Good day, ladies and gentlemen. And welcome to the Third Quarter 2012 Media General Earnings Conference Call. My name is Stephanie, and I’ll be your coordinator today. At this time, all participants are in listen-only mode. Following the prepared remarks there will be a question-and-answer session. (Operator Instructions) I would now like to turn the presentation over to Ms. Lou Anne Nabhan, Vice President, Investor Relations. Please proceed.

Thank you, Stephanie, and good morning, everyone. Welcome to our conference call and webcast. Earlier today, we announced our third quarter 2012 results. The press release is on our web site and a transcript of today’s comments will be posted immediately following the call and a little later today a replay will be available. Our presentation today does contain forward-looking statements which are subject to various risks and uncertainties. They should be understood in the context of the company's publicly available reports filed with the SEC, including the section on risk factors. Media General's future performance could differ materially from its current expectations. Our speakers today are Marshall Morton, President and Chief Executive Officer; George Mahoney, Vice President and Chief Operating Officer; and Jim Woodward, Vice President, Finance and Chief Financial Officer. Let me now turn the presentation over to Marshall.

Thank you, Lou Anne, and good morning, everyone. The third quarter was in many ways extraordinary for Media General. On June 25, the first day of the third quarter, we completed the sale of the majority of our newspapers to Berkshire Hathaway. We used the net proceeds from the sale immediately to reduce our debt outstanding from $652 million at the end of the second quarter to the $551 million you now see at the end of the third quarter. From an operating perspective, Media General’s television stations had an outstanding third quarter. Political advertising in this very competitive election year is at an all-time high. We’re benefiting from operating top-ranked stations, where political advertisers prefer to place their ads and from our presence in the key battleground states of Ohio, Florida, Virginia and North Carolina. Political revenues in the third quarter were nearly $20 million. The Summer Olympics in London was the most watched television event in U.S. history and that translated into record Olympics revenues for our 8 NBC stations, $15.5 million. On top of fully leveraging these event driven revenue opportunities, our core business was strong in the third quarter. George will elaborate on that in a moment. Broadcast cash flow more than doubled to $41 million this year from $20 -- from $19 million last year. Station revenues increased by $28 million or 42%. Broadcast cash flow margin in the current quarter was 43.5%, compared with 29% last year. Weeks since the third quarter closed have also been remarkable. Last week, we completed the sale of our only remaining newspaper group, The Tampa Tribune and its associated print and digital products. With that sale, the transformation of Media General’s business model to one focused entirely on broadcast television and digital media is complete. Media General is…

Thank you, Marshall. It is wonderful to be able to focus all of Media General’s resources on our higher margin Broadcast Television and Digital businesses. Media General has an attractive economic model, fueled by revenue growth, including Political, Retransmission and increasingly, Digital revenues. Let me review our operating results for the third quarter of 2012. Operating income was $22.5 million, more than four times last year’s $4.8 million. The current year is even stronger when you consider that it included $3.3 million of corporate severance expense, the absence of last year’s $1.9 million salary expense savings from a company-wide furlough program, higher sales commissions on our increased revenues and about $1 million of incentive compensation expense that was not present last year. Total revenues increased 42% in the third quarter to $94 million this year, compared with $66 million last year. This growth was driven by nearly $20 million in Political revenues and $15.5 million in Advertising during the Summer Olympics. Approximately $2.5 million of Political advertising that aired during the Olympics is included in both the Political and Olympics amounts. The main revenue story for the third quarter is, of course, Political. We have six stations in four key presidential battleground states - Florida, Ohio, Virginia and North Carolina. This quarter's political revenues reflect spending by the presidential campaigns, PACs, Super-PACs and some state and local campaigns. Our Ohio, Virginia and Rhode Island stations also benefited from closely contested Senate races. As we announced last week, we have increased our outlook for Political revenues for the full year to between $57 million and $58 million. Our Olympics revenues increased 40% compared to the 2008 Summer Games in Beijing. As Marshall noted, the London Games broke all sorts of viewership records, and we benefited from this heightened interest. Of the…

Thank you, George. I’d like to call our attention to the new presentation for operating costs on the consolidated statements of operations in our press release. Starting with the third quarter, our statement reflects new line items for station production expenses and station SG&A expenses, and a separate line item for corporate expenses. Station expenses in the third quarter increased 12%, including higher sales costs associated with our increased revenues and the absence this year of $1.2 million in furlough savings at the station level last year. Corporate expenses in the third quarter were even with last year at about $7 million excluding $3.3 million of corporate severance expense, $700,000 from last year's furlough savings and $1 million of incentive compensation expense that was not present last year. The first line in the supplemental corporate expense table shows our corporate expense this year was $6.4 million compared with $7 million last year. These amounts included the furlough impact I just described and some benefit this year from a corporate staffing reduction that occurred on July 31st. The savings from the corporate downsizing, which affected 75 positions, will be more evident in fourth quarter and next year. Some of the employees who were notified on July 31st that their position was being eliminated were given delay termination dates to avoid business disruptions. Most of the 75 people who were notified have now left. We’ve implemented plans to reduce corporate expense from $32 million annually to $20 million, a run rate we're already close to achieving. Our corporate staffing has actually been reduced in half since June, including the employees who went to work for World Media Enterprises and employees from the July 31st reduction in force. Total interest expense in the third quarter was $20 million, of which $2.4 million was…

Thank you, Jim. Let me provide some guidance for the fourth quarter. Total revenues are expected to increase 25% to 28% over last year. That includes everything political, retrans and so forth. Our stations are focused on a couple of things. First, no surprise, we are managing our inventory as strategically as possible through Election Day. Beyond then, the stations are focused on post-election opportunities to recapture revenue from the political displacement. And a lot of planning internally and with advertisers has already gone into that. We are also capitalizing on Thanksgiving and Christmas holiday advertising opportunities. Additionally, our stations have done an excellent job expanding their local news and programming. We’ve expanded the morning news block to as early as 4:30 in many markets, and we’ve added 7 p.m. newscast as well as Saturday, and Sunday morning local newscasts at several stations. It’s not unusual for Media General station to run 35 to 40 hours of local news each week. Many of our stations produced very popular local variety shows. This averages about five hours a week at the stations that offer this type of programming. All of this local content attracts new viewers and advertisers, reduces syndicated programming expense and increases our spot inventory and will help position our stations in 2013, as they work to recapture the lost event driven revenues from this year. Media General is in a strong position to move forward, building on a platform that is digital and broadcast in a world that I think is filled with more and more users who are getting their information through digital means and broadcast television. So with that and a strong management team I have been working with for years available to succeed me, I'm convinced we’re in great shape. Media General will have the pleasure of speaking at the UBS Global Media and Communications Conference in New York in December. I hope to see many of you there, and I'll be pleased to take your questions.

Thank you. (Operator Instructions) Your first question comes from the line of Barry Lucas with Gabelli & Company. Please proceed.

Thanks very much and good morning. I have a couple of Marshall.

Okay.

And first, the total revenue, sort of, fourth quarter that you provided guidance for is remarkably comparable to Gannett’s number here today. Not surprising given the NBC profile and the stations that you own but maybe you could address the -- what's doing in the core pacings and particularly core pacings beyond the election?

George, you want to talk about that?

Happy to do that. Barry, good morning.

Good morning, George.

It’s a pretty noisy time to be talking about pace but what we’re seeing is that the fourth quarter looks strong for us. I think it’s premature in the fourth quarter to be talking about any particular number but we are pleased with what we’re seeing for the fourth quarter?

Okay. Let me try something little bit different than. I just happened to be going back because the BCF number that you provided was a pretty good one and the margin is I think better than I can ever recall seeing at Media General. In fact, going back to 2004 during the same election period, the margin was in the low 30. So what’s unusual other than you had a great Olympics and political number but you had Olympics in political back then. So what’s unusual and maybe more important how sustainable is the margin improvement?

A big difference of course is that we pulled our costs overall down during that time period. The world of 2004 and the world of 2012 are two different things. And so we’ve learnt to get more out of that -- given our programming and more out of a given group of people because electronics and technology do that. We’ve also, I think, got to say that yes we see it as a sustainable kind of margin. One of that -- we've got two ways to get broadcast cash flow, one is obviously the revenue side, the other pace is spending the money more efficiently. Jim mentioned that $32 million going to 20 on corporate expense, we are essentially there. I mean, we’re so close already that we can see that and some of that comes from the fact that we no longer are supporting a publishing side of the house. Publishing is remarkably physical and despite all the intellectual input that goes into it to get the package out, the customer has a lot of physical attributes and the average -- the average revenue per invoice, for example, is a fraction of what it is in the broadcast side. So that the handling and total handling is remarkably different. I think there’s that but the biggest piece is when we pulled our cost down effectively and we’re doing it through 18 TV stations, not through 64 newspaper spots 18 TV stations.

Great, Marshall. Thanks. Last item for Jim is I look at the balance sheet now and sort of 550-ish million of debt and think about what the puts and takes are for year end, maybe you could just highlight things like is that pension outlay already in the cash flow number and the balance sheet and so what happens other than the normal funds from operations in Q4 that moves that debt number up or down?

Well, first, the pension contributions, we’ve made all our pension contributions in 2012 that we will need to make. All those have been contributed. So that cash numbers have flow through the statement as well as through the balance sheet. The numbers that pushed the debt numbers, the balance sheet number up is we continue to amortize and recognize the discount, the debt modification in the fees, that’s kind of push that number up. The principal amount of our debt is $601 million.

Okay. And then that gets reduced by the free cash and/or any proceeds if there are any proceeds from, Tampa?

Correct.

Okay. Thanks very much.

Sure.

Your next question comes from the line of Edward Atorino with Benchmark. Please proceed.

Needless to say, nice quarter. I’m looking at this free cash calculation. I think I’m at the right page here. As a negative but in the $80 million loss, isn’t there the $17 million of sort of non-recurring stuff?

Yeah, sir.

Right.

Yeah.

And that’s a non-cash, that $17.3 million?

That $17 million is non-cash.

So why you dumping in the free cash flow, shouldn’t you add it back and sort of a negative 12 have a positive five?

Barry, I’m sorry. What…

You have a loss of $18 million to get to a negative 12 on free cash flow but if the negative 18 includes $17 million I would call non-recurring, could you sort of add it back and let’s say have adjusted free cash flow positive or is that accounting legal?

Yeah. I need to check with my accounting folks. The presentation of the information has lot of rules around it and we try in the supplemental information and …

In your income statement, you would show loss from whatever and then you would show you’ve some kind of adjusted net income number. You’re just penalizing yourself. As I look to benefit now, such a good year end and big negative free cash flow but then I’m looking at the details and I think you’re penalizing yourself?

Ed, you and I must have gone to the school of accounting because -- of course, I’m not an accountant but I feel the same way about it. If the whole idea is to talk about free cash, your analysis is….

Yeah. I mean, just because I got great quarter and no free cash, I was just a little bit puzzled on that.

Thank you for that. I think that’s our presentation point that we can ….

Yeah. Also that the follow-up on Barry’s question, I’ve heard this crowding out thing, what you call it, it has got to be pretty serious and is there. I know you call a sell-out number post election and is there any money spilling over beyond January 1 into early 1Q -- Q1?

I’m going to let George answer a piece of that but I wanted to say I’ve been visiting our stations over the past couple of weeks talking with them about Media General in its current format and how much opportunity that provides them to go in their marketplaces and the thing that they have been wrestling with for the past several weeks has been the crowd out issue.

Yeah.

Unfortunately, we have lot of experience with that in 2010 and did a very good job of working with the advertiser upfront to let them know that there was this potential end to begin planning already to move that advertising into November and December. And I believe, we’ll be successful in doing that again. We’re certainly pushing in that direction very hard, because you’re right, managing that inventory available time inventory, when you get candid of money and pack money coming in at the last minute all looking for a home that they like and you want to keep everybody happy and convinced that you can accommodate them has been a trick, but it’s a trick but its high-class problem that we’re enjoying working with.

Now, sort of leapfrogging forward to let’s call it next years third quarter when all the political money goes away and you resell or whatever you call it, we reallocate the kind of the politicians stock. My understanding is some politicians get big discounts, others don't. Will you have sort of a quote rate advantage, when you resell the low rates on -- on some politicians in the regular rates and others would seem to me with net out below normal “pricing”, am I right or not?

Well, the rules are tricky. But I shy away from saying that some politicians got a different way than others. The state level races are bit different from federal races and things like that and the rules are pretty complex.

Right.

And again into those on the phone, but when we get into the next year, this is one our centralized traffic operation, which is the way we allocate and price our inventory, it becomes critical for us. And in environment like right now for core business is good as well as the political business, we really are in a nice situation because we really not discounting anything, so it’s…

I see. Okay.

You follow me. I mean…

Yeah. I got you.

…if we got in a like transaction period and we were selling off inventory cheaply, we owe that same price to the politician that’s the whole lowest unit rate.

So next years third quarter you sort of “normal”?

Well, next years third quarter, we don’t have too much political, our couple of our…

I mean on your pricing. The pricing is not going to have any built-in upside, much built-in upside.

Not built-in but based on how well we deal with the inventory, we can do it for ourselves. It’s all -- it’s like airline seats, you know. I mean, it’s all auction.

Yeah. Yeah.

Okay.

Okay. Thanks.

Sure.

(Operator Instructions) Your next question comes from the David Cohen with Midwood Capital. Please proceed.

Hey, gentlemen. Have couple of questions. One, you comment on expectations for fiscal 2012 of making it just famous to $65 million. Now let’s hope lot of changes that occurred in your balance sheet, but my sense is that is actually a pretty good approximation for what go forward cash interest expense will likely be given the 601 principal amount of your debt, is that an accurate assumption?

Yeah.

Okay.

Yeah. It’s -- look bear in mind that we can refund the 2017 bonds and 2014. So, I mean -- going forward as long as you don’t look too far forward, I think…

Yeah. I am not looking too far. I mean at least 2013.

Yeah.

And then the expectations for total revenue growth, is that 25% to 28% is that net of agency commissions?

Yeah.

That’s GAAP revenue, okay.

Yeah.

And is there anywhere did you provided, given that -- the company transform so much after June, is there anywhere you provided a presentation of your face results like you have today for 2011 so that for example, what was broadcast cash flow for all of 2011 by the same categorization that you have today.

Have you look at the 8-K, I think you find what you need there, but if not give us ring.

Issued when?

The 8-K was issued…

June 29.

June 29…

Yeah. Every press release.

Yeah. There was a 8-K there, in June. That’s right.

I thought, I look -- I certainly look for that and then could you reiterate your comment about corporate expense run rate?

I think Jim and I said the same thing, Jim you.

Yeah. That we set a goal $20 million and Marshall is right, we are all but there and at that run rate, we are confident and I know that we can -- have retain that run rate for 2013.

Okay. So just by comparison to say this quarter the best approximation is the 6363 that we look more like $5 million on a quarterly basis.

Correct.

Okay. And the incentive compensation that you have here is that non-recurring, we likely to potentially see that…

Performance based, so we hope its reoccurring.

Okay. But in the $20 million is not inclusive of that.

That is correct.

Okay. Great. Thanks gentlemen.

Thank you.

(Operator Instructions) Your follow up question comes from the line of Edward Atorino with Benchmark. Please proceed.

Question, the previous gentleman sort of gave me all the details. Thanks.

(Operator Instructions) Your follow-up question comes from the line of David Cohen with Midwood Capital. Please proceed.

Yeah. One last question, you obviously had fantastic revenue growth in the quarter and your station operating cost grew at a much lower rate than that. Can you give us a sense of in the future what that relationships likely to look like in terms of the relative growth in station operating versus revenue growth?

I’m going to profess Jim’s response to that by saying that and this goes back on earlier question about broadcast cash flow margins. We realize that we could make a lot of improvement on the margin level and so we have a corporate project underway right now, pushing further on that score. You saw some improvement this quarter helped by good revenues but the relationship ought to be one, where we see much better broadcast revenue growth to the company a much slower or reducing level of costs.

Okay.

The only thing I would add to that is a, if you trying to think about '13. I would think about some of the normal costs, the salary increases for the folks that are performing well. And we are also balancing an investment in growing our margin with growing the margin if you will. So, yeah, there could be and will be some increase in that, but I think it will be more than compensated by the increase in margins.

I think it’s worth focusing on this, David, because our result this year have been muddied a bit by the move from a broadly diversified media company to tightly focused digital and broadcast company. So, there is lot of surplus our extra one-time expense as you pointed out in the numbers thus far. The fourth quarter as we see and now should be clean. We’ve done all the accounting of for the sales and dispositions. We’ve announced the employee staffing reductions those are behind us and so moving forward, we able to see the fourth quarter is reasonably go to approximation of what you look for going forward.

And that’s important to us as we ahead into '13, we are broadcast and digital company, and we need to make that clear. So, our bonds are callable. The 2017 bonds are callable in February of 2014. And we are actively engage in monitoring the market, working with our advisors to make sure that we take advantage of that opportunity to lower our cost to debt. And being transparent and having pure broadcast in digital expenses into '13, we will give everyone in the market, but equity and debt a better picture of what we are capable of.

Is what kind of a pricing could you call at in '14?

It’s a 106. It’s 105 and 7, 8, 106.

Okay. In February…

And the bonds are trading…

Yeah. Actually, trading…

Yeah. At 116, 15. So, we loved to be able to doing now, but bond investor see media journal as an excellent investment.

Right. Thanks, guys.

Thank you.

Your next question comes from the line of Barry Lucas with Gabelli & Company. Please proceed.

Thanks for the follow-up. Marshall and George anything left in the portfolio in terms of real estate or other assets that might be monetize that could help you on the balance sheet or get to that February '14 date that we are going to be looking forward to?

Jim is looking at surplus assets and he has kept that under his -- in his per view for sometimes. I would just say before that on operating assets at the moment we like the once we have got. We are interested in duopoly kinds of situations. We’ve got one that works very well for us. It allowed us to expand our impact in the marketplace. There are still two voices one we owned, one we managed and it works profitably for us and for the people who are they are on the station we’ve got better equipment and better situation. When it comes to surplus property Jim?

Yeah. The one thing I will point out is in the sale of the Tampa Tribune we retain bulk of the real estate that what was sold was the building that has offices and the presses for the newspaper. So we retain the surface lots, the parking desk and we are looking to monetize those when at the right price and in the market. So that would help us on the balance sheet. We also retained a office building in New Port Richey. And we have other partials that we are actively marketing, so that would help, monetizing those would help us on the balance sheet, definitely would.

Keep those material, could they be material?

They could be material. Yes. Less noticeable.

They are least noticeable and in the -- I hate to give a price, but they could be material and they are surplus to us. We don’t need them in the operation of our business.

Great. Thank you.

Your next question comes from the line of Edward Atorino with Benchmark. Please proceed.

Not showing any digital revenues I think your last 8-K or 10-K, what would I call, did have a blind for digital media, they just buried away in the broadcasting or they so small now they don’t count?

Supplemental information they are, I think George mentioned, there were $2.7 million buried…

Oh! I see, well, I got them. I found them. Okay. Got it.

Yeah.

Okay.

20.7% increase.

Yeah. Now, I’ve got it. Okay. And just was looking for the income statement. Okay. Got it. Thank you.

Sure.

(Operator Instructions)

Well, let’s talk to no more questions. Thank you very much for this and chance to talk to you today will, as I said earlier will be in New York in December at the UBS Conference and look forward to seeing you there. I appreciate your interest. Give a call anytime. Thank you.

Thank you for your participation in today’s conference. These conclude the presentation. You may now disconnect. And have a great day.