andProcedures |

We carried out an evaluation, under the supervisionand with the participation of our management, including our ChiefExecutive Officer and Chief Financial Officer, of the effectiveness ofthe design and operation of our disclosure controls and procedures asof the end of the period covered by this report. Based upon thatevaluation, the Chief Executive Officer and Chief Financial Officerconcluded that our disclosure controls and procedures are effective inalerting them in a timely manner to material information relating toour (including our business consolidated subsidiaries) required to beincluded in our periodic filings with the SEC.

Our disclosurecontrols and procedures are designed to ensure that informationrequired to be disclosed by us in the reports that we file or submitunder the Securities Exchange Act of 1934 are recorded, processed,summarized and reported within the time periods specified in theSEC’s rules and forms. Disclosure controls and proceduresinclude, without limitation, controls and procedures designed to ensurethat information required to be disclosed by us in the reports that wefile under the Exchange Act is accumulated and communicated to ourmanagement, including our Chief Executive Officer and Chief FinancialOfficer, as appropriate to allow timely decisions regarding requireddisclosure.

During fiscal year 2004, we commenced the deploymentof a new suite of software applications in a shared servicesenvironment. The new suite of applications includes: (i) financialapplications, including accounts payable, general ledger, fixed assets,and consolidation and reporting; (ii) circulation managementapplications; and (iii) advertising management applications. Asdeployed, the new software, together with the change to a sharedservices business model, further enhances our internal and disclosurecontrols and our operating efficiencies. As of September24,  2006, the implementation of the financial applications waslargely complete and deployment of the advertising and circulationmanagement applications was underway and is expected to be completed by2008. The implementation of the financial applications has involvedchanges in systems that include internal controls, and accordingly,these changes have required changes to our system of internal controls.We have reviewed each system as it is being implemented and thecontrols affected by the implementation of the new systems and madeappropriate changes to affected internal controls as the new systemswere implemented. We believe that the controls as modified areappropriate and functioningeffectively.

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PARTII.    OTHER INFORMATION

|                |             |
|----------------|-------------|
| Item 1A.  | RiskFactors |

There are no material changes to the risk factorsdescribed in our Annual Report on Form 10-K for the fiscal year endedDecember  25,2005.

|              |                                                            |
|--------------|------------------------------------------------------------|
| Item2.  | Unregistered Sales of Equity Securities and Useof Proceeds |

The following table provides information withrespect to our purchases of Journal Register Company common stockduring the thirty-nine weeks ended September  24,2006.

Purchases of EquitySecurities

|                                         |  |  |                                  |  |           |                                |  |  |                                                                                   |   |         |                                                                                           |  |  |  |  |           |  |  |  |  |   |            |  |
|-----------------------------------------|--|--|----------------------------------|--|-----------|--------------------------------|--|--|-----------------------------------------------------------------------------------|---|---------|-------------------------------------------------------------------------------------------|--|--|--|--|-----------|--|--|--|--|---|------------|--|
| Period                                  |  |  | (a)TotalNumber ofSharesPurchased |  |           | (b)AveragePrice Paid per Share |  |  | (c) Total NumberofShares Purchased as Part of Publicly AnnouncedPlans or Programs |   |         | (d) Approximate Dollar Valueof Shares that May Yet Be Purchased Under the PlansorPrograms |
| December  26,  2005 toJanuary  29,2006  |  |  |                                  |  | 155,500   |                                |  |  |                                                                                   | $ | 15.12   |                                                                                           |  |  |  |  | 155,500   |  |  |  |  | $ | 10,198     |  |
| January30,  2006 to February  26,  2006 |  |  |                                  |  | 82,900    |                                |  |  |                                                                                   | $ | 13.15   |                                                                                           |  |  |  |  | 82,900    |  |  |  |  | $ | 23,920,063 |  |
| February27,  2006 to March  26,2006     |  |  |                                  |  | 345,600   |                                |  |  |                                                                                   | $ | 12.52   |                                                                                           |  |  |  |  | 345,600   |  |  |  |  | $ | 19,594,188 |  |
| TotalFirst Quarter2006                  |  |  |                                  |  | 584,000   |                                |  |  |                                                                                   | $ | 13.30   |                                                                                           |  |  |  |  | 584,000   |  |  |  |  | $ | 19,594,188 |  |
| March27,  2006 to April  30,2006        |  |  |                                  |  | 220,300   |                                |  |  |                                                                                   | $ | 11.58   |                                                                                           |  |  |  |  | 220,300   |  |  |  |  | $ | 17,043,246 |  |
| May1,  2006 to May  28,2006             |  |  |                                  |  | 212,037   |                                |  |  |                                                                                   | $ | 10.83   |                                                                                           |  |  |  |  | 212,037   |  |  |  |  | $ | 14,747,578 |  |
| May29,  2006 to June  25,2006           |  |  |                                  |  | 128,300   |                                |  |  |                                                                                   | $ | 9.83    |                                                                                           |  |  |  |  | 128,300   |  |  |  |  | $ | 13,486,619 |  |
| TotalSecond Quarter2006                 |  |  |                                  |  | 560,637   |                                |  |  |                                                                                   | $ | 10.89   |                                                                                           |  |  |  |  | 560,637   |  |  |  |  | $ | 13,486,619 |  |
| June26,  2006 to July  30,2006          |  |  |                                  |  | 120,900   |                                |  |  |                                                                                   | $ | 8.67    |                                                                                           |  |  |  |  | 120,900   |  |  |  |  | $ | 12,438,838 |  |
| July31,  2006 to August  27,2006        |  |  |                                  |  | 68,500    |                                |  |  |                                                                                   | $ | 7.45    |                                                                                           |  |  |  |  | 68,500    |  |  |  |  | $ | 11,928,390 |  |
| August28,  2006 to September  24,2006   |  |  |                                  |  | —   |                                |  |  |                                                                                   |   | — |                                                                                           |  |  |  |  | —   |  |  |  |  | $ | 11,928,390 |  |
| TotalThird Quarter2006                  |  |  |                                  |  | 189,400   |                                |  |  |                                                                                   | $ | 8.23    |                                                                                           |  |  |  |  | 189,400   |  |  |  |  | $ | 11,928,390 |  |
| TotalYear to Date2006                   |  |  |                                  |  | 1,334,037 |                                |  |  |                                                                                   | $ | 11.57   |                                                                                           |  |  |  |  | 1,334,037 |  |  |  |  | $ | 11,928,390 |  |
|                                         |

Allof the shares included in column (c) above were repurchased pursuant toa program initially announced on January  13,  1999,whereby our Board of Directors authorized the use of up to $100million per year for the repurchase of our Common Stock. OnApril  19,  2005, we announced that, pursuant to Boardauthorization, we were recommencing our share repurchase program forthe repurchase of our common stock in an aggregate amount of up to$30  million. We completed the $30  million sharerepurchase program and on February  16,  2006 again,pursuant to Board authorization, we are continuing our share repurchaseprogram for additional repurchases of our common stock in the aggregateamount of $25  million. There is no expiration date for therepurchase program. Since January  13,  1999, and as ofOctober  20,  2006, we have repurchased an aggregate of10,540,437 shares at an average price of $14.55 per share.

Weconduct our operations through direct and indirect subsidiaries. Ouravailable cash will depend upon the cash flow of our subsidiaries andthe ability of such subsidiaries to make funds available to us in theform of loans, dividends or otherwise. The subsidiaries are separateand distinct legal entities and have no legal obligation, contingent orotherwise, except as required by the Credit Agreement, to make fundsavailable to us, whether in the form of loans, dividends or otherwise.The Credit Agreement is secured by substantially all of our assets andthe Common Stock and assets of 

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|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| Item2.  | Unregistered Sales of Equity Securities and Useof Proceeds (continued) |

our subsidiaries. In addition, oursubsidiaries may, subject to limitations contained in the CreditAgreement, become parties to financing arrangements that may containlimitations on the ability of such subsidiaries to pay dividends or tomake loans or advances to us. In the event of any insolvency,bankruptcy or similar proceeding of a subsidiary, creditors of suchsubsidiary would generally be entitled to priority over us with respectto assets of the affected subsidiary.

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|              |          |
|--------------|----------|
| Item6.  | Exhibits |

|  |            |                                                                               |
|--|------------|-------------------------------------------------------------------------------|
|  | 10.1  | ExcessDeferred Compensation Plan, as amended and restated on October30,  2006 |

|  |            |                                                                                                                                                      |
|--|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 31.1  | Certification ofPrincipal Executive Officer, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002. |

|  |            |                                                                                                                                                      |
|--|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 31.2  | Certification of PrincipalFinancial Officer, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of2002. |

|  |          |                                                                                                                                                                                      |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 32  | Certification of PrincipalExecutive Officer and Principal Financial Officer, pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002. |

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SIGNATURE

Pursuantto the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf bythe undersigned hereunto duly authorized.

Date:November  03,2006                                   JOURNALREGISTER COMPANY

|  | By: /s/ Julie A.Beck                           |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | JulieA. BeckSenior Vice President andChief Financial Officer(signing on behalf of the registrantand as principal financialofficer) |
|--|------------------------------------------------------------------------------------------------------------------------------------|

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