Ladies and gentlemen, thank you for standing by. And welcome to the Scripps Fourth Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Instructions will be given at that time. [Operator Instructions] And as a reminder, your conference is being recorded. I would now like to turn the conference over to your host, Ms. Carolyn Micheli. Please go ahead.

Thank you, Louise. Good morning, everyone. And thank you for joining us for a recap of The E. W. Scripps Company's fourth quarter results. We're going to start this morning with Scripps' CFO and Treasurer, Tim Wesolowski, who will provide details on our fourth quarter results; then, Senior Vice President of Television, Brian Lawlor will give a few fourth quarter division highlights and a bit of color on this quarter; and finally, CEO, Rich Boehne will update you on our pending transaction with Journal Communications and what's ahead for 2015. Then we'll open up the lines for your questions. Also in the room are Tim Stautberg, who heads our Newspaper Division; and Adam Symson, our Chief Digital Officer. A reminder that this conference call and webcast includes forward-looking statements and actual results may differ. Factors that may cause them to differ are outlined in our SEC filings. You can visit scripps.com for more information, such as today's release and financial tables. You also can sign-up to receive e-mails anytime we disclose financial information, and you can listen to an audio replay of this call. The link to that replay will be up there this afternoon and available for a week. Now here is Tim Wesolowski.

Good morning and thanks for joining us. Before I discuss our fourth quarter performance, I would like to say a few words about the timing of our transaction with Journal Communications. We are still on track to close early in the second quarter, probably, very early and once we pass our close dates, Scripps will be moving forward as a financially flexible company with a strong balance sheet, more cash flow, a portfolio of terrific television and radio markets, and respected local and national digital brands. We expect to continue to grow organically, as well as through strategic acquisitions. Rich, will discuss the Journal deal in more detail shortly. But, first, I want to walk through our fourth quarter results. Of course, a big driver was political advertising. We give away the punch line on our November call, when we reported our final political ad revenue number. We held our call a few days after the election ended and told you that the 2014 mid-term election generated $85 million for Scripps. It was a bit less than we had hope, we modeled an additional $10 million from a competitive governor's race in Ohio that never happened. Some other races were more competitive than we anticipated, but they did not make up for the shortfall in Ohio. But, overall, we were pretty pleased with the amount of political ad revenue and its contribution our bottomline. The mid-term elections again validated the power of broadcast television to connect candidates with voters. We are now focused on the tremendous opportunity of the 2016 election. In the fourth quarter alone political spending was $33 million. In addition, retransmission revenue for the quarter was up more than 40% to $15.8 million. Those two factors were the big contributors to 28% jump in our television revenue…

Thank you, Tim. I’d like to start by saying that we are extremely pleased to have renewed our affiliation agreement in December with the ABC Network. Our new contract covers 10 of our 11 ABC stations through the end of 2019 and Buffalo was already covered through 2018. We have a longstanding and mutually beneficial relationship with ABC. And this agreement reflects that strong bond. We love the features of this agreement as a partnership on the Watch ABC app. So viewers will connect with the streaming ABC programming to our local affiliates. This arrangement illustrates our value to ABC and helps us both meet the growing demand for the portability of video programming. Growing our news ratings remains a top priority for the Scripps stations. In the recently completed February sweeps, our stations in several markets key markets posted strong ratings gains in local news time periods compared to February 2014. Morning news was particularly strong for the group compared to last February. As you know, ratings growth translates to revenue growth. So we’re pleased with our performance and we now have the opportunity to monetize these audience increases in the coming quarters. As Tim said, we will not be providing guidance for the first quarter or full year 2015 today. What I can say is that the rebound that started following the election in November seems to be continuing into first quarter, driven by our two largest categories, automotive and services. We still have dollars to write for March but January and February performed just as expected. I would like to clarify something Tim said in his opening remarks. Tim mentioned that our 2014 mid-term political election revenue was $85 million, it's actually $58 million. So I just want to clarify that’s $58 million not $85 million what we generated in political revenue last year. As for retransmission revenue, we renewed contracts covering approximately one-third of our total subs in 2014. As we previously said, we expect the retrans revenue to be in the $100 million range in 2015. I’m happy to say our negotiations went well and we’re very pleased upon the retrans market remaining healthy. Finally looking ahead to 2016, we expect the presidential election could drive record total political spending. And as we've often said, Scripps is well positioned to capture these dollars with markets in Colorado, Michigan, Ohio and Florida and soon Nevada and Wisconsin as well as some key counties in Iowa within the Omaha DMA. Between us, Scripps and Journal, took in $141 million in 2012 political spending. And we’ll be disappointed if we didn't see strong growth in that number in 2016. We even look forward to some early spending in 2015. And now over to Rich.

Thanks Brian. Good morning everybody. Many of you were with us back in July when we announced our decision to join with Journal Communications and create two new companies that are more focused on the specific dynamics of, in our case, it’s Scripps, local television, radio and digital brands and at the new Journal Media Group, the evolution of local media brands with a print tradition. This deal is somewhat different than the broadcast merger and acquisition activity, we have become accustomed to over the past couple years. Through this deal, we both transform and expand at the same time. The new E.W. Scripps company will be the fifth largest independent station in the country, who will reached 18% of U.S. households in some of the most attractive markets, among them Denver, Nashville, Vegas, Phoenix, Detroit and Milwaukee. Without any doubt, we’re going to have one of the most attractive geographic footprints in local television. In addition, we own 34 radio stations and in five of our eight markets, those stations will overlap with our TV stations in the same markets. Just as important, the market-leading digital news and information brands that will both support our radio and TV stations and also continue to emerge as the leading local brands for digital only information consumers. On the other side of this deal was the Journal Media Group. This company combines the award-winning Milwaukee Journal Sentinel with the Scripps newspapers in 13 markets, including the Commercial Appeal in Memphis, the Knoxville News Sentinel and the Naples Daily News, so very popular community in February of any year. This company was created with financial flexibility, a foundation of journalism excellence, and total Sunday circulation that exceeds a million. These transactions let us group together those two journalism platforms, broadcast and newspaper, into…

[Operator Instructions] And our first question is from Craig Huber from Huber Research Partners. Please go ahead.

Yes, good morning. Hey Brian, I had a question for you on television. Can you quantify for us how advertising did in the month of December? Obviously not dealing, Tim, with this political crowding-out effect then. And how did that -- can you quantify all of it the best you can how it translated into January and February?

Yeah. Hey. Good morning, Craig. It’s Brian. As you would expect with all the displacements, the heavy political in the first half of the quarter was one of those rocky quarters. October was down more than 20% and spot bounce right back was about flat to prior year November, considering in the first, six, seven days of political, that was a pretty good rebound. And then December kind of was on track with November, just off a -- just a couple dollars from prior year. So really in that same flat range. I kind of said in my opening marks. We are in the registration period, so unfortunately I can’t be as transparent as I have been in the past about just kind of prior year or current quarter pacing. But I think that we are seeing a good amount of momentum move into the first quarter. So that recovery that happened after the election has continued. As I said in the remarks, automotive and services, which as you know, Craig are our two biggest categories, have really performed well in the first two months of the quarter and so far look to be tracking on track for that remark. So, I think the recovery we saw in the back half of fourth continues into first.

Should we assume then, Brian, your -- because your adjectives early on in your prepared remarks, it sort of sound like what you're seeing in the first couple months of this year was similar to what you saw in recovery in, you say in December. Is that a fair statement?

Yeah, I think so.

Okay. Can you just quantify for us how did auto do in December year-over-year, please?

It was flat in December. It was plus 10 in November. And then it was down double digits in auto -- in October, sorry.

And then my other question here is, is there any comments you guys can make about the $35 million of cost savings, which you made on the two combined companies, once you guys finished the transaction? Any update you can give investors on the $35 million or is it’s too early for that?

Sure. We’d be glad to do that. We feel good about the synergies that we had identified when we put the deal together. We worked very closely with the journal folks when we identify the different areas, as we continued our planning for our integration and for the closing and separation of these two companies. We've really validated everything that we saw when we put the numbers together initially and we feel good about it.

Okay. Thank you.

Thank you. And our next question is from the line of Lance Vitanza from CRT Capital Group. Please go ahead.

Hi. Thanks. I had a couple of questions. The first on the programming expense line as you think about what’s going on with networks and so forth the competition there. How quickly do you expect programming expense to grow, sort of just on a normalized basis, normalized same-station basis over the next five years or so?

Hey, Lance. It is Brian. Over the last number of years, we’ve been very aggressive in creating a lot of our own programming and that has driven down our syndicated programming expenses over 30% since 2010. So, we've been able to drive down that part of our programming line and part of that has been offset by the increased payments to our network partners. The network portion of that will continue to grow. We have a new agreement with them. But keep in mind that all of our expense growth is in line with our re-trans growth and they are relatively closely tied together. And so as our re-trans grows, you'll see payments to the network grow as well but they will kind of stay in line.

Okay. Great. And then a question on spectrum, which is a hot topic. The FCC is obviously on record saying what they think the spectrum in your markets is worth and it’s a pretty big number. I gather -- I don’t want to put words in your mouth, but I gather from earlier calls, you think that the spectrum is worth more to you if you hold onto it. Can you talk -- if that’s correct, can you talk a little bit about how you expect to ultimately use the spectrum and what the revenue model would look like?

Sure. Look, I think that it’s very clear to us that there is not going to be anymore spectrum, so spectrum will continue to increase in value. Obviously, we are taking a look at -- probably less focused on the opening bids that the FCC put out, but more in line with kind of the medium prices and see what that value proposition is. But as we said from the beginning, we’ve launched some of the first television stations in the America, we signed on with some of the very first licenses. And long term, the focus of our company is to be news and information provider for our local markets. And so I think we will continue to look at the spectrum auction to see if there is any immense value for the company that can be created. But I think for the most part you can expect us to continue to be in the markets that we are in now. We are working with the industry and we’re an advocate for an increased standard that would give us lot more flexibility. It would better utilize the spectrum that we have now, and therefore create new opportunities, whether it’s leasing spectrum to other focus ourselves versus selling it back to the government. There are some data opportunities. There is some targeted advertising and the ability to geographically or even further target. And so I think there is increased opportunities with OTT plays and some of the programming that can be created off of our second and third channels. So I think that we are modeling a lot of those opportunities and working with the industry to see if there is ways to improve the optimization of the spectrum we have.

Okay. My last question, just a housekeeping item on Granite. Could you give me the revenue contribution in terms of local, national, political, and retrans in the quarter? Or really what I am just trying to get at is what was core ex-political growth in the quarter on a same-station basis? I know you gave us the total growth on a same-station basis, but I am looking for ex-political, ex-retrans.

For Granite only?

No, just for Scripps on a same-station basis, what core revenue growth was in the -- core ad revenue growth in the quarter?

Yes. So look if you pull out the political, which, again, we had about $32 million in political in the quarter, our spot was down low singles quite frankly. It was down about $3 million. So when you think about the fact that we just placed $3 million to make $32.5 million, I think we did a pretty good job of maximizing the opportunity.

Great. Thank you.

Thank you. Our next question will come from the line of Michael Kupinski. Please go ahead.

Thank you. You got a very nice pop in digital from your Newsy initiative. Are you seeing similar impact in 2015 from that integration, or I think if you can comment about what you are seeing on digital at this point?

Good morning. It’s Adam. Thanks for the question. Yes, Newsy is doing really well right now and we continue to focus at Newsy on growing the reach and the revenue for the company, as we continue to invest further and to building it into a broad national consumer brand. The first stage of that was integrating new Newsy’s player and products onto the Scripps platforms. We’ve recently released the new Roku app, Amazon Fire TV app, and Android updates, which we know are continuing to reap rewards there as well. For the year Newsy did about 650 million video streams, that was up 34% over the prior year. And we expect that that growth will continue as we continue to invest to build that Newsy brand nationally.

Perfect. And Brian, in terms of the programming initiatives, do you have any new shows or anything that you are working on at this point? Or can you just give us an update on where you are with the shows that you had launched last year?

Hey, Mike. Good to hear from you. In fourth quarter of last year, really in September last year we launched our fourth program that now it’s distributed across a bunch of our Scripps markets. We wanted 4 PM program in eight of our markets called The NOW. It’s kind of our first entrée into a news program, not a newscast but localized news programming with the standard look and presentation across our markets. We were able to decrease our syndicated expenses by another $3.2 million as a result of that investment Mike. So that continues to have a really nice return for us already out of the gate. We are always working on stuff, nothing that I want to yet publicly say, but we now have four shows that are up and running. As you know, Right This Minute, it’s the largest, it’s now distributed all over the country and 92% of the U.S. and so all of our shows in different phases. We remain very excited about the list. We are actually doing more to nationalize that show for the potential syndication down the line. So I think the shows that we have are up and running and successful and we continue to work on quiet development behind the scenes.

I know that you guys have been concentrating on the inscription and merger and all that sort of thing with Journal. But I was wondering if you can just talk a little bit about the capital allocation, the pipeline of acquisitions, where you are seeing more opportunities, whether it’d be on TV or digital, what your thoughts might be post the merger spend?

Hey, Mike. It’s Rich. I think what you said first was most important we’ve been very focused on trying to get this deal done. But we continue to look for opportunities especially in markets where we already do business, Duopolies, second, third stations. As Brian said looking at the opportunity to deploy spectrum and take advantage of that. We look at digital opportunities as they come on provided they are consistent with where we are focused, but our biggest effort there is investing through the P&L, building instead of buying which we think works out. So yes, we continue to look at opportunities, but we have been probably sitting a little bit on the sidelines while we get the deal done.

Okay. Thanks. That’s all I had.

We have a great balance sheet so we will -- if there are opportunities to show good returns, we will have opportunity right after the deal is done.

Most definitely. Okay. Thanks. I appreciate it. Thank you.

Thank you. Our next question is from the line of Tracy Young from Evercore ISI. Please go ahead.

Yes. Hi. I had two questions and then just one follow-up. In terms of your political, have you given pro forma for all of your stations for 2012 and also for 2010? And then also just in terms of your cash, are there any restrictions on the cash? Thanks.

Let’s go to the cash.

Yes. There is no restrictions on the cash that we report on our balance sheet in the topline and we do have about $4 million I think of cash, that’s not included in that number, that’s a deposit for some work comp amounts.

Okay.

Hey, Tracy. It’s Brian. On the political question, I think in the prepared remarks we talked about the Scripps and Journal together were $141 million in 2012 and Scripps alone was $107 million.

Okay. And then, do you have that number, some number including Granite for 2010?

For 2010, I don’t have that in front of me.

Okay. No issues.

We can get that to you, Tracy.

Okay. And then just in terms of the spectrum question again, do you expect the ATSC standard or where do you expect that to be by the end of the year?

We are working on it diligently. There is a lot that has to happen and there’s a lot of folks that need to come to agreement on that. So to say that, we’ll have that completely wrapped up by the end of the year, could be a stretch. I think we all recognize timeliness is critical and this is a priority, especially for those that continued -- that wish to continue in the business. And so, hopefully, we’re trying to advance that with the people who are looking to get out and not slowing us down. So it’s complicated but we’re in very active conversations on that.

Okay. Thank you very much.

Thank you. And our next question is from the line of Barry Lucas from Gabelli & Co. Please go ahead.

Thanks and good morning. I have a couple today. And just getting back to digital and to Newsy, the -- both the page views and video stream downloads are pretty impressive. I’m just wondering, how do you really monetize that and what’s the different -- I wish there are different profile of the advertiser who is coming to use those products. Are they very different from the typical TV advertiser?

Good morning, Barry. We monetize it in a number of different ways. In some cases, we monetize it with revenue share with our distribution partners. In other cases we monetize it on our owned and operated platforms, selling digital advertising directly against it. We sell our digital advertising directly to agencies and brands. And we also monetize it using programmatic advertising. And I would say, really the way the digital video advertising business is evolving. It’s evolving to be very similar in many ways relative to the advertisers using it as television, lot of big brand advertisers, New York agencies, Chicago agencies placing a great deal of money into digital video as they direct their future in terms of omnichannel buying.

Thanks for that, Adam. Could you contrast that with the newspaper digital advertising, which within the client as much as something other categories, but was not a solid performer in the quarter.

So our newspaper digital advertising was impacted first of all by the overall advertising environment in the newspaper business. Secondly, we continue to see declines tie to what -- we are still a very large part of that business classified upsell. And then the other thing I would say that played into that had a lot to do with the continued sort of fragmentation of the marketplace with local advertising.

Okay. Thanks. One last one for me, if you come back Rich to the M&A question, capital allocation, what have you seen thus far at least from the outside? As you look at those duopoly or course platform radio television markets, is there enough there that would encourage you to look for more radio in existing TV markets or TV stations to other radio markets?

Well, I think, first, we better run the ones we have and make sure we fully understand how works. Brian and I together have visited most of those markets and I think, what you see is the opportunity to promote used talent, share resources across the two, what they don’t do and they have not found to be terribly successful is trying to sell combo advertising across TV and radio. But the promotional value alone during sweeps you get a lot of support from radio and when radio is in periods where it has particular contest or programs going, you get support from the TV stations and that definitely make the best use of inventory and pays off. So we’ll see, we’re adding one other combo market to the deal which is Tulsa, which is a good opportunity, very strong radio stations in that market, so we’ll see. As you know, and you and I together have watch the radio business consolidate over the past 20 years. And so I'm not sure we know enough yet about the radio M&A market to say where any of our interest would lie. But we’re very happy with the assets we have and the strategy the Journal had that we can just sort of pick up and carry forward and add at least one more market. So I guess, we’ll see but I wouldn’t say it’s the top priority at the moment.

Great. Thanks very much, Rich.

Thank you again. [Operator Instructions] We’ll move to the line of Brian Warner from Performance Capital. Please go ahead.

Hi. Most of my questions were answered, but I do have one more on the spectrum issue. It seems like after most of the broadcasters were sort of very cautious on the idea of parting with any spectrum, some of them are sort of embracing the idea of channel sharing, in which case, there seems to be some school of thought that the broadcasting industry can get a lot of money as well as maintaining their operations, depending upon the markets and things like that. I'm just wondering what you sort of think about that issue?

Hey, Brian. It’s Brian. Look, I think channel sharing is a unique opportunity. I think something that really depends on the number of frequencies available in the market where those frequencies are, what your coverage is going to be. I think a company like our as we look at markets as being strategic versus perhaps less strategic and where some of our digital or data services can be implemented and what maybe the upside of that is. So I think there’s a lot to consider in that. But I would tell you, we’re spending as much time looking at the channel sharing opportunity as the overall just modeling of each individual market. And I do think to your point that channel sharing is an opportunity for broadcaster to potentially gain some value out of the auction while staying in the business and continuing a revenue stream in perpetuity.

Okay. Thanks so much.

Thank you. And our next question comes from the line of Edward Atorino from Benchmark. Please go ahead.

Yeah. Speaking of perpetuity, newspapers seem to be out of the discussion very much. This was the worst quarter in a while. Could you go into a little bit of the reasons why? Was it just the economy? Was it real deterioration in the business so far? And looking down the road, have you looked toward Gannett or somebody else and have you ever considered -- you probably can't answer this, but just give your thoughts on the probabilities or prospects or benefits of considering a separation of the newspapers?

Ed, its Tim Stautberg. Was that question directed at me? I’m assuming it was around newspapers in general but then it took a turn…

Yes.

….at the end. So, okay. Yeah. I think if you listen to many of the peer companies that reported their fourth quarter results already, you'll see a pattern, especially for folks that operated some of the larger markets where some of the larger retailers pulled back. Especially, during the holidays, we experienced the same thing. And I think there were a lot of changes in spending patterns by consumers that Black Friday wasn’t as pronounced as it had been. There were lot of shifts in the way consumers expressed their spend in the holiday and I think retailers also changed up their mix of how they allocated their dollars. And when we wrapped everything up, there was a sizable shift. I don’t know that you could say it’s a shift to anybody but it certainly came out of our pre-print business and some of our ROP from the larger major advertisers with us. And the disproportionate impact on our revenues came through in that fourth quarter number.

Can you talk about your strategy for ’15, in the newspapers, other than tighten your belt a little bit or a lot?

Sure. Absolutely, I mean, we are -- so we’ve got the transaction that’s on the horizon here where Journal Media Group will be an independent newspaper brand focused company. And I can tell you that the overall cost structure that supports the Scripps newspapers will be lower in Journal Media Group than it is today. So, we’re absolutely going to be operating our markets more efficiently, let’s say than is the case today, a focus on these local media enterprises with a print tradition. But we are still going to go after those relationships with advertisers in the local market where we have influence and through our consulting have the ability to direct those dollars where there's certainly a win for the advertisers, but also an economic benefit to us. A lot of what we’ve been seeing have been the result of those decisions being made far away from where we operate. We will continue to focus on those small and mid-sized businesses in our local markets and it is a recipe for success in Journal Media Group.

Can you talk about your circulating pricing strategy and are you reaching the point of diminishing returns on raising prices?

Well. We look at both the rates that we are charging to our home delivery subscribers and also single-copy purchases along with the value that we are providing. And we made a big push when we offered the digital platforms, the smartphone and tablet apps bundled together with home delivery, that gave us the opportunity to pass along that value in the products but also received additional revenue from our subscribers. We’ve cycled through that. The key for us now is to continue to add value to that relationship. And that's probably the highest priority for us in Journal Media Group.

Okay. Thanks.

Thank you, Ed.

Thank you. [Operator Instructions] We do have a follow-up from Craig Huber from Huber Research Partners. Please go ahead.

Yes. Hi. Can you give some extra clarity, if you would, in the fourth quarter on the employee compensation cost increase year-over-year, with or without Granite in the broadcasting area? And then the same question on the newspaper side and then I have a follow-up. Thank you.

On the same-station side on employee comp, payroll and related, as we kind of bucketed it, Craig is that, was up about mid-single digits on the same-station broadcast side.

Same question on the newspaper side, if you have it, please?

Yeah. Craig. It’s Tim. And I’m trying to get it, I mean, we had some severance that was increase in the fourth quarter of this year than last. So, I mean, there are some ins and outs. But I think we're talking about down mid-single digits on the employee cost side.

So last year it was $41.4 million, we were $38.3 million this year which was down about 7%. And then last year there was about $1 million of severance. This year there was about $700,000. This year, there is about $1.7 million. So the delta is about $1 million. Bottomline is our headcount in terms of the number of full-time equivalent employees for the company that we had in the fourth quarter was down about 10% this year relative to 2013.

For the newspapers, you are saying, right?

Correct.

Okay. And then another housekeeping question on the newspaper side. Your newsprint cost line, what was the percent change there year-over-year, and also the average price difference year-over-year and the consumption, please?

Yes. Let me pull that up real quick. I think the -- yes newspaper was about flat for us in terms of overall cost. Pricing was up mid-single digits and volume was off.

Okay. That's great. Thank you.

Thank you. And at this time, there are no further questions. Thank you. Please continue.

Thanks, Louise. Thanks to everyone for joining us today. Have a good day.