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UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.20549

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FORM 10-Q

(Mark One)

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

For the quarterly period ended June 26, 2005

OR

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

For the transition period from                 to                

Commission FileNumber: 1-12955

Journal RegisterCompany(Exact Name of Registrant as Specified inits Charter)

|                                                              |  |                                     |  |  |  |  |
|--------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Delaware                                                     |  | 22-3498615                          |
| (State or Other Jurisdiction ofIncorporation orOrganization) |  | (I.R.S. Employer IdentificationNo.) |
| 50 WestState Street, Trenton, NewJersey                      |  | 08608-1298                          |
| (Address of PrincipalExecutive Offices)                      |  | (Zip Code)                          |
|                                                              |

(609)396-2200(Registrant's Telephone Number, Including AreaCode)

____________________________________________________________________(Former Name, FormerAddress and Former Fiscal Year, if Changed Since LastReport)

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

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

Indicate the number of shares outstanding of each of theissuer's classes of common stock, as of the latest practicabledate: common stock, $.01 par value per share, 41,308,322 sharesoutstanding (exclusive of treasury shares) as of August 1,2005.

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JOURNALREGISTER COMPANY

INDEX TO FORM 10-Q

|                                                     |  |                                                                                     |    |         |    |        |  |  |  |  |
|-----------------------------------------------------|--|-------------------------------------------------------------------------------------|----|---------|----|--------|--|--|--|--|
|                                                |  |                                                                                |    | PageNo. |
| PARTI.                                              |  | FINANCIALINFORMATION                                                                |    |
| Item1.                                              |  | Financial Statements (Unaudited):                                                   |    |
|                                                |  | Condensed Consolidated BalanceSheets                                                |    |    | 1  |   |
|                                                |  | CondensedConsolidated Statements of Income                                          |    |    | 2  |   |
|                                                |  | Condensed Consolidated Statements of CashFlows                                      |    |    | 3  |   |
|                                                |  | Notes toCondensed Consolidated FinancialStatements                                  |    |    | 4  |   |
| Item2.                                              |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations |    |    | 13 |   |
| Item3.                                              |  | Quantitative and Qualitative Disclosures About MarketRisk                           |    |    | 25 |   |
| Item4.                                              |  | Controls and Procedures                                                             |    |    | 25 |   |
| PART II.                                            |  | OTHERINFORMATION                                                                    |    |
| Item 2.                                             |  | Unregistered Sales ofEquity Securities and Use ofProceeds                           |    |    | 27 |   |
| Item4.                                              |  | Submission of Matters to a Vote of SecurityHolders                                  |    |    | 27 |   |
| Item6.                                              |  | Exhibits and Reports on Form8-K                                                     |    |    | 28 |   |
|        Signature |  |                                                                                | 29 |    |
|                                                     |

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PART I. FINANCIALINFORMATION

Item 1.    Financial Statements

JOURNAL REGISTER COMPANY CONDENSED CONSOLIDATED BALANCESHEETS(Unaudited)

|                                                                                                                              |  |              |           |                 |  |        |           |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|--------------|-----------|-----------------|--|--------|-----------|---------|--|--|
| Dollarsin thousandsFiscal periodended                                                                                        |  | June 26,2005 |           | December26,2004 |
| **ASSETS:**                                                                                                                  |  |         |      |            |  |   |      |    |
| Currentassets:                                                                                                               |  |         |      |            |  |   |      |    |
| Cash                                                                                                                         |  | $            | 53        |            |  | $      | 51        |    |
| Accountsreceivable, less allowance for doubtful accounts of $8,746 and $8,143,respectively                                   |  |         | 62,203    |            |  |   | 64,116    |    |
| Inventories                                                                                                                  |  |         | 8,103     |            |  |   | 8,244     |    |
| Deferredincometaxes                                                                                                          |  |         | 13,950    |            |  |   | 13,097    |    |
| Othercurrentassets                                                                                                           |  |         | 7,379     |            |  |   | 8,526     |    |
| Totalcurrentassets                                                                                                           |  |         | 91,688    |            |  |   | 94,034    |    |
| Property,plant andequipment:                                                                                                 |  |         |      |            |  |   |      |    |
| Land                                                                                                                         |  |         | 14,386    |            |  |   | 14,406    |    |
| Buildingsandimprovements                                                                                                     |  |         | 94,373    |            |  |   | 93,298    |    |
| Machineryandequipment                                                                                                        |  |         | 189,604   |            |  |   | 187,069   |    |
| Constructioninprogress                                                                                                       |  |         | 5,772     |            |  |   | 5,225     |    |
| Total                                                                                                                        |  |         | 304,135   |            |  |   | 299,998   |    |
| Lessaccumulateddepreciation                                                                                                  |  |         | (150,441  | )          |  |   | (141,993  | )  |
| Netproperty, plant andequipment                                                                                              |  |         | 153,694   |            |  |   | 158,005   |    |
| Intangibleand otherassets:                                                                                                   |  |         |      |            |  |   |      |    |
| Goodwill                                                                                                                     |  |         | 770,637   |            |  |   | 772,683   |    |
| Otherintangible assets, net of accumulated amortizationof $10,252 and$8,417,respectively                                     |  |         | 153,530   |            |  |   | 155,365   |    |
| Otherassets                                                                                                                  |  |         | 3,203     |            |  |   | 3,431     |    |
| Totalassets                                                                                                                  |  | $            | 1,172,752 |            |  | $      | 1,183,518 |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY:**                                                                                      |  |         |      |            |  |   |      |    |
| Currentliabilities:                                                                                                          |  |         |      |            |  |   |      |    |
| Accountspayable                                                                                                              |  | $            | 14,785    |            |  | $      | 18,513    |    |
| Accruedinterest                                                                                                              |  |         | 6,388     |            |  |   | 4,051     |    |
| Deferredsubscriptionrevenue                                                                                                  |  |         | 14,809    |            |  |   | 14,810    |    |
| Accruedsalaries andvacation                                                                                                  |  |         | 11,339    |            |  |   | 12,418    |    |
| Fairmarket value ofhedges                                                                                                    |  |         | 838       |            |  |   | 44        |    |
| Other accruedexpenses and currentliabilities                                                                                 |  |         | 19,031    |            |  |   | 27,048    |    |
| Totalcurrentliabilities                                                                                                      |  |         | 67,190    |            |  |   | 76,884    |    |
| Seniordebt                                                                                                                   |  |         | 755,800   |            |  |   | 778,300   |    |
| Capital leaseobligations, net of currentmaturities                                                                           |  |         | 3,533     |            |  |   | 3,647     |    |
| Deferredincome taxes                                                                                                         |  |         | 98,651    |            |  |   | 87,872    |    |
| Accruedretiree benefits and otherliabilities                                                                                 |  |         | 19,566    |            |  |   | 19,256    |    |
| Incometaxespayable                                                                                                           |  |         | 17,247    |            |  |   | 17,239    |    |
| Commitmentsandcontingencies                                                                                                  |  |         |      |            |  |   |      |    |
| Stockholders'equity:                                                                                                         |  |         |      |            |  |   |      |    |
| Common stock, $.01par value per share, 300,000,000 shares authorized, 48,437,581 issuedat June 26, 2005 and December 26,2004 |  |         | 484       |            |  |   | 484       |    |
| Additionalpaid-incapital                                                                                                     |  |         | 361,435   |            |  |   | 361,369   |    |
| Accumulateddeficit                                                                                                           |  |         | (28,042   | )          |  |   | (50,913   | )  |
|                                                                                                                         |  |         | 333,877   |            |  |   | 310,940   |    |
| Lesstreasury stock, 7,131,713 and 6,422,340 shares respectively, atcost                                                      |  |         | (107,069  | )          |  |   | (94,711   | )  |
| Accumulatedother comprehensive loss, net oftax                                                                               |  |         | (15,882   | )          |  |   | (15,395   | )  |
| Unearnedcompensation                                                                                                         |  |         | (161      | )          |  |   | (514      | )  |
| Netstockholders'equity                                                                                                       |  |         | 210,765   |            |  |   | 200,320   |    |
| Totalliabilities and stockholders'equity                                                                                     |  | $            | 1,172,752 |            |  | $      | 1,183,518 |    |
|                                                                                                                              |

Seeaccompanying notes.

1

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JOURNAL REGISTER COMPANY CONDENSEDCONSOLIDATED STATEMENTS OF INCOME(Unaudited)

|                                                      |  |                     |         |                       |  |              |         |             |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------------|--|---------------------|---------|-----------------------|--|--------------|---------|-------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                 |  | Thirteenweeks ended |         | Twenty-six weeksended |
| In thousands, exceptper share dataFiscal periodended |  | June 26,2005        |         | June27,2004           |  | June 26,2005 |         | June27,2004 |
| Revenues:                                            |  |
| Advertising                                          |  | $                   | 115,011 |                  |  | $            | 81,459  |        |  | $      | 217,251 |    |  | $      | 154,136 |    |
| Circulation                                          |  |                | 26,850  |                  |  |         | 22,107  |        |  |   | 53,920  |    |  |   | 44,608  |    |
| Newspaperrevenues                                    |  |                | 141,861 |                  |  |         | 103,566 |        |  |   | 271,171 |    |  |   | 198,744 |    |
| Commercialprinting andother                          |  |                | 4,872   |                  |  |         | 4,085   |        |  |   | 9,471   |    |  |   | 8,065   |    |
| Totalrevenues                                        |  |                | 146,733 |                  |  |         | 107,651 |        |  |   | 280,642 |    |  |   | 206,809 |    |
| Operatingexpenses:                                   |  |
| Salaries and employeebenefits                        |  |                | 55,385  |                  |  |         | 39,418  |        |  |   | 111,399 |    |  |   | 78,667  |    |
| Newsprint,ink and printingcharges                    |  |                | 12,956  |                  |  |         | 8,520   |        |  |   | 24,129  |    |  |   | 16,228  |    |
| Selling,general andadministrative                    |  |                | 19,602  |                  |  |         | 14,258  |        |  |   | 41,310  |    |  |   | 27,732  |    |
| Depreciationandamortization                          |  |                | 5,114   |                  |  |         | 3,678   |        |  |   | 10,352  |    |  |   | 7,389   |    |
| Other                                                |  |                | 19,018  |                  |  |         | 14,371  |        |  |   | 37,967  |    |  |   | 29,212  |    |
| Totaloperatingexpenses                               |  |                | 112,075 |                  |  |         | 80,245  |        |  |   | 225,157 |    |  |   | 159,228 |    |
| Operatingincome                                      |  |                | 34,658  |                  |  |         | 27,406  |        |  |   | 55,485  |    |  |   | 47,581  |    |
| Netinterest expense andother                         |  |                | (9,350  | )                |  |         | (3,128  | )      |  |   | (17,843 | )  |  |   | (6,463  | )  |
| Incomebefore provision for incometaxes               |  |                | 25,308  |                  |  |         | 24,278  |        |  |   | 37,642  |    |  |   | 41,118  |    |
| Provisionfor incometaxes                             |  |                | 9,936   |                  |  |         | 9,518   |        |  |   | 14,771  |    |  |   | 16,111  |    |
| Netincome                                            |  | $                   | 15,372  |                  |  | $            | 14,760  |        |  | $      | 22,871  |    |  | $      | 25,007  |    |
| Netincome per commonshare:                           |  |
| Basic                                                |  | $                   | 0.37    |                  |  | $            | 0.35    |        |  | $      | 0.55    |    |  | $      | 0.60    |    |
| Diluted                                              |  | $                   | 0.37    |                  |  | $            | 0.35    |        |  | $      | 0.54    |    |  | $      | 0.59    |    |
| Weighted-averagesharesoutstanding:                   |  |
| Basic                                                |  |                | 41,717  |                  |  |         | 41,938  |        |  |   | 41,867  |    |  |   | 41,852  |    |
| Diluted                                              |  |                | 41,943  |                  |  |         | 42,693  |        |  |   | 42,179  |    |  |   | 42,635  |    |
|                                                      |

Seeaccompanying notes.

2

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JOURNAL REGISTER COMPANY CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                 |  |                       |         |              |  |        |         |         |  |  |
|---------------------------------------------------------------------------------|--|-----------------------|---------|--------------|--|--------|---------|---------|--|--|
| Inthousands                                                                     |  | Twenty-six weeksended |
| Fiscal periodended                                                              |  | June 26, 2005         |         | June 27,2004 |
| Cash flows from operatingactivities:                                            |  |
| Netincome                                                                       |  | $                     | 22,871  |         |  | $      | 25,007  |    |
| Adjustmentsto reconcile net income to net cash provided by operatingactivities: |  |
| Provision for losses on accountsreceivable                                      |  |                  | 2,456   |         |  |   | 1,728   |    |
| Depreciationandamortization                                                     |  |                  | 10,352  |         |  |   | 7,389   |    |
| Increasein deferred incometaxes                                                 |  |                  | 10,264  |         |  |   | 4,078   |    |
| Increase inaccountsreceivable                                                   |  |                  | (543    | )       |  |   | (2,381  | )  |
| (Increase)/decreasein accountspayable                                           |  |                  | (3,728  | )       |  |   | 2,930   |    |
| Other,net                                                                       |  |                  | (2,456  | )       |  |   | 916     |    |
| Netcash provided by operatingactivities                                         |  |                  | 39,216  |         |  |   | 39,667  |    |
| Cashflows from investing activities:                                            |  |
| Net additionsto property, plant andequipment                                    |  |                  | (4,216  | )       |  |   | (5,070  | )  |
| Purchasesof businesses, net of cashacquired                                     |  |                  | — |         |  |   | (1,036  | )  |
| Netcash used in investingactivities                                             |  |                  | (4,216  | )       |  |   | (6,106  | )  |
| Cashflows from financing activities:                                            |  |
| Net repaymentsof long-term debt and capital leaseobligations                    |  |                  | (22,614 | )       |  |   | (39,491 | )  |
| Exerciseof stock options for commonstock                                        |  |                  | 54      |         |  |   | 5,936   |    |
| Purchase of Companystock                                                        |  |                  | (12,438 | )       |  |   | — |    |
| Netcash used in financingactivities                                             |  |                  | (34,998 | )       |  |   | (33,555 | )  |
| Increasein cash and cashequivalents                                             |  |                  | 2       |         |  |   | 6       |    |
| Cash and cashequivalents, beginning ofperiod                                    |  |                  | 51      |         |  |   | 31      |    |
| Cash,end ofperiod                                                               |  | $                     | 53      |         |  | $      | 37      |    |
| Supplementaldisclosures of cash flowinformation:                                |  |
| Cash paid during the periodfor:                                                 |  |
| Interest                                                                        |  | $                     | 14,996  |         |  | $      | 6,557   |    |
| Incometaxes                                                                     |  | $                     | 5,476   |         |  | $      | 10,671  |    |
| Supplementaldisclosures of non-cashactivities:                                  |  |
| Comprehensive income (loss) –mark-to-market hedge adjustments, net oftax  |  | $                     | (487    | )       |  | $      | 1,123   |    |
|                                                                                 |

Seeaccompanying notes.

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

1.    Organization and Basis of Presentation

Theaccompanying condensed consolidated financial statements includeJournal Register Company and all of its wholly-owned subsidiaries (the"Company"). The Company owns 27 daily and 338non-daily publications serving markets in Greater Philadelphia,Michigan, Connecticut, the Greater Cleveland area of Ohio, Central NewEngland and the Capital-Saratoga and Mid-Hudson regions of New York.The Company also owns and manages commercial printing operations inConnecticut and Pennsylvania. In addition, the Company currentlyoperates 201 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 interim financial statements contain all materialadjustments (consisting only of normal recurring accruals) necessary topresent fairly its financial position as of June 26, 2005 and December26, 2004, the results of its operations for the thirteen and twenty-sixweek periods ended June 26, 2005 and June 27, 2004 and its cash flowsfor the twenty-six week periods ended June 26, 2005 and June 27, 2004.These financial statements should be read in conjunction with theDecember 26, 2004 audited Consolidated Financial Statements and Notesthereto. The interim operating results are not necessarily indicativeof the results to be expected for an entire year. Certain operatingexpenses in the thirteen and twenty-six week periods ended June 27,2004 have been reclassified to conform to the Company's currentpresentation. The reclassification had no impact on total operatingexpenses, operating income or net income.

2.    Earnings PerCommon Share

The following table sets forth the computation ofweighted-average shares outstanding for calculating both basic anddiluted earnings per share("EPS"):

|                                       |  |                     |        |                       |  |               |        |              |  |        |        |        |  |        |        |        |  |  |
|---------------------------------------|--|---------------------|--------|-----------------------|--|---------------|--------|--------------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                                  |  | Thirteenweeks ended |        | Twenty-six weeksended |
|                                  |  | June 26,2005        |        | June 27, 2004         |  | June 26, 2005 |        | June 27,2004 |
| Weighted-average shares –basic  |  |                | 41,717 |                  |  |          | 41,938 |         |  |   | 41,867 |   |  |   | 41,852 |   |
| Effectof dilutivesecurities:          |  |                |   |                  |  |          |   |         |  |   |   |   |  |   |   |   |
| Employeestockoptions                  |  |                | 226    |                  |  |          | 755    |         |  |   | 312    |   |  |   | 783    |   |
| Weighted-averageshares –diluted |  |                | 41,943 |                  |  |          | 42,693 |         |  |   | 42,179 |   |  |   | 42,635 |   |
|                                       |

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

3.    CommonStock

On April 19, 2005, the Company announced that, pursuantto previous board authorization, it was recommencing its sharerepurchase program and that repurchases of the Company's commonstock, in an aggregate amount of up to $30 million, may be made fromtime to time in open market or private transactions as marketconditions dictate. Since the announcement, and as of June 26, 2005,the Company has repurchased 764,800 shares at a total cost ofapproximately $12.4 million.

4.    Stock-BasedCompensation Costs

In December 2002, the Financial AccountingStandards Boards ("FASB") issued Statement ofFinancial Accounting Standards ("SFAS") No.148, Accounting for Stock-Based Compensation – 

4

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

4.    Stock-BasedCompensation Costs (continued)

Transition and Disclosure, to providealternative methods of transition for a voluntary change to the fairvalue method of accounting for stock-based employee compensation. Inaddition, SFAS No. 148 amends the disclosure requirements of SFAS No.123, Accounting for Stock Based Compensation, to require moreprominent disclosures in both annual and interim financial statementsabout the method of accounting for stock-based employee compensationand the effect of the method used on reported results. The Companyelected to continue to follow the intrinsic value method of accountingas prescribed by Accounting Principles Board Opinion No. 25,Accounting for 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 disclosure, 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, isasfollows:

|                                                                                                                                                                 |  |                     |        |                       |  |               |        |             |  |        |        |         |  |        |        |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------|--------|-----------------------|--|---------------|--------|-------------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                                                                                                                            |  | Thirteenweeks ended |        | Twenty-six weeksended |
| (In thousands, except per shareamounts)                                                                                                                         |  | June 26,2005        |        | June 27, 2004         |  | June 26, 2005 |        | June27,2004 |
| Netincome:                                                                                                                                                      |  |
| As reported                                                                                                                                                     |  | $                   | 15,372 |                  |  | $             | 14,760 |        |  | $      | 22,871 |    |  | $      | 25,007 |    |
| Add:    Stock-based employee compensation expenseincluded in reported net income, net of related tax effects                                |  |                | 23     |                  |  |          | 7      |        |  |   | 251    |    |  |   | 7      |    |
| Deduct:    Total stock-based employeecompensation expense determined under fair value based method for allawards, net of related taxeffects |  |                | (577   | )                |  |          | (520   | )      |  |   | (1,310 | )  |  |   | (1,000 | )  |
| Proforma                                                                                                                                                        |  | $                   | 14,818 |                  |  | $             | 14,247 |        |  | $      | 21,812 |    |  | $      | 24,014 |    |
| Netincome per common share:                                                                                                                                     |  |
| Asreported:                                                                                                                                                     |  |
| Basic                                                                                                                                                           |  | $                   | 0.37   |                  |  | $             | 0.35   |        |  | $      | 0.55   |    |  | $      | 0.60   |    |
| Diluted                                                                                                                                                         |  | $                   | 0.37   |                  |  | $             | 0.35   |        |  | $      | 0.54   |    |  | $      | 0.59   |    |
| Proforma:                                                                                                                                                       |  |
| Basic                                                                                                                                                           |  | $                   | 0.36   |                  |  | $             | 0.34   |        |  | $      | 0.52   |    |  | $      | 0.57   |    |
| Diluted                                                                                                                                                         |  | $                   | 0.35   |                  |  | $             | 0.33   |        |  | $      | 0.52   |    |  | $      | 0.56   |    |
|                                                                                                                                                                 |

5.    Acquisitions

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

From September 1993 through June26, 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.

5

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

5.    Acquisitions (continued)

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

The total amount expended forthe acquisition, including transaction costs, was approximately $423million, including the $415 million purchase price. The purchase pricewas financed with borrowings under a Credit Agreement, dated as ofAugust 12, 2004, between the Company, the lenders party thereto andJPMorgan Chase Bank, as administrative agent (the "CreditAgreement"). The portion of the purchase price in excessof $415 million consisted of direct acquisition costs and certain costsincurred or expected to be incurred in connection with the integrationand consolidation of 21st Century's operations.

The Company is in the process of finalizing the valuation of thebusiness, and the allocation of the purchase price is, therefore,subject to potential adjustment. There is no tax deductible goodwillresulting directly from the Company's acquisition of21st Century. The purchase price allocation for21st Century, as of June 26, 2005, is as follows (inthousands):

|                                               |  |        |         |        |  |  |
|-----------------------------------------------|--|--------|---------|--------|--|--|
| Currentassets, net of cash acquired of $1,901 |  | $      | 20,552  |   |
| Property, plant and equipment                 |  |   | 32,163  |   |
| Goodwill                                      |  |   | 280,290 |   |
| Intangible andother long-term assets          |  |   | 129,421 |   |
| Otherassets                                   |  |   | 163     |   |
| Totalassets acquired                          |  |   | 462,589 |   |
| Current liabilities                           |  |   | 19,580  |   |
| Non-current liabilities                       |  |   | 19,683  |   |
| Totalliabilities assumed                      |  |   | 39,263  |   |
| Net assetsacquired                            |  | $      | 423,326 |   |
|                                               |

Thefollowing table presents (i) the unaudited consolidated results ofoperations of the Company for the thirteen and twenty six weeks endedJune 26, 2005, respectively, and (ii) the unaudited pro formaconsolidated results of operations of the Company for the thirteen andtwenty six weeks ended June 27, 2004, respectively, as though the21st Century acquisition occurred on the first day of suchperiod:

|                                        |  |                     |         |                       |  |               |         |              |  |        |         |        |  |        |         |        |  |  |
|----------------------------------------|--|---------------------|---------|-----------------------|--|---------------|---------|--------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| (Inthousands, except per shareamounts) |  |
|                                   |  | Thirteenweeks ended |         | Twenty-six weeksended |
|                                   |  | June 26,2005        |         | June 27, 2004         |  | June 26, 2005 |         | June 27,2004 |
|                                   |  |                |         | (Proforma)            |  |          |         | (Pro forma)  |
| Netrevenues                            |  | $                   | 146,733 |                  |  | $             | 146,603 |         |  | $      | 280,642 |   |  | $      | 279,583 |   |
| Netincome                              |  | $                   | 15,372  |                  |  | $             | 15,847  |         |  | $      | 22,871  |   |  | $      | 25,759  |   |
| Netincome pershare:                    |  |                |    |                  |  |          |    |         |  |   |    |   |  |   |    |   |
| Basic                                  |  | $                   | 0.37    |                  |  | $             | 0.38    |         |  | $      | ..55    |   |  | $      | ..62    |   |
| Diluted                                |  | $                   | 0.37    |                  |  | $             | 0.37    |         |  | $      | ..54    |   |  | $      | .60     |   |
|                                        |

6

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

5.    Acquisitions (continued)

The pro forma results are not necessarilyindicative of what actually would have occurred if the 21stCentury acquisition had occurred on December 29, 2003 and are notintended to be a projection of future results.

The Companycompleted three other acquisitions during 2004. On January 28, 2004,the Company completed the acquisition of O Jornal, a weeklyPortuguese-language newspaper based in Fall River, Massachusetts, withcirculation of approximately 14,300 serving more than 30 communities inMassachusetts and Rhode Island. On May 4, 2004, the Company completedthe acquisition of the assets of Mohawk Valley Media, a group ofnon-daily publications based in Rome, New York serving Rome andneighboring communities. On October 4, 2004, the Company acquired theassets of Berks-Mont Newspapers, Inc., a privately held non-dailynewspaper group, based in Boyertown, Pennsylvania. These threeacquisitions were not material either individually or in theaggregate.

During the twenty six weeks ended June 26, 2005, theCompany incurred expenses of approximately $315,000, net of relatedtaxes, in connection with a potential acquisition that the Company didnot consummate. These expenses are included under the caption"Net interest expense and other" on theCondensed Consolidated Statements ofIncome.

6.    Debtand Interest Rate Derivatives

The Credit Agreement provides for(i) two secured term loan facilities ("Term LoanA" 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 conditionsprovided for in the Credit Agreement.   To date, the Company hasnot drawn down on the Incremental Facility. As of June 26, 2005, themaximum availability under the Revolving Credit Facility was $289million (including the impact of $5.4 million in outstanding letters ofcredit issued under the Credit Agreement), with approximately $164million available based on the terms of the Credit Agreement.

Term Loan A and Term Loan B mature on November 12, 2011 and August12, 2012, respectively, and the Revolving Credit Facility matures onNovember 12, 2011. The Term Loans are repayable in quarterlyinstallments commencing in December 2006 and the availability of theRevolving Credit Facility is subject to certain quarterly reductionsthat commence in December 2009.

The amounts outstanding underthe Credit 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 the Company's debt to trailing four quarters CashFlow (as defined in the Credit Agreement) and are reduced or increasedas such ratio declines or increases, respectively. The estimated fairvalue of the Term Loans and Revolving Credit Facility approximatestheir carrying value.

A commitment fee is incurred on theaverage daily unused portion of the Revolving Credit Facility, payablequarterly in arrears, at a percentage that varies from 0.375 percent to0.250 percent per annum based on the quarterly calculation of theCompany's Total Leverage Ratio (as defined in the CreditAgreement). At June 26, 2005, the Company's commitment fee was0.375 percent.

7

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

6.    Debtand Interest Rate Derivatives (continued)

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

|                                             |  |              |         |                   |  |        |         |        |  |  |
|---------------------------------------------|--|--------------|---------|-------------------|--|--------|---------|--------|--|--|
| (Inthousands)                               |  | June 26,2005 |         | December 26, 2004 |
| Term LoanA                                  |  | $            | 275,000 |              |  | $      | 275,000 |   |
| Term LoanB                                  |  |         | 350,000 |              |  |   | 350,000 |   |
| Revolving CreditFacility                    |  |         | 130,800 |              |  |   | 153,300 |   |
| TotalLong-TermDebt                          |  |         | 755,800 |              |  |   | 778,300 |   |
| Less:    CurrentPortion |  |         | — |              |  |   | — |   |
| TotalLong-term debt, less currentportion    |  | $            | 755,800 |              |  | $      | 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 June 26, 2005, the Company was in compliance with the financialcovenants contained in the Credit Agreement.

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

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

8

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

6.    Debtand Interest Rate Derivatives (continued)

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 June26, 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 June 26,2005:

|                 |  |         |     |           |  |                |      |        |  |                         |  |           |  |  |  |  |  |  |
|-----------------|--|---------|-----|-----------|--|----------------|------|--------|--|-------------------------|--|-----------|--|--|--|--|--|--|
| 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 RateSwaps.    Pursuant to the terms of the Swaps, in the event 90-dayLIBOR exceeds the fixed interest rate, the Company will receive cashfrom the issuers to compensate for the rate in excess of the fixedrate. If the 90-day LIBOR is lower than the fixed rate, the Companywill pay cash to the issuers to compensate for the rate below the fixedrate. As of June 26, 2005, the aggregate notional amount of existingSwaps in effect was approximately $260 million.

The followingtable summarizes the Company's existing Swaps and executedcontracts for Swaps not yet effective, if any, in each case at June 26,2005:

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

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

7.    ComprehensiveIncome

The components of comprehensive income for the thirteenand twenty-six week periods ended June 26, 2005 and June 27, 2004 areasfollows:

|                                                                                        |  |                     |         |                       |  |               |         |              |  |        |        |         |  |        |         |        |  |  |
|----------------------------------------------------------------------------------------|--|---------------------|---------|-----------------------|--|---------------|---------|--------------|--|--------|--------|---------|--|--------|---------|--------|--|--|
|                                                                                   |  | Thirteenweeks ended |         | Twenty-six weeksended |
| (Inthousands)                                                                          |  | June 26, 2005       |         | June27, 2004          |  | June 26, 2005 |         | June 27,2004 |
| Netincome                                                                              |  | $                   | 15,372  |                  |  | $             | 14,760  |         |  | $      | 22,871 |    |  | $      | 25,007  |   |
| Reclassificationof unrealized gains on fully effective hedges to net income, net oftax |  |                | 324     |                  |  |          | 407     |         |  |   | 393    |    |  |   | 830     |   |
| Netchange in fair value of fully effective hedges, net oftax                           |  |                | (5,327  | )                |  |          | 496     |         |  |   | (862   | )  |  |   | 293     |   |
| Markto market adjustment of investments, net oftax                                     |  |                | — |                  |  |          | — |         |  |   | (18    | )  |  |   | — |   |
| Comprehensiveincome                                                                    |  | $                   | 10,369  |                  |  | $             | 15,663  |         |  | $      | 22,384 |    |  | $      | 26,130  |   |
|                                                                                        |

9

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

7.    ComprehensiveIncome (continued)

Accumulated other comprehensive loss, netof tax, as of June 26, 2005 and December 26, 2004, was approximately$15.9 million and $15.4 million, respectively. These balances primarilyconsist of net losses from changes in the fair value of theCompany's minimum pension liabilities and IRPAs.

8.    Intangibleand Other Assets

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

|                                              |  |                    |         |                         |  |        |         |         |  |                         |         |        |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|----------------------------------------------|--|--------------------|---------|-------------------------|--|--------|---------|---------|--|-------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                         |  | Asof June 26, 2005 |         | As of December 26,2004  |
| (Inthousands)                                |  | Gross              |         | AccumulatedAmortization |  | Net    |         | Gross   |  | AccumulatedAmortization |         | Net    |
| Intangibleassets subject toamortization:     |  |
| Customer and subscriberlists                 |  | $                  | 9,657   |                    |  | $      | (6,768  | )  |  | $                       | 2,889   |   |  | $      | 9,657   |   |  | $      | (5,934  | )  |  | $      | 3,723   |   |
| Non-competecovenants                         |  |               | 4,317   |                    |  |   | (2,090  | )  |  |                    | 2,227   |   |  |   | 4,317   |   |  |   | (1,832  | )  |  |   | 2,485   |   |
| Debtissuancecosts                            |  |               | 11,908  |                    |  |   | (1,302  | )  |  |                    | 10,606  |   |  |   | 11,908  |   |  |   | (559    | )  |  |   | 11,349  |   |
| Total                                        |  |               | 25,882  |                    |  |   | (10,160 | )  |  |                    | 15,722  |   |  |   | 25,882  |   |  |   | (8,325  | )  |  |   | 17,557  |   |
| Intangibleassets not subject toamortization: |  |               |    |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |
| Goodwill                                     |  |               | 833,847 |                    |  |   | (63,210 | )  |  |                    | 770,637 |   |  |   | 835,893 |   |  |   | (63,210 | )  |  |   | 772,683 |   |
| Mastheads                                    |  |               | 137,900 |                    |  |   | (92     | )  |  |                    | 137,808 |   |  |   | 137,900 |   |  |   | (92     | )  |  |   | 137,808 |   |
| Total                                        |  |               | 971,747 |                    |  |   | (63,302 | )  |  |                    | 908,445 |   |  |   | 973,793 |   |  |   | (63,302 | )  |  |   | 910,491 |   |
| Totalgoodwill and other intangibleassets     |  | $                  | 997,629 |                    |  | $      | (73,462 | )  |  | $                       | 924,167 |   |  | $      | 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 consolidated balance sheet. The change in goodwillreflects an adjustment to the Company's 2004 acquisitions (seenote 5). For the thirteen weeks periods ended June 26, 2005 and June27, 2004, amortization expense for intangible assets was $879,000 and$346,000, respectively. For the twenty-six weeks ended June 26, 2005and June 27, 2004, amortization expense for intangible assets was$1,835,000 and $692,000, respectively. Estimated future amortizationexpense for identifiable intangible assets and other assets is asfollows (inthousands):

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

10

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

8.    Intangibleand Other Assets (continued)

The changes in the carrying amount ofgoodwill during the twenty-six weeks ended June 26, 2005 and the fiscalyear ended December 26, 2004 are asfollows:

|                                   |  |              |         |                   |  |        |         |         |  |  |
|-----------------------------------|--|--------------|---------|-------------------|--|--------|---------|---------|--|--|
| (Inthousands)                     |  | June 26,2005 |         | December 26, 2004 |
| Beginningbalance                  |  | $            | 772,683 |              |  | $      | 491,833 |    |
| Goodwillacquired during theperiod |  |         | — |              |  |   | 284,111 |    |
| Adjustments                       |  |         | (2,046  | )            |  |   | (3,261  | )  |
| Endingbalance                     |  | $            | 770,637 |              |  | $      | 772,683 |    |
|                                   |

9.    Pensionand Other Post-retirement Benefits

Net Periodic Benefit Costfor the thirteen and twenty-six week periods ended June 26, 2005 andJune  27, 2004 included the followingcomponents:

|                                        |  |                 |         |                               |  |               |         |              |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------|--|-----------------|---------|-------------------------------|--|---------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                   |  | PensionBenefits |         | Other Post-RetirementBenefits |
| (Inthousands)Thirteen weeksended:      |  | June 26,2005    |         | June 27, 2004                 |  | June 26, 2005 |         | June27, 2004 |
| Components of NetPeriodic BenefitCost: |  |            |    |                          |  |          |    |         |  |   |    |    |  |   |    |    |
| ServiceCost                            |  | $               | 699     |                          |  | $             | 557     |         |  | $      | 5       |    |  | $      | — |    |
| InterestCost                           |  |            | 1,565   |                          |  |          | 1,478   |         |  |   | 66      |    |  |   | 61      |    |
| ExpectedReturn on PlanAssets           |  |            | (2,066  | )                        |  |          | (1,804  | )       |  |   | — |    |  |   | — |    |
| AmortizationofNet:                     |  |            |    |                          |  |          |    |         |  |   |    |    |  |   |    |    |
| TransitionObligation                   |  |            | — |                          |  |          | — |         |  |   | — |    |  |   | — |    |
| PriorServiceCost                       |  |            | (88     | )                        |  |          | (89     | )       |  |   | (17     | )  |  |   | (23     | )  |
| Loss/(Gain)                            |  |            | 387     |                          |  |          | 490     |         |  |   | (121    | )  |  |   | (77     | )  |
| NetPeriodic BenefitCost                |  | $               | 497     |                          |  | $             | 632     |         |  | $      | (67     | )  |  | $      | (39     | )  |
|                                        |

|                                        |  |                 |         |                               |  |               |         |              |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------|--|-----------------|---------|-------------------------------|--|---------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                   |  | PensionBenefits |         | Other Post-RetirementBenefits |
| (Inthousands)Twenty-six weeksended:    |  | June 26,2005    |         | June 27, 2004                 |  | June 26, 2005 |         | June27, 2004 |
| Components of NetPeriodic BenefitCost: |  |            |    |                          |  |          |    |         |  |   |    |    |  |   |    |    |
| ServiceCost                            |  | $               | 1,398   |                          |  | $             | 1,114   |         |  | $      | 10      |    |  | $      | — |    |
| InterestCost                           |  |            | 3,130   |                          |  |          | 2,956   |         |  |   | 132     |    |  |   | 122     |    |
| ExpectedReturn on PlanAssets           |  |            | (4,132  | )                        |  |          | (3,608  | )       |  |   | — |    |  |   | — |    |
| AmortizationofNet:                     |  |            |    |                          |  |          |    |         |  |   |    |    |  |   |    |    |
| TransitionObligation                   |  |            | — |                          |  |          | — |         |  |   | — |    |  |   | — |    |
| PriorServiceCost                       |  |            | (176    | )                        |  |          | (178    | )       |  |   | (34     | )  |  |   | (46     | )  |
| Loss/(Gain)                            |  |            | 774     |                          |  |          | 980     |         |  |   | (242    | )  |  |   | (154    | )  |
| NetPeriodic BenefitCost                |  | $               | 994     |                          |  | $             | 1,264   |         |  | $      | (134    | )  |  | $      | (78     | )  |
|                                        |

TheCompany currently expects to contribute an aggregate of approximately$200,000 to its defined benefit pension plans in fiscal year 2005. Forthe post-retirement health and life insurance plans, the Companyexpects to contribute approximately $431,000 in fiscal year 2005.During the thirteen weeks ended June 26, 2005, approximately $46,000and $101,200 was contributed by the Company to the Company-sponsoreddefined benefit pension plans and the Company-sponsored post-retirementhealth and life insurance plans, respectively. During the twenty-sixweeks ended June 26, 2005, approximately 

11

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JOURNALREGISTER COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS June 26,2005(Unaudited)

9.    Pensionand Other Post-retirement Benefits (continued)

$98,100 and $160,900 was contributed by theCompany to the Company-sponsored defined benefit pension plans and theCompany-sponsored post-retirement health and life insurance plans,respectively.

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

10.    Recently Issued Accounting Standards

In December 2004, the FASB issued SFAS No.123 (revised 2004),"Share-Based Payment" ("SFAS123(R)"), which replaces SFAS No.123,"Accounting for Stock-Based Compensation"("SFAS 123") and supercedes APB 25. SFAS123(R) requires all share-based payments to employees, including grantsof employee stock options, to be recognized in the financial statementsbased on their fair values. The pro forma disclosures previouslypermitted under SFAS 123 will no longer be an alternative to financialstatement recognition. In April 2005, the U.S. Securities and ExchangeCommission (the "SEC") announced a deferralof the effective date of SFAS 123(R) until the first interim or annualreporting period of the registrant's first fiscal year beginningon or after June 15, 2005. SFAS 123(R) will become effective for theCompany beginning in the first fiscal quarter of 2006. The Company isevaluating the requirements of SFAS 123(R) and has not yet determinedthe method of adoption, nor has the Company determined whether theadoption will result in amounts that are similar to the current proforma disclosures under SFAS 123 provided in Note 4 above.

InMay 2005, the FASB issued Statement of Financial Accounting StandardsNo.  154, "Accounting Changes and ErrorCorrections—A Replacement of APB Opinion No.  20 and FASBStatement No.  3 ("SFAS154")."   SFAS  154 requiresretrospective application to prior periods' financial statementsfor changes in accounting principle, unless it is impracticable todetermine either the period-specific effects or the cumulative effectof the change.   SFAS 154 also requires that retrospectiveapplication of a change in accounting principle be limited to thedirect effects of the change.   Indirect effects of a change inaccounting principle, such as a change in non-discretionaryprofit-sharing payments resulting from an accounting change, should berecognized in the period of the accounting change.   SFAS 154also requires that a change in depreciation, amortization, or depletionmethod for long-lived, non-financial assets be accounted for as achange in accounting estimate affected by a change in accountingprinciple.   SFAS 154 is effective for accounting changes andcorrections of errors made in fiscal years beginning after December 15,2005.   Early adoption is permitted for accounting changes andcorrections of errors made in fiscal years beginning after the datethis Statement is issued.

11.    Subsequent Events

OnJuly 27, 2005, the Company announced that its Board of Directors hadapproved the initiation of a cash dividend policy and declared theCompany's first quarterly cash dividend of $0.02 per share ofCommon Stock. The dividend will be payable on October 3, 2005 tostockholders of record on September  7,2005.

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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 ofJune 26, 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; the Capital-Saratoga andMid-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 over 5million.

The principal elements of the Company's strategyare to: (i) expand advertising revenues and readership; (ii) grow byacquisition; (iii) capture synergies from geographic clustering; and(iv) implement consistent operating policies and standards.

Aspart of the Company's strategy, the Company focuses on increasingadvertising and circulation revenues and expanding readership at itsexisting and newly acquired properties. The Company has also developedcertain operating policies and standards, which it believes haveresulted in significant improvements in the cash flow and profitabilityof its existing and acquired newspapers, including: (i) focusing onlocal content; (ii) maintaining and improving product quality; (iii)enhancing distribution; and (iv) promoting community involvement.

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

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

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

In addition, the Company is committed to expanding itsbusiness through its Internet initiatives. Online revenues of $4.3million are included in advertising revenues and constitutedapproximately 2.0 percent of total advertising revenues for thetwenty-six week period ended June 26, 2005. The Company's onlineobjective is to make its Websites, all of which are accessible throughwww.journalregister.com, the local information portal for theirrespective markets by establishing such Websites as the indispensablesource of useful and reliable community news, sports and information intheir markets. The Company currently operates 201 Websites, which areaffiliated with the Company's daily newspapers and non-dailypublications.

The Company promotes single copy sales of itsnewspapers because it believes that such sales have even higherreadership than subscription sales, and that single-copy readers tendto be more active 

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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, 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 Company's Michigan cluster, which is comprisedof the 21st Century newspaper operations, is theCompany's second largest cluster based on revenues, with thelargest being the Company's Greater Philadelphia cluster. TheOakland Press and The Macomb Daily, two of 21stCentury's daily newspapers, are the Company's second andthird largest newspapers, respectively, with the New HavenRegister remaining the Company's flagship and largestnewspaper.

The Company completed three other acquisitions during2004. On January 28, 2004, the Company completed the acquisition ofO Jornal, a weekly Portuguese-language newspaper based in FallRiver, Massachusetts, with circulation of approximately 14,300 servingmore than 30 communities in Massachusetts and Rhode Island. On May 4,2004, the Company completed the acquisition of the assets of MohawkValley Media, a group of non-daily publications based in Rome, New Yorkserving Rome and neighboring communities. On October 4, 2004, theCompany acquired the assets of Berks-Mont Newspapers, Inc., a privatelyheld non-daily newspaper group, based in Boyertown, Pennsylvania.

From September 1993 through June 26, 2005, the Company completed 30strategic acquisitions (including those described above), acquiring 18daily newspapers, 294 non-daily publications and four commercialprinting companies. Three of the four commercial printing facilitiesowned by the Company print a number of the Company's non-dailypublications and the fourth is a premium quality sheet-fed printingcompany.

Results of Operations

Thirteen Week PeriodEnded June 26, 2005 as Compared to the Thirteen Week Period EndedJune 27, 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 the thirteenweek period ended June 26, 2005 was $15.4 million, or $0.37 per dilutedshare, versus $14.8 million, or $0.35 per diluted share, for thethirteen week period ended June 27, 2004, which reflects a diligentfocus on cost controls throughout the Company, results from theCompany's recently-acquired Michigan cluster and strong onlinerevenue performance, which offset an otherwise challenging advertisingenvironment.

Revenues.    For the thirteen week periodended June 26, 2005, the Company's revenues increased $39.1million, or 36.3 percent, to $146.7 million, as a result of theCompany's acquisitions. Newspaper revenues for the thirteen weeksended June 26, 2005 as compared to the prior year period increased$38.3 million, or 37.0 percent, to $141.9 million. Advertising revenuesincreased 41.2 percent to $115.0 million, 

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as compared to $81.5 million for the secondquarter of 2004. Circulation revenues for the thirteen week periodended June 26, 2005 increased $4.7 million, or 21.5 percent, ascompared to the prior year period. Commercial printing and otherrevenues for the thirteen weeks ended June 26, 2005 increased by $0.8million, or 19.3 percent, to $4.9 million as compared to the prior yearperiod, and represented 3.3 percent of the Company's revenues forthe thirteen weeks ended June 26, 2005. Online revenues for thethirteen weeks ended June 26, 2005 increased 64.4 percent to $2.4million as compared to the prior year period.

The followingtable sets forth the Company's total advertising revenues, bycategory, for the thirteen week periods ended June 26, 2005 and June27, 2004:

|                          |  |                     |         |              |  |           |        |        |  |        |      |         |  |  |
|--------------------------|--|---------------------|---------|--------------|--|-----------|--------|--------|--|--------|------|---------|--|--|
|                     |  | ThirteenWeeks Ended |         |
| (Dollars inthousands)    |  | June 26, 2005       |         | June27, 2004 |  | %Increase |
| Local                    |  | $                   | 62,214  |         |  | $         | 44,177 |   |  |   | 40.8 | %  |
| Classified               |  |                | 47,534  |         |  |      | 33,049 |   |  |   | 43.8 | %  |
| National                 |  |                | 5,263   |         |  |      | 4,233  |   |  |   | 24.3 | %  |
| Totaladvertisingrevenues |  | $                   | 115,011 |         |  | $         | 81,459 |   |  |   | 41.2 | %  |
|                          |

Proforma newspaper revenues.    On a pro forma basis, totalnewspaper revenues for the thirteen week period ended June 26, 2005decreased $1.6 million, or 1.1 percent, to $141.9 million from $143.5million in the prior year period. Pro forma advertising revenuesdecreased $1.0 million, or 0.9 percent. Classified advertising revenuesincreased 1.0 percent, retail advertising revenues decreased 2.0percent and national advertising revenues decreased 4.8 percent, eachon a pro forma basis for the thirteen weeks ended June 26, 2005, ascompared to the thirteen weeks ended June 27, 2004. The increase inclassified advertising revenues resulted from a 7.6 percent increase inpro forma classified employment advertising revenues and a 5.9 percentincrease in pro forma classified real estate advertising revenues,partially offset by a 10.4 percent decrease in pro forma classifiedautomotive advertising revenues. Pro forma circulation revenuesdeclined $0.6 million, or 2.1 percent, as compared to the thirteen weekperiod ended June 27, 2004.

Salaries and employeebenefits.    Salaries and employee benefit expenses were 37.7percent of the Company's revenues for the thirteen week periodended June 26, 2005, as compared to 36.6 percent for the thirteen weekperiod ended June 27, 2004. Salaries and employee benefits increased$16.0 million, or 40.5 percent, to $55.4 million for the thirteen weekperiod ended June 26, 2005. The increase in salaries and benefits isdue to the Company's 2004 acquisitions. On a same-store basis,salaries and benefits decreased $0.5 million, or 1.2 percent, for thethirteen weeks ended June 26, 2005 as compared to the prior yearperiod.

Newsprint, ink and printing charges.    For thethirteen week period ended June 26, 2005, newsprint, ink and printingcharges were 8.8 percent of the Company's revenues, as comparedto 7.9 percent for the thirteen week period ended June 27, 2004.Newsprint, ink and printing charges for the thirteen week period endedJune 26, 2005 increased $4.4 million, or 52.1 percent, as compared tothe thirteen week period ended June 27, 2004. This increase isprincipally due to the Company's 2004 acquisitions. TheCompany's newsprint expense increased 1.2 percent for thethirteen week period ended June 26, 2005 as compared to the prior yearperiod, on a same-store basis, reflecting an increase in unit cost ofapproximately nine percent, partially offset by a decrease inconsumption, each on a comparable basis.

Selling, general andadministrative.    Selling, general and administrative expenseswere 13.4 percent and 13.2 percent of the Company's revenues forthe thirteen week periods ended June 26, 2005 and June 27, 2004,respectively. As compared to the prior year period, selling, generaland administrative expenses for the thirteen week period ended June 26,2005 increased $5.3 million, or 37.5 percent, to $19.6 million. Thisincrease was primarily due to the Company's 2004 acquisitions,offset partially by savings in same-store selling, general andadministrative expenses. On a same-store basis, selling, general andadministrative expenses for the thirteen week period ended June 26,2005 decreased $0.5 million, or 3.3 percent.

Depreciation andamortization.    Depreciation and amortization expense was 3.5percent of the Company's revenues for the thirteen week periodended June 26, 2005 as compared to 3.4 percent for the 

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thirteen week period ended June 27, 2004.Depreciation and amortization expense for the thirteen week periodended June 26, 2005 increased $1.4 million, or 39.0 percent, to $5.1million as compared to the prior year period, primarily due todepreciation and amortization expense associated with theCompany's 2004 acquisitions and the Company's new CreditAgreement.

Other expenses.    Other expenses were 13.0percent and 13.3 percent of the Company's revenues for thethirteen week periods ended June 26, 2005 and June 27, 2004,respectively. Other expenses increased $4.6 million, or 32.3 percent,to $19.0 million for the thirteen week period ended June 26, 2005, ascompared to the prior year period, principally as a result of theCompany's 2004 acquisitions. On a same-store basis, otherexpenses decreased 0.3 percent.

Operatingincome.    Operating income was $34.7 million, or 23.6 percent ofthe Company's revenues, for the thirteen week period ended June26, 2005 as compared to $27.4 million, or 25.5 percent of theCompany's revenues, for the thirteen week period ended June 27,2004.

Net interest and other expense.    Net interestand other expense increased $6.2 million, or 199.0 percent, for thethirteen week period ended June 26, 2005 as compared to the thirteenweek period ended June 27, 2004. This increase was primarily due tohigher interest expense, which resulted from higher prevailing interestrates and an increase in the Company's weighted-average debtoutstanding during the second quarter of 2005 as compared to the secondquarter of 2004. The increase in the weighted-average debt outstandingis a result of the Company's August 2004 acquisition of21st Century Newspapers, partially offset by the reductionin debt outstanding funded by the Company's free cash flow.

Provision for income taxes.    The provision for incometaxes increased $0.4 million, or 4.4 percent, for the thirteen weekperiod ended June 26, 2005 as compared to the thirteen week periodended June 27, 2004, due to an increase in pretax income and anincrease in the Company's effective tax rate to 39.26 percentfrom 39.20 percent.

Other information.    EBITDA (whichthe Company defines as net income plus net interest expense, provisionfor income taxes, depreciation, amortization, and other non-cash,special or non-recurring charges) was $39.8 million for the thirteenweek period ended June 26, 2005 as compared to $31.1 million for thethirteen week period ended June 27, 2004. Free cash flow (which theCompany defines as EBITDA minus capital expenditures, net interestexpense and cash income taxes) was $24.2 million, or $0.58 per dilutedshare, for the thirteen week period ended June 26, 2005, as compared to$18.0 million, or $0.42 per diluted share, for the thirteen week periodended June 27, 2004, reflecting free cash flow from operations and theutilization of the net operating loss carry-forwards acquired inconnection with the 21st Century acquisition. See"– Reconciliation of Certain Non-GAAP FinancialMeasures."

Twenty-Six Week Period Ended June 26,2005 as Compared to the Twenty-Six Week Period Ended June 27, 2004

For comparison purposes, where noted, the Company'srevenues are presented on a pro forma basis, which assumes that allproperties currently owned were owned in both the current and prioryear periods. Certain operating expenses are presented, where noted, ona same-store basis, which excludes the results of the Company'sacquisitions from the current and prior year periods.

Summary.    Net income for the twenty-six week period endedJune 26, 2005 was $22.9 million, or $0.54 per diluted share, versus$25.0 million, or $0.59 per diluted share, for the period ended June27, 2004. 

Revenues.    For the twenty-six week periodended June 26, 2005, the Company's revenues increased $73.8million, or 35.7 percent, to $280.6 million, as a result of theCompany's acquisitions. Newspaper revenues for the twenty-sixweeks ended June 26, 2005 as compared to the prior year periodincreased $72.4 million, or 36.4 percent, to $271.2 million.Advertising revenues for the twenty-six week period ended June 26, 2005increased $63.1 million, or 41.0 percent, to $217.3 million as comparedto $154.1 million for the twenty-six week period ended June 27, 2004.Circulation revenues for the twenty-six week period ended June 26, 2005increased $9.3 million, or 20.9 percent, as compared to the prior yearperiod. Commercial printing and other revenues for the twenty-six weeksended June 26, 2005 increased by $1.4 million, or 17.4 percent, to $9.5million as compared to the prior year period and represented 3.4percent 

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of the Company's revenues for thetwenty-six weeks ended June 26, 2005. Online revenues for thetwenty-six weeks ended June 26, 2005 were $4.3 million, an increase of62.4 percent as compared to the prior year period.

The followingtable sets forth the Company's total advertising revenues, bycategory, for the twenty-six week periods ended June 26, 2005 and June27, 2004:

|                           |  |                       |         |              |  |           |         |        |  |        |      |         |  |  |
|---------------------------|--|-----------------------|---------|--------------|--|-----------|---------|--------|--|--------|------|---------|--|--|
|                      |  | Twenty-Six WeeksEnded |         |
| (Dollars inthousands)     |  | June 26, 2005         |         | June27, 2004 |  | %Increase |
| Local                     |  | $                     | 116,392 |         |  | $         | 82,909  |   |  |   | 40.4 | %  |
| Classified                |  |                  | 90,289  |         |  |      | 63,080  |   |  |   | 43.1 | %  |
| National                  |  |                  | 10,570  |         |  |      | 8,147   |   |  |   | 29.7 | %  |
| Total advertisingrevenues |  | $                     | 217,251 |         |  | $         | 154,136 |   |  |   | 40.9 | %  |
|                           |

Proforma newspaper revenues.    On a pro forma basis, totalnewspaper revenues for the twenty-six week period ended June 26, 2005decreased $1.2 million, or 0.5 percent, to $271.2 million from $272.4million in the prior year period. Advertising revenues on a pro formabasis were even with the prior year period. Classified advertisingrevenues increased 1.7 percent, retail advertising revenues decreased1.2 percent and national advertising decreased 0.7 percent for thetwenty-six weeks ended June 26, 2005, each on a pro forma basis and ascompared to the twenty-six weeks ended June 27, 2004. The increase inclassified advertising revenues resulted from an 8.8 percent increasein pro forma classified employment advertising revenues and a 3.1percent increase in pro forma classified real estate advertisingrevenues, partially offset by an 8.6 percent decrease in pro formaclassified automotive advertising revenues. Pro forma circulationrevenues declined $1.2 million, or 2.2 percent, as compared to thetwenty-six week period ended June 27, 2004.

Salaries andemployee benefits.    Salaries and employee benefit expenses were39.7 percent of the Company's revenues for the twenty-six weekperiod ended June 26, 2005, as compared to 38.0 percent for thetwenty-six week period ended June 27, 2004. Salaries and employeebenefits increased $32.7 million, or 41.6 percent, for the twenty-sixweek period ended June 26, 2005 to $111.4 million. The increase insalaries and benefits is due to the Company's 2004 acquisitions.On a same-store basis, salaries and employee benefits decreased $0.2million, or 0.2 percent, for the twenty-six weeks ended June 26, 2005as compared to the prior year period.

Newsprint, ink andprinting charges.    For the twenty-six week period ended June26, 2005, newsprint, ink and printing charges were 8.6 percent of theCompany's revenues, as compared to 7.8 percent for the twenty-sixweek period ended June 27, 2004. Newsprint, ink and printing chargesfor the twenty-six week period ended June 26, 2005 increased $7.9million, or 48.7 percent, as compared to the twenty-six week periodended June 27, 2004. This increase is primarily due to theCompany's 2004 acquisitions. The Company's newsprintexpense increased 1.2 percent for the twenty-six week period ended June26, 2005 as compared to the prior year period on a same-store basis.The increase in same-store newsprint expense is due to an increase inunit costs of approximately nine percent, partially offset by a declinein consumption, each on a comparable basis.

Selling, generaland administrative.    Selling, general and administrativeexpenses were 14.7 percent and 13.4 percent of the Company'srevenues for the twenty-six week periods ended June 26, 2005 and June27, 2004, respectively. As compared to the prior year period, selling,general and administrative expenses for the twenty-six week periodended June 26, 2005 increased $13.6 million, or 49.0 percent, to $41.3million. This increase was primarily due to the Company's 2004acquisitions and costs associated with the successful completion of theinternal control assessment for fiscal year 2004, as required bySection 404 of the Sarbanes-Oxley Act of 2002("Sarbanes-Oxley 404"). On a same-storebasis, selling, general and administrative expenses for the twenty-sixweek period ended June 26, 2005 increased $1.3 million, or 4.8 percent,as a result of the increase in costs associated with Sarbanes-Oxley404, partially offset by reductions in certain other selling, generaland administrative expenses.

Depreciation andamortization.    Depreciation and amortization expense for thetwenty-six period ended June 26, 2005 was 3.7 percent of theCompany's revenues, as compared to 3.6 percent for the

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twenty-six week period ended June 27, 2004.Depreciation and amortization expense for the twenty-six week periodended June 26, 2005 increased $3.0 million, or 40.1 percent, to $10.4million as compared to the prior year period, primarily due todepreciation and amortization expense associated with theCompany's 2004 acquisitions and the Company's new CreditAgreement.

Other expenses.    Other expenses were 13.5percent and 14.1 percent of the Company's revenues for thetwenty-six week period ended June 26, 2005 and the twenty-six weekperiod ended June 27, 2004, respectively. Other expenses increased $8.8million, or 30.0 percent, to $38.0 million in the twenty-six weekperiod ended June 26, 2005. This increase was primarily due to theCompany's 2004 acquisitions. On a same-store basis, otherexpenses decreased $0.2 million, or 0.8 percent.

Operatingincome.    Operating income was $55.5 million, or 19.8 percent ofthe Company's revenues, for the twenty-six week period ended June26, 2005 as compared to $47.6 million, or 23.0 percent of theCompany's revenues, for the twenty-six week period ended June 27,2004.

Net interest and other expense.    Netinterest and other expense increased $11.4 million, or 176.1 percent,for the twenty-six week period ended June 26, 2005 as compared to thetwenty-six week period ended June 27, 2004. This increase was primarilydue to higher interest expense, which resulted from higher prevailinginterest rates and an increase in the Company's weighted-averagedebt outstanding during the twenty-six weeks ended June 26, 2005 ascompared to the twenty-six weeks ended June 27, 2004. The increase inthe weighted average debt outstanding is due to the Company'sAugust 2004 acquisition of 21st Century Newspapers,partially offset by the reduction in debt outstanding funded by theCompany's free cash flow.

Provision for incometaxes.    The provision for income taxes decreased $1.3 million,or 8.3 percent, for the twenty-six week period ended June 26, 2005 ascompared to the twenty-six week period ended June 27, 2004, primarilydue to a decrease in pretax income, partially offset by an increase inthe Company's effective tax rate to 39.24 percent as compared to39.18 percent in the prior year period.

Otherinformation.    EBITDA (which the Company defines as net incomeplus net interest expense, provision for income taxes, depreciation,amortization, and other non-cash, special or non-recurring charges) was$65.8 million in the twenty-six week period ended June 26, 2005, ascompared to $55.0 million for the twenty-six week period ended June 27,2004. Free cash flow (which the Company defines as EBITDA minus capitalexpenditures, net interest expense and cash income taxes) was $38.2million, or $0.91 per diluted share, for the twenty-six week periodended June 26, 2005, as compared to $31.9 million, $0.75 per dilutedshare, for the twenty-six week period ended June 27, 2004, reflectingfree cash flow from operations and the utilization of the net operatingloss carry-forwards acquired in connection with the 21stCentury acquisition. See "– Reconciliation ofCertain Non-GAAP Financial Measures."

Liquidityand Capital Resources

The Company's operations havehistorically generated strong positive cash flow. The Company believesthat cash flows from operations and the availability of funds fromexternal sources will be sufficient to fund its operating needs,capital expenditure requirements and long-term debt obligations andwill provide it with flexibility to finance its acquisition strategyand share repurchase program.

Cash flows from operatingactivities.    Net cash provided by operating activities for thetwenty-six week period ended June 26, 2005 was $39.2 million ascompared to $39.7 million for the twenty-six week period ended June 27,2004. Current assets were $91.7 million and current liabilities were$67.2 million as of June 26, 2005, as compared to current assets of$94.0 million and current liabilities of $76.9 million as of December26, 2004. The Company manages its working capital through theutilization of its Revolving Credit Facility. The outstanding balanceon the Revolving Credit Facility is classified as a long-term liabilityin accordance with its terms.

Cash flows from investingactivities.    Net cash used in investing activities was $4.2million for the twenty-six week period ended June 26, 2005. Cash usedin investing activities in 2005 was for investments in property, plantand equipment. Net cash used in investing activities was $6.1 millionfor the twenty-six week period ended June 27, 2004, and was forinvestments in property, plant and equipment and purchases ofbusinesses. The Company has a capital expenditure program for itsexisting operations of 

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approximately $20 million in place for 2005,which includes: spending on technology, including prepress and businesssystems, computer hardware and software; buildings; other machinery andequipment; and vehicles. The Company believes its capital expenditureprogram is sufficient to maintain its current level and quality ofoperations. The Company reviews its capital expenditure programperiodically and modifies it as required to meet current needs.

Cash flows from financing activities. Net cash used infinancing activities was $35.0 million for the twenty-six week periodended June 26, 2005, reflecting the utilization of free cash flow torepay $22.6 million of debt and capital lease obligations and torepurchase approximately $12.4 million of the Company's stock,offset partially by proceeds from stock option exercises. Net cash usedin financing activities was $33.6 million for the twenty-six weekperiod ended June 27, 2004, which reflects the utilization of $39.5million to repay debt, offset partially by proceeds received from stockoption exercises. 

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 June 26, 2005, themaximum availability under the Revolving Credit Facility was $289million (including the impact of $5.4 million in outstanding letters ofcredit issued under the Credit Agreement), with approximately $164million 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 June 26, 2005, the Company's commitment fee was0.375 percent.

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

|                                          |  |              |         |                   |  |        |         |        |  |  |
|------------------------------------------|--|--------------|---------|-------------------|--|--------|---------|--------|--|--|
| (Inthousands)                            |  | June 26,2005 |         | December 26, 2004 |
| Term LoanA                               |  | $            | 275,000 |              |  | $      | 275,000 |   |
| Term LoanB                               |  |         | 350,000 |              |  |   | 350,000 |   |
| Revolving CreditFacility                 |  |         | 130,800 |              |  |   | 153,300 |   |
| TotalLong-Term Debt                      |  |         | 755,800 |              |  |   | 778,300 |   |
| Less:CurrentPortion                      |  |         | — |              |  |   | — |   |
| TotalLong-term debt, less currentportion |  | $            | 755,800 |              |  | $      | 778,300 |   |
|                                          |

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The aggregate maturities payable under theTerm Loans for the following 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 |   |
|                  |

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 June 26, 2005, the Company was in compliance with the financialcovenants contained in the Credit Agreement.

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

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

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

Interest RateCollars.    Pursuant to the terms of the Collars, in the event90-day LIBOR exceeds the Cap, the Company will receive cash from theissuers to compensate for the rate in excess of the Cap. If the 90-dayLIBOR is lower than the floor, the Company will pay cash to the issuersto compensate for the rate below the floor. Each of the Collars is fora fixed notional amount, as set forth in the chart below. As of June26, 2005, the aggregate notional amount of outstanding Collars ineffect was $300 million.

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The following table summarizes theCompany's existing Collars and contracts for Collars that have aneffective date occurring in the future, in each case at June 26,2005:

|                 |  |         |     |           |  |                |      |        |  |                         |  |           |  |  |  |  |  |  |
|-----------------|--|---------|-----|-----------|--|----------------|------|--------|--|-------------------------|--|-----------|--|--|--|--|--|--|
| 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 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 June 26,2005 the aggregate notional amount of existing Swaps in effect was $260million.

The following table summarizes the Company'sexisting Swaps and executed contracts for Swaps not yet effective, ifany, in each case at June 26, 2005:

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

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

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

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

Each IRPA is designated for all or a portion of the principalbalance and term of a specific debt obligation. From time to time, theCompany may enter into additional IRPAs for nominal amounts on theoutstanding debt that will, at a minimum, meet the requirements of theCredit Agreement.

The Company's weighted-average effectiveinterest rate was approximately 4.9 percent and 4.5 percent for thethirteen and twenty-six week periods ended June 26, 2005, respectively,and approximately 3.2 percent for the thirteen and twenty-six weekperiods ended June 27, 2004.

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 leases in effect as of December 26, 2004, are as follows(inthousands):

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

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Inflation

The Company'sresults of operations and financial condition have not beensignificantly affected by inflation. Subject to normal competitiveconditions, the Company generally has been able to pass along risingcosts through increased advertising and circulation rates.

Critical Accounting Policies and Estimates

General

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

Recently IssuedAccounting Standards

In December 2004, the FASB issued SFASNo.123 (revised 2004), "Share-Based Payment"("SFAS 123(R)"), which replaces SFAS No. 123,"Accounting for Stock-Based Compensation"("SFAS 123") and supercedes APB 25. SFAS123(R) requires all share-based payments to employees, including grantsof employee stock options, to be recognized in the financial statementsbased on their fair values. The pro forma disclosures previouslypermitted under SFAS 123 will no longer be an alternative to financialstatement recognition. In April 2005, the SEC announced a deferral ofthe effective date of SFAS 123(R) until the first interim or annualreporting period of the registrant's first fiscal year beginningon or after June 15, 2005. SFAS 123(R) will become effective for theCompany beginning in the first fiscal quarter of 2006. See"Stock-Based Compensation Costs" above inNote  3 of Notes to Condensed Consolidated Financial Statementsfor the pro forma net income and pro forma net income per share amountsfor the thirteen week periods ended June 26, 2005 and June 27, 2004,which reflects the pro forma impact on the Company pursuant to afair-value-based method similar to the methods required underSFAS  123(R) to measure compensation expense for employee stockincentive awards. The Company is evaluating the requirements of SFAS123(R) and has not yet determined the method of adoption, nor has theCompany determined whether the adoption will result in amounts that aresimilar to the current pro forma disclosures under SFAS 123 provided inNote 4 above.

In May 2005, the FASB issued Statement ofFinancial Accounting Standards No. 154, "AccountingChanges and Error Corrections—A Replacement of APB Opinion No. 20and FASB Statement No. 3" ("SFAS154").   SFAS  154 requires retrospectiveapplication to prior periods' financial statements for changes inaccounting principle, unless it is impracticable to determine eitherthe period-specific effects or the cumulative effect of thechange.   SFAS 154 also requires that retrospective applicationof a change in accounting principle be limited to the direct effects ofthe change.   Indirect effects of a change in accountingprinciple, such as a change in non-discretionary profit-sharingpayments resulting from an accounting change, should be recognized inthe period of the accounting change.   SFAS 154 also requiresthat a change in depreciation, amortization, or depletion method forlong-lived, non-financial assets be accounted for as a change inaccounting estimate affected by a change in accountingprinciple.   SFAS 154 is effective for accounting changes andcorrections of errors made in fiscal years beginning after December 15,2005.   Early adoption is permitted for accounting changes andcorrections of errors made in fiscal years beginning after the datethis Statement is issued. 

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Accounts Receivable and Allowancefor Doubtful Accounts

Accounts receivable consist primarily ofamounts due to the Company from normal business activities. Theallowance for doubtful accounts represents reserves for the estimatedloss from the inability of customers to make required payments. TheCompany uses historical experience as well as current marketinformation in determining the estimate. If the financial condition ofthe Company'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 No. 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 and Post-Retirement Benefits

Pension andpost-retirement benefit costs and credits are developed from actuarialvaluations. Inherent in these valuations are key assumptions includingdiscount rates and expected return on plan assets. The Companyconsiders current market conditions, including changes in interestrates, in selecting these assumptions. Changes in the related pensionand post-retirement benefit costs or credits may occur in the future asa result of fluctuations in the Company's headcount, changes inactuarial assumptions and market performance.

Self-Insurance

The Company is self-insured for aportion of its insurable risks. The Company analyzes its claimsexperience and consults with actuaries and administrators indetermining an adequate liability for self-insured claims.

Litigation

The Company is involved in litigationmatters that have arisen in the ordinary course of business. TheCompany believes that the outcome of these legal proceedings will nothave a material adverse effect on the Company's financialcondition or results of operations.

RevenueRecognition

Revenue is earned from the sale of advertising,circulation and commercial printing. Advertising revenues arerecognized, net of discounts, in the period when advertising is printedin the Company's publications or placed on the Company'sWebsites. Circulation revenues are recognized when purchased newspapersare distributed. Amounts received from customers in advance of revenuerecognition are deferred as liabilities.

Reconciliation ofCertain Non-GAAP Financial Measures.

Journal Register Companybelieves that the use of certain non-GAAP financial measures enablesthe Company and its analysts, investors and other interested parties toevaluate the Company's results from operations in a moremeaningful and consistent manner. Accordingly, this information hasbeen disclosed 

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in this report to permit a more completecomparative analysis of the Company's operating performance andcapitalization relative to other companies in the industry and toprovide an analysis of operating results using certain principalmeasures used by Journal Register Company's chief operatingdecision makers to measure the operating results and performance of theCompany and its field operations. The Company believes the use ofEBITDA 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 net interestexpense, provision for income taxes, depreciation, amortization, andother non-cash, special or non-recurring charges. Free cash flow isdefined as EBITDA minus capital expenditures, interest and cash incometaxes. EBITDA Margin is defined as EBITDA divided by total revenues,and is commonly used within the Company's industry to illustratethe percentage of revenue that is converted into EBITDA.

Thesenon-GAAP financial measures should not be considered as alternatives toGAAP measures of performance, such as operating income or net income.In addition, Journal Register Company's calculations of thesemeasures may or may not be consistent with the calculations of thesemeasures by other companies. The table below provides reconciliationsof the differences between (i) net income and EBITDA and (ii) netincome and free cash flow, in each case for the thirteen and twenty-sixweek periods ended June 26, 2005 and June 27,2004.

|                                         |  |                     |        |                       |  |               |        |              |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------|--|---------------------|--------|-----------------------|--|---------------|--------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                    |  | Thirteenweeks ended |        | Twenty-six weeksended |
| (In thousands, exceptper share amounts) |  | June 26,2005        |        | June 27, 2004         |  | June 26, 2005 |        | June 27,2004 |
| Netincome                               |  | $                   | 15,372 |                  |  | $             | 14,760 |         |  | $      | 22,871  |    |  | $      | 25,007  |    |
| Add:Provision for incometaxes           |  |                | 9,936  |                  |  |          | 9,518  |         |  |   | 14,771  |    |  |   | 16,111  |    |
| Add:Net interest expense andother       |  |                | 9,350  |                  |  |          | 3,128  |         |  |   | 17,843  |    |  |   | 6,463   |    |
| Operatingincome                         |  |                | 34,658 |                  |  |          | 27,406 |         |  |   | 55,485  |    |  |   | 47,581  |    |
| Add:Depreciation andamortization        |  |                | 5,114  |                  |  |          | 3,678  |         |  |   | 10,352  |    |  |   | 7,389   |    |
| EBITDA                                  |  |                | 39,772 |                  |  |          | 31,084 |         |  |   | 65,837  |    |  |   | 54,970  |    |
| EBITDAmargin                            |  |                | 27.1   | %                |  |          | 28.9   | %       |  |   | 23.5    | %  |  |   | 26.6    | %  |
| Less:Capitalexpenditures                |  |                | (3,081 | )                |  |          | (3,017 | )       |  |   | (4,864  | )  |  |   | (5,070  | )  |
| Less:Interestexpense                    |  |                | (9,350 | )                |  |          | (3,088 | )       |  |   | (17,843 | )  |  |   | (6,397  | )  |
| Less:Cash incometaxes                   |  |                | (3,170 | )                |  |          | (7,008 | )       |  |   | (4,893  | )  |  |   | (11,554 | )  |
| Freecashflow                            |  | $                   | 24,171 |                  |  | $             | 17,971 |         |  | $      | 38,237  |    |  | $      | 31,949  |    |
| Freecash flow, per dilutedshare         |  | $                   | 0.58   |                  |  | $             | 0.42   |         |  | $      | 0.91    |    |  | $      | 0.75    |    |
|                                         |

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 

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involve risks and uncertainties. Actualresults may differ materially from those expressed or implied by suchforward-looking statements as a result of certain factors including,but not limited to, the success of the Company's acquisitionstrategy, including the acquisition of 21st Century,dispositions, the ability of the Company to achieve cost reductions andintegrate acquisitions, including the acquisition of 21stCentury, competitive pressures, general or regional economicconditions, advertising trends, the unavailability or a materialincrease in the price of newsprint, and increases in interest rates,among other things. These and other factors are discussed in moredetail in the Company's other filings with the SEC, including itsAnnual Report on Form 10-K for the fiscal year ended December 26, 2004.The Company undertakes no obligation to release publicly the results ofany future revisions it may make to forward-looking statements toreflect events or circumstances after the date hereof or to reflect theoccurrence of unanticipated events.

Item3.    Quantitative and Qualitative Disclosures About MarketRisk

The Company is exposed to market risk arising fromchanges in interest rates associated with its long-term debtobligations. The Company's long-term debt is at variable interestrates based on the LIBOR, the Prime Rate or Federal Funds Rate, plus acertain interest rate spread as defined in the Credit Agreement. Tomanage its exposure to fluctuations in interest rates as required byits Credit Agreement, the Company enters into certain IRPAs on aportion of its debt, which reduces the effect of changes in variableinterest rates. The Company's objective with respect to theseagreements is for hedging activities and not for trading or speculativeactivity.

At June 26, 2005, the Company had Collars in placewith respect to an aggregate notional amount of $300 million of theCompany's outstanding indebtedness and Swaps with respect to anaggregate notional amount of $260 million of the Company'soutstanding indebtedness. In addition, the Company had contracts forCollars and Swaps that have effective dates occurring in the futurewith respect to additional notional amounts. See Note 6 of Notes toCondensed Consolidated Financial Statements. There was no initial costassociated with the Company's existing Collar or Swaparrangements. Assuming a 10 percent increase or reduction in variableinterest rates, the annual impact on the Company's pre-taxearnings would be approximately $2.6 million.

Newsprint, whichis the principal raw material for the Company's newspapers, is acommodity and is exposed to price changes. The Company seeks to managethe effects of increases in the price of newsprint through acombination of, among other things, technology improvements, includingreductions in page size, inventory management, advertising andcirculation price increases.

Item 4.    Controls andProcedures

The Company carried out an evaluation, underthe supervision and with the participation of the Company'smanagement, including the Company's Chief Executive Officer andChief Financial Officer, of the effectiveness of the design andoperation of the Company's disclosure controls and procedures asof the end of the period covered by this report. Based upon thatevaluation, the Chief Executive Officer and Chief Financial Officerconcluded that the Company's disclosure controls and proceduresare effective in alerting them in a timely manner to materialinformation relating to the Company (including its consolidatedsubsidiaries) required to be included in the Company's periodicfilings with the SEC.

The Company's disclosure controlsand procedures are designed to ensure that information required to bedisclosed by the Company in the reports that the Company files orsubmits under the Securities Exchange Act of 1934 is recorded,processed, summarized and reported within the time periods specified inthe SEC's rules and forms. Disclosure controls and proceduresinclude, without limitation, controls and procedures designed to ensurethat information required to be disclosed by the Company in the reportsthat it files under the Exchange Act is accumulated and communicated tothe Company's management, including its Chief Executive Officerand Chief Financial Officer, as appropriate to allow timely decisionsregarding required disclosure.

During fiscal year 2004, theCompany commenced the deployment of a new suite of softwareapplications in a shared services environment. The new suite ofapplications will include: (i) financial 

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applications, including accounts payable,general ledger, fixed assets, and consolidation and reporting; (ii)circulation management applications; and (iii) advertising managementapplications. Once fully deployed, the new software, together with thechange to a shared services business model, is intended to furtherenhance the Company's internal and disclosure controls and itsoperating efficiencies. As of June 26, 2005, the implementation of thefinancial applications was in process and deployment of the advertisingand circulation management applications is expected to begin later infiscal year 2005. The implementation of the financial applications hasinvolved changes in systems that included internal controls, andaccordingly, these changes have required changes to our system ofinternal controls. The Company has reviewed each system as it is beingimplemented and the controls affected by the implementation of the newsystems and made appropriate changes to affected internal controls asthe new systems were implemented. The Company believes that thecontrols as modified are appropriate and functioning effectively.

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PART II. OTHERINFORMATION

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

On April 19, 2005, the Companyannounced that, pursuant to previous board authorization, it wasrecommencing its share repurchase program and that 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 conditions dictate.

Issuer Purchases ofEquity Securities

|                              |  |                                     |         |                                 |  |                                                                                   |       |                                                                                           |  |        |         |        |  |   |            |        |  |  |
|------------------------------|--|-------------------------------------|---------|---------------------------------|--|-----------------------------------------------------------------------------------|-------|-------------------------------------------------------------------------------------------|--|--------|---------|--------|--|---|------------|--------|--|--|
| Period                       |  | (a)Total Number of Shares Purchased |         | (b)Average Price Paid per Share |  | (c) Total NumberofShares Purchased as Part of Publicly AnnouncedPlans or Programs |       | (d) Approximate Dollar Value ofShares thatMay Yet Be Purchased Under the Plans orPrograms |
| March 28, 2005 to May 1,2005 |  |                                | 187,600 |                            |  | $                                                                                 | 15.79 |                                                                                      |  |   | 187,600 |   |  | $ | 27,038,132 |   |
| May2, 2005 to May 29,2005    |  |                                | 307,600 |                            |  | $                                                                                 | 16.22 |                                                                                      |  |   | 307,600 |   |  | $ | 22,049,788 |   |
| May30, 2005 to June 26,2005  |  |                                | 269,600 |                            |  | $                                                                                 | 16.64 |                                                                                      |  |   | 269,600 |   |  | $ | 17,562,858 |   |
| TotalSecond Quarter2005      |  |                                | 764,800 |                            |  | $                                                                                 | 16.26 |                                                                                      |  |   | 764,800 |   |  | $ | 17,562,858 |   |
|                              |

Allof the shares included in column (c) above were repurchased pursuant toa program initially announced on January 13, 1999, whereby theCompany's Board of Directors authorized the use of up to $100million per year for the repurchase of the Company's commonstock. There is no expiration date for the repurchase program. SinceJanuary 13, 1999, and as of June 26, 2005, the Company has repurchasedan aggregate of 8,255,900 shares at an average price of $14.86 pershare.

Item 4.    Submission of Matters to a Vote of SecurityHolders

The Company held its Annual Meeting of Stockholders onMay 5, 2005. At the Annual Meeting, the stockholders elected Jean B.Clifton, Joseph A. Lawrence and Laurna Godwin Hutchinson as Class Bdirectors of the Company to hold office until the 2008 Annual Meetingof Stockholders. The stockholders also ratified the appointment ofErnst & Young LLP as independent auditors for the Company forfiscal year 2005.

Each of the Class B directors nominated by theCompany were elected with the following voting results:

|                         |  |          |            |               |  |        |            |        |  |  |
|-------------------------|--|----------|------------|---------------|--|--------|------------|--------|--|--|
|                    |  | VOTESFOR |            | VOTESWITHHELD |
| JeanB. Clifton          |  |     | 37,517,056 |          |  |   | 3,419,989  |   |
| Joseph A.Lawrence       |  |     | 28,248,655 |          |  |   | 12,688,390 |   |
| Laurna GodwinHutchinson |  |     | 37,900,710 |          |  |   | 3,036,335  |   |
|                         |

Theother proposal submitted to the stockholders was approved with thefollowing voting results:

|                                                                                                                                  |  |              |            |                   |  |             |           |        |  |        |        |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------|--|--------------|------------|-------------------|--|-------------|-----------|--------|--|--------|--------|--------|--|--|
|                                                                                                                             |  | VOTESCASTFOR |            | VOTESCAST AGAINST |  | ABSTENTIONS |
| Ratify the appointment of Ernst & Young LLP as theCompany's independent registered public accounting firm forfiscal year2005 |  |         | 36,657,641 |              |  |        | 4,261,804 |   |  |   | 17,600 |   |
|                                                                                                                                  |

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Item 6.    Exhibits and Reports on Form8-K

(a)    Exhibits

|  |            |                                                                                                                                                       |
|--|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 31.1  | Certification of PrincipalExecutive Officer, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

|  |            |                                                                                                                                                       |
|--|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 31.2  | Certification of PrincipalFinancial Officer, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

|  |          |                                                                                                                                                                                      |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 32  | Certification of Principal ExecutiveOfficer and Principal Financial Officer, pursuant to 18 U.S.C. Section1350, as adopted 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-Kon April 20, 2005, furnishing pursuant to Item 9.01 thereof certaininformation regarding the text of a press release issued by theCompany, dated April 19, 2005, titled "Journal RegisterCompany Announces First Quarter 2005 Results."

The Company filed a Current Report on Form 8-Kon May 10, 2005, disclosing pursuant to Item 4.01 thereof a change inthe Company's independent registered public accounting firm.

The Company filed Current Reports on Form 8-K onJune 10, 2005 and June 14, 2005, disclosing pursuant to Item 5.02thereof certain modifications to the Company's principalofficers.

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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:August 5, 2005  JOURNAL REGISTER COMPANY

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | By:  | /s/ Jean B.Clifton                                                   Jean B. Clifton President and Chief Operating Officer(signing on behalf of the registrant as principal financialofficer) |

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