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UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.20549

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FORM10-KFOR ANNUAL AND TRANSITION REPORTS PURSUANTTOSECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934(Mark One)

    ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF1934For the fiscal year ended December  25,2005OR    TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF1934

Commission File Number:1-12955

JOURNAL REGISTERCOMPANY(Exact Name of Registrant as Specified inItsCharter)

|                                                              |  |                                     |  |  |  |  |
|--------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Delaware                                                     |  | 22-3498615                          |
| (Stateor Other Jurisdiction of Incorporation orOrganization) |  | (I.R.S. Employer IdentificationNo.) |
|                                                              |

50 West State StreetTrenton, New Jersey08608-1298(Address of Principal Executive Offices, Including ZipCode)Registrant’s telephone number, including area code:(609) 396-2200

Securities registered pursuant to Section12(b) of theAct:

|                                        |  |                                         |                                                          |        |  |  |
|----------------------------------------|--|-----------------------------------------|----------------------------------------------------------|--------|--|--|
| Titleof Each Class                     |  | Name of Each ExchangeOn WhichRegistered |
| Common Stock,par value $0.01 per share |  |                                    | New  York  Stock  Exchange |   |
|                                        |

Securitiesregistered pursuant to Section 12(g) of theAct: None

Indicate by check mark if the registrantis a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.Yes   No  

Indicateby check mark if the registrant is not required to file reportspursuant to Section 13 or Section 15(d) of the Act.Yes   No  

Indicateby check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for thepast 90 days.Yes   No  

Indicateby check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will notbe contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to this Form10-K.  

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of ‘‘acceleratedfiler and non-accelerated filer’’ in Rule 12b-2 of theExchange Act (check one):

Large accelerated filer Accelerated filer  Non-acceleratedfiler 

Indicate by check mark whether the registrantis a shell company, as defined in Rule 12b-2 of the Exchange Act.Yes   No  

Theaggregate market value of the voting stock held by non-affiliates ofthe registrant based on the closing sales price of theregistrant's Common Stock as reported on the New York StockExchange on June  24,  2005 was $722,852,690 . Theregistrant has no non-voting common equity.

As of February27,  2006, 40,123,847 shares of the registrant’s CommonStock, par value $0.01 per share, were outstanding (excluding treasuryshares).

**Documents Incorporated by Reference.** Theinformation called for by Part III is incorporated by reference to thedefinitive Proxy Statement for the Company’s 2006 Annual Meetingof Stockholders (‘‘2006 Proxy Statement’’),which will be filed on or before April  5,2006.

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Cautionary StatementRegardingForward-Looking Statements

Statements in thisAnnual Report on Form 10-K that are not purely historical areforward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended, including statements regarding theCompany’s (as hereinafter defined) expectations, forecasts,projections, hopes, intentions or strategies regarding the future.Forward-looking statements include statements regarding the plans andobjectives of the Company for future operations and trends affectingthe Company’s financial condition and results of operations. Inaddition, the words ‘‘anticipates,’’‘‘projects,’’‘‘plans,’’‘‘intends,’’‘‘estimates,’’‘‘expects,’’‘‘may,’’‘‘believes’’ and similar words are intendedto identify these forward-looking statements. All forward-lookingstatements in this Report are based on information available to theCompany as of the date this Report is filed with the Securities andExchange Commission, and the Company assumes no obligation to updateany such forward-looking statements, except as required by law. Allforward-looking statements involve risks and uncertainties. Actualresults may differ materially from those expressed or implied by suchforward-looking statements as a result of certain factors including,but not limited to, the unavailability or a material increase in theprice of newsprint, the success of the Company’s acquisitionstrategy, dispositions, the ability of the Company to achieve costreductions and integrate acquisitions, competitive pressures, generalor regional economic conditions, advertising trends and materialincreases in interest rates. These and other factors are discussed inmore detail below under ‘‘Item 7. Management’sDiscussion and Analysis of Financial Condition and Results of Operation— Certain Factors That May Affect the Company’s FuturePerformance.’’ Such factors should not be construed asexhaustive. The Company undertakes no obligation to release publiclythe results of any future revisions it may make to forward-lookingstatements to reflect events or circumstances after the date hereof orto reflect the occurrence of unanticipated events.

PARTI

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|--------------|-----------|
| Item1.  | Business. |

General

Journal RegisterCompany (the ‘‘Company’’) is a leading U.S.newspaper publisher that owns and operates 27 daily newspapers and 349non-daily publications strategically clustered in seven geographicareas: Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,New England, and the Capital-Saratoga and Mid-Hudson regions of NewYork. The Company’s total paid circulation is approximately628,000 daily and 658,000 Sunday, and total non-daily distribution isapproximately 6  million. The Company’s mission is to makeits newspapers the number one provider of local information in themarkets they serve, both in print and online.

TheCompany’s newspapers are characterized by their intense focus onthe coverage of local news and local sports, their compelling graphicdesign and their colorful, reader-friendly packages. The Company isalso committed to expanding its business through its Internetinitiatives, and currently operates 212 Web sites that are affiliatedwith the Company’s daily newspapers and non-daily publicationsand its recently acquired network of employment Web sites.

Theprincipal elements of the Company’s strategy are to: (i) expandadvertising revenues and readership in print and online; (ii) grow byacquisition; (iii) capture synergies from geographic clustering; and(iv) implement consistent operating policies and standards. TheCompany’s objective is to produce high quality products everyday that enable the Company to grow its revenues, cash flows and netincome.

The Company is a leader in the newspaper industry inexecuting a clustering strategy. The Company believes that itsclustering strategy creates significant synergies and cost savingswithin each cluster, including cross-selling of advertising,centralized news gathering and consolidation of printing, productionand back-office activities. The Company also believes that itsclustering strategy enables it to improve print quality anddistribution, introduce new products and services in a cost-effectivemanner and increase readership. In addition, clustering enables theCompany’s advertisers to expand their reach and target theirmessage both geographically and demographically.

1

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From September  1993 throughDecember  2005, the Company successfully completed 31acquisitions and two dispositions.

On December  6,2005, the Company completed the acquisition of the assets ofJobsInTheUS, based in Westbrook, Maine. This acquisition included theonline recruiting Web sites of JobsInTheUS.com, JobsInME.com,JobsInNH.com, JobsInVT.com, JobsInRI.com, JobsInMa.com and other domainnames. Founded in 1999, JobsInTheUS is one of the fastest-growing localjob Internet sites — both in terms of unique visits to the Websites and jobs posted. The acquired company specializes instate-specific job Internet sites where qualified candidates who wantto work in a particular region find a match with local employers at alower cost for employers than other recruiting methods. JobsInTheUS isexpected to become the cornerstone of the Company’s expandedonline recruitment product and when paired with the Company’slocal newspapers and websites, an important step for the future of theCompany.

During fiscal year 2004, the Company completed fouracquisitions, highlighted by the August  12,  2004acquisition of 21st Century Newspapers, Inc.(‘‘21st Century’’), whichoperates one of the largest newspaper clusters in the United States.Located in Michigan, the Company’s 21st Centurysubsidiary owns four daily newspapers with combined average daily netpaid circulation of approximately 131,000 and combined average Sundaynet paid circulation of approximately 175,000. The daily newspapersowned by 21st Century include The Oakland Press inPontiac, The Macomb Daily in Mt. Clemens, The DailyTribune in Royal Oak, and The Morning Sun in Mt. Pleasant.The Company’s 21st Century subsidiary also owns 85non-daily publications with approximately 1.5  million non-dailydistribution. The purchase price for the acquisition was $415million and was paid in cash with the proceeds of a new senior creditfacility provided by JPMorgan-Chase Bank.

The majority of theCompany’s daily newspapers have been published for more than 100years and are established franchises with strong identities in thecommunities they serve. For example, the New Haven Register, theCompany’s largest newspaper based on daily circulation, hasroots in the New Haven, Connecticut area dating back to 1755. In manycases, the Company’s daily newspapers are the only generalcirculation daily newspapers published in their respective communities.The Company’s non-daily publications serve well-defined suburbanareas.

The Company manages its newspapers to best serve the needsof its local readers and advertisers. The editorial content of itsnewspapers is tailored to the specific interests of each communityserved and includes coverage of local youth, high school, college andprofessional sports, as well as local business, politics, entertainmentand culture. The Company maintains high product quality standards anduses extensive process color and compelling graphic design to morefully engage existing readers and to attract new readers. TheCompany’s newspapers typically are produced using advancedprepress pagination technology, and are printed on efficient,high-speed presses.

The Company’s revenues are derivedfrom advertising (78.2 percent of fiscal year 2005 revenues), paidcirculation (18.5 percent of fiscal year 2005 revenues), includingsingle-copy sales and subscription sales, and commercial printing andother activities (3.3 percent of fiscal year 2005 revenues). TheCompany’s advertiser base is predominantly local. TheCompany’s newspapers and Web sites seek to produce desirableresults for local advertisers by targeting readers based on certaingeographic and demographic characteristics. The Company seeks toincrease readership, and thereby generate traffic for its advertisers,by focusing on high product quality, compelling and primarilyproprietary local content and creative and interactive promotions. TheCompany promotes single copy sales of its newspapers because itbelieves that such sales have even higher readership than subscriptionsales, and that single copy readers tend to be more active consumers ofgoods and services, as indicated by a Newspaper Association of America(‘‘NAA’’) study. Single-copy sales alsotend to generate higher profit margins than subscription sales, assingle-copy sales generally have higher per unit prices and lowerdistribution costs. Subscription sales, which provide readers with theconvenience of home delivery, are an important component of theCompany’s circulation base. The Company also publishes numerousspecial sections, as well as niche and special interest publications.Such publications tend to increase readership within targeteddemographic 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.

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The Company’s advertising revenuesin 2005 were derived primarily from a broad group of local retailers(approximately 54 percent) and classified advertisers (approximately 41percent). No single advertiser accounted for more than onepercent of the Company’s total fiscal year 2005 revenues. TheCompany’s management believes that its advertising revenues tendto be relatively stable because its newspapers rely primarily on abroad base of local retail and local classified advertising, ratherthan the generally more volatile national and major account advertisingthat accounts for only approximately five percent of theCompany’s advertising revenues.

Substantially all of theCompany’s operations relate to newspaper publishing. In additionto its daily newspapers and non-daily publications, the Companycurrently owns three commercial printing operations and operates 212Web sites that complement and enhance its publishingoperations.

Overview of Operations

The Company’soperations are clustered in seven geographic areas:

GreaterPhiladelphia.    The suburban Philadelphia area is one of thefastest growing and most affluent areas in Pennsylvania. Since 1990,the population of the areas covered by the Company’s GreaterPhiladelphia Cluster has increased approximately 12 percent. Theaverage household income is 24 percent above the national average.

The Company owns seven daily newspapers and 131 non-dailypublications serving areas surrounding Philadelphia. These publicationsinclude, in Pennsylvania: the Delaware County Daily and Sunday Times(Primos); the Daily Local News (West Chester); TheMercury (Pottstown); The Times Herald (Norristown); TheReporter (Lansdale); The Phoenix (Phoenixville); MontgomeryNewspapers, a group of 25 non-daily publications; News GleanerPublications, which includes eight weekly publications servingNortheast Philadelphia and seven monthly publications servingMontgomery County, Pennsylvania; the InterCounty Newspaper Group, agroup of 18 weekly newspapers serving suburban Philadelphia and centraland southern New Jersey; Chesapeake Publishing, a group of 15 non-dailypublications; Town Talk Newspapers (Media), a group of seven non-dailypublications; County Press Publications, a group of six publications;Acme Newspapers, a group of four non-daily newspapers, including theMain Line Times, serving Philadelphia’s affluent Main Line;Suburban Publications, a group of three non-daily publications, and theNews of Delaware County, one of the largest community newspapersin the United States audited by the Audit Bureau of Circulations(‘‘ABC’’); the Penny Pincher Shopperpublications (Pottstown); and Berks-Mont, a group of 11 non-dailypublications serving Berks and Montgomery counties. Also, in NewJersey, the Company owns The Trentonian (Trenton, NJ), a dailynewspaper operation. The Company also owns two commercial printingcompanies in Pennsylvania, one of which prints more than 60 of theCompany’s non-daily publications in addition to printing forother non-affiliated customers, and the other is a premium qualitysheet-fed printing operation.

The seven Greater PhiladelphiaCluster daily newspapers have aggregate daily circulation ofapproximately 177,900 and aggregate Sunday circulation of approximately158,000. The Company’s aggregate non-daily distribution in theCompany’s Greater Philadelphia Cluster is approximately1.3  million.

In January  2005, the Company launchedIt’s All About Women, a monthly tabloid publication of10,000 distributed in the Pottstown, Pennsylvania market. Thispublication addresses the challenges that women face in the21st Century. Also in January  2005, the Companylaunched a direct-mail monthly publication, Life in the SchuylkillHeritage Area, targeting new homeowners in the Tri-Countyarea. In March  2005, the Company launched Home andGarden Design, a bimonthly magazine featuring ideas for homeremodeling, gardening and interior design targeted at the fast-growingPottstown Mercury market area.  

InSeptember  2005, The Times Herald launched La Voz, aSpanish-language publication distributed primarily in the Norristownarea, with additional distribution in Bridgeport and Conshohocken,Pennsylvania. This publication was originally launched as anevery-other-week publication and the distribution frequency wassubsequently increased to weekly in January 2006. Thispublication is distributed by carrier and serves a fast- growingSpanish-speaking area in suburban Philadelphia.

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In September  2005, Berks-MontNewspaper group launched the Westside Weekly, a communitynewspaper distributed in the West Reading/Wyomissing area of suburbanReading, Pennsylvania. This publication has distribution of 7,500 andserves the most affluent area of the Berks County market.

InOctober  2005, Berks-Mont Newspaper group launched La Voz,a weekly Spanish-language newspaper distributed in Reading,Pennsylvania and surrounding communities.

The following tablesets forth information regarding the Company's publications inGreaterPhiladelphia:

|                                                                        |  |                   |        |              |  |                   |        |                     |  |                      |  |                          |        |         |  |        |           |        |  |        |        |        |  |  |  |  |
|------------------------------------------------------------------------|--|-------------------|--------|--------------|--|-------------------|--------|---------------------|--|----------------------|--|--------------------------|--------|---------|--|--------|-----------|--------|--|--------|--------|--------|--|--|--|--|
| Publication                                                            |  | YearOriginated(1) |        | YearAcquired |  | PrincipalLocation |        | DailyCirculation(2) |  | SundayCirculation(2) |  | Non-DailyDistribution(3) |
| DelawareCounty Daily and SundayTimes                                   |  |              | 1876   |         |  |              | 1998   |                |  | Primos,PA            |  |                     | 45,976 |    |  |   | 41,346    |   |  |   |   |   |
| DailyLocal News                                                        |  |              | 1872   |         |  |              | 1986   |                |  | West Chester,PA      |  |                     | 28,779 |    |  |   | 29,393    |   |  |   |   |   |
| TheMercury                                                             |  |              | 1930   |         |  |              | 1998   |                |  | Pottstown,PA         |  |                     | 24,044 |    |  |   | 26,447    |   |  |   |   |   |
| TheTimes Herald                                                        |  |              | 1799   |         |  |              | 1993   |                |  | Norristown,PA        |  |                     | 16,501 |    |  |   | 29,306    |   |  |   |   |   |
| TheReporter                                                            |  |              | 1870   |         |  |              | 2001   |                |  | Lansdale,PA          |  |                     | 17,872 |    |  |   |      |   |  |   |   |   |
| ThePhoenix                                                             |  |              | 1888   |         |  |              | 1986   |                |  | Phoenixville,PA      |  |                     | 3,694  |    |  |   |      |   |  |   |   |   |
| TheTrentonian                                                          |  |              | 1945   |         |  |              | 1985   |                |  | Trenton,NJ           |  |                     | 41,016 |    |  |   | 31,499    |   |  |   |   |   |
| MontgomeryNewspapers                                                   |  |              |   |         |  |              |   |                |  |                 |  |                     |   |    |  |   |      |   |  |   |   |   |
| 25publications                                                         |  |              | 1872   |         |  |              | 2001   |                |  | Ft. Washington,PA    |  |                     |        |    |  |   | 273,333   |   |
| NewsGleanerPublications                                                |  |              |   |         |  |              |   |                |  |                 |  |                     |        |    |  |   |      |   |
| 15publications                                                         |  |              | 1882   |         |  |              | 2002   |                |  | Philadelphia,PA      |  |                     |        |    |  |   | 165,746   |   |
| Berks-MontNewspapers 10publications                                    |  |              | 1857   |         |  |              | 2004   |                |  | Quakertown,PA        |  |                     |        |    |  |   | 133,491   |   |
| ChesapeakePublishing                                                   |  |              |   |         |  |              |   |                |  |                 |  |                     |        |    |  |   |      |   |
| 15publications                                                         |  |              | 1869   |         |  |              | 2001   |                |  | Kennett Square,PA    |  |                     |        |    |  |   | 85,195    |   |
| TownTalk Newspapers 7publications                                      |  |              | 1964   |         |  |              | 1998   |                |  | Ridley,PA            |  |                     |        |    |  |   | 85,200    |   |
| InterCountyNewspaperGroup                                              |  |              |   |         |  |              |   |                |  |                 |  |                     |        |    |  |   |      |   |
| 18publications                                                         |  |              | 1869   |         |  |              | 1997   |                |  | Newtown,PA           |  |                     |        |    |  |   | 73,056    |   |
| Penny PincherShoppers 7publications                                    |  |              | 1988   |         |  |              | 1998   |                |  | Pottstown,PA         |  |                     |        |    |  |   | 57,200    |   |
| AcmeNewspapers 4publications                                           |  |              | 1930   |         |  |              | 1998   |                |  | Ardmore,PA           |  |                     |        |    |  |   | 62,188    |   |
| SuburbanPublications 3publications                                     |  |              | 1885   |         |  |              | 1986   |                |  | Wayne,PA             |  |                     |        |    |  |   | 29,690    |   |
| County PressPublications 6publications                                 |  |              | 1931   |         |  |              | 2002   |                |  | Newtown Square,PA    |  |                     |        |    |  |   | 20,446    |   |
| Tri-CountyRecord                                                       |  |              | 1975   |         |  |              | 1986   |                |  | Morgantown,PA        |  |                     |        |    |  |   | 40,200    |   |
| Real EstateToday                                                       |  |              | 1978   |         |  |              | 1998   |                |  | Pottstown,PA         |  |                     |        |    |  |   | 32,000    |   |
| The HomesMagazine                                                      |  |              | 1988   |         |  |              | 1988   | (4)            |  | WestChester,PA       |  |                     |        |    |  |   | 16,750    |   |
| ChesterCountyKids                                                      |  |              | 2001   |         |  |              | 2001   | (4)            |  | WestChester, PA      |  |                     |        |    |  |   | 18,000    |   |
| TheVillage News                                                        |  |              | 1980   |         |  |              | 1986   |                |  | Downingtown,PA       |  |                     |        |    |  |   | 18,000    |   |
| TownshipVoice                                                          |  |              | 1991   |         |  |              | 1991   |                |  | Phoenixville,PA      |  |                     |        |    |  |   | 15,000    |   |
| El LatinoExpreso                                                       |  |              | 2004   |         |  |              | 2004   | (4)            |  | Trenton,NJ           |  |                     |        |    |  |   | 14,300    |   |
| The TimesRecord                                                        |  |              | 1980   |         |  |              | 1986   |                |  | Kennett Sq.,PA       |  |                     |        |    |  |   | 9,000     |   |
| Blue BellJournal                                                       |  |              | 1999   |         |  |              | 1999   | (4)            |  | BlueBell, PA         |  |                     |        |    |  |   | 5,200     |   |
| AllAboutWomen                                                          |  |              | 2005   |         |  |              | 2005   | (4)            |  | Pottstown,PA         |  |                     |        |    |  |   | 10,000    |   |
| Life in theSchuylkill HeritageArea                                     |  |              | 2005   |         |  |              | 2005   | (4)            |  | Pottstown,PA         |  |                     |        |    |  |   | 10,000    |   |
| Home& GardenDesign                                                 |  |              | 2005   |         |  |              | 2005   | (4)            |  | Pottstown,PA         |  |                     |        |    |  |   | 10,000    |   |
| LaVoz                                                                  |  |              | 2005   |         |  |              | 2005   | (4)            |  | Norristown,PA        |  |                     |        |    |  |   | 5,000     |   |
| LaVoz                                                                  |  |              | 2005   |         |  |              | 2005   | (4)            |  | Reading,PA           |  |                     |        |    |  |   | 5,480     |   |
| TotalMarket Coverage (‘‘TMC’’) (7publications) |  |              |   |         |  |              |   |                |  |                 |  |                     |        |    |  |   | 131,516   |   |
| **TOTAL**                                                              |  |              |   |         |  |              |   |                |  |                 |  | 177,882                  |        | 157,991 |  |   | 1,325,991 |   |
|                                                                        |

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|-----|------------------------------------------------------------------------------------------------------------------------|
| (1) | Formerged newspapers and newspaper groups, the year given reflects thedate of origination for the earliestpublication. |

|     |                                                                                                                                            |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Circulation averagesare according to the most recently released Audit Bureau of Circulation(‘‘ABC’’) AuditReports. |

|     |                                                                 |
|-----|-----------------------------------------------------------------|
| (3) | Non-daily distributionincludes both paid and free distribution. |

|     |                                                         |
|-----|---------------------------------------------------------|
| (4) | Represents the year the Company started thepublication. |

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The majority of the Company’sPennsylvania publications are located within a 30-mile radius ofPhiladelphia. The Company’s newspapers generally servegeographic areas with highly desirable demographics. The DelawareCounty Daily and Sunday Times serves an area that has a populationof 347,597. The population grew slightly from 1990 to 2005.The Delaware County Daily and Sunday Times’ marketarea has an average household income of $71,651, which is 11 percentabove the national average. The Daily Local News serves an areawhich has a population of 365,502 and had population growth ofapproximately 25 percent from 1990 to 2005. The Daily Local Newsserves an area that has an average household income of $104,928, whichis 62 percent above the national average. The Mercury, locatedwest of Philadelphia, serves an area that has a population of 246,515and had population growth of approximately 27 percent from 1990 to2005. The area The Mercury serves has an average householdincome of $76,791, which is 18 percent above the national average.The Times Herald serves an area that has a population of 376,015and had population growth of approximately 19 percent from 1990 to2005. The Times Herald’s market area has an averagehousehold income of $91,095, which is 41 percent above the nationalaverage. The Reporter serves an area that has a population of201,937 and had population growth of approximately 26 percent from 1990to 2005. The Reporter’s market area has an averagehousehold income of $95,087, which is 47 percent above the nationalaverage. The Phoenix serves an area that has a population of202,054 and had population growth of approximately 31 percent from 1990to 2005. The Phoenix’s market area has an averagehousehold income of $94,703, which is 46 percent above the nationalaverage. The Company’s weekly newspaper group, SuburbanPublications, which is located on the Main Line in suburbanPhiladelphia, serves an area that has a population of 261,385 and hadpopulation growth of approximately 16 percent from 1990 to 2005. Themarket area served by Suburban Publications has an average householdincome of $112,996, which is 74 percent above the national average.The Main Line Times, the flagship of the Company’s AcmeNewspaper group, serves an area that has a population of 125,127 andhad population growth of approximately four percent from 1990 to 2005.The Main Line Times’ market area has an average householdincome of $136,461, which is 111 percent above the national average.The majority of the Company’s Pennsylvania properties arelocated within 20 miles of the area's largest retail complex, theKing of Prussia Mall, which is the largest shopping center in theUnited States based on retail square footage. The Trentonian ispublished in Trenton, the capital of New Jersey, which is located 35miles northeast of Philadelphia and 65 miles southwest of New YorkCity. The Trentonian serves an area that has a population of300,987 and had population growth of approximately six percent from1990 to 2005. This area has an average household income of $74,609,which is 15 percent above the national average.

As a result ofthe synergies in the Company’s Greater Philadelphia Cluster, theCompany has been able to cross-sell advertising into multiplepublications. The nature of the cluster also allows for theimplementation of significant cost savings programs. For example, inDecember  2001, the Company commenced operations at a newproduction facility, Journal Register Offset, located in Exton,Pennsylvania. This plant produces five of the Company’s sevendailies — the Daily Local News, The Mercury, The TimesHerald, The Reporter and The Phoenix — and 57 of theCompany’s 131 non-daily publications in the Company’sGreater Philadelphia Cluster. The Exton facility produces award-winningproduct quality and generates significant cash operating expensesavings. In addition, the Company’s publications in its GreaterPhiladelphia Cluster share several news-gathering resources.

Michigan. In August  2004, the Companyacquired 21st Century, which publishes four daily newspapersand 85 non-daily publications. The daily newspapers are The OaklandPress (Pontiac), The Macomb Daily (Mt. Clemens), TheDaily Tribune (Royal Oak), and The Morning Sun (Mt.Pleasant). The non-daily publications are primarily aggregated in fourgroups: the Lapeer Group (Lapeer); Morning Star Group (Mt. Pleasant);Independent Newspapers (Mt. Clemens); and Heritage Newspapers(Southgate). The aggregate circulation of the daily newspapers isapproximately 130,600 daily and approximately 174,900 Sunday. Thenon-daily publications have an aggregate distribution of approximately1.5  million.

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The following table sets forth informationregarding the Company’s publications inMichigan:

|                        |  |                   |        |              |  |                   |        |                     |        |                      |  |                          |         |        |  |        |         |        |  |        |           |        |  |  |  |  |
|------------------------|--|-------------------|--------|--------------|--|-------------------|--------|---------------------|--------|----------------------|--|--------------------------|---------|--------|--|--------|---------|--------|--|--------|-----------|--------|--|--|--|--|
| Publication            |  | YearOriginated(1) |        | YearAcquired |  | PrincipalLocation |        | DailyCirculation(2) |        | SundayCirculation(2) |  | Non-DailyDistribution(3) |
| OaklandPress           |  |              | 1844   |         |  |              | 2004   |                |        | Pontiac              |  |                     | 65,547  |   |  |   | 79,363  |   |  |   |      |   |
| MacombDaily            |  |              | 1839   |         |  |              | 2004   |                |        | Mt.Clemens           |  |                     | 42,160  |   |  |   | 68,173  |   |  |   |      |   |
| DailyTribune           |  |              | 1902   |         |  |              | 2004   |                |        | RoyalOak             |  |                     | 11,600  |   |  |   | 14,528  |   |  |   |      |   |
| TheMorning Sun         |  |              | 1879   |         |  |              | 2004   |                |        | Mt.Pleasant          |  |                     | 11,283  |   |  |   | 12,825  |   |  |   |      |   |
| MorningStarGroup       |  |              |   |         |  |              |        |                |   |                 |  |                     |    |   |  |   |    |   |
| 27publications         |  |              | 1947   |         |  |              | 2004   |                |        | Mt.Pleasant          |  |                     |    |   |  |   |    |   |  |   | 390,623   |   |
| HeritageGroup          |  |              |   |         |  |              |        |                |   |                 |  |                     |    |   |  |   |    |   |
| 21publications         |  |              | 1869   |         |  |              | 2004   |                |        | Southgate            |  |                     |    |   |  |   |    |   |  |   | 430,148   |   |
| IndependentNewspapers  |  |              |   |         |  |              |        |                |   |                 |  |                     |    |   |  |   |    |   |
| 16publications         |  |              | 1902   |         |  |              | 2004   |                |        | Mt.Clemens           |  |                     |    |   |  |   |    |   |  |   | 281,300   |   |
| LapeerGroup            |  |              |   |         |  |              |        |                |   |                 |  |                     |    |   |  |   |    |   |
| 15publications         |  |              | 1879   |         |  |              | 2004   |                |        | Lapeer               |  |                     |    |   |  |   |    |   |  |   | 186,422   |   |
| HomesforSale           |  |              | 1982   |         |  |              | 2004   |                |        | Pontiac              |  |                     |    |   |  |   |    |   |  |   | 41,500    |   |
| MetroDetroit JobSearch |  |              | 2001   |         |  |              | 2004   |                |        | Pontiac              |  |                     |    |   |  |   |    |   |  |   | 51,400    |   |
| TMC(4publications)     |  |              |   |         |  |              |   |                |        |                 |  |                     |    |   |  |   |    |   |  |   | 143,595   |   |
| **TOTAL**              |  |              |   |         |  |              |   |                |        |                 |  |                     | 130,590 |   |  |   | 174,889 |   |  |   | 1,524,988 |   |
|                        |

|  |                                                                                                                                 |
|--|---------------------------------------------------------------------------------------------------------------------------------|
|  | (1) Formerged newspapers and newspaper groups, the year given reflects thedate of origination for the earliestpublication. |

|     |                                                                                   |
|-----|-----------------------------------------------------------------------------------|
| (2) | Circulation averages areaccording to the most recently released ABC AuditReports. |

|     |                                                                 |
|-----|-----------------------------------------------------------------|
| (3) | Non-daily distributionincludes both paid and free distribution. |

The OaklandPress and The Daily Tribune are in Oakland County, locatedin the northwest suburbs of Detroit and the most affluent county inMichigan. Oakland County has a population of 1,213,777 and hadpopulation growth of 12 percent from 1990 to 2005. The county has anaverage household income of $91,539, which is 41 percent above thenational average. The Macomb Daily is in Macomb County, which isin the northern suburbs of Detroit. The county has a population of824,751 and had population growth of 15 percent from 1990 to 2005. Ithas an average household income of $68,291, which is approximately fivepercent above the national average. The Morning Sun is inIsabella County, which is located in the central part of the state.Isabella County has a population of 65,319 and had population growth of20 percent from 1990 to 2005. The county has an average householdincome of about $50,260. Heritage Newspapers serves an area in thesouthern and southwestern suburbs of Detroit. The area has a populationof 929,447 and had population growth of seven percent from 1990 to2005. The area has an average household income of $65,705, which is twopercent above the national average. Independent (Weekly) Newspapersserve an area in the northern part of the Detroit metro area. The areahas a population of 689,757 and had population growth of 25 percentfrom 1990 to 2005. The area has an average household income of $72,212,which is 11 percent above the national average. The Lapeer Group servesan area in the ‘‘Thumb’’ area of the statethat includes Lapeer, Sanilac, Huron, and St. Clair counties. The areahas a population of 343,490 and had population growth of 16 percentfrom 1990 to 2005. The area has an average household income of $60,855.The Morning Star Group serves a large area in the central and northernpart of Michigan. The area has a population of 1,404,074 and hadpopulation growth of 14 percent from 1990 to 2005. The area has anaverage household income of$54,035.

Connecticut.    In Connecticut, the Companyowns the New Haven Register, a small metropolitan dailynewspaper with daily circulation of approximately 87,000 and Sundaycirculation of approximately 96,000, four suburban daily newspapers, 78suburban non-daily publications and one commercial printing company.The suburban daily newspapers in the Connecticut Cluster are TheHerald (New Britain), The Bristol Press, The Register Citizen(Torrington) and The Middletown Press. The five dailynewspapers have aggregate daily circulation of approximately 129,000and approximately 132,400 Sunday. The non-daily publications have anaggregate distribution of approximately 1.8  million. Included inthe non-daily publications is Connecticut Magazine, thestate’s premier lifestyle magazine that was acquired inSeptember  1999. The Company’s Connecticut dailynewspapers and non-daily publications serve a statewide audience withconcentrations in western Connecticut (Litchfield and Fairfieldcounties) to Hartford and its suburban areas, to the Greater New Havenarea, as well as the Connecticut shoreline from New Haven northeast toNew London.

6

----

In April  2005, the New HavenRegister launched Registro, a weekly Spanish-languagepublication distributed in the New Haven area. This publicationlaunched with a distribution of 15,000. Due to demand, the distributionwas increased to 21,000 expanding to include the Shoreline areassurrounding New Haven, in November  2005.  InJanuary  2006, Registro and El Latino Expreso (NewBritain) merged and increased the total distribution from 31,000 to42,000, with 21,000 in New Haven County and 21,000 in HartfordCounty. At that time, the El Latino Expreso masthead wasdropped in favor of the more recognizable Registro name.

In May  2005, Imprint Newspapers launched four new weeklyfree-distribution newspapers, Avon Post, Farmington Post, SimsburyPost and the Tri-Town Post. Each is mailed to everyhousehold in their respective towns, with the Tri-Town Postcovering the three towns of Burlington, Canton and Harwinton. These newweekly publications target the fast-growing and affluent markets in thecentral Connecticut area.  

In May  2005, Shore LineNewspapers successfully launched Shelton Weekly. This freeproduct focuses on reporting the life story of the fast-growingShelton, Connecticut area.

The following table sets forthinformation regarding the Company’s publications inConnecticut:

|                                  |  |                   |        |              |  |                   |        |                     |  |                      |  |                          |        |        |           |        |         |           |  |        |        |        |  |  |  |  |
|----------------------------------|--|-------------------|--------|--------------|--|-------------------|--------|---------------------|--|----------------------|--|--------------------------|--------|--------|-----------|--------|---------|-----------|--|--------|--------|--------|--|--|--|--|
|                             |  | YearOriginated(1) |        | YearAcquired |  | PrincipalLocation |        | DailyCirculation(2) |  | SundayCirculation(2) |  | Non-DailyDistribution(3) |
| Publication                      |
| NewHavenRegister                 |  |              | 1755   |         |  |              | 1989   |                |  | NewHaven             |  |                     | 86,916 |   |           |   | 95,890  |      |  |   |   |   |
| TheHerald                        |  |              | 1881   |         |  |              | 1995   |                |  | NewBritain           |  |                     | 13,518 |   |           |   | 28,390  | (6)  |  |   |   |   |
| TheBristolPress                  |  |              | 1871   |         |  |              | 1994   |                |  | Bristol              |  |                     | 12,091 |   |           |   | — | (6)  |  |   |   |   |
| TheRegisterCitizen               |  |              | 1889   |         |  |              | 1993   |                |  | Torrington           |  |                     | 8,222  |   |           |   | 8,120   |      |  |   |   |   |
| TheMiddletownPress               |  |              | 1884   |         |  |              | 1995   |                |  | Middletown           |  |                     | 8,273  |   |           |   | — | (6)  |  |   |   |   |
| ConnecticutMagazine              |  |              |   |         |  |              |   |                |  |                 |  |                     |   |   |           |   |    |      |  |   |   |   |
| 4publications                    |  |              | 1938   |         |  |              | 1999   |                |  | Trumbull             |  |                     |        |   |           |   | 820,947 |      |
| ShoreLineNewspapers              |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 10publications                   |  |              | 1877   |         |  |              | 1995   |                |  | Guilford             |  |                     |        |   |           |   | 75,757  |      |
| ImprintNewspapers 14publications |  |              | 1880   |         |  |              | 1995   |                |  | Bristol              |  |                     |        |   |           |   | 90,437  |      |
| LitchfieldCounty TimesGroup      |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 3publications                    |  |              | 1981   |         |  |              | 2001   |                |  | NewMilford           |  |                     |        |   |           |   | 24,891  |      |
| ElmCityNewspapers                |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 7publications                    |  |              | 1931   |         |  |              | 1995   |                |  | Milford              |  |                     |        |   |           |   | 65,416  |      |
| HousatonicPublications           |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 6publications                    |  |              | 1825   |         |  |              | 1998   |                |  | NewMilford           |  |                     |        |   |           |   | 35,149  |      |
| MinutemanNewspapers              |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 3publications                    |  |              | 1993   |         |  |              | 1998   |                |  | Westport             |  |                     |        |   |           |   | 63,000  |      |
| LuxuryLiving                     |  |              | 2004   |         |  |              | 2004   | (4)            |  | NewHaven             |  |                     |        |   |           |   | 30,000  |      |
| Play                             |  |              | 2004   |         |  |              | 2004   | (4)            |  | NewHaven             |  |                     |        |   |           |   | 22,000  |      |
| Registro                         |  |              | 2005   |         |  |              | 2005   | (4)(5)         |  | NewHaven             |  |                     |        |   |           |   | 41,975  |      |
| GamerPublications                |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 3publications                    |  |              | 1981   |         |  |              | 1995   |                |  | Bristol              |  |                     |        |   |           |   | 53,000  |      |
| FoothillsTrader                  |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 3publications                    |  |              | 1965   |         |  |              | 1995   |                |  | Torrington           |  |                     |        |   |           |   | 49,927  |      |
| ConnecticutCountyKids            |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 2publications                    |  |              | 1989   |         |  |              | 1996   |                |  | Westport             |  |                     |        |   |           |   | 40,000  |      |
| MainStreetNews                   |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |           |   |    |      |
| 3publications                    |  |              | 1989   |         |  |              | 2002   |                |  | Essex                |  |                     |        |   |           |   | 23,353  |      |
| EastHartford Gazette             |  |              | 1885   |         |  |              | 1995   |                |  | EastHartford         |  |                     |        |   |           |   | 18,600  |      |
| Homefinder                       |  |              | 1976   |         |  |              | 1995   |                |  | NewBritain           |  |                     |        |   |           |   | 14,810  |      |
| ThomastonExpress                 |  |              | 1874   |         |  |              | 1994   |                |  | Thomaston            |  |                     |        |   |           |   | 1,489   |      |
| TMC(14publications)              |  |              |   |         |  |              |        |                |  |                 |  |                     |        |   | 359,194   |   |
| **TOTAL**                        |  |              |   |         |  |              |        |                |  | 129,020              |  | 132,400                  |        |   | 1,829,945 |   |
|                                  |

|     |                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------|
| (1) | Formerged newspapers and newspaper groups, the year given reflects thedate of origination for the earliestpublication. |

|     |                                                                                    |
|-----|------------------------------------------------------------------------------------|
| (2) | Circulation averagesare according to the most recently released ABC Audit Reports. |

|     |                                                                                                                                                                                                                                                                                                                                                     |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Non-daily distribution includes both paidand free distribution. The Connecticut Vacation Guide, one ofConnecticut Magazine’s publications, which is publishedannually, has an annual distribution of 500,000. Another ConnecticutMagazine publication, Connecticut Bride, is published twiceper year with a distribution of 30,000 per issue. |

7

----

|     |                                                        |
|-----|--------------------------------------------------------|
| (4) | Represents the yearthe Company started thepublication. |

|     |                                                    |
|-----|----------------------------------------------------|
| (5) | El Latino Expreso wasmerged into Registro in 2006. |

|     |                                                                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (6) | TheSunday Herald Press is a combined Sunday newspaper that serves themarkets served by The Herald, The Bristol Press andThe Middletown Press with three zoned editions. |

TheCompany’s Connecticut publications serve communities withattractive demographics. The New Haven Register is theCompany's largest newspaper based on daily circulation and is thesecond largest daily circulation newspaper in Connecticut. The NewHaven Register serves a primary circulation area comprised of themajority of New Haven County and portions of Fairfield, Middlesex andNew London counties. This area (including the portions of FairfieldCounty, which are also served by related non-daily publications) has apopulation of 707,974 and had population growth of approximately eightpercent from 1990 to 2005. This area has an average household income of$76,546, which is 18 percent above the national average, and a retailenvironment comprised of approximately 7,600 stores. The New HavenRegister’s primary circulation area is home to a number oflarge and well-established institutions, including Yale University andYale-New Haven Hospital. As a result of its proximity to the largemedia markets of New York City, Boston and Hartford, New Haven has onlytwo locally licensed television stations (which serve a statewide,rather than a local, audience). The radio market in New Haven is alsofragmented. Consequently, the Company’s management believes thatthe New Haven Register is a very powerful local news andadvertising franchise for the Greater New Haven area.

TheHerald, The Bristol Press and The Middletown Press servecontiguous areas between New Haven and Hartford. The BristolPress serves an area that has a population of 96,618 and hadpopulation growth of approximately two percent from 1990 to 2005.The Bristol Press’ market area has an average householdincome of $62,936. The Middletown Press serves an area that hasa population of 163,445 and had population growth of approximately 15percent from 1990 to 2005. The area served by The MiddletownPress has an average household income of $80,869, which is 25percent above the national average. The Herald serves an areathat has a population of 109,064. The Herald’s marketarea has an average household income of $57,544. The RegisterCitizen serves an area that has a population of 83,820 and hadpopulation growth of approximately five percent from 1990 to 2005.The Register Citizen’s market area has an averagehousehold income of $69,189, which is seven percent above the nationalaverage.

The Company’s Connecticut publications benefitfrom cross-selling of advertising, as well as from editorial,production and back-office synergies. For example, the New HavenRegister gathers statewide news for all of the Company'sConnecticut newspapers; the newspapers cross-sell advertising through aone-order, one-bill system; and The Herald and The MiddletownPress are printed at one facility, as are The RegisterCitizen and The Bristol Press. Moreover, in August1996, in order to take advantage of the contiguous nature of thegeographic areas served by The Herald, The Bristol Press andThe Middletown Press, the Company launched a combined Sundaynewspaper, The Herald Press, which serves the readers of thesethree daily newspapers with three zoned editions and has a Sundaycirculation of approximately 28,400 as of September  30,2004, according to the ABC Audit Report.

GreaterCleveland.    The Company owns two Cleveland, Ohio areanewspaper operations, The News-Herald (Willoughby) andThe Morning Journal (Lorain). The aggregate daily circulation ofthe Cleveland area newspapers is approximately 74,200 and aggregateSunday circulation of the Cleveland area newspapers is approximately86,500. The six non-daily publications in the Greater Cleveland clusterhave aggregate distribution of approximately161,800.

8

----

The following table sets forth informationregarding the Company’s publications in GreaterCleveland:

|                          |  |                   |        |              |  |                   |      |                     |  |                      |  |                          |        |        |         |        |        |        |  |        |        |        |  |  |  |  |
|--------------------------|--|-------------------|--------|--------------|--|-------------------|------|---------------------|--|----------------------|--|--------------------------|--------|--------|---------|--------|--------|--------|--|--------|--------|--------|--|--|--|--|
|                     |  | YearOriginated(1) |        | YearAcquired |  | PrincipalLocation |      | DailyCirculation(2) |  | SundayCirculation(2) |  | Non-DailyDistribution(3) |
| Publication              |
| TheNews-Herald           |  |              | 1878   |         |  |              | 1987 |                |  | Willoughby           |  |                     | 45,050 |   |         |   | 54,388 |   |  |   |   |   |
| TheMorningJournal        |  |              | 1921   |         |  |              | 1987 |                |  | Lorain               |  |                     | 29,173 |   |         |   | 32,080 |   |  |   |   |   |
| CountyKids 2publications |  |              | 1997   |         |  |              | 1997 | (4)            |  | WilloughbyandLorain  |  |                     |        |   |         |   | 32,900 |   |
| ElLatinoExpreso          |  |              | 2004   |         |  |              | 2004 | (4)            |  | Lorain               |  |                     |        |   |         |   | 10,000 |   |
| LivinginStyle            |  |              | 2005   |         |  |              | 2005 | (4)            |  | LakeCounty           |  |                     |        |   |         |   | 12,700 |   |
| TMC(2publications)       |  |              |   |         |  |              |      |                |  |                 |  |                     |        |   | 106,213 |   |
| **TOTAL**                |  |              |   |         |  |              |      |                |  | 74,223               |  | 86,468                   |        |   | 161,813 |   |
|                          |

|     |                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------|
| (1) | Formerged newspapers and newspaper groups, the year given reflects thedate of origination for the earliestpublication. |

|     |                                                                                   |
|-----|-----------------------------------------------------------------------------------|
| (2) | Circulation averages areaccording to the most recently released ABC AuditReports. |

|     |                                             |
|-----|---------------------------------------------|
| (3) | Non-daily distribution isfree distribution. |

|     |                                                        |
|-----|--------------------------------------------------------|
| (4) | Represents theyear the Company started thepublication. |

In September 2005, the Company launchedLiving in Style, a quarterly publication, that isdistributed through the mail to over 12,000 affluent households withincome of more than $120,000 annually in Lake and Geauga counties.

The News-Herald and The Morning Journal serve areaslocated directly east and west of Cleveland, respectively. TheNews-Herald, which is one of Ohio's largest suburbannewspapers, serves communities located in Lake and Geauga counties, twoof Ohio’s five most affluent counties. Lake and Geauga countieshave populations of 229,367 and 95,568, respectively, and hadpopulation growth of approximately six percent and 18 percent,respectively, from 1990 to 2005. Lake and Geauga counties have averagehousehold incomes of $64,572 and $88,058, respectively. The GeaugaCounty average household income is 36 percent above the nationalaverage. The Morning Journal serves an area that has apopulation of 156,923 with population growth of approximately tenpercent from 1990 to 2005. Average household income is $63,432 in thearea served by The Morning Journal. The Greater ClevelandCluster benefits from a variety of synergies, including advertisingcross-sell arrangements and certain news-gathering resources.

New England.    The Company owns five daily and 23non-daily publications in the New England area. The Company’spublications in this cluster include The Herald News (FallRiver, MA), the Taunton Daily Gazette (Taunton, MA), TheCall (Woonsocket, RI), The Times (Pawtucket, RI) and theKent County Daily Times (West Warwick, RI), each of which ispublished daily, and two groups of weekly newspapers serving southernRhode Island, including South County, The North Attleborough FreePress (North Attleboro, MA), and O Jornal (Fall River, MA),a Portuguese-language weekly newspaper acquired in January  2004.The five daily newspapers have aggregate daily circulation ofapproximately 61,500 and aggregate Sunday circulation of approximately50,800. The non-daily publications in this cluster have totaldistribution of approximately 347,300.

9

----

The following table sets forthinformation regarding the Company’s publications in NewEngland:

|                                                                                  |  |                   |        |              |  |                   |      |                     |  |                               |  |                          |        |        |         |        |        |        |  |        |        |        |  |  |  |  |
|----------------------------------------------------------------------------------|--|-------------------|--------|--------------|--|-------------------|------|---------------------|--|-------------------------------|--|--------------------------|--------|--------|---------|--------|--------|--------|--|--------|--------|--------|--|--|--|--|
| Publication                                                                      |  | YearOriginated(1) |        | YearAcquired |  | PrincipalLocation |      | DailyCirculation(2) |  | SundayCirculation(2)          |  | Non-DailyDistribution(3) |
| TheHeraldNews                                                                    |  |              | 1872   |         |  |              | 1985 |                |  | FallRiver,MA                  |  |                     | 22,044 |   |         |   | 22,562 |   |  |   |   |   |
| TauntonDaily Gazette                                                             |  |              | 1848   |         |  |              | 1996 |                |  | Taunton,MA                    |  |                     | 10,661 |   |         |   | 10,073 |   |  |   |   |   |
| TheCall                                                                          |  |              | 1892   |         |  |              | 1984 |                |  | Woonsocket,RI                 |  |                     | 12,678 |   |         |   | 18,131 |   |  |   |   |   |
| TheTimes                                                                         |  |              | 1885   |         |  |              | 1984 |                |  | Pawtucket,RI                  |  |                     | 11,929 |   |         |   |   |   |  |   |   |   |
| Kent CountyDaily Times                                                           |  |              | 1892   |         |  |              | 1999 |                |  | West Warwick,RI               |  |                     | 4,142  |   |         |   |   |   |  |   |   |   |
| Southern RhodeIsland      Newspapers7 publications |  |              | 1854   |         |  |              | 1995 |                |  | Wakefield,RI                  |  |                     |   |   |         |   |   |   |  |   | 33,690 |   |
| HometownNewspapers 2 publications                                                |  |              | 1969   |         |  |              | 1999 |                |  | WestWarwick,RI                |  |                     |   |   |         |   |   |   |  |   | 13,000 |   |
| BlackstoneValleyFamily                                                      |  |              | 2005   |         |  |              | 2005 | (4)            |  | Pawtucketand Woonsocket,RI    |  |                     |   |   |         |   |   |   |  |   | 25,000 |   |
| CountyKids 2publications                                                         |  |              | 1997   |         |  |              | 1997 | (4)            |  | FallRiver, MA and Taunton, MA |  |                     |   |   |         |   |   |   |  |   | 32,635 |   |
| Neighbors                                                                        |  |              | 1999   |         |  |              | 1999 | (4)            |  | Pawtucketand Woonsocket,RI    |  |                     |        |   |         |   | 20,486 |   |
| NorthwestNeighbors                                                               |  |              | 2002   |         |  |              | 2002 | (4)            |  | Woonsocket,RI                 |  |                     |        |   |         |   | 8,206  |   |
| The NorthAttleboroughFreePress                                                   |  |              | 1987   |         |  |              | 2003 |                |  | North Attleboro,MA            |  |                     |        |   |         |   | 17,300 |   |
| OJornal                                                                          |  |              | 1975   |         |  |              | 2004 |                |  | Fall River,MA                 |  |                     |        |   |         |   | 14,300 |   |
| El LatinoExpreso                                                                 |  |              | 2004   |         |  |              | 2004 | (4)            |  | FallRiver,MA                  |  |                     |        |   |         |   | 13,500 |   |
| Healthbeat                                                                       |  |              | 2004   |         |  |              | 2004 | (4)            |  | FallRiver,MA                  |  |                     |        |   |         |   | 22,562 |   |
| TMC(5publications)                                                               |  |              |   |         |  |              |      |                |  |                          |  |                     |        |   | 146,572 |   |
| **TOTAL**                                                                        |  |              |   |         |  |              |      |                |  | 61,454                        |  | 50,766                   |        |   | 347,251 |   |
|                                                                                  |

|     |                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------|
| (1) | Formerged newspapers and newspaper groups, the year given reflects thedate of origination for the earliestpublication. |

|     |                                                                                   |
|-----|-----------------------------------------------------------------------------------|
| (2) | Circulation averagesare according to the most recently released ABC AuditReports. |

|     |                                                    |
|-----|----------------------------------------------------|
| (3) | Non-daily distributionincludes both free and paid. |

|     |                                                         |
|-----|---------------------------------------------------------|
| (4) | Represents the year the Company started thepublication. |

The Herald News and the Taunton DailyGazette are situated 14 miles apart. Each is less than 40 milessouth of Boston, Massachusetts and 25 miles east of Providence, RhodeIsland. The region’s second largest shopping mall, located inTaunton, contains one million square feet of retail space andapproximately 150 stores. The Herald News serves an area thathas a population of 195,727 and had population growth of approximatelyfour percent from 1990 to 2005. The market area served by TheHerald News has an average household income of $58,924. TheTaunton Daily Gazette serves an area that has a population of124,459 and had population growth of approximately 24 percent from 1990to 2005. The Taunton Daily Gazette’s market area has anaverage household income of $71,385, which is ten percent above thenational average. The Call serves an area that has a populationof 154,885 and had population growth of approximately 12 percent from1990 to 2005. The Call’s market area has an averagehousehold income of $65,415. The Times serves an area that has apopulation of 270,138 and had population growth of approximately ninepercent from 1990 to 2005. The market area served by The Timeshas an average household income of $58,197. Southern Rhode IslandNewspapers serve an area that has a population of 248,196 and hadpopulation growth of approximately 14 percent from 1990 to 2005. Themarket area served by Southern Rhode Island Newspapers has an averagehousehold income of $73,845, which is 14 percent above the nationalaverage. In September  2005, the Company launched BlackstoneValley Family, a monthly publication distributed in the Woonsocketand Pawtucket markets, targeting young families.

No localtelevision stations exist in the communities served by theCompany’s New England newspapers. Furthermore, the Companybelieves that its New England properties benefit from the fragmentationof local radio markets. The Company believes that each of itsnewspapers is a significant media outlet in its respective community,and is an effective vehicle for area advertisers.

The New Englandnewspapers benefit from advertising cross-sell arrangements, as well asfrom significant production and editorial synergies. For example,The Times, The Call and the Kent County 

10

----

Daily Times are printed at the samefacility, as are the Taunton Daily Gazette, The HeraldNews and O Jornal. Southern Rhode Island Newspapers areprinted at the Company’s New Haven Registerfacility.

Capital-Saratoga Region of New York.    TheCompany owns three daily and seven non-daily publications in theCapital-Saratoga Region of New York. The Company’s publicationsin this cluster include The Record (Troy), The Saratogian(Saratoga Springs), The Oneida Daily Dispatch and the weeklyCommunity News, serving Clifton Park. In 2004, the Companyexpanded its Capital-Saratoga cluster with the acquisition of MohawkValley Media, a group of three non-daily publications based in Rome,New York, with distribution of approximately 28,100. The dailynewspapers have aggregate daily circulation of approximately 34,300 andaggregate Sunday circulation of approximately 30,200. The non-dailypublications in this cluster have total distribution of approximately133,200.

The following table sets forth information regarding theCompany’s publications in the Capital-Saratoga Region of NewYork:

|                                                      |  |                   |        |              |  |                   |        |                     |  |                      |  |                          |        |        |  |        |        |        |  |        |         |        |  |  |  |  |
|------------------------------------------------------|--|-------------------|--------|--------------|--|-------------------|--------|---------------------|--|----------------------|--|--------------------------|--------|--------|--|--------|--------|--------|--|--------|---------|--------|--|--|--|--|
| Publication                                          |  | YearOriginated(1) |        | YearAcquired |  | PrincipalLocation |        | DailyCirculation(2) |  | SundayCirculation(2) |  | Non-DailyDistribution(3) |
| TheRecord                                            |  |              | 1896   |         |  |              | 1987   |                |  | Troy                 |  |                     | 16,872 |   |  |   | 18,566 |   |  |   |    |   |
| TheSaratogian                                        |  |              | 1855   |         |  |              | 1998   |                |  | SaratogaSprings      |  |                     | 10,629 |   |  |   | 11,588 |   |  |   |    |   |
| TheOneida DailyDispatch                         |  |              | 1850   |         |  |              | 1998   |                |  | Oneida               |  |                     | 6,818  |   |  |   |   |   |  |   |    |   |
| MohawkValley Media 3publications                     |  |              | 1993   |         |  |              | 2004   |                |  | Rome                 |  |                     |   |   |  |   |   |   |  |   | 28,100  |   |
| CommunityNews                                        |  |              | 1969   |         |  |              | 1998   |                |  | CliftonPark          |  |                     |   |   |  |   |   |   |  |   | 27,722  |   |
| Oneida-Chittenango    Pennysaver |  |              | 1957   |         |  |              | 1998   |                |  | Oneida               |  |                     |   |   |  |   |   |   |  |   | 23,085  |   |
| TMC(2publications)                                   |  |              |   |         |  |              |   |                |  |                 |  |                     |   |   |  |   |   |   |  |   | 54,339  |   |
| **TOTAL**                                            |  |              |   |         |  |              |   |                |  |                 |  |                     | 34,319 |   |  |   | 30,154 |   |  |   | 133,246 |   |
|                                                      |

|     |                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------|
| (1) | Formerged newspapers and newspaper groups, the year given reflects thedate of origination for the earliestpublication. |

|     |                                                                                   |
|-----|-----------------------------------------------------------------------------------|
| (2) | Circulation averages areaccording to the most recently released ABC AuditReports. |

|     |                                                                 |
|-----|-----------------------------------------------------------------|
| (3) | Non-daily distributionincludes both paid and free distribution. |

The Recordand The Saratogian are situated approximately 26 miles apart inthe Capital-Saratoga region of New York. The Record serves anarea that has a population of 299,944, which has grown five percentfrom 1990 to 2005. The Record’s market has an averagehousehold income of $61,657. The Saratogian serves an area thathas a population of 205,913 and had population growth of approximately19 percent from 1990 to 2005. The Saratogian’s marketarea has an average household income of $70,207, which is eight percentabove the national average. The Oneida Daily Dispatch serves anarea that has a population of 69,001, and had population growth ofapproximately one percent from 1990 to 2005. The Oneida DailyDispatch’s market area has an average household income of$59,436. No local television stations exist in the communities that theCompany’s Capital-Saratoga Region newspapers serve. Furthermore,the Company believes that its Capital-Saratoga Region propertiesbenefit from the fragmentation of local radio markets. As a result, theCompany believes that its newspapers in the region are significantmedia outlets in their respective communities, thereby making thesenewspapers attractive vehicles for area advertisers. The Record, TheSaratogian and the Community News benefit from significantcross-selling of advertising. These newspapers also benefit fromsignificant production and news-gathering synergies. For example,The Record, The Saratogian and the Community News areprinted at the Company’s operating facility in Troy, takingadvantage of that facility’s excess capacity and achievingsignificant cost efficiencies.

Mid-Hudson Region of NewYork.    The Company owns one daily newspaper and 19 non-dailypublications in the Mid-Hudson Region of New York. The daily newspaperin this cluster is the Daily Freeman in Kingston. TheCompany’s non-daily publications in this cluster are the TaconicPress group, a group of 12 non-daily newspapers serving Dutchess andWestchester counties in New York, and The Putnam County Courier,serving Putnam County, New York; and Roe Jan Independent Publishingbased in Hillsdale, New York, which includes two non-dailypublications. The Mid-Hudson Region cluster has daily circulation ofapproximately 20,400, Sunday circulation of approximately 25,500 andtotal non-daily distribution of approximately 675,400.

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The following table sets forthinformation regarding the Company’s publications in theMid-Hudson Region of NewYork:

|                              |  |                   |        |              |  |                   |        |                     |  |                      |  |                          |        |        |         |        |         |        |  |        |        |        |  |  |  |  |
|------------------------------|--|-------------------|--------|--------------|--|-------------------|--------|---------------------|--|----------------------|--|--------------------------|--------|--------|---------|--------|---------|--------|--|--------|--------|--------|--|--|--|--|
| Publication                  |  | YearOriginated(1) |        | YearAcquired |  | PrincipalLocation |        | DailyCirculation(2) |  | SundayCirculation(2) |  | Non-DailyDistribution(3) |
| DailyFreeman                 |  |              | 1871   |         |  |              | 1998   |                |  | Kingston             |  |                     | 20,391 |   |         |   | 25,479  |   |  |   |   |   |
| TaconicPress 12publications  |  |              | 1846   |         |  |              | 1998   |                |  | Millbrook            |  |                     |        |   |         |   | 564,542 |   |
| RoeJan IndependentPublishing |  |              |   |         |  |              |   |                |  |                 |  |                     |        |   |         |   |    |   |
| 2publications                |  |              | 1973   |         |  |              | 2001   |                |  | Hillsdale            |  |                     |        |   |         |   | 18,386  |   |
| Wheels                       |  |              | 2001   |         |  |              | 2001   | (4)            |  | Kingston             |  |                     |        |   |         |   | 35,987  |   |
| Doorways                     |  |              | 1983   |         |  |              | 1998   |                |  | Kingston             |  |                     |        |   |         |   | 28,463  |   |
| ArtWorks                     |  |              | 2005   |         |  |              | 2005   | (4)            |  | Kingston             |  |                     |        |   |         |   | 5,000   |   |
| LasNoticias                  |  |              | 2005   |         |  |              | 2005   | (4)            |  | Kingston             |  |                     |        |   |         |   | 5,000   |   |
| TMC(1publication)            |  |              |   |         |  |              |        |                |  |                 |  |                     |        |   | 18,021  |   |
| **TOTAL**                    |  |              |   |         |  |              |        |                |  | 20,391               |  | 25,479                   |        |   | 675,399 |   |
|                              |

|     |                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------|
| (1) | Formerged newspapers and newspaper groups, the year given reflects thedate of origination for the earliestpublication. |

|     |                                                                                   |
|-----|-----------------------------------------------------------------------------------|
| (2) | Circulation averages areaccording to the most recently released ABC AuditReports. |

|     |                                                                |
|-----|----------------------------------------------------------------|
| (3) | Non-daily distributionincludes both paid and freedistribution. |

|     |                                                         |
|-----|---------------------------------------------------------|
| (4) | Represents the yearthe Company started the publication. |

The DailyFreeman and Taconic Press serve markets in the Mid-Hudsonregion of New York. The Daily Freeman serves an area that has apopulation of 124,728 and had population growth of approximately eightpercent from 1990 to 2005. The Daily Freeman’s marketarea has an average household income of $59,661. The Taconic Pressnewspaper group based in Dutchess County serves an area that has apopulation of 204,034 and had population growth of approximately 19percent from 1990 to 2005. The Taconic Press publications serve marketswith an average household income of $87,026, which is 34 percent abovethe national average. The Putnam County Courier, the largestTaconic Press non-daily publication, serves an area that has apopulation of 96,027 and had population growth of approximately 22percent from 1990 to 2005. The Putnam County Courier’smarket area has an average household income of $99,071, which is 53percent above the national average. Roe Jan Independent Publishing,Inc., which is based in Hillsdale, New York, publishes two non-dailypublications. The Independent serves an area with a population of260,601 and had population growth of four percent from 1990 to2005.

The Company’s management believes that itsMid-Hudson Region properties are the leading sources of localinformation in the markets they serve and provide an attractive vehiclefor area advertisers. Only one independent television station (whichserves a regional, rather than a local, audience) exists in thecommunities that the Mid-Hudson Region publications serve, and localradio is fragmented.

The Mid-Hudson Region newspapers benefitfrom significant cross-selling of advertising, as well as productionand editorial synergies. Certain publications in this cluster alsobenefit from advertising cross-selling with certain newspapers in theCompany’s Connecticut cluster, including The RegisterCitizen (Torrington, CT) and certain of the Housatonic Publications(New Milford, CT), which serve Litchfield County, Connecticut.

InFebruary  2005, the Company launched Las Noticias, aSpanish-language publication distributed in the Daily Freeman’smarket area. This publication was originally launched as atwice-monthly and the distribution frequency was subsequently increasedto weekly in May  2005.

In May  2005, the Companylaunched ArtWorks, a monthly digest supplement that isdistributed throughout the Kingston market area, targeting the localart community.

Online Operations

Journal RegisterCompany operates 212 Web sites, which are affiliated with theCompany’s daily newspapers and non-daily publications and itsrecently acquired network of employment Web sites, as well as portalsites for each of its seven geographic clusters. The Company’sonline objective is to have its Web sites complement its printpublications by providing certain content from these publications, aswell 

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as unique content and interactive featuresand to expand its technology platform into new areas through its recentacquisition of JobsInTheUS. The Company’s Web sites also providean online marketplace for its advertisers.

A number of the Websites can be accessed individually, through the Company’s‘‘cluster’’ portal sites, which combinepublications within a specific geographic area, or through theCompany’s Corporate Web site (www.journalregister.com).The remaining Company newspapers, along with ConnecticutMagazine, have individual Web sites.

The following is a listof the Company’s cluster/portal Web sites:

|                                     |  |                                                   |  |  |  |  |
|-------------------------------------|--|---------------------------------------------------|--|--|--|--|
| Geographiccluster    |  | Cluster/Portal site(numberof individual Websites) |
| GreaterPhiladelphia                 |  | www.allaroundphilly.com(81)                       |
| Michigan                            |  | www.micentral.com(26)                             |
| Connecticut                         |  | www.ctcentral.com(50)                             |
| GreaterCleveland                    |  | www.allaroundcleveland.com (7)                    |
| New England                         |  | www.ricentral.com(17)                             |
| Capital-Saratoga Region of NewYork  |  | www.capitalcentral.com (9)                        |
| Mid-HudsonRegion of New York        |  | www.midhudsoncentral.com(15)                      |
| JobsInTheUS                         |  | www.jobsintheus.com(6)                            |
| Corporate                           |  | www.journalregister.com(1)                        |
|                                     |

The primary source of online revenue isclassified advertising. For the year ended December  25,2005, the Company’s Web sites generated approximately$9.3  million of revenue as compared to approximately $6.2million for the fiscal year ended December  26,  2004, anincrease of 50.5 percent. In addition, for the full year 2005, theCompany’s Web sites generated approximately 216.8  millionpage views, which reflects a 44 percent increase as compared to 2004and a compound annual growth rate of 35 percent since2000.

Advertising

Substantially all of theCompany’s advertising revenues are derived from a diverse groupof local retailers and classified advertisers. The Company’smanagement believes that its advertising revenues tend to be relativelystable because its newspapers rely on a broad base of local retail andclassified advertising, rather than the generally more volatilenational and major account advertising. Local advertising is typicallymore stable than national advertising because a community's needfor local services provides a stable base of local businesses andbecause local advertisers generally have fewer effective advertisingvehicles from which to choose.

Advertising revenues accounted forapproximately 78.2 percent of the Company’s total revenues forfiscal year 2005. The Company’s advertising rate structures varyamong its publications and are a function of various factors, includingadvertising effectiveness, local market conditions and competition, aswell as circulation, readership, demographics and type of advertising(whether display, classified or national). In fiscal year 2005,local and regional display advertising accounted for the largest shareof the Company’s advertising revenues (approximately 54.4percent), followed by classified advertising (approximately 40.8percent) and national advertising (approximately 4.8percent). The Company’s advertising revenues are notreliant upon any one company or industry, but rather are supported by avariety of companies and industries, including financial institutions,realtors, car dealerships, grocery stores, universities, hospitals andmany other local businesses. No single advertiser accounted formore than one percent of the Company's total fiscal year 2005revenues.

The Company’s corporate management works withits local newspaper management during a detailed annual budget processto approve advertising rates and to establish goals for each year. As aresult, local management is given little latitude for discounting fromthe approved rates. Corporate management also works with localadvertising staffs to develop marketing kits and presentationsutilizing the results of third-party research studies and internalmarketing resources. A portion of the compensation for theCompany’s publishers is based upon increasing advertisingrevenues. The Company stresses 

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the timely collection of receivables, andaccordingly, compensation of the Company’s sales personneldepends in part upon performance relative to goals and timelycollection of advertising receivables. Additionally, corporatemanagement facilitates the sharing of advertising resources andinformation across the Company's publications, and theCompany’s publishers aggressively pursue cross-selling ofadvertising within their respective geographic areas. See‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations — Certain FactorsThat May Affect the Company’s Future Performance —Dependence on LocalEconomies.’’

Circulation

TheCompany’s circulation revenues are derived from home deliverysales of publications to subscribers and single-copy sales made throughretailers and vending racks. Circulation accounted for approximately18.5 percent of the Company’s total revenues in fiscal year2005. Approximately 62 percent of fiscal year 2005 circulation revenueswere derived from subscription sales and approximately 38 percent fromsingle-copy sales. Single-copy rates range from $0.35 to $0.50 perdaily copy and $0.75 to $1.75 per Sunday copy. The Company promotessingle-copy sales of its newspapers because it believes that such saleshave even higher readership than subscription sales, and thatsingle-copy readers tend to be more active consumers of goods andservices, as indicated in an Newspaper Association of Americareadership study. Single-copy sales also tend to generate a higherprofit margin than subscription sales, as single-copy sales generallyhave higher per unit prices and lower distribution costs. As ofDecember  25,  2005, the Company had total daily paidcirculation of approximately 628,000, paid Sunday circulation ofapproximately 658,000 and non-daily distribution of approximately6  million, most of which is distributed free of charge.

The Company’s corporate management works with its localnewspaper management to establish subscription and single-copy rates.In addition, the Company tracks rates of newspaper returns and customerservice calls in an effort to optimize the number of newspapersavailable for sale and to improve delivery and customer service. TheCompany also implements creative and interactive programs andpromotions to increase readership through both subscription andsingle-copy sales.

In recent years, circulation has generallydeclined throughout the newspaper industry, and the Company’snewspapers have generally experienced this trend. The Company believesthat recent changes in telemarketing rules and regulations, as well asthe cost of new subscriber solicitation have negatively impacted theability of the Company to solicit new subscribers. Other methods toattract and retain subscribers and readers including theCompany’s on-line strategy, have been, and remain, in use by theCompany. The Company seeks to maximize its overall operatingperformance rather than maximizing circulation of its individualnewspapers.

Other Operations

As of December25,  2005, the Company owned and operated three commercialprinting facilities: Imprint Print in North Haven, Connecticut; NittanyValley Offset in State College, Pennsylvania; and InterPrint inBristol, Pennsylvania. Certain of the Company’s publications areprinted at these facilities, in addition to the products printed fornon-affiliated entities. Commercial printing operations and otherrevenues accounted for approximately 3.3 percent of theCompany’s total revenues in fiscal year 2005.

Employees

As of December  25,  2005, the Companyemployed approximately 6,000 full-time and part-time employees, or5,300 full-time equivalents (‘‘FTEs’’).Approximately 18 percent of the Company’s employees are employedunder collective bargaining agreements. The Company anticipates thatcollective bargaining agreements at 16 newspapers, representingapproximately 38 percent of the employees covered by collectivebargaining agreements, will be renegotiated in 2006.

RawMaterials

The basic raw material for newspapers is newsprint. Infiscal year 2005, the Company consumed approximately 60,000 metric tonsof newsprint, excluding paper consumed in its commercial printing

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operations. The average price per metric tonof newsprint based on East Coast transactions prices in 2005, 2004 and2003 was approximately $610, $550 and $503, respectively, as reportedby the trade publication, Pulp and Paper Weekly. The Companypurchases the majority of its newsprint through its central purchasinggroup, Journal Register Supply. The Company has no long-term contractsto purchase newsprint. Generally, Journal Register Supply purchasesmost of its newsprint from one or two suppliers, although in thefuture, the Company may purchase newsprint from other suppliers.Historically, the percentage of newsprint from each supplier hasvaried. The Company’s management believes that concentrating itsnewsprint purchases in this way provides a more secure newsprint supplyand lower unit prices. The Company’s management also believesthat it purchases newsprint at price levels lower than those that areavailable to individually owned small metropolitan and suburbannewspapers, and are consistent with price levels generally available tothe largest newsprint purchasers. The available sources of newsprinthave been, and the Company believes will continue to be, adequate tosupply the Company's needs. The inability of the Company toobtain an adequate supply of newsprint in the future could have amaterial adverse effect on the financial condition and results ofoperations of the Company.

Historically, the price of newsprinthas been cyclical and subject to price fluctuations. TheCompany’s average price per ton of newsprint for the full fiscalyear increased approximately 8.5 percent in 2005, increasedapproximately nine percent in 2004 and increased approximately eightpercent in 2003, each as compared to the preceding year and on acomparable basis. The Company switched to lightweight newsprint(27.7  pound basis weight) in early 2005 from standard newsprint(30  pound basis weight). The Company believes that if any pricedecrease or increase is sustained in the industry, the Company willalso be impacted by such change. The Company seeks to manage theeffects of increases in prices of newsprint through a combination of,among other things, technology and operating improvements, inventorymanagement and advertising and circulation price increases. In fiscalyear 2005, the Company’s newsprint cost (excluding paperconsumed in the Company’s commercial printing operations) wasapproximately seven percent of the Company’s newspaperrevenues.

Competition

While most of the Company’snewspapers do not have daily newspaper competitors that are publishedin the same city or town, in certain of the Company’s markets,there is such direct competition. Most of the Company’snewspapers compete with other newspapers published in nearby cities andtowns and with free distribution and paid advertising weeklies, as wellas other print and non-print media. Competition for advertising andpaid circulation comes from local, regional and national newspapers,shoppers, television, radio, direct mail, online services and otherforms of communication and advertising media. Competition foradvertising revenue is largely based upon advertiser results,readership, advertising rates, demographics and circulation levels,while competition for circulation and readership is based largely uponthe content of the newspaper, its price and the effectiveness of itsdistribution. The Company’s management believes that itspublications generally have been able to compete effectively with otherpublications and other forms of media advertising. Commercial printing,a highly competitive business, is largely driven by price and quality.See ‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operation — Certain FactorsThat May Affect the Company’s Future Performance —Newspaper IndustryCompetition.’’

Seasonality

Newspapercompanies tend to follow a distinct and recurring seasonal pattern. Thefirst quarter of the year (January-March) tends to be the weakestquarter because advertising volume is then at its lowest level.Correspondingly, the fourth quarter (October-December) tends to be thestrongest quarter, as it includes heavy holiday seasonadvertising.

Environmental Matters

As is the case withother newspaper and similar publishing companies, the Company issubject to a wide range of federal, state and local environmental lawsand regulations pertaining to air and water quality, storage tanks andthe management and disposal of waste at its facilities. To the best ofthe 

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Company's knowledge, its operationsare in material compliance with applicable environmental laws andregulations as currently interpreted. Management believes thatcontinued compliance with these laws and regulations will not have amaterial adverse effect on the Company's financial condition orresults of operations.

Regulation

Paid or requestorcirculation newspapers with ‘‘periodical’’mailing privileges are required to obtain a‘‘periodical’’ permit, and file an annualStatement of Ownership, Mailing and Circulation, with the United StatesPostal Service. Recent changes in telemarketing rules and regulations,as well as the cost of new subscriber solicitation, have negativelyimpacted the ability of the Company to solicit new subscribers. Thereis no significant regulation with respect to acquisition of newspapersother than filings under the Hart-Scott-Rodino Antitrust ImprovementsAct of 1976, as amended.

Corporate Governance

TheCompany’s Board of Directors has elected a lead independentdirector, who will preside over executive sessions of the Board.Currently, seven of the nine members of the Board of Directors,constituting all of the non-management directors, are independent underthe listing standards adopted by the New York Stock Exchange, and alldirectors who serve on the Board’s Audit Committee, CompensationCommittee and Corporate Governance Committee are independent. Pursuantto the Company’s pre-approval policy, the Audit Committeeapproves in advance the services to be provided by the Company’sindependent auditors. The Company has filed the required certificationsunder Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and theCompany's Chairman, and Chief Executive Officer has certified asof November  2,  2005 to the New York Stock Exchange thathe is not aware, as of the date of such certification, of any violationby the Company of the New York Stock Exchange Corporate GovernanceListing Standards.

Available Information

The Companymakes available a wide variety of information free of charge on its Website at www.journalregister.com. The Company’s filingswith the U.S. Securities and Exchange Commission (the‘‘SEC’’) are available on theCompany’s Web site as soon as reasonably practicable after thereports are electronically filed with the SEC. The Company’s Website also contains news releases, financial information, Companyprofiles and certain corporate governance information, including copiesof the Company’s Corporate Governance Guidelines, theCompany’s Code of Business Conduct and Ethics, theCompany’s Code of Ethics for CEO and Other Senior FinancialOfficers, the Company’s Audit Committee Pre-Approval Policy, thecharters of each of the Committees of the Board of Directors, andinformation regarding how interested parties may contact the Board, thelead director or the non-management directors as a group. Mailed copiesof such information can be obtained free of charge by writing to theCompany at Journal Register Company, Investor Relations, State StreetSquare, 50 West State Street, Trenton, NJ 08608-1298, Attention:Corporate Secretary. The contents of the Company’s Web sites arenot incorporated into this filing.

Item 1A. RiskFactors.

In addition to the information contained orincorporated by reference into this Form 10-K, prospective investorsshould carefully consider risk factors before investing in theCompany’s securities. The Company’s financial condition,results of operations or cash flows could be materially adverselyaffected by any or all of these risks or by others that cannotcurrently be identified.

Newspaper IndustryCompetition

The Company’s business is concentrated innewspapers and other publications located primarily in smallmetropolitan and suburban areas in the United States. Revenues in thenewspaper industry primarily consist of advertising and paidcirculation. Competition for advertising and paid circulation

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comes from local, regional and nationalnewspapers, shopping guides, television, radio, direct mail, onlineservices and other forms of communication and advertising media.Competition for advertising revenues is based largely upon advertiserresults, readership, advertising rates, demographics and circulationlevels; while competition for circulation and readership is basedlargely upon the content of the newspaper, its price and theeffectiveness of its distribution. Many of the Company’scompetitors are larger and have greater financial resources than doesthe Company.

Dependence on Local Economies

TheCompany’s advertising revenues and, to a lesser extent,circulation revenues are dependent on a variety of factors specific tothe communities that the Company’s newspapers serve. Thesefactors include, among others, the size and demographic characteristicsof the local population, local economic conditions in general, and therelated retail segments in particular, as well as local weatherconditions. For example, the Company's Michigan and Ohio clustersare impacted by the automotivesector.

Capitalization

As of December25,  2005, the consolidated indebtedness of the Company was$748.2  million, which represents a leverage ratio ofapproximately 5.3 times the Company’s twelve months trailingCash Flows, as calculated pursuant to the Credit Agreement. As ofDecember  25,  2005, the Company had netstockholders’ equity of $222.0  million and totalcapitalization of $970.2  million and, accordingly, thepercentage of the Company’s indebtedness to total capitalizationwas 77.1 percent. The Company may incur additional indebtedness to,among other things, fund operations, capital expenditures, futureacquisitions, share repurchases or dividends. The Company’sresults of operations will be impacted by fluctuations in interestrates. See ‘‘Quantitative and Qualitative DisclosuresAbout Market Risk.’’

The Company’smanagement believes that cash provided by operating activities, futureborrowings and its ability to issue securities will be sufficient tofund its operations, to meet requirements under its term loans and therevolving credit facility, and pursue acquisition strategies. However,a decline in cash provided by operating activities, which could resultfrom factors beyond the Company’s control, such as unfavorableeconomic conditions, an overall decline in advertising revenues orincreased competition, could impair the Company’s ability toservice its debt. The Amended Credit Agreement requires the maintenanceof certain financial ratios and imposes certain operating and financialrestrictions on the Company, which may restrict, among other things,the Company's ability to declare dividends, repurchase Companystock, incur indebtedness, create liens, sell assets, consummatemergers, and make capital expenditures, investments andacquisitions.

Acquisition Strategy

The Company hasgrown in part through, and anticipates that it will continue to grow inpart through, acquisitions of daily and non-daily newspapers, similarpublications and other strategic acquisitions. On December6,  2005, the Company acquired JobsInTheUS, a group of onlinerecruiting Web sites and on August  12,  2004, the Companycompleted its largest acquisition to date, the acquisition of21st Century. Acquisitions, including JobsInTheUS and the21st Century acquisition, may expose the Company to risks,including, without limitation, diversion of management’sattention, assumption of unidentified liabilities and assimilation ofthe operations and personnel of acquired businesses, some or all ofwhich could have a material adverse effect on the financial conditionor results of operations of the Company. Depending on the value andnature of the consideration paid by the Company for acquisitions, suchacquisitions may have a dilutive impact on the Company’searnings per share. In making acquisitions, the Company competes foracquisition targets with other companies, many of which are larger andhave greater financial resources than does the Company. There can be noassurance that the Company will continue to be successful inidentifying acquisition opportunities, assessing the value, strengthsand weaknesses of such opportunities, executing acquisitionssuccessfully, achieving anticipated synergies, evaluating the costs ofnew growth opportunities at existing operations or managing thepublications it owns and improving their operating efficiency.Historically, the Company has financed acquisitions through availablecash, free cash flow, borrowings and sales of non-strategic properties.The Company anticipates 

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that it will finance future acquisitionsthrough these same resources. However, the Company may elect to issueequity securities to finance any acquisition, which would result indilution to existing shareholders. The Amended Credit Agreement limitsacquisitions to certain permitted investments and newspapers in theUnited States, and requires that acquisitions be financed throughcertain permitted sources. In addition, the financial covenantscontained in the Amended Credit Agreement may limit theCompany’s ability to make acquisitions.

Price andAvailability of Newsprint

The basic raw material fornewspapers is newsprint. In fiscal year 2005, the Company consumedapproximately 60,000 metric tons of newsprint, excluding paper consumedin its commercial printing operations. The average price per metric tonof newsprint based on East Coast transactions prices in 2005, 2004 and2003 was $610, $550 and $503, respectively, as reported by the tradepublication, Pulp and Paper Weekly. The Company switched tolightweight newsprint (27.7  pound basis weight) in early 2005from standard newsprint (30  pound basis weight). The Companypurchases the majority of its newsprint through its central purchasinggroup, Journal Register Supply. The Company has no long-term contractsto purchase newsprint. Generally, Journal Register Supply purchasesmost of its newsprint from one or two suppliers, although in the futurethe Company may purchase newsprint from other suppliers. Historically,the percentage of newsprint purchased from each supplier has varied.The Company’s management believes that concentrating itsnewsprint purchases in this way provides a more secure newsprint supplyand lower unit prices. The Company’s management also believesthat it purchases newsprint at price levels lower than those that aregenerally available to individually owned small metropolitan andsuburban newspapers, and consistent with price levels generallyavailable to the largest newsprint purchasers. The available sources ofnewsprint have been, and the Company believes will continue to be,adequate to supply the Company’s needs. The inability of theCompany to obtain an adequate supply of newsprint in the future couldhave a material adverse effect on the financial condition and resultsof operations of the Company. Historically, the price of newsprint hasbeen cyclical and subject to price fluctuations. The Company’saverage price per ton of newsprint for the full fiscal year increasedapproximately 8.5 percent in 2005, increased approximately nine percentin 2004, and increased approximately eight percent in 2003, each ascompared to the preceding year, on a comparable basis. The Companybelieves that if any price decrease or increase is sustained in theindustry, the Company will also be impacted by such change. The Companyseeks to manage the effects of increases in prices of newsprint througha combination of, among other things, technology improvements,including Web-width reductions; inventory management and advertisingand circulation price increases. In fiscal year 2005, theCompany's newsprint cost (excluding paper consumed in theCompany’s commercial printing operations) was approximatelyseven percent of the Company’s newspaper revenues.

Environmental Matters

The Company’s operationsare subject to federal, state and local environmental laws andregulations pertaining to air and water quality, storage tanks and themanagement and disposal of waste at its facilities. To the best of theCompany’s knowledge, its operations are in material compliancewith applicable environmental laws and regulations as currentlyinterpreted. The Company cannot predict with any certainty whetherfuture events, such as changes in existing laws and regulations or thediscovery of conditions not currently known to the Company, may giverise to additional costs that could be material. Furthermore, actionsby federal, state and local governments concerning environmentalmatters could result in laws or regulations that could have a materialadverse effect on the financial condition or results of operations ofthe Company.

Tax Regulations

The Company issubject to changes in federal, state, and local taxes. Actions byfederal, state and local governments concerning tax matters couldresult in laws or regulations that could have a material adverse effecton the financial condition or results of operations of theCompany.

Item 1B. Unresolved StaffComments.

None

18

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Item 2. Properties.

As ofDecember  25,  2005, the Company operated approximately 200facilities in the course of producing and publishing its daily andnon-daily publications. Approximately 150 of these facilities areleased for terms ranging from month-to-month to 12 years. These leasedfacilities range in size from approximately 180 to approximately 60,000square feet. Except as otherwise noted, the facilities identified beloware utilized for office space. The location and approximate size of theprincipal physical properties used by the Company at December25,  2005, as well as the expiration date of the leases relatingto such properties that the Company leases, are set forthbelow:

|                   |  |                  |         |                    |  |                     |        |           |  |          |  |  |  |  |
|-------------------|--|------------------|---------|--------------------|--|---------------------|--------|-----------|--|----------|--|--|--|--|
| Location          |  | OwnedSquare Feet |         | Leased Square Feet |  | LeaseExpirationDate |
| Ardmore,PA        |  |             | 25,250  |               |  |                |   |      |  |     |
| Bristol,CT        |  |             | 40,000  |               |  |                |   |      |  |     |
| Bristol,PA        |  |             | 70,000  | (1)           |  |                |   |      |  |     |
| ClintonTwp.,MI    |  |             | 33,550  | (1)           |  |                |   |      |  |     |
| Exton,PA          |  |             | 86,395  | (1)           |  |                |   |      |  |     |
| FallRiver,MA      |  |             | 53,371  | (1)           |  |                |   |      |  |     |
| FortWashington,PA |  |             | 23,490  |               |  |                | 7,500  |      |  | 9/30/07  |
| Kingston,NY       |  |             | 25,800  | (1)           |  |                |   |      |  |     |
| Lansdale,PA       |  |             | 22,400  |               |  |                |   |      |  |     |
| Lapeer,MI         |  |             | 10,000  | (1)           |  |                |   |      |  |     |
| Lorain,OH         |  |             | 68,770  | (1)           |  |                |   |      |  |     |
| MadisonHeights,MI |  |             |    |               |  |                | 41,247 | (2)  |  | 2/28/07  |
| Medford,NJ        |  |             |    |               |  |                | 4,259  |      |  | 12/31/09 |
| Media,PA          |  |             |    |               |  |                | 4,500  |      |  | 10/31/07 |
| Middletown,CT     |  |             | 30,000  |               |  |                |   |      |  |     |
| Mt. Clemens,MI    |  |             |    |               |  |                | 30,125 |      |  | 8/16/14  |
| Mt.Pleasant,MI    |  |             |    |               |  |                | 60,000 | (1)  |  | 7/31/15  |
| NewBritain,CT     |  |             | 33,977  | (1)           |  |                |   |      |  |     |
| NewHaven,CT       |  |             | 205,000 | (1)           |  |                |   |      |  |     |
| Norristown,PA     |  |             | 40,000  |               |  |                |   |      |  |     |
| New Milford,CT    |  |             |    |               |  |                | 6,840  |      |  | 8/14/08  |
| Oneida,NY         |  |             | 24,000  | (1)           |  |                |   |      |  |     |
| Pawtucket,RI      |  |             | 41,096  |               |  |                |   |      |  |     |
| Pontiac,MI        |  |             | 79,762  | (1)           |  |                |   |      |  |     |
| Pottstown,PA      |  |             | 48,000  |               |  |                |   |      |  |     |
| Primos,PA         |  |             | 85,000  | (1)           |  |                |   |      |  |     |
| Quarryville,PA    |  |             |    |               |  |                | 4,755  |      |  | 4/3/06   |
| Southgate,MI      |  |             |    |               |  |                | 19,735 |      |  | 10/31/09 |
| Taunton,MA        |  |             | 21,100  |               |  |                |   |      |  |     |
| Torrington,CT     |  |             | 41,370  | (1)           |  |                |   |      |  |     |
| Trenton,NJ        |  |             | 51,489  | (1)           |  |                | 23,672 |      |  | 8/5/06   |
| Troy,NY           |  |             | 50,000  | (1)           |  |                |   |      |  |     |
| Trumbull,CT       |  |             |    |               |  |                | 5,628  |      |  | 7/31/10  |
| Westbrook,ME      |  |             |    |               |  |                | 4,680  |      |  | 2/28/08  |
| WestChester,PA    |  |             | 34,000  |               |  |                |   |      |  |     |
| Willoughby,OH     |  |             | 80,400  | (1)           |  |                |   |      |  |     |
| Woonsocket,RI     |  |             | 50,938  | (1)           |  |                |   |      |  |     |
|                   |

|  |
|--|
|  |  |
|  |

|     |                    |
|-----|--------------------|
| (1) | Productionfacility |

|     |           |
|-----|-----------|
| (2) | Warehouse |

Managementbelieves that all of its properties are in good condition, aregenerally well maintained and are adequate for their currentoperations. See ‘‘Management’s Discussion andAnalysis of Financial Condition and Results of Operation —Liquidity and Capital Resources.’’

Item 3. LegalProceedings.

The Company is involved in a number of 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.

19

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Item 4. Submission of Matters to a Voteof SecurityHolders.

None.

EXECUTIVEOFFICERS OF THE REGISTRANT

The following table sets forthcertain information as of February  27,  2006 with respectto each person who is an executive officer of theCompany:

|                   |  |                                                  |  |  |  |  |
|-------------------|--|--------------------------------------------------|--|--|--|--|
| Officer      |  | Position                                         |
| RobertM.  Jelenic |  | Chairman, and ChiefExecutive Officer             |
| Jean B. Clifton   |  | President,Chief Operating Officer and Director   |
| Julie A.Beck      |  | Senior Vice President and Chief FinancialOfficer |
| Thomas E. Rice    |  | Senior VicePresident, Operations                 |
| Allen J.Mailman   |  | Senior Vice President,Technology                 |
|                   |

Robert M.  Jelenic isChairman and Chief Executive Officer of the Company. Mr.Jelenic was President and Chief Executive Officer from the inception ofthe Company to June  2005 and has been Chairman of the Companysince 1997. Mr.  Jelenic has also been a director of the Companyand its predecessors for over ten years. A Chartered Accountant,Mr.  Jelenic began his business career with Arthur Andersen inToronto, Canada. Mr.  Jelenic has 29 years of senior managementexperience in the newspaper industry, including 12 years with theToronto Sun Publishing Corp. Mr.  Jelenic graduated Honors,Bachelor of Commerce from Laurentian University, Sudbury, Ontario.Mr.  Jelenic is a director of the Audit Bureau of Circulations(‘‘ABC’’) and Lamar Advertising Company,where he also serves on its Audit Committee. Mr.  Jelenic is 55years old.

Jean B. Clifton is President and ChiefOperating Officer of the Company, positions she was promoted to inJune  2005. Previous to June, Ms.  Clifton was ExecutiveVice President and Chief Financial Officer positions she had held sincethe Company’s inception. Ms.  Clifton has also been adirector of the Company and its predecessors for over ten years.Ms.  Clifton, a Certified Public Accountant, began her businesscareer at Arthur Young & Co. (a predecessor to Ernst & YoungLLP). Ms.  Clifton has 19 years of senior management experiencein the newspaper industry. Ms.  Clifton received a Bachelor ofBusiness Administration in 1983 from the University of Michigan.Ms.  Clifton is a member of the Board of Directors and alsochairs the Audit Committee of the Newspaper Association of America(‘‘NAA’’). Ms.  Clifton is also amember of the Board of Trustees of the NAA Foundation. Ms.Clifton is 45 years old.

Julie A. Beck is Senior VicePresident and Chief Financial Officer of the Company. Ms.Beck was appointed to the position on January  3,  2006after serving Norwood Promotional Products, Inc., Indianapolis, Indianasince 2003 as Senior Vice President and Chief Financial Officer. FromSeptember  1999 to September  2003 she was Vice Presidentof Finance for the Inland Paperboard and Packaging subsidiary ofTemple-Inland, Inc., also in Indianapolis. From March of 1986 toSeptember of 1999, she was with Rockwell International Corporation in aseries of positions of increasing responsibility, lastly as Director ofFinance, Rockwell Automation, in Milwaukee, Wisconsin. Ms.  Beckis a Certified Public Accountant, and holds a Bachelor in BusinessAdministration degree in Accounting from the University of Wisconsin.She is also a Board and Audit Committee member of Wolverine Tube, Inc.Ms.  Beck is 44 years old.

Thomas E. Rice isSenior Vice President of Operations of the Company, a position hehas held since November  2000. From the inception of the Companyto November  2000, Mr.  Rice was located in St. Louis,Missouri, where he was President and Chief Executive Officer ofSuburban Newspapers of Greater St. Louis and The Telegraph inAlton, Illinois, which the Company sold in 2000. Mr.  Rice beganhis career with Lee Enterprises in 1963 and has held senior managementpositions with Tribune Company, The Times Mirror Company, MediaNewsGroup and the Chicago Sun Times. Mr.  Rice has 42 years ofexperience in the newspaper industry. Mr.  Rice is a member ofthe Newsprint Committee of the Newspaper Association of America.Mr.  Rice attended the University of Nebraska and RooseveltUniversity in Chicago. Mr.  Rice is 61 years old.

AllenJ. Mailman is Senior Vice President of Technology of theCompany, a position he has held since February  1999. FromMarch  1994 to February  1999, he was Vice President ofTechnology of the Company. From the Company’s inception in 1990to March  1994, Mr.  Mailman was Corporate Director ofInformation Services of the Company. Mr.  Mailman has 30 years ofmanagement experience in the newspaper industry, including 14 yearswith Advance Publications, Inc. Mr.  Mailman received a Bachelorof Arts degree in Economics and Mathematics from the University ofOklahoma. Mr.  Mailman is 58 yearsold.

20

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PART II

Item5.    Market for Registrant’s Common Equity RelatedStockholder Matters, and Issuer Purchases of EquitySecurities.

The Company’s common stock, par value $0.01per share (the ‘‘Common Stock’’), commencedtrading on the New York Stock Exchange on May  8,  1997under the symbol ‘‘JRC.’’ The followingtable reflects the high and low sale prices for the Common Stock, basedon the daily composite listing of stock transactions for the New YorkStock Exchange, for the periods indicated:

|        |  |         |  |     |       |        |  |   |       |        |  |  |  |  |
|--------|--|---------|--|-----|-------|--------|--|---|-------|--------|--|--|--|--|
| Year   |  | Quarter |  | Low |       | High   |
| 2005   |  | First   |  | $   | 16.61 |   |  | $ | 19.67 |   |
|   |  | Second  |  | $   | 15.44 |   |  | $ | 17.94 |   |
|   |  | Third   |  | $   | 16.17 |   |  | $ | 19.45 |   |
|   |  | Fourth  |  | $   | 15.01 |   |  | $ | 16.88 |   |
| 2004   |  | First   |  | $   | 19.60 |   |  | $ | 21.31 |   |
|   |  | Second  |  | $   | 19.08 |   |  | $ | 22.10 |   |
|   |  | Third   |  | $   | 18.50 |   |  | $ | 20.66 |   |
|   |  | Fourth  |  | $   | 17.65 |   |  | $ | 19.62 |   |
|        |

OnFebruary  27,  2006, there were approximately 92stockholders of record of the Company’s Common Stock. TheCompany believes that, as of that date, there are approximately 7,900beneficial owners of its shares of Common Stock.

On July27,  2005, the Company initiated a cash dividend policy, asapproved by its Board of Directors. Cash dividends of $0.02 per commonshare were declared for the third and fourth quarter of 2005. Nodividends were paid on the Company’s Common Stock in any priorperiods. The Company’s Credit Agreement (as hereinafter defined)places certain limitations on the Company’s ability to paydividends or make any other distributions on the Common Stock. See Note4 of ‘‘Notes to Consolidated FinancialStatements.’’ Any future payment of dividends will besubject to such prohibitions and limitations, will be at the discretionof the Company’s Board of Directors, and will depend on theCompany’s results of operations, financial condition, capitalrequirements and other factors deemed relevant by the Board ofDirectors.

Information regarding the Company's EquityCompensation Plans, including both stockholder approved plans andnon-stockholder approved plans, is set forth in the caption"Securities Authorized for Issuance Under EquityCompensation Plans" in the 2006 Proxy Statement and isincorporated herein by reference.

On April  19,2005, the Company announced that, pursuant to Board authorization, itwas recommencing its share repurchase program and that repurchases ofthe Company’s common stock, in an aggregate amount of up to$30  million, may be made from time to time in open market orprivate transactions as market conditions dictate.

SubsequentEvent — Continued Share Repurchase Program. OnFebruary  16,  2006, the Company announced that pursuant toBoard Authorization, it was continuing its share repurchase program.Repurchases of the Company’s Common Stock, in the aggregateamount of up to $25  million, may be made from time to time inopen markets or private transactions as market conditions dictate,pursuant to such authorization.

21

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Purchases of EquitySecurities

|                                         |  |                                     |         |                                 |  |                                                                                    |       |                                                                                            |  |        |         |        |  |   |           |        |  |  |
|-----------------------------------------|--|-------------------------------------|---------|---------------------------------|--|------------------------------------------------------------------------------------|-------|--------------------------------------------------------------------------------------------|--|--------|---------|--------|--|---|-----------|--------|--|--|
| Period                                  |  | (a)Total Number of Shares Purchased |         | (b)Average Price Paid per Share |  | (c) Total Number ofShares Purchased as Part of Publicly Announced Plans orPrograms |       | (d) Approximate Dollar Value of Shares thatMay Yet Be Purchased Under the Plans orPrograms |
| September  26,  2005 toOctober  30,2005 |  |                                | 617,100 |                            |  | $                                                                                  | 16.06 |                                                                                       |  |   | 617,100 |   |  | $ | 7,677,286 |   |
| October31,  2005 to November  28,2005   |  |                                | 284,600 |                            |  | $                                                                                  | 16.03 |                                                                                       |  |   | 284,600 |   |  | $ | 3,115,539 |   |
| November29,  2005 to December  25,2005  |  |                                | 48,800  |                            |  | $                                                                                  | 15.46 |                                                                                       |  |   | 48,800  |   |  | $ | 2,361,203 |   |
| TotalFourth Quarter2005                 |  |                                | 950,500 |                            |  | $                                                                                  | 16.02 |                                                                                       |  |   | 950,500 |   |  | $ | 2,361,203 |   |
|                                         |

Allof the shares included in column (c) above were repurchased pursuant toa program initially announced on January  13,  1999,whereby the Company’s Board of Directors authorized the use ofup to $100  million per year for the repurchase of theCompany’s Common Stock. There is no expiration date for therepurchase program. Since January  13,  1999, and as ofFebruary  27,  2006, the Company has repurchased anaggregate of 9,469,800 shares at an average price of $14.92 pershare.

Journal Register Company conducts its operations throughdirect and indirect subsidiaries. The Company’s available cashwill depend upon the cash flow of its subsidiaries and the ability ofsuch subsidiaries to make funds available to the Company in the form ofloans, dividends or otherwise. The subsidiaries are separate anddistinct legal entities and have no legal obligation, contingent orotherwise, except as required by the Credit Agreement, to make fundsavailable to the Company, whether in the form of loans, dividends orotherwise. The Credit Agreement is secured by substantially all of theassets of the Company and the Common Stock and assets of theCompany’s subsidiaries. In addition, the Company’ssubsidiaries may, subject to limitations contained in the CreditAgreement, become parties to financing arrangements that may containlimitations on the ability of such subsidiaries to pay dividends or tomake loans or advances to the Company. In the event of any insolvency,bankruptcy or similar proceeding of a subsidiary, creditors of suchsubsidiary would generally be entitled to priority over the Companywith respect to assets of the affectedsubsidiary.

22

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Item 6.    Selected FinancialData.

The following selected financial data (except number ofpublications) has been derived from the audited consolidated financialstatements of the Company and should be read in conjunction with‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operation’’ and theConsolidated Financial Statements and notes thereto included elsewherein thisreport:

|                                                         |  |              |           |               |  |               |           |              |  |              |         |         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------------|--|--------------|-----------|---------------|--|---------------|-----------|--------------|--|--------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
| (Inthousands, except per share data)Fiscal yearended(1) |  | Dec. 25,2005 |           | Dec. 26, 2004 |  | Dec. 28, 2003 |           | Dec.29, 2002 |  | Dec. 30,2001 |
| **Statement of IncomeData:**                            |  |         |      |          |  |          |      |         |  |         |    |    |  |   |    |    |  |   |    |    |
| Revenues:                                               |  |         |      |          |  |          |      |         |  |         |    |    |  |   |    |    |  |   |    |    |
| Advertising                                             |  | $            | 435,085   |          |  | $             | 361,591   |         |  | $            | 298,986 |    |  | $      | 297,056 |    |  | $      | 287,859 |    |
| Circulation(2)                                          |  |         | 102,910   |          |  |          | 90,135    |         |  |         | 83,108  |    |  |   | 84,639  |    |  |   | 82,102  |    |
| Newspaperrevenues                                       |  |         | 537,995   |          |  |          | 451,726   |         |  |         | 382,094 |    |  |   | 381,695 |    |  |   | 369,961 |    |
| Commercialprinting andother                             |  |         | 18,634    |          |  |          | 17,366    |         |  |         | 16,966  |    |  |   | 19,575  |    |  |   | 18,809  |    |
| **TotalRevenue**                                        |  |         | 556,629   |          |  |          | 469,092   |         |  |         | 399,060 |    |  |   | 401,270 |    |  |   | 388,770 |    |
| Operatingexpenses:                                      |  |         |      |          |  |          |      |         |  |         |    |    |  |   |    |    |  |   |    |    |
| Salariesand employeebenefits                            |  |         | 219,372   |          |  |          | 181,830   |         |  |         | 155,355 |    |  |   | 150,614 |    |  |   | 140,522 |    |
| Newsprint,ink and printingcharges(2)                    |  |         | 49,536    |          |  |          | 39,696    |         |  |         | 31,181  |    |  |   | 32,023  |    |  |   | 37,741  |    |
| Selling,general andadministrative(2)                    |  |         | 79,604    |          |  |          | 66,201    |         |  |         | 51,932  |    |  |   | 52,976  |    |  |   | 47,810  |    |
| Depreciationandamortization(2)                          |  |         | 19,196    |          |  |          | 16,255    |         |  |         | 14,893  |    |  |   | 14,367  |    |  |   | 25,763  |    |
| Other                                                   |  |         | 71,916    |          |  |          | 58,932    |         |  |         | 51,408  |    |  |   | 50,382  |    |  |   | 47,839  |    |
| **TotalOperatingExpenses**                              |  |         | 439,624   |          |  |          | 362,914   |         |  |         | 304,769 |    |  |   | 300,362 |    |  |   | 299,675 |    |
| **Operatingincome**                                     |  |         | 117,005   |          |  |          | 106,178   |         |  |         | 94,291  |    |  |   | 100,908 |    |  |   | 89,095  |    |
| Netinterest expense andother(2)                         |  |         | (40,013   | )        |  |          | (20,260   | )       |  |         | (16,181 | )  |  |   | (24,237 | )  |  |   | (31,044 | )  |
| Gainson sales of newspaperproperties                    |  |         | —   |          |  |          | —   |         |  |         | — |    |  |   | — |    |  |   | 32,212  |    |
| Write-offof debt issuancecosts                          |  |         | —   |          |  |          | (1,211    | )       |  |         | — |    |  |   | — |    |  |   | — |    |
| Incomebefore income taxes and equityinterest            |  |         | 76,992    |          |  |          | 84,707    |         |  |         | 78,110  |    |  |   | 76,671  |    |  |   | 90,263  |    |
| Provision(benefit) for incometaxes                      |  |         | 30,124    |          |  |          | (31,806   | )       |  |         | 6,120   |    |  |   | 27,444  |    |  |   | 10,818  |    |
| Incomebefore equityinterest                             |  |         | 46,868    |          |  |          | 116,513   |         |  |         | 71,990  |    |  |   | 49,227  |    |  |   | 79,445  |    |
| Equityinterest                                          |  |         | —   |          |  |          | —   |         |  |         | — |    |  |   | — |    |  |   | (1,313  | )  |
| **Netincome**                                           |  | $            | 46,868    |          |  | $             | 116,513   |         |  | $            | 71,990  |    |  | $      | 49,227  |    |  | $      | 78,132  |    |
| Netincome per commonshare:                              |  |         |      |          |  |          |      |         |  |         |    |    |  |   |    |    |  |   |    |    |
| Basic                                                   |  | $            | 1.13      |          |  | $             | 2.78      |         |  | $            | 1.75    |    |  | $      | 1.18    |    |  | $      | 1.85    |    |
| Diluted                                                 |  | $            | 1.12      |          |  | $             | 2.74      |         |  | $            | 1.72    |    |  | $      | 1.16    |    |  | $      | 1.83    |    |
| **OtherData:**                                          |  |         |      |          |  |          |      |         |  |         |    |    |  |   |    |    |  |   |    |    |
| EBITDA(3)                                               |  | $            | 136,201   |          |  | $             | 122,433   |         |  | $            | 109,184 |    |  | $      | 115,275 |    |  | $      | 114,858 |    |
| EBITDAMargin(3)                                         |  |         | 24.5      | %        |  |          | 26.1      | %       |  |         | 27.4    | %  |  |   | 28.7    | %  |  |   | 29.5    | %  |
| Freecash flow, asadjusted(3)(4)                         |  | $            | 69,359    |          |  | $             | 71,388    |         |  | $            | 58,916  |    |  | $      | 61,631  |    |  | $      | 57,136  |    |
| Freecash flow, as adjusted, per dilutedshare(3)(4)      |  | $            | 1.66      |          |  | $             | 1.68      |         |  | $            | 1.41    |    |  | $      | 1.46    |    |  | $      | 1.34    |    |
| Capitalexpenditures(4)                                  |  | $            | 16,333    |          |  | $             | 14,893    |         |  | $            | 15,129  |    |  | $      | 13,010  |    |  | $      | 34,929  |    |
| Numberof publications, end ofperiod:                    |  |         |      |          |  |          |      |         |  |         |    |    |  |   |    |    |  |   |    |    |
| Daily                                                   |  |         | 27        |          |  |          | 27        |         |  |         | 23      |    |  |   | 23      |    |  |   | 23      |    |
| Non-Daily                                               |  |         | 349       |          |  |          | 338       |         |  |         | 236     |    |  |   | 233     |    |  |   | 206     |    |
| **BalanceSheet Data:**                                  |  |         |      |          |  |          |      |         |  |         |    |    |  |   |    |    |  |   |    |    |
| Total currentassets(2)                                  |  | $            | 90,312    |          |  | $             | 95,986    |         |  | $            | 61,913  |    |  | $      | 67,522  |    |  | $      | 66,573  |    |
| Property,plant and equipment,net                        |  | $            | 155,887   |          |  | $             | 158,005   |         |  | $            | 126,013 |    |  | $      | 125,680 |    |  | $      | 124,440 |    |
| Totalassets(2)                                          |  | $            | 1,187,889 |          |  | $             | 1,185,470 |         |  | $            | 696,886 |    |  | $      | 703,842 |    |  | $      | 711,171 |    |
| Totalcurrent liabilities, lesscurrent                   |  |         |      |          |  |          |      |         |  |         |    |    |  |   |    |    |  |   |    |    |
| maturitiesof long-termdebt(2)                           |  | $            | 73,025    |          |  | $             | 78,836    |         |  | $            | 49,458  |    |  | $      | 54,208  |    |  | $      | 62,877  |    |
| Totalsenior debt, including currentmaturities           |  | $            | 748,200   |          |  | $             | 778,300   |         |  | $            | 418,345 |    |  | $      | 483,369 |    |  | $      | 522,771 |    |
| Stockholders'equity(deficit)                            |  | $            | 222,042   |          |  | $             | 200,320   |         |  | $            | 72,344  |    |  | $      | (3,879  | )  |  | $      | (36,198 | )  |
|                                                         |

23

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|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                       |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | TheCompany has a 52/53 week fiscal year generally ending on the Sundayclosest to the end of the calendar year. All presented fiscal yearsconsist of a 52 week period. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Certaincirculation revenue and expense items have been reclassified to conformto the Company’s current financial presentation. The effect ofthese reclassifications is to reduce revenues with an equal decrease inoperating expenses. In addition, the Company has reclassifiedamortization of deferred financing fees from amortization expense tointerest expense. The Company also reclassified certain cash balancesbetween current assets and current liabilities in equal amounts. Thesereclassifications have no impact on working capital, EBITDA or netincome. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | EBITDA is defined by theCompany as net income plus provision for income taxes, net interestexpense, depreciation, amortization and other non-cash, special ornon-recurring charges. Free cash flow is defined as EBITDA minuscapital expenditures, interest and cash income taxes. EBITDA Margin isdefined as EBITDA divided by total revenues, and is widely used withinthe Company’s industry to illustrate the percentage of revenuethat is converted into EBITDA. These non-GAAP financial measures shouldnot be considered as alternatives to measures of performance calculatedin accordance with generally accepted accounting principles in theUnited States (‘‘GAAP’’), such as operatingincome or net income. |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | The Companybelieves that the use of certain non-GAAP financial measures enablesthe Company and its analysts, investors and other interested parties toevaluate and compare the Company's results from operations andcash resources generated from its business in a more meaningful andconsistent manner. Accordingly, this information has been disclosed inthis report to permit a more complete comparative analysis of theCompany’s operating performance and capitalization relative toother companies in the industry and to provide an analysis of operatingresults using certain key measurements used by Journal RegisterCompany’s chief operating decision makers to measure theoperating results and performance of the Company and its fieldoperations. The Company believes the use of EBITDA is appropriate giventhe generally predictable cash flow generated by the Company’soperations and the short period of time it takes to convert new ordersto cash. EBITDA is also the basis of certain covenants contained in theCompany’s Credit Agreement. See‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operation.’’ Inaddition, 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 investments, and thereforeavailable for further investment in the business, includingacquisitions, or for other uses such as repayment of indebtedness orrepurchases of outstanding equitysecurities. |

|  |                                                                                                                                                                                                                                                                                                                                                                      |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | However, not all companiescalculate EBITDA (and EBITDA margin) and free cash flow using the samemethods; therefore, the EBITDA and free cash flow figures set forthabove may not be comparable to EBITDA and free cash flow reported byother companies. Free cash flow per share is calculated using theweighted-average shares outstanding on a fully dilutedbasis. |

|  |                                                                                                                                                                                                                                                                                                                      |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | See‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operation — Reconciliation ofCertain Non-GAAP Financial Measures’’ for areconciliation of non-GAAP financial measures used in this report tothe most directly comparable GAAP financial measures. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Capital expenditures and capitalized interestrelated to the Company’s Philadelphia printing facility (JournalRegister Offset) were $22.8  million and $1.3  million infiscal year 2001, respectively. These expenditures have been excludedfrom the calculation of free cash flow due to the large andnon-recurring nature of the Journal Register Offset project. JournalRegister Offset began operating in December  2001. |

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**Item 7.    Management’sDiscussion and Analysis of Financial Condition and Results ofOperation.**

The following discussion and analysis shouldbe read in conjunction with the historical consolidated financialstatements and notes thereto and the other financial informationappearing elsewhere in this Report.

General

TheCompany’s principal business is publishing newspapers in printand online in the United States, and its publications are primarilydaily and non-daily newspapers. The Company’s revenues arederived primarily from advertising, paid circulation and commercialprinting.

As of December  25,  2005, the Companyowned and operated 27 daily newspapers and 349 non-daily publicationsstrategically clustered in seven geographic areas: GreaterPhiladelphia; Michigan; Connecticut; the Greater Cleveland area ofOhio; Central New England; and the Capital-Saratoga and Mid-Hudsonregions of New York. The Company owns JobsInTheUS, a network of sixpremier employment Web sites in New England. The Company has total paiddaily circulation of approximately 628,000, total paid Sundaycirculation of approximately 658,000 and total non-daily distributionof approximately 6  million. The Company has an investment inPowerOne Media, LLC, a leading provider of online solutions fornewspapers, hosting the largest online newspaper network in theU.S.

The principal elements of the Company’s strategy areto: (i) expand advertising revenues and readership, in print andonline; (ii) grow by acquisition; (iii) capture synergies fromgeographic clustering; and (iv) implement consistent operating policiesand standards.

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

The Company is a leader in the newspaper industry inexecuting a clustering strategy. The Company believes that itsclustering strategy creates significant synergies and cost savingswithin each cluster, including cross-selling of advertising,centralized news gathering and consolidation of printing, productionand back office activities. The Company also believes that itsclustering strategy enables it to improve print quality anddistribution, introduce new products and services in a cost-effectivemanner and increase readership. In addition, clustering enables theCompany’s advertisers to expand their reach and target theirmessage both geographically and demographically.

TheCompany’s revenues are derived from advertising (78.2 percent offiscal year 2005 revenues), paid circulation (18.5 percent of fiscalyear 2005 revenues), including single copy sales and subscriptionsales, and commercial printing and other activities (3.3 percent offiscal year 2005 revenues). The Company’s advertiser base ispredominantly local. The Company’s newspapers and Web sites seekto produce desirable results for local advertisers by targeting readersbased on certain geographic and demographic characteristics. TheCompany seeks to increase readership, and thereby generate traffic forits advertisers, by focusing on high product quality, compelling andprimarily proprietary local content and creative and interactivepromotions. The Company also publishes numerous special sections, aswell as niche and special interest publications. Such publications tendto increase readership within targeted demographic groups andgeographic areas. The Company’s management believes that as aresult of these strategies, its newspapers represent an attractive andcost-effective medium for its readers and advertisers.

TheCompany promotes single-copy sales of its newspapers because itbelieves that such sales have even higher readership than subscriptionsales, and that single-copy readers tend to be more active consumers ofgoods and services, as indicated by a Newspaper Association of America(‘‘NAA’’) study. Single-copy sales alsotend to generate higher profit margins than subscription sales, assingle-copy sales generally have higher per unit prices and lowerdistribution costs. Subscription sales, which provide readers with theconvenience of home delivery, are an important component of theCompany’s circulation base.

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The Company’s advertising revenuesare derived primarily from a broad group of local advertisers. Nosingle advertiser accounted for more than one percent of theCompany's total fiscal year 2005 revenues. The Company’smanagement believes that its advertising revenues tend to be relativelystable because its newspapers rely on a broad base of local retail andlocal classified advertising, rather than the generally more volatilenational and major account advertising. However, the Company’sadvertising revenues are susceptible to economic swings, particularlythose that affect the local economies in the markets in which theCompany operates, and can be difficult to predict.

In addition,the Company is committed to expanding its business through its Internetinitiatives. Online revenues of $9.3  million are included inadvertising revenues for the fiscal year ended December25,  2005 and constituted approximately 2.1 percent of totaladvertising revenues during the year. The Company’s onlineobjective is to make its Web sites, all of which are accessible throughwww.journalregister.com, the local information portal fortheir respective markets by establishing such Web sites as theindispensable source of useful and reliable community news, sports,information and advertising in their markets. The Company currentlyoperates 212 Web sites, which are affiliated with the Company’sdaily newspapers and non-daily publications.

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

Acquisitions

On December6,  2005, the Company completed the acquisition of the assets ofJobsInTheUS, based in Westbrook, Maine. This acquisition included theonline recruiting Web sites of JobsInTheUS.com, JobsInME.com,JobsInNH.com, JobsInVT.com, JobsInRI.com, JobsInMA.com and other domainnames. Founded in 1999, JobsInTheUS is one of the fastest-growing localjob Internet sites — both in terms of unique visits to the Websites and jobs posted. The acquired company specializes instate-specific job Internet sites where qualified candidates who wantto work in a particular region find a match with local employers.JobsInTheUS is expected to become the cornerstone of theCompany’s expanded online recruitment product and when pairedwith the Company’s local newspapers and web sites, an importantstep for the future of the Company.

On August  12,2004, the Company completed the acquisition of 21st CenturyNewspapers, Inc., a privately held operator of one of the largestnewspaper clusters in the United States. Located in Michigan,21st Century owns four daily newspapers with combinedaverage daily net paid circulation of approximately 130,600 andcombined average Sunday net paid circulation of approximately 174,900,and 85 non-daily publications with approximately 1.5  millionnon-daily distribution. The 21st Century newspapers formedthe Company’s Michigan cluster, which is the Company'ssecond largest cluster based on annualized revenues, after theCompany's Greater Philadelphia cluster. The Oakland Pressand The Macomb Daily, two of the Company’s dailynewspapers in its Michigan cluster, 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 and one acquisition during 2003. On January  28,2004, the Company completed the acquisition of O Jornal, aweekly Portuguese-language newspaper based in Fall River,Massachusetts, with circulation of approximately 14,300 serving morethan 30 communities in Massachusetts and Rhode Island. On May4,  2004, the Company completed the acquisition of the assets ofMohawk Valley Media, a group of non-daily publications based in Rome,New York serving Rome and neighboring communities. On October4,  2004, the Company acquired the assets of Berks-MontNewspapers, Inc., a privately held non-daily newspaper group, based inBoyertown, Pennsylvania, that includes ten non-daily publications withcombined circulation of approximately 133,500. On November17,  2003, the Company completed the acquisition of the assets ofThe North Attleborough Free Press, based in North Attleborough,Massachusetts. This acquisition included a weekly newspaper servingNorth Attleborough, Attleboro Falls and certain neighboringcommunities, including Plainville, South Attleboro and Attleboro.

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From September  1993 throughDecember  2005, the Company completed 31 strategic acquisitions(including those described above), acquiring 18 daily newspapers, 294non-daily publications, four commercial printing companies and acommunity of online recruiting Web sites. Three of the four commercialprinting facilities owned by the Company print a number of theCompany’s non-daily publications and the fourth is a premiumquality sheet-fed printing company.

ExecutiveSummary

Net income for the fiscal year ended December25,  2005 (‘‘fiscal year 2005’’) was$46.9  million, or $1.12 per diluted share, as compared to$116.5  million, or $2.74 per diluted share, for the fiscal yearended December  26,  2004 (‘‘fiscal year2004’’) and $72.0  million, or $1.72 per dilutedshare, for the fiscal year ended December  28,  2003(‘‘fiscal year 2003’’). Net income, year toyear, was impacted by certain significant items. They are asfollows:

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | The acquisition of21st Century Newspapers, Inc.(‘‘21st Century’’) inAugust  2004 added revenue and operating income to theCompany’s reported results for fiscal year 2005 compared tofiscal year 2004 due to the period of ownership. The Company includesthe results of operations related to acquisitions in its statements ofincome from the date purchased. Therefore, fiscal year 2005 includestwelve months of operations for 21st Century compared toapproximately four months in fiscal year2004; |

|  |              |                                                                                                                                                                                                                                             |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Interest expense increased due tothe increase in weighted average debt outstanding, resulting primarilyfrom the Company’s acquisition of 21st Century, andhigher interest rates for fiscal year 2005, as compared to fiscal year2004; |

|  |              |                                                                                                                                                                                         |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | The reversal of certain taxaccruals in fiscal year 2004 and fiscal year 2003, which increased netincome by $64.9  million in fiscal year 2004 and $22.8million in fiscal year 2003 and; |

|  |              |                                                                                                                                                                                                                                                                                                                       |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Specialcharges of approximately $0.7  million (net of tax effect)recorded in fiscal year 2004 related to the extinguishment of theCompany’s refinanced credit facility and a charge of $0.6million (net of tax effect) recorded in fiscal year 2003 related to apotential acquisition that was not consummated. |

The borrowing offunds for these acquisitions has also impacted the Company’sfinancial results and capitalization. The Company’s total debtincreased from $418.3  million at December  28,  2003to $778.3  million at December  26,  2004 beforedecreasing to $748.2  million at December  25,  2005.Interest rates for the Company’s borrowings in 2005 weresubstantially higher than those in fiscal year 2004. TheCompany’s weighted average interest rate increased toapproximately 5.0 percent for fiscal year 2005 from approximately 3.5percent in fiscal year 2004 and approximately 3.2 percent in fiscalyear 2003. The increase in interest rates, along with an increase inweighted average debt outstanding for fiscal year 2005, increasedinterest expense by approximately $18.8  million as compared tofiscal year 2004.

Excluding the aforementioned reversals ofcertain tax accruals and special charges in fiscal years 2004 and 2003,net income for fiscal year 2005 of $46.9  million, or $1.12 perdiluted share, would compare to net income for fiscal year 2004 of$52.3  million, or $1.23 per diluted share, reflecting a decreaseof 10.3 percent in net income. Comparable net income for fiscal year2003 was $49.8  million or $1.19 per diluted share, reflecting anincrease of 4.8 percent from comparable fiscal year 2004 netincome.

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Results of Operations

TheCompany has reclassified certain circulation revenue and expense itemsof equal amounts for 2005, 2004 and 2003 reflecting a change in thepresentation of reporting the Company’s carrier compensation andcertain discount and promotional items. The impact is a decrease inrevenue offset by a like amount in decreased operating expense. Thisreclassification has no impact on net income, net income per share orEBITDA (See Reconciliation of Certain Non-GAAP Financial Measures). Infiscal years 2005, 2004 and 2003, the impact on circulation revenuesand expenses was $4.1  million, $6.6  million and$6.9  million, respectively.

Fiscal Year EndedDecember  25,  2005 Compared to Fiscal Year EndedDecember  26,  2004

For comparison purposes, theCompany's revenues are presented, where noted, on a pro formabasis, which assumes that all properties currently owned were owned inboth fiscal year 2005 and 2004 and the Company’s operatingexpenses are presented, where noted, on a same-store basis, whichexcludes the results of the Company's acquisitions from fiscalyear 2005 and 2004.

Summary. Net income forfiscal year 2005 was $46.9  million, or $1.12 per diluted share,as compared to $116.5  million, or $2.74 per diluted share, forfiscal year 2004. Excluding the reversal of certain tax accruals infiscal year 2004 and in fiscal year 2003, which increased net income by$64.9  million in fiscal year 2004 and $22.8  million infiscal year 2003, as well as a special charge of approximately$0.7  million (net of tax effect) recorded in fiscal year 2004related to the extinguishment of the Company’s refinanced creditfacility and a charge of $0.6  million (net of tax effect)recorded in fiscal year 2003 related to a potential acquisition thatwas not consummated, earnings for fiscal year 2004 were $52.3million, or $1.23 per diluted share, as compared to $46.9million, or $1.12 per diluted share, for fiscal year 2005, a decreasein net income of 10.4 percent. This decrease was primarily due toincreased interest expense.

Revenues. TheCompany’s reported revenues were $556.6  million forfiscal year 2005 as compared to $469.1  million for fiscal year2004, an increase of 18.7 percent. Newspaper revenues for fiscal year2005 as compared to the prior year period increased approximately$86.3  million, or 19.1 percent, primarily as a result of theCompany’s 21st Century acquisition in August of 2004.Pro forma advertising revenues declined $4.7  million, or 1.1percent, and circulation revenues decreased $2.4  million, or 2.3percent on a pro forma basis. Online revenues for fiscal year 2005,which are included in advertising revenues, were approximately$9.3  million, an increase of approximately 50.5 percent ascompared to the prior year. Commercial printing and other revenues forfiscal year 2005 increased $1.2  million, or 7.3 percent, to$18.6  million as compared to the prior year period, andrepresented approximately 3.3 percent of the Company’s revenuesfor fiscal year 2005.

The following table sets forth theCompany’s total advertising revenues, by category, for fiscalyears 2005 and2004:

|                          |  |                   |         |                 |  |              |         |        |  |       |  |  |  |  |
|--------------------------|--|-------------------|---------|-----------------|--|--------------|---------|--------|--|-------|--|--|--|--|
|                     |  | FiscalYear Ended  |
| (Inthousands)            |  | **Dec.  25,2005** |         | **Dec.26,2004** |  | **Increase** |
| Local                    |  | $                 | 236,728 |            |  | $            | 199,092 |   |  | 18.9% |
| Classified               |  |              | 177,347 |            |  |         | 143,441 |   |  | 23.6% |
| National                 |  |              | 21,010  |            |  |         | 19,058  |   |  | 10.2% |
| Totaladvertisingrevenues |  | $                 | 435,085 |            |  | $            | 361,591 |   |  | 20.3% |
|                          |

ProForma Newspaper Revenues. On a pro forma basis, totalnewspaper revenues for fiscal year 2005 decreased 1.3 percent to$538.0  million from $545.1  million in fiscal year 2004.Pro forma advertising revenues for fiscal year 2005 were $435.1million, a 1.1 percent decline as compared to pro forma advertisingrevenues of $439.8  million in fiscal year 2004, primarily as aresult of decreases in retail and national advertising revenues, offsetpartially by an increase in classified advertising revenues. Retailadvertising revenues declined 1.9 percent and national advertisingrevenues declined 4.8 percent, while classified advertising revenueswere up 0.5 percent, in each case, as compared to fiscal year 2004. Theincrease in classified advertising revenues during fiscal year 2005resulted primarily from a 4.7 percent increase in classified realestate advertising revenues and an 8.0 percent increase in classifiedemployment 

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advertising revenues, partially offset by a12.3 percent decrease in classified automotive advertising revenues.Pro forma circulation revenues decreased 2.3 percent in fiscal year2005 to $102.9  million from $105.3  million in fiscal year2004. A soft economy and increased competition for advertising dollarswas largely responsible for the year-to-year declines, comparing fiscalyear 2005 to the prior year.

Salaries and employeebenefits. Salaries and employee benefit expenses were 39.4percent of the Company’s total revenues for fiscal year 2005,compared to 38.8 percent for fiscal year 2004. Salaries and employeebenefits increased $37.5  million, or 20.6 percent, in fiscalyear 2005 to $219.4  million, primarily as a result of theCompany’s acquisitions. Same-store salaries and employeebenefits decreased $0.9  million, or 0.6 percent, primarily dueto a decrease in incentives partially offset by an increase in employeebenefit expense.

Newsprint, ink and printingcharges. For fiscal year 2005, newsprint, ink and printingcharges were 8.9 percent of the Company’s revenues, as comparedto 8.5 percent for fiscal year 2004. Newsprint, ink and printingcharges increased $9.8  million, or 24.8 percent, for fiscal year2005 to $49.5  million as compared to the prior year, dueprincipally to increased consumption related to the Company’sacquisitions and an increase in the unit cost of newsprint ofapproximately 8.5 percent. On a same-store basis, newsprint, ink andprinting charges increased approximately $0.3  million, or 0.8percent, primarily due to an increase in newsprint prices, partiallyoffset by a decrease in newsprint consumption of approximately fivepercent.

Selling, general andadministrative. Selling, general and administrative expenseswere 14.3 percent and 14.1 percent of the Company’s revenues forfiscal years 2005 and 2004, respectively. Selling, general andadministrative expenses increased $13.4  million, or 20.2percent, for fiscal year 2005 to $79.6  million as compared tothe prior year, primarily due to the Company’s acquisitions. Ona same-store basis, selling, general and administrative expenses forfiscal year 2005 increased $0.3  million, or 0.5 percent.

Depreciation and amortization. Depreciation andamortization expenses increased $2.9  million, or 18.1 percent,from $16.3  million to $19.2  million for fiscal year 2005as compared to fiscal year 2004. Depreciation and amortization expenseswere 3.4 and 3.5 percent of the Company’s revenues for fiscalyears 2005 and 2004, respectively. The increase was primarily due tothe Company’s acquisitions. Amortization expenses of $1.4million and $0.9  million, related to the deferred financingcosts on the Company’s Credit Agreements (as defined below), for2005 and 2004, respectively, have been reclassified to interestexpense.

Other expenses. Other expenses were 12.9percent and 12.6 percent of the Company’s revenues for fiscalyears 2005 and 2004, respectively. Other expenses increased 22.0percent to $71.9  million in fiscal year 2005 from $58.9million in fiscal year 2004, primarily as a result of theCompany’s acquisitions. On a same-store basis, other expensesdecreased approximately $0.8  million, or 1.6 percent.

Operating income. Operating income increased$10.8  million, or 10.2 percent, for fiscal year 2005 to$117.0  million as compared to $106.2  million in fiscalyear 2004 primarily due to the items described above.

Netinterest expense and other. Net interest expense and otherexpenses increased $19.8  million, or 97.5 percent, from$20.3  million in fiscal year 2004 to $40.0  million infiscal year 2005. This increase was primarily due to an increase in theCompany’s weighted average debt outstanding and higherprevailing interest rates on the Company’s debt during fiscalyear 2005 as compared to fiscal year 2004. The Company’sweighted average interest rate increased to approximately 5.0 percentfor fiscal year 2005 from approximately 3.5 percent in fiscal year2004. The increase in the weighted average debt outstanding is a resultof the Company’s acquisitions including the August  2004acquisition of 21st Century Newspapers, partially offset bya reduction in average debt outstanding funded by the Company’sfree cash flow. In fiscal year 2004, the Company incurred an additionalcharge of $1.2  million related to the extinguishment of itsrefinanced credit facility.

Provision (benefit) for incometaxes. The Company’s effective tax rate was 39.1percent for fiscal year 2005 and fiscal year 2004, excluding thereversal of certain tax accruals in 2004, which were determined to nolonger be required.

Other information. EBITDA forfiscal year 2005 was $136.2  million as compared to $122.4million for fiscal year 2004. Free cash flow was $69.4  million,or $1.66 per diluted share, for fiscal year 2005 as 

29

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compared to $71.4  million, or $1.68per diluted share, for fiscal year 2004. See‘‘Reconciliation of Certain Non-GAAP FinancialMeasures’’ below for more information regarding non-GAAPfinancial measures and a reconciliation of EBITDA and free cash flow tonet income.

Fiscal Year Ended December  26,  2004Compared to Fiscal Year Ended December  28,2003

For comparison purposes, where noted, theCompany’s fiscal year 2004 and 2003 results are presented on asame-store basis, which excludes the Company’s acquisitionscompleted in 2004 and 2003.

Summary. Net incomefor fiscal year 2004 was $116.5  million, or $2.74 per dilutedshare, as compared to $72.0  million, or $1.72 per diluted share,for the fiscal year ended December  28,  2003(‘‘fiscal year 2003’’). Excluding thereversal of certain tax accruals in fiscal year 2004 and in fiscal year2003, which increased net income by $64.9  million in fiscal year2004 and $22.8  million in fiscal year 2003, as well as a specialcharge of approximately $0.7  million (net of tax effect)recorded in fiscal year 2004 related to the extinguishment of theCompany’s refinanced credit facility and a charge of $0.6million (net of tax effect) recorded in fiscal year 2003 related to apotential acquisition that was not consummated, earnings for fiscalyear 2004 were $52.3  million, or $1.23 per diluted share, ascompared to $49.8  million, or $1.19 per diluted share, forfiscal year 2003, an increase in net income of 5.1percent.

Revenues. The Company’s reportedrevenues were $469.1  million for fiscal year 2004 as compared to$399.1  million for fiscal year 2003, an increase of 17.5percent. Newspaper revenues for fiscal year 2004 as compared to theprior-year period increased approximately $69.6  million, or 18.2percent, primarily as a result of an increase in revenues associatedwith the Company’s acquisitions of $59.5  million, anincrease in same-store advertising revenues of $10.9  million, or3.7 percent, partially offset by a decrease in same-store circulationrevenues of $2.0  million, or 2.4 percent. Online revenues forfiscal year 2004, which are included in advertising revenues, wereapproximately $6.2  million, an increase of approximately 31.0percent as compared to the prior-year period. Commercial printing andother revenues for fiscal year 2004 increased $0.4  million, or2.4 percent, to $17.4  million as compared to the prior-yearperiod, and represented approximately 3.7 percent of theCompany’s revenues for fiscal year 2004.

The followingtable sets forth the Company’s total advertising revenues, bycategory, for fiscal years 2004 and2003:

|                          |  |                   |         |                 |  |              |         |        |  |        |      |         |  |  |
|--------------------------|--|-------------------|---------|-----------------|--|--------------|---------|--------|--|--------|------|---------|--|--|
|                     |  | FiscalYear Ended  |
| (Inthousands)            |  | **Dec.  26,2004** |         | **Dec.28,2003** |  | **Increase** |
| Local                    |  | $                 | 199,092 |            |  | $            | 164,882 |   |  |   | 20.7 | %  |
| Classified               |  |              | 143,441 |            |  |         | 119,591 |   |  |   | 19.9 | %  |
| National                 |  |              | 19,058  |            |  |         | 14,513  |   |  |   | 31.3 | %  |
| Totaladvertisingrevenues |  | $                 | 361,591 |            |  | $            | 298,986 |   |  |   | 20.9 | %  |
|                          |

Same-StoreNewspaper Revenues. On a same-store basis, total newspaperrevenues for fiscal year 2004 increased 2.3 percent to $391.0million from $382.0  million in fiscal year 2003. Same-storeadvertising revenues for fiscal year 2004 were $309.9  million, a3.7 percent increase over same-store advertising revenues of$298.9  million in fiscal year 2003, primarily as a result ofincreases in all categories of advertising revenues, including: retailadvertising revenues, up 1.7 percent; classified advertising revenues,up 4.9 percent; and national advertising revenues, up 15.8 percent, ineach case as compared to fiscal year 2003. The increase in classifiedadvertising revenues during fiscal year 2004 resulted primarily from a13.4 percent increase in classified real estate advertising revenuesand a 10.5 percent increase in classified employment advertisingrevenues, partially offset by a 7.4 percent decrease in classifiedautomotive advertising revenues. Same-store circulation revenuesdecreased 2.4 percent in fiscal year 2004 to $81.1  million from$83.1  million in fiscal year 2003.

Salaries andemployee benefits. Salaries and employee benefit expenseswere 38.8 percent of the Company’s total revenues for fiscalyear 2004, compared to 38.9 percent for fiscal year 2003. Salaries andemployee benefits increased $26.5  million, or 17.0 percent, infiscal year 2004 to $181.8  million, primarily as a result of theCompany’s acquisitions. Same-store salaries and employeebenefits increased $1.0  million, or 0.7 percent, primarily dueto an increase in cash compensation partially offset by a decrease inemployee benefit expense.

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Newsprint, ink and printingcharges. For fiscal year 2004, newsprint, ink and printingcharges were 8.5 percent of the Company’s revenues, as comparedto 7.8 percent for fiscal year 2003. Newsprint, ink and printingcharges increased $8.5  million, or 27.3 percent, for fiscal year2004 to $39.7  million as compared to the prior year, dueprincipally to the Company’s acquisitions and an increase in theunit cost of newsprint of approximately nine percent. On a same-storebasis, newsprint, ink and printing charges increased approximately$2.4  million, or 7.7 percent, primarily due to the increase innewsprint expense. The increase in newsprint expense was due to anincrease in newsprint prices of approximately nine percent, partiallyoffset by a decrease in newsprint consumption.

Selling,general and administrative. Selling, general andadministrative expenses were 14.1 percent and 13.0 percent of theCompany’s revenues for fiscal years 2004 and 2003, respectively.Selling, general and administrative expenses increased $14.3million, or 27.5 percent, for fiscal year 2004 to $66.2  millionas compared to the prior year, primarily due to the Company’sacquisitions and expenses associated with the Company’scompliance with Section 404 of Sarbanes-Oxley. On a same-store basis,selling, general and administrative expenses for fiscal year 2004increased $3.6  million, or 7.0 percent, principally as a resultof costs associated with the Company’s compliance with Section404 of Sarbanes-Oxley. The Company expects that it will continue toincur expenses associated with ongoing Sarbanes-Oxley compliance andthe initial implementation of Sarbanes-Oxley in the Company’sMichigan cluster.

Depreciation andamortization. Depreciation and amortization expenses were3.5 percent and 3.7 percent of the Company’s revenues for fiscalyears 2004 and 2003, respectively. Depreciation and amortizationexpenses increased $1.4  million, or 9.1 percent, to $16.3million for fiscal year 2004 as compared to fiscal year 2003. Thisincrease was primarily due to the Company’s acquisitions.

Other expenses. Other expenses were 12.6 percent and12.9 percent of the Company’s revenues for fiscal year 2004 and2003, respectively. Other expenses increased 14.6 percent to$58.9  million in fiscal year 2004 from $51.4  million infiscal year 2003, primarily as a result of the Company’sacquisitions. On a same-store basis, other expenses decreasedapproximately $0.8  million, or 1.6 percent.

Operatingincome. Operating income increased $11.9  million, or12.6 percent, for fiscal year 2004 to $106.2  million as comparedto $94.3  million in fiscal year 2003 primarily due to the itemsdescribed above.

Net interest expense andother. Net interest expense and other increased $4.1million, or 25.2 percent, from $16.2  million in fiscal year 2003to $20.3  million in fiscal year 2004. This increase wasprimarily due to higher interest expense, which resulted from higherprevailing interest rates and an increase in the Company’sweighted average debt outstanding during fiscal year 2004 as comparedto fiscal year 2003. The increase in the weighted average debtoutstanding is a result of the Company’s August  2004acquisition of 21st Century Newspapers, partially offset bya reduction in average debt outstanding funded by the Company’sfree cash flow.

Provision (benefit) for incometaxes. The Company’s effective tax rate was 39.1percent for fiscal year 2004 as compared to 37.0 percent for fiscalyear 2003, excluding the reversal in each year of certain tax accruals,which were determined to no longer be required.

Otherinformation. EBITDA for fiscal year 2004 was $122.4million as compared to $109.2  million for fiscal year 2003. Freecash flow was $71.4  million, or $1.68 per diluted share, forfiscal year 2004 as compared to $58.9  million, or $1.41 perdiluted share, for fiscal year 2003. See ‘‘Reconciliationof Certain Non-GAAP Financial Measures’’ below for moreinformation regarding non-GAAP financial measures and a reconciliationof EBITDA and free cash flow to net income.

Liquidity andCapital Resources

The Company’s operations havehistorically generated strong positive cash flow. The Company believesthat cash flows from operations, future borrowings and its ability toissue securities will be sufficient to fund its operating needs,capital expenditure requirements and long-term debt obligations andwill provide it with the flexibility to finance its acquisitionstrategy and share repurchase program.

The following table setsforth information with respect to the Company’s cash flows forfiscal years 2005, 2004 and 2003:

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|                     |  |                  |         |                 |  |                   |          |         |  |   |         |         |  |  |
|---------------------|--|------------------|---------|-----------------|--|-------------------|----------|---------|--|---|---------|---------|--|--|
|                |  | FiscalYear Ended |
| (Inthousands)       |  | **Dec.25,2005**  |         | **Dec.26,2004** |  | **Dec.28,  2003** |
| Operatingactivities |  | $                | 87,800  |            |  | $                 | 84,939   |    |  | $ | 83,098  |    |
| Investingactivities |  | $                | (29,273 | )          |  | $                 | (441,381 | )  |  | $ | (15,551 | )  |
| Financingactivities |  | $                | (58,120 | )          |  | $                 | 354,588  |    |  | $ | (65,862 | )  |
|                     |

Cashflows from operating activities. Net cash provided fromoperating activities was $87.8  million for fiscal year 2005 ascompared to $84.9  million in the prior year. Current assets were$90.3  million and current liabilities were $80.5  millionas of December  25,  2005. Current liabilities include$7.5  million of current maturities on senior debt, due to bepaid on December  29,  2006 under the Company’sCredit Agreement, which has been amended and restated as the AmendedCredit Agreement (See Subsequent Event — Amended CreditAgreement). The outstanding balance on the Revolving Credit Facilityunder the Credit Agreement and the Amended Credit Agreement (as definedbelow), in accordance with its terms, is classified as a long-termliability.

Cash flows from investingactivities. For fiscal year 2005, net cash used in investingactivities was $29.3  million as compared to $441.4million for fiscal year 2004. Cash used in investing activities in 2005was for investments in property, plant and equipment and theacquisition of JobsInTheUS, while 2004 investing activities primarilyreflected the funding of the 21st Century acquisition andinvestments in property, plant and equipment.

The Companyexpects to incur capital expenditures of approximately $30million in 2006, including planned expenditures of approximately$10  million related to a press and mailroom project at TheMacomb Daily. Also included are planned expenditures on buildings:technology, including prepress and business systems, computer hardwareand software; machinery; equipment; and vehicles. The Company believesits capital expenditure program is sufficient to maintain or improveits current level and quality of operations. The Company reviews itscapital expenditure program periodically and modifies it as required tomeet current needs.

Cash flows from financingactivities. Net cash used in financing activities was$58.1  million in fiscal year 2005 as compared to net cashprovided by financing activities of $354.6  million in fiscalyear 2004. Net cash used in financing activities in fiscal year 2005primarily reflects the utilization of cash flows from operations torepay debt and repurchase Company stock. Net cash provided by financingactivities in fiscal year 2004 reflects the $795.0  million ofproceeds from the Company’s August  12,  2004 CreditAgreement, which were used to repay amounts outstanding under the priorcredit facility, to finance the 21st Century acquisition andto pay associated debt financing fees, as well as, the utilization ofcash flows from operations to repay debt and cash flows provided bystock option exercises.

In April  2005, the Company,pursuant to previous Board authorization, recommenced its sharerepurchase program in an aggregate amount of up to $30  millionfor the repurchase of the Company’s Common Stock. In fiscal year2005, the Company repurchased 1,715,300 shares at a total cost ofapproximately $27.7  million. The Company’s Board ofDirectors had previously authorized the use of up to $100million per year for the repurchase of the Company’s CommonStock. The Company did not repurchase any shares in fiscal year2004.

Subsequent event — share repurchaseprogram. On February  16,  2006 the Companyannounced that pursuant to Board Authorization, it was continuing itsshare repurchase program. Repurchases of the Company’s CommonStock, in the aggregate amount of up to $25  million, may be madefrom time to time in open markets or private transactions as marketconditions dictate, pursuant to such authorization.

Debt andinterest rate derivatives. The Company entered into a creditagreement on August  12,  2004 with a group of lenders, ledby JPMorgan Chase Bank as administrative agent (the‘‘Credit Agreement’’) which, was amendedand restated in January  2006, as described below. The CreditAgreement provides for (i) two secured term loan facilities(‘‘Term Loan A’’ and ‘‘TermLoan B’’ or collectively, the ‘‘2004 TermLoans’’), with Term Loan A having a face amount 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 provided for anuncommitted, multiple draw term loan facility (the‘‘Incremental Facility’’) in the amount ofup to $500  million, as permitted by the administrative agent,

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to be repaid under conditions provided forin the Credit Agreement. The Company did not draw down on theIncremental Facility. As of December  25,  2005, themaximum availability under the Revolving Credit Facility was$295.2  million (including the impact of $6.6  million inoutstanding letters of credit issued under the Credit Agreement), withapproximately $176  million currently available based on theterms of the Credit Agreement.

The Term Loan A and Term Loan Bwould have matured on November  12,  2011 and August12,  2012, respectively, and the Revolving Credit Facility onNovember  12,  2011. The 2004 Term Loans were repayable inquarterly installments commencing in December  2006 and theavailability of the Revolving Credit Facility was subject to certainquarterly reductions that commence in December  2009.

Theamounts outstanding under the Credit Agreement bore interest at (i) 1.5percent to 0.625 percent above LIBOR (as defined in the CreditAgreement) or (ii) 0.25 percent to 0 percent above the higher of (a)the Prime Rate (as defined in the Credit Agreement) and (b) 0.5 percentabove the Federal Funds Rate (as defined in the Credit Agreement). Theinterest rate spreads (‘‘the applicablemargins’’) were dependent upon the ratio of theCompany’s debt to the Company’s trailing four quartersCash Flow (as defined in the Credit Agreement) and were reduced orincreased as such ratio declines or increases, respectively. Theestimated fair value of the 2004 Term Loans and Revolving CreditFacility approximated their carrying value.

An annual commitmentfee was incurred on the average daily-unused portion of the RevolvingCredit Facility, payable quarterly in arrears, at a percentage thatvaried from 0.375 percent to 0.250 percent based on the quarterlycalculation of the Total Leverage Ratio, as defined in the CreditAgreement. At December  25,  2005, the Company’scommitment fee was 0.375 percent.

In accordance with therequirements of the Credit Agreement, the Company was required tomaintain certain Interest Rate Protection Agreements(‘‘IRPAs’’) on a portion of its debt toreduce the potential exposure of the Company’s future cash flowsto fluctuations in variable interest rates. The minimum requirementvaried depending on the Company’s Total LeverageRatio.

Pursuant to these requirements, the Company entered intocertain IRPAs that consist of (i) interest rate collars(‘‘Collars’’) that establish a baseinterest rate ceiling (‘‘Cap’’) and a baseinterest rate floor (‘‘Floor’’) and (ii)interest rate swaps (‘‘Swaps’’) in whichthe Company exchanges a portion of its floating rate debt for fixedrate debt, in each case at no initial cost to the Company. Pursuant tothe terms of the Collars, in the event 90-day LIBOR exceeds the Cap,the Company will receive cash from the issuers to compensate for therate in excess of the Cap. If the 90-day LIBOR is lower than the Floor,the Company will pay cash to the issuers to compensate for the ratebelow the Floor. Each of the Collars is for a fixed notional amount, asset forth in the chart below. As of December  25,  2005,the aggregate notional amount of outstanding Collars in effect was$300  million.

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The following table summarizes theCompany’s existing Collars and contracts for Collars includingthose that have an effective date occurring in the future, in each caseat December  25,2005:

|                 |  |         |     |           |  |                |      |        |  |   |                              |        |  |        |                             |        |  |  |
|-----------------|--|---------|-----|-----------|--|----------------|------|--------|--|---|------------------------------|--------|--|--------|-----------------------------|--------|--|--|
| EffectiveDate   |  | Cap (%) |     | Floor (%) |  | NotionalAmount |      | Term   |
| August  20,2004 |  |    | 4.5 |      |  |           | 2.05 |   |  | $ | 50   million  |   |  |   | 2   years    |   |
| October29,2004  |  |    | 4.5 |      |  |           | 2.08 |   |  | $ | 100   million |   |  |   | 2   years    |   |
| January29,2005  |  |    | 4.5 |      |  |           | 2.38 |   |  | $ | 50   million  |   |  |   | 2   years    |   |
| January29,2005  |  |    | 4.5 |      |  |           | 2.47 |   |  | $ | 100   million |   |  |   | 2   years    |   |
| January29,2007  |  |    | 6.0 |      |  |           | 3.39 |   |  | $ | 100   million |   |  |   | 2.75   years |   |
|                 |

Pursuantto the 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 ofDecember  25,  2005, the aggregate notional amount ofoutstanding Swaps in effect was $260  million.

Thefollowing table summarizes the Company’s existing Swaps atDecember  25,2005:

|                |  |                |       |                |  |      |                              |           |  |        |                             |        |  |  |
|----------------|--|----------------|-------|----------------|--|------|------------------------------|-----------|--|--------|-----------------------------|--------|--|--|
| EffectiveDate  |  | Fixed Rate (%) |       | NotionalAmount |  | Term |
| December3,2004 |  |           | 3.48  |           |  | $    | 50   million  |      |  |   | 3   years    |   |
| April1,2005    |  |           | 4.06  |           |  | $    | 100   million |      |  |   | 4.75   years |   |
| April1,2005    |  |           | 4.085 |           |  | $    | 112   million | (1)  |  |   | 4.75   years |   |
|                |

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

|  |     |                                                              |
|--|-----|--------------------------------------------------------------|
|  | (1) | Representsthe remaining average of variable notional amount. |

UnderFinancial Accounting Standard No. 133, Accounting for DerivativeInstruments and Hedging Activities (‘‘SFAS133’’), as amended, the change in the fair market valueof derivatives is reported as an adjustment to Other ComprehensiveIncome/Loss (‘‘OCI’’). The IRPAs were fullyeffective in hedging the changes in cash flows related to the debtobligation during the fiscal years ended December  25,2005 and December  26,  2004. A total deferred gain ofapproximately $4.3  million (net of deferred taxes of $3.0million) was reported in OCI as of December  25,  2005. Atotal deferred loss of approximately $26,000 (net of $18,000 ofdeferred taxes) was reported in OCI as of December  26,2004.

Each IRPA is designated for all or a portion of theprincipal balance and term of a specific debt obligation. From time totime, the Company may enter into additional IRPAs for nominal amountson the outstanding debt that will, at a minimum, meet the requirementsof the Credit Agreement.

The Company’s weighted-averageeffective interest rate was approximately 5.0 percent for the fiscalyear ended December  25,  2005. This interest rate does notreflect the effect of $1.0  million of pre-tax expense realizedand reported as a component of interest expense for the period relatedto the Company’s IRPAs in place during 2005.

ContractualObligations and Commitments.

As of December  25,2005, the Company had outstanding indebtedness under the CreditAgreement, due and payable in installments through 2012, of$748.2  million, of which $123.2  million was outstandingunder the Revolving Credit Facility and $625.0  million wasoutstanding under the Term Loans.

Subsequent event —amended credit agreement. On January  25,  2006,the Company amended and restated its existing Credit Agreement, datedAugust  12,  2004, pursuant to an Amended and RestatedCredit Agreement (the ‘‘Amended CreditAgreement’’) with JPMorgan Chase Bank, N.A. asAdministrative Agent, J.P. Morgan Securities Inc. as Sole Lead Arrangerand Sole Bookrunner, SunTrust Bank and Wachovia Bank, N.A. asCo-Syndication Agents, and Bank of America, N.A. and The Royal Bank ofScotland PLC as Co-Documentation Agents, and the several banks andother financial institutions which become parties thereto as lenders.On January  25,  2006, the Company borrowed $625million in Term Loan  A and $130.5  million in revolvingcredit loans under the Amended Credit Agreement. These borrowings wereused to repay term loans and revolving credit loans outstanding underthe Credit Agreement, to pay fees and expenses in connection with theAmended Credit Agreement, and for general 

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corporate purposes. The Amended CreditAgreement allows the Company to borrow up to an additional$244.5  million in revolving credit loans, subject to the termsof the Amended Credit Agreement. In addition, an incremental loanfacility is also made available under the Amended Credit Agreement inthe maximum amount of $500  million, subject to the terms andconditions of the Amended Credit Agreement. The lenders have noobligation to make additional loans to the Company under theincremental loan facility, but may enter into these commitments intheir sole discretion.

The Amended Credit Agreement is anamendment and restatement of the Credit Agreement and, therefore,contains substantially similar terms as the Credit Agreement exceptthat, among other changes and in addition to the terms described above,the Term Loan  B under the Credit Agreement have been eliminatedand the Term Loan  A commitment has been increased by $350million and the amortization period for the Term Loan  A has beenextended. The commitment fee on the currently available and unusedrevolving credit loans has been reduced by 0.125 percent and theinterest rates on outstanding loans based on LIBOR have been reduced by0.25 percent to 0.50 percent, subject to the terms and conditions ofthe Credit Agreement. The borrowings currently outstanding under theAmended Credit Agreement bear interest based on either various LIBOR(determined daily) plus 1.00 percent or the Prime Rate.

TheAmended Credit Agreement provides for mandatory prepayments with theproceeds of certain dispositions and casualty events and with specifiedpercentages of excess cash flow (as that term is defined in the AmendedCredit Agreement). In addition, the full amount of the borrowings maybecome immediately due following events of default by the Company orits subsidiaries as specified, and the Company may prepay borrowingswithout premium or penalty in accordance with the provisions of theAmended Credit Agreement.

Pursuant to the terms of the AmendedCredit Agreement, the Company will be required to maintain specifiedfinancial ratios, and will also be subject to specified operationallimitations, including, among others, limitations on its ability toincur additional indebtedness, to make certain fundamental companychanges (such as mergers and dispositions of assets), to make dividendsand distributions on the Company’s capital stock, and toundertake certain capital expenditures. The Company will also berequired, among other things, to maintain Swap agreements.

Theborrowings are fully and unconditionally guaranteed by each of theCompany's subsidiaries. The Company and its guarantorsubsidiaries have pledged substantially all of their assets to securethe borrowings.

The Company will be required to pay down theprincipal amount of the Term Loan  A in quarterly installmentsstarting on December  29,  2006 and ending with a paymentof $340  million on August  12,  2012. The first fourquarterly installments will be $7.5  million per quarter, thenext four will be $10  million per quarter, the next four will be$12.5  million per quarter, and the remaining eleven quarterlyinstallments will be $15  million per quarter. Interest andcommitment fees will be payable quarterly or at the end of selectedinterest periods.

In connection with this refinancing, theCompany expects to write off approximately $5.7  million ofdeferred loan costs associated with the Credit Agreement. This will bea non-cash item reflected in the Company’s first quarter 2006financial statements.

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The aggregate maturities payable underthe refinanced Term Loan  A for the following fiscal years are asfollows (inthousands):

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

Theinitial availability of $375  million of the Revolving CreditFacility under the Amended Credit Agreement is available untilAugust  12,  2012.

In December  2005, theCompany signed a lease with an annual base rate of $ 0.8  millionto $1.0  million, for approximately 36,000 square feet ofcorporate office space in Yardley, Pennsylvania, which expires in 2018.The Company expects to relocate from Trenton, New Jersey to Yardley,Pennsylvania in August  2006.

The following tablesummarizes the Company’s significant contractual obligations atDecember  25,  2005. Information regarding recurringpurchases of materials for use in the Company’s daily operationsis not included, as these amounts are generally consistent from year toyear and are not long-term in nature (typically less than threemonths). See ‘‘Liquidity and Capital Resources —Debt and Interest Rate Derivatives’’ for a discussion ofthe Company’s interest rate protectionagreements.

|                                                               |  |                       |         |                 |  |                  |        |                   |  |                 |        |        |  |        |         |        |  |        |         |        |  |  |
|---------------------------------------------------------------|--|-----------------------|---------|-----------------|--|------------------|--------|-------------------|--|-----------------|--------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                                          |  | Paymentsdue by period |
| (Inthousands)                                                 |  | Total                 |         | Less than 1year |  | 2– 3 years |        | 3 – 5 years |  | More than5years |
| **ContractualObligations:**                                   |  |                  |    |            |  |             |   |              |  |            |   |   |  |   |    |   |  |   |    |   |
| Long-termdebt(1)                                              |  | $                     | 748,200 |            |  | $                | 7,500  |              |  | $               | 62,500 |   |  | $      | 110,000 |   |  | $      | 568,200 |   |
| Operatingleaseobligations                                     |  |                  | 21,057  |            |  |             | 3,856  |              |  |            | 5,182  |   |  |   | 3,675   |   |  |   | 8,344   |   |
| Capitallease obligations (including interest at 4.3% to17.3%) |  |                  | 5,486   |            |  |             | 596    |              |  |            | 1,194  |   |  |   | 1,140   |   |  |   | 2,556   |   |
| PurchaseObligations                                           |  |                  | 11,832  |            |  |             | 7,189  |              |  |            | 4,643  |   |  |   | — |   |  |   | — |   |
| Total                                                         |  | $                     | 786,575 |            |  | $                | 19,141 |              |  | $               | 73,519 |   |  | $      | 114,815 |   |  | $      | 579,100 |   |
|                                                               |

|  |
|--|
|  |  |
|  |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (1) | Paymentsreflect amounts due under the Amended Credit Agreement ofJanuary  25,  2006. |

Off-Balance SheetArrangements. At December  25,  2005, except asset forth below, the Company maintained no off-balance sheet financingarrangements.

|                                  |  |                       |        |                  |  |                 |        |                  |  |                 |                                 |        |  |        |                                 |        |  |        |                                 |        |  |  |
|----------------------------------|--|-----------------------|--------|------------------|--|-----------------|--------|------------------|--|-----------------|---------------------------------|--------|--|--------|---------------------------------|--------|--|--------|---------------------------------|--------|--|--|
|                             |  | Paymentsdue by period |
| (Inthousands)                    |  | Total                 |        | Less than 1 year |  | 1– 3years |        | 3 – 5years |  | Morethan5 years |
| **Other CommercialCommitments:** |  |                  |   |             |  |            |   |             |  |            |                            |   |  |   |                            |   |  |   |                            |   |
| Standbyletters of credit(1)      |  | $                     | 6,613  |             |  | $               | 6,613  |             |  | $               |     — |   |  | $      |     — |   |  | $      |     — |   |
|                                  |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Amountsrepresent the aggregate contingent liability under standby letters ofcredit required as security in connection with the Company’sinsurance program. |

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.

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Critical Accounting Policies andEstimates

General

The Company’s discussionand analysis of its financial condition and results of operations arebased upon the Company’s consolidated financial statements,which have been prepared in accordance with generally acceptedaccounting principles in the United States. The preparation of thesefinancial statements requires the Company to make estimates andjudgments that affect the reported amounts of assets, liabilities,revenues and expenses, and related disclosure of contingent assets andliabilities. On an ongoing basis, the Company evaluates its estimates,including those related to bad debts, inventories, investments,remaining useful lives of long-lived assets, income taxes, pensions andother post-retirement benefits, as well as contingencies andlitigation. The Company bases its estimates on historical experienceand actuarial studies and on other assumptions that are believed to bereasonable and applicable under the circumstances, the results of whichform the basis for making judgments about the carrying values of assetsand liabilities that are not readily apparent from other sources. TheCompany re-evaluates its estimates on an ongoing basis. Actual resultsmay differ from these estimates under different assumptions orconditions. The Company believes the following critical accountingpolicies affect its more significant judgments and estimates used inthe preparation of its consolidated financial statements.

Accounts Receivable and Allowance for DoubtfulAccounts

Accounts receivable consist primarily of amountsdue to the Company from normal business activities. The allowance fordoubtful accounts represents reserves for the estimated loss from theinability of customers to make required payments. The Company useshistorical experience as well as current market information indetermining the estimate. The Company writes-off accounts receivable,which are deemed uncollectible, on a specific identification basis. Ifthe financial condition of the Company’s customers were todeteriorate, resulting in an impairment of their ability to makepayments, additional allowances may be required.

Goodwilland Other Intangibles

Identifiable intangible assets, suchas customer lists and covenants not to compete, are amortized using thestraight-line method over their estimated useful lives for the yearspresented in the Company’s consolidated financial statements.Under Statement of Financial Accounting Standards No. 142(‘‘SFAS 142’’), goodwill andindefinite-lived intangible assets are no longer amortized but arereviewed annually, or more frequently if required, for impairment. Thisasset impairment review assesses the fair value of the assets based onthe future cash flows the assets are expected to generate. Animpairment loss is recognized when estimated undiscounted future cashflows expected to result from the use of the asset plus net proceedsexpected from the disposition of the asset (if any) are less than thecarrying value of the asset. This approach uses estimates for futuremarket growth, forecasted revenue and costs, expected periods theassets will be utilized and appropriate discount rates. Changes tothese estimates, including the inability to attain forecasted revenueand cost expectations, could result in the recognition of a futureimpairment loss. Separable intangible assets that are not deemed tohave an indefinite life will continue to be amortized over their usefullives.

Pension and Post-retirementBenefits

Pension and post-retirement benefit costs andcredits are developed from actuarial valuations. Inherent in thesevaluations are key assumptions including discount rates and expectedreturn on plan assets. The Company considers current market conditions,including changes in interest rates, in selecting these assumptions.Changes in the related pension and post-retirement benefit costs orcredits may occur in the future as a result of fluctuations in theCompany’s headcount, changes in actuarial assumptions and marketperformance.

Self-Insurance

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

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Litigation

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

Revenue Recognition

Revenue is earnedfrom the sale of advertising, circulation and commercial printing.Advertising revenues are recognized, net of agency discounts, in theperiod when advertising is printed in the Company’s publicationsor placed on the Company’s Web sites. Circulation revenues arerecognized when purchased newspapers are distributed. Amounts receivedfrom customers in advance of revenue recognition are deferred asliabilities.

New Accounting Pronouncements

InNovember  2004, the Financial Accounting Standards Board (the‘‘FASB’’) issued SFAS No. 151,‘‘Inventory Costs — an Amendment of ARB No. 43,Chapter 4.’’ This standard provides clarification thatabnormal amounts of idle facility expense, freight, handling costs, andspoilage should be recognized as current-period charges. Additionally,this standard requires that allocation of fixed production overhead tothe costs of conversion be based on the normal capacity of theproduction facilities. The provisions of this standard are effectivefor inventory costs incurred during fiscal years beginning afterJune  15,  2005. This standard is not expected to have amaterial impact on the Company’s financial statements.

InDecember  2004, the FASB issued SFAS No. 123 (revised 2004),‘‘Share-Based Payment’’(‘‘SFAS 123 (R)’’), which replaces SFAS No.123, ‘‘Accounting for Stock-BasedCompensation’’ (SFAS 123) and supersedes 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 disclosure previouslypermitted under SFAS 123 will no longer be an alternative to financialstatement recognition. In April  2005, the U.S. Securities andExchange Commission (the ‘‘SEC’’) announceda deferral of the effective date of SFAS 123(R) until the first interimor annual reporting period of the registrant’s first fiscal yearbeginning on or after June  15,  2005. SFAS(R) will becomeeffective for the Company beginning in the first fiscal quarter of2006.

In May  2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections, a replacement of APB OpinionNo. 20 and FASB Statement No. 3 (SFAS 154). 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 retrospective application ofa change in accounting principle be limited to the direct effects ofthe change. Indirect effects of a change in accounting principle, suchas a change in non-discretionary profit-sharing payments resulting froman accounting change, should be recognized in the period of theaccounting change. SFAS 154 also requires that a change indepreciation, amortization, or depletion method for long-lived,non-financial assets be accounted for as a change in accountingestimate affected by a change in accounting principle. SFAS 154 iseffective for accounting changes and corrections of errors made infiscal years beginning after December  15,  2005. Thisstatement is effective for the Company beginning in fiscal year2006.

Certain Factors That May Affect the Company’sFuture Performance

Newspaper IndustryCompetition

The Company’s business is concentrated innewspapers and other publications located primarily in smallmetropolitan and suburban areas in the United States. Revenues in thenewspaper industry primarily consist of advertising and paidcirculation. Competition for advertising and paid circulation comesfrom local, regional and national newspapers, shopping guides,television, radio, direct mail, online services and other forms ofcommunication and advertising media. Competition for advertisingrevenues is based largely upon advertiser results, readership,advertising rates, demographics and circulation levels, 

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while competition for circulation andreadership is based largely upon the content of the newspaper, itsprice and the effectiveness of its distribution. Many of theCompany’s competitors are larger and have greater financialresources than does the Company.

Dependence on LocalEconomies

The Company’s advertising revenues and, toa lesser extent, circulation revenues are dependent on a variety offactors specific to the communities that the Company’snewspapers serve. These factors include, among others, the size anddemographic characteristics of the local population, local economicconditions in general, and the related retail segments in particular,as well as local weatherconditions.

Capitalization

As of December25,  2005, the consolidated indebtedness of the Company was$748.2  million, which represents a leverage ratio ofapproximately 5.3 times the Company’s twelve months trailingCash Flow, as calculated pursuant to the Credit Agreement. As ofDecember  25,  2005, the Company had a netstockholders’ equity of $222.0  million and totalcapitalization of $970.2  million and, thus, the percentage ofthe Company’s indebtedness to total capitalization was 77.1percent. The Company may incur additional indebtedness to, among otherthings, fund operations, capital expenditures, future acquisitions,share repurchases or dividends. The Company’s results ofoperations will be impacted by fluctuations in interest rates. See‘‘Quantitative and Qualitative Disclosures About MarketRisk.’’

The Company’s management believesthat cash provided by operating activities, future borrowings and itsability to issue securities will be sufficient to fund its operationsand to meet payment requirements under its Term Loan  A and theRevolving Credit Facility and pursue acquisition strategies. However, adecline in cash provided by operating activities, which could resultfrom factors beyond the Company’s control, such as unfavorableeconomic conditions, an overall decline in advertising revenues orincreased competition could impair the Company’s ability toservice its debt. The Amended Credit Agreement requires the maintenanceof certain financial ratios and imposes certain operating and financialrestrictions on the Company, which may restrict, among other things,the Company's ability to declare dividends, repurchase Companystock, incur indebtedness, create liens, sell assets, consummatemergers and make capital expenditures, investments andacquisitions.

Acquisition Strategy

The Company hasgrown in part through, and anticipates that it will continue to grow inpart through, acquisitions of daily and non-daily newspapers, similarpublications and other strategic acquisitions. On December6,  2005, the Company acquired JobsInTheUS, a group of onlinerecruiting Web sites and on August  12,  2004, the Companycompleted its largest acquisition to date, the acquisition of21st Century. Acquisitions, including JobsInTheUS and the21st Century acquisition, may expose the Company to risks,including, without limitation, diversion of management’sattention, assumption of unidentified liabilities and assimilation ofthe operations and personnel of acquired businesses, some or all ofwhich could have a material adverse effect on the financial conditionor results of operations of the Company. Depending on the value andnature of the consideration paid by the Company for acquisitions, suchacquisitions may have a dilutive impact on the Company’searnings per share. In making acquisitions, the Company competes foracquisition targets with other companies, many of which are larger andhave greater financial resources than does the Company. There can be noassurance that the Company will continue to be successful inidentifying acquisition opportunities, assessing the value, strengthsand weaknesses of such opportunities, executing acquisitionssuccessfully, achieving anticipated synergies, evaluating the costs ofnew growth opportunities at existing operations or managing thepublications it owns and improving their operating efficiency.Historically, the Company has financed acquisitions through availablecash, free cash flow, borrowings and sales of non-strategic properties.The Company anticipates that it will finance future acquisitionsthrough these same resources. However, the Company may elect to issueequity securities to finance any acquisition, which would result indilution to existing shareholders. The Amended Credit Agreement limitsacquisitions to certain permitted investments and newspapers in theUnited States, and requires that acquisitions be financed throughcertain permitted sources. In addition, the financial covenantscontained in the Amended Credit Agreement, may limit theCompany’s ability to make acquisitions.

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Price and Availability ofNewsprint

The basic raw material for newspapers isnewsprint. In fiscal year 2005, the Company consumed approximately60,000 metric tons of newsprint, excluding paper consumed in itscommercial printing operations. The average price per metric ton ofnewsprint based on East Coast transactions prices in 2005, 2004 and2003 was $610, $550 and $503, respectively, as reported by the tradepublication, Pulp and Paper Weekly. The Company switched tolightweight newsprint (27.7  pound basis weight) in early 2005from standard newsprint (30  pound basis weight). The Companypurchases the majority of its newsprint through its central purchasinggroup, Journal Register Supply. The Company has no long-term contractsto purchase newsprint. Generally, Journal Register Supply purchasesmost of its newsprint from one or two suppliers, although in the futurethe Company may purchase newsprint from other suppliers. Historically,the percentage of newsprint purchased from each supplier has varied.The Company’s management believes that concentrating itsnewsprint purchases in this way provides a more secure newsprint supplyand lower unit prices. The Company’s management also believesthat it purchases newsprint at price levels lower than those that aregenerally available to individually owned small metropolitan andsuburban newspapers, and consistent with price levels generallyavailable to the largest newsprint purchasers. The available sources ofnewsprint have been, and the Company believes will continue to be,adequate to supply the Company’s needs. The inability of theCompany to obtain an adequate supply of newsprint in the future couldhave a material adverse effect on the financial condition and resultsof operations of the Company. Historically, the price of newsprint hasbeen cyclical and subject to price fluctuations. The Company’saverage price per ton of newsprint for the full fiscal year increasedapproximately 8.5 percent in 2005, increased approximately nine percentin 2004, and increased approximately eight percent in 2003, each ascompared to the preceding year and on a comparable basis. The Companybelieves that if any price decrease or increase is sustained in theindustry, the Company will also be impacted by such change. The Companyseeks to manage the effects of increases in prices of newsprint througha combination of, among other things, technology improvements,including Web-width reductions; inventory management and advertisingand circulation price increases. In fiscal year 2005, theCompany's newsprint cost (excluding paper consumed in theCompany’s commercial printing operations) was approximatelyseven percent of the Company’s newspaper revenues.

Environmental Matters

The Company’s operationsare subject to federal, state and local environmental laws andregulations pertaining to air and water quality, storage tanks and themanagement and disposal of waste at its facilities. To the best of theCompany’s knowledge, its operations are in material compliancewith applicable environmental laws and regulations as currentlyinterpreted. The Company cannot predict with any certainty whetherfuture events, such as changes in existing laws and regulations or thediscovery of conditions not currently known to the Company, may giverise to additional costs that could be material. Furthermore, actionsby federal, state and local governments concerning environmentalmatters could result in laws or regulations that could have a materialadverse effect on the financial condition or results of operations ofthe Company.

Reconciliation of Certain Non-GAAP FinancialMeasures

Journal Register Company believes that the use ofcertain non-GAAP financial measures enables the Company and itsanalysts, investors and other interested parties to evaluate andcompare the Company’s results from operations and cash resourcesgenerated from its business in a more meaningful and consistent manner.Accordingly, this information has been disclosed in this report topermit a more complete comparative analysis of the Company’soperating performance and capitalization relative to other companies inthe industry and to provide an analysis of operating results usingcertain principal measures used by Journal Register Company’schief operating decision makers to measure the operating results andperformance of the Company and its field operations. The Companybelieves the use of EBITDA is appropriate given the generallypredictable cash flow generated by the Company’s operations andthe short period of time it takes to convert new orders to cash. EBITDAis also the basis of certain covenants contained in theCompany’s Credit Agreement and Amended Credit Agreement. Inaddition, the Company believes that free cash flow is useful as asupplemental measure of evaluating financial 

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performance because it provides analternative measure of the cash generated by the Company after paymentof expenses, including investments, and therefore available for furtherinvestment in the business, including acquisitions, or for other usessuch as repayment of indebtedness or repurchases of outstanding equitysecurities. Adjusted net income has been provided as a supplementalmeasure of financial performance to enable investors to evaluate andcompare the Company’s results of operations in a more meaningfulmanner by excluding the impact of certain special items that may havethe effect of distorting the results of a particular period.

AllEBITDA, Free Cash Flow and Adjusted Net Income figures in this reportare non-GAAP financial measures. The Company defines EBITDA as netincome plus provision for income taxes, net interest expense,depreciation, amortization and other non-cash, special or non-recurringcharges. Free cash flow is defined as EBITDA minus capitalexpenditures, interest and cash income taxes. Adjusted net incomeexcludes gains on sales of properties and the reversal of certain taxaccruals and other one-time charges, while net income as adjusted, andafter impact of SFAS 142 further excludes amortization of goodwill andother indefinite-lived intangible assets to reflect the impact of SFAS142, which eliminates the amortization of goodwill and otherindefinite-lived intangibles, as if it had been adopted at thebeginning of fiscal year 2001. The Company adopted SFAS No. 142 at thebeginning of fiscal year 2002. EBITDA Margin is defined as EBITDAdivided by total revenues, and is widely used within theCompany’s industry to illustrate the percentage of revenue thatis converted into EBITDA.

These non-GAAP financial measuresshould not be considered as alternatives to GAAP measures ofperformance, such as operating income or net income. In addition, theCompany’s calculations of these measures may not be consistentwith the calculations of these measures by other companies.

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The tables below provide reconciliationsof the differences between (i) net income and EBITDA, (ii) net incomeand free cash flow, and (iii) net income and adjusted net income, ineach case for fiscal years 2001 through 2005, and the differencebetween net income and net income, as adjusted, after impact of SFAS142 for fiscal year2001.

|                                                                        |  |             |         |              |  |             |         |              |  |             |         |         |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------|--|-------------|---------|--------------|--|-------------|---------|--------------|--|-------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
| (Inthousands, except per shareamounts)                                 |  | Dec.25,2005 |         | Dec. 26,2004 |  | Dec.28,2003 |         | Dec. 29,2002 |  | Dec.30,2001 |
| Reconciliation of NetIncome to EBITDA andFree CashFlow:                |  |        |    |         |  |        |    |         |  |        |    |    |  |   |    |    |  |   |    |    |
| NetIncome                                                              |  | $           | 46,868  |         |  | $           | 116,513 |         |  | $           | 71,990  |    |  | $      | 49,227  |    |  | $      | 78,132  |    |
| Deduct:                                                                |  |        |    |         |  |        |    |         |  |        |    |    |  |   |    |    |  |   |    |    |
| Gainson sales ofoperations                                             |  |        | — |         |  |        | — |         |  |        | — |    |  |   | — |    |  |   | 32,212  |    |
| Add-back:                                                              |  |        |    |         |  |        |    |         |  |        |    |    |  |   |    |    |  |   |    |    |
| Equityinterest                                                         |  |        | — |         |  |        | — |         |  |        | — |    |  |   | — |    |  |   | 1,313   |    |
| Provision(benefit) for incometaxes                                     |  |        | 30,124  |         |  |        | (31,806 | )       |  |        | 6,120   |    |  |   | 27,444  |    |  |   | 10,818  |    |
| Write-offof prior debt issuancecosts                                   |  |        | — |         |  |        | 1,211   |         |  |        | — |    |  |   | — |    |  |   | — |    |
| Netinterest expense andother(1)                                        |  |        | 40,013  |         |  |        | 20,260  |         |  |        | 16,181  |    |  |   | 24,237  |    |  |   | 31,044  |    |
| OperatingIncome                                                        |  |        | 117,005 |         |  |        | 106,178 |         |  |        | 94,291  |    |  |   | 100,908 |    |  |   | 89,095  |    |
| Depreciationandamortization(1)                                         |  |        | 19,196  |         |  |        | 16,255  |         |  |        | 14,893  |    |  |   | 14,367  |    |  |   | 25,763  |    |
| EBITDA                                                                 |  | $           | 136,201 |         |  | $           | 122,433 |         |  | $           | 109,184 |    |  | $      | 115,275 |    |  | $      | 114,858 |    |
| EBITDAMargin                                                           |  |        | 24.5    | %       |  |        | 26.1    | %       |  |        | 27.4    | %  |  |   | 28.7    | %  |  |   | 29.5    | %  |
| Deduct:                                                                |  |        |    |         |  |        |    |         |  |        |    |    |  |   |    |    |  |   |    |    |
| Capitalexpenditures(2)                                                 |  |        | 16,333  |         |  |        | 14,893  |         |  |        | 15,129  |    |  |   | 13,010  |    |  |   | 10,857  |    |
| Interestexpense(1)                                                     |  |        | 38,575  |         |  |        | 19,287  |         |  |        | 14,663  |    |  |   | 23,568  |    |  |   | 30,490  |    |
| Cashincometaxes(3)                                                     |  |        | 11,934  |         |  |        | 16,865  |         |  |        | 20,476  |    |  |   | 17,066  |    |  |   | 16,375  |    |
| FreeCash Flow, asadjusted                                              |  | $           | 69,359  |         |  | $           | 71,388  |         |  | $           | 58,916  |    |  | $      | 61,631  |    |  | $      | 57,136  |    |
| FreeCash Flow, as adjusted, per dilutedshare                           |  | $           | 1.66    |         |  | $           | 1.68    |         |  | $           | 1.41    |    |  | $      | 1.46    |    |  | $      | 1.34    |    |
| Reconciliationof Net Income to Adjusted NetIncome:                     |  |        |    |         |  |        |    |         |  |        |    |    |  |   |    |    |  |   |    |    |
| NetIncome                                                              |  | $           | 46,868  |         |  | $           | 116,513 |         |  | $           | 71,990  |    |  | $      | 49,227  |    |  | $      | 78,132  |    |
| Adjustments:                                                           |  |        |    |         |  |        |    |         |  |        |    |    |  |   |    |    |  |   |    |    |
| Reversalof taxaccruals                                                 |  |        | — |         |  |        | (64,925 | )       |  |        | (22,756 | )  |  |   | (1,172  | )  |  |   | (1,825  | )  |
| Specialcharge, net oftax                                               |  |        | — |         |  |        | 738     |         |  |        | 553     |    |  |   | — |    |  |   | — |    |
| Gainson sale of operations, net oftax                                  |  |        | — |         |  |        | — |         |  |        | — |    |  |   | — |    |  |   | (42,128 | )  |
| NetIncome, as adjusted                                                 |  | $           | 46,868  |         |  | $           | 52,326  |         |  | $           | 49,787  |    |  | $      | 48,055  |    |  | $      | 34,179  |    |
| NetIncome, as adjusted, per dilutedshare                               |  | $           | 1.12    |         |  | $           | 1.23    |         |  | $           | 1.19    |    |  | $      | 1.14    |    |  | $      | 0.80    |    |
| Add-back:                                                              |  |        |    |         |  |        |    |         |  |        |    |    |  |   |    |    |  |   |    |    |
| Impactof SFAS 142, Amortization of Goodwill,after-tax                  |  | $           | — |         |  |        | — |         |  |        | — |    |  |   | — |    |  |   | 9,965   |    |
| NetIncome, as adjusted, and after impact of SFAS142                    |  | $           | 46,868  |         |  | $           | 52,326  |         |  | $           | 49,787  |    |  | $      | 48,055  |    |  | $      | 44,143  |    |
| NetIncome, as adjusted, and after impact of SFAS 142, per dilutedshare |  | $           | 1.12    |         |  | $           | 1.23    |         |  | $           | 1.19    |    |  | $      | 1.14    |    |  | $      | 1.03    |    |
|                                                                        |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Certaincirculation revenue and expense items related to discounts, promotions,and carrier compensation have been reclassified to conform to theCompany’s current financial presentation. The effect of thesereclassifications is to reduce revenues with an equal decrease inoperating expenses. In addition, the Company has reclassifiedamortization of deferred financing fees from amortization expense tointerest expense. The Company also reclassified certain cash balancesbetween current assets and current liabilities in equal amounts. Thesereclassifications have no impact on working capital, EBITDA or netincome. |

|     |                                                                                                                                                                                                                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Excludes capitalexpenditures and the related capitalized interest associated with theCompany’s printing facility in Exton, Pennsylvania (JournalRegister Offset), which were $22.8 and $1.3  million,respectively, in fiscal year 2001. Such amounts have been excluded dueto the large and non-recurring nature of the Extonproject. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Cash income taxesreflect the cash income taxes presented on the Company’sConsolidated Statements of Cash Flows, with the following exceptions:(i) in fiscal year 2001, cash taxes were increased to include$4.4  million of cash income taxes paid in fiscal year 2000,which were applied to cash income taxes payable in fiscal year 2001(such amount was also included in fiscal year 2000 cash income taxes);(ii) in fiscal year 2002, cash income taxes exclude the effect of the$4.0  million tax benefit related to the Company’s pensioncontribution and excludes approximately $174,000 paid in fiscal year2002 that related to prior years; (iii) in fiscal year 2003, cashincome taxes exclude the effect of the $298,000 tax benefit arisingfrom the special charge related to a potential acquisition, excludesapproximately $559,000 paid in fiscal year 2003 that related to prioryears and includes approximately $278,000 related to fiscal year 2003to be paid in fiscal year 2004; (iv) in fiscal year 2004, cash incometaxes exclude (a) the effect of a $5.1  million net tax paymentrelated to a state tax settlement, (b) the effect of a $1.5million tax benefit related to the Company’s pensioncontribution, and (c) approximately $459,000 paid in fiscal year 2004that related to prior years, and includes approximately $473,000related to fiscal year 2004 to be paid in fiscal year 2005; and (v) infiscal year 2005, cash income taxes exclude (a) the net effect ofoverpayments both applied to 2005 from prior years and to be applied tofuture years and other adjustments of approximately $1.3million, (b) the net effect of 2004 and 2005 bonus accruals deductiblein the following years of approximately $1  million, (c) theeffect of adjustments to net operating losses and transaction costsrelated to the 21st Century acquisition of approximately$801,000, (d) the effect of the $154,000 tax benefit relating torestricted stock units and (e) approximately $1.2  million paidin fiscal year 2005 that related to prior years and includesapproximately $459,000 related to fiscal year 2005 to be paid in fiscalyear 2006. |

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Item 7A.    Quantitative andQualitative Disclosures About Market Risk.

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

As of December  25,  2005, the Company hadCollars in place with respect to an aggregate notional amount of$300  million of the Company’s outstanding indebtednessand Swaps with respect to an aggregate notional amount of $260million of the Company’s outstanding indebtedness. In addition,the Company had contracts for Collars and Swaps that have effectivedates occurring in the future with respect to additional notionalamounts. See Note 2 of Notes to Consolidated Financial Statements.There was no initial cost associated with the Company’s existingCollar or Swap arrangements. Assuming a 10 percent increase orreduction in interest rates for the year ended December25,  2005, the effect on the Company’s pre-tax earningswould have been approximately $3.4  million. See‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations — Liquidity andCapital Resources — Debt and DerivativeActivity.’’

Newsprint, which is the principal rawmaterial for the Company’s newspapers, is exposed to commodityprice changes. See ‘‘Management’s Discussion andAnalysis of Financial Condition and Results of Operation —Certain Factors That May Affect the Company’s Future Performance— Price and Availability ofNewsprint.’’

Pension and post-retirement benefitsare exposed to factors such as market returns and discount rates.‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operation — Certain FactorsThat May Affect the Company’s Future Performance —Pension and Post RetirementBenefits.’’

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Item 8.   FinancialStatements and Supplementary Data.

INDEX TO FINANCIALSTATEMENTS

Page

FINANCIALSTATEMENTS:

|                                                                                      |  |        |  |  |  |  |
|--------------------------------------------------------------------------------------|--|--------|--|--|--|--|
| Reportsof Independent Registered Public AccountingFirm                               |  | 45- 47 |
| Consolidated BalanceSheets                                                           |  | 48     |
| Consolidated Statements ofIncome                                                     |  | 49     |
| Consolidated Statements ofStockholders’ Equity and ComprehensiveIncome         |  | 50     |
| Consolidated Statements of CashFlows                                                 |  | 51     |
| Notes to Consolidated FinancialStatements                                            |  | 52     |
| **FINANCIALSTATEMENT SCHEDULE:**Schedule II – Valuation andQualifying Accounts |  | 72     |
|                                                                                      |

All other schedulesare omitted because they are not applicable or the requestedinformation is shown in the consolidated financial statements orrelated notes.

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REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheBoard of Directors and Stockholders ofJournal Register Company

We have audited the accompanying consolidated balance sheetof Journal Register Company as of December  25,  2005 andthe related consolidated statements of income, stockholders’equity and comprehensive income, and cash flows for the year endedDecember  25,  2005. These financial statements are theresponsibility of the Company’s management. Our responsibilityis to express an opinion on these financial statements based on ouraudit.

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believethat our audit provides a reasonable basis for ouropinion.

In our opinion, the consolidated financialstatements referred to above present fairly, in all material respects,the financial position of Journal Register Company at December25,  2005 and the results of its operations and its cash flowsfor the year ended December  25,  2005, in conformity withaccounting principles generally accepted in the United States ofAmerica.

Our audit was conducted for the purpose offorming an opinion on the basic financial statements taken as a whole.The schedule listed in the index to financial statements is presentedfor the purpose of additional analysis and is not a required part ofthe basic financial statements. This schedule has been subjected to theauditing procedures applied in the audit of the basic financialstatements and, in our opinion, is fairly stated in all materialrespects in relation to the basic financial statements taken as awhole.

We have also audited, in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates), the effectiveness of Journal Register Company’sinternal control over financial reporting as of December25,  2005, based on criteria established in Internal Control— Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO), and our report datedMarch  3,  2006 expressed an unqualified opinionthereon.

|  | /s/ Grant ThorntonLLP |
|--|-----------------------|

Philadelphia, PennsylvaniaMarch3,  2006

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REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

The Board of Directors and Stockholdersof Journal Register Company

We have auditedmanagement’s assessment, included in the accompanying‘‘Management’s Report on Internal Control OverFinancial Reporting’’ that Journal Register Companymaintained effective internal control over financial reporting as ofDecember  25,  2005, based on criteria established inInternal Control — Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (the COSOcriteria). Journal Register Company’s management is responsiblefor maintaining effective internal control over financial reporting andfor its assessment of the effectiveness of internal control overfinancial reporting. Our responsibility is to express an opinion onmanagement’s assessment and an opinion on the effectiveness ofthe company’s internal control over financial reporting based onour audit.

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal controlover financial reporting was maintained in all material respects. Ouraudit included obtaining an understanding of internal control overfinancial reporting, evaluating management’s assessment, testingand evaluating the design and operating effectiveness of internalcontrol, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.

A company’sinternal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. Acompany’s internal control over financial reporting includesthose policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures ofthe company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets thatcould have a material effect on the financialstatements.

Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures maydeteriorate.

In our opinion, management’sassessment that Journal Register Company maintained effective internalcontrol over financial reporting as of December  25,  2005,is fairly stated, in all material respects, based on the COSO criteria.Also, in our opinion, Journal Register Company maintained, in allmaterial respects, effective internal control over financial reportingas of December  25,  2005, based on the COSOcriteria**.**

We also have audited, in accordance withthe standards of the Public Company Accounting Oversight Board (UnitedStates), the consolidated balance sheet as of December25,  2005, and the related consolidated statements of income,stockholders’ equity and comprehensive income and cash flows forthe year ended December  25,  2005 of Journal RegisterCompany and our report dated March  3,  2006 expressed anunqualified opinion thereon.

/s/ GrantThornton LLP

Philadelphia, PennsylvaniaMarch3,  2006

46

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REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

The Board of Directors andStockholders ofJournal Register Company

We haveaudited the accompanying consolidated balance sheet of Journal RegisterCompany as of December  26,  2004, and the relatedconsolidated statements of income, stockholders' equity, and cashflows for each of the two years in the period ended December26,  2004. Our audits also included the financial statementschedule for each of the two years in the period ended December26,  2004 listed in the Index at Item 15(a). These financialstatements and schedule are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on thesefinancial statements and schedule based on our audits.

Weconducted our audits in accordance with the standards of the PublicCompany Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating theoverall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.

In ouropinion, the consolidated financial statements referred to abovepresent fairly, in all material respects, the consolidated financialposition of Journal Register Company at December  26,2004, and the consolidated results of its operations and its cash flowsfor each of the two years in the period ended December26,  2004, in conformity with accounting principles generallyaccepted in the United States. Also, in our opinion, the relatedfinancial statement schedule, when considered in relation to the basicconsolidated financial statements taken as a whole, presents fairly inall material respects the information set forthwithin.

|  | /s/ ERNST & YOUNGLLP |
|--|--------------------------|

MetroPark, New JerseyMarch25,  2005

47

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JOURNAL REGISTERCOMPANYCONSOLIDATED BALANCESHEETS

|                                                                                                                                    |  |               |           |              |  |        |           |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------|--|---------------|-----------|--------------|--|--------|-----------|---------|--|--|
| Inthousands                                                                                                                        |  |          |           |         |
| Fiscal yearended                                                                                                                   |  | Dec. 25, 2005 |           | Dec. 26,2004 |
| **Assets**                                                                                                                         |  |          |      |         |  |   |      |    |
| Currentassets:                                                                                                                     |  |          |      |         |  |   |      |    |
| Cash and cashequivalents                                                                                                           |  | $             | 2,410     |         |  | $      | 2,003     |    |
| Accountsreceivable, less allowance fordoubtful                                                                                     |  |          |      |         |  |   |      |    |
| accounts of $7,937and $8,143,respectively                                                                                          |  |          | 61,203    |         |  |   | 64,116    |    |
| Inventories                                                                                                                        |  |          | 8,736     |         |  |   | 8,244     |    |
| Deferredincome taxes                                                                                                               |  |          | 10,588    |         |  |   | 13,097    |    |
| Othercurrentassets                                                                                                                 |  |          | 7,375     |         |  |   | 8,526     |    |
| **Totalcurrentassets**                                                                                                             |  |          | 90,312    |         |  |   | 95,986    |    |
| Property,plant andequipment:                                                                                                       |  |          |      |         |  |   |      |    |
| Land                                                                                                                               |  |          | 14,386    |         |  |   | 14,406    |    |
| Buildingsandimprovements                                                                                                           |  |          | 97,800    |         |  |   | 93,298    |    |
| Machineryandequipment                                                                                                              |  |          | 187,195   |         |  |   | 187,069   |    |
| Constructioninprogress                                                                                                             |  |          | 6,731     |         |  |   | 5,225     |    |
| **Total**                                                                                                                          |  |          | 306,112   |         |  |   | 299,998   |    |
| Lessaccumulateddepreciation                                                                                                        |  |          | (150,225  | )       |  |   | (141,993  | )  |
| **Netproperty, plant andequipment**                                                                                                |  |          | 155,887   |         |  |   | 158,005   |    |
| Intangibleand otherassets:                                                                                                         |  |          |      |         |  |   |      |    |
| Goodwill                                                                                                                           |  |          | 779,581   |         |  |   | 772,683   |    |
| Other intangible assets,net of accumulated amortization of $11,936 and $8,417,respectively                                         |  |          | 151,553   |         |  |   | 155,365   |    |
| Fairmarket value ofhedges                                                                                                          |  |          | 7,189     |         |  |   | —   |    |
| Otherassets                                                                                                                        |  |          | 3,367     |         |  |   | 3,431     |    |
| **Totalassets**                                                                                                                    |  | $             | 1,187,889 |         |  | $      | 1,185,470 |    |
| **Liabilitiesand Stockholders’Equity**                                                                                       |  |          |      |         |  |   |      |    |
| Currentliabilities:                                                                                                                |  |          |      |         |  |   |      |    |
| Dividendspayable                                                                                                                   |  | $             | 809       |         |  | $      | —   |    |
| Currentmaturities of seniordebt                                                                                                    |  |          | 7,500     |         |  |   | —   |    |
| Accountspayable                                                                                                                    |  |          | 19,369    |         |  |   | 20,465    |    |
| Accruedinterest                                                                                                                    |  |          | 6,603     |         |  |   | 4,051     |    |
| Deferredsubscriptionrevenues                                                                                                       |  |          | 14,664    |         |  |   | 14,810    |    |
| Accruedsalaries andvacation                                                                                                        |  |          | 10,704    |         |  |   | 12,418    |    |
| Fair marketvalue of hedges                                                                                                         |  |          | —   |         |  |   | 44        |    |
| Accruedand other currentliabilities                                                                                                |  |          | 20,876    |         |  |   | 27,048    |    |
| **Totalcurrentliabilities**                                                                                                        |  |          | 80,525    |         |  |   | 78,836    |    |
| Seniordebt, less currentmaturities                                                                                                 |  |          | 740,700   |         |  |   | 778,300   |    |
| Capitallease obligations, net of currentmaturities                                                                                 |  |          | 3,628     |         |  |   | 3,647     |    |
| Deferredincome taxes                                                                                                               |  |          | 103,127   |         |  |   | 87,872    |    |
| Accruedretiree benefits and otherliabilities                                                                                       |  |          | 20,259    |         |  |   | 19,256    |    |
| Incometaxespayable                                                                                                                 |  |          | 17,608    |         |  |   | 17,239    |    |
| Commitmentsand contingencies                                                                                                       |  |          | —   |         |  |   | —   |    |
| Stockholders’equity:                                                                                                         |  |          |      |         |  |   |      |    |
| Commonstock, $.01 par value per share, 300,000,000 shares authorized,48,437,581 issued at December  25,  2005 andDecember  26,2004 |  |          | 484       |         |  |   | 484       |    |
| Additional paid-incapital                                                                                                          |  |          | 361,494   |         |  |   | 361,369   |    |
| Accumulateddeficit                                                                                                                 |  |          | (5,680    | )       |  |   | (50,913   | )  |
|                                                                                                                               |  |          | 356,298   |         |  |   | 310,940   |    |
| Lesstreasury stock                                                                                                                 |  |          |      |         |  |   |      |    |
| 8,052,056shares and 6,422,340 shares, respectively, atcost                                                                         |  |          | (121,953  | )       |  |   | (94,711   | )  |
| Accumulatedother comprehensive loss, net oftax                                                                                     |  |          | (12,230   | )       |  |   | (15,395   | )  |
| Unearnedcompensation                                                                                                               |  |          | (73       | )       |  |   | (514      | )  |
| **Stockholders’equity**                                                                                                      |  |          | 222,042   |         |  |   | 200,320   |    |
| **Totalliabilities and stockholders’equity**                                                                                 |  | $             | 1,187,889 |         |  | $      | 1,185,470 |    |
|                                                                                                                                    |

Seeaccompanying notes to consolidated financialstatements.

48

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JOURNAL REGISTER COMPANYCONSOLIDATEDSTATEMENTS OFINCOME

|                                                    |  |               |         |              |  |              |         |         |  |        |         |         |  |  |
|----------------------------------------------------|--|---------------|---------|--------------|--|--------------|---------|---------|--|--------|---------|---------|--|--|
| Inthousands, except per share dataFiscal yearended |  | Dec. 25, 2005 |         | Dec. 26,2004 |  | Dec. 28,2003 |
| Revenues:                                          |  |          |    |         |  |         |    |    |  |   |    |    |
| Advertising                                        |  | $             | 435,085 |         |  | $            | 361,591 |    |  | $      | 298,986 |    |
| Circulation                                        |  |          | 102,910 |         |  |         | 90,135  |    |  |   | 83,108  |    |
| Newspaperrevenues                                  |  |          | 537,995 |         |  |         | 451,726 |    |  |   | 382,094 |    |
| Commercialprinting andother                        |  |          | 18,634  |         |  |         | 17,366  |    |  |   | 16,966  |    |
| **Totalrevenues**                                  |  |          | 556,629 |         |  |         | 469,092 |    |  |   | 399,060 |    |
| Operatingexpenses:                                 |  |          |    |         |  |         |    |    |  |   |    |    |
| Salariesand employeebenefits                       |  |          | 219,372 |         |  |         | 181,830 |    |  |   | 155,355 |    |
| Newsprint,ink and printingcharges                  |  |          | 49,536  |         |  |         | 39,696  |    |  |   | 31,181  |    |
| Selling,general andadministrative                  |  |          | 79,604  |         |  |         | 66,201  |    |  |   | 51,932  |    |
| Depreciationandamortization                        |  |          | 19,196  |         |  |         | 16,255  |    |  |   | 14,893  |    |
| Other                                              |  |          | 71,916  |         |  |         | 58,932  |    |  |   | 51,408  |    |
| **Totaloperatingexpenses**                         |  |          | 439,624 |         |  |         | 362,914 |    |  |   | 304,769 |    |
| **Operatingincome**                                |  |          | 117,005 |         |  |         | 106,178 |    |  |   | 94,291  |    |
| Otherincome (expense):                             |  |          |    |         |  |         |    |    |  |   |    |    |
| Netinterest expense andother                       |  |          | (40,013 | )       |  |         | (20,260 | )  |  |   | (16,181 | )  |
| Write-offof debt issuancecosts                     |  |          | — |         |  |         | (1,211  | )  |  |   | — |    |
| Incomebefore incometaxes                           |  |          | 76,992  |         |  |         | 84,707  |    |  |   | 78,110  |    |
| Provision(benefit) for incometaxes                 |  |          | 30,124  |         |  |         | (31,806 | )  |  |   | 6,120   |    |
| **Netincome**                                      |  | $             | 46,868  |         |  | $            | 116,513 |    |  | $      | 71,990  |    |
| Netincome per commonshare:                         |  |          |    |         |  |         |    |    |  |   |    |    |
| Basic                                              |  | $             | 1.13    |         |  | $            | 2.78    |    |  | $      | 1.75    |    |
| Diluted                                            |  | $             | 1.12    |         |  | $            | 2.74    |    |  | $      | 1.72    |    |
| Dividendsper commonshare:                          |  | $             | 0.04    |         |  | $            | — |    |  | $      | — |    |
| Weighted-averagesharesoutstanding:                 |  |          |    |         |  |         |    |    |  |   |    |    |
| Basic                                              |  |          | 41,429  |         |  |         | 41,907  |    |  |   | 41,245  |    |
| Diluted                                            |  |          | 41,747  |         |  |         | 42,474  |    |  |   | 41,834  |    |
|                                                    |

Seeaccompanying notes to consolidated financialstatements.

49

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JOURNAL REGISTER COMPANYCONSOLIDATEDSTATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVEINCOME

|                                                                                              |  |             |        |                           |  |                                 |         |                     |  |               |         |                       |  |                                |          |         |  |        |          |         |  |        |                                                  |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------|--|-------------|--------|---------------------------|--|---------------------------------|---------|---------------------|--|---------------|---------|-----------------------|--|--------------------------------|----------|---------|--|--------|----------|---------|--|--------|--------------------------------------------------|---------|--|--------|---------|---------|--|--|
| Inthousands                                                                                  |  | CommonStock |        | Additional Paid-inCapital |  | OtherComprehensive Income(Loss) |         | Accumulated Deficit |  | TreasuryStock |         | Unearned Compensation |  | TotalStockholders’Equity |
| **Balance as ofDecember 29,2002**                                                            |  | $           | 484    |                      |  | $                               | 358,242 |                |  | $             | (23,115 | )                |  | $                              | (239,416 | )  |  | $      | (100,074 | )  |  | $      | —                                          |    |  | $      | (3,879  | )  |
| Netincome                                                                                    |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           | 71,990   |    |  |   |     |    |  |   |                                             |    |  |   | 71,990  |    |
| Minimumpension liability adjustment, net of tax expense of$271                               |  |        |   |                      |  |                            |    |                |  |          | 1,976   |                  |  |                           |     |    |  |   |     |    |  |   |                                             |    |  |   | 1,976   |    |
| Markto market adjustment of fully effective hedges, net of tax expense of$796                |  |        |   |                      |  |                            |    |                |  |          | 1,883   |                  |  |                           |     |    |  |   |     |    |  |   |                                             |    |  |   | 1,883   |    |
| Totalcomprehensiveincome                                                                     |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           |     |    |  |   |     |    |  |   |                                             |    |  |   | 75,849  |    |
| Purchaseof 520,100 shares of treasurystock                                                   |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           |     |    |  |   | (7,905   | )  |  |   |                                             |    |  |   | (7,905  | )  |
| Exerciseof stock options for commonstock                                                     |  |        |   |                      |  |                            | (95     | )              |  |          |    |                  |  |                           |     |    |  |   | 7,162    |    |  |   |                                             |    |  |   | 7,067   |    |
| Taxbenefit from stock optionexercises                                                        |  |        |   |                      |  |                            | 1,212   |                |  |          |    |                  |  |                           |     |    |  |   |     |    |  |   |                                             |    |  |   | 1,212   |    |
| **Balanceas of December  28,2003**                                                           |  |        | 484    |                      |  |                            | 359,359 |                |  |          | (19,256 | )                |  |                           | (167,426 | )  |  |   | (100,817 | )  |  |   | —                                          |    |  |   | 72,344  |    |
| Netincome                                                                                    |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           | 116,513  |    |  |   |     |    |  |   |                                             |    |  |   | 116,513 |    |
| Minimumpension liability adjustment, net of tax expense of$1,665                             |  |        |   |                      |  |                            |    |                |  |          | 2,402   |                  |  |                           |     |    |  |   |     |    |  |   |                                             |    |  |   | 2,402   |    |
| Markto market adjustment of fully effective hedges, net of tax expense of$997                |  |        |   |                      |  |                            |    |                |  |          | 1,441   |                  |  |                           |     |    |  |   |     |    |  |   |                                             |    |  |   | 1,441   |    |
| Markto market adjustment of investments classified as held-for-sale, net oftax expense of$12 |  |        |   |                      |  |                            |    |                |  |          | 18      |                  |  |                           |     |    |  |   |     |    |  |   |          |    |  |   | 18      |    |
| Totalcomprehensiveincome                                                                     |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           |     |    |  |   |     |    |  |   |          |    |  |   | 120,374 |    |
| Unearnedcompensation                                                                         |  |        |   |                      |  |                            | 1,111   |                |  |          |    |                  |  |                           |     |    |  |   |     |    |  |   | (514                                             | )  |  |   | 597     |    |
| Exerciseof stock options for commonstock                                                     |  |        |   |                      |  |                            | 84      |                |  |          |    |                  |  |                           |     |    |  |   | 6,106    |    |  |   |                                             |    |  |   | 6,190   |    |
| Taxbenefit from stock optionexercises                                                        |  |        |   |                      |  |                            | 815     |                |  |          |    |                  |  |                           |     |    |  |   |     |    |  |   |          |    |  |   | 815     |    |
| **Balanceas of December  26,2004**                                                           |  |        | 484    |                      |  |                            | 361,369 |                |  |          | (15,395 | )                |  |                           | (50,913  | )  |  |   | (94,711  | )  |  |   | (514                                             | )  |  |   | 200,320 |    |
| Netincome                                                                                    |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           | 46,868   |    |  |   |     |    |  |   |                                             |    |  |   | 46,868  |    |
| Minimumpension liability adjustment, net of tax benefit of$748                               |  |        |   |                      |  |                            |    |                |  |          | (1,090  | )                |  |                           |     |    |  |   |     |    |  |   |                                             |    |  |   | (1,090  | )  |
| Markto market adjustment of fully effective hedges, net of tax expense of$12                 |  |        |   |                      |  |                            |    |                |  |          | 4,273   |                  |  |                           |     |    |  |   |     |    |  |   |                                             |    |  |   | 4,273   |    |
| Markto market adjustment of investments classified as held-for-sale, net oftax benefit of$12 |  |        |   |                      |  |                            |    |                |  |          | (18     | )                |  |                           |     |    |  |   |     |    |  |   |          |    |  |   | (18     | )  |
| Totalcomprehensiveincome                                                                     |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           |     |    |  |   |     |    |  |   |          |    |  |   | 50,033  |    |
| Dividendsdeclared                                                                            |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           | (1,635   | )  |  |   |     |    |  |   |                                             |    |  |   | (1,635  | )  |
| Purchaseof 1,715,300 shares of treasurystock                                                 |  |        |   |                      |  |                            |    |                |  |          |    |                  |  |                           |     |    |  |   | (27,690  | )  |  |   |                                             |    |  |   | (27,690 | )  |
| Unearnedcompensation                                                                         |  |        |   |                      |  |                            | 76      |                |  |          |    |                  |  |                           |     |    |  |   | 21       |    |  |   | 441                                              |    |  |   | 538     |    |
| Exerciseof stock options for commonstock                                                     |  |        |   |                      |  |                            | 49      |                |  |          |    |                  |  |                           |     |    |  |   | 427      |    |  |   |          |    |  |   | 476     |    |
| **Balanceas of December  25,2005**                                                           |  | $           | 484    |                      |  | $                               | 361,494 |                |  | $             | (12,230 | )                |  | $                              | (5,680   | )  |  | $      | (121,953 | )  |  | $      | (73                                              | )  |  | $      | 222,042 |    |
|                                                                                              |

Seeaccompanying notes to consolidated financialstatements.

50

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JOURNAL REGISTER COMPANYCONSOLIDATEDSTATEMENTS OF CASHFLOWS

|                                                                                               |  |              |         |               |  |              |          |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------|--|--------------|---------|---------------|--|--------------|----------|---------|--|--------|---------|---------|--|--|
| InthousandsFiscal year ended                                                                  |  | Dec.25, 2005 |         | Dec. 26, 2004 |  | Dec. 28,2003 |
| Cash flows from operatingactivities:                                                          |  |         |    |          |  |         |     |    |  |   |    |    |
| Netincome                                                                                     |  | $            | 46,868  |          |  | $            | 116,513  |    |  | $      | 71,990  |    |
| Adjustmentsto reconcile net income to net cash provided by operatingactivities:               |  |         |    |          |  |         |     |    |  |   |    |    |
| Provisionfor losses on accountsreceivable                                                     |  |         | 4,434   |          |  |         | 4,756    |    |  |   | 3,830   |    |
| Depreciationexpense                                                                           |  |         | 17,115  |          |  |         | 15,028   |    |  |   | 14,062  |    |
| Amortizationexpense                                                                           |  |         | 2,082   |          |  |         | 1,228    |    |  |   | 831     |    |
| Non-cashinterestexpense                                                                       |  |         | 1,438   |          |  |         | 898      |    |  |   | 554     |    |
| Write-offof debt issuancecosts                                                                |  |         | — |          |  |         | 1,211    |    |  |   | — |    |
| Gainon sales ofassets                                                                         |  |         | (56     | )        |  |         | —  |    |  |   | — |    |
| Accruedretiree benefits and other non-currentliabilities                                      |  |         | (162    | )        |  |         | (253     | )  |  |   | 1,089   |    |
| Provisionfor deferred incometaxes                                                             |  |         | 19,984  |          |  |         | 16,482   |    |  |   | 7,989   |    |
| Changesin operating assets andliabilities:                                                    |  |         |    |          |  |         |     |    |  |   |    |    |
| (Decrease)/increasein accountsreceivable                                                      |  |         | (1,296  | )        |  |         | (8,350   | )  |  |   | 680     |    |
| Increase(decrease) in income taxespayable                                                     |  |         | 44      |          |  |         | (69,051  | )  |  |   | (21,310 | )  |
| (Decrease)/increasein other assets andliabilities                                             |  |         | (2,651  | )        |  |         | 6,477    |    |  |   | 3,383   |    |
| **Netcash provided by operatingactivities**                                                   |  |         | 87,800  |          |  |         | 84,939   |    |  |   | 83,098  |    |
| Cashflows from investingactivities:                                                           |  |         |    |          |  |         |     |    |  |   |    |    |
| Capitalexpenditures                                                                           |  |         | (16,333 | )        |  |         | (14,893  | )  |  |   | (15,129 | )  |
| Netproceeds from sale of property, plant and equipment                                        |  |         | 588     |          |  |         | —  |    |  |   | 28      |    |
| Purchasesof businesses, net of cashacquired                                                   |  |         | (13,528 | )        |  |         | (426,488 | )  |  |   | (450    | )  |
| **Netcash used in investingactivities**                                                       |  |         | (29,273 | )        |  |         | (441,381 | )  |  |   | (15,551 | )  |
| Cashflows from financingactivities:                                                           |  |         |    |          |  |         |     |    |  |   |    |    |
| Proceedsfrom issuance of long-termdebt                                                        |  |         | — |          |  |         | 795,000  |    |  |   | — |    |
| Extinguishmentof prior long-termdebt                                                          |  |         | — |          |  |         | (372,573 | )  |  |   | — |    |
| Debtissuancefees                                                                              |  |         | — |          |  |         | (11,558  | )  |  |   | — |    |
| Paymentsof long-termdebt                                                                      |  |         | (30,100 | )        |  |         | (62,471  | )  |  |   | (65,024 | )  |
| Dividendspaid                                                                                 |  |         | (826    | )        |  |         | —  |    |  |   | — |    |
| Proceedsreceived from exercise of stock options for commonstock                               |  |         | 496     |          |  |         | 6,190    |    |  |   | 7,067   |    |
| Purchaseof Companystock                                                                       |  |         | (27,690 | )        |  |         | —  |    |  |   | (7,905  | )  |
| **Netcash (used in) provided by financingactivities**                                         |  |         | (58,120 | )        |  |         | 354,588  |    |  |   | (65,862 | )  |
| Increase(decrease) in cash and cashequivalents                                                |  |         | 407     |          |  |         | (1,854   | )  |  |   | 1,685   |    |
| Cashand cash equivalents, beginning ofyear                                                    |  |         | 2,003   |          |  |         | 3,857    |    |  |   | 2,172   |    |
| **Cashand cash equivalents, end ofyear**                                                      |  | $            | 2,410   |          |  | $            | 2,003    |    |  | $      | 3,857   |    |
| Supplementaldisclosures of cash flowinformation:                                              |  |         |    |          |  |         |     |    |  |   |    |    |
| Cashpaid during the yearfor:                                                                  |  |         |    |          |  |         |     |    |  |   |    |    |
| Interest                                                                                      |  | $            | 35,494  |          |  | $            | 17,299   |    |  | $      | 15,047  |    |
| Incometaxes                                                                                   |  | $            | 9,338   |          |  | $            | 20,383   |    |  | $      | 20,459  |    |
| Supplementaldisclosures of non-cashactivities:                                                |  |         |    |          |  |         |     |    |  |   |    |    |
| Comprehensiveincome – minimum pension liability andmark to market adjustments,net oftax |  | $            | 3,165   |          |  | $            | 3,861    |    |  | $      | 3,859   |    |
|                                                                                               |

Seeaccompanying notes to consolidated financialstatements.

51

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

1.    Organization

Theaccompanying consolidated financial statements include Journal RegisterCompany and all of its wholly-owned subsidiaries (the‘‘Company’’). Journal Register Companyprimarily publishes daily and non-daily newspapers in print and onlineserving markets in Philadelphia and its surrounding areas, Michigan,Connecticut, the Greater Cleveland area of Ohio, New England, and theCapital-Saratoga and Mid-Hudson regions of New York. The Company ownsand manages commercial printing operations in Connecticut andPennsylvania. The Company also owns JobsInTheUS, a network of sixpremier employment Web sites in New England. The Company wasincorporated on March  11,  1997 and became a publiclytraded company in May of 1997.

The Company has authorized1,000,000 shares of Preferred Stock, none of which were issued oroutstanding during the periods presented. The Company has a 52/53 weekfiscal year generally ending on the Sunday closest to the end of thecalendaryear.

2.    Summaryof Significant Accounting Policies

Principles ofConsolidation

The consolidated financial statements includethe accounts of the Company and all of its wholly-owned subsidiaries.All significant intercompany activity has been eliminated.

Use of Estimates

The preparation of financialstatements in conformity with accounting principles generally acceptedin the United States requires the Company to make estimates andjudgments that affect the reported amounts of assets, liabilities,revenues and expenses, and related disclosure of contingent assets andliabilities. On an on-going basis, the Company evaluates its estimates,including those related to bad debts, inventories, investments,remaining useful lives of long-lived assets, income taxes, pensions andother post-retirement benefits, as well as contingencies andlitigation. The Company bases its estimates on historical experienceand actuarial studies and on other assumptions that are believed to bereasonable and applicable under the circumstances, the results of whichform the basis for making judgments about the carrying values of assetsand liabilities that are not readily apparent from other sources. TheCompany re-evaluates its estimates on an on-going basis. Actual resultsmay differ from these estimates under different assumptions orconditions.

Critical Accounting Policies

Criticalaccounting policies for the Company involve its assessment of therecoverability of its long-lived assets, including goodwill and otherintangible assets, which are based on such factors as estimated futurecash flows and current fair value estimates of its operations. TheCompany’s accounting for pension and retiree medical benefitsrequires the use of various estimates concerning the work force,interest rates, plan investment return, and involves the use of advicefrom consulting actuaries. The Company’s accounting for incometaxes is sensitive to interpretation of various laws and regulationstherein, and to Company policy and determination as to the utilizationof net operating loss carryforwards available to offset theCompany’s future consolidated taxableincome.

Reclassifications

Certain prior yearbalance sheet, circulation revenue and expense items have beenreclassified to conform to the current year’s presentation. Thereclassifications have no effect on working capital, net income orearnings per share.

Fair Value of FinancialInstruments

The carrying amount of cash, cash equivalents,account receivable and accounts payable approximate fair value becauseof the short maturity of these financialinstruments.

52

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

2.    Summaryof Significant Accounting Policies (continued)

Cash and CashEquivalents

The Company considers all highly liquid debtinstruments purchased with a maturity of three months or less to becash equivalents. The carrying value of cash equivalents approximatesfair value due to the short-term maturity of theseinstruments.

Accounts Receivable and Allowance for DoubtfulAccounts

Accounts receivable consist primarily of amountsdue to the Company from normal business activities. Allowances fordoubtful accounts are reserves for the estimated loss from theinability to collect required payments from customers. The Company useshistorical experience as well as current market information indetermining this estimate. The Company writes-off accounts receivable,which are deemed uncollectible, on a specific identification basis. Ifthe financial condition of the Company’s customers were todeteriorate, resulting in an impairment of their ability to makepayments, additional allowances may be required. Credit losses havegenerally been within management’sexpectations.

Inventories

Inventories, consistingof newsprint, ink and supplies, are stated at the lower of cost(primarily the first-in, first-out method) ormarket.

Advertising Costs

Advertising costs areexpensed as incurred.

Accounting for Stock OptionPlan

The Company follows the intrinsic value method ofaccounting for Stock-Based employee compensation as prescribed byAccounting Principles Board Opinion No. 25, ‘‘Accountingfor Stock Issued to Employees’’ (‘‘APB25’’), and related interpretations in accounting for itsstock-based employee compensation. Under APB 25, no compensationexpense is recorded because the exercise price of Employee StockOptions equals the market price of the underlying stock on the date ofthe grant.

For purposes of pro forma disclosures, the estimatedfair value of the stock-based employee compensation is amortized toexpense over the vesting period for such stock-based employeecompensation. The Company's fiscal year pro forma information,had compensation costs for the Company’s stock incentive planbeen determined in accordance with SFAS No. 123,‘‘Accounting for Stock-Based Compensation’’(‘‘SFAS 123’’), is asfollows:

53

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

2.    Summaryof Significant Accounting Policies (continued)

(In thousands, except per shareamounts)

|                                                                                                                                          |  |               |        |               |  |              |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|---------------|--------|---------------|--|--------------|---------|---------|--|--------|---------|---------|--|--|
| Fiscalyear ended                                                                                                                         |  | Dec. 25, 2005 |        | Dec. 26, 2004 |  | Dec. 28,2003 |
| Net income asreported                                                                                                                    |  | $             | 46,868 |          |  | $            | 116,513 |    |  | $      | 71,990  |    |
| Add:Stock-based employee compensation expense included in reported netincome, net of related taxeffects                                  |  |          | 305    |          |  |         | 596     |    |  |   | — |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of related taxeffects |  |          | (4,853 | )        |  |         | (2,649  | )  |  |   | (2,685  | )  |
| Proforma netincome                                                                                                                       |  | $             | 42,320 |          |  | $            | 114,460 |    |  | $      | 69,305  |    |
| Netincome per share:                                                                                                                     |  |          |   |          |  |         |    |    |  |   |    |    |
| Asreported:                                                                                                                              |  |          |   |          |  |         |    |    |  |   |    |    |
| Basic                                                                                                                                    |  | $             | 1.13   |          |  | $            | 2.78    |    |  | $      | 1.75    |    |
| Diluted                                                                                                                                  |  | $             | 1.12   |          |  | $            | 2.74    |    |  | $      | 1.72    |    |
| Proforma:                                                                                                                                |  |          |   |          |  |         |    |    |  |   |    |    |
| Basic                                                                                                                                    |  | $             | 1.02   |          |  | $            | 2.73    |    |  | $      | 1.68    |    |
| Diluted                                                                                                                                  |  | $             | 1.01   |          |  | $            | 2.69    |    |  | $      | 1.66    |    |
|                                                                                                                                          |

OnOctober  27,  2005, the Compensation Committee of the Boardof Director’s of the Company approved the acceleration ofvesting of all unvested outstanding stock options to October27,  2005. In total the vesting of 1,445,960 outstanding stockoptions was accelerated. These stock options were awarded under theCompany’s 1997 Stock Incentive Plan (Amended and Restated). Allother terms and conditions of such outstanding stock options remainapplicable. Generally these options were scheduled to vest annuallyover 5 years beginning on the first anniversary of their grantdate.

In December  2004, the Financial AccountingStandards Board (‘‘FASB’’) issued Statement123(R), Share-Based Payment, which addresses the accounting forshare-based payment transactions and requires all share-based paymentsto employees, including grants of employee stock options, to berecognized in the financial statements based on their fair values. Thisstatement requires that share-based transactions be accounted for usinga fair-value-based method to recognize compensation expense. It alsorequires that the benefits of tax deductions in excess of recognizedcompensation cost be reported as a financing cash flow, rather than asan operating cash flow as was required under previousliterature.

The Company adopted this standard as of the beginningof 2006 using the modified prospective method. The adoption ofStatement 123(R) did not have an immediate impact on theCompany’s earnings due to the accelerated vesting in 2005, asdiscussed above. Had the Company adopted Statement 123(R) in priorperiods, the impact of that standard would have approximated the impactof Statement 123 as described above. The Company used the Black-Scholesoption-pricing model for its pro forma disclosures, and expects tocontinue to use this valuation model for new grants subsequent to theadoption of Statement 123(R).

Property andDepreciation

Property, plant and equipment are stated at costless any required impairment reserve. Maintenance and repairs arecharged to expense as incurred, while costs of major additions andbetterments are capitalized. Depreciation is provided for financialreporting purposes primarily on the straight-line method over thefollowing estimated usefullives:

|                          |  |              |  |  |  |  |
|--------------------------|--|--------------|--|--|--|--|
| Buildingsandimprovements |  | 5to 30 years |
| Machinery and equipment  |  | 3 to 30years |
|                          |

54

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

2.    Summaryof Significant Accounting Policies (continued)

Long-Lived Assets

Inaccordance with SFAS No. 144, ‘‘Accounting for theImpairment of Disposal of Long-Lived Assets,’’ theCompany reviews the recoverability of intangibles and other long-livedassets whenever events and circumstances indicate that the carryingamount may not be recoverable. This asset impairment review assessesthe fair value of the assets based on the future cash flows the assetsare expected to generate. An impairment loss is recognized whenestimated undiscounted future cash flows expected to result from theuse of the asset plus net proceeds expected from the disposition of theasset (if any) are less than the carrying value of the asset. Thisapproach uses estimates for future market growth, forecasted revenueand costs, remaining useful life and appropriate discount rates. Thecarrying amount of the long-lived asset is reduced by the differencebetween the carrying amounts and estimated fair value with acorresponding charge to expense.

Goodwill andOther Intangible Assets

Intangible assets recorded in connectionwith the acquisition of publications or businesses generally consist ofthe values assigned to subscriber lists, mastheads, non-competitioncovenants and the excess of cost over the fair value of identifiablenet assets of the publications or businesses acquired. These assets arecarried at the lower of unamortized cost or the amount expected to berecovered by projected future operations after considering attributablegeneral and administration expense. If, in the opinion of management,impairment in value occurs, any necessary write-downs will be chargedto expense in accordance with SFAS No. 142. The balance of intangibleassets at December  25,  2005 and December26,  2004 was comprised principally of debt issuance costs,customer and subscriber lists, non-compete covenants, mastheads and theexcess cost over the fair value of identifiable net assets of companiesacquired. Intangible assets excluding goodwill and mastheads are beingamortized using the straight-line method over a period of their usefullife (generally 3 to 15 years). Deferred financing costs associatedwith the Term Loans and the Revolving Credit Facility (as defined inNote 4, Long-Term Debt) are amortized to interest expense over theterms of such loans.

Income Taxes

The Companyuses the liability method of accounting for income taxes. Under thismethod, deferred tax assets and liabilities are determined based ondifferences between financial reporting and tax basis of assets andliabilities, and are measured using the currently enacted tax rates andlaws that are expected to be in effect when the differences areexpected to reverse. A valuation allowance is recorded against deferredtax assets when realization is not considered to be more likely thannot.

Revenue Recognition

Revenue is earnedfrom the sale of advertising, circulation and commercial printing.Advertising revenues are recognized, net of agency discounts, in theperiod when advertising is printed in the Company’s publicationsor placed on the Company’s Web sites. Circulation revenues arerecognized when purchased newspapers are distributed. Amounts receivedfrom customers in advance of revenue recognition are deferred asliabilities. Circulation revenues represent amounts charged tonewspaper readers or distributors reduced by the amount of discounts.Amounts charged for the Company’s newspapers vary among theCompany’s newspapers and depend on the type of sale, such assubscription or single copy and distributor arrangements.

TheCompany has reclassified certain circulation revenues and expensesrelated to discounts, promotions and carrier compensation in equalamounts, reflecting a change in the presentation of reporting ofcertain of the Company’s carrier compensation and certaindiscount and promotional items. The impact was a decrease incirculation revenues offset entirely by a decrease in operatingexpenses. This reclassification has no impact on operating income,income before taxes, or net income. In fiscal years 2005, 2004 and2003, the impact on circulation revenues was $4.1  million,$6.6  million and $6.9  million,respectively.

55

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

2.    Summaryof Significant Accounting Policies (continued)

Segment Reporting

As ofDecember  25,  2005, the Company published 27 dailynewspapers and 349 non-daily publications in the United States. TheCompany maintains operations and local management in the markets thatit serves. Newspapers are distributed through local distributionchannels consisting of contract carriers and single copy outlets. TheCompany conducts business in one operating segment. The operatingsegment consists of various operations aggregated into one segmentbecause the Company engages in the same essential business activitiesat each operation and because management believes it helps the readerunderstand the Company’s performance and is consistent with themanner in which the Company’s operations are managed. Thecombined operations have similar economic characteristics and eachoperation has similar products, services, customers, productionprocesses and distribution systems.

Concentrationof Credit Risk

In 2005, no single customer accounted for morethan one percent of total revenues or two percent of accountsreceivable. Approximately 18 percent of the Company’s employeesare employed under collective bargaining agreements. The Companyanticipates that collective bargaining agreements at 16 newspapers,representing approximately 38 percent of the employees covered bycollective bargaining agreements, will be renegotiated in 2006.

Derivative Risk Management Policy andStrategy

In accordance with the requirements of its CreditAgreement (as defined in Note 4, Long Term Debt), the Company isrequired to maintain certain Interest Rate Protection Agreements(‘‘IRPAs’’) on a portion of its debt, toreduce the potential exposure of the Company’s future cash flowsto fluctuations in variable interest rates on which the interest on theoutstanding debt is calculated. The minimum requirement variesdepending on the Company’s Total Leverage Ratio, as defined inthe Credit Agreement. From time to time, the Company may enter intoadditional IRPAs for nominal amounts on the outstanding debt that will,at a minimum, meet the requirements of the Credit Agreement. Each IRPAis designated for all or a portion of the principal balance and term ofa specific debt obligation.

Statement of Financial AccountingStandard No. 133, Accounting for Derivative Instruments and HedgingActivities (‘‘SFAS 133’’), as amendedby SFAS No. 137 and No. 138, specifies the accounting and disclosurerequirements for such instruments. In accordance with thesepronouncements, as of January  1,  2001, all effectivehedges, as defined, are recorded as an asset or liability with acorresponding offset to Other Comprehensive Income(‘‘OCI’’) in the equity section of thebalance sheet. Any ineffective portion of a hedging instrument ortrading derivative would be recorded as an asset or liability with acorresponding charge or credit to the income statement. The informationbelow describes the Company’s derivative risk management policyand strategy as required by SFAS 133, as amended.

Under SFAS 133,as amended, the fair market value of derivatives is reported as anadjustment to OCI. The IRPAs were fully effective in hedging thechanges in cash flows related to the debt obligation during the fiscalyears ended December  25,  2005 and December26,  2004. A total deferred gain of approximately $4.3million (net of deferred taxes of $3.0  million) was reported inOCI as of December  25,  2005 and a total deferred loss ofapproximately $26  thousand (net of $18  thousand ofdeferred taxes) as of December  26,  2004. Each IRPA isdesignated for all or a portion of the principal balance and term of aspecific debt obligation. From time to time, the Company may enter intoadditional IRPAs for nominal amounts on the outstanding debt that will,at a minimum, meet the requirements of the Credit Agreement.

TheCompany considers its current IRPAs to be highly effective cash flowhedges. The Company measures the effectiveness of each IRPA quarterly.As specified in SFAS 133, any gain or loss on the effective portion ofthe IRPA is recorded in OCI and the ineffective portion would berecorded directly to current earnings. Amounts in accumulated OCI arereclassified into earnings in the same period in 

56

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

2.    Summaryof Significant Accounting Policies (continued)

which the hedged transactions affectearnings. In the event of the early extinguishment of a designated debtobligation, any unrealized gain or loss included in OCI is recognizedin the income statement coincident with the extinguishment.

Pursuant to the requirements of the Credit Agreement, the Companyentered into certain interest rate hedges(‘‘Collars’’) that establish a baseinterest rate ceiling (‘‘CAP’’) and a baseinterest rate floor (‘‘Floor’’) at noinitial cost to the Company. In the event 90-day LIBOR exceeds the CAP,the Company will receive cash from the issuers to compensate for therate in excess of the CAP. If the 90-day LIBOR is lower than the Floor,the Company will pay cash to the issuers to compensate for the ratebelow the Floor. Each of the Collars is for a fixed notional amount setas forth below. As of December  25,  2005, the aggregatenotional amount of outstanding Collars in effect was $300million.

The following table summarizes the Company’sexisting Collars and contracts for Collars including those that have aneffective date occurring in the future, in each case at December25,  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  29,2005 |  |    | 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 |
|                  |

Pursuant to the terms of the Swaps, in theevent 90-day LIBOR exceeds the fixed interest rate, the Company willreceive cash from the issuers to compensate for the rate in excess ofthe fixed rate. If the 90-day LIBOR is lower than the fixed rate, theCompany will pay cash to the issuers to compensate for the rate belowthe fixed rate. As of December  25,  2005, the aggregatenotional amount of outstanding Swaps in effect was $260million.

The following table summarizes the Company’sexisting Swaps as of December  25,2005:

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

|  |
|--|
|  |  |
|  |

|     |                                                             |
|-----|-------------------------------------------------------------|
| (1) | Represents theremaining average of variable notionalamount. |

Self-Insurance

The Company isself-insured for a portion of its insurable risks, includingworkers’ compensation, employee benefits, and general liability.The Company analyzes its claims experience and consults with actuariesand administrators to determine an adequate liability for self-insuredclaims.

Recently Issued AccountingStandards

In November  2004, the Financial AccountingStandards Board (the ‘‘FASB’’) issued SFASNo. 151, ‘‘Inventory Costs — an Amendment of ARBNo. 43, Chapter 4.’’ This standard provides clarificationthat abnormal amounts of idle facility expense, freight, handlingcosts, and spoilage should be recognized as current-period charges.Additionally, this standard requires that allocation of fixedproduction overhead to the costs of conversion be based on the normalcapacity of the production facilities. The provisions of this standardare effective for inventory costs incurred during fiscal yearsbeginning after June  15,  2005. This standard is notexpected to have a material impact on the Company’s financialstatements.

In December  2004, the FASB issued SFAS No. 123(revised 2004), ‘‘Share-Based Payment’’(‘‘SFAS 123 (R)’’), which replaces SFAS No.123, ‘‘Accounting for Stock-BasedCompensation’’ (SFAS 123) and 

57

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

2.    Summaryof Significant Accounting Policies (continued)

supersedes APB 25. SFAS 123(R) requires allshare-based payments to employees, including grants of employee stockoptions, to be recognized in the financial statements based on theirfair values. The pro forma disclosure previously permitted under SFAS123 will no longer be an alternative to financial statementrecognition. In April  2005, the U.S. Securities and ExchangeCommission (the ‘‘SEC’’) announced adeferral of the effective date of SFAS 123(R) until the first interimor annual reporting period of the registrant’s first fiscal yearbeginning on or after June  15,  2005. SFAS(R) will becomeeffective for the Company beginning in the first fiscal quarter of2006.

In May  2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections. A Replacement of APB OpinionNo. 20 and FASB Statement No. 3 (‘‘SFAS154’’). SFAS 154 requires retrospective application toprior periods’ financial statements for changes in accountingprinciple, unless it is impracticable to determine either theperiod-specific effects or the cumulative effect of the change. SFAS154 also requires that retrospective application of a change inaccounting principle be limited to the direct effects of the change.Indirect effects of a change in accounting principle, such as a changein non-discretionary profit-sharing payments resulting from anaccounting change, should be recognized in the period of the accountingchange. SFAS 154 also requires that a change in depreciation,amortization, or depletion method for long-lived, non-financial assetsbe accounted for as a change in accounting estimate affected by achange in accounting principle. SFAS 154 is effective for accountingchanges and corrections of errors made in fiscal years beginning afterDecember  15,  2005 and the Company will adopt in fiscal2006 and expects no material accounting changes or corrections oferrors.

3.Intangible and 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 has performed the annual impairment tests as of the firstday of the fourth quarter of each of fiscal years 2005, 2004 and 2003,and a determination was made that such assets were not impaired.

Changes in the carrying amounts of intangible assets are asfollows:

|                                              |  |                    |           |                         |  |        |         |         |  |                         |         |        |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|----------------------------------------------|--|--------------------|-----------|-------------------------|--|--------|---------|---------|--|-------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                         |  | Asof Dec. 25, 2005 |           | As of Dec. 26,2004      |
| Inthousands                                  |  | Gross              |           | AccumulatedAmortization |  | Net    |         | Gross   |  | AccumulatedAmortization |         | Net    |
| Intangibleassets subjectto                   |  |               |      |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |
| amortization:                                |  |               |      |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |   |    |   |
| Customerand subscriberlists                  |  | $                  | 9,657     |                    |  | $      | (7,579  | )  |  | $                       | 2,078   |   |  | $      | 9,657   |   |  | $      | (5,934  | )  |  | $      | 3,723   |   |
| Non-competecovenants                         |  |               | 4,317     |                    |  |   | (2,269  | )  |  |                    | 2,048   |   |  |   | 4,317   |   |  |   | (1,832  | )  |  |   | 2,485   |   |
| Debtissuancecosts                            |  |               | 11,616    |                    |  |   | (1,996  | )  |  |                    | 9,620   |   |  |   | 11,908  |   |  |   | (559    | )  |  |   | 11,349  |   |
| Total                                        |  | $                  | 25,590    |                    |  | $      | (11,844 | )  |  | $                       | 13,746  |   |  | $      | 25,882  |   |  | $      | (8,325  | )  |  | $      | 17,557  |   |
| Intangibleassets not subject toamortization: |  |               |      |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |   |    |   |
| Goodwill                                     |  | $                  | 842,791   |                    |  | $      | (63,210 | )  |  | $                       | 779,581 |   |  | $      | 835,893 |   |  | $      | (63,210 | )  |  | $      | 772,683 |   |
| Mastheads                                    |  |               | 137,900   |                    |  |   | (92     | )  |  |                    | 137,808 |   |  |   | 137,900 |   |  |   | (92     | )  |  |   | 137,808 |   |
| Total                                        |  | $                  | 980,691   |                    |  | $      | (63,302 | )  |  | $                       | 917,389 |   |  | $      | 973,793 |   |  | $      | (63,302 | )  |  | $      | 910,491 |   |
| Totalgoodwill and other intangibleassets     |  | $                  | 1,006,281 |                    |  | $      | (75,146 | )  |  | $                       | 931,135 |   |  | $      | 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.Mastheads are included in 

58

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

3.Intangible and Other Assets (continued)

other intangible assets on the balance sheet.For fiscal years 2005, 2004 and 2003, amortization expense forintangible assets was approximately $3.5  million, $2.1million, and $1.4  million, respectively. The amortizationexpense related to capitalized debt issuance cost is recorded asinterest expense on the Consolidated Statements ofIncome.

Estimated amortization expense, including amounts chargedto interest expense related to debt issuance costs, for each of thefive succeeding fiscal years for identifiable intangible assets andother assets is as follows (inthousands):

|            |  |        |       |        |  |  |
|------------|--|--------|-------|--------|--|--|
| 2006       |  | $      | 3,087 |   |
| 2007       |  |   | 2,411 |   |
| 2008       |  |   | 1,902 |   |
| 2009       |  |   | 1,864 |   |
| 2010       |  |   | 1,734 |   |
| Thereafter |  |   | 2,748 |   |
|            |

Thechanges in the carrying amount of goodwill during fiscal years 2005 and2004 are asfollows:

|                                     |  |               |         |               |  |        |         |         |  |  |
|-------------------------------------|--|---------------|---------|---------------|--|--------|---------|---------|--|--|
|                                |  | Dec.25,  2005 |         | Dec.  26,2004 |
| (Inthousands)                       |  |          |    |          |  |   |    |    |
| Beginningbalance                    |  | $             | 772,683 |          |  | $      | 491,833 |    |
| Goodwillacquired duringyear         |  |          | 14,891  |          |  |   | 284,111 |    |
| Adjustments,principally taxbenefits |  |          | (7,993  | )        |  |   | (3,261  | )  |
| Endingbalance                       |  | $             | 779,581 |          |  | $      | 772,683 |    |
|                                     |

Theadjustments to goodwill are related to the finalization of theCompany’s purchase accounting, in connection with certain of itsacquisitions.

Included in other assets is the Company’scost basis investment, in the amount of $2,078 in both 2005 and 2004,in PowerOne Media, Inc. (‘‘PowerOne’’), aprovider of classified advertising on the Internet. PowerOne wascreated as a result of the merger in November  2001 betweenPowerAdz, LLC (‘‘PowerAdz’’) and AdOne, LLC(‘‘AdOne’’). The Company was an investor inAdOne prior to the merger. In the ordinary course of business, theCompany has related party sales with PowerOne, which amounted toapproximately $3.3  million, $3.4  million and $4.0million for fiscal years 2005, 2004 and 2003,respectively.

4. Long-TermDebt (Senior Debt)

Debt and interest ratederivatives. The Company entered into a credit agreement onAugust  12,  2004 with a group of lenders, led by JPMorganChase Bank as administrative agent (the ‘‘CreditAgreement’’). The Credit Agreement provides for (i) twosecured term-loan facilities (‘‘Term LoanA’’ and ‘‘Term Loan B’’ orcollectively, the ‘‘Term Loans’’), withTerm Loan A having a face amount of $275  million and Term Loan Bhaving a face amount of $350  million, and (ii) a securedrevolving credit facility (the ‘‘Revolving CreditFacility’’) of $425  million. The Credit Agreementalso provides for an uncommitted, multiple-draw term-loan facility (the‘‘Incremental Facility’’) in the amount ofup to $500  million, as permitted by the administrative agent, tobe repaid under conditions provided for in the CreditAgreement. To date, the Company has not drawn down on theIncremental Facility. As of December  25,  2005, themaximum availability under the Revolving Credit Facility was$295.2  million (including the impact of $6.6  million inoutstanding letters of credit issued under the Credit Agreement), withapproximately $175  million currently available based on theterms of the Credit Agreement.

Term Loan A and Term Loan B matureon November  12,  2011 and August  12,  2012,respectively, and the Revolving Credit Facility matures onNovember  12,  2011. The Term Loans are repayable inquarterly 

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

4. Long-TermDebt (Senior Debt) (continued)

installments commencing in December2006 and the availability of the Revolving Credit Facility is subjectto certain quarterly reductions that commence in December2009.

The amounts outstanding under the Credit Agreement bearinterest at (i) 1.5 percent to 0.625 percent above LIBOR (as defined inthe Credit Agreement) or (ii) 0.25 percent to 0 percent above thehigher of (a) the Prime Rate (as defined in the Credit Agreement) or(b) 0.5 percent above the Federal Funds Rate (as defined in the CreditAgreement). The interest rate spreads (‘‘the applicablemargins’’) are dependent upon the ratio of theCompany’s debt to the Company’s trailing four quartersCash Flow (as defined in the Credit Agreement) and are reduced orincreased as such ratio declines or increases, respectively. Theestimated fair value of the Term Loans and Revolving Credit Facilityapproximates their carrying value. 

An annual commitment fee isincurred on the average daily unused portion of the Revolving CreditFacility, payable quarterly in arrears, at a percentage that variesfrom 0.375 percent to 0.250 percent based on the quarterly calculationof the Total Leverage Ratio. At December  25,  2005, theCompany’s commitment fee was 0.375 percent.

In accordancewith the requirements of the Credit Agreement, the Company is requiredto maintain certain Interest Rate Protection Agreements(‘‘IRPAs’’) on a portion of its debt toreduce the potential exposure of the Company’s future cash flowsto fluctuations in variable interest rates. The minimum requirementvaries depending on the Company’s Total Leverage Ratio, asdefined in the Credit Agreement. See Note 2 of Notes to ConsolidatedFinancial Statements.

The Term Loans and Revolving CreditFacility are secured by substantially all of the assets of the Companyand the common stock and assets of the Company’s subsidiaries.The Term Loans and Revolving Credit Facility require compliance withcertain covenants, including the maintenance of certain financialratios, which may restrict, among other things, the Company’sability to declare dividends, repurchase Company stock, incuradditional indebtedness, create liens, sell assets, consummate mergersand make capital expenditures, investments and acquisitions. As ofDecember  25,  2005, the Company was in compliance with thefinancial covenants contained in the Credit Agreement.

TheCompany’s long-term debt as of December  25,  2005and December  26,  2004 was comprised of thefollowing:

|                                                    |  |        |         |        |  |        |         |        |  |  |
|----------------------------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| Inthousands                                        |  | 2005   |         | 2004   |
| Term LoanA                                         |  | $      | 275,000 |   |  | $      | 275,000 |   |
| Term LoanB                                         |  |   | 350,000 |   |  |   | 350,000 |   |
| Revolving CreditFacility                           |  |   | 123,200 |   |  |   | 153,300 |   |
| Totallong-term debt                                |  |   | 748,200 |   |  |   | 778,300 |   |
| Less:current portion (See amended CreditAgreement) |  |   | 7,500   |   |  |   | — |   |
| Totallong-term debt, less currentportion           |  | $      | 740,700 |   |  | $      | 778,300 |   |
|                                                    |

SubsequentEvent — Amended Credit Agreement. On January25,  2006, the Company, amended and restated its existing CreditAgreement, dated August  12,  2004, pursuant to an Amendedand Restated Credit Agreement (the ‘‘Amended CreditAgreement’’) with JPMorgan Chase Bank, N.A. asAdministrative Agent, J.P. Morgan Securities Inc. as Sole Lead Arrangerand Sole Bookrunner, SunTrust Bank and Wachovia Bank, N.A. asCo-Syndication Agents and Bank of America, N.A. and The Royal Bank ofScotland PLC as Co-Documentation Agents and the several banks and otherfinancial institutions who became parties thereto as lenders. OnJanuary  25,  2006, the Company borrowed $625million in Term Loan A and $130.5  million in revolving creditloans under the Amended Credit Agreement. These borrowings were used torepay term loans and revolving credit loans outstanding under theCredit Agreement, to pay fees and expenses in connection with theAmended Credit Agreement, and for general corporate purposes. TheAmended Credit Agreement allows the Company to borrow up to anadditional $244.5  million in revolving credit loans, subject tothe terms of the Credit Agreement. In addition, an 

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

4. Long-TermDebt (Senior Debt) (continued)

incremental loan facility is also madeavailable under the Amended Credit Agreement in the maximum amount of$500  million, subject to the terms and conditions of the CreditAgreement. The lenders have no obligation to make additional loans tothe Company under the incremental loan facility, but may enter intothese commitments in their sole discretion.

The Amended CreditAgreement is an amendment and restatement of the Credit Agreement and,therefore, contains substantially similar terms as the Credit Agreementexcept that, among other changes and in addition to the terms describedabove, the Term Loan B under the Credit Agreement have been eliminatedand the Term Loan A commitment has been increased by $350million. The amortization period for the Term Loan A has been extended.The commitment fee on the currently available and unused revolvingcredit loans has been reduced by 0.125 percent and the interest rateson outstanding loans based on London Interbank Offered Rates have beenreduced by 0.25 percent to 0.50 percent, subject to the terms andconditions of the Credit Agreement. The borrowings currentlyoutstanding under the Amended Credit Agreement bear interest based oneither various London Interbank Offered Rates (determined daily) plus1.00 percent or the Prime Rate.

The Amended Credit Agreementprovides for mandatory prepayments with the proceeds of certaindispositions and casualty events and with specified percentages ofexcess cash flow (as that term is defined in the agreement). Inaddition, the full amount of the borrowings may become immediately duefollowing events of default by the Company or its subsidiaries asspecified, and the Company may prepay borrowings without premium orpenalty in accordance with the provisions of the Amended CreditAgreement.

Pursuant to the terms of the Amended Credit Agreement,the Company will be required to maintain specified financial ratios,and will also be subject to specified operational limitations,including, among others, limitations on its ability to incur additionalindebtedness, to make certain fundamental company changes (such asmergers and dispositions of assets), to make dividends anddistributions on the Company’s capital stock, and to undertakecertain capital expenditures. The Company will also be required, amongother things, to maintain Interest Rate Protection Agreements on aportion of its outstanding indebtedness.

The borrowings are fullyand unconditionally guaranteed by each of the Company’ssubsidiaries. The Company and its guarantor subsidiaries have pledgedsubstantially all of their assets to secure the borrowings.

TheCompany will be required to pay down the principal amount of the termloan in quarterly installments starting on December  29,2006 and ending with a payment of $340  million on August12,  2012. The first four quarterly installments will be$7.5  million per quarter, the next four will be $10million per quarter, the next four will be $12.5  million perquarter, and the remaining eleven quarterly installments will be$15  million per quarter. Interest and commitment fees will bepayable quarterly or at the end of selected interest periods.

Inconnection with this refinancing, the Company expects to write-offapproximately $5.7  million of deferred loan costs associatedwith the Credit Agreement. This will be a non-cash item reflected inthe Company’s first quarter 2006 financialstatements.

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

4. Long-TermDebt (Senior Debt) (continued)

The aggregate maturities payable underthe refinanced Term Loan A for the following fiscal years are asfollows (inthousands):

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

Theinitial availability of $375  million of the Revolving CreditFacility under the Amended Credit Agreement is available untilAugust  12,  2012.

5.    StockPlans

Stock Incentive Plan

During 1997, theCompany’s Board of Directors (the‘‘Board’’) adopted, and theCompany’s stockholders approved, the Company’s 1997 StockIncentive Plan (the ‘‘1997 Plan’’). The1997 Plan, as amended, authorizes grants of up to 7,383,750 shares ofCommon Stock through: (i) incentive stock options and non-qualifiedstock options (in each case, with or without stock appreciation rights)to acquire common stock; (ii) awards of restricted shares of CommonStock; and (iii) stock units to such directors, officers and otheremployees of, and consultants to, the Company and its subsidiaries andaffiliates as may be designated by the Compensation Committee of theBoard or such other committee of the Board as the Board maydesignate.

Incentive stock options are granted at no less thanfair market value of the common stock on the date of grant. The optionprice per share of common stock for all other stock options isestablished by the Compensation Committee of the Board. Stock optionsgenerally vest evenly over a five year period at a rate of 20 percentper year commencing on the first anniversary after issuance, continuingthrough the fifth anniversary, at which time 100 percent may beexercised. These options generally expire ten years afterissuance.

On October  27,  2005, the Company amendedcertain option award agreements to accelerate vesting of approximately1.4  million options for which the exercise price was above thethen current market price. An additional compensation charge ofapproximately $12  thousand was recognized for the portion ofsuch accelerated options, which were unvested ‘‘in themoney’’ options.

The following table summarizesthe Company’s stock option activity for the fiscal yearspresented:

|                                                               |  |                 |           |                               |  |                 |        |                               |  |                 |           |                               |  |        |        |        |  |        |           |        |  |        |        |        |  |  |
|---------------------------------------------------------------|--|-----------------|-----------|-------------------------------|--|-----------------|--------|-------------------------------|--|-----------------|-----------|-------------------------------|--|--------|--------|--------|--|--------|-----------|--------|--|--------|--------|--------|--|--|
|                                                          |  | Dec.25, 2005    |           | Dec. 26, 2004                 |  | Dec. 28,2003    |
|                                                          |  | NumberofOptions |           | Weighted-AverageExercisePrice |  | NumberofOptions |        | Weighted-AverageExercisePrice |  | NumberofOptions |           | Weighted-AverageExercisePrice |
| Outstanding– beginning ofyear                           |  |            | 5,010,285 |                          |  | $               | 18.43  |                          |  |            | 5,199,412 |                          |  | $      | 18.13  |   |  |   | 5,068,454 |   |  | $      | 17.82  |   |
| Granted                                                       |  |            | 402,400   |                          |  |            | 16.95  |                          |  |            | 435,038   |                          |  |   | 19.41  |   |  |   | 743,275   |   |  |   | 17.63  |   |
| Exercised                                                     |  |            | 29,030    |                          |  |            | 15.14  |                          |  |            | 414,150   |                          |  |   | 14.95  |   |  |   | 497,349   |   |  |   | 14.21  |   |
| Forfeited                                                     |  |            | 164,995   |                          |  |            | 19.07  |                          |  |            | 210,015   |                          |  |   | 19.92  |   |  |   | 114,968   |   |  |   | 18.10  |   |
| Outstanding– end ofyear                                 |  |            | 5,218,660 |                          |  | $               | 18.31  |                          |  |            | 5,010,285 |                          |  | $      | 18.43  |   |  |   | 5,199,412 |   |  | $      | 18.13  |   |
| Exercisableat end ofyear                                      |  |            | 5,217,160 |                          |  | $               | 18.31  |                          |  |            | 3,300,755 |                          |  | $      | 18.37  |   |  |   | 3,111,879 |   |  | $      | 18.34  |   |
| Weighted-averagefair value of options granted during the year |  | $               | 4.98      |                          |  |            |   |                          |  | $               | 6.41      |                          |  |   |   |   |  | $      | 5.62      |   |  |   |   |   |
|                                                               |

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

5.    StockPlans (continued)

Further information about stock optionsoutstanding at December  25,  2005 is asfollows:

|                         |  |                   |           |                                                  |  |                               |     |                   |  |                               |       |        |  |        |           |        |  |        |       |        |  |  |
|-------------------------|--|-------------------|-----------|--------------------------------------------------|--|-------------------------------|-----|-------------------|--|-------------------------------|-------|--------|--|--------|-----------|--------|--|--------|-------|--------|--|--|
| Rangeof Exercise Prices |  | NumberOutstanding |           | Weighted-AverageRemainingContractualLife (years) |  | Weighted-AverageExercisePrice |     | NumberExercisable |  | Weighted-AverageExercisePrice |
| $14.00 –16.00     |  |              | 1,841,179 |                                             |  |                          | 4.2 |              |  | $                             | 14.99 |   |  |   | 1,841,179 |   |  | $      | 14.99 |   |
| $16.01–18.00      |  |              | 1,018,485 |                                             |  |                          | 8.1 |              |  |                          | 17.31 |   |  |   | 1,016,985 |   |  |   | 17.31 |   |
| $18.01–20.00      |  |              | 392,208   |                                             |  |                          | 8.4 |              |  |                          | 19.38 |   |  |   | 392,208   |   |  |   | 19.38 |   |
| $20.01–22.50      |  |              | 1,966,788 |                                             |  |                          | 3.4 |              |  |                          | 21.73 |   |  |   | 1,966,788 |   |  |   | 21.73 |   |
|                    |  |              | 5,218,660 |                                             |  |                          | 5.0 |              |  | $                             | 18.31 |   |  |   | 5,217,160 |   |  | $      | 18.31 |   |
|                         |

In2005, the Company issued an aggregate of 96,999 restricted stock unitspursuant to the 1997 Plan. These restricted stock units were issued inlieu of all or a portion of the stock options that would have beengranted to the recipients. Of these restricted stock units, 10,325 wereissued to directors of the Company and vest monthly over a twelve-monthperiod, and the remainder were issued to employees and vest based onthe achievement of performance-based milestones.

The Companyadopted the disclosure requirements of SFAS No. 123 as amended by SFASNo. 148. Accordingly, the Company discloses pro forma net income andearnings per share determined as if the Company had accounted for itsstock-based employee compensation under the fair value method of thatstatement. The fair value of stock options was estimated at the date ofgrant using a Black-Scholes option pricing model assuming a weightedaverage risk-free interest rate of 4.10 percent, 4.58 percent and 3.02percent, and expected common stock market price volatility factors of0.14, 0.18 and 0.22 for the years 2005, 2004 and 2003, respectively. Aseven-year weighted average expected life of each optiongranted.

The Black-Scholes option valuation model was developedfor use in estimating the fair value of traded options that have novesting restrictions and are fully transferable. In addition, optionvaluation models require the input of highly subjective assumptionsincluding the expected stock price volatility. Because theCompany’s employee stock options have characteristicssignificantly different from those of traded options, and becausechanges in the subjective input assumptions can materially affect thefair value estimate, in management’s opinion, the existingmodels do not necessarily provide a reliable single measure of the fairvalue of its employee stock options.

Stock Rights Plan

Effective July  17,  2001, the Company adopted aStockholder Rights Plan (the ‘‘Plan’’) anddeclared a dividend of one preferred share purchase right (the‘‘Rights’’) on each outstanding share ofthe Company’s common stock held by stockholders of record onJuly  27,  2001. The rights are exercisable if a person orgroup acquires 15 percent or more of the Company’s common stock,or commences a tender or exchange offer with that goal. The rights willexpire on July  27,2011.

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

6.    EarningsPer Common Share

The following table sets forth the computationof weighted-average shares outstanding for calculating basic anddiluted earnings per share for the fiscal yearsended:

Inthousands

|                                       |  |               |        |               |  |              |        |        |  |        |        |        |  |  |
|---------------------------------------|--|---------------|--------|---------------|--|--------------|--------|--------|--|--------|--------|--------|--|--|
| Fiscalyear ended                      |  | Dec. 25, 2005 |        | Dec. 26, 2004 |  | Dec. 28,2003 |
| Weighted-average shares – basic |  |          | 41,429 |          |  |         | 41,907 |   |  |   | 41,245 |   |
| Effectof dilutivesecurities:          |  |          |   |          |  |         |   |   |  |   |   |   |
| Employeestockoptions                  |  |          | 318    |          |  |         | 567    |   |  |   | 589    |   |
| Weighted-averageshares –diluted |  |          | 41,747 |          |  |         | 42,474 |   |  |   | 41,834 |   |
|                                       |

Optionsto purchase the Company’s common stock that were not included inthe computation of the diluted earnings per share because theoptions’ exercise price per share was greater than the averagemarket price of the common shares during each of the periods presentedbelow (in thousands, except per shareamounts):

|            |  |         |       |                     |  |                 |  |  |  |  |
|------------|--|---------|-------|---------------------|--|-----------------|--|--|--|--|
| FiscalYear |  | Options |       | Exercise PriceRange |
| 2005       |  |    | 2,977 |                |  | $17.55to $22.50 |
| 2004       |  |    | 2,018 |                |  | $20.00 to$22.50 |
| 2003       |  |    | 2,176 |                |  | $18.00 to$22.50 |
|            |

7. Pensionand Other Post-retirement Benefit Plans

The Company and itssubsidiaries maintain certain defined benefit pension plans. Thebenefits are based on years of service and employee compensation,primarily on career average pay. The Company’s funding policy isto contribute annually an amount that can be deducted for federalincome tax purposes using assumptions that differ from those used forfinancial reporting. Assets of the plans consist principally ofshort-term investments, annuity contracts, equity securities andcorporate and U.S. Government obligations. The Company uses informationas of September  30 to measure the value of pension plan assetsand obligations. Certain of the Company’s subsidiaries alsoprovide retiree health and life insurance benefits.

The fairvalue of the pension plan assets at the end of year was approximately$106.8  million. The asset allocation for Company-sponsoredpension plans at the end of the 2005 and 2004 plan years, by assetcategory, is presented in the tablebelow.

|                       |  |                         |     |         |  |        |     |         |  |  |
|-----------------------|--|-------------------------|-----|---------|--|--------|-----|---------|--|--|
|                  |  | Allocationof PlanAssets |
|                  |  | 2005                    |     | 2004    |
| Equitysecurities      |  |                    | 74  | %  |  |   | 71  | %  |
| Fixedincomesecurities |  |                    | 20  | %  |  |   | 27  | %  |
| Cash                  |  |                    | 6   | %  |  |   | 2   | %  |
| Total                 |  |                    | 100 | %  |  |   | 100 | %  |
|                       |

Theequity investments are diversified across U.S. and non-U.S. stocks. TheCompany employs a total return investment approach in its investmentstrategy whereby a mix of equities and fixed income investments areused to maximize the long-term return on plan assets for a prudentlevel of risk. Risk tolerance is established through consideration ofplan liabilities, plan funded status and the Company’s financialcondition. The long-term rate of return for plan assets is determinedby consideration of the current asset mix, historical returns and peerdata analysis.

The Company contributed $277,529 to its pensionplans in the 2005 fiscal year and expects to contribute approximately$139,000 in 2006. For the post-retirement health and life insuranceplans, the Company contributed $342,059 in fiscal year 2005 and expectsto contribute approximately $429,000 in fiscal year2006.

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

7. Pensionand Other Post-retirement Benefit Plans (continued)

The following table sets forth theplans’ funded status and the amount recognized in theCompany’s consolidated balancesheet:

|                                                                                                  |  |                 |         |               |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------------------------------------------------------------|--|-----------------|---------|---------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                             |  | PensionBenefits |         | OtherBenefits |
| Inthousands                                                                                      |  | 2005            |         | 2004          |  | 2005   |         | 2004    |
| Changein BenefitObligation                                                                       |  |            |    |          |  |   |    |    |  |   |    |    |  |   |    |    |
| Benefitobligation at beginning ofyear                                                            |  | $               | 107,054 |          |  | $      | 97,181  |    |  | $      | 4,665   |    |  | $      | 4,117   |    |
| Servicecost                                                                                      |  |            | 2,797   |          |  |   | 2,251   |    |  |   | 21      |    |  |   | 8       |    |
| Interestcost                                                                                     |  |            | 6,258   |          |  |   | 6,016   |    |  |   | 265     |    |  |   | 257     |    |
| Actuarialloss                                                                                    |  |            | 5,194   |          |  |   | 2,143   |    |  |   | 381     |    |  |   | 163     |    |
| Benefitspaid                                                                                     |  |            | (5,640  | )        |  |   | (5,201  | )  |  |   | (342    | )  |  |   | (463    | )  |
| Businesscombinations                                                                             |  |            | — |          |  |   | 4,664   |    |  |   | — |    |  |   | 583     |    |
| Benefitobligation at end ofyear                                                                  |  | $               | 115,663 |          |  | $      | 107,054 |    |  | $      | 4,990   |    |  | $      | 4,665   |    |
| Changein PlanAssets                                                                              |  |            |    |          |  |   |    |    |  |   |    |    |  |   |    |    |
| Fairvalue of trust assets at beginning ofyear                                                    |  | $               | 97,286  |          |  | $      | 87,490  |    |  | $      | — |    |  | $      | — |    |
| Actualreturn on planassets                                                                       |  |            | 10,826  |          |  |   | 11,691  |    |  |   | — |    |  |   | — |    |
| Employercontributions                                                                            |  |            | 4,294   |          |  |   | — |    |  |   | 342     |    |  |   | 463     |    |
| Benefitspaid                                                                                     |  |            | (5,640  | )        |  |   | (5,201  | )  |  |   | (342    | )  |  |   | (463    | )  |
| Businesscombinations                                                                             |  |            | — |          |  |   | 3,306   |    |  |   | — |    |  |   | — |    |
| Fairvalue of trust assets at end ofyear                                                          |  | $               | 106,766 |          |  | $      | 97,286  |    |  | $      | — |    |  | $      | — |    |
| Reconciliationof FundedStatus                                                                    |  |            |    |          |  |   |    |    |  |   |    |    |  |   |    |    |
| Fundedstatus                                                                                     |  | $               | (8,897  | )        |  | $      | (9,768  | )  |  | $      | (4,990  | )  |  | $      | (4,665  | )  |
| Unrecognizednet:                                                                                 |  |            |    |          |  |   |    |    |  |   |    |    |  |   |    |    |
| Transition(asset)/obligation                                                                     |  |            | — |          |  |   | — |    |  |   | — |    |  |   | — |    |
| Priorservicecost                                                                                 |  |            | (395    | )        |  |   | (747    | )  |  |   | — |    |  |   | (67     | )  |
| Actuarialloss/(gain)                                                                             |  |            | 30,141  |          |  |   | 29,057  |    |  |   | (3,278  | )  |  |   | (4,146  | )  |
| Contributionsafter measurementdate                                                               |  |            | 23      |          |  |   | 4,039   |    |  |   | — |    |  |   | — |    |
| Netamountrecognized                                                                              |  | $               | 20,872  |          |  | $      | 22,581  |    |  | $      | (8,268  | )  |  | $      | (8,878  | )  |
| AmountsRecognized in Statement of FinancialPosition                                              |  |            |    |          |  |   |    |    |  |   |    |    |  |   |    |    |
| Prepaidbenefitcost                                                                               |  | $               | — |          |  | $      | — |    |  | $      | — |    |  | $      | — |    |
| Accruedliability                                                                                 |  |            | (7,017  | )        |  |   | (3,470  | )  |  |   | (8,268  | )  |  |   | (8,878  | )  |
| Accumulatedother comprehensiveexpense                                                            |  |            | 27,889  |          |  |   | 26,051  |    |  |   | N/A     |    |  |   | N/A     |    |
| Netamountrecognized                                                                              |  | $               | 20,872  |          |  | $      | 22,581  |    |  | $      | (8,268  | )  |  | $      | (8,878  | )  |
| SeparateDisclosures for Pension Plans with Accumulated Benefit Obligation inExcess of PlanAssets |  |            |    |          |  |   |    |    |  |   |    |    |  |   |    |    |
| Projectedbenefit obligation at end ofyear                                                        |  | $               | 115,663 |          |  | $      | 107,054 |    |  |   | N/A     |    |  |   | N/A     |    |
| Accumulatedbenefit obligation at end ofyear                                                      |  |            | 113,806 |          |  |   | 104,763 |    |  |   | N/A     |    |  |   | N/A     |    |
| Fairvalue of assets at end ofyear                                                                |  |            | 106,766 |          |  |   | 97,286  |    |  |   | N/A     |    |  |   | N/A     |    |
|                                                                                                  |

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

7. Pensionand Other Post-retirement Benefit Plans (continued)

|                                                                                                   |  |                 |         |               |     |        |         |         |  |        |         |            |  |        |         |            |  |  |
|---------------------------------------------------------------------------------------------------|--|-----------------|---------|---------------|-----|--------|---------|---------|--|--------|---------|------------|--|--------|---------|------------|--|--|
|                                                                                              |  | PensionBenefits |         | OtherBenefits |
| Inthousands                                                                                       |  | 2005            |         | 2004          |     | 2005   |         | 2004    |
| Components of NetPeriodic BenefitCost                                                             |  |            |    |          |     |   |    |    |  |   |    |       |  |   |    |       |
| Servicecost                                                                                       |  | $               | 2,797   |          |     | $      | 2,251   |    |  | $      | 21      |       |  | $      | 8       |       |
| Interestcost                                                                                      |  |            | 6,258   |          |     |   | 6,016   |    |  |   | 265     |       |  |   | 257     |       |
| Expectedreturn on planassets                                                                      |  |            | (8,266  | )        |     |   | (7,315  | )  |  |   | — |       |  |   | — |       |
| Amortizationofnet:                                                                                |  |            |    |          |     |   |    |    |  |   |    |       |  |   |    |       |
| Transitionobligation                                                                              |  |            | — |          |     |   | (2      | )  |  |   | — |       |  |   | — |       |
| Priorservicecost                                                                                  |  |            | (352    | )        |     |   | (356    | )  |  |   | (67     | )     |  |   | (93     | )     |
| Actuarialloss/(gain)                                                                              |  |            | 1,550   |          |     |   | 1,961   |    |  |   | (487    | )     |  |   | (307    | )     |
| Netperiodic benefitcost                                                                           |  | $               | 1,987   |          |     | $      | 2,555   |    |  | $      | (268    | )     |  | $      | (135    | )     |
| Componentsof Other ComprehensiveExpense/(Income)                                                  |  |            |    |          |     |   |    |    |  |   |    |       |
| Decreasein intangibleasset                                                                        |  | $               | — |          |     | $      | — |    |  | N/A    |         | N/A        |
| Increase/(decrease) in additional minimumliability                                                |  |            | 1,838   |          |     |   | (4,067  | )  |  | N/A    |         | N/A        |
| Other ComprehensiveExpense/(Income)                                                               |  | $               | 1,838   |          |     | $      | (4,067  | )  |  | N/A    |         | N/A        |
|                                                                                              |  |            |    |          |     |   |    |    |  |   |         |       |
| WeightedAverage Assumptions Used to Determine Benefit Obligations atSeptember30                   |  |            |    |          |     |   |    |    |  |   |         |       |
| Discountrate                                                                                      |  |            | 5.50    | %        |     |   | 6.00    | %  |  | 5.50%  |         | 6.00%      |
| Rateof compensationincrease                                                                       |  |            | 3.00    | %        |     |   | 3.00    | %  |  | 3.00%  |         | 3.00%      |
| WeightedAverage Assumptions Used to Determine Net Periodic Benefit Cost forYears Ended December25 |  |            |    |          |     |   |    |    |  |   |         |       |
| Discountrate                                                                                      |  |            | 6.00    | %        |     |   | 6.25    | %  |  | 6.00%  |         | 6.25%      |
| Expectedreturn on planassets                                                                      |  |            | 8.50    | %        |     |   | 8.50    | %  |  | N/A    |         | N/A        |
| Rateof compensationincrease                                                                       |  |            | 3.00    | %        |     |   | 3.00    | %  |  | 3.00%  |         | 3.00%      |
|                                                                                              |  |            |    |          |     |   |    |    |  |   |         |       |
| AssumedHealth Care Cost Trend Rates at December25                                                 |  |            |    |          |     |   |    |    |  |   |         |       |
| Healthcare cost trend rate assumed for next year (initialrate)                                    |  | N/A             |         |          | N/A |   |         | 10.00%  |  | 9.00%  |
| Rateto which the cost trend rate is assumed to decline (ultimaterate)                             |  |            | N/A     |          |     |   | N/A     |    |  | 5.25%  |         | 5.25%      |
| Yearthat the rate reaches the ultimaterate                                                        |  |            | N/A     |          |     |   | N/A     |    |  | 2011   |         | 2009       |
| Effectof a Change in the Assumed Rate of Increase in Health BenefitCosts                          |  |            |    |          |     |   |    |    |  |   |         |       |
| Effectof a one percent increaseon                                                                 |  |            |    |          |     |   |    |    |  |   |         |       |
| Totalof service cost and interestcost                                                             |  |            | N/A     |          |     |   | N/A     |    |  | $22    |         | $73        |
| Postretirementbenefitobligation                                                                   |  |            | N/A     |          |     |   | N/A     |    |  | $354   |         | $928       |
| Effectof a one percent decreaseon                                                                 |  |            |    |          |     |   |    |    |  |   |         |       |
| Totalof service cost and interestcost                                                             |  |            | N/A     |          |     |   | N/A     |    |  | $      |         | (19)  |  | $      |         | (67)  |
| Postretirementbenefitobligation                                                                   |  |            | N/A     |          |     |   | N/A     |    |  | $(320) |         | $(850)     |
| EstimatedFuture BenefitPayments                                                                   |  |            |    |          |     |   |    |    |  |   |         |       |
| Fiscal2006                                                                                        |  | $               | 5,891   |          |     |   | N/A     |    |  | $429   |         | N/A        |
| Fiscal2007                                                                                        |  | $               | 6,277   |          |     |   | N/A     |    |  | $431   |         | N/A        |
| Fiscal2008                                                                                        |  | $               | 6,531   |          |     |   | N/A     |    |  | $429   |         | N/A        |
| Fiscal2009                                                                                        |  | $               | 6,851   |          |     |   | N/A     |    |  | $428   |         | N/A        |
| Fiscal2010                                                                                        |  | $               | 6,964   |          |     |   | N/A     |    |  | $428   |         | N/A        |
| Fiscalyears2011-2015                                                                              |  | $               | 39,046  |          |     |   | N/A     |    |  | $2,082 |         | N/A        |
|                                                                                                   |

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

7. Pensionand Other Post-retirement Benefit Plans (continued)

The Company also has defined contributionplans covering certain employees. Company contributions to these plansare based on a percentage of participants’ salaries and amountedto approximately $1,478,000, $677,600 and $636,300 in fiscal years2005, 2004 and 2003, respectively. The Company contributes to variousmulti-employer union administered pension plans. Contributions to theseplans amounted to approximately $667,200, $317,000 and $116,000 infiscal years 2005, 2004 and 2003, respectively.

OnDecember  8,  2003, the President signed into law theMedicare Prescription Drug, Improvement and Modernization Act of 2003(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 least theactuarial equivalent to Medicare Part D. Final regulations that defineactuarial equivalency were not issued until January  2005.However, the Company anticipates that the effects of the Act on medicalobligations and costs reported would be immaterial. Therefore, theCompany’s retiree medical obligations and costs reported do notreflect any impact associated with thelegislation.

8.    IncomeTaxes

The annual provision (benefit) for taxes on income, is asfollows:

Inthousands

|                                          |  |               |        |               |  |              |         |         |  |        |        |         |  |  |
|------------------------------------------|--|---------------|--------|---------------|--|--------------|---------|---------|--|--------|--------|---------|--|--|
| Fiscalyear ended                         |  | Dec. 25, 2005 |        | Dec. 26, 2004 |  | Dec. 28,2003 |
| Current tax expense(benefit):            |  |          |   |          |  |         |    |    |  |   |   |    |
| Federal                                  |  | $             | 7,365  |          |  | $            | (50,712 | )  |  | $      | (3,775 | )  |
| State                                    |  |          | 2,775  |          |  |         | 2,424   |    |  |   | 1,906  |    |
| Totalcurrent tax expense(benefit)        |  |          | 10,140 |          |  |         | (48,288 | )  |  |   | (1,869 | )  |
| Deferredtaxexpense:                      |  |          |   |          |  |         |    |    |  |   |   |    |
| Federal                                  |  |          | 18,165 |          |  |         | 14,098  |    |  |   | 5,946  |    |
| State                                    |  |          | 1,819  |          |  |         | 2,384   |    |  |   | 2,043  |    |
| Totaldeferred taxexpense                 |  |          | 19,984 |          |  |         | 16,482  |    |  |   | 7,989  |    |
| Totalprovision (benefit) for incometaxes |  | $             | 30,124 |          |  | $            | (31,806 | )  |  | $      | 6,120  |    |
|                                          |

Thereconciliation of income taxes computed at the U.S. federal statutorytax rate to income tax expense, for the years presented, is asfollows:

Inthousands

|                                       |  |               |         |              |  |               |         |         |  |        |         |         |  |  |
|---------------------------------------|--|---------------|---------|--------------|--|---------------|---------|---------|--|--------|---------|---------|--|--|
| Fiscalyear ended                      |  | Dec. 25, 2005 |         | Dec. 26,2004 |  | Dec. 28, 2003 |
| Tax at U.S. statutoryrates            |  | $             | 26,947  |         |  | $             | 29,647  |    |  | $      | 27,339  |    |
| Statetaxes, net of federal taxbenefit |  |          | 2,986   |         |  |          | 3,125   |    |  |   | 2,566   |    |
| Reversalof excess taxaccruals         |  |          | — |         |  |          | (64,925 | )  |  |   | (22,756 | )  |
| Other                                 |  |          | 191     |         |  |          | 347     |    |  |   | (1,029  | )  |
| Total                                 |  | $             | 30,124  |         |  | $             | (31,806 | )  |  | $      | 6,120   |    |
|                                       |

Atthe date of its acquisition by the Company, 21st Century hadfederal net operating loss carry-forwards of approximately $73.7million available to offset the Company’s future consolidatedtaxable income. Such carry-forwards expire in the years 2017 through2023. Approximately $8.4  million and $21  million wereutilized in 2004 and 2005, respectively. Approximately $21million is anticipated to be utilized in 2006 and has been recorded asa current deferred tax asset. The remaining portion has been recordedas an asset in the deferred tax liability account. Due to thelikelihood of future utilization of these carry-forwards, the Companyhas not reduced the anticipated benefits by a valuationallowance.

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

8.    IncomeTaxes (continued)

The Company realized state tax benefitsin connection with the utilization of state net operating losscarry-forwards as follows: $0.7  million in 2005; and $1.4million in 2004. Based upon current state statutory rates, the Companymay have $8.3  million of future tax benefits. However, basedupon an assessment of the likelihood of the future utilization of suchlosses, the Company’s tax benefits were reduced by a valuationallowance of approximately $5.3  million at December25,  2005. The state net operating loss carry-forwards expire invarious years through 2025.

Deferred income taxes reflect the neteffect of temporary differences between the carrying amounts of assetsand liabilities for financial reporting purposes and the amounts usedfor income tax purposes. Significant components of the Company’sdeferred tax liabilities and assets, are asfollows:

Inthousands

|                                         |  |               |         |              |  |        |         |         |  |  |
|-----------------------------------------|--|---------------|---------|--------------|--|--------|---------|---------|--|--|
| Fiscalyear ended                        |  | Dec. 25, 2005 |         | Dec. 26,2004 |
| Deferred taxliabilities:                |  |          |    |         |  |   |    |    |
| Property,plant andequipment             |  | $             | 21,457  |         |  | $      | 21,475  |    |
| Intangibles                             |  |          | 102,512 |         |  |   | 88,140  |    |
| Retireebenefits                         |  |          | 4,817   |         |  |   | 5,236   |    |
| Totaldeferred taxliabilities            |  | $             | 128,786 |         |  | $      | 114,851 |    |
| Deferredtax assets:                     |  |          |    |         |  |   |    |    |
| Federal netoperating losscarry-forwards |  | $             | 15,513  |         |  | $      | 17,987  |    |
| Statenet operating losscarry-forwards   |  |          | 8,261   |         |  |   | 6,959   |    |
| Othercomprehensiveincome                |  |          | 8,470   |         |  |   | 10,669  |    |
| Other                                   |  |          | 9,002   |         |  |   | 8,468   |    |
| Totaldeferred taxassets                 |  |          | 41,246  |         |  |   | 44,083  |    |
| Valuationallowance                      |  |          | (4,999  | )       |  |   | (4,007  | )  |
| Netdeferred taxassets                   |  | $             | 36,247  |         |  | $      | 40,076  |    |
| Netdeferred taxliabilities              |  | $             | 92,539  |         |  | $      | 74,775  |    |
|                                         |

TheCompany’s valuation allowances for deferred tax assets increasedby $992,000 in fiscal year 2005. The Company’s federal incometax returns have not been examined by the Internal RevenueService.

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

9. Commitmentsand Contingencies

The Company leases office space, productionfacilities, warehouse space, and equipment under noncancellableoperating leases. These leases contain several renewal options and someescalation clauses, for periods of up to five years. TheCompany’s future minimum lease payments under noncancellableoperating leases and future minimum payments under capital leaseagreements at December  25,  2005 are as follows (inthousands):

|                                                  |  |               |       |                 |  |        |        |        |  |  |
|--------------------------------------------------|--|---------------|-------|-----------------|--|--------|--------|--------|--|--|
|                                             |  | CapitalLeases |       | OperatingLeases |
| 2006                                             |  | $             | 596   |            |  | $      | 3,856  |   |
| 2007                                             |  |          | 597   |            |  |   | 2,845  |   |
| 2008                                             |  |          | 597   |            |  |   | 2,337  |   |
| 2009                                             |  |          | 572   |            |  |   | 1,971  |   |
| 2010                                             |  |          | 568   |            |  |   | 1,704  |   |
| Thereafter                                       |  |          | 2,556 |            |  |   | 8,344  |   |
|                                             |  | $             | 5,486 |            |  | $      | 21,057 |   |
| Less:Amount representing interest (4.3% to17.3%) |  |          | 1,551 |            |  |   |   |   |
| Presentvalue of capital leaseobligations         |  |          | 3,935 |            |  |   |   |   |
| Less: Currentportion                             |  |          | 307   |            |  |   |   |   |
| Non-currentportion                               |  | $             | 3,628 |            |  |   |   |   |
|                                                  |

Totalrent expense was approximately $5.2  million, $4.0  millionand $2.9  million for the years ended December  25,2005, December  26,  2004 and December  28,2003, respectively.

At December  25,  2005, theCompany had unused outstanding letters of credit in the amount ofapproximately $6.6  million.

The Company is involved incertain litigation matters that have arisen in the ordinary course ofbusiness. In the opinion of management, the outcome of these legalproceedings should not have a material adverse impact on theCompany’s financial position or results of operations.

InDecember  2005, the Company signed a lease with an annual baserate of $ 0.8  million to $1.0  million, for approximately36,000 square feet of corporate office space in Yardley, Pennsylvania,which expires in 2018. The Company expects to relocate from Trenton,New Jersey to Yardley, Pennsylvania in August  2006.

InJanuary  2006, the Company signed a $9.5  million contractfor a new press for the Macomb Michigan facility, which is expected beoperational in2007.

10. Acquisitions

TheCompany applies the purchase method of accounting for acquisitions.Acquisitions and dispositions of properties are subject to closingcosts and may be subject to the finalization of customaryadjustments.

On December  6,  2005, the Companycompleted the acquisition of the assets of JobsInTheUS, based inWestbrook, Maine. This acquisition included the online recruiting Websites of JobsInTheUS.com, JobsInME.com, JobsInNH.com, JobsInVT.com,JobsInRI.com and other domain names. Founded in 1999, JobsInTheUS isone of the fastest-growing local job Internet sites — both interms of unique visits to the Web sites and jobs posted. The acquiredcompany specializes in state-specific job Internet sites wherequalified candidates who want to work in a particular region find amatch with local employers. The excess of the purchase price over thenet book value of the assets acquired is subject to Company’sfinalizing the valuation of the business acquired.

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

10. Acquisitions (continued)

On August  12,  2004, theCompany completed the acquisition of 21st CenturyNewspapers, Inc., a Delaware corporation(‘‘21st Century’’), pursuant toan Agreement and Plan of Merger (the‘‘Agreement’’), dated July  2,2004, with 21st Century and Wolverine Acquisition Corp., aDelaware corporation (‘‘Merger Sub’’) and awholly owned subsidiary of the Company. Pursuant to the Agreement,Merger Sub merged with and into 21st Century, with21st Century surviving as an indirect wholly ownedsubsidiary of the Company (the ‘‘Merger’’).The assets of 21st Century include four daily newspapers and85 non-daily publications located in Michigan.

The purchaseprice for the acquisition, including transaction costs, wasapproximately $423  million, including the $415  millionpurchase price. The purchase price was financed with borrowings under aCredit Agreement dated as of August  12,  2004. The portionof the purchase price in excess of $415  million consisted ofdirect acquisition costs and certain costs incurred or expected to beincurred in connection with the integration and consolidation of21st Century’s operations. There is no tax deductiblegoodwill resulting from the Company’s acquisition of21st Century. The purchase price allocation for21st Century, as of December  25,  2005, is asfollows (in thousands):

|                                              |  |        |         |        |  |  |
|----------------------------------------------|--|--------|---------|--------|--|--|
| Currentassets, net of cash acquired of$1,901 |  |   | 20,552  |   |
| Property, plant and equipment,net            |  |   | 31,747  |   |
| Goodwill                                     |  |   | 274,344 |   |
| Intangibleand other long-term assets         |  |   | 129,421 |   |
| Otherassets                                  |  |   | 163     |   |
| Total assetsacquired                         |  |   | 456,227 |   |
| Currentliabilities                           |  |   | 18,759  |   |
| Non-currentliabilities                       |  |   | 14,917  |   |
| Total liabilitiesassumed                     |  |   | 33,676  |   |
| Net assetsacquired                           |  | $      | 422,551 |   |
|                                              |

Intangibleassets acquired in connection with the 21st Centuryacquisition consist of the following (in thousands, exceptyears):

|                                |  |        |         |                                           |  |        |         |        |  |  |
|--------------------------------|--|--------|---------|-------------------------------------------|--|--------|---------|--------|--|--|
|                           |  | Amount |         | WeightedAverageAmortization Period(Years) |
| Amortizable intangibleassets:  |  |   |    |                                      |  |   |    |   |
| Customer andsubscriberlists    |  | $      | 2,500   |                                      |  |   | 3       |   |
| Non-competecovenants           |  | $      | 1,421   |                                      |  |   | 7       |   |
| Non-amortizedintangibleassets: |  |   |    |                                      |  |   |    |   |
| Goodwill                       |  | $      | 274,344 |                                      |  |   | — |   |
| Mastheads                      |  | $      | 125,500 |                                      |  |   | — |   |
|                                |

Thefollowing table presents the unaudited pro forma consolidated resultsof operations of the Company as though the 21st Centuryacquisition occurred on the first day of each period presented (inthousands, except per shareamounts):

|                     |  |                  |         |                   |  |        |         |        |  |  |
|---------------------|--|------------------|---------|-------------------|--|--------|---------|--------|--|--|
|                |  | Fiscalyear ended |
|                |  | December26, 2004 |         | December 28, 2003 |
| Netrevenues         |  | $                | 562,207 |              |  | $      | 555,948 |   |
| Netincome           |  | $                | 118,320 |              |  | $      | 78,178  |   |
| Netincome pershare: |  |             |    |              |  |   |    |   |
| Basic               |  | $                | 2.82    |              |  | $      | 1.90    |   |
| Diluted             |  | $                | 2.79    |              |  | $      | 1.87    |   |
|                     |

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JOURNALREGISTER COMPANYNOTES TO CONSOLIDATED FINANCIALSTATEMENTS

10. Acquisitions (continued)

The pro forma results are not necessarilyindicative of what actually would have occurred if the 21stCentury acquisition had been in effect for the entire periods presentedand are not intended to be a projection of future results.

TheCompany completed three additional acquisitions during fiscal year2004. On January  28,  2004, the Company completed theacquisition of O Jornal, a weekly Portuguese-language newspaperbased in Fall River, Massachusetts, with circulation of approximately14,300 serving more than 30 communities in Massachusetts and RhodeIsland. On May  4,  2004, the Company completed theacquisition of the assets of Mohawk Valley Media, a group of non-dailypublications based in Rome, New York serving Rome and neighboringcommunities. On October  4,  2004, the Company completedthe acquisition of the assets of Berks-Mont Newspapers, Inc., a groupof non-daily publications based in Boyertown, Pennsylvania.

OnNovember  17,  2003, the Company completed the acquisitionof the assets of The North Attleborough Free Press, based inNorth Attleborough, Massachusetts. This acquisition included a weeklynewspaper serving North Attleborough, Attleboro Falls and certainneighboring communities, including Plainville, South Attleboro andAttleboro. In fiscal year 2002, the Company completed three strategicacquisitions. On March  18,  2002, the Company completedthe acquisition of the assets of News Gleaner Publications, Inc. andBig Impressions Web Printing, Inc., which are based in NortheastPhiladelphia, Pennsylvania. This acquisition includes eight weeklynewspapers serving Northeast Philadelphia, seven monthly publicationsserving Montgomery County, Pennsylvania, and a commercial printingoperation.

Results of operations of each of the Company’sacquisitions are included in the Company’s consolidatedstatements of income from the dates of their respectiveacquisition.

11.    Quarterly Results ofOperations (unaudited)

The following is a summary of thequarterly results of operations for years ended December25,  2005 and December  26,2004:

|                                     |  |              |         |               |  |              |         |               |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------|--|--------------|---------|---------------|--|--------------|---------|---------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| (Inthousands, except per sharedata) |  | FirstQuarter |         | SecondQuarter |  | ThirdQuarter |         | FourthQuarter |
| 2005(1)                             |  |         |    |          |  |         |    |          |  |   |    |   |  |   |    |   |
| Revenues(2)                         |  | $            | 132,537 |          |  | $            | 145,875 |          |  | $      | 137,344 |   |  | $      | 140,873 |   |
| Operatingincome(2)                  |  | $            | 21,199  |          |  | $            | 35,030  |          |  | $      | 29,120  |   |  | $      | 31,656  |   |
| Netincome                           |  | $            | 7,499   |          |  | $            | 15,372  |          |  | $      | 11,524  |   |  | $      | 12,473  |   |
| Netincome per commonshare:          |  |         |    |          |  |         |    |          |  |   |    |   |  |   |    |   |
| Basic                               |  | $            | 0.18    |          |  | $            | 0.37    |          |  | $      | 0.28    |   |  | $      | 0.31    |   |
| Diluted                             |  | $            | 0.18    |          |  | $            | 0.37    |          |  | $      | 0.28    |   |  | $      | 0.31    |   |
| 2004(1)                             |  |         |    |          |  |         |    |          |  |   |    |   |  |   |    |   |
| Revenues(2)                         |  | $            | 97,098  |          |  | $            | 105,943 |          |  | $      | 121,316 |   |  | $      | 144,735 |   |
| Operatingincome(2)                  |  | $            | 20,314  |          |  | $            | 27,544  |          |  | $      | 25,678  |   |  | $      | 32,642  |   |
| Netincome                           |  | $            | 10,247  |          |  | $            | 14,760  |          |  | $      | 66,088  |   |  | $      | 25,418  |   |
| Netincome per commonshare:          |  |         |    |          |  |         |    |          |  |   |    |   |  |   |    |   |
| Basic                               |  | $            | 0.25    |          |  | $            | 0.35    |          |  | $      | 1.58    |   |  | $      | 0.61    |   |
| Diluted                             |  | $            | 0.24    |          |  | $            | 0.35    |          |  | $      | 1.55    |   |  | $      | 0.60    |   |
|                                     |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                       |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Theamounts reported above include operating results of acquisitions forthe period the operations were owned by the Company. See Note 10,Acquisitions. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Certain circulation revenueand expense items have been reclassified to conform to theCompany’s current financial presentation. The effect of thesereclassifications is to reduce revenues with an equal decrease inoperating expenses. In addition, the Company has reclassifiedamortization of deferred financing fees from amortization expense tointerest expense. These reclassifications have no impact on netincome. |

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JOURNAL REGISTERCOMPANYSCHEDULE II — VALUATION AND QUALIFYINGACCOUNTS(Inthousands)

|                                           |  |                             |        |                |  |                            |         |               |  |                        |        |            |  |        |         |        |  |        |        |        |  |  |
|-------------------------------------------|--|-----------------------------|--------|----------------|--|----------------------------|---------|---------------|--|------------------------|--------|------------|--|--------|---------|--------|--|--------|--------|--------|--|--|
| Description                               |  | Balanceat BeginningofPeriod |        | Adjustments(1) |  | Charged/(Credited)toIncome |         | Deductions(2) |  | Balance atEnd ofPeriod |
| **Year ended December25,2005**            |  |                        |   |           |  |                       |    |          |  |                   |   |       |  |   |    |   |  |   |   |   |
| Allowancefor doubtfulaccounts             |  | $                           | 8,143  |           |  | $                          | 755     |          |  | $                      | 4,434  |       |  | $      | 5,395   |   |  | $      | 7,937  |   |
| Valuationallowance for deferred taxassets |  |                        | 4,007  |           |  |                       | — |          |  |                   | 992    |       |  |   | — |   |  |   | 4,999  |   |
| **Yearended December  26,2004**           |  |                        |   |           |  |                       |    |          |  |                   |   |       |  |   |    |   |  |   |   |   |
| Allowancefor doubtfulaccounts             |  | $                           | 5,785  |           |  | $                          | 1,867   |          |  | $                      | 4,756  |       |  | $      | 4,265   |   |  | $      | 8,143  |   |
| Valuationallowance for deferred taxassets |  |                        | 3,747  |           |  |                       | — |          |  |                   | 260    |       |  |   | — |   |  |   | 4,007  |   |
| **Yearended December  28,2003**           |  |                        |   |           |  |                       |    |          |  |                   |   |       |  |   |    |   |  |   |   |   |
| Allowancefor doubtfulaccounts             |  | $                           | 6,388  |           |  | $                          | 13      |          |  | $                      | 3,830  |       |  | $      | 4,446   |   |  | $      | 5,785  |   |
| Valuationallowance for deferred taxassets |  |                        | 5,239  |           |  |                       | — |          |  |                   | (1,492 | )(3)  |  |   | — |   |  |   | 3,747  |   |
|                                           |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Allowancefor doubtful account adjustments related to acquisitions in therespective periods presented. See Note 10 of Notes to ConsolidatedFinancial Statements for a discussion ofacquisitions. |

|     |                                                                                     |
|-----|-------------------------------------------------------------------------------------|
| (2) | Includes thewrite-off of uncollectible accounts in the respective periodspresented. |

|     |                                                                                         |
|-----|-----------------------------------------------------------------------------------------|
| (3) | Reflects a reversal ofa valuation allowance for state net operating losscarry-forwards. |

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Item 9.    Changes In andDisagreements with Accountants on Accounting and FinancialDisclosure.

On May  6,  2005, the Company notifiedErnst & Young LLP (‘‘E&Y’’) thatthe Company’s Audit Committee had dismissed E&Y as theindependent registered public accounting firm for the Company. Thereports of E&Y on the Company’s consolidated financialstatements for the fiscal years ended December  26,  2004and December  28,  2003 did not contain an adverse opinionor disclaimer of opinion, nor were such reports qualified or modifiedas to uncertainty, audit scope, or accounting principle. During thefiscal years ended December  26,  2004 and December28,  2003, and through May  6,  2005, there were nodisagreements with E&Y on any matter of accounting principles orpractices, financial statement disclosure, or auditing scope orprocedure, which, if not resolved to the satisfaction of E&Y, wouldhave caused E&Y to make reference to the matter in their report.During the fiscal years ended December  26,  2004 andDecember  28,  2003, and through May  6,  2005,there were no ‘‘reportable events’’ as thatterm is described in paragraph (a)(1)(v) of Item 304 of Regulation S-K.The Company filed a Form 8-K with the U.S. Securities and ExchangeCommission (‘‘SEC’’) on May10,  2005, in which it requested E&Y to furnish it with aletter addressed to the SEC stating whether or not it agreed with theabove statements. A copy of the letter from E&Y dated May10,  2005 was filed as an exhibit to the Form8-K.

Effective May  6,  2005, the Company’sAudit Committee engaged Grant Thornton LLP(‘‘GT’’) as the Company’s newindependent registered public accounting firm. Neither the Company noranyone on behalf of the Company had consulted with GT during theCompany’s two most recent fiscal years and during the subsequentinterim period prior to the Company’s engagement of GT regardingthe application of accounting principles to a specified transaction,either completed or proposed, or the type of audit opinion that mightbe rendered on the Company’s financial statements.

Item9A.    Controls and Procedures.

Evaluation of DisclosureControls and Procedures. The Company has establisheddisclosure controls and procedures to ensure that material informationrelating to the Company, including its consolidated subsidiaries, ismade known to the officers who certify the Company’s financialreports and to other members of senior management and the Board ofDirectors.

Based on their evaluation as of December25,  2005, the principal executive officer and principalfinancial officer of the Company have concluded that theCompany’s disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) under the Securities Exchange Actof 1934) are effective to ensure that the information required to bedisclosed by the Company in the reports that it files or submits underthe Securities Exchange Act of 1934 is recorded, processed, summarizedand reported within the time periods specified in Securities andExchange Commission rules and forms.

Management’sAnnual Report on Internal Control over FinancialReporting. The Company’s management is responsiblefor establishing and maintaining adequate internal control overfinancial reporting, as such term is defined in Exchange ActRule 13a-15(f). Internal control over financial reporting is aprocess designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles. Internal control over financial reportingincludes those policies and procedures that: (1) pertain to themaintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of the assets of theCompany; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and thatreceipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of theCompany; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition ofthe Company’s assets that could have a material effect on thefinancial statements. Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Underthe supervision and with the participation of the Company’smanagement, including the principal executive officer and principalfinancial officer, the Company conducted an evaluation of the

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effectiveness of its internal control overfinancial reporting based on the framework in InternalControl — Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission. Based on theevaluation under the framework in Internal Control —Integrated Framework, the Company’s management concluded thatthe Company’s internal control over financial reporting waseffective as of December  25,  2005. The scope ofmanagement's assessment of the effectiveness of internal controlover financial reporting includes all of the Company’sbusinesses except for JobsInTheUS., an acquisition consummated onDecember  6,  2005.

Grant Thornton LLP, theCompany’s independent registered public accounting firm, auditedmanagement’s assessment of the effectiveness of internal controlover financial reporting and, based on that audit, issued the reportthat is included herein.

Changes in Internal Control overFinancial Reporting. During fiscal year 2004, the Companycommenced the deployment of a new suite of software applications in ashared services environment. The new suite of applications willinclude: (i) financial 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 December  25,  2005, theimplementation of the financial applications was in process, and thedeployment of the advertising and circulation management applicationswas in process. 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 reviews 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 are implemented. The Company believes that the controlsas modified are appropriate and functioning effectively.

Item9B.    Other Information.

None.

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PART III

Item10.    Directors and Executive Officers of the Registrant.

Information required by this Item relating to theCompany’s directors is set forth under the caption‘‘Proposal 1—Election of Directors’’in the 2006 Proxy Statement and is incorporated herein byreference.

Information required by this Item relating to theCompany’s executive officers is set forth in Part I of thisReport under the caption ‘‘Executive Officers of theRegistrant’’ and is incorporated herein byreference.

Information required by this Item relating to theidentification of the Audit Committee and the Board ofDirectors’ determinations concerning whether a member of theAudit Committee of the Board is a ‘‘financialexpert,’’ as that term is defined underItem 401(h) of Regulation S-K, is set forth under the caption‘‘The Board of Directors and Committees—AuditCommittee’’ in the 2006 Proxy Statement and isincorporated herein by reference.

Information required by thisItem relating to compliance with Section 16(a) of the ExchangeAct is set forth under the caption ‘‘Section 16(a)Beneficial Ownership Reporting Compliance’’ in the 2006Proxy Statement and is incorporated herein by reference.

TheCompany has adopted a code of ethics entitled ‘‘Code ofBusiness Conduct and Ethics’’ which applies to its CEOand Other Senior Financial Officers. A copy is available on theCompany's Web site at www.journalregister.com by clicking onInvestor Relations and then Corporate Governance. Any amendments to, orwaiver from, any provision of the code will be posted on theCompany’s Web site at the above address.

Item11.    Executive Compensation.

Information required by thisItem is set forth under the caption ‘‘ExecutiveCompensation’’ in the 2006 Proxy Statement and isincorporated herein by reference.

Item 12.    SecurityOwnership of Certain Beneficial Owners andManagement.

Information required by this Item is set forth underthe caption ‘‘Security Ownership of Beneficial Owners andManagement and Related Stockholder Matters’’ in the 2006Proxy Statement and is incorporated herein by reference.

Item13.    Certain Relationships and RelatedTransactions.

Information required by this Item is set forthunder the caption ‘‘Certain Transactions’’in the 2006 Proxy Statement and is incorporated herein byreference.

Item 14.    Principal Accounting Fees andServices.

Information required by this Item is set forth underthe caption ‘‘Ratification of the Selection ofIndependent Auditors’’ in the 2006 Proxy Statement and isincorporated herein by reference.

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PART IV

**Item15.    Exhibits, Financial Statement Schedules, and Reports on Form8-K.**

|           |                      |
|-----------|----------------------|
| (a)  | FinancialStatements. |

The financial statements are included in PartII, Item 8 of this Report.

Financial Statement Schedules andSupplementary Information Required to beSubmitted.

Schedule of Valuation and QualifyingAccounts on Schedule II is included in Part II, Item 8 of thisreport.

All other schedules have been omitted becausethey are inapplicable or the required information is shown in theconsolidated financial statements or relatednotes.

(b) Reports on Form8-K.

The Company filed a Current Report on Form 8-Kon October  18,  2005, furnishing pursuant to Item 2.02thereof certain information regarding the text of a press releaseissued by the Company, dated October  18,  2005, titled‘‘Journal Register Company Reports Third QuarterResults.’’

TheCompany filed a CurrentReport on Form 8-K on October  28,  2005, furnishingpursuant to Item 8.01 thereof certain information regarding the text ofa press release issued by the Company dated October  28,2005, titled ‘‘Journal Register Company AnnouncesQuarterly CashDividend.’’

(c) Index toExhibits.

The following is a list of all Exhibits filed aspart of thisReport:

|            |  |                                                                                                                                                                                                                                                                                                         |  |  |  |  |
|------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description ofExhibit                                                                                                                                                                                                                                                                                   |
| *2.1       |  | MasterAgreement, dated as of May  17,  1998, by and among each ofthe persons listed on Annex A and Annex B thereto, Richard G.Schneidman, as Designated Stockholder, and the Company (filed asExhibit 99.2 to the Company's Current Report on Form 8-K/A, datedJune  30,  1998, File No.1−12955). |
| *3.1       |  | Amended and RestatedCertificate of Incorporation (filed as Exhibit 3.1 to theCompany’s Form 10-Q for the fiscal quarter endedSeptember  30,  2005, File No. 1−12955 (the‘‘September 2005 Form10-Q’’)).                                                              |
| *3.2       |  | Amended andRestated By-laws (filed as Exhibit 3.2 to the September  2005Form 10-Q).                                                                                                                                                                                                                     |
| *4.1       |  | Company Common StockCertificate (filed as Exhibit 4.1 the Company’s RegistrationStatement on Form S-1, Registration No. 333-23425 (the‘‘FormS-1’’)).                                                                                                                      |
| *4.2       |  | Rights Agreementdated as of July  17,  2001 between the Company and theBank of New York, as Rights Agent (filed as Exhibit 4.1 to theCompany’s Report on Form 8-K dated July  18,  2001,File No. 1−12955).                                                                                  |
| *10.1(a)   |  | 1997Stock Incentive Plan (filed as Exhibit 10.2 to the Company’sForm 10-Q for the fiscal quarter ended June  30,  1997,File No. 1−12955 (the ‘‘June 1997 Form10-Q’’)). +                                                                                            |
| *10.1(b)   |  | Amendedand Restated 1997 Stock Incentive Plan. (filed as Annex B to theCompany’s Proxy Statement for the Company’s 2004 AnnualMeeting of Stockholders). +                                                                                                                                   |
| *10.2      |  | ManagementBonus Plan (filed as Exhibit 10.3 to the June  1997 Form 10-Q).+                                                                                                                                                                                                                              |
| *10.3      |  | Supplemental 401(k) Plan (filed asExhibit 10.4 to the Form S-1).+                                                                                                                                                                                                                                       |
| *10.4      |  | Registration Rights Agreement by andamong Journal Register Company, Warburg, Pincus Capital Company, L.P.,Warburg, Pincus Capital Partners, L.P. and Warburg, Pincus Investors,L.P. (filed as Exhibit 10.6 to the June  1997 Form10-Q).                                                                 |
|            |

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**Item 15.    Exhibits,Financial Statement Schedules, and Reports on Form 8-K(continued).**

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |  |
|------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description ofExhibit                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.5      |  | Executive IncentiveCompensation Plan (filed as Exhibit 10.7 to the Company’s Form10-K for fiscal year 2001, File No. 1−12955).+                                                                                                                                                                                                                                                                                                      |
| *10.6      |  | Employment Agreement by and betweenJournal Register Company and Robert M.  Jelenic datedMarch  5,  2003.+                                                                                                                                                                                                                                                                                                                                        |
| *10.7      |  | Employment Agreement by and betweenJournal Register Company and Jean B. Clifton dated March5,  2003. +                                                                                                                                                                                                                                                                                                                                           |
| *10.8      |  | Agreement and Planof Merger, dated as of July  2,  2004, by and among JournalRegister Company, a Delaware corporation, Wolverine Acquisition Corp.,a Delaware corporation and a wholly owned subsidiary of JournalRegister Company, and 21st Century Newspapers, Inc., a Delawarecorporation (filed as Exhibit 2.1 to the July  7,  2004Form 8-K).                                                                                               |
| *10.9      |  | Credit Agreement datedAugust  12,  2004 with JPMorgan Chase Bank asAdministrative Agent and Co-Documentation Agent, J.P. Morgan SecuritiesInc., as Sole Lead Arranger and Sole Bookrunner, The Bank of New York,Key Bank National Association, SunTrust Bank, Wachovia Bank, NationalAssociation, as Co-Syndication Agents and The Royal Bank of ScotlandPLC, as Co-Documentation Agent (filed as Exhibit 10.1 to theAugust  20,  2004 Form8-K). |
| *10.10     |  | Amended and Restated CreditAgreement (filed as Exhibit 10.1 to January  31,  2006 form8-K).                                                                                                                                                                                                                                                                                                                                                      |
| *10.11     |  | Change in Control EmploymentAgreement by and between Journal Register Company and Julie A. Beckdated February  21,  2006 (filed as Exhibit 10.1 toFebruary  24,  2006 form 8-K).+                                                                                                                                                                                                                                                                |
| **21.1     |  | Subsidiaries of Journal RegisterCompany.                                                                                                                                                                                                                                                                                                                                                                                                         |
| **23.1     |  | Consent of Grant ThorntonLLP.                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **23.2     |  | Consent of Ernst & YoungLLP.                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **24       |  | Power of Attorney (appears onsignature page).                                                                                                                                                                                                                                                                                                                                                                                                    |
| **31.1     |  | Certification ofPrincipal Executive Officer pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                              |
| **31.2     |  | Certification of PrincipalFinancial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                              |
| **32       |  | Certification of PrincipalExecutive Officer and Principal Financial Officer, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                              |
|            |

|  |
|--|
|  |  |
|  |

|   |                                                        |
|---|--------------------------------------------------------|
| + | Managementcontract or compensatory plan orarrangement. |

|   |                           |
|---|---------------------------|
| * | Incorporated byreference. |

|    |                |
|----|----------------|
| ** | Filedherewith. |

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SIGNATURES

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this Report to be signed onits behalf by the undersigned, thereunto duly authorized, in the Cityof Trenton, State of New Jersey, on the 10th day of March2006.

|  | JOURNAL REGISTERCOMPANY |
|--|-------------------------|

|        |  |                                                       |  |  |  |  |
|--------|--|-------------------------------------------------------|--|--|--|--|
| By:    |  | /s/ Robert M.Jelenic                                  |
|   |  | Robert M. JelenicChairman, andChief Executive Officer |
|        |

KNOWN BY ALL MEN BY THESEPRESENTS, that each person whose signature appears below constitutesand appoints both Robert M.  Jelenic and Julie A. Beck his trueand lawful attorney-in-fact and agent, with full power of substitutionand resubstitution, for him and in his name, place and stead, in anyand all capacities, to sign any and all amendments to this AnnualReport on Form 10-K, and to file the same, with all exhibits theretoand other documents in connection therewith, with the Securities andExchange Commission, granting unto said attorney-in-fact and agent,full power and authority to do and perform each and every act and thingrequisite and necessary to be done in and about the premises, as fullyas he might or could do in person, hereby ratifying and confirming allthat said attorney-in-fact and agent or their or his or her substitutesor substitute, may lawfully do or cause to be done by virtuehereof.

Pursuant to the requirements of the Securities ExchangeAct of 1934, this Report has been signed below by the following personson behalf of the Registrant and in the capacities indicated on the10th day of March2006.

|                                               |  |                                                                                               |  |  |  |  |
|-----------------------------------------------|--|-----------------------------------------------------------------------------------------------|--|--|--|--|
| Signature                                     |  | Title(s)                                                                                      |
| /s/Robert M. JelenicRobert M.Jelenic          |  | Chairman, Chief Executive Officerand Director (Principal Executive Officer)                   |
| /s/ Jean B. CliftonJean B.Clifton             |  | President, Chief Operating Officer andDirector                                                |
| /s/ Julie A. BeckJulie A.Beck                 |  | Senior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer) |
| /s/John L. VogelsteinJohn L.Vogelstein        |  | Director                                                                                      |
| /s/ Errol M.CookErrol M. Cook                 |  | Director                                                                                      |
| /s/James W. HallJames W.Hall                  |  | Director                                                                                      |
| /s/ Joseph A.LawrenceJoseph A.Lawrence        |  | Director                                                                                      |
| /s/ Stephen P. Mumblow Stephen P.Mumblow |  | Director                                                                                      |
| /s/ LaurnaGodwinLaurnaGodwin                  |  | Director                                                                                      |
| /s/ Burton B.StaniarBurton B.Staniar          |  | Director                                                                                      |
|                                               |

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