UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-16914

THE E. W. SCRIPPS COMPANY

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)		31-1223339 (IRS Employer Identification Number)
312 Walnut Street Cincinnati, Ohio (Address of principal executive offices)		45202 (Zip Code)

Registrant’s telephone number, including area code: (513) 977-3000

Title of each class		Name of each exchange on which registered
Securities registered pursuant to Section 12(b) of the Act:
Class A Common shares, $.01 par value		New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes o No þ

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company “in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of Class A Common shares of the registrant held by non-affiliates of the registrant, based on the $7.43 per share closing price for such stock on June 30, 2010, was approximately $261,326,000. All Class A Common shares beneficially held by executives and directors of the registrant and The Edward W. Scripps Trust have been deemed, solely for the purpose of the foregoing calculation, to be held by affiliates of the registrant. There is no active market for our common voting shares.

As of February 18, 2011, there were 46,530,205 of the registrant’s Class A Common shares, $.01 par value per share, outstanding and 11,932,735 of the registrant’s Common Voting Shares, $.01 par value per share, outstanding.

Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2011 annual meeting of shareholders.

 

 

Index to The E. W. Scripps Company Annual Report
on Form 10-K for the Year Ended December 31, 2010

Item No.		Page
Additional Information			3
Forward-Looking Statements			3
PART I
1. Business			4
Television			5
Newspapers			8
Syndication and Other Media			10
Employees			10
1A. Risk Factors			11
1B. Unresolved Staff Comments			13
2. Properties			13
3. Legal Proceedings			13
4. Item Has Been Removed and Reserved			13
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			15
6. Selected Financial Data			17
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
7A. Quantitative and Qualitative Disclosures About Market Risk			17
8. Financial Statements and Supplementary Data			17
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			17
9A. Controls and Procedures			17
9B. Other Information			17
PART III
10. Directors, Executive Officers and Corporate Governance			18
11. Executive Compensation			18
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			18
13. Certain Relationships and Related Transactions, and Director Independence			18
14. Principal Accounting Fees and Services			18
PART IV
15. Exhibits, Financial Statement Schedules			19
EX-21
EX-23
EX-31(a)
EX-31(b)
EX-32(a)
EX-32(b)

As used in this Annual Report on Form 10-K, the terms “Scripps,” “we,” “our” or “us” may, depending on the context, refer to The E. W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole.

Additional Information

Our Company Web site is www.scripps.com. Copies of all of our SEC filings filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on this Web site as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. Our Web site also includes copies of the charters for our Compensation, Nominating & Governance and Audit Committees, our Corporate Governance Principles, our Insider Trading Policy, our Ethics Policy and our Code of Ethics for the CEO and Senior Financial Officers. All of these documents are also available to shareholders in print upon request or by request via E-Mail to secretaries@scripps.com.

Forward-Looking Statements

Our Annual Report on Form 10-K contains certain forward-looking statements related to our businesses. We base our forward-looking statements on our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements. Such risks, trends and uncertainties, which in most instances are beyond our control, include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; technological developments; competitive pressures; interest rates; regulatory rulings; and reliance on third-party vendors for various products and services. The words “believe,” “expect,” “anticipate,” “estimate,” “intend” and similar expressions identify forward-looking statements. You should evaluate our forward-looking statements, which are as of the date of this filing, with the understanding of their inherent uncertainty. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of the statement.

PART I

Item 1.		Business

We are a diverse, 132-year-old media enterprise with interests in television stations, newspapers, and local news and information Web sites. Our portfolio of locally focused media properties includes: 10 TV stations (six ABC affiliates, three NBC affiliates and one independent); daily and community newspapers in 13 markets and the Washington, D.C.-based Scripps Media Center, home of the Scripps Howard News Service; and United Media, the syndicator of news features and comics. For a full listing of our media companies and their associated Web sites, visit http://www.scripps.com.

In the fourth quarter of 2009 we began a review of our strategic options for United Media Licensing, the character licensing operation of United Media. We sought bids from interested parties during the first quarter 2010, completing a sale of United Media Licensing to Iconix Brand Group for $175 million in cash in the second quarter of 2010. The sale also included certain intellectual property including the rights to syndicate the Peanuts and Dilbert comic strips.

After an unsuccessful search for a buyer, we closed the Rocky Mountain News after it published its final edition on February 27, 2009. Our Rocky Mountain News and MediaNews Group, Inc.’s (MNG) Denver Post were partners in The Denver Newspaper Agency (the “Denver JOA”), a limited liability partnership, which operated the sales, production and business operations of the Rocky Mountain News prior to its closure. Each newspaper provided the Denver JOA with the independent editorial content published in its newspaper. Under the terms of an agreement with MNG, we transferred our interests in the Denver JOA to MNG in the third quarter of 2009. We recorded no gain or loss on the transfer of our interest in the Denver JOA to MNG. In connection with the closure of the Rocky Mountain News, we also transferred our 50% interest in Prairie Mountain Publishing (“PMP”) to MNG in the third quarter of 2009.

On July 1, 2008, we completed the spin-off of Scripps Networks Interactive, Inc. (“SNI”) through a tax-free dividend to our shareholders. The shareholders of record received one SNI Class A Common Share for every Scripps Class A Common Share held as of the Record Date and one SNI Common Voting Share for every Scripps Common Voting Share held as of the Record Date. For more information regarding the spin-off of SNI, refer to Management’s Discussion & Analysis (MD&A) in Item 7 and the Notes to our Consolidated Financial Statements of this Form 10-K report (Report).

We ceased publication of The Albuquerque Tribune on February 23, 2008, and The Cincinnati Post on December 31, 2007.

Financial information for each of our business segments can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to the Consolidated Financial Statements of this Form 10-K.

Television

Scripps has operated broadcast television stations since 1947 when it launched Ohio’s first television station, WEWS in Cleveland. Our television station group today reaches approximately 10% of the nation’s households, and includes six ABC affiliates, three NBC affiliates and one independent station.

Our stations provide local news and a mix of network and syndicated programs. Our goal is to provide programming that drives each market’s highest ratings. We believe that the most critical component of that product mix is compelling news content. To pursue that level of quality, we have trained all employees in our news departments to be multi-media journalists, allowing us to pursue a “hyper-local” strategy by having more reporters covering local news for our over-the-air and digital platforms.

In our non-news hours we currently offer locally produced programs in certain markets. In coming years we will place a higher priority on producing more local programming in all of our markets, particularly as we reduce our reliance on syndicated programming as a lead-in to primetime.

Investing in digital

We successfully completed the transition to all-digital broadcasting on June 12, 2009, in accordance with the deadline adopted by Congress, and we continue to invest in other platforms for digital technology. In addition to a wide range of Web-based products, we have developed smartphone and tablet applications for mobile delivery of our news and information content. We also are working with the Mobile Content Venture, of which we are a charter member, to exploit the potential in our markets of mobile broadcasting. Our stations in Detroit and West Palm Beach currently are broadcasting a mobile signal from their towers, and we expect more markets to launch live mobile broadcasting in 2011.

Information concerning our stations, their network affiliations and the markets in which they operate is as follows:

																										Percentage
				Network		Affiliation				FCC																of U.S.
				Affiliation/		Expires in/				License				Rank				Stations				Station				Television				Average
				DTV		DTV Service				Expires				of				in				Rank in				Households				Audience
Station		Market		Channel		Commenced				in				Mkt (1)				Mkt (2)				Mkt (3)				in Mkt (4)				Share (5)
WXYZ-TV		Detroit, Ch. 7		ABC			2015				2013				11				9				1				1.6	%			12
		Digital Service Status		41			1998
KNXV-TV		Phoenix, Ch. 15		ABC			2015				2014				12				14				4				1.6	%			6
		Digital Service Status		15			2000
WFTS-TV		Tampa, Ch. 28		ABC			2015				2013				14				13				4				1.5	%			6
		Digital Service Status		29			1999
WEWS-TV		Cleveland, Ch. 5		ABC			2015				2013				18				11				1				1.3	%			11
		Digital Service Status		15			1999
WMAR-TV		Baltimore, Ch. 2		ABC			2015				2012				26				7				3				1.0	%			5
		Digital Service Status		38			1999
KSHB-TV		Kansas City, Ch. 41		NBC			2015				2014				31				9				4				0.8	%			6
		Digital Service Status		42			2003
KMCI-TV		Lawrence, Ch. 38		Ind.			N/A				2014				31				9				6T				0.8	%			1
		Digital Service Status		41			2003
WCPO-TV		Cincinnati, Ch. 9		ABC			2015				2013				33				6				2				0.8	%			11
		Digital Service Status		22			1998
WPTV-TV		W. Palm Beach, Ch. 5		NBC			2015				2013				38				8				1				0.7	%			13
		Digital Service Status		12			2003
KJRH-TV		Tulsa, Ch. 2		NBC			2015				2014				61				10				3				0.5	%			8
		Digital Service Status		8			2002

All market and audience data is based on the November Nielsen survey.

Revenue cycles and sources

Our television stations compete for advertising revenues with other sources of local media, including competitors’ television stations in the same markets, radio stations, cable television systems, newspapers, other Internet sites and direct mail. Pricing of advertising is based on audience size and share, the demographics of our audiences on various platforms, and the demand for our limited inventory of commercial time. The sale of local, national and political commercial spots accounted for more than 90% of the television segment’s revenues in 2010.

Cyclical factors influence revenues from our core advertising categories. Some of the cycles are periodic and known well in advance, such as election campaign seasons and special programming events like the Olympics or the Super Bowl. For example, our three NBC affiliates in 2010 benefited from incremental advertising demand concurrent with coverage of the Winter Olympics in February. Economic cycles are less predictable and beyond our control. The global recession that began in late 2008 significantly reduced our revenue performance in 2009. Many categories, particularly the automotive category, showed substantial revenue improvement in 2010 compared with the previous year, but still were lower than their 2008 levels.

Advertising revenues dramatically increase during even-numbered years, when local, state and federal elections occur. Political revenue totaled $48 million in 2010 and $41 million in 2008.

Due to increased demand in the spring and holiday seasons, the second and fourth quarters normally have higher advertising revenues than the first and third quarters.

In addition to selling commercials during our programming, we also offer additional marketing opportunities for our business customers, including sponsorships, community events, and advertising on our digital platforms. We offer our digital advertising customers additional reach through various audience extension partnerships with local magazines and weekly publications. We were one of the first broadcast groups to join Yahoo!’s content and advertising sharing partnership that increases our access to local Web-focused advertising dollars. We offer our customers additional marketing services, such as managing their search engine marketing campaigns.

Our nine network-affiliated stations historically received cash compensation from ABC and NBC for our carriage of their programming, but affiliation agreements renewed in the past 12 months have been consistent with the industry trend of discontinued network compensation. Under the new agreements, we now pay the networks for the programming that is supplied to us in various dayparts. Those costs are reported as programming expenses.

Scripps negotiates retransmission consent agreements with cable operators and satellite carriers who pay us to offer our programming to their customers. The revenue we receive from these retransmission consent agreements is currently lower than those realized by our peers because multiple long-term agreements were executed before we spun off our cable networks in 2008. As a consolidated company prior to the split, the rights to retransmit our broadcast signal were included as consideration in negotiations between cable system operators and the Company’s cable networks. As those contracts expire, we will negotiate standalone retransmission consent agreements involving our stations and the local cable systems.

Expenses

Employee costs accounted for 50% of segment costs and expenses in 2010. The recession led us in 2009 to adjust our employee expense structure by temporarily reducing the pay of most employees.

We have been centralizing functions that do not require a presence in the local markets at company-owned hubs, enabling each of our stations to focus resources devoted to the creation of content and revenue-producing activities.

Programming costs, which include syndicated programming, were 24% of total segment costs and expenses in 2010. Significantly reducing our syndicated programming costs is a priority over the next several years.

Federal Regulation of Broadcasting — Broadcast television is subject to the jurisdiction of the FCC pursuant to the Communications Act of 1934, as amended (“Communications Act”). The Communications Act prohibits the operation of broadcast television stations except in accordance with a license issued by the FCC and empowers the FCC to revoke, modify and renew broadcast television licenses, approve the transfer of control of any entity holding such licenses, determine the location of stations, regulate the equipment used by stations and adopt and enforce necessary regulations. The FCC also exercises limited authority over broadcast programming by, among other things, requiring certain children’s programming and limiting commercial content therein, regulating the sale of political advertising, and restricting indecent programming.

Broadcast television licenses are granted for a term of up to eight years and are renewable upon request, subject to FCC review of the licensee’s performance. While complaints about network programming aired by some Company-owned stations during the last license term remain outstanding, all the stations’ licenses have been renewed for the current license term. While there can be no assurance regarding the renewal of our broadcast television licenses, we have never had a license revoked, have never been denied a renewal, and all previous renewals have been for the maximum term.

FCC regulations govern the multiple ownership of television stations and other media. Under the FCC’s current rules (as modified by Congress with respect to national audience reach), a license for a television station will generally not be granted or renewed if the grant of the license would result in (i) the applicant owning more than one television station, or in some markets under certain conditions, more than two television stations in the same market, or (ii) the grant of the license would result in the applicant’s owning, operating, controlling, or having an interest in television stations whose total national audience reach exceeds 39% of all television households. The FCC also has generally prohibited “cross ownership” of a television station and a daily newspaper in the same community, but the FCC in 2007 completed a Congressionally mandated periodic review of its ownership rules and determined to relax this cross ownership ban in the largest television markets. While this decision remains under appeal, the new rule has been allowed to take effect. The FCC is currently initiating another periodic review of the ownership rules.

The FCC has suggested that the transition to more efficient digital television broadcasting may permit further reductions in the amount of spectrum allocated to over-the-air broadcasting. In particular, in order to provide additional spectrum for mobile broadband services, the FCC has urged Congress to authorize the conduct of spectrum auctions in which broadcasters would give up spectrum in return for a share of the auction proceeds. The FCC has also initiated a broad rulemaking to explore ways to implement such auctions and otherwise encourage innovative use of the broadcast spectrum. Separately, the FCC has now issued rules to implement its order permitting the non-broadcast use of broadcast spectrum in the “white spaces” between broadcast stations’ service areas, and petitions for reconsideration of that order are now being considered. We cannot predict the effect of these proceedings on our offering of digital television service or our business.

Broadcast television stations generally enjoy “must-carry” rights on any cable television system defined as “local” with respect to the station. Stations may waive their must-carry rights and instead negotiate retransmission consent agreements with local cable companies. Similarly, satellite carriers, upon request, are required to carry the signal of those television stations that request carriage and that are located in markets in which the satellite carrier chooses to retransmit at least one local station, and satellite carriers cannot carry a broadcast station without its consent. The Company has elected to negotiate retransmission consent agreements with the major cable operators and satellite carriers for our network-affiliated stations. Some members of Congress have expressed concern about cable subscribers occasionally losing television service during retransmission consent negotiations, and the FCC has announced its intention to conduct a rulemaking proceeding during 2011 to reexamine the process. In addition, Congress or the FCC may reexamine other regulatory policies that support a television station’s ability to enjoy an exclusive right to present particular programming in its local service area. We cannot predict the outcome of any such proceedings or their possible impact on the Company.

During recent years, the FCC has substantially increased its scrutiny of broadcasters’ programming practices. In particular, it has heightened enforcement of the restrictions on indecent programming. Congress’ decision to greatly increase the financial penalty for airing such programming has at the same time increased the threat to broadcasters from such enforcement. Litigation continues over the scope of the FCC’s authority to regulate indecency, and substantial uncertainty remains concerning FCC indecency enforcement. In addition, the FCC in 2008 adopted new regulations requiring broadcasters to maintain more detailed records of their public service programming and to make such information more accessible to the public via their web sites. Implementation of these new FCC regulations continues to be delayed while the FCC considers imposing more specific obligations with respect to broadcasters’ programming service to their local communities. In 2009, the FCC initiated a new proceeding to explore how the evolution of digital media is affecting children, including whether commercial television broadcasters are adequately addressing children’s educational needs and whether steps should be taken to better protect children from exposure to potentially harmful media content, including harmful advertising messages. In 2010, the FCC initiated a broad examination of modern media that includes questioning whether broadcasters’ public interest programming obligations should be revised. We cannot predict the outcome of these proceedings or their possible impact on the Company.

Newspapers

We have operated newspapers for 132 years, when our founder, Edward W. Scripps, began publishing the Penny Press in Cleveland, Ohio. Today, the Scripps newspaper division operates daily newspapers, news and information Web sites, mobile news applications, community newspapers, niche publications and other advertiser-supported local media in 13 markets across the United States. We believe that compelling news content and a diverse portfolio of product offerings are critical components to garnering the highest share of local advertising dollars in our markets.

We believe all of our newspapers have an excellent reputation for journalistic quality and content. They were recognized during 2010 by numerous regional and national journalism organizations for high-quality reporting across multiple platforms, including print, Web and mobile. Much of this recognition came from print-focused journalism organizations, but video-based crime reporting from our newspaper in Knoxville, Tenn., earned a prestigious Edward R. Murrow Award, an honor historically bestowed on television stations. Our ability to cover our communities across multiple media allows us to expand our audiences beyond our traditional print boundaries.

Our Internet sites offer comprehensive local news and information, user-generated content, advertising, e-commerce and other services. We continue to enhance our online services, using features such as streaming video and audio to deliver our news and information content. Many of our journalists routinely produce videos for consumption through our Web sites and use an array of social media sites such as Facebook, YouTube and Twitter to interest our audiences. We have embraced mobile technology by offering our products on e-readers as well as apps available on both the Apple and Android platforms.

We also offer our advertising customers additional digital advertising opportunities through our audience-extension partnerships. We were a founding member of a newspaper consortium that joined Yahoo! in an advertising and content sharing partnership that increases our access to local Web-focused advertising dollars. We have a similar arrangement with Zillow, the leading Internet real estate company. In 2010, Yahoo! sold its HotJobs recruitment site to Monster.com. Monster assumed in its entirety the HotJobs contractual relationship we had with Yahoo! We retained our relationship with Yahoo! in the areas of content, search and display advertising. We also offer our local advertising customers additional marketing services, such as managing their search engine marketing campaigns.

Over the years we have supplemented our daily newspapers with an array of niche products, including direct-mail advertising, total market coverage publications, zoned editions, specialty publications, and event-based publications. These product offerings, including approximately 100 niche publications with a combined monthly average audience of 900,000, allow existing advertisers to reach their target audiences in multiple ways, while giving us a portfolio of products with which to acquire new clients, particularly small- and mid-sized advertisers.

The markets and audiences that we serve are as follows:

Daily circulation (includes print and E-edition)

(in thousands) (1)
Newspaper		2010				2009				2008				2007				2006
Abilene (TX) Reporter-News			24				27				28				30				31
Anderson (SC) Independent-Mail			23				26				29				34				35
Corpus Christi (TX) Caller-Times			45				47				52				52				52
Evansville (IN) Courier & Press			52				57				64				66				66
Henderson (KY) Gleaner			10				10				10				10				10
Kitsap (WA) Sun			23				23				28				29				30
Knoxville (TN) News Sentinel			93				101				113				117				116
Memphis (TN) Commercial Appeal			118				136				144				152				156
Naples (FL) Daily News			63				53				54				56				58
Redding (CA) Record-Searchlight			22				25				31				32				34
San Angelo (TX) Standard-Times			18				21				24				25				25
Treasure Coast (FL) News/Press/Tribune (2)			75				87				99				102				102
Ventura County (CA) Star			65				67				83				85				86
Wichita Falls (TX) Times Record News			23				25				27				29				30
Total Daily Circulation			654				705				786				819				831

Circulation information for the Sunday edition of our newspapers is as follows:

(in thousands ) (1)
Newspaper		2010				2009				2008				2007				2006
Abilene (TX) Reporter-News			31				35				37				39				39
Anderson (SC) Independent-Mail			29				30				32				38				40
Corpus Christi (TX) Caller-Times			58				65				72				71				71
Evansville (IN) Courier & Press			74				77				83				87				88
Henderson (KY) Gleaner			11				11				11				12				12
Kitsap (WA) Sun			24				26				31				32				33
Knoxville (TN) News Sentinel			116				126				138				145				147
Memphis (TN) Commercial Appeal			151				172				177				193				204
Naples (FL) Daily News			73				61				62				63				67
Redding (CA) Record-Searchlight			25				28				33				35				37
San Angelo (TX) Standard-Times			21				24				28				29				30
Treasure Coast (FL) News/Press/Tribune (2)			95				105				112				112				113
Ventura County (CA) Star			82				82				94				95				99
Wichita Falls (TX) Times Record News			26				28				30				33				34
Total Sunday Circulation			816				870				940				984				1,014

Restructuring to take advantage of scale

We began a restructuring of the newspaper division in 2009. Our newspaper operations were previously organized and managed solely by geography. Under the restructuring project, known as Scripps 3.0, we are now organized functionally with divisional executives leading content, sales, finance, operations, information technology and human resources across the geographies. We believe this reorganization enables us to take advantage of scale and consolidate functions that do not require a presence in our local markets. The focus in each local market is on content, sales and distribution of our products.

We also seek to take advantage of scale by providing services for other publishers. For example, we have created distribution and/or commercial printing arrangements with a number of other publishers in our markets and have made decisions to rationalize our production functions. We will continue to pursue similar opportunities into the future.

Product offerings

We derive revenue from two principal sources: readers and advertisers.

Circulation

Approximately 28% of our total revenue comes from subscribers who pay us to deliver a print or a print/electronic product on a regular basis (home delivery) or consumers who purchase our print products from a retail store or vending machine (single copy). Home delivery copies account for more than 90% of our total daily circulation.

Daily and Sunday circulation has declined over the past five years as readers consume more news and information online or over mobile devices. We have implemented strategies to reduce unprofitable circulation and have implemented circulation price increases, which have contributed to the declines. However, as our total subscriber base has declined we have seen a decrease in the churn of our subscribers. In 2011, we will implement marketing and pricing strategies with the intent of stabilizing our circulation base.

Advertising

Advertising provided approximately 68% of newspaper segment operating revenues in 2010. Our range of products and audience reach gives us the ability to deliver the specific audiences desired by our advertisers. While many advertisers want the broad reach delivered by our daily newspaper, others want to target their message by demographics, geography, buying habits or customer behavior. We develop advertising campaigns that combine products within our portfolio that best reach the advertiser’s targeted audience with the appropriate frequency.

We sell advertising based upon audience size, demographics, price and effectiveness. Advertising rates and revenues vary among our newspapers depending on circulation, type of advertising, local market conditions and competition. Each of our newspapers operates in highly competitive local media marketplaces, where advertisers and media consumers can choose from a wide range of alternatives, including other news publications, radio, broadcast and cable television, magazines, Internet sites, outdoor advertising, directories and direct-mail products.

Print

Print advertising includes Run-of-Press (“ROP”) advertising, preprinted inserts, advertising on our Internet sites, advertising in niche publications, and direct mail. ROP advertisements, located throughout the newspaper, include local, classified and national advertising. Local ROP refers to any advertising purchased by in-market advertisers that is not included in the paper’s classified section. Classified ROP includes all auto, real estate and help-wanted advertising and other ads listed together in sequence by the nature of the ads. National ROP refers to any advertising purchased by businesses outside our local market. National advertisers typically procure advertising from numerous newspapers using advertising agency services. Preprinted inserts are stand-alone, multi-page fliers inserted into and distributed with the daily newspaper.

Digital

We sell advertising across all of our digital platforms. We also utilize a variety of audience-extension programs to enhance the reach of our Web sites and to garner larger shares of local ad dollars that are spent online.

Expenses

Our newspaper franchises are characterized as having high fixed costs with much of our expense base dedicated to employees and production/distribution capabilities.

Employees - Employee costs accounted for approximately 50% of segment costs and expenses in 2010. Our workforce is comprised of a combination of non-union and union employees. See “Employees.” During the past three years, we have reduced our workforce from 4,800 employees to roughly 3,000.

Newsprint - We consumed approximately 56,000 metric tons of newsprint in 2010. Newsprint is a basic commodity and its price is sensitive to changes in the balance of worldwide supply and demand. Mill closures and industry consolidation have decreased overall newsprint production capacity and increased the likelihood of future price increases. We purchase newsprint from various suppliers, many of which are Canadian. Based on our expected newsprint consumption, we believe that our supply sources are sufficient.

Capital expenditures - During the past several years, our newspaper businesses have consumed —with the exception of our Naples plant project—a historically low level of capital for ongoing operations. We will continue to make necessary investments to maintain the physical operations and to ensure employee safety. We will focus additional capital on projects that expand our ability to deliver news and improve sales, which will likely include software development and technological capabilities that improve audience or revenue growth directly.

Syndication and Other Media

Syndication and other media primarily include syndication of news features and comics. Under the trade name United Media, we distribute news columns, comics and other features for the newspaper industry. Newspapers typically pay a weekly fee for their use of the features.

Upon the completion of the sale of United Media Licensing we continued to sell and service the syndication of the Peanuts and Dilbert comic strips on behalf of Iconix. We received a percentage of the revenues for those services, which was less than $1 million in 2010. Iconix has provided notice that the sales and servicing arrangements will be terminated in 2011.

In February 2011, we outsourced syndication services to Universal Uclick for the news features and comics of United Media. Universal Uclick will provide editorial and production services, sales and marketing, sales support and customer service, and distribution and fulfillment for all the news features and comics of United Media. We will continue to own certain copyrights and control the licenses for those properties, and will manage the business relationships with the creative talent that produces those comics and features.

Employees

As of December 31, 2010, we had approximately 4,600 full-time equivalent employees, of whom approximately 1,400 were with television, 3,000 with newspapers, and 100 with syndication and other media. Various labor unions represent approximately 600 employees, 500 of which are in newspapers and 100 in television. We have not experienced any work stoppages at our current operations since 1985. We consider our relationships with our employees to be generally satisfactory.

Item 1A.		Risk Factors

For an enterprise as large and complex as ours, a wide range of factors could materially affect future developments and performance. The most significant factors affecting our operations include the following:

We derive the majority of our revenues from marketing and advertising spending by businesses, which is affected by numerous factors. Declines in advertising revenues will adversely affect the profitability of our business.

The demand for advertising in our newspapers or on our television stations is sensitive to a number of factors, both nationally and locally, including the following:

•

The advertising and marketing spending by our customers can be subject to seasonal and cyclical variations and are likely to be adversely affected during economic downturns.

•

Television advertising revenues in even-numbered years benefit from political advertising.

•

The impact of advertiser consolidation and contraction in our local markets. The majority of the print and broadcast advertising is sold to local businesses in our markets. Continued consolidation and contraction of local advertisers could adversely impact our operating results.

•

The size and demographics of the audience reached by advertisers through our media businesses. Continued declines in our newspaper circulation could have an effect on the rate and volume of advertising, which are dependent on the size and demographics of the audience we provide to our advertisers. Television audiences have also fragmented in recent years as the broad distribution of cable and satellite television has greatly increased the options available to the viewing public. Continued fragmentation of television audiences could adversely impact the rates we obtain for advertising.

•

Increasingly intense competition with digital media platforms. The popularity of the Internet, the increasing types of devices that access Web-based news and information and low barriers to entry have led to a wide variety of alternatives available to advertisers and consumers. Internet sites dedicated to help-wanted, real estate and automotive advertising are significant competitors.

•

Our television stations have significant exposure to automotive advertising. In 2010, 17% and in 2009, 14% of our total advertising in our television segment was from the automotive category.

If we are unable to respond to any or all these factors our advertising revenues could decline which would affect our profitability.

Our local media businesses operate in a changing and increasingly competitive environment. We must continually invest in new business initiatives and to modify strategies to maintain our competitive position. Investment in new business strategies and initiatives could disrupt our ongoing business and present risks not originally contemplated.

The profile of our newspaper and television audience has shifted dramatically in recent years as readers and viewers access news and other content online or through mobile devices and as they spend more discretionary time with social media. While slow and steady declines in audiences have been offset by a growing online viewership, online advertising rates are much lower than print and broadcast advertising rates on a cost-per-thousand basis. This audience shift results in lower profit margins. To remain competitive we must adjust business strategies and invest in new business initiatives, particularly within digital media. Development of new products and services may require significant costs. The success of these initiatives depends on a number of factors, including timely development and market acceptance. Investments we make in new strategies and initiatives may not perform as expected.

We are undergoing a strategic restructuring in our newspaper business that, if unsuccessful, could have a material adverse financial impact.

We are undergoing a significant restructuring in our Newspaper business. This transformation includes, among other things, the reorganization of our management structure, alignment of our operating costs with secular declines in newspaper revenues, the standardization and centralization of systems and processes, the outsourcing of certain financial processes and the implementation of new software for our circulation, advertising and editorial systems. As a result, we are in a transformational period in which we have made, and will continue to make, changes that, if unsuccessful, could have a material adverse financial impact on our operations.

A significant portion of our operating cost for the newspaper segment is newsprint, so an increase in price or reduction in supplies may adversely affect our operating results.

Newsprint is a significant component of the operating cost of our newspaper operations, comprising 9% of costs in 2010. The price of newsprint has historically been volatile, and increases in the price of newsprint could materially reduce our operating results. In addition, the continued reduction in the capacity of newsprint producers increases the risk that supplies of newsprint could be limited in the future.

The loss of affiliation agreements could adversely affect our television stations’ operating results.

We own and operate ten television stations. Six of our stations have affiliations with the ABC television network and three have affiliations with the NBC television network. These television networks produce and distribute programming in exchange for each of our stations’ commitment to air the programming at specified times and for commercial announcement time during the programming.

The non-renewal or termination of either of our network affiliation agreements, which expire in 2015, would prevent us from being able to carry programming of the relevant network. This loss of programming would require us to obtain replacement programming, which may involve higher costs and which may not be as attractive to our target audiences, resulting in lower revenues.

Our television stations are subject to government regulations which, if revised, could adversely affect our operating results.

•

Pursuant to FCC rules, local television stations must elect every three years to either (1) require cable and/or direct broadcast satellite operators to carry the stations’ over the air signals or (2) enter into retransmission consent negotiations for carriage. At present all of our stations except KMCI (which elects mandatory carriage), have retransmission consent agreements with the majority of cable operators and with both satellite providers. If our retransmission consent agreements are terminated or not renewed, or if our broadcast signals are distributed on less-favorable terms than our competitors, our ability to compete effectively may be adversely affected.

•

If we cannot renew our FCC broadcast licenses, our broadcast operations will be impaired. Our television business depends upon maintaining our broadcast licenses from the FCC, which has the authority to revoke licenses, not renew them, or renew them only with significant qualifications, including renewals for less than a full term. We cannot assure that future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect our operations. If the FCC fails to renew any of our licenses, it could prevent us from operating the affected stations. If the FCC renews a license with substantial conditions or modifications (including renewing the license for a term of fewer than eight years), it could have a material adverse effect on the affected station’s revenue-generation potential.

•

The FCC and other government agencies are considering various proposals intended to promote consumer interests, including proposals to encourage locally-focused television programming, to restrict certain types of advertising to children, and to repurpose some of the broadcast spectrum. New government regulations affecting the television industry could raise programming costs, restrict broadcasters’ operating flexibility, reduce advertising revenues, raise the costs of delivering broadcast signals, or otherwise affect our operating results. We cannot predict the nature or scope of future government regulation or its impact on our operations.

Sustained increases in costs of employee health and welfare plans and funding requirements of our pension obligations may reduce the cash available for our business.

Employee compensation and benefits account for approximately 50% of our total operating expenses. In recent years, we have experienced significant increases in employee benefit costs. At least some of these factors may continue to put upward pressure on the cost of providing medical benefits. Although we have actively sought to control increases in these costs, there can be no assurance that we will succeed in limiting cost increases, and continued upward pressure could reduce the profitability of our businesses.

The projected benefit obligations of our pension plans exceed plan assets by $48 million at December 31, 2010. Our pension plans invest in a variety of equity and debt securities, many of which were affected by the disruption in the credit and capital markets in 2008 and 2009. Future volatility and disruption in the stock and bond markets could cause further declines in the asset values of our pension plans. In addition, a decrease in the discount rate used to determine minimum funding requirements could result in increased future contributions. If either occurs, we may need to make additional pension contributions above what is currently estimated, which could reduce the cash available for our businesses.

The Edward W. Scripps Trust principally holds our Common Voting shares; such ownership could inhibit potential changes of control.

We have two classes of stock: Common Voting shares and Class A Common shares. Holders of Class A Common shares are entitled to elect one-third of the Board of Directors, but are not permitted to vote on any other matters except as required by Ohio law. Holders of Common Voting shares are entitled to elect the remainder of the Board and to vote on all other matters. Our Common Voting shares are principally held by The Edward W. Scripps Trust, which holds 90% of the Common Voting shares. As a result, the trust has the ability to elect two-thirds of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common shares. Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction, the market price of our Class A Common shares could be adversely affected.

Item 1B.		Unresolved Staff Comments

None.

Item 2.		Properties

We own substantially all of the facilities and equipment used in our newspaper operations.

We own substantially all of the facilities and equipment used by our television stations. We own, or co-own with other broadcast television stations, the towers used to transmit our television signals.

Item 3.		Legal Proceedings

We are involved in litigation arising in the ordinary course of business, such as defamation actions, and governmental proceedings primarily relating to renewal of broadcast licenses, none of which is expected to result in material loss.

Item 4.		Removed and Reserved

Executive Officers of the Company — Executive officers serve at the pleasure of the Board of Directors.

Name		Age				Position
Richard A. Boehne			54			President, Chief Executive Officer and Director (since July 2008); Executive Vice President (1999-2008) and Chief Operating Officer (2006-2008)
Timothy E. Stautberg			48			Senior Vice President and Chief Financial Officer (since July 2008); Vice President /Corporate Communications and Investor Relations (1999 to 2008)
William Appleton			62			Senior Vice President and General Counsel (since July 2008); Managing Partner Cincinnati office, Baker & Hostetler, LLP (2003 to 2008)
Mark G. Contreras			49			Senior Vice President /Newspapers (since March 2006); Vice President/Newspaper Operations (2005 to 2006); Senior Vice President, Pulitzer, Inc. (1999 to 2004)
Lisa A. Knutson			45			Senior Vice President/Human Resources (since July 2008); Vice President of Human Resource Operations (2005 to 2008)
Brian G. Lawlor			44			Senior Vice President/Television (since January 2009); Vice President/General Manager of WPTV (2004-2008)
Douglas F. Lyons			54			Vice President/Controller (since July 2008); Vice President Finance/Administration (2006-2008), Director Financial Reporting (1997-2006)

PART II

Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Class A Common shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “SSP.” As of December 31, 2010, there were approximately 8,000 owners of our Class A Common shares, based on security position listings, and 19 owners of our Common Voting shares (which do not have a public market). Due to current economic conditions and their effect on our operating results, in the fourth quarter of 2008 we suspended our cash dividends.

The range of market prices of our Class A Common shares, which represents the high and low sales prices for each full quarterly period, and quarterly cash dividends are as follows:

			Quarter
			1st				2nd				3rd				4th				Total
2010
Market price of common stock:
High			$	9.70			$	11.45			$	8.43			$	10.27
Low				6.22				7.43				6.81				7.72
Cash dividends per share of common stock			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00
2009
Market price of common stock:
High			$	2.34			$	2.50			$	8.83			$	8.43
Low				0.72				1.60				1.88				6.04
Cash dividends per share of common stock			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00

There were no sales of unregistered equity securities during the quarter for which this report is filed.

Performance Graph — Set forth below is a line graph comparing the cumulative return on the Company’s Class A Common shares, assuming an initial investment of $100 as of January 1, 2006, and based on the market prices at the end of each year and assuming dividend reinvestment, with the cumulative return of the Standard & Poor’s Composite-500 Stock Index and an Index based on a peer group of media companies. The spin-off of SNI at July 1, 2008 is treated as a reinvestment of a special dividend pursuant to SEC rules.

The following graph compares the return on the Company’s Class A Common shares with that of the indices noted above for the period of July 1, 2008 (date of spin-off) through December 31, 2010. The graph assumes an investment of $100 in our Class A Common shares, the S&P 500 Index, and our peer group index on July 1, 2008 and that all dividends were reinvested.

We continually evaluate and revise our peer group index as necessary so that it is reflective of our Company’s portfolio of businesses. The companies that comprise our current peer group are Belo Corporation, Gannett Company, Gray Television, Inc., Journal Communications, Inc., Lee Enterprises, Inc., LIN TV Corporation, McClatchy Company, Media General, Meredith Corporation, New York Times Company, and Sinclair Broadcast GP. The peer group index is weighted based on market capitalization.

Item 6.		Selected Financial Data

The Selected Financial Data required by this item is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-2 of this Form 10-K.

Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations required by this item is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1 of this Form 10-K.

Item 7A.		Quantitative and Qualitative Disclosures About Market Risk

The market risk information required by this item is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1 of this Form 10-K.

Item 8.		Financial Statements and Supplementary Data

The Financial Statements and Supplementary Data required by this item are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1 of this Form 10-K.

Item 9.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.		Controls and Procedures

The Controls and Procedures required by this item are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1 of this Form 10-K.

Item 9B.		Other Information

None.

PART III

Item 10.		Directors, Executive Officers and Corporate Governance

Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

Information required by Item 10 of Form 10-K relating to directors is incorporated by reference to the material captioned “Election of Directors” in our definitive proxy statement for the Annual Meeting of Shareholders (“Proxy Statement”). Information regarding Section 16(a) compliance is incorporated by reference to the material captioned “Report on Section 16(a) Beneficial Ownership Compliance” in the Proxy Statement.

We have adopted a code of ethics that applies to all employees, officers and directors of Scripps. We also have a code of ethics for the CEO and Senior Financial Officers. This code of ethics meets the requirements defined by Item 406 of Regulation S-K and the requirement of a code of business conduct and ethics under NYSE listing standards. Copies of our codes of ethics are posted on our Web site at www.scripps.com.

Information regarding our audit committee financial expert is incorporated by reference to the material captioned “Corporate Governance” in the Proxy Statement.

The Proxy Statement will be filed with the Securities and Exchange Commission in connection with our 2011 Annual Meeting of Stockholders.

Item 11.		Executive Compensation

The information required by Item 11 of Form 10-K is incorporated by reference to the material captioned “Compensation Discussion and Analysis” and “Compensation Tables” in the Proxy Statement.

Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 of Form 10-K is incorporated by reference to the material captioned “Report on the Security Ownership of Certain Beneficial Owners”, “Report on the Security Ownership of Management” and “Equity Compensation Plan Information” in the Proxy Statement.

Item 13.		Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 of Form 10-K is incorporated by reference to the materials captioned “Corporate Governance” and “Report on Related Party Transactions” in the Proxy Statement.

Item 14.		Principal Accounting Fees and Services

The information required by Item 14 of Form 10-K is incorporated by reference to the material captioned “Report of the Audit Committee of the Board of Directors” in the Proxy Statement.

PART IV

Item 15.		Exhibits and Financial Statement Schedules

Financial Statements and Supplemental Schedule

(a)

The consolidated financial statements of Scripps are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1.

The reports of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, dated March 2, 2011, are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1.

(b)

The Company’s consolidated supplemental schedules are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Schedules at page S-1.

Exhibits

The information required by this item appears at page E-1 of this Form 10-K.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated, on March 2, 2011.

Signature		Title
/s/ Richard A. Boehne   Richard A. Boehne		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Timothy E. Stautberg   Timothy E. Stautberg		Senior Vice President and Chief Financial Officer
/s/ Douglas F. Lyons   Douglas F. Lyons		Vice President and Controller (Principal Accounting Officer)
/s/ Nackey E. Scagliotti   Nackey E. Scagliotti		Chairwoman of the Board of Directors
/s/ John H. Burlingame   John H. Burlingame		Director
/s/ John W. Hayden   John W. Hayden		Director
/s/ Roger L. Ogden   Roger L. Ogden		Director
/s/ Mary McCabe Peirce   Mary McCabe Peirce		Director
/s/ J. Marvin Quin   J. Marvin Quin		Director
/s/ Paul Scripps   Paul Scripps		Director
/s/ Kim Williams   Kim Williams		Director

The E. W. Scripps Company
Index to Consolidated Financial Statement Information

Item No.		Page
1. Selected Financial Data			F-2
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			F-4
3. Quantitative and Qualitative Disclosures About Market Risk			F-16
4. Controls and Procedures (Including Management’s Report on Internal Control Over Financial Reporting)			F-18
5. Reports of Independent Registered Public Accounting Firm			F-20
6. Consolidated Balance Sheets			F-22
7. Consolidated Statements of Operations			F-23
8. Consolidated Statements of Cash Flows			F-24
9. Consolidated Statements of Equity			F-25
10. Notes to Consolidated Financial Statements			F-26

Selected Financial Data
Five-Year Financial Highlights

(in millions, except per share data)		2010 (1)				2009 (1)				2008 (1)				2007 (1)				2006 (1)
Summary of Operations (5)
Operating revenues:
Television		$	321			$	255			$	327			$	326			$	364
Newspapers			435				455				569				658				716
Boulder prior to formation of Colorado newspaper partnership			—				—				—				—				2
Syndication and other			21				22				26				21				21
Corporate and shared services			—				—				4				2				1
Total operating revenues		$	777			$	732			$	925			$	1,007			$	1,104
Segment profit (loss):
Television			75				20				81				84				121
Newspapers			52				49				71				136				189
JOA and newspaper partnerships			—				—				(1	)			3				7
Syndication and other			(3	)			(1	)			(2	)			(4	)			(7	)
Corporate and shared services			(34	)			(27	)			(42	)			(59	)			(58	)
Depreciation and amortization of intangibles			(45	)			(44	)			(47	)			(44	)			(44	)
Impairment of goodwill, indefinite and long-lived assets (2)			—				(216	)			(810	)			—				—
Write-down of investment in newspaper partnership (3)			—				—				(21	)			—				—
Gain on formation of Colorado newspaper partnership			—				—				—				—				4
Gains (losses), net on disposals of property, plant and equipment			(1	)			—				6				—				(1	)
Interest expense			(4	)			(3	)			(11	)			(36	)			(53	)
Separation and restructuring costs			(13	)			(10	)			(34	)			—				—
Losses on repurchases of debt			—				—				(26	)			—				—
Miscellaneous, net (4)			2				1				10				15				3
Income taxes			(1	)			32				266				(33	)			(72	)
Income (loss) from continuing operations		$	29			$	(199	)		$	(559	)		$	61			$	90
Per Share Data
Income (loss) from continuing operations		$	.45			$	(3.69	)		$	(10.33	)		$	1.11			$	1.61
Cash dividends			.00				.00				.99				1.62				1.41
Market Value of Common Shares at December 31 (6)
Per share		$	10.15			$	6.96			$	2.21			$	135.03			$	149.82
Total			592				381				119				7,336				8,167
Balance Sheet Data
Total assets		$	828			$	786			$	1,089			$	4,005			$	4,344
Long-term debt (including current portion)			1				36				61				505				766
Equity			592				433				595				2,592				2,704

Certain amounts may not foot since each is rounded independently.

Notes to Selected Financial Data

As used herein and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Scripps,” “we,” “our,” or “us” may, depending on the context, refer to The E. W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole.

The statement of operations and cash flow data for the five years ended December 31, 2010, and the balance sheet data as of the same dates have been derived from our audited consolidated financial statements. All per-share amounts are presented on a diluted basis. The five-year financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere herein.

Operating revenues and segment profit (loss) represent the revenues and the profitability measures used to evaluate the operating performance of our business segments in accordance with GAAP.

(1)		In the periods presented we acquired the following:
		2007- Newspaper publications in Tennessee.
		2006- Additional 4% interest in our Memphis newspaper and 2% interest in our Evansville newspaper. Newspaper publications in Texas and Florida.
(2)		2009- A non-cash charge of $216 million was recorded to reduce the carrying value of our Television segment’s goodwill and indefinite-lived assets.
		2008- A non-cash charge of $810 million was recorded to reduce the carrying value of our Newspaper segment’s goodwill and, indefinite-lived intangible and long-lived assets in our Television segment.
(3)		2008- A non-cash charge of $21 million was recorded to reduce the carrying value of our investment in the Colorado newspaper partnership.
(4)		2008- Miscellaneous, net includes realized gains of $7.6 million from the sale of certain investments.
		2007- Miscellaneous, net includes realized gains of $9.2 million from the sale of certain investments.
(5)		The five-year summary of operations excludes the operating results of the following entities and the gains (losses) on their divestiture as they are accounted for as discontinued operations:
		2010- Closed the sale of United Feature Syndicate, Inc. character licensing business for $175 million in cash in June. We recorded a $162 million pre-tax gain which is included in discontinued operations.
		2009- Closed the Rocky Mountain News after it published its final edition on February 27, 2009. Under the terms of an agreement with MNG, we transferred our interests in the Denver JOA to MNG in the third quarter of 2009. We recorded no gain or loss on the transfer of our interest in the Denver JOA to MNG.
		2008- On July 1, 2008 we completed the spin-off of Scripps Network Interactive to the shareholders of the Company. In January the Cincinnati joint operating agreement was terminated and we ceased operation of our Cincinnati Post and Kentucky Post newspapers.
(6)		On July 1, 2008 we completed the spin-off of SNI as an independent, publicly traded company to our shareholders. Market prices presented in the tables above are unadjusted and include the value of SNI until the date of the spin-off.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

The consolidated financial statements and notes to the consolidated financial statements are the basis for our discussion and analysis of financial condition and results of operations. You should read this discussion in conjunction with those financial statements.

Forward-Looking Statements

Certain forward-looking statements related to our businesses are included in this discussion. Those forward-looking statements reflect our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements. Such risks, trends and uncertainties, which in most instances are beyond our control, include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; technological developments; competitive pressures; interest rates; regulatory rulings; and reliance on third-party vendors for various products and services. The words “believe,” “expect,” “anticipate,” “estimate,” “intend” and similar expressions identify forward-looking statements. You should evaluate our forward-looking statements, which are as of the date of this filing, with the understanding of their inherent uncertainty. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date the statement is made.

Executive Overview

The E. W. Scripps Company (“Scripps”) is a diverse media company with interests in television stations and newspaper publishing. The company’s portfolio of media properties includes: 10 television stations, including six ABC-affiliated stations, three NBC affiliates and one independent station: daily and community newspapers in 13 markets and the Washington-based Scripps Media Center, home to the Scripps Howard News Service.

We closed the sale of United Feature Syndicate, Inc.’s (“UFS”) character licensing business (“UML”) in the second quarter of 2010 for $175 million in cash. The operations of the character licensing business and the $162 million pre-tax gain on the sale are classified as discontinued operations for all periods presented. In June 2010, we used $65 million of the proceeds from the sale of UML to make a contribution to our defined benefit pension plans.

On October 20, 2010, we amended our secured revolving credit agreement (2010 Amendment) to provide us with the flexibility to return capital to shareholders and/or invest in acquisitions up to a combined total of $200 million through June 2013. The amendment lowered the amount of the facility from $150 million to $100 million and reduced commitment fees.

In October 2010, concurrent with amending the credit agreement, the board of directors authorized the repurchase of up to $75 million of the company’s Class A Common Shares by the end of 2012. Details of the 2010 Amendment are included in the Notes to our Consolidated Financial Statements. At December 31, 2010, we had borrowing capacity of $83 million under our credit agreement.

As the flow of advertising dollars improved in our television markets and we began to see a moderation in the decline in advertising revenue at our newspapers, we restored certain pay and benefit programs and increased marketing and promotional spending. We continue to invest in our digital operations, including expanding our digital advertising sales force.

Our programs to restructure our television and newspaper operations continue. We have invested in technology to automate our television station newsrooms and are installing common advertising, circulation and editorial systems in our newspapers. We are standardizing processes within our operating divisions and are centralizing or outsourcing processes that do not require a presence in the local market. Costs related to these efforts totaled $12.7 million in 2010. The restructuring program and installation of common newspaper systems is expected to continue through 2012.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions which affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.

Note 1 to the Consolidated Financial Statements describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. We believe the following to be the most critical accounting policies, estimates and assumptions affecting our reported amounts and related disclosures.

Income Taxes — The accounting for uncertain tax positions and the application of income tax law is inherently complex. As such, we are required to make many assumptions and judgments regarding our income tax positions and the likelihood whether such tax positions would be sustained if challenged. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in our assumptions and judgments can materially affect amounts recognized in the consolidated financial statements.

We have a significant deferred tax asset balance included in our consolidated balance sheet. We are required to assess the likelihood that our deferred tax assets, which include our net operating loss carryforwards and temporary differences that are expected to be deductible in future years, will be recoverable from the carryback to prior years, carryforward to future years or through other prudent and feasible tax planning strategies. If recovery is not likely, we have to provide a valuation allowance based on our estimates of future taxable income in the various taxing jurisdictions, and the amount of deferred taxes that are ultimately realizable. The provision for current and deferred taxes involves evaluations and judgments of uncertainties in the interpretation of complex tax regulations by various taxing authorities. Actual results could differ from our estimates and if we determine the deferred tax asset we would realize would be greater or less than the net amount recorded, an adjustment would be made to the tax provision in that period.

Pension Plans — We sponsor various noncontributory defined benefit pension plans covering substantially all full-time employees, including a SERP, which covers certain executive employees. Pension expense for continuing operations for those plans was $7.3 million in 2010, $26.2 million in 2009, and $15.5 million in 2008.

The measurement of our pension obligation and related expense is dependent on a variety of estimates, including: discount rates; expected long-term rate of return on plan assets; expected increase in compensation levels; and employee turnover, mortality and retirement ages. We review these assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. In accordance with accounting principles generally accepted in the United States of America, we record the effects of these modifications currently or amortize them over future periods. We consider the most critical of our pension estimates to be our discount rate and the expected long-term rate of return on plan assets.

The discount rate used to determine our future pension obligations is based upon a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans. The rate is determined each year at the plan measurement date and affects the succeeding year’s pension cost. The weighted average discount rate was 5.85% and 5.97% at December 31, 2010 and 2009, respectively. Discount rates can change from year to year based on economic conditions that impact corporate bond yields. A decrease in the discount rate increases pension obligations and decreases pension expense. An increase in the discount rate decreases pension obligations and increases pension expense. A 0.5% change in the discount rate as of December 31, 2010, to either 5.35% or 6.35%, would increase or decrease our projected pension obligations as of December 31, 2010, by approximately $30 million. The same 50 basis point change in the discount rate would decrease or increase 2011 pension expense by less than $0.5 million as the effects of the change in the rate are offset by the change in the pension obligation.

We have changed our target asset allocations to invest a greater percentage of plan assets in securities that better match the timing of the payment of plan obligations. As a result, approximately 70% of plan assets invested in a portfolio of fixed income securities with a duration approximately that of the projected benefit obligations. The remaining 30% of plan assets are invested in equity securities and other return-seeking assets. The expected long-term rate of return on plan assets is based primarily upon the target asset allocation for plan assets and capital markets forecasts for each asset class employed. Our expected rate of return on plan assets also considers our historical compound rate of return on plan assets for 10 and 15 year periods. At December 31, 2010, the expected long-term rate of return on plan assets was 5.7%, down from 7.6% at December 31, 2009, primarily due to the change in the target asset allocation. A decrease in the expected rate of return on plan assets increases pension expense. A 0.5% change in the expected long-term rate of return on plan assets, to either 5.2% or 6.2%, would increase or decrease our 2011 pension expense by approximately $2.0 million.

We had cumulative unrecognized actuarial losses for our pension plans of $130 million at December 31, 2010. Unrealized actuarial gains and losses result from deferred recognition of differences between our actuarial assumptions and actual results. In 2010, we had an actuarial gain of $11 million. The cumulative unrecognized net loss is primarily due to declines in corporate bond yields and the unfavorable performance of the equity markets between 2000 and 2002, and in 2008. Based on our current assumptions, we anticipate that 2011 pension expense will include $3 million in amortization of unrecognized actuarial losses.

New Accounting Pronouncements

In June 2009, the FASB issued new accounting guidance which amended the consolidation guidance applicable to variable interest entities and was effective for us on January 1, 2010. The adoption of this standard did not have a material impact on our financial condition or results of operations.

In October 2009, the FASB issued amendments to the accounting and disclosure guidance for revenue recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010 (early adoption is permitted), modify the criteria for recognizing revenue in multiple element arrangements and the scope of what constitutes a non-software deliverable. This new standard is effective for us January 1, 2011. We do not expect that the adoption of this new standard will have a material impact on our results of operations or financial position.

Results of Operations

The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our business segments. Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our business segments that follows.

Consolidated Results of Operations — Consolidated results of operations were as follows:

( in thousands, except		For the years ended December 31,
per share data )		2010				Change				2009				Change				2008
Operating revenues		$	776,890				6.1	%		$	732,398				(20.8	)%		$	925,206
Employee compensation and benefits			(351,805	)			(4.1	)%			(366,805	)			(15.9	)%			(436,272	)
Programs and program licenses			(59,949	)			14.1	%			(52,530	)			8.8	%			(48,290	)
Newsprint and press supplies			(47,235	)			(11.8	)%			(53,544	)			(35.5	)%			(83,029	)
Other costs and expenses			(227,533	)			4.0	%			(218,765	)			(12.6	)%			(250,346	)
Separation and restructuring costs			(12,678	)			27.6	%			(9,935	)			(70.3	)%			(33,506	)
Depreciation and amortization of intangibles			(44,894	)			1.2	%			(44,360	)			(4.8	)%			(46,574	)
Impairment of goodwill, indefinite and long-lived assets			—								(216,413	)							(809,936	)
Gains (losses), net on disposal of property, plant and equipment			(1,218	)							444								5,809
Operating income (loss)			31,578								(229,510	)							(776,938	)
Interest expense			(3,666	)							(2,554	)							(10,740	)
Write-down of investment in newspaper partnership			—								—								(20,876	)
Losses on repurchases of debt			—								—								(26,380	)
Miscellaneous, net			1,798								749								10,454
Income (loss) from continuing operations before income taxes			29,710								(231,315	)							(824,480	)
Benefit (provision) for income taxes			(840	)							32,363								265,592
Income (loss) from continuing operations			28,870								(198,952	)							(558,888	)
Income (loss) from discontinued operations, net of tax			101,536								(10,695	)							128,988
Net income (loss)			130,406								(209,647	)							(429,900	)
Net income (loss) attributable to noncontrolling interests			(103	)							(42	)							46,690
Net income (loss) attributable to the shareholders of The E.W. Scripps Company		$	130,509							$	(209,605	)						$	(476,590	)

Continuing Operations

2010 compared with 2009

Operating results include a number of items that affect the comparisons of 2010 to 2009. The most significant of these items are as follows:

•

Restructuring costs to standardize and centralize functions in our Television and Newspaper divisions totaled $12.7 million in 2010 and $9.9 million in 2009.

•

Impairment charges to write-down the value of our Television goodwill and certain FCC licenses totaled $216 million in 2009.

The business climate improved through 2010, resulting in a moderation in the rate of decline of our newspaper advertising revenues and higher advertising rates in all of our television markets. Strong political advertising and a strong rebound in automotive advertising at our television stations also bolstered 2010 revenues.

Excluding $3.1 million in costs associated with freezing the accrual of pension benefits recorded in 2009, and the restructuring costs for 2010 and 2009, total costs and expenses declined by $2.0 million for 2010 compared with 2009.

Employee compensation and benefit costs decreased by $11.9 million compared with 2009, excluding costs associated with freezing our defined benefit pension plans. We reduced the number of employees in our newspaper and television divisions by approximately 7% in 2010 compared with 2009. Late in the first quarter of 2009, we took actions to reduce employee pay and benefits, including suspending employer matching contributions to our defined contribution plan, suspending our annual incentive plan and temporary and permanent pay reductions. We reinstated an annual incentive plan in 2010 and reinstated matching contributions to our defined contribution plan in the second half of 2010.

Programs and program licenses increased in 2010 compared with 2009 primarily due to network affiliation fees we are required to pay to ABC.

Newsprint and press supplies decreased by $6.3 million compared with 2009, primarily due to decreased newsprint costs. Newsprint costs in 2010 declined by $4.5 million as compared with 2009 due to a 12% decrease in consumption and an 11% decrease in average newsprint prices.

Other costs and expenses increased by $8.8 million in 2010 compared with 2009 mainly due to an increase in newspaper distribution costs and the restoration of marketing and promotional spending in most of our television markets. The increase in newspaper distribution costs was a result of the new circulation model which we discuss further in the newspaper section.

Interest expense in 2010 increased compared with 2009 since we are no longer capitalizing interest for the construction of our production facility in Naples.

The effective income tax rate for continuing operations was 2.9% and 14.0% for 2010 and 2009, respectively. The primary difference between the effective rate of 2.9% for 2010 and the U.S. Federal statutory rate of 35% is the impact of state taxes, the reversal of accruals of taxes and interest for uncertain tax positions and non-deductible expenses. The primary difference in the effective rate of 14.0% for 2009 and the U.S. Federal statutory rate was the write-down to the carrying value of Television goodwill which included $150 million of goodwill that was not deductible for income taxes.

2009 compared with 2008

Operating results include a number of items that affect the comparisons of 2009 to 2008. The most significant of these items are as follows:

•

Impairment charges to write-down the value of our Television goodwill and certain FCC licenses were $216 million in 2009. In 2008, we recorded a $779 million charge to reduce the carrying value of goodwill in our Newspaper division, an $11.4 million charge to reduce the carrying value of one of our FCC licenses and a $19.6 million charge to write-down the carrying value of long-lived assets, primarily a television network affiliation agreement. We also recorded a charge of $20.9 million to reduce the carrying value of our investment in our Colorado newspaper partnership.

•

We incurred $9.9 million of restructuring costs to standardize and centralize functions in our Television and Newspaper divisions in 2009. Costs associated with the distribution of SNI to shareholders totaled $33.5 million in 2008. The 2008 separation costs include a $19.6 million non-cash charge for the impact of the modification of share-based compensation awards.

•

In 2008 we redeemed our outstanding notes prior to the distribution of SNI to shareholders, incurring a $26.4 million loss.

•

In 2008 we realized $7.6 million in gains upon the sale of certain investments.

The U.S. economic recession affected operating revenues in 2009, leading to lower advertising volumes and rate weakness in all of our local markets. Our local media businesses derive much of their advertising revenues from the retail, real estate, employment and automotive categories, sectors that have been particularly weak during this recession.

Excluding $3.1 million in costs associated with freezing the accrual of pension benefits, and the separation and restructuring costs for 2009 and 2008, costs and expenses declined by $129.4 million compared with 2008.

Employee compensation and benefit costs decreased by $72.6 million compared with 2008, excluding costs associated with freezing our defined benefit pension plans. We reduced the number of employees in our newspaper and television divisions by approximately 18% compared with 2008. The reduction was due to both attrition and a fourth quarter 2008 reduction-in-force at our newspaper division. We also took actions to reduce employee pay and benefits in 2009.

Program and program licenses increased by $4.2 million compared with 2008 due primarily to higher costs for syndicated programs in certain of our markets under the terms of long-term licensing arrangements.

Newsprint and press supplies decreased by $29.5 million compared with 2008, primarily due to decreased newsprint costs. Newsprint costs declined by $23.5 million in 2009 as consumption decreased by 31% and the average price per ton decreased by 12%.

Other costs and expenses decreased in 2009 compared with 2008 due to cost reduction initiatives in response to the recession, including reductions in marketing and promotional spending.

Lower borrowings following the distribution of SNI led to the decline in interest expense. We ceased capitalization of interest upon completion of the construction of our Naples, Fla., newspaper facility in the third quarter of 2009.

The effective income tax rate was 14.0% and 32.2% for 2009 and 2008, respectively. Non-deductible charges related to the distribution of SNI and non-deductible goodwill impairment charges are the primary factors in the changes in the effective income tax rate and for the difference in the expected Federal rate of 35% compared with the actual effective rates.

Business Segment Results — As discussed in the notes to the Consolidated Financial Statements, our chief operating decision maker evaluates the operating performance of our business segments using a measure called segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.

Items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the business segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are therefore excluded from the measure. Generally our corporate executives make financing, tax structure and divestiture decisions. Excluding these items from measurement of our business segment performance enables us to evaluate business segment operating performance based upon current economic conditions and decisions made by the managers of those business segments in the current period.

Information regarding the operating performance of our business segments and a reconciliation of such information to the consolidated financial statements is as follows:

		For the years ended December 31,
(in thousands)		2010				Change				2009				Change				2008
Segment operating revenues:
Television		$	321,148				25.8	%		$	255,220				(21.9	)%		$	326,860
Newspapers			434,988				(4.4	)%			455,166				(20.0	)%			568,667
JOA and newspaper partnerships			—								—								4
Syndication and other			20,754				(5.7	)%			22,012				(15.6	)%			26,081
Corporate and shared services			—								—								3,594
Total operating revenues		$	776,890				6.1	%		$	732,398				(20.8	)%		$	925,206
Segment profit (loss):
Television		$	74,890							$	20,168				(75.0	)%		$	80,589
Newspapers			52,480				6.6	%			49,249				(31.1	)%			71,475
JOA and newspaper partnerships			—								(211	)			(70.2	)%			(707	)
Syndication and other			(2,767	)							(1,352	)			(23.1	)%			(1,759	)
Corporate and shared services			(34,235	)			25.3	%			(27,313	)			(35.3	)%			(42,207	)
Depreciation and amortization of intangibles			(44,894	)							(44,360	)							(46,574	)
Impairment of goodwill, indefinite and long-lived assets			—								(216,413	)							(809,936	)
Gains (losses), net on disposal of property, plant and equipment			(1,218	)							444								5,809
Interest expense			(3,666	)							(2,554	)							(10,740	)
Separation and restructuring costs			(12,678	)							(9,935	)							(33,506	)
Write-down of investment in newspaper partnership			—								—								(20,876	)
Loss on repurchases of debt			—								—								(26,380	)
Miscellaneous, net			1,798								962								10,332
Income (loss) from continuing operations before income taxes		$	29,710							$	(231,315	)						$	(824,480	)

Certain items required to reconcile segment profitability to consolidated results of operations determined in accordance with accounting principles generally accepted in the United States of America are attributed to particular business segments. Significant reconciling items attributable to each business segment are as follows:

		For the years ended December 31,
(in thousands)		2010				2009				2008
Depreciation and amortization:
Television		$	17,573			$	18,172			$	20,189
Newspapers			26,260				24,860				23,993
JOA and newspaper partnerships			—				—				1,219
Syndication and other			458				592				460
Corporate and shared services			603				736				713
Total		$	44,894			$	44,360			$	46,574
Gains (losses) on disposal of property, plant and equipment:
Television		$	(375	)		$	1,004			$	6,088
Newspapers			(797	)			(237	)			(91	)
JOA and newspaper partnerships			—				—				(32	)
Syndication and other			—				(24	)			—
Corporate and shared services			(46	)			(299	)			(156	)
Gains (losses) on disposal of property, plant and equipment:		$	(1,218	)		$	444			$	5,809
Impairment of goodwill, indefinite and long-lived assets		$	—			$	216,413			$	809,936
Write-down of investment in newspaper partnership		$	—			$	—			$	20,876

Television —Television includes six ABC-affiliated stations, three NBC-affiliated stations and one independent station. Our television stations reach approximately 10% of the nation’s households. Our television stations earn revenue primarily from the sale of advertising time to local and national advertisers.

National television networks offer affiliates a variety of programs and sell the majority of advertising within those programs. Through 2009 we received compensation from the networks for carrying their programming. In the fourth quarter of 2010 and first quarter of 2011 we completed the renewal of our affiliation agreements with ABC and NBC. Under the renewal with ABC and NBC we will pay for network programming and will no longer receive any network compensation. In addition to network programs, we broadcast locally produced programs, syndicated programs, sporting events, and other programs of interest in each station’s market. News is the primary focus of our locally produced programming.

The operating performance of our television group is most affected by the health of the national and local economies, particularly conditions within the automotive, services and retail categories, and by the volume of advertising time purchased by campaigns for elective office and political issues. The demand for political advertising is significantly higher in the third and fourth quarters of even-numbered years.

Operating results for television were as follows:

		For the years ended December 31,
(in thousands)		2010				Change				2009				Change				2008
Segment operating revenues:
Local		$	162,929				7.4	%		$	151,665				(15.8	)%		$	180,065
National			85,909				16.8	%			73,575				(14.7	)%			86,252
Political			48,117								5,063								41,012
Network compensation			1,152				(84.6	)%			7,464				(4.2	)%			7,792
Other			23,041				32.0	%			17,453				48.7	%			11,739
Total segment operating revenues			321,148				25.8	%			255,220				(21.9	)%			326,860
Segment costs and expenses:
Employee compensation and benefits			122,851				(1.5	)%			124,755				(5.1	)%			131,444
Programs and program licenses			59,949				14.1	%			52,530				8.8	%			48,290
Other segment costs and expenses			63,458				9.9	%			57,767				(13.2	)%			66,537
Total segment costs and expenses			246,258				4.8	%			235,052				(4.6	)%			246,271
Segment profit		$	74,890							$	20,168				(75.0	)%		$	80,589

2010 compared with 2009

Revenues

We experienced an improvement in the flow of advertising in all of our markets, and key television revenue categories have shown year-over-year growth. The rate of improvement in advertising revenues increased throughout 2010, with local and national time sales up 11% in the year, led by a 58% increase in automotive advertising. Automotive advertising revenues in 2009 were affected by the weakened financial condition of the large automotive manufacturers. Revenues in our television division also were bolstered by strong political spending in the third and fourth quarters of 2010.

Network compensation revenue decreased in 2010 compared with 2009 due to the expiration of our ABC network affiliation agreement in January 2010. Under the renewal of the long-term network affiliation agreement with ABC we no longer receive compensation revenue from ABC.

Other revenues include retransmission fees received from cable television systems and Scripps Networks Interactive as well as online advertising revenue from our web sites. The increase in other revenues is primarily due to the increase in retransmission revenue in 2010 compared with 2009.

Cost and expenses

Changes in pension costs affect year-over-year comparisons of employee compensation and benefits. Pension costs decreased by $4.9 million in 2010 due to freezing the accrual of service credits in plans covering a majority of our television employees effective July 1, 2009. Pension costs in 2009 also include $1.1 million in curtailment charges related to the benefit accrual freeze. Excluding pension costs, 2010 employee compensation and benefits increased by 3% compared with 2009. The 2009 year includes the effects of temporary pay reductions, which since have been restored, and the elimination of bonus programs, which were partially restored in 2010.

Programs and program licenses increased in 2010 primarily due to network affiliation fees we now pay under a new affiliation agreement with ABC.

Other costs and expenses increased primarily due to the cost associated with transitioning to a new national representation contract, increases in promotional spending during 2010 and additional spending to support our digital platforms. These increases were partially offset by lower bad debt expense.

2009 compared with 2008

Revenues

The decrease in the local and national revenues in 2009 was largely attributable to reduced spending by advertisers in the automotive, financial services and retail categories. There was only minor political spending in 2009, compared with 2008.

Other revenues increased in 2009 compared with 2008 due equally to retransmission fees received from cable television systems and Scripps Networks Interactive as well as online advertising revenue from our web sites.

Cost and expenses

Changes in pension costs affect 2009 to 2008 year-over-year comparisons of employee compensation and benefits. Pension costs increased by $0.7 million for 2009. Pension costs for 2009 include $1.1 million in curtailment charges related to the benefit accrual freeze in plans covering a majority of our television employees. Excluding pension costs, employee compensation and benefits decreased by 6% in 2009. During 2009, we eliminated bonuses and reduced employee pay, including temporary pay reductions for certain exempt employees of up to 5% during the second and third quarters.

The cost of programs and program licenses increased due primarily to higher costs for syndicated programs in certain of our markets under the terms of long-term licensing arrangements.