Ladies and gentlemen, thank you for standing by and welcome to The E.W. Scripps first quarter earnings report. (Operator Instructions) Now with that being said, I'll turn the conference now to Tim King. Please go ahead, sir.

Thank you, [John], and good morning, everybody. We appreciate you joining us for this call. In just a minute I'll turn the call over to our CEO and CFO for their prepared remarks before we open up the phone lines for your questions, but first let me tell you who's with me on the call today. Rich Boehne, the President and Chief Executive Officer, will give you a brief strategic overview, followed by Tim Stautberg, the Senior Vice President and Chief Financial Officer. He'll discuss the first quarter operational and financial highlights and he'll also cover some non-operating data for you as well. Joining us then for the Q&A portion of the call are Mark Contreras, the Senior Vice President of Newspapers, Brian Lawlor, the Senior Vice President of Television, and Doug Lyons, the Vice President and Controller. Now just a couple of housekeeping items for you. If you can't stick with us for the duration of the call you can access a streaming audio replay by going to Scripps.com and clicking on the Investor Relations link at the top of the page. We'll have it there in just a few hours and we'll leave it there for a few weeks. You can also use that link to find today's press release and the quarterly financials. As a reminder, when you're reading the release and the financial tables, the results for the Scripps Networks and Interactive Media divisions are presented at discontinued operations, as they have been since the third quarter of 2008. As always, our discussion this morning may contain certain forward-looking statements and actual results may differ from those predicted. You can check Page 11 of the Form 10-K from 2008 to read some of the factors that may cause results to differ from what you're about to hear. With that, I'll turn it over to Rich.

Thanks, Tim. Good morning, everyone. Ad revenues in the first quarter were flat-out terrible. That's not unexpected or out of line with our peers, but still what we experienced in the first quarter is a real world example of what happens when a nation's economy jumps the tracks. Let's all pray America gets its mojo back soon but, in the meantime, at Scripps we intend to stay focused and work our long-term plan. And, obviously, we must be willing to cut costs, make hard decisions and endure some pain to protect our financial health. As I'll talk about later, we believe our low debt and financial flexibility is a big competitive advantage in this environment. It's a strategic asset we must protect during the depths of the recession. As you saw in the first quarter, we're aggressively revamping our cost structure. Employee compensation is being reduced in a number of ways, including straight-up salary and bonus cuts and deep reductions in retirement benefits. These cuts are wrenching. They're hurtful to our employees, but necessary for short-term financial health. These changes are also some of the first steps in a redesign of employee compensation aimed at keeping and attracting the talent we must have for future success. Although it may not look like it based on our actions during this recession, out industry's future is dependent upon its access to great talent. We also in the first quarter made one of the most difficult decisions I've ever participated in. We closed one of the nation's very best major market newspapers, the Rocky Mountain News in Denver, and we had to separate from the company a newsroom of highly talented journalists. The reason was very simple: We were losing money in Denver and we did not believe recovery was possible, particularly given…

Thanks, Rich, and good morning, everyone. As you read in the press release this morning, our revenue in the first quarter came in at $205 million, which was 20% lower than in the first quarter of 2008 but in line with industry peers. Unfortunately, there was nowhere to hide during the current storm, as declines in both local and national advertising accelerated. We reported a loss from continuing operations for the quarter that included several nonrecurring items I'd like to highlight. First, we recorded a preliminary non-cash charge of $192 million after-tax to writedown the carrying value of the goodwill and other intangible assets at our TV Station group. Now due primarily to increases in the cost of capital for local media businesses and declines in our stock price and that of other publicly traded television companies during the first quarter, we determined that indications of impairment existed for our television goodwill as of March 31st. Under the two-step impairment testing process required by FAS 142, we then went through a preliminary valuation process and determined that the fair value of our television business did not exceed the carrying value of our television net assets as of the end of the quarter, causing us to writedown to zero the value of goodwill and making a small adjustment to other intangible assets. The second nonrecurring item is related to our newspaper interests in Colorado. As Rich mentioned, we were unable to find a buyer for the Rocky Mountain News and proceeded to close the paper at the end of February. As part of the process of exiting the Denver market we have agreed to transfer our 50% interests in both the Denver Newspaper Agency and Prairie Mountain Publishing to Media News Group later this year. The operating losses and wind-down costs…

(Operator Instructions) Your first question comes from Alexia Quadrani - J.P. Morgan.

My first question is in the Newspaper business, if you look at the different regions you participate in, are you seeing signs of maybe stability or bottoming out in certain regions? Is Florida still the worst area? And then on the Broadcast side of the business if you can maybe talk about forward pacings, what you're seeing there.

We'll let Mark talk about the Newspapers first and then Brian will talk about TV.

Alexia, Florida, as you know, kind of went into things first. I don't want to say or signal that they are out of the difficulties that they've been in, but I guess the best way to characterize them is that the entire group is performing similarly and so Florida doesn't stand out like a sore thumb like it had in quarters and years past. I hope that's helpful.

And on the broadcast side I would tell you that Florida continues to struggle. The challenges that we've had in that market are probably slightly greater than the profile of the rest of our group.

And general pacings just across Broadcast - are things looking just as bad, I guess, in April/May?

Yes, to be honest with you, they're pacing kind of in line with the way they paced in first quarter. And, you know, with the business breaking differently we're seeing much different habits. Business is coming in much later than it has in the past, but I would say that the second quarter pacing reflects a similar trend to how we saw things going in the first quarter.

And then just a quick question on your online business in general. You mentioned in the prepared remarks or in the release that online advertising was down, but if you exclude the advertising associated with the print product you are seeing some pickup there. Is there certain verticals - I assume it's in the retail sector that you're seeing pickup in the online business, is that correct?

Probably the biggest place where we're seeing growth and the biggest contributor to that 30% growth in pure play is behavioral targeting with our Yahoo! partnership. All of the verticals - auto, real estate, help wanted even - are down, but our ability to sell behavioral targeting has really caught on with our advertisers and particularly with our sales forces. We compete in the consortium with other companies - we're members with other companies, I should say - and we're very proud of the results that we've driven so far. We're kind of at the top of the consortium in terms of gross dollars sold in that. So that's really what's driving the pure play number the most.

Your next question comes from Craig Huber - Barclays Capital.

Can you give us an update of how April is trending - or trended, I should say - for newspapers, how April was? Was it similar to the first quarter? I realize there's an Easter effect in there, but can you normalize for that?

Slightly better on the revenue side, but no great shakes. And we're going to get the full benefit in the second quarter of the expense actions that we took in terms of the 401(k) match and particularly the salary reductions. So we anticipate expenses to get a couple of points better in April and we're hoping that that continues throughout the rest of the year.

And then also on online, can you just in total for online, what was your total dollars online - you said [inaudible] was your total online TV revenues, please, in the quarter?

For Newspapers we were about $7.3 million for total online advertising for Newspapers. About $3.3 million of that was pure play and then the remainder was combo.

And on the Broadcast side our online revenue was just under $1.5 million for the quarter.

And then also in the quarter if you could just break out, in total, how did online help wanted, auto and real estate do year-over-year?

Craig, I'm going to have to dig those up for you and get back to you, if that's okay.

My last question if I could sneak this in, in your Newspaper division, excluding newsprint and these one-time items, how much are you saying non-newsprint cash costs were down? Are you saying it's down mid teens?

Well, I didn't calculate it without the pension, but just non-newsprint cash expenses - your regular question - was down 7.5% and we'll calculate for you what it is without the pension. Pension expense for us in the first quarter was about $5 million, so we'll re-calculate that for you.

Your next question comes from John Kornreich - Sandler Capital.

In the $44 million of cash and short-term investments, $34 - $35 million is short-term investments. What is that exactly?

We invest those in short-term money market funds, mutual funds.

Okay, so there's no equity securities in there?

No. No, no, no.

And I'm a little confused on the pension expense, which you now think maybe $25 to $30 million. Is the pension expense a cash expense?

No.

I didn't think so.

No, that's just the reported expense running through the P&L separating the funding. So I'm trying to be clear about that on the call and in our financial statements. And we'll be filing the Q shortly with more details.

Now I want to try to trap you into an answer which you may not want to give. Your CapEx will be $50 million, your net interest expense - your net debt is about $30 million; it can't be more than $2 or $3 million - and taxes will be de minimus in a year like this. Do you expect to have free cash flow this year?

I'd say that as we headed into this year we did, and so we'll see how the rest of the year plays out.

I'm excluding the nonrecurring stuff.

Yes. Yes, that's right.

Okay, so it's tight one way or the other.

Yes.

Next, retransmission revenues alone in the first quarter were what?

I believe those were maybe $2 or $3 million, John.

So $10 million or so is a good number for this year?

$9 million.

Craig, this is Mark. We got the non-newsprint cash expense number for you. Excluding pension expense, it's down 14% Q1 this year to Q1 last year. And I'm working on the other stuff for you, too.

Your next question comes from Barry Lucas - Gabelli & Company. Barry Lucas - Gabelli & Company: A couple of items, if you could. What was the cash impact - I'm looking at the charge related to JOA - but what was the cash impact in 1Q and how does that look going forward if you're accruing losses until the closing with Media News?

First quarter operating losses at the Rocky Mountain News in terms of newsroom expenses was about $6 million and then we've accrued and will likely pay in the second quarter another $12 or $13 million. You know, the newsroom, we paid those folks through the end of April and then just severance and related wind-down costs are probably another $9 or $10 million. So all in, another $12 million in the second quarter for a total of about $20 million. Barry Lucas - Gabelli & Company: And after the second quarter we won't see a cash impact from the paper, then?

We don't expect that. Barry Lucas - Gabelli & Company: If we switch gears to TV, you mentioned that programming costs are up and that you've got an investment in the newsroom as you try to expand your presence, particularly on the Internet. Others in the space, as you rightly pointed out, have cut expenses in television pretty dramatically across the board, so maybe you could just talk a little bit more and drill down on the variance and in particular where do you see programming costs going forward?

You identified programming and that is one of the areas that we've shown a significant expense increase this year, up 12% in the first quarter. The reason for that expense is that we had some programming on several of our stations a year ago that was barter only, Martha Stewart being the biggest of that, and we made a conscious decision to move to some other programming that we thought would perform better for us, but it had cash expense. So that would relate to why we have such a significant increase there. And I do expect that programming increase to continue through the year. That'll catch up in September, but then we've made an investment in five of our markets for Dr. Oz for next year, so we will have programming increases all over the year. We have been disciplined as it relates to our expense, the way we're managing expense. We've had salary reductions among senior managers; we've eliminated bonuses in many of those cases. We've had a freeze on open positions. We've had a significant reduction in overtime. We've strictly managed travel and all operating. And so overall if you took out the pension and the programming expense, our expenses were minus 6% for the quarter. Barry Lucas - Gabelli & Company: One follow up on TV, if I may. Auto receivables, particularly Chrysler, how much of a hole might you be in?

Our exposure is not great, about $300,000.

Your next question comes from [Alfred M. Anderson - Anderson Family].

Good morning. I'm talking to you from Washington. I have a couple of questions. The first one is Rich mentioned something about spending some money to look at the Newspaper business model and I was wondering if first he could explain to me a little bit more in detail what the scope of that study is going to be, what sort of results are expected, and secondly, how much money is going to be expended on it?

Hi, Mr. Anderson, this is Rich. Yes, as I said, coming out of our experience with the Yahoo! consortium and then some other efforts, we really do believe that one of the challenges the newspaper industry has is completely duplicating its costs market after market after market, and it's a business that has not traditionally taken advantage of scale in expenses or in activities that don't necessary directly touch a reader or an advertiser. So, yes, we've set back and are spending not a great deal of money so far but a little bit, but an awful lot of time and effort to see if we can find a way to simplify that business model. And the results of that are some months out from here yet. It's a big effort. But we're very serious in believing that we have to take a look at the fundamental business model that sits behind the newspapers. I'll let Tim and Mark, if they want to say anything else about it because they're right in the middle of it.

Alfred, this is Mark. I just would caution we're in the middle of a pretty comprehensive study and we're internally calling it Project Simplify, but the idea is to eliminate the complexity embedded in our business. A quick example: We have lots and lots of advertising rates across all of our markets. Probably given the environment and the complexity of those, we don't need to have all those; same thing with circulation, same thing with all of the internal workings of a paper that really a reader or an advertiser really doesn't care much about. So that's the essence of the project that we're working on. When we have conclusions from that and when we have specific tangible results from that we'll get back to you with specifics, but right now I think we're too early in the process to give you anything but the bare bones outline of what we're after.

Thank you. I'd like to ask one more question and that is I've noticed that there was a considerable grant of options in early March and I'm wondering if - they're obviously meant to serve as an incentive to the management to perform well in the future, but I'm wondering if you have any sort of incentive plan for the editors of the various newspapers and television stations, the managers, and whether you have any specific incentives for the advertising managers at each of your newspapers or TV stations?

Sure. I'll let Mark talk specifically, but let me say a little bit just generally. The approach to the company has always been at trying to incent long-term good performance, so we have always leaned more toward equity than we have toward cash. And especially in this period all of our managers have taken large pay cuts; most of them did not receive bonuses, and we have dramatically reduced our bonus opportunity across all managers in the company and feel that short-term that's the right thing to do from a cash standpoint. But we still do believe we have to try to incent people for the long term, so we're using those options. I'll let Mark talk about how they come down.

Alfred, yes, I would just add that we're having discussions this year, really re-thinking our entire compensation structure for publishers, for ad directors, for editors, and we're again in the middle of those re-thinkings. One of our core beliefs is that if you build audience, both in print and online, that's going to deliver value and that will be one of the kind of pillars of what gets built in terms of a new incentive plan for '09 and going forward.

Your next question comes from Craig Huber - Barclays Capital.

Historically if you just think about Denver, for years and years your company's management was hopeful that the Denver operation would turnaround and, of course, it didn't and obviously the economy reeled this whole thing out of control. Do you have any other markets for a number of quarters here that have not made money or close to it as you've kind of reevaluated what went wrong in Denver that you apply to other markets and think perhaps I have some other markets here with newspapers or TV stations that may not recover here and perpetually could be losing money? Do you have anything like that right now that you potentially could shut down other markets in the next six months to help your free cash flow, EBITDA?

The good news is the answer to that is no. Denver was a truly unique situation, not just with Scripps but in the newspaper industry, with a joint operating agreement with two mornings newspapers, a fair amount of debt there, and it's a large market suffering all the ills of large markets. So that was a decision that was made that really would enable the rest of our markets to have a much better time through the recession and then beyond. So luckily, as we say, we've got low debt, good financial flexibility and across the board for the most part we're in good markets that we think over the long terms should support good, strong local media businesses on a lot of platforms. So, I mean, we're not afraid to make hard decisions, as should be obvious by what we did in Denver, but at this point thankfully we don't see anything quite like that coming in the near future.

And then also just a nitpick question. As you look at Newspapers back here in the first quarter, was there much difference between the year-over-year percent change for January, February or March or were they all pretty similar to the overall quarter in ad revenue?

Not really. It was just a cavalcade of fun every month. It was just not terribly different month-by-month. I do have a follow up for the previous question that you asked for online by category. Help wanted for online was down 54%, real estate in the quarter down 16%, auto down 39%, and other down 2%. And again, that's just the online revenue by category.

You said other down 2%?

Other down 2%.

Your next question comes from John Kornreich - Sandler Capital.

Three quickies and then I have a suggestion for you and if you follow it up aggressively I want a 5% commission. But first three minor questions. On the programming expense, what's the outlook for 2010? Could it flatten out?

I think 2010, the increases will not be as significant as this year, but because of our commitment to Dr. Oz we will be showing programming expenses through 2010.

In Albuquerque, just curious, what's the surviving newspaper and who owns it?

That's owned by the Lang family and what we have today is just an interest in the cash flow. And we do have some rights and participation in the partnership, but it's owned and controlled by the Lang family.

On unit circulation, can you give us a flavor of daily and Sunday? I know the revenue was flat. I assume it was price increases, less unit declines. Could you just give us an idea on daily and Sunday what was the magnitude of the declines?

For copies?

Yes.

About 2% daily, John, and 1% Sunday.

So that's pretty good, very good. Suggestion: I'm always hearing from newspaper companies about their quote-unquote unduplicated reach - 72%, 79%. You know, we have just tremendous reach, especially among unduplicated upper demographics. If that's the case, why can't you guys get some real meaningful political dollars? Political, by my calculation, on an average annual basis - average - is now TV's third largest category. You guys are nowhere.

John, I'm going to kick this one to my partner, Brian, because we have talked about that and we do have plans coming up to address that.

And, John, I don't want to disclose too much, but it is something that Mark and I are talking about within our Broadcast division. We've got a strategy that we execute on the political side and we're going to be increasing our commitment to our political focus and I think there's an opportunity for us to include Newspaper within that strategy.

I mean, especially on the Newspaper side, where you're so heavy in Florida, which is always a battleground. It's a perfect fit.

Without the 5%, thank you very much.

Your next question comes from Scott Davis - J.P. Morgan.

Two questions, actually; the first is on the Broadcasting side. Are you seeing signs of national spot buyers kind of poking around given that the pricing on the local side has been probably decimated more than at the network side, so maybe the arbitrage is changing a little bit?

You know, national is relatively weak, as is local. I don't see a dramatic change between the two. However, I do see some new entrants on the national side that had not been there that I do think are taking advantage of the pricing opportunities that are probably new to us this year.

Would you expect that trend to continue? It depends on who's holding price and who's not, I guess, at the local level, right?

Correct. And yes, I would expect that trend to continue.

And then my second question was you've mentioned a few times the behavioral targeting aspects of the Yahoo! consortium and I guess I'm wondering, I mean, Yahoo! is obviously quite pleased with the consortium as well and the we sell/you sell and it seems like everyone's been pleased since the beginning, before Yahoo! turned on behavioral targeting specifically because they have other things that they bring to the table that presumably is good for everyone. So I guess I'm curious with the [inaudible] increasing that behavioral targeting might not be possible in the same way in the coming year because consumers might ask to opt into it instead of opting out of it, you know, just given some of the talk down in Washington. What would your view be on continuing with the consortium, how much of an impact do you think that would have if the behavioral targeting specifically was taken out of it?

We're very attuned to the discussions related to - particularly some of the Federal Trade Commission's thoughts - opting in and opting out. They, as you know, as recently as December issued guidelines which prescribe voluntary compliance to behavioral targeting practices by Yahoo! and other large pure play companies. At the moment Yahoo! did change their practices and only stores, I think it's 90 days' worth of personal data and that complies with what the FTC rolled out. So we're going to stay very close to the national debate, we're going to make sure that we understand what that is, but the way to think about our exposure and our experience with behavioral targeting is that we're basically in the first pitch of the first inning of this game and whatever results and however pleased we are right now we anticipate improving as time goes on. But I don't at the moment see in '09, for example, the regulatory environment getting terribly more constrained than it already has been.

And, gentlemen, no further questions in queue.

All right, John, we appreciate your help. Thanks, everyone, for joining us on the call.

Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation. You may now disconnect.