UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 28, 2004
Commission file number 1-8572
TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

36-1880355
(I.R.S. Employer
Identification No.)

435 North Michigan Avenue, Chicago, Illinois
(Address of principal executive offices)

60611
(Zip code)

Registrant's telephone number, including area code: (312) 222-9100
No Changes
(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes / X / No / /

At April 23, 2004, there were 327,671,177 shares outstanding of the Company’s Common Stock ($.01 par value per share), excluding 83,441,765 shares held by subsidiaries and affiliates of the Company.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

TRIBUNE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars, except per share data)
(Unaudited)

	First Quarter Ended
	March 28, 2004		March 30, 2003
Operating Revenues	$ 1,332,317		$ 1,290,047

Operating Expenses
Cost of sales (exclusive of items shown below)	642,308		623,745
Selling, general and administrative	358,124		333,102
Depreciation	54,308		54,249
Amortization of intangible assets	4,302		2,542

Total operating expenses	1,059,042		1,013,638


Operating Profit	273,275		276,409

Net loss on equity investments	(4,373	)	(9,014	)
Interest income	1,276		2,075
Interest expense	(46,677	)	(50,947	)
Loss on change in fair values of derivatives
and related investments	(45,501	)	(36,895	)
Gain on sales of subsidiaries and investments, net	21,518		49,954
Loss on investment write-downs and other	(2,596	)	(228	)


Income Before Income Taxes	196,922		231,354
Income taxes	(76,241	)	(90,202	)


Net Income	120,681		141,152
Preferred dividends, net of tax	(2,077	)	(6,231	)


Net Income Attributable to Common Shares	$ 118,604		$ 134,921


Earnings Per Share (Note 4):

Basic	$ .36		$ .44

Diluted	$ .35		$ .41

Dividends per common share	$ .12		$ .11

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)

	March 28, 2004		Dec. 28, 2003
Assets
Current Assets
Cash and cash equivalents	$ 448,268		$ 247,603
Accounts receivable, net	732,342		867,145
Inventories	60,340		46,109
Broadcast rights, net	283,701		290,442
Deferred income taxes	95,131		99,921
Prepaid expenses and other	70,398		53,945

Total current assets	1,690,180		1,605,165

Property, plant and equipment	3,510,053		3,514,174
Accumulated depreciation	(1,728,495	)	(1,726,271	)

Net properties	1,781,558		1,787,903

Broadcast rights, net	286,332		359,039
Goodwill	5,467,254		5,480,291
Other intangible assets, net	3,169,840		3,152,325
Time Warner stock related to PHONES debt	269,120		285,440
Other investments	547,159		555,434
Prepaid pension costs	890,888		892,414
Other assets	149,075		162,141

Total assets	$ 14,251,406		$ 14,280,152

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)

	March 28, 2004		Dec. 28, 2003
Liabilities and Shareholders’ Equity
Current Liabilities
Long-term debt due within one year	$ 163,600		$ 193,413
Contracts payable for broadcast rights	305,006		311,841
Deferred income	162,258		91,576
Accounts payable, accrued expenses and other current liabilities	577,444		667,051

Total current liabilities	1,208,308		1,263,881

PHONES debt related to Time Warner stock	566,960		535,280
Other long-term debt (less portions due within one year)	1,845,357		1,846,337
Deferred income taxes	2,234,306		2,224,762
Contracts payable for broadcast rights	464,718		536,832
Compensation and other obligations	834,532		844,936

Total liabilities	7,154,181		7,252,028

Shareholders’ Equity
Series C convertible preferred stock, net of treasury stock	44,260		44,260
Series D-1 convertible preferred stock, net of treasury stock	38,097		38,097
Series D-2 convertible preferred stock, net of treasury stock	24,510		24,510
Common stock and additional paid-in capital	7,004,353		6,924,484
Retained earnings	2,984,113		3,008,460
Treasury common stock (at cost)	(3,008,767	)	(3,025,203	)
Accumulated other comprehensive income	10,659		13,516

Total shareholders’ equity	7,097,225		7,028,124

Total liabilities and shareholders’ equity	$ 14,251,406		$ 14,280,152

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)

	First Quarter Ended
	March 28, 2004		March 30, 2003
Operations
Net income	$ 120,681		$ 141,152
Adjustments to reconcile net income to net cash provided
by operations:
Loss on change in fair values of derivatives
and related investments	45,501		36,895
Gain on sales of subsidiaries and investments, net	(21,518	)	(49,954	)
Loss on investment write-downs and other	2,596		228
Depreciation	54,308		54,249
Amortization of intangible assets	4,302		2,542
Deferred income taxes	7,083		21,704
Decrease in accounts receivable	134,803		102,575
Tax benefit on stock options exercised	23,717		11,860
Other, net	(29,602	)	10,871

Net cash provided by operations	341,871		332,122


Investments
Capital expenditures	(48,210	)	(30,120	)
Acquisitions and investments	(3,420	)	(230,309	)
Proceeds from sales of investments and subsidiaries	20,000		5,063

Net cash used for investments	(31,630	)	(255,366	)


Financing
Repayments of long-term debt	(34,979	)	(89,983	)
Sales of common stock to employees, net	45,616		45,609
Repurchases of common stock	(78,521	)	–
Dividends	(41,692	)	(35,888	)

Net cash used for financing	(109,576	)	(80,262	)

Net increase (decrease) in cash and cash equivalents	200,665		(3,506	)
Cash and cash equivalents, beginning of year	247,603		105,931

Cash and cash equivalents, end of quarter	$ 448,268		$ 102,425

See Notes to Condensed Consolidated Financial Statements.

TRIBUNE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1: BASIS OF PREPARATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for a fair statement of the financial position of Tribune Company and its subsidiaries (the “Company” or “Tribune”) as of March 28, 2004 and the results of their operations and cash flows for the quarters ended March 28, 2004 and March 30, 2003. All adjustments reflected in the accompanying unaudited condensed consolidated financial statements are of a normal recurring nature. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Certain prior year amounts have been reclassified to conform with the 2004 presentation. These reclassifications had no impact on reported 2003 total revenues, operating profit or net income.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stock-Based Compensation — The Company accounts for its stock-based compensation plans in accordance with Accounting Principles Board (“APB”) Opinion No. 25 and related Interpretations. Under APB No. 25, no compensation expense is recorded because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant. Under Financial Accounting Standard (“FAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by FAS No. 148, compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as compensation expense over the vesting or service period. Had compensation cost for these plans been determined consistent with FAS No. 123, the Company’s first quarter net income and EPS would have been reduced to the following pro forma amounts (in thousands, except per share data):

	First Quarter Ended
	March 28, 2004		March 30, 2003
Net income, as reported	$ 120,681		$ 141,152
Less: pro forma stock-based employee
compensation expense, net of tax:
General option awards	(13,467	)	(13,192	)
Replacement option awards	(5,324	)	(3,455	)
Merit options awards	–		(202	)
Employee stock purchase plan	(971	)	(903	)

Total pro forma compensation expense, net of tax	(19,762	)	(17,752	)


Pro forma net income	100,919		123,400
Preferred dividends, net of tax	(2,077	)	(6,231	)

Pro forma net income attributable
to common shares	$ 98,842		$ 117,169


Weighted average common shares
outstanding	329,303		306,966

Basic EPS, as reported	$ .36		$ .44
Basic EPS, pro forma	$ .30		$ .38

Adjusted weighted average
common shares outstanding	336,094		336,687

Diluted EPS, as reported	$ .35		$ .41
Diluted EPS, pro forma	$ .29		$ .36

In determining the pro forma compensation cost under the fair value method of FAS No. 123, using the Black-Scholes option pricing model, the following weighted average assumptions were used for general awards and replacement options:

	First Quarter Ended
	March 28, 2004		March 30, 2003
	General Awards	Replacement Options	General Awards	Replacement Options
Risk-free interest rate	3.2%	1.7%	2.8%	1.5%
Expected dividend yield	1.0%	1.0%	1.0%	1.0%
Expected stock price volatility	31.1%	25.7%	32.7%	29.7%
Expected life (in years)	5	2	5	2

Weighted average fair value	$ 15.48	$ 7.59	$ 13.73	$ 7.64

New Accounting Standards — In Jan. 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), which was effective for the Company as of Dec. 29, 2003. FIN 46, as subsequently amended, provides a new accounting model for determining when to consolidate investments that are less than wholly owned. The Company holds significant variable interests, as defined by FIN 46, in CareerBuilder, LLC and Classified Ventures, LLC, but the Company has determined that it is not the primary beneficiary of either entity. The Company’s maximum loss exposure related to these entities is limited to its equity investments in CareerBuilder, LLC and Classified Ventures, LLC of $81.1 million and $8.8 million, respectively. The adoption of FIN 46 had no impact on the Company.

NOTE 3: GOODWILL AND OTHER INTANGIBLE ASSETS

Since the adoption of FAS No. 142, “Goodwill and Other Intangible Assets,” at the beginning of fiscal 2002 through the third quarter of 2003, the Company treated the intangible assets associated with network affiliation agreements as having indefinite lives and did not record amortization expense on these assets. In Dec. 2003, the staff of the Securities and Exchange Commission provided guidance regarding their accounting position in this area indicating that network affiliation agreements should be amortized. As a result, the Company began amortizing these assets in the fourth quarter of 2003 using a 40-year life. The Company believes the 40-year life is representative of the remaining expected useful life of the network affiliation intangibles. The provisions of FAS No. 142 require the Company to perform an impairment analysis at the time of a change in the estimated useful life of an intangible asset which was previously not being amortized. No adjustment to the network affiliation intangible assets was required as a result of this impairment review. In the future, the Company will no longer perform an annual test of the impairment of its network affiliation agreements under FAS No. 142, but will perform an impairment test when indicators of impairment are present, as required by FAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

Goodwill and other intangible assets at March 28, 2004 and Dec. 28, 2003 consisted of the following (in thousands):

	March 28, 2004				Dec. 28, 2003
	Gross Amount	Accumulated Amortization		Net Amount	Gross Amount	Accumulated Amortization		Net Amount
Intangible assets subject to
amortization
Subscribers (useful life of 15
to 20 years)	$195,750	$(45,611	)	$ 150,139	$195,750	$(43,031	)	$ 152,719
Network affiliation agreements
(useful life of 40 years)	290,320	(3,629	)	286,691	290,320	(1,814	)	288,506
Other (useful life of 3 to 40 years)	23,111	(3,731	)	19,380	30,294	(3,824	)	26,470

Total	$509,181	$(52,971	)	456,210	$516,364	$(48,669	)	467,695

Goodwill and other intangible assets not
subject to amortization
Goodwill
Publishing				3,920,158				3,920,158
Broadcasting and entertainment				1,547,096				1,560,133

Total goodwill				5,467,254				5,480,291
Newspaper mastheads				1,575,814				1,575,814
FCC licenses				1,129,884				1,100,884
Tradename				7,932				7,932

Total				8,180,884				8,164,921

Total goodwill and other intangible
assets				$8,637,094				$8,632,616

NOTE 4: EARNINGS PER SHARE

The computations of basic and diluted earnings per share (“EPS”) were as follows (in thousands, except per share data):

	First Quarter Ended
	March 28, 2004		March 30, 2003
Basic EPS:
Net income	$ 120,681		$ 141,152
Preferred dividends, net of tax	(2,077	)	(6,231	)

Net income attributable to common shares	$ 118,604		$ 134,921
Weighted average common shares outstanding	329,303		306,966

Basic EPS	$ .36		$ .44


Diluted EPS:
Net income	$ 120,681		$ 141,152
Additional ESOP contribution required assuming Series B preferred
shares were converted, net of tax	–		(2,447	)
Dividends on Series C, D-1, and D-2 preferred stock	(2,077	)	(2,063	)
LYONs interest expense, net of tax	–		1,560

Adjusted net income	$ 118,604		$ 138,202


Weighted average common shares outstanding	329,303		306,966
Assumed conversion of Series B preferred shares into common
shares	–		16,225
Assumed exercise of stock options, net of common shares assumed
repurchased with the proceeds	6,791		6,521
Assumed conversion of LYONs debt securities	–		6,975

Adjusted weighted average common shares outstanding	336,094		336,687

Diluted EPS	$ .35		$ .41

Basic EPS is computed by dividing net income attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted EPS for the first quarter of 2003 was computed assuming that the Series B convertible preferred shares and the LYONs debt securities had been converted into common shares as of the beginning of fiscal year 2003. The Series B convertible preferred shares were converted into approximately 15.4 million shares of common stock on Dec. 16, 2003, and the LYONs were converted into approximately seven million shares of common stock during June 2003. In addition, in the first quarter diluted EPS calculations for both 2004 and 2003, weighted average common shares outstanding were adjusted for the dilutive effect of stock options. The Company’s stock options and convertible securities are included in the calculation of diluted EPS only when their effects are dilutive. In the 2004 and 2003 first quarter calculations of diluted EPS, 2.1 million and 2.4 million shares, respectively, related to the Company’s Series C, D-1 and D-2 convertible preferred stocks, and 2.2 million and 2.5 million shares, respectively, related to the Company’s outstanding options, were not included because their effects were antidilutive.

NOTE 5: CHANGES IN OPERATIONS AND NON-OPERATING ITEMS

Acquisitions – On March 21, 2003, the Company acquired the stock of KPLR-TV, St. Louis, and the assets of KWBP-TV, Portland, Oregon, from ACME Communications for a total of $275 million. The Company acquired the stock of KPLR-TV for $200 million in cash. The acquisition of the assets of KWBP-TV was structured as a like-kind asset exchange for income tax purposes. It was funded with the remaining assets of the Denver radio station group (KKHK-FM, now known as KQMT-FM), with an estimated fair market value of $55 million, plus $20 million in cash. The Company has allocated $153 million, $42 million and $136 million of the purchase price to FCC licenses, network affiliations and goodwill, respectively. The purchase price allocation was finalized during the first quarter of 2004.

Non-Operating Items – The first quarters of 2004 and 2003 included several non-operating items, summarized as follows (in thousands):

	First Quarter Ended March 28, 2004				First Quarter Ended March 30, 2003
	Pretax Gain (Loss)		After-tax Gain (Loss)		Pretax Gain (Loss)		After-tax Gain (Loss)
Loss on change in fair values
of derivatives and related investments	$(45,501	)	$(27,755	)	$(36,895	)	$(22,580	)
Gain on sales of subsidiaries and
investments, net	21,518		13,126		49,954		30,572
Loss on investment write-downs and other	(2,596	)	(1,584	)	(228	)	(139	)

Total non-operating items	$(26,579	)	$(16,213	)	$ 12,831		$ 7,853

In the first quarter of 2004, changes in the fair values of derivatives and related investments related entirely to the Company’s PHONES and related Time Warner investment. The $46 million non-cash pretax loss resulted from a $29 million increase in the fair value of the derivative component of the Company’s PHONES and a $17 million decrease in the fair value of 16.0 million shares of Time Warner common stock.

In 2004, the gain on sales of subsidiaries and investments related primarily to the sale of the Company’s 50% interest in La Opinión for $20 million, resulting in a pretax gain of $18 million.

In the first quarter of 2003, changes in the fair values of derivatives and related investments related entirely to the Company’s PHONES and related Time Warner investment. The $37 million non-cash pretax loss resulted from a $20 million increase in the fair value of the derivative component of the Company’s PHONES and a $17 million decrease in the fair value of the 16.0 million shares of Time Warner common stock.

In the first quarter of 2003, the gain on sales of subsidiaries and investments resulted primarily from the divestiture of the assets of the Company’s remaining Denver radio station, KKHK-FM. KKHK-FM, now known as KQMT-FM, plus cash of $20 million, was exchanged for the assets of KWBP-TV, Portland, Ore. and resulted in a pretax gain of $51 million.

NOTE 6: INVENTORIES

Inventories consisted of the following (in thousands):

	March 28, 2004	Dec. 28, 2003
Newsprint (at LIFO)	$47,780	$34,181
Supplies and other	12,560	11,928

Total inventories	$60,340	$46,109

Newsprint inventories are valued under the LIFO method and were less than current cost by approximately $3.0 million and $2.9 million at March 28, 2004 and Dec. 28, 2003, respectively.

NOTE 7: LONG-TERM DEBT

Debt consisted of the following (in thousands):

	March 28, 2004		Dec. 28, 2003

Medium-term notes, weighted average
interest rate of 6.2%, due 2004-2008	$ 883,285		$ 913,285
Capitalized real estate obligation, effective interest rate of
7.7%, expiring 2009	84,341		87,511
7.45% notes due 2009, net of unamortized discount of $4,004
and $4,185	395,996		395,815
7.25% debentures due 2013, net of unamortized discount of $5,547
and $5,699	142,668		142,516
7.5% debentures due 2023, net of unamortized discount of $4,614
and $4,673	94,136		94,077
6.61% debentures due 2027, net of unamortized discount of $7,320
and $7,396	242,680		242,604
7.25% debentures due 2096, net of unamortized discount of $18,633
and $18,680	129,367		129,320
Interest rate swap	33,596		31,588
Other notes and obligations	2,888		3,034

Total debt excluding PHONES	2,008,957		2,039,750
Less portions due within one year	(163,600	)	(193,413	)

Long-term debt excluding PHONES	1,845,357		1,846,337
2% PHONES debt related to Time Warner stock, due 2029	566,960		535,280

Total long-term debt	$ 2,412,317		$ 2,381,617

Exchangeable Subordinated Debentures due 2029 (“PHONES”) — Under the provisions of FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” the PHONES consist of a discounted debt component, which is presented at book value, and a derivative component, which is presented at fair value. Changes in the fair value of the derivative component of the PHONES are recorded in the statement of income. The fair value of the derivative component of the PHONES debt is calculated as the difference between the quoted market value of the PHONES and the estimated fair value of the discounted debt component of the PHONES. The fair value of the discounted debt component of the PHONES is calculated based on an estimate of the current interest rate available to the Company for debt of the same remaining maturity and similar terms to the PHONES. The book value of the discounted debt component is based on the prevailing interest rate (8.125%) at issuance of the PHONES. The market value of the PHONES, which are traded on the New York Stock Exchange, was $700 million and $650 million at March 28, 2004 and Dec. 28, 2003, respectively.

At March 28, 2004 and Dec. 28, 2003, the discounted debt and derivative components of the PHONES were as follows (in thousands):

	March 28, 2004	Dec. 28, 2003
PHONES Debt:
Discounted debt component (at book value)	$434,640	$432,160
Derivative component (at fair value)	132,320	103,120

Total	$566,960	$535,280

Time Warner stock related to PHONES (at fair value)	$269,120	$285,440

In 1999, the Company issued 8.0 million PHONES for an aggregate principal amount of approximately $1.3 billion. The principal amount was equal to the value of 16.0 million shares of Time Warner common stock at the closing price of $78.50 per share on April 7, 1999. The Company may redeem the PHONES at any time for the higher of $157 per PHONES or the then market value of two shares of Time Warner common stock, subject to

certain adjustments. At any time, holders of the PHONES may exchange a PHONES for an amount of cash equal to 95% (or 100% under certain circumstances) of the market value of two shares of Time Warner common stock.

At March 28, 2004, the market value per PHONES was $87.50 and the market value of two shares of Time Warner common stock was $33.64. If the PHONES are exchanged in the next year, the Company intends to refinance the PHONES, and has the ability to do so, on a long-term basis, through its existing revolving credit agreements. Accordingly, the PHONES have been classified as long-term.

Long-Term Debt Retirement — In the second quarter of 2004, the Company redeemed all of its outstanding $400 million 7.45% debentures due 2009 and retired $66 million of its 7.25% debentures due 2013 and $165 million of its 6.61% debentures due 2027 through cash tender offers. The Company paid approximately $760 million to retire this debt and, as a result, will record a one-time, after-tax non-operating charge of approximately $85 million, or $.26 per diluted share, in the second quarter of 2004. The Company funded these transactions with cash and the issuance of commercial paper.

6.61% Debentures — In connection with the Times Mirror acquisition, the Company assumed $250 million of 6.61% debentures due Sept. 15, 2027 (“Debentures”). The Debentures are redeemable at the option of the Company, in whole or in part, at any time after Sept. 15, 2004 at a redemption price equal to the greater of (a) 100% of the principal amount or (b) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date. The Debentures may be put to the Company on Sept. 15, 2004 at 100% of face value plus accrued interest. If the Debentures are put to the Company on Sept. 15, 2004, the Company intends to refinance them, and has the ability to do so, on a long-term basis, through existing revolving credit agreements. Accordingly, these Debentures have been classified as long-term. Subsequent to the long-term debt retirement in the second quarter of 2004, $85 million of the Debentures remained outstanding.

Interest Rate Swap — The Company is currently a party to one interest rate swap agreement assumed in connection with the Times Mirror merger. This swap agreement relates to the $100 million of 7.5% debentures due in 2023 and effectively converts the fixed 7.5% rate to a variable rate based on LIBOR.

Revolving Credit Agreements — On March 26, 2004, the Company renegotiated its revolving credit agreements with a number of financial institutions providing for borrowings in an aggregate amount of up to $1.0 billion, expiring in Dec. 2008. The new agreements contain various interest rate options and provide for annual fees based on a percentage of the commitment. The agreements contain covenants which require the Company to maintain a minimum interest coverage ratio. At March 28, 2004, no amounts were borrowed under the agreements, and the Company was in compliance with the covenants.

NOTE 8: PENSION AND POSTRETIREMENT BENEFITS

The components of net periodic benefit cost (credit) for Company-sponsored plans were as follows (in thousands):

	Pension Benefits First Quarter Ended				Other Postretirement Benefits First Quarter Ended
	March 28, 2004		March 30, 2003		March 28, 2004		March 30, 2003
Service cost	$ 5,237		$ 4,568		$ 467		$ 649
Interest cost	20,032		19,655		2,927		2,966
Expected return on plans' assets	(32,796	)	(34,483	)	–		–
Recognized actuarial loss	11,096		6,077		34		–
Amortization of prior service costs	(459	)	(465	)	(139	)	2
Amortization of transition asset	(1	)	(212	)	–		–

Net periodic benefit cost (credit)	$ 3,109		$(4,860	)	$ 3,289		$3,617

For the year ended Dec. 28, 2003, the Company plans to contribute $6 million to certain of its union and non-qualified pension plans and $17 million to its other postretirement benefit plans in 2004. As of March 28, 2004,

$1.8 million of contributions have been made to its union and non-qualified pension plans and $4.3 million of contributions have been made to its other postretirement benefit plans.

NOTE 9: COMPREHENSIVE INCOME

Other comprehensive income for the quarters ended March 28, 2004 and March 30, 2003 includes unrealized gains and losses on marketable securities classified as available-for-sale and foreign currency translation adjustments. Comprehensive income reflects all changes in the net assets of the Company during the period from transactions and other events and circumstances except those resulting from any stock issuances and dividends.

The Company’s comprehensive income is as follows (in thousands):

	First Quarter Ended
	March 28, 2004	March 30, 2003
Net income	$ 120,681	$ 141,152

Unrealized holding loss on marketable securities classified<