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

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FORM 10-Q

(Mark One)

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

For the quarterly period ended March 27, 2005

OR

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

For the transition period from             to             

Commission File Number: 1-12955

Journal Register Company(Exact Name ofRegistrant as Specified in itsCharter)

|                                                              |  |                                     |  |  |  |  |
|--------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Delaware                                                     |  | 22-3498615                          |
| (State or Other Jurisdiction ofIncorporation orOrganization) |  | (I.R.S. Employer IdentificationNo.) |
| 50 WestState Street, Trenton, New Jersey                     |  | 08608-1298                          |
| (Address of Principal Executive Offices)                     |  | (ZipCode)                           |
|                                                              |

(609) 396-2200(Registrant'sTelephone Number, Including Area Code)

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

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

Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Rule 12b-2 of the ExchangeAct,    Yes       No   

Indicate thenumber of shares outstanding of each of the issuer's classes ofcommon stock, as of the latest practicable date: common stock, $.01 parvalue per share, 41,724,657 shares outstanding (exclusive of treasuryshares) as of May 5,2005.

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JOURNALREGISTER COMPANY INDEX TO FORM 10-Q

|                                                         |  |                                                                                     |  |        |          |        |  |  |  |  |
|---------------------------------------------------------|--|-------------------------------------------------------------------------------------|--|--------|----------|--------|--|--|--|--|
| PARTI.                                                  |  | FINANCIALINFORMATION                                                                |  |   | Page No. |   |
| Item1.                              |  | FinancialStatements (Unaudited):                                                    |  |
|                                                    |  | CondensedConsolidated Balance Sheets                                                |  |   | 1        |   |
|                                                    |  | Condensed Consolidated Statements ofIncome                                          |  |   | 2        |   |
|                                                    |  | Condensed ConsolidatedStatements of Cash Flows                                      |  |   | 3        |   |
|                                                    |  | Notesto Condensed Consolidated Financial Statements                                 |  |   | 4        |   |
| Item 2.         |  | Management's Discussionand Analysis of Financial Condition and Results ofOperations |  |   | 13       |   |
| Item3.                              |  | Quantitative and Qualitative Disclosures About MarketRisk                           |  |   | 22       |   |
| Item 4.                             |  | Controls andProcedures                                                              |  |   | 23       |   |
| PART II.                                                |  | OTHERINFORMATION                                                                    |  |
| Item6.                              |  | Exhibits and Reports on Form 8-K                                                    |  |   | 24       |   |
| Signature                                               |  |                                                                                |  |   | 25       |   |
|                                                         |

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PART I. FINANCIALINFORMATION

Item 1.    Financial Statements

JOURNAL REGISTER COMPANY CONDENSED CONSOLIDATED BALANCESHEETS(Unaudited)

|                                                                                                                               |  |              |           |                 |  |        |           |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------|--|--------------|-----------|-----------------|--|--------|-----------|---------|--|--|
| InthousandsFiscal periodended                                                                                                 |  | March27,2005 |           | December26,2004 |
| **ASSETS:**                                                                                                                   |  |         |      |            |  |   |      |    |
| Currentassets:                                                                                                                |  |         |      |            |  |   |      |    |
| Cash andcash equivalents                                                                                                      |  | $            | 53        |            |  | $      | 51        |    |
| Accountsreceivable, less allowance for doubtful accounts of $8,152 and $8,143,respectively                                    |  |         | 59,186    |            |  |   | 64,116    |    |
| Inventories                                                                                                                   |  |         | 7,985     |            |  |   | 8,244     |    |
| Deferredincome taxes                                                                                                          |  |         | 10,550    |            |  |   | 13,097    |    |
| Othercurrentassets                                                                                                            |  |         | 8,732     |            |  |   | 8,526     |    |
| **Totalcurrentassets**                                                                                                        |  |         | 86,506    |            |  |   | 94,034    |    |
| Property,plant andequipment:                                                                                                  |  |         |      |            |  |   |      |    |
| Land                                                                                                                          |  |         | 14,386    |            |  |   | 14,406    |    |
| Buildingsandimprovements                                                                                                      |  |         | 93,533    |            |  |   | 93,298    |    |
| Machineryandequipment                                                                                                         |  |         | 188,099   |            |  |   | 187,069   |    |
| Constructioninprogress                                                                                                        |  |         | 5,236     |            |  |   | 5,225     |    |
| **Totalproperty, plant andequipment**                                                                                         |  |         | 301,254   |            |  |   | 299,998   |    |
| Lessaccumulateddepreciation                                                                                                   |  |         | (146,218  | )          |  |   | (141,993  | )  |
| **Netproperty, plant andequipment**                                                                                           |  |         | 155,036   |            |  |   | 158,005   |    |
| Intangibleand otherassets:                                                                                                    |  |         |      |            |  |   |      |    |
| Goodwill                                                                                                                      |  |         | 770,964   |            |  |   | 772,683   |    |
| Otherintangible assets, net of accumulated amortization of $9,375 and$8,417,respectively                                      |  |         | 154,407   |            |  |   | 155,365   |    |
| Fairmarket value ofhedges                                                                                                     |  |         | 7,632     |            |  |   | —   |    |
| Otherassets                                                                                                                   |  |         | 2,942     |            |  |   | 3,431     |    |
| **Totalassets**                                                                                                               |  | $            | 1,177,487 |            |  | $      | 1,183,518 |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY:**                                                                                       |  |         |      |            |  |   |      |    |
| Currentliabilities:                                                                                                           |  |         |      |            |  |   |      |    |
| Accountspayable                                                                                                               |  | $            | 17,049    |            |  | $      | 18,513    |    |
| Accruedinterest                                                                                                               |  |         | 4,240     |            |  |   | 4,051     |    |
| Deferredsubscriptionrevenue                                                                                                   |  |         | 15,123    |            |  |   | 14,810    |    |
| Accruedsalaries andvacation                                                                                                   |  |         | 13,043    |            |  |   | 12,418    |    |
| Fair marketvalue of hedges                                                                                                    |  |         | —   |            |  |   | 44        |    |
| Otheraccrued expenses and currentliabilities                                                                                  |  |         | 21,876    |            |  |   | 27,048    |    |
| **Totalcurrentliabilities**                                                                                                   |  |         | 71,331    |            |  |   | 76,884    |    |
| Seniordebt                                                                                                                    |  |         | 761,700   |            |  |   | 778,300   |    |
| Capitallease obligations, net of currentmaturities                                                                            |  |         | 3,595     |            |  |   | 3,647     |    |
| Deferredincometaxes                                                                                                           |  |         | 91,686    |            |  |   | 87,872    |    |
| Accruedretiree benefits and otherliabilities                                                                                  |  |         | 19,217    |            |  |   | 19,256    |    |
| Incometaxespayable                                                                                                            |  |         | 17,218    |            |  |   | 17,239    |    |
| Commitmentsandcontingencies                                                                                                   |  |         |      |            |  |   |      |    |
| Stockholders'equity:                                                                                                          |  |         |      |            |  |   |      |    |
| Common stock, $.01 parvalue per share, 300,000,000 shares authorized, 48,437,581 issuedat March 27, 2005 and December 26,2004 |  |         | 484       |            |  |   | 484       |    |
| Additional paid-incapital                                                                                                     |  |         | 361,256   |            |  |   | 361,369   |    |
| Accumulateddeficit                                                                                                            |  |         | (43,414   | )          |  |   | (50,913   | )  |
|                                                                                                                          |  |         | 318,326   |            |  |   | 310,940   |    |
| Lesstreasury stock 6,419,773 shares and 6,422,340 shares,respectively, atcost                                                 |  |         | (94,683   | )          |  |   | (94,711   | )  |
| Accumulatedother comprehensive loss, net oftax                                                                                |  |         | (10,879   | )          |  |   | (15,395   | )  |
| Unearnedcompensation                                                                                                          |  |         | (24       | )          |  |   | (514      | )  |
| **Stockholders'equity**                                                                                                       |  |         | 212,740   |            |  |   | 200,320   |    |
| **Totalliabilities and stockholders'equity**                                                                                  |  | $            | 1,177,487 |            |  | $      | 1,183,518 |    |
|                                                                                                                               |

Seeaccompanying notes.

1

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JOURNAL REGISTER COMPANY CONDENSEDCONSOLIDATED STATEMENTS OF INCOME(Unaudited)

|                                        |  |                     |         |              |  |        |        |         |  |  |
|----------------------------------------|--|---------------------|---------|--------------|--|--------|--------|---------|--|--|
| Inthousands, except per share data     |  | Thirteen weeksended |
| Fiscal periodended                     |  | March 27, 2005      |         | March28,2004 |
| Revenues:                              |  |                |    |         |  |   |   |    |
| Advertising                            |  | $                   | 102,240 |         |  | $      | 72,677 |    |
| Circulation                            |  |                | 27,070  |         |  |   | 22,501 |    |
| Newspaperrevenues                      |  |                | 129,310 |         |  |   | 95,178 |    |
| Commercialprinting andother            |  |                | 4,599   |         |  |   | 3,980  |    |
| Totalrevenues                          |  |                | 133,909 |         |  |   | 99,158 |    |
| Operatingexpenses:                     |  |                |    |         |  |   |   |    |
| Salaries andemployeebenefits           |  |                | 56,014  |         |  |   | 39,249 |    |
| Newsprint,ink and printingcharges      |  |                | 11,173  |         |  |   | 7,708  |    |
| Selling,general andadministrative      |  |                | 21,708  |         |  |   | 13,474 |    |
| Depreciationandamortization            |  |                | 5,238   |         |  |   | 3,711  |    |
| Other                                  |  |                | 18,949  |         |  |   | 14,841 |    |
| **Totaloperatingexpenses**             |  |                | 113,082 |         |  |   | 78,983 |    |
| Operatingincome                        |  |                | 20,827  |         |  |   | 20,175 |    |
| Net interestexpense andother           |  |                | (8,493  | )       |  |   | (3,335 | )  |
| Incomebefore provision for incometaxes |  |                | 12,334  |         |  |   | 16,840 |    |
| Provision forincometaxes               |  |                | 4,835   |         |  |   | 6,593  |    |
| Netincome                              |  | $                   | 7,499   |         |  | $      | 10,247 |    |
| Netincome per commonshare:             |  |                |    |         |  |   |   |    |
| Basic                                  |  | $                   | 0.18    |         |  | $      | 0.25   |    |
| Diluted                                |  | $                   | 0.18    |         |  | $      | 0.24   |    |
| Weighted-averagesharesoutstanding:     |  |                |    |         |  |   |   |    |
| Basic                                  |  |                | 42,017  |         |  |   | 41,767 |    |
| Diluted                                |  |                | 42,425  |         |  |   | 42,571 |    |
|                                        |

Seeaccompanying notes.

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JOURNAL REGISTER COMPANY CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                 |  |                     |         |               |  |        |         |         |  |  |
|---------------------------------------------------------------------------------|--|---------------------|---------|---------------|--|--------|---------|---------|--|--|
| Inthousands                                                                     |  | Thirteen weeksended |
| Fiscal periodended                                                              |  | March 27, 2005      |         | March28, 2004 |
| Cash flows fromoperating activities:                                            |  |                |    |          |  |   |    |    |
| Netincome                                                                       |  | $                   | 7,499   |          |  | $      | 10,247  |    |
| Adjustments toreconcile net income to net cash provided by operatingactivities: |  |                |    |          |  |   |    |    |
| Provision for losseson accountsreceivable                                       |  |                | 1,026   |          |  |   | 843     |    |
| Depreciationandamortization                                                     |  |                | 5,238   |          |  |   | 3,711   |    |
| Increase indeferred incometaxes                                                 |  |                | 3,231   |          |  |   | 1,694   |    |
| Decrease inaccountsreceivable                                                   |  |                | 3,917   |          |  |   | 417     |    |
| (Decrease)increase in accountspayable                                           |  |                | (1,464  | )        |  |   | 146     |    |
| Other,net                                                                       |  |                | (1,181  | )        |  |   | 3,394   |    |
| Netcash provided by operatingactivities                                         |  |                | 18,266  |          |  |   | 20,452  |    |
| Cashflows from investingactivities:                                             |  |                |    |          |  |   |    |    |
| Net additions toproperty, plant andequipment                                    |  |                | (1,612  | )        |  |   | (2,053  | )  |
| Purchasesofbusinesses                                                           |  |                | — |          |  |   | (507    | )  |
| Netcash used in investingactivities                                             |  |                | (1,612  | )        |  |   | (2,560  | )  |
| Cashflows from financingactivities:                                             |  |                |    |          |  |   |    |    |
| Payments oflong-termdebt                                                        |  |                | (16,600 | )        |  |   | (22,945 | )  |
| Payments oncapital leaseobligations                                             |  |                | (52     | )        |  |   | — |    |
| Proceedsfrom exercise of stockoptions                                           |  |                | — |          |  |   | 5,053   |    |
| Netcash used in financingactivities                                             |  |                | (16,652 | )        |  |   | (17,892 | )  |
| Increasein cash and cashequivalents                                             |  |                | 2       |          |  |   | — |    |
| Cash and cashequivalents, beginning ofperiod                                    |  |                | 51      |          |  |   | 31      |    |
| Cashand cash equivalents, end ofperiod                                          |  | $                   | 53      |          |  | $      | 31      |    |
| Supplementaldisclosures of cash flowinformation:                                |  |                |    |          |  |   |    |    |
| Cash paidduring the periodfor:                                                  |  |                |    |          |  |   |    |    |
| Interest                                                                        |  | $                   | 7,805   |          |  | $      | 3,438   |    |
| Incometaxes                                                                     |  | $                   | 1,251   |          |  | $      | 551     |    |
| Supplementaldisclosures of non-cash activities:                                 |  |
| Comprehensive income – mark-to-marketadjustments, net oftax               |  | $                   | 4,516   |          |  | $      | 220     |    |
|                                                                                 |

Seeaccompanying notes.

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(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 daily andnon-daily newspapers serving markets in Greater Philadelphia, Michigan,Connecticut, the Greater Cleveland area of Ohio, Central New Englandand the Capital-Saratoga and Mid-Hudson regions of New York. TheCompany also owns and manages commercial printing operations inConnecticut and Pennsylvania. In addition, the Company currentlyoperates 195 individual Web sites featuring the Company's dailynewspapers and non-daily publications.

The Company hasauthorized 1,000,000 shares of Preferred Stock, none of which wereissued or outstanding during the periods for which the financialstatements are presented.

The condensed consolidated interimfinancial statements included herein have been prepared by the Company,without audit, in accordance with accounting principles generallyaccepted in the United States ("GAAP") andpursuant to the rules and regulations of the Securities and ExchangeCommission. The condensed consolidated interim financial statements donot include all of the information and footnote disclosure required byGAAP for complete financial statements. In the opinion of theCompany's management, the accompanying unaudited condensedconsolidated financial statements contain all material adjustments(consisting only of normal recurring accruals) necessary to presentfairly its financial position as of March 27, 2005 and December 26,2004 and the results of its operations and cash flows for the thirteenweek periods ended March 27, 2005 and March 28, 2004. These financialstatements should be read in conjunction with the December 26, 2004audited Consolidated Financial Statements and Notes thereto. Theinterim operating results are not necessarily indicative of the resultsto be expected for an entire year.

2.    Earnings Per CommonShare

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

|                                       |  |                     |        |                |  |        |        |        |  |  |
|---------------------------------------|--|---------------------|--------|----------------|--|--------|--------|--------|--|--|
|                                  |  | Thirteenweeks ended |
| (Inthousands)                         |  | March 27,2005       |        | March 28, 2004 |
| Weighted-average shares– basic  |  |                | 42,017 |           |  |   | 41,767 |   |
| Effectof dilutivesecurities:          |  |                |   |           |  |   |   |   |
| Employee stockoptions                 |  |                | 408    |           |  |   | 804    |   |
| Weighted-averageshares –diluted |  |                | 42,425 |           |  |   | 42,571 |   |
|                                       |

Optionsto purchase approximately 2.4 million shares of common stock at a rangeof $18.51 to $22.50 per share were outstanding during the thirteen weekperiod ended March 27, 2005, but were not included in the computationof diluted earnings per share for such period because the exerciseprices were greater than the average market price of the common sharesduring such period. Similarly, options to purchase 2.2 million sharesof common stock at a range of $21.00 to $22.50 were outstanding duringthe thirteen week period ended March 28, 2004, but were not included inthe 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 such period.

3.    Stock-Based Compensation Costs

In December 2002,the Financial Accounting Standards Boards("FASB") issued Statement of FinancialAccounting Standards ("SFAS") No. 148,"Accounting for Stock-Based Compensation –Transition and Disclosure," to provide alternative methodsof transition for a voluntary change to the fair 

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(Unaudited)

value method of accounting for stock-basedemployee compensation. In addition, SFAS No. 148 amends the disclosurerequirements of SFAS No. 123, "Accounting for Stock-BasedCompensation," to require more prominent disclosures inboth annual and interim financial statements about the method ofaccounting for stock-based employee compensation and the effect of themethod used on reported results. The Company elected to continue tofollow the intrinsic value method of accounting as prescribed byAccounting Principles Board Opinion No. 25, "Accountingfor Stock Issued to Employees" ("APB25") and related interpretations in accounting for itsemployee stock options. SFAS No. 148 did not require the Company tochange to the fair value based method of accounting for stock-basedcompensation.

For purposes of pro forma disclosures, theestimated fair value of the options is amortized to expense over thevesting period for such options. The Company's quarterly proforma information, had compensation costs for the Company's stockoption plans been determined in accordance with SFAS No. 123, is asfollows:

|                                                                                                                                          |  |                     |       |               |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------|-------|---------------|--|--------|---------|---------|--|--|
| (Inthousands, except per share amounts)                                                                                                  |  | Thirteen weeksended |
| Fiscal periodended                                                                                                                       |  | March 27, 2005      |       | March28, 2004 |
| Net income:                                                                                                                              |  |
| Asreported                                                                                                                               |  | $                   | 7,499 |          |  | $      | 10,247  |    |
| Add: Stock-based employee compensation expense includedin reported net income, net of related taxeffects                                 |  |                | 227   |          |  |   | — |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of related taxeffects |  |                | (732  | )        |  |   | (481    | )  |
| Proforma netincome                                                                                                                       |  | $                   | 6,994 |          |  | $      | 9,766   |    |
| Netincome per share:                                                                                                                     |  |
| Asreported:                                                                                                                              |  |
| Basic                                                                                                                                    |  | $                   | 0.18  |          |  | $      | 0.25    |    |
| Diluted                                                                                                                                  |  | $                   | 0.18  |          |  | $      | 0.24    |    |
| Proforma:                                                                                                                                |  |
| Basic                                                                                                                                    |  | $                   | 0.17  |          |  | $      | 0.23    |    |
| Diluted                                                                                                                                  |  | $                   | 0.16  |          |  | $      | 0.23    |    |
|                                                                                                                                          |

4.    Acquisitions

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

From September 1993 through March27, 2005, the Company completed 30 strategic acquisitions (includingthose described below), acquiring 18 daily newspapers, 294 non-dailypublications and four commercial printing companies. Three of the fourcommercial printing facilities owned by the Company print a number ofthe Company's non-daily publications and the fourth is a premiumquality sheet-fed printing company.

On August 12, 2004, theCompany completed the acquisition of 21st CenturyNewspapers, Inc., a privately-held operator of one of the largestnewspaper clusters in the United States. Located in Michigan,21st Century owns four daily newspapers with combinedaverage daily net paid circulation of approximately 132,000 andcombined average Sunday net paid circulation of approximately 177,000,and 85 non-daily publications with approximately 1.5 million non-dailydistribution. The 21st Century newspaper 

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(Unaudited)

cluster is the Company's second largestcluster based on revenues, with the largest being the Company'sGreater Philadelphia cluster. The Oakland Press and TheMacomb Daily, two of 21st Century's dailynewspapers, are the Company's second and third largestnewspapers, respectively, with the New Haven Register remainingthe Company's flagship and largest newspaper.

The purchaseprice for the acquisition, including transaction costs, wasapproximately $424 million, including the $415 million purchase pricenegotiated with and payable to the seller. The purchase price wasfinanced with borrowings under a Credit Agreement, dated as of August12, 2004, between the Company, the lenders party thereto and JPMorganChase Bank, as administrative agent (the "CreditAgreement"). The portion of the purchase price in excessof $415 million consisted of direct acquisition costs and certain costsincurred or expected to be incurred in connection with the integrationand consolidation of 21st Century's operations.

The Company is in the process of finalizing the valuation of thebusiness, and the allocation of the purchase price is therefore subjectto potential adjustment. There is no tax deductible goodwill resultingfrom the Company's acquisition of 21st Century. Thepurchase price allocation for 21st Century, as of March 27,2005, is as follows (in thousands):

|                                               |  |        |         |        |  |  |
|-----------------------------------------------|--|--------|---------|--------|--|--|
| Current assets, net of cashacquired of $1,901 |  | $      | 20,552  |   |
| Property,plant and equipment, net             |  |   | 32,163  |   |
| Goodwill                                      |  |   | 280,617 |   |
| Intangible andother long-term assets          |  |   | 129,421 |   |
| Otherassets                                   |  |   | 163     |   |
| Totalassets acquired                          |  |   | 462,916 |   |
| Current liabilities                           |  |   | 19,580  |   |
| Non-current liabilities                       |  |   | 19,683  |   |
| Total liabilitiesassumed                      |  |   | 39,263  |   |
| Netassets acquired                            |  | $      | 423,653 |   |
|                                               |

The following table presents (i) theunaudited consolidated results of operations of the Company for thethirteen weeks ended March 27, 2005 and (ii) the unaudited pro formaconsolidated results of operations of the Company for the thirteenweeks ended March 28, 2004 as though the 21st Centuryacquisition occurred on the first day of such period:

|                                        |  |                     |         |               |  |        |         |        |  |  |
|----------------------------------------|--|---------------------|---------|---------------|--|--------|---------|--------|--|--|
| (Inthousands, except per shareamounts) |  |
|                                   |  | Thirteen Weeksended |
|                                   |  | March 27,2005       |         | March 28,2004 |
|                                   |  |                |         | (Proforma)    |
| Netrevenues                            |  | $                   | 133,909 |          |  | $      | 132,980 |   |
| Netincome                              |  | $                   | 7,499   |          |  | $      | 9,912   |   |
| Net income pershare:                   |  |                |    |          |  |   |    |   |
| Basic                                  |  | $                   | 0.18    |          |  | $      | 0.24    |   |
| Diluted                                |  | $                   | 0.18    |          |  | $      | 0.24    |   |
|                                        |

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

The Company completed three other acquisitions during2004. On January 28, 2004, the Company completed the acquisition ofO Jornal, a weekly Portuguese-language newspaper based in FallRiver, 

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(Unaudited)

Massachusetts, with circulation ofapproximately 14,300 serving more than 30 communities in Massachusettsand Rhode Island. On May 4, 2004, the Company completed the acquisitionof the assets of Mohawk Valley Media, a group of non-daily publicationsbased in Rome, New York serving Rome and neighboring communities. OnOctober 4, 2004, the Company acquired the assets of Berks-MontNewspapers, Inc., a privately held non-daily newspaper group, based inBoyertown, Pennsylvania. These three acquisitions were not materialeither individually or in the aggregate.

During the quarterended March 27, 2005 the Company incurred expenses of approximately$315,000, net of a tax effect of approximately $203,000, related to apotential acquisition that the Company did not consummate. Theseexpenses are included under the caption "Net interestexpense and other" on the Condensed ConsolidatedStatements of Income.

5.    Debt and Interest RateDerivatives

The Credit Agreement provides for (i) two securedterm loan facilities ("Term Loan A" and"Term Loan B" or collectively, the"Term Loans"), with Term Loan A having a faceamount of $275 million and Term Loan B having a face amount of $350million, and (ii) a secured revolving credit facility (the"Revolving Credit Facility") of $425 million.The Credit Agreement also provides for an uncommitted, multiple drawterm loan facility (the "IncrementalFacility") in the amount of up to $500 million, aspermitted by the administrative agent, to be repaid under conditionsprovided for in the Credit Agreement.   To date, the Company hasnot drawn down on the Incremental Facility. As of March 27, 2005, themaximum availability under the Revolving Credit Facility was $283million (including the impact of $5.4 million in outstanding letters ofcredit issued under the Credit Agreement), with approximately $170million currently available based on the terms of the CreditAgreement.

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

The amountsoutstanding under the Credit Agreement bear interest at (i) 1.5 percentto 0.625 percent above LIBOR (as defined in the Credit Agreement) or(ii) 0.25 percent to 0 percent above the higher of (a) the Prime Rate(as defined in the Credit Agreement) or (b) 0.5 percent above theFederal Funds Rate (as defined in the Credit Agreement). The interestrate spreads ("the applicable margins") aredependent upon the ratio of the Company's debt to trailing fourquarters Cash Flow (as defined in the Credit Agreement) and are reducedor increased as such ratio declines or increases, respectively. Theestimated fair value of the Term Loans and Revolving Credit Facilityapproximates their carrying value.

A commitment fee is incurredon the average daily-unused portion of the Revolving Credit Facility,payable quarterly in arrears, at a percentage that varies from 0.375percent to 0.250 percent per annum based on the quarterly calculationof the Company's Total Leverage Ratio (as defined in the CreditAgreement). At March 27, 2005, the Company's commitment fee was0.375 percent.

7

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(Unaudited)

The Company's long-term debt as ofMarch 27, 2005 and December 26, 2004 was comprised of thefollowing:

|                                          |  |               |         |                   |  |        |         |        |  |  |
|------------------------------------------|--|---------------|---------|-------------------|--|--------|---------|--------|--|--|
| (Inthousands)                            |  | March 27,2005 |         | December 26, 2004 |
| Term LoanA                               |  | $             | 275,000 |              |  | $      | 275,000 |   |
| Term LoanB                               |  |          | 350,000 |              |  |   | 350,000 |   |
| Revolving CreditFacility                 |  |          | 136,700 |              |  |   | 153,300 |   |
| TotalLong-Term Debt                      |  |          | 761,700 |              |  |   | 778,300 |   |
| Less:CurrentPortion                      |  |          | — |              |  |   | — |   |
| TotalLong-term debt, less currentportion |  | $             | 761,700 |              |  | $      | 778,300 |   |
|                                          |

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

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

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

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

The Term Loans and RevolvingCredit Facility are secured by substantially all of the assets of theCompany and the common stock and assets of the Company'ssubsidiaries. The Term Loans and Revolving Credit Facility requirecompliance with certain covenants, including the maintenance of certainfinancial ratios, which may restrict, among other things, theCompany's ability to declare dividends, repurchase Company stock,incur additional indebtedness, create liens, sell assets, consummatemergers and make capital expenditures, investments and acquisitions. Asof March 27, 2005, the Company was in compliance with the financialcovenants contained in the Credit Agreement.

In addition, underthe terms of the Company's Credit Agreement, under certaincircumstances the Company may be required to prepay a portion of theTerm Loans and any loans under an Incremental Facility in an amountequal to (i) excess net proceeds from the sale of newspaper propertiesthat are not reinvested within at least 365 days or (ii) 50 percent ofexcess cash flow, as defined in the Credit Agreement, provided thatthere will be no prepayment of excess cash flow required in any yearwhere the Company's leverage is equal to or less than 5.00 to1.

In accordance with the requirements of the Credit Agreement,the Company is required to maintain certain Interest Rate ProtectionAgreements ("IRPAs") on a portion of its debtto reduce the potential exposure of the Company's future cashflows to fluctuations in variable interest rates. The minimumrequirement varies depending on the Company's Total LeverageRatio (as defined in the Credit Agreement).

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(Unaudited)

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

Interest RateCollars.    Pursuant to the terms of the Collars, in the event90-day LIBOR exceeds the Cap, the Company will receive cash from theissuers to compensate for the rate in excess of the Cap. If the 90-dayLIBOR is lower than the floor, the Company will pay cash to the issuersto compensate for the rate below the floor. Each of the Collars is fora fixed notional amount, as set forth in the chart below. As of March27, 2005, the aggregate notional amount of outstanding Collars ineffect was $300 million.

The following table summarizes theCompany's existing Collars and contracts for Collars that have aneffective date occurring in the future, in each case at March 27,2005:

|                 |  |         |  |           |  |                |  |           |  |  |  |  |  |  |  |  |  |  |
|-----------------|--|---------|--|-----------|--|----------------|--|-----------|--|--|--|--|--|--|--|--|--|--|
| EffectiveDate   |  | CAP (%) |  | Floor (%) |  | NotionalAmount |  | Term      |
| August20,2004   |  | 4.5     |  | 2.05      |  | $50million     |  | 2 years   |
| October 29,2004 |  | 4.5     |  | 2.08      |  | $100 million   |  | 2years    |
| January 292005  |  | 4.5     |  | 2.38      |  | $50 million    |  | 2years    |
| January 29,2005 |  | 4.5     |  | 2.47      |  | $100 million   |  | 2years    |
| January 29,2007 |  | 6.0     |  | 3.39      |  | $100 million   |  | 2.75years |
|                 |

Interest Rate Swaps.    Pursuant tothe terms of the Swaps, in the event 90-day LIBOR exceeds the fixedinterest rate, the Company will receive cash from the issuers tocompensate for the rate in excess of the fixed rate. If the 90-dayLIBOR is lower than the fixed rate, the Company will pay cash to theissuers to compensate for the rate below the fixed rate. As of March27, 2005 the aggregate notional amount of existing Swaps in effect was$50 million.

The following table summarizes the Company'sexisting Swaps and executed contracts for Swaps not yet effective, ineach case at March 27, 2005:

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

|  |  |                                                             |
|--|--|-------------------------------------------------------------|
|  |  | (1) Represents theaverage of an amortizing notional amount. |

6.    Comprehensive Income

The components ofcomprehensive income for the thirteen weeks ended March 27, 2005 andMarch 28, 2004 are asfollows:

|                                                                                        |  |                     |        |                |  |        |         |         |  |  |  |  |  |  |
|----------------------------------------------------------------------------------------|--|---------------------|--------|----------------|--|--------|---------|---------|--|--|--|--|--|--|
|                                                                                   |  | Thirteenweeks ended |        |
| (Inthousands)                                                                          |  | March 27,2005       |        | March 28, 2004 |  |
| Netincome                                                                              |  | $                   | 7,499  |           |  | $      | 10,247  |    |  |
| Reclassificationof unrealized gains on fully effective hedges to net income, net oftax |  |                | 69     |           |  |   | 423     |    |  |
| Net change in fair valueof fully effective hedges, net oftax                           |  |                | 4,465  |           |  |   | (203    | )  |  |
| Mark to marketadjustment of investments, net oftax                                     |  |                | (18    | )         |  |   | — |    |  |
| Comprehensiveincome                                                                    |  | $                   | 12,015 |           |  | $      | 10,467  |    |  |
|                                                                                        |

Accumulatedother comprehensive loss, net of tax, as of March 27, 2005 and December26, 2004 was approximately $10.9 million and $15.4 million,respectively. These balances primarily consist of net losses fromchanges in the fair value of the Company's minimum pensionliabilities and IRPAs.

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(Unaudited)

7.    Intangible and Other Assets

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

Changes in the carrying amounts of intangibleassets are asfollows:

|                                              |  |                     |         |                         |  |        |         |         |  |                         |         |        |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|----------------------------------------------|--|---------------------|---------|-------------------------|--|--------|---------|---------|--|-------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                         |  | Asof March 27, 2005 |         | As of December 26,2004  |
| (Inthousands)                                |  | Gross               |         | AccumulatedAmortization |  | Net    |         | Gross   |  | AccumulatedAmortization |         | Net    |
| Intangibleassets subject toamortization:     |  |                |    |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |   |    |   |
| Customerand subscriberlists                  |  | $                   | 9,657   |                    |  | $      | (6,352  | )  |  | $                       | 3,305   |   |  | $      | 9,657   |   |  | $      | (5,934  | )  |  | $      | 3,723   |   |
| Non-competecovenants                         |  |                | 4,317   |                    |  |   | (2,001  | )  |  |                    | 2,316   |   |  |   | 4,317   |   |  |   | (1,832  | )  |  |   | 2,485   |   |
| Debtissuancecosts                            |  |                | 11,908  |                    |  |   | (930    | )  |  |                    | 10,978  |   |  |   | 11,908  |   |  |   | (559    | )  |  |   | 11,349  |   |
| Total                                        |  |                | 25,882  |                    |  |   | (9,283  | )  |  |                    | 16,599  |   |  |   | 25,882  |   |  |   | (8,325  | )  |  |   | 17,557  |   |
| Intangibleassets not subject toamortization: |  |                |    |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |   |    |   |
| Goodwill                                     |  |                | 834,174 |                    |  |   | (63,210 | )  |  |                    | 770,964 |   |  |   | 835,893 |   |  |   | (63,210 | )  |  |   | 772,683 |   |
| Mastheads                                    |  |                | 137,900 |                    |  |   | (92     | )  |  |                    | 137,808 |   |  |   | 137,900 |   |  |   | (92     | )  |  |   | 137,808 |   |
| Total                                        |  |                | 972,074 |                    |  |   | (63,302 | )  |  |                    | 908,772 |   |  |   | 973,793 |   |  |   | (63,302 | )  |  |   | 910,491 |   |
| TotalGoodwill and other intangibleassets     |  | $                   | 997,956 |                    |  | $      | (72,585 | )  |  | $                       | 925,371 |   |  | $      | 999,675 |   |  | $      | (71,627 | )  |  | $      | 928,048 |   |
|                                              |

Identifiableintangible assets include customer and subscriber lists, non-competecovenants, and debt issuance costs, which have an estimable useful lifeand are amortizable on a straight-line basis over their useful lives.Indefinite-lived intangible assets include goodwill and mastheads,which are not amortizable. Mastheads are included in other intangibleassets on the balance sheet. For the thirteen weeks ended March 27,2005 and March 28, 2004, amortization expense for intangible assets wasapproximately $958,000 and $346,000, respectively. Estimatedamortization expense for identifiable intangible assets and otherassets is as follows (in thousands):

|            |  |        |       |        |  |  |
|------------|--|--------|-------|--------|--|--|
| 2005       |  | $      | 3,570 |   |
| 2006       |  |   | 3,124 |   |
| 2007       |  |   | 2,447 |   |
| 2008       |  |   | 1,938 |   |
| 2009       |  |   | 1,900 |   |
| Thereafter |  |   | 4,578 |   |
|            |

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(Unaudited)

The changes in the carrying amount ofgoodwill during the thirteen weeks ended March 27, 2005 and the fiscalyear ended December 26, 2004 are asfollows:

|                                   |  |               |         |                   |  |        |         |         |  |  |
|-----------------------------------|--|---------------|---------|-------------------|--|--------|---------|---------|--|--|
| (Inthousands)                     |  | March 27,2005 |         | December 26, 2004 |
| Beginningbalance                  |  | $             | 772,683 |              |  | $      | 491,833 |    |
| Goodwillacquired during theperiod |  |          | — |              |  |   | 284,111 |    |
| Adjustments                       |  |          | (1,719  | )            |  |   | (3,261  | )  |
| Endingbalance                     |  | $             | 770,964 |              |  | $      | 772,683 |    |
|                                   |

8.    Pensionand Other Post-retirement Benefits

Net Periodic Benefit Costfor the thirteen week periods ended March 27, 2005 and March 28, 2004included the followingcomponents:

|                                        |  |                 |        |                               |  |        |        |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------|--|-----------------|--------|-------------------------------|--|--------|--------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                   |  | PensionBenefits |        | Other Post-RetirementBenefits |
| (Inthousands)                          |  | 2005            |        | 2004                          |  | 2005   |        | 2004    |
| Componentsof Net Periodic BenefitCost: |  |            |   |                          |  |   |   |    |  |   |    |    |  |   |    |    |
| ServiceCost                            |  | $               | 699    |                          |  | $      | 557    |    |  | $      | 5       |    |  | $      | — |    |
| InterestCost                           |  |            | 1,565  |                          |  |   | 1,478  |    |  |   | 66      |    |  |   | 61      |    |
| ExpectedReturn on PlanAssets           |  |            | (2,066 | )                        |  |   | (1,804 | )  |  |   | — |    |  |   | — |    |
| Amortizationof:                        |  |            |   |                          |  |   |   |    |  |   |    |    |  |   |    |    |
| PriorServiceCost                       |  |            | (88    | )                        |  |   | (89    | )  |  |   | (17     | )  |  |   | (23     | )  |
| (Gain)/Loss                            |  |            | 387    |                          |  |   | 490    |    |  |   | (121    | )  |  |   | (77     | )  |
| NetPeriodic BenefitCost                |  | $               | 497    |                          |  | $      | 632    |    |  | $      | (67     | )  |  | $      | (39     | )  |
|                                        |

TheCompany currently expects to contribute an aggregate of approximately$200,000 to its defined benefit pension plans in 2005. For the postretirement health and life insurance plans, the Company currentlyexpects to contribute approximately $431,000 in fiscal year 2005.During the thirteen weeks ended March 27, 2005, approximately $52,000and $60,000 had been contributed by the Company to the Companysponsored defined benefit pension plans and post-retirement health andlife insurance plans, respectively.

On December 8, 2003, thePresident signed into law the Medicare Prescription Drug, Improvementand Modernization Act of 2003 (the "Act").The Act provides for an expansion of Medicare, primarily adding aprescription drug benefit for Medicare eligible-retirees starting in2006. The Act also provides a federal subsidy to sponsors that providea benefit that is at least actuarial equivalent to Medicare Part D.Final regulations that define actuarial equivalency were not issueduntil January 2005. However, the Company has made a preliminarydetermination that the effects of the Act on medical obligations andcosts reported would be immaterial. Therefore, the Company'sretiree medical obligations and costs reported do not reflect anyimpact associated with the legislation.

9.    Recently IssuedAccounting Standards

In December 2004, the FASB issued SFASNo.123 (revised 2004), "Share-Based Payment"("SFAS 123(R)"), which replaces SFASNo.123, "Accounting for Stock-BasedCompensation" ("SFAS123") and supercedes APB 25. SFAS 123(R) requires allshare-based payments to employees, including grants of employee stockoptions, to be recognized in the financial statements based on theirfair values. The pro forma disclosures previously permitted under SFAS123 will no longer be an alternative 

11

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JOURNAL REGISTERCOMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch 27, 2005(Unaudited)

to financial statement recognition. In April2005, the U.S. Securities and Exchange Commission (the"SEC") announced a deferral of the effectivedate of FAS 123(R) until the first interim or annual reporting periodof the registrant's first fiscal year beginning on or after June15, 2005. See "Stock-Based CompensationCosts" above in Note  3 of Notes to CondensedConsolidated Financial Statements for the pro forma net income and proforma net income per share amounts for the thirteen week periods endedMarch 27, 2005 and March 28, 2004, which reflects the pro forma impacton the Company pursuant to a fair-value-based method similar to themethods required under SFAS  123(R) to measure compensationexpense for employee stock incentive awards. The Company has not yetdetermined the method of adoption or the effect of adopting SFAS123(R), nor has the Company determined whether the adoption will resultin amounts that are similar to the current pro forma disclosures underSFAS 123.

10.    Subsequent Events

On April 19, 2005,the Company announced that, pursuant to a previous Board authorization,it is recommencing its share repurchase program. Repurchases of theCompany's Common Stock, in an aggregate amount of up to $30million, may be made from time to time in open market or privatetransactions as market conditionsdictate.

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations

General

TheCompany's principal business is publishing newspapers in theUnited States, and its publications are primarily daily and non-dailynewspapers. The Company's revenues are derived primarily fromadvertising, paid circulation and commercial printing.

As ofMarch 27, 2005, the Company owned and operated 27 daily newspapers and338 non-daily publications strategically clustered in seven geographicareas: Greater Philadelphia; Michigan; Connecticut; the GreaterCleveland area of Ohio; Central New England; and the Capital-Saratogaand Mid-Hudson regions of New York. The Company has total paid dailycirculation of approximately 653,000, total paid Sunday circulation ofapproximately 700,000 and total non-daily distribution of approximately5 million.

The principal elements of the Company'sstrategy are to: (i) expand advertising revenues and readership; (ii)grow by acquisition; (iii) capture synergies from geographicclustering; and (iv) implement consistent operating policies andstandards.

As part of its strategy, the Company focuses onincreasing advertising and circulation revenues and expandingreadership at its existing and newly acquired properties. The Companyhas also developed certain operating policies and standards, which itbelieves have resulted in significant improvements in the cash flow andprofitability of its existing and acquired newspapers, including: (i)focusing on local content; (ii) maintaining and improving productquality; (iii) enhancing distribution; and (iv) promoting communityinvolvement.

The Company is a leader in executing its clusteringstrategy. The Company believes that its clustering strategy createssignificant synergies and cost savings within each cluster, includingcross-selling of advertising, centralized news gathering andconsolidation of printing, production and back office activities. TheCompany also believes that its clustering strategy enables it toimprove print quality and distribution, introduce new products andservices in a cost-effective manner and increase readership. Inaddition, clustering enables the Company's advertisers to expandtheir reach and target their message both geographically anddemographically.

The Company's revenues are derived fromadvertising, paid circulation (including subscription sales and singlecopy sales) and commercial printing and other activities. Advertisingrevenues are comprised of three basic categories: retail, classifiedand national. The Company's advertiser base is predominantlylocal. The Company's newspapers seek to produce desirable resultsfor local advertisers by targeting readers based on certain geographicand demographic characteristics. The Company also seeks to increaseoverall readership, and thereby generate traffic for its advertisers,by focusing on high product quality, compelling and often proprietarylocal content and creative and interactive promotions.

TheCompany's advertising revenues are derived primarily from a broadgroup of local advertisers. No single advertiser accounted for morethan one percent of the Company's total fiscal year 2004revenues. The Company's management believes that its advertisingrevenues tend to be relatively stable because its newspapers rely on abroad base of local retail and local classified advertising, ratherthan the generally more volatile national and major accountadvertising. However, the Company's advertising revenues aresusceptible to economic swings, particularly those that affect thelocal economies in the markets in which the Company operates, and canbe difficult to predict.

In addition, the Company is committedto expanding its business through its Internet initiatives. Onlinerevenues of $2.0 million are included in advertising revenues for thethirteen week period ended March 27, 2005 and constituted approximately1.9 percent of total advertising revenues during the period. TheCompany's online objective is to make its Websites, all of whichare accessible through www.journalregister.com, the local informationportal for their respective markets by establishing such Websites asthe indispensable source of useful and reliable community news, sportsand information in their markets. The Company currently operates 195Websites, which are affiliated with the Company's dailynewspapers and non-daily publications.

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

13

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consumers of goods and services, as indicatedby a Newspaper Association of America ("NAA")study. Single copy sales also tend to generate higher profit marginsthan subscription sales, as single copy sales generally have higher perunit prices and lower distribution costs. Subscription sales, whichprovide readers with the convenience of home delivery, are an importantcomponent of the Company's circulation base.

The Companyalso publishes numerous special sections and niche and special interestpublications. Such publications tend to increase readership withintargeted demographic groups and geographic areas. The Company'smanagement believes that as a result of these strategies, itsnewspapers represent an attractive and cost-effective medium for itsreaders and advertisers.

Acquisitions

On August 12,2004, the Company completed the acquisition of 21st CenturyNewspapers, Inc., a privately-held operator of one of the largestnewspaper clusters in the United States. Located in Michigan,21st Century owns four daily newspapers with combinedaverage daily net paid circulation of approximately 132,000 andcombined average Sunday net paid circulation of approximately 177,000,and 85 non-daily publications with approximately 1.5 million non-dailydistribution. The 21st Century newspaper cluster is theCompany's second largest cluster based on revenues, with thelargest being the Company's Greater Philadelphia cluster. TheOakland Press and The Macomb Daily, two of 21stCentury's daily newspapers, are the Company's second andthird largest newspapers, respectively, with the New HavenRegister remaining the Company's flagship and largestnewspaper. (See Note 4 to Condensed Consolidated FinancialStatements).

The Company completed three other acquisitionsduring 2004. On January 28, 2004, the Company completed the acquisitionof O Jornal, a weekly Portuguese-language newspaper based inFall River, Massachusetts, with circulation of approximately 14,300serving more than 30 communities in Massachusetts and Rhode Island. OnMay 4, 2004, the Company completed the acquisition of the assets ofMohawk Valley Media, a group of non-daily publications based in Rome,New York serving Rome and neighboring communities. On October 4, 2004,subsequent to the end of the 2004 third quarter, the Company acquiredthe assets of Berks-Mont Newspapers, Inc., a privately held non-dailynewspaper group, based in Boyertown, Pennsylvania.

FromSeptember 1993 through March 27, 2005, the Company completed 30strategic acquisitions (including those described above), acquiring 18daily newspapers, 294 non-daily publications and four commercial printcompanies. Three of the four commercial printing facilities owned bythe Company print a number of the Company's non-dailypublications and the fourth is a premium quality sheet-fed printingcompany.

Results of Operations

Thirteen Week PeriodEnded March 27, 2005 as Compared to the Thirteen Week Period EndedMarch 28, 2004

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

Summary.    Net income for thethirteen week period ended March 27, 2005 was $7.5 million, or $0.18per diluted share, versus $10.2 million, or $0.24 per diluted share,for the thirteen week period ended March 28, 2004.

Revenues.    For the thirteen week period ended March 27,2005, the Company's total revenues increased $34.8 million, or35.0 percent, to $133.9 million. Newspaper revenues for the thirteenweeks ended March 27, 2005 as compared to the prior year periodincreased $34.1 million, or 35.9 percent, to $129.3 million,principally due to the Company's 2004 acquisitions. Advertisingrevenues increased 40.7 percent to $102.2 million, as compared to $72.7million for the first quarter of 2004. Circulation revenues

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for the thirteen week period ended March 27,2005 increased approximately $4.6 million, or 20.3 percent, as comparedto the prior year period. Commercial printing and other revenues forthe thirteen weeks ended March 27, 2005 increased by approximately $0.6million, or 15.6 percent, to $4.6 million as compared to the prior yearperiod and represented 3.4 percent of the Company's revenues forthe thirteen weeks ended March 27, 2005. Online revenues for thethirteen weeks ended March 27, 2005 were approximately $2.0 million, anincrease of approximately 60.1 percent as compared to the prior yearperiod.

The following table sets forth the Company's totaladvertising revenues, by category, for the thirteen weeks ended March27, 2005 and March 28, 2004:

|                          |  |                      |         |                |  |           |        |        |  |        |      |         |  |  |
|--------------------------|--|----------------------|---------|----------------|--|-----------|--------|--------|--|--------|------|---------|--|--|
|                     |  | Thirteen Weeks Ended |
| (Inthousands)            |  | March 27,2005        |         | March 28, 2004 |  | %Increase |
| Local                    |  | $                    | 53,840  |           |  | $         | 38,732 |   |  |   | 39.0 | %  |
| Classified               |  |                 | 42,755  |           |  |      | 30,031 |   |  |   | 42.4 | %  |
| National                 |  |                 | 5,645   |           |  |      | 3,914  |   |  |   | 44.2 | %  |
| Totaladvertisingrevenues |  | $                    | 102,240 |           |  | $         | 72,677 |   |  |   | 40.7 | %  |
|                          |

Proforma newspaper revenues.    On a pro forma basis, totalnewspaper revenues for the thirteen week period ended March 27, 2005increased to $129.3 million from $128.9 million in the prior yearperiod. Pro forma advertising revenues increased $1.0 million, or 1.0percent, as a result of an increase in classified advertising revenuesof 2.4 percent and an increase in national advertising revenues of 10.5percent, partially offset by a decrease in retail advertising revenuesof 1.0 percent, in each case for the thirteen weeks ended March 27,2005 as compared to the thirteen weeks ended March 28, 2004. Theincrease in classified advertising revenues resulted primarily from an11.2 percent increase in classified employment advertising revenues anda 0.1 percent increase in classified real estate advertising revenues,partially offset by a 6.6 percent decrease in classified automotiveadvertising revenues, each on a pro forma basis. Pro forma circulationrevenues declined $0.6 million, or 2.3 percent, as compared to thethirteen week period ended March 28, 2004. Circulation revenues wereimpacted by difficult weather conditions in the northeast during thefirst quarter of 2005.

Salaries and employeebenefits.    Salaries and employee benefit expenses were 41.8percent of the Company's revenues for the thirteen week periodended March 27, 2005, as compared to 39.6 percent for the thirteen weekperiod ended March 28, 2004. Salaries and employee benefits increased$16.8 million, or 42.7 percent, for the thirteen week period endedMarch 27, 2005 to $56.0 million, as compared to $39.2 million in theprior year period. The increase in salaries and benefits is primarilydue to the Company's 2004 acquisitions. On a same-store basis,salaries and benefits increased $0.3 million, or 0.7 percent, for thethirteen weeks ended March 27, 2005 as compared to the prior yearperiod.

Newsprint, ink and printing charges.    For thethirteen week period ended March 27, 2005, newsprint, ink and printingcharges were 8.3 percent of the Company's revenues, as comparedto 7.8 percent for the thirteen week period ended March 28, 2004.Newsprint, ink and printing charges for the thirteen week period endedMarch 27, 2005 increased approximately $3.5 million, or 45.0 percent,to $11.2 million as compared to $7.7 million for the thirteen weekperiod ended March 28, 2004. This increase is principally due to theCompany's 2004 acquisitions. The Company's newsprintexpense increased approximately 1.3 percent for the thirteen weekperiod ended March 27, 2005 as compared to the prior year period, on asame-store basis, reflecting an increase in unit cost of approximatelyeight percent on a comparable basis, partially offset by a decrease inconsumption.

Selling, general andadministrative.    Selling, general and administrative expenseswere 16.2 percent and 13.6 percent of the Company's revenues forthe thirteen week periods ended March 27, 2005 and March 28, 2004,respectively. As compared to the prior year period, selling, generaland administrative expenses for the thirteen week period ended March27, 2005 increased $8.2 million, or 61.1 percent, to $21.7 million.This increase was primarily due to the Company's 2004acquisitions and costs of approximately $2.5 million associated withthe successful completion of the internal control assessment requiredby Section 404 of the Sarbanes-Oxley Act of 2002("Sarbanes-Oxley 404"). On a same-storebasis, selling, general and administrative expenses for the thirteenweek period ended March 27, 2005 

15

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increased $1.8 million, or 13.4 percent, as aresult of the Sarbanes-Oxley 404 expenses, partially offset byreductions in other selling, general and administrative expenses.

Depreciation and amortization.    Depreciation andamortization expenses were 3.9 percent of the Company's revenuesfor the thirteen week period ended March 27, 2005 as compared to 3.7percent for the thirteen week period ended March 28, 2004. Depreciationand amortization expenses for the period ended March 27, 2005 increasedapproximately $1.5 million, or 41.1 percent, to $5.2 million, primarilyas a result of the Company's 2004 acquisitions and theCompany's new credit agreement.

Otherexpenses.    Other expenses were 14.2 percent and 15.0 percent ofthe Company's revenues for the thirteen week periods ended March27, 2005 and March 28, 2004, respectively. Other expenses increasedapproximately $4.1 million, or 27.7 percent, to $18.9 million for thethirteen week period ended March 27, 2005, principally as a result ofthe Company's 2004 acquisitions. On a same-store basis, otherexpenses decreased $0.2 million or 1.3 percent.

Operatingincome.    Operating income was $20.8 million, or 15.6 percent ofthe Company's revenues, for the thirteen week period ended March27, 2005 as compared to $20.2 million, or 20.3 percent of theCompany's revenues, for the thirteen week period ended March 28,2004 due to the items described above.

Net interestand other expense.    Net interest and other expense increasedapproximately $5.2 million, or 154.6 percent, for the thirteen weekperiod ended March 27, 2005 as compared to the thirteen week periodended March 28, 2004. This increase was primarily due to higherinterest expense, which resulted from higher prevailing interest ratesand an increase in the Company's weighted-average debtoutstanding during fiscal year 2004 as compared to fiscal year 2003.The increase in the weighted average debt outstanding is a result ofthe Company's August 2004 acquisition of 21st CenturyNewspapers, partially offset by a reduction in average debt outstandingthat was funded by the Company's free cash flow.

Provision for income taxes.    The provision for incometaxes decreased by approximately $1.8 million for the thirteen weekperiod ended March 27, 2005 as compared to the thirteen week periodended March 28, 2004, reflecting a decrease in pretax income.

Other information.    EBITDA (which the Company defines asnet income plus provision for income taxes, net interest expense,depreciation, amortization and other non-cash, special or non-recurringcharges) was $26.1 million for the thirteen week period ended March 27,2005 as compared to $23.9 million for the thirteen week period endedMarch 28, 2004. Free cash flow (which the Company defines as EBITDAminus capital expenditures, interest expense and cash income taxes) was$14.1 million, or $0.33 per diluted share, for the thirteen week periodended March 27, 2005, as compared to $14.0 million, or $0.33 perdiluted share, for the thirteen week period ended March 28, 2004.

Liquidity and Capital Resources

The Company'soperations have historically generated strong positive cash flow. TheCompany believes that cash flows from operations and the availabilityof funds from external sources will be sufficient to fund its ongoingoperating needs, capital expenditure requirements and long-term debtobligations, and will provide it with flexibility to finance itsacquisition strategy and share repurchase program.

Cash flowsfrom operating activities.    Net cash provided by operatingactivities for the thirteen week period ended March 27, 2005 was $18.3million as compared to $20.5 million for the thirteen week period endedMarch 28, 2004. Current assets were $86.5 million and currentliabilities were $71.3 million as of March 27, 2005 as compared tocurrent assets of $94.0 million and current liabilities of $76.9million as of December 26, 2004. The Company manages its workingcapital through the utilization of its Revolving Credit Facility. Theoutstanding balance on the Revolving Credit Facility is classified as along-term liability, in accordance with its terms.

Cash flowsfrom investing activities.    Net cash used in investingactivities was $1.6 million, net of proceeds from the sale of fixedassets of $0.2 million for the thirteen week period ended March 27,2005. Cash used in investing activities in 2005 was for investments inproperty, plant and equipment. Net cash 

16

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used in investing activities was $2.6 millionfor the thirteen week period ended March 28, 2004. The Company has acapital expenditure program of approximately $22 million in place for2005, including approximately $6 million related to the Company's21st Century operations. The Company's 2005 capitalprogram includes: spending on technology, including prepress andbusiness systems, computer hardware and software; buildings; othermachinery and equipment and vehicles. The Company believes its capitalexpenditure program is sufficient to maintain its current level andquality of operations. The Company reviews its capital expenditureprogram periodically and modifies it as required to meet currentneeds.

Cash flows from financing activities.    Netcash used in financing activities was $16.7 million for the thirteenweek period ended March 27, 2005, reflecting the utilization of freecash flow to repay debt. Net cash used in financing activities was$17.9 million for the thirteen week period ended March 28, 2004, ofwhich $22.9 million was used to repay debt, partially offset by $5.1million of proceeds received from stock option exercises.

Debt and interest rate derivatives.    The Company enteredinto a new credit agreement on August 12, 2004 with a group of lenders,led by JPMorgan Chase Bank as administrative agent (the"Credit Agreement"). The Credit Agreementprovides for (i) two secured term loan facilities ("TermLoan A" and "Term Loan B" orcollectively, the "Term Loans"), with TermLoan A having a face amount of $275 million and Term Loan B having aface amount of $350 million, and (ii) a secured revolving creditfacility (the "Revolving Credit Facility") of$425 million. The Credit Agreement also provides for an uncommitted,multiple draw term loan facility (the "IncrementalFacility") in the amount of up to $500 million, aspermitted by the administrative agent, to be repaid under conditions asdefined in the Credit Agreement.   To date, the Company has notdrawn down on the Incremental Facility.

Term Loan A and TermLoan B mature on November 12, 2011 and August 12, 2012, respectively,and the Revolving Credit Facility matures on November 12, 2011. TheTerm Loans are repayable in quarterly installments commencing inDecember 2006 and the availability of the Revolving Credit Facility issubject to certain quarterly reductions that commence in December 2009.In addition, under the terms of the Company's Credit Agreement,under certain circumstances the Company may be required to prepay aportion of the Term Loans and any loans under an Incremental Facilityin an amount equal to (i) excess net proceeds from the sale ofnewspaper properties that are not reinvested within at least 365 daysor (ii) 50 percent of excess cash flow, as defined in the CreditAgreement, provided that there will be no prepayment of excess cashflow required in any year where the Company's leverage is equalto or less than 5.00 to 1.

The amounts outstanding under theCredit Agreement bear interest at (i) 1.5 percent to 0.625 percentabove LIBOR (as defined in the Credit Agreement) or (ii) 0.25 percentto 0 percent above the higher of (a) the Prime Rate (as defined in theCredit Agreement) or (b) 0.5 percent above the Federal Funds Rate (asdefined in the Credit Agreement). The interest rate spreads("the applicable margins") are dependent uponthe ratio of debt to trailing four quarters Cash Flow (as defined inthe Credit Agreement) and are reduced or increased as such ratiodeclines or increases, respectively. The estimated fair value of theTerm Loans and Revolving Credit Facility approximates their carryingvalue.

A commitment fee is incurred on the average daily-unusedportion of the Revolving Credit Facility, payable quarterly in arrears,at a percentage that varies from 0.375 percent to 0.250 percent perannum based on the quarterly calculation of the Total Leverage Ratio(as defined in the Credit Agreement). At March 27, 2005, theCompany's commitment fee was 0.375 percent.

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

Pursuant to these requirements, theCompany entered into certain IRPAs that consist of (i) interest ratecollars ("Collars") that establish a baseinterest rate ceiling ("Cap") and a baseinterest rate floor ("floor") and (ii)interest rate swaps ("Swaps") in which theCompany exchanges a portion of its floating rate debt for fixed ratedebt, in each case at no initial cost to the Company.

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Interest RateCollars.    Pursuant to the terms of the Collars, in the event90-day LIBOR exceeds the Cap, the Company will receive cash from theissuers to compensate for the rate in excess of the Cap. If the 90-dayLIBOR is lower than the floor, the Company will pay cash to the issuersto compensate for the rate below the floor. Each of the Collars is fora fixed notional amount, as set forth in the chart below. As of March27, 2005, the aggregate notional amount of outstanding Collars ineffect was $300 million.

The following table summarizes theCompany's existing Collars and contracts for Collars that have aneffective date occurring in the future, in each case at March 27,2005:

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

Interest Rates Swaps. Pursuant to theterms of the Swaps, in the event 90-day LIBOR exceeds the fixedinterest rate, the Company will receive cash from the issuers tocompensate for the rate in excess of the fixed rate. If the 90-dayLIBOR is lower than the fixed rate, the Company will pay cash to theissuers to compensate for the rate below the fixed rate. As of March27, 2005 the aggregate notional amount of existing Swaps in effect was$50 million.

The following table summarizes the Company'sexisting Swaps and executed contracts for Swaps not yet effective, ineach case at March 27, 2005:

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

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

UnderFinancial Accounting Standard No. 133, Accounting for DerivativeInstruments and Hedging Activities ("SFAS133"), as amended, the fair market value of derivatives isreported as an adjustment to Other Comprehensive Income/Loss("OCI"). The IRPAs were fully effective inhedging the changes in cash flows related to the debt obligation duringthe thirteen week periods ended March 27, 2005 and the fiscal yearended December 26, 2004. The Company reported a deferred gain in OCI asof March 27, 2005 of approximately $4.5 million compared to a totaldeferred loss of $26 thousand at December 26, 2004 (net of $3.1 millionand $18 thousand of deferred taxes, respectively).

Each IRPA isdesignated for all or a portion of the principal balance and term of aspecific debt obligation. From time to time, the Company may enter intoadditional IRPAs for nominal amounts on the outstanding debt that will,at a minimum, meet the requirements of the Credit Agreement.

TheCompany's weighted-average effective interest rate wasapproximately 4.2 percent for the thirteen week period ended March 27,2005 and approximately 3.2 percent for the thirteen week period endedMarch 28, 2004. The interest rate for the thirteen week period endedMarch 27, 2005 reflects a $0.1 million pre-tax charge realized andreported as a component of interest expense related to theCompany's IRPAs in place during the period.

ContractualObligations and Commitments.    As of March 27, 2005, the Companyhad outstanding indebtedness under the Credit Agreement, due andpayable in installments through 2012, of $761.7 million, of which$136.7 million was outstanding under the Revolving Credit Facility and$625.0 million was outstanding under the Term Loans.

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The aggregate maturities payable under theTerm Loans for the following fiscal years are as follows (inthousands):

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

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

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

As of March 27, 2005, themaximum availability under the Revolving Credit Facility was $283million, with approximately $170 million available based on the termsof the Credit Agreement.

The Term Loans and Revolving CreditFacility are secured by substantially all of the assets of the Companyand the common stock and assets of the Company's subsidiaries.The Term Loans and Revolving Credit Facility require compliance withcertain covenants, which require, among other things, maintenance ofcertain financial ratios, which may restrict among other things, theCompany's ability to declare dividends, purchase treasury stock,incur additional indebtedness, create liens, sell assets, consummatemergers and make capital expenditures, investments and acquisitions.The Company is in compliance with the financial covenants contained inthe Credit Agreement.

The Company leases office space andequipment under non-cancelable operating leases. These leases containseveral renewal options for periods up to seven years. TheCompany's future minimum lease payments under non-cancelableoperating and capital leases in effect as of December 26, 2004 are asfollows (inthousands):

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

Inflation

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

Critical Accounting Policies and Estimates

General

The Company's discussion and analysis of itsfinancial condition and results of operations are based upon theCompany's condensed consolidated interim financial statements,which have been prepared by 

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

Recently Issued AccountingStandards

In December 2004, the FASB issued SFAS No.123(revised 2004), "Share-Based Payment"("SFAS 123(R)"), which replaces SFASNo.123, "Accounting for Stock-BasedCompensation" ("SFAS123") and supercedes APB Opinion No. 25,"Accounting for Stock Issued to Employees. "SFAS 123(R) requires all share-based payments to employees, includinggrants of employee stock options, to be recognized in the financialstatements based on their fair values. The pro forma disclosurespreviously permitted under SFAS 123 will no longer be an alternative tofinancial statement recognition. In April 2005, the U.S. Securities andExchange Commission (the "SEC") announced adeferral of the effective date of FAS 123(R) until the first interim orannual reporting period of the registrant's first fiscal yearbeginning on or after June 15, 2005. See "Stock-BasedCompensation Costs" above in Note  3 of Notes toCondensed Consolidated Financial Statements for the pro forma netincome and pro forma net income per share amounts for the thirteen weekperiods ended March 27, 2005 and March 28, 2004, which reflects the proforma impact on the Company pursuant to a fair-value-based methodsimilar to the methods required under SFAS  123(R) to measurecompensation expense for employee stock incentive awards. The Companyhas not yet determined the method of adoption or the effect of adoptingSFAS 123(R), nor has the Company determined whether the adoption willresult in amounts that are similar to the current pro forma disclosuresunder SFAS 123.

Accounts Receivable and Allowance for DoubtfulAccounts

Accounts receivable consist primarily of amounts dueto the Company from normal business activities. The allowance fordoubtful accounts represents reserves for the estimated loss from theinability of customers to make required payments. The Company useshistorical experience as well as current market information indetermining the estimate. If the financial condition of theCompany's customers were to deteriorate, resulting in animpairment of their ability to make payments, additional allowances maybe required.

Goodwill and Other Intangible Assets

Identifiable intangible assets, such as customer lists and covenantsnot to compete, are amortized using the straight-line method over theirestimated useful lives for the years presented in the Company'sconsolidated financial statements. Under SFAS 142, goodwill andindefinite-lived intangible assets are no longer amortized but arereviewed annually, or more frequently if required, for impairment. Thisasset impairment review assesses the fair value of the assets based onthe future cash flows the assets are expected to generate. Animpairment loss is recognized when estimated undiscounted future cashflows expected to result from the use of the asset plus net proceedsexpected from the disposition of the asset (if any) are less than thecarrying value of the asset. This approach uses estimates for futuremarket growth, forecasted revenue and costs, expected periods theassets will be utilized and appropriate discount rates. Separableintangible assets that are not deemed to have an indefinite life willcontinue to be amortized over their useful lives.

Pension andPost-retirement Benefits

Pension and post-retirement benefitcosts and credits are developed from actuarial valuations. Inherent inthese valuations are key assumptions including discount rates andexpected return on plan 

20

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assets. The Company considers current marketconditions, including changes in interest rates, in selecting theseassumptions. Changes in the related pension and post-retirement benefitcosts or credits may occur in the future as a result of fluctuations inthe Company's headcount, changes in actuarial assumptions andmarket performance.

Self-Insurance

The Company isself-insured for a portion of its insurable risks. The Company analyzesits claims experience and consults with actuaries and administrators indetermining an adequate liability for self-insured claims.

Litigation

The Company is involved in litigation mattersthat have arisen in the ordinary course of business. The Companybelieves that the outcome of these legal proceedings will not have amaterial adverse effect on the Company's financial condition orresults of operations.

Revenue Recognition

Revenue isearned from the sale of advertising, circulation and commercialprinting. Advertising revenues are recognized, net of discounts, in theperiod when advertising is printed in the Company's publicationsor placed on the Company's Websites. Circulation revenues arerecognized when purchased newspapers are distributed. Amounts receivedfrom customers in advance of revenue recognition are deferred asliabilities.

Reconciliation of Certain Non-GAAP FinancialMeasures.

Journal Register Company believes that the use ofcertain non-GAAP financial measures enables the Company and itsanalysts, investors and other interested parties to evaluate andcompare the Company's results from operations and cash resourcesgenerated from its business in a more meaningful and consistent manner.Accordingly, this information has been disclosed in this report topermit a more complete comparative analysis of the Company'soperating performance and capitalization relative to other companies inthe industry and to provide an analysis of operating results usingcertain principal measures used by Journal Register Company'schief operating decision makers to measure the operating results andperformance of the Company and its operations. The Company believes theuse of EBITDA is appropriate given the generally predictable cash flowgenerated by the Company's operations and the short period oftime it takes to convert new orders to cash. EBITDA is also the basisof certain covenants contained in the Company's Credit AgreementIn addition, the Company believes that free cash flow is useful as asupplemental measure of evaluating financial performance because itprovides an alternative measure of the cash generated by the Companyafter payment of expenses, including capital expenditures, andtherefore available for further investment in the business, includingacquisitions, or for other uses such as repayment of indebtedness orrepurchases of outstanding equity securities.

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

These non-GAAP financial measures should not beconsidered as alternatives to GAAP measures of performance, such asoperating income or net income. In addition, Journal RegisterCompany's calculations of these measures may or may not beconsistent with the calculations of these measures by other companies.The table below provides reconciliations of the differences between:(i) net income and EBITDA; and (ii) net income and free cash flow, ineach case for the thirteen week periods ended March 27, 2005 and March28, 2004.

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|                                         |  |                     |        |                |  |        |        |         |  |  |
|-----------------------------------------|--|---------------------|--------|----------------|--|--------|--------|---------|--|--|
|                                    |  | Thirteenweeks ended |
| (Inthousands, except per share amounts) |  | March 27,2005       |        | March 28, 2004 |
| NetIncome                               |  | $                   | 7,499  |           |  | $      | 10,247 |    |
| Add:Provision for incometaxes           |  |                | 4,835  |           |  |   | 6,593  |    |
| Add: Netinterest expense andother       |  |                | 8,493  |           |  |   | 3,335  |    |
| Operatingincome                         |  |                | 20,827 |           |  |   | 20,175 |    |
| Add:Depreciation andamortization        |  |                | 5,238  |           |  |   | 3,711  |    |
| EBITDA                                  |  | $                   | 26,065 |           |  | $      | 23,886 |    |
| Less:Capitalexpenditures                |  |                | (1,783 | )         |  |   | (2,053 | )  |
| Less:Interest expense andother          |  |                | (8,493 | )         |  |   | (3,309 | )  |
| Less:Cash incometaxes                   |  |                | (1,723 | )         |  |   | (4,546 | )  |
| FreeCashFlow                            |  | $                   | 14,066 |           |  | $      | 13,978 |    |
| FreeCash Flow Per DilutedShare          |  | $                   | 0.33   |           |  | $      | 0.33   |    |
|                                         |

CautionaryNote Regarding Forward-Looking Statements

Statements in thisReport that are not purely historical are forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933 andSection 21E of the Securities Exchange Act of 1934, includingstatements regarding the Company's expectations, hopes,intentions or strategies regarding the future. Forward-lookingstatements include the plans and objectives of the Company for futureoperations and trends affecting the Company's financial conditionand results of operations. In addition, the words"anticipates,""projects,""plans," "intends,""estimates,""expects," "may,""believes" and similar words are intended toidentify these forward-looking statements. All forward-lookingstatements in this Report are based on information available to theCompany as of the date this Report is filed with the Securities andExchange Commission ("SEC"), and the Companyassumes no obligation to update any such forward-looking statements,except as required by law. All forward-looking statements involve risksand uncertainties. Actual results may differ materially from thoseexpressed or implied by such forward-looking statements as a result ofcertain factors including, but not limited to, the unavailability or amaterial increase in the price of newsprint, the success of theCompany's acquisition strategy, including the acquisition of21st Century Newspapers, Inc., dispositions, the ability ofthe Company to achieve cost reductions and integrate acquisitions,including the acquisition of 21st Century Newspapers, Inc.,competitive pressures, general or regional economic conditions,advertising trends and increases in interest rates, among other things.These and other factors are discussed in more detail in theCompany's other filings with the SEC, including its Annual Reporton Form 10-K for the fiscal year ended December 26, 2004. The Companyundertakes no obligation to release publicly the results of any futurerevisions it may make to forward-looking statements to reflect eventsor circumstances after the date hereof or to reflect the occurrence ofunanticipated events.

Item 3.    Quantitative andQualitative Disclosures About Market Risk

The Company isexposed to market risk arising from changes in interest ratesassociated with its long-term debt obligations. The Company'slong-term debt is at variable interest rates based on the LIBOR, thePrime Rate or the Federal Funds Rate, plus a certain interest ratespread as defined in the Credit Agreement. To manage its exposure tofluctuations in interest rates as required by its Credit Agreement, theCompany enters into certain IRPAs on a portion of its debt, whichreduces the effect of changes in variable interest rates. TheCompany's objective with respect to these agreements is forhedging activities and not for trading or speculative activity.

At March 27, 2005, the Company had Collars in place with respect toan aggregate notional amount of $300 million of the Company'soutstanding indebtedness and Swaps with respect to an aggregatenotional amount of $50 million of the Company's outstandingindebtedness. In addition, the Company had contracts for Collars andSwaps that have effective dates occurring in the future with respect toadditional notional amounts. See Note 5 of Notes to CondensedConsolidated Financial Statements. There was no initial cost associatedwith the Company's existing Collar or Swap arrangements. Assuminga 10 percent 

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increase or reduction in variable interestrates, the annual impact on the Company's pre-tax earnings wouldbe approximately $2.4 million.

Newsprint, which is the principalraw material for the Company's newspapers, is exposed tocommodity price changes. The Company seeks to manage the effects ofincreases in the price of newsprint through a combination of, amongother things, technology improvements, including reductions in pagesize, inventory management and advertising and circulation priceincreases.

Item 4.    Controls and Procedures

The Company carried out an evaluation, under the supervision andwith the participation of the Company's management, including theCompany's Chief Executive Officer and Chief Financial Officer, ofthe effectiveness of the design and operation of the Company'sdisclosure controls and procedures as of the end of the period coveredby this report. Based upon that evaluation, the Chief Executive Officerand Chief Financial Officer concluded that the Company'sdisclosure controls and procedures are effective in alerting them in atimely manner to material information relating to the Company(including its consolidated subsidiaries) required to be included inthe Company's periodic filings with the SEC.

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

During fiscal year 2004, the Company commenced thedeployment of a new suite of software applications in a shared servicesenvironment. The new suite of applications will include: (i) financialapplications, including accounts payable, general ledger, fixed assets,and consolidation and reporting; (ii) circulation managementapplications; and (iii) advertising management applications. Once fullydeployed, the new software, together with the change to a sharedservices business model, is intended to further enhance theCompany's internal and disclosure controls and its operatingefficiencies. As of March 27, 2005, the implementation of the financialapplications was in process and deployment of the advertising andcirculation management applications is expected to begin in fiscal year2005. The implementation of the financial applications has involvedchanges in systems that included internal controls, and accordingly,these changes have required changes to our system of internal controls.The Company has 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. The Company believes that the controls as modifiedare appropriate and functioning effectively.

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PART II. OTHERINFORMATION

Item 6.    Exhibits and Reports on Form8-K

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

|  |            |                                                                                                                                                       |
|--|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 31.1  | Certification of Principal ExecutiveOfficer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. |

|  |            |                                                                                                                                                       |
|--|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 31.2  | Certification of Principal FinancialOfficer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. |

|  |          |                                                                                                                                                                                      |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 32  | Certification of Principal Executive Officer andPrincipal Financial Officer, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. |

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

The Company filed a Current Report on Form 8-K on February18, 2005, furnishing pursuant to Item 9.01 thereof certain informationregarding the text of a press release issued by the Company, datedFebruary 18, 2005, titled "Journal Register CompanyAnnounces Record Fourth Quarter and Full Year 2004Results."

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SIGNATURE

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

|                  |  |                          |  |                                                                                                                                                                                                                                       |  |  |  |  |  |  |
|------------------|--|--------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
| Date:May 6, 2005 |  | JOURNAL REGISTER COMPANY |
|             |  | By:                      |  | /s/ Jean B.Clifton             Jean B. Clifton Executive VicePresident and Chief Financial Officer (signing on behalf ofthe registrant and as principal financialofficer) |
|                  |

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