Good morning ladies and gentlemen my name is Cynthia and I will be your conference operator today. At this time I would like to welcome everyone to The E. W. Scripps Company’s Third Quarter 2009 Earnings Conference Call. (Operator Instructions). I would now like to turn the conference over to Mr. Tim King. Please go ahead.

Thank you very much Cynthia and good morning, everybody, thanks for joining us for this call. In just a minute, Rich Boehne the President and Chief Executive Officer will give a brief strategic overview of the business and then he will be followed by Tim Stautberg the Senior Vice President and Chief Financial Officer who will discuss the third quarter financial and operational highlights. He will also cover some non-operating data for you as usual. Then of course we will open up the lines for your questions. Joining us for that portion of the call are the executives who run our local media businesses; that would be Mark Contreras, the Senior Vice President of Newspapers and Brian Lawlor, the Senior Vice President of Television. Now the commentary you will hear this morning may contain certain forward-looking statements and actual results for future periods may differ from those predicted. You can go to page 11 of the 2008 Form 10-K to read some of the factors that may cause results to differ from what you're about to hear. Now if for some reason 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. It will be active later this afternoon and we’ll leave it there for a few weeks. As always you can use that link to find today’s press release and the quarterly financials as well. So with that, I'll turn it right over to Rich.

Good morning everyone on the call, thanks for joining us. As we have done during previous calls I am going to take a few minutes to look beyond the numbers and tell you what we’re doing, why we believe our decisions are in the best interest of the owners of the Company. You know it is awfully easy in challenging times to fill a conference call with data, forgetting that nearly all data points that flow from companies are preceded by decisions. For the record we believe our data compares well with our industry peers, ad revenues and TV and newspapers are down, although there has been some sequential improvement, especially in television. Also down are expenses, in some categories we have matched or more than matched the corresponding decline in revenue, in other categories we’ve chosen, we’ve made decisions to maintain or even increase our levels of spending. So here are some of the key decisions we’ve made that resulted in the pages of data you have and in the long-term strategy that we believe creates a compelling value opportunity for our owners. First and most important, we’ve decided that local news and information provided by TV stations and newspapers should be approached as a consumer product and consumers faced with many choices will flee unless we deliver compelling quality and value. That decision in the third quarter resulted in the protection of journalism positions in our newsrooms and in some cases direct investment in the quality of our content. The television stations, for example, are deep into a large-scale training program aimed at increasing the quantity and quality of local content we offer on air and on the web. This program would be an easy expense to cut given the current weakness in revenues, but with so many…

Thanks Rich and good morning everyone. As you know by now our revenue in the third quarter was $186 million down 19% from the year ago quarter, but in line with our peers. The only good news in that number is the fact that the rate of decline is lower than the 23% we reported in the second quarter. As you will hear in a few minutes, we exercised good discipline with respect to expenses during the quarter, but not enough to fully offset the declines on the top line. Our loss from continuing operations net of taxes was $0.07 per share compared with a net loss of $0.06 per share a year ago. Business was tough at our TV stations, but it improved over the course of the quarter. Revenue was down 22%, which was modestly better than the 24% year-over-year decline in the second quarter. Remember, the third quarter of 2008 included more than $13 million in political and Olympic advertising, so being down 22% given the tough comps and this year’s economy was no small feat. We noted on our second quarter call with you that we had been revising our weekly forecasts upward every week for seven or eight weeks in a row and I am glad to say that trend continued into the third quarter. Now, we are a long way from seeing a return to pre-recession spending levels, but we’re clearly starting to see signs of life from the advertisers in our markets. We benefited from Uncle Sam’s decision to help Americans trade in their gas-guzzlers, but the automotive category was showing improvement even outside the window of the Cash For Clunkers program. Automotive advertising was down 40% for the quarter and down 32% in September, which may not sound too exciting, but you…

(Operator Instructions) Your first question comes from Alexia Quadrani with JP Morgan.

Can you give us a bit more color on the auto category? You mentioned the lessening of decline, particularly in September. Is there any way you can give us a sense of how much the dealerships closing have hurt the business versus how much of a pick up you’re seeing in the existing dealerships that are left?

As we stated our automotive was down 40% in third quarter and we did see a progressive build through the quarter which ended 32% in September. I don’t think that we’ve seen much of an impact on the dealerships that are closing. Those have been traditionally lower performing dealerships that have had limited to no marketing budgets and so we really haven’t seen any impact. I would tell you that we are seeing some momentum. As we looked at October there were a couple of factory domestic groups that increased their spending year-to-year. Our individual dealer spending year-to-year in October was flat. In fact, although our automotive category was still down, the factory domestic, which is one of the subcategories within that, was actually up in October. So, while we still have a ways to go for the entire auto category to be positive, these are the first promising signs that we’ve seen in awhile.

In the third quarter we improved about two percentage points. Most of that, though, in our markets was the result of the Cash For Clunkers program and one bit of color on both the dealership question and on the mix, in our case, about a year ago we looked at the number of dealers that we did business with in the third quarter of last year and ‘07 to ‘08 it was down about 15%. We haven’t updated that number, but I think if we went back it would be down another five to ten percentage points, just the dealers that are no longer in business. The second point there is if you looked at the mix between print and online, print is down in the neighborhood of 40%, online though is down in the neighborhood of 20% and so there is about a 20 point gap between print and online and we think we’ll see some continuing robust growth in the online side and in auto when the economy breaks.

Staying on the print classifieds for a second, could you give us your longer-term view in terms of how much of the classified business, which segment within classified, which is auto, you think may come back? Which segment may come back in a healthier economy? Which segment in terms of print may not see any really bounce back because the money is moving elsewhere even in a better market?

Generally employment continues to be kind of the most ravaged and I think in terms of its bounce back, while growth in employment will help the overall economy, we’re not banking that Help Wanted in print is going to experience large pockets of growth. Real Estate though, we do have a bit more confidence in and at this point other classifieds which are primarily foreclosures and legal notices are holding up relatively firmly in this environment and I see that continuing to gain some strength, at least in the short term. Automotive, I still think we’ll see this gap in performance between print and online with continued decline in print, but some reasonable stability, if not some growth on the online side. I hope that is helpful.

That is very helpful and then is there any signs of stabilization either broadcast or print just in the Florida market? My last question is do you have an estimate on the broadcast side of what political is in the fourth quarter of this year?

Geographically for us, if you look first quarter to third quarter, Florida has slid two percentage points. If you looked at other geographies that we operate in, Tennessee has actually improved four to five points; California is down three points, so it has actually slid the worst. But, Texas, for us in general, has held up relatively well and it actually up five points if you take Q1 to Q3.

As it relates to Florida, we also saw improvement in both of our Florida markets. In the Tampa market the third quarter audit had the entire TV market performing seven points better than its first nine-month, year-to-date average, so that was really positive. Then the West Palm market improved four points over its year-to-date average, which would include that performance. I think we are clearly seeing a bit of a recovery there and we will be looking to that trend to hopefully continue in the fourth quarter. As it relates to political in the fourth quarter, $2.4 million is what we’re looking at.

Thank you very much.

Your next question comes from Craig Huber from Access 342.

Can you discuss what your TV patrons are looking like for the fourth quarter year-over- year? I am particularly interested in hearing what November looks like after the elections, any impact you might have there, but more importantly December.

Honestly, it is still a little early. One of the dynamics that we talked about in the first half of the year that continues to play itself out is how late the business is breaking and that trend still absolutely continues. We obviously saw some nice sequential growth through third quarter; September was the best month of the year; October obviously looked good on the spot side because of the heavy go with political and all of that displacement going away. But, we are still early in November and November and December, I still think, have a lot of business to write. I am optimistic about where I see the quarter, but I’m not quite ready yet to give some numbers just because I think there is still so much business to write.

Then also, as you guys think out on the TV side for costs for 2010 are there many opportunities left to take out a significant chunk of cost there and I would also be curious to hear about programming and how that’s lining up for next year in terms of costs year-over-year in that respect.

On programming we were up double-digits this year and most of that had to do with the decision a year ago in several of our markets to give up the Martha Stewart show, which was pure barter, and place programming that we felt would generate better ratings and more revenue for us, which were cash expenses. As a result, we had double-digit programming increases all this year. As it relates out to next year we’re looking at low single-digit programming increases and I think Tim referenced the fact that we just picked up the Dr. Oz show, which is doing very well for us in those five markets and so most of that increase is there, but I think we’ll be, again, very modest growth in terms of the programming costs next year. We are continuing to pull some costs out of the operation. This year we spent much of the year building out traffic and graphic hubs and in the fourth quarter of this year we’ll have the expense associated with all of those hub costs and severance costs, but all of that savings will come to fruition in 2010. So, I do still think that there is some more expense savings that we’ll be showcasing in 2010.

Okay and if we could switch over to the newspapers. Of this rough 27% ad revenue decline in the third quarter year-over-year how many percentage points of that do you think comes from advertising unit pricing being down on average at your newspapers versus volume?

You are persistent on this question, so I am going to take a crack at it, but I want to warn you that what I’m going to tell you is full run ROP. You shouldn’t take this and apply it to the entire revenue base, but retail rates in the third quarter were down about 2.5%, national down about 5.9%, classified and general down about 10% and that is a mix of Auto, Real Estate, Help Wanted, and Other, and each of them performed slightly different. Again, the warning here is that you can’t apply this to the ultimate ad revenue number, because it is just full run ROP, which is a big chunk of our business, obviously, but our product portfolios have much more in them than just full run ROP.

Fair enough, I appreciate that. Then also, by each of the three months in your super ad revenue how much was the decline for each of the three months year-over-year for the newspapers in the third quarter?

For the quarter it averaged about 27% and what we saw in September was 24% 25%, but here is the danger in looking at that: There was a difference in the holiday and so what we did was we looked at both August and September combined together and it’s about the same run rate as it was for the entire quarter. I don’t want to take what was reported, a better September and then transfer out that that’s going to signal continuing decline in the run rate, because I do think it’s largely as a result of the change in the holiday.

Then lastly, I know this probably comes with a lot behind the scenes, but do you envision a day where you could potentially get away with actually charging for online access to your newspaper websites?

We’re talking about that constantly. We have had some experiences both in Knoxville, as well as Albuquerque with that question and today our point of view would be that it is not immediately clear to us that that is a path to increasing our reach in our markets and significantly increasing our revenue. We just haven’t seen consumer behavior act that way. We are experimenting. We have one of our major papers on the Kindle platform; we are going to expand that to seven more by the end of the year. So, we are going to keep our toes in many, many waters to make sure that we’re knee deep in the discussion and we’re able to take some markets and experiment, but I don’t see that today as a panacea.

Great, thank you very much.

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

I guess I have two broad questions and I apologize because they both sound kind of negative and sort of unfair, because I think that you are actually fairly attractive small cap stock, but my first question is when I look at the newspaper performance and the year-over-year growth is getting a little bit better; it is getting 200 basis points better, but yet the comps eased by more than that. I guess I am wondering how much do you worry that there is a secular issue for the local economy as a whole? So, not just the secular issue for usage of these papers, or secular issues in terms of how advertisers use newspapers, but do you think that the US just is less of a local economy because there are more big businesses, there are less mom and pop places that need to advertise locally?

Over the past 20 years you have seen an expansion of the national media platforms, first on cable TV and then on the web; so without question there have been dollars over the past 20 years that have moved from local to national and that’s a long-term trend. So, what we focus on today is what’s the size of the uniquely local pie and how big is that, how much share can we take and how can we do that profitably. The uniquely local pie is still very large and presents a significant opportunity. It may not be a great opportunity for as many players as we see in markets today, there may need to be some consolidation, but that uniquely local pie is still very attractive and will continue to be even a pie that the nationals now target, because they try to move local.

I will take a crack at the local for the newspaper side. We have looked at the last couple of years and we tracked this for a number of years, the total pie of locally available ad dollars. In ’07 and ’08, largely for reasons of the economy shrinking for advertising, that pie has shrunk. Our share has been disproportionately hurt because of our ability to have the classified stream of revenue which other media has not had. With that said, we still command roughly 25% of the locally spent ad dollars in our markets and, as Rich mentioned, we’re uniquely positioned in terms of audience and our sales forces to take the maximum advantage of whatever the pie ends up being in the long run. But, we do see that the economy is going to allow the total pie to bounce back in the next couple of years.

I know that the question was motivated by newspaper, but I would tell you on the television side we’ve actually had a pretty neat experience in the last year, year and a half, with our core categories showing the erosion that it did, it brought down our average unit rates and allowed us to become a little bit more affordable than we have been in the past. As a result, we were able to target advertisers that in the past perceived television to be too expensive. Through a series of initiatives that we put in place we have had incredible success of getting out and tapping into new advertisers whom we haven’t done business with in the past. In fact in September alone across our ten television stations we had 168 more local new advertisers on than last September and now our new business, which is clients who have never been on TV or haven’t used our stations in over a year, now represent almost 18% of our total local billing; that is by far the highest we’ve ever seen. I think the people that got the chance to experiment in this environment have had very positive results and I would expect that they will continue to be advertisers with us. So, actually we are very excited about the future development of local advertisers into television.

That is interesting, thank you. My second question is on the TV side, because I guess the part that seems attractive to me is the cyclical bounce back that you can get in TV and in some ways your profitability will be more about TV in the future than newspapers probably. But, I guess to play devils advocate, I am wondering if I am ABC or one of the networks I would have never thought of selling my stations at the bottom; however, with things presumably recovering in the next couple of years and the credit markets obviously much better, we have all talked for ten years about do the networks switch over to a cable model. I am wondering, Rich, specifically; do you worry more about that over the coming five years than you did in the past? I am also thinking the government probably wouldn’t protest as much as I would have once seen it, because they could probably use the spectrum to sell it off.

Over the next five years or so we do not worry about that. It is still a model that, as we look at it and talk to the networks, it still works for both sides. They end up with a much larger audience and we end up with a better business model and it is still a win win.

Obviously we work closely with both NBC and ABC and those conversations continue on a regular basis and I’m probably more convinced now than I was a year or two ago that the local part of the customer proposition, what we bring to the network in terms of the local audience, the local marketing platform, as well as the local news coverage, which we have invested in so much in each of our markets, is what would continue to keep their brands thriving and relevant in each of the local markets. So, I do believe that the current network affiliate relationship will continue to exist, certainly in the next five years.

Okay, thank you very much.

Your next question comes from Barry Lucas with Gabelli & Company. Barry Lucas - Gabelli & Company: I have a couple of things and maybe we can just stay on the TV side for just a second, because you are kind of in a unique position without much in the way of retransmission fees, so could you maybe talk about the affiliation agreements? I know ABC is in talks with several group owners, so how do you see Scripps evolving without retransmission as kind of a hot button in affiliation renewals?

Let me give a little bit of background for others on the call. Our retransmission consent rights to a large degree are tied up inside of agreements that we signed when we were still one company, having a lot to do with affiliation agreements that we did for Scripps Network at the time. So, when we separated the Company into two pieces a fair amount of that retransmission feed benefit stayed on what is today the SNI side. Over time we regained that and Brian can talk about some of the recent negotiations, but over time we also will have the opportunity for much more revenue from retransmission consent, but we’re held back in these early years. Go ahead Brian.

I really want to be careful what I say, because we are 90 days out from our current contract with ABC coming due and so our conversations are ongoing with them and so I would prefer not to say much about how those conservations are going, or where I think they’ll end up. I’ve certainly heard the discussions that other groups have had as it relates to their larger pots of retransmissions and the discussions they’re having with the network and so we do have a little bit of a different profile as it relates to retransmissions and that’s shaping our discussions in an appropriate way. Again, because we are actively involved in that I would not want to say much more than that at this point. Barry Lucas - Gabelli & Company: On the newspaper side, if Naples is complete what do you get for the new plant in Naples and with the understanding that there were physical limitations and storm damage and stuff like that, but what else can you do in Naples to drive an ROI on the investment?

For one it allows us page capacity that we’ve never had and color capacity that we’ve never had. That is point number one. From the readers’ perspective the folks in Naples are going to get a much more vibrant, much more colorful, frankly a much more flexibly put together newspaper. Secondly, it does put us in the position to take on printing for either other regional publications or national publications and we do think that there is going to be an extra revenue stream that comes with that. We are having lots and lots of discussions at this point about that and I kind of wait to see how those develop before getting specific about that. But, those are the two major benefits that we see out of Naples bearing.

Barry, we also should say we still have a lot of long-term faith in Florida. As the economy recovers people will recognize that Florida is on sale, that the housing values have come down an awful lot, there is great inventory on the market and as winter descends and New York and Vermont and Chicago and Ohio and as people gain more confidence in their personal balance sheets we really do feel that Florida will be one of those regions that’s going to have a very, very nice bounce and then a long recovery period. It is hard to see that at the moment. I mean the economy down there is very difficult, but all the attributes of Florida are still intact and we’re glad we’re there. Barry Lucas - Gabelli & Company: My last question is for Tim, with Naples put to bed CapEx goes down to that $20, $25 million range; what are the other financial obligations? I think primarily of pensions and the cash funding that you may have to do over the next several years.

That is exactly one of our top priorities; it is to the extent that we can make voluntary contributions into the pension plan. So we are going to be balancing a lot of different things as we head into 2010 rolling up the budgets, looking at the cash flow forecasts. But, we do have, like a lot of companies an unfunded pension obligation that we need to close over time. Our preference, if we have cash available, is to make some voluntary contributions to the plan sooner rather than later because we can carry back to prior years taxes paid to the extent that we make those contributions in there for tax purposes and expense, we can fund those with $0.65 dollars effectively. So, we are looking at that and that is probably right up there on our list of what we would do with any excess cash that we generate. Barry Lucas - Gabelli & Company: Great, thanks Tim.

Your last question comes from Alfred Anderson from Anderson Stanley LP.

I have two questions, one is for Rich and one is for Tim. My first question, Rich, is about Scripps 3.0 which was one of your key decisions, I think you said it was the second one and it related to market penetration, advertising, and I was wondering if you could give us some more details about how Scripps 3.0 works.

Sure, but really Mark is in the newspaper division and he is heading up the project, so I will let him give you just a little bit of an overview of what we’re doing.

Just in general, the way that we’re viewing all of our newspaper businesses has traditionally been 13 different markets, 13 different ways, 13 different structures, all with unique approaches. When you look at our business in general it is very complicated today. For example, we’ve got some 60,000 advertising rates across all of our businesses. Our attempt in this effort, generally, is to take each major function advertising, circulation, news, production, G&A etc… and get standardization of practices in place so that we can get some advantage of scale both from the revenue side as well as the cost side. I hope that is helpful.

The other key part of the project is to allow people in the field to focus on the things that are most important in local markets and those are ad revenue, marketing, and great content. We think by doing this we free them up to focus on what has the best return.

What I was really trying to get to is are you reducing at all the advertising departments locally at the newspapers and centralizing that function to some extent?

What we are going to do is keep a keen eye on making sure that the feed on the street that we have both in news and in advertising stays healthy. Where we are going to standardize will be in areas that a customer or a reader don’t see.

That’s fine and then the second question I had for you was really for Tim and it relates to the fourth quarter. I am wondering if you are seeing any extraordinary items coming along that might be either credited or charged to the balance sheets in regard to write-downs, pensions, tax, or whatever.

I don’t foresee that in the fourth quarter. I think we’ve written down our goodwill to zero, so the answer would be no.

Thank you that completes my questions.

Cynthia we appreciate your help this morning and we thank everyone for their interest and their attention and that will wrap up the call. Thanks so much.

Thank you. Ladies and gentlemen today’s conference call will be available for replay after 11:00 am today until midnight November 12th. You may access the AT&T Teleconference Replay system by dialing 800-475-6701 and entering the access code of 116973. International participants dial 320-365-3844. That does conclude the conference call for today. We thank you for your participation and for using AT&T Executive Teleconference service. (Operator Instructions).