Amendment #1 to Form 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q/A

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

OR

 

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

For the transition period from              to             

Commission File Number 0-16914

 


THE E. W. SCRIPPS COMPANY

(Exact name of registrant as specified in its charter)

 


 

Ohio   31-1223339

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

312 Walnut Street

Cincinnati, Ohio

  45202
(Address of principal executive offices)   (Zip Code)

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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

 


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 and 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   x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of April 30, 2006 there were 126,966,958 of the Registrant’s Class A Common Shares outstanding and 36,568,226 of the Registrant’s Common Voting Shares outstanding.

 



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EXPLANATORY NOTE

This Amendment Number 1 on Form 10-Q for the quarter ended March 31, 2006, as originally filed with the SEC on May 10, 2006, is being filed to revise Part II—Item 6. Exhibits to include the uSwitch acquisition agreements that were inadvertently omitted from the From 10-Q as originally filed. The registrant has also included herewith Exhibits 31(a), 31(b), 32(a), and 32(b) as required by the filing of this amendment. This Amendment No. 1 continues to speak as of the date of the original filing and the registrant has not updated the disclosure contained herein to reflect events that have occurred since the date of the original filing. Accordingly, aside from the additional exhibit documents included in this amendment, no other portion of the report on Form 10-Q as originally filed is being modified by this amendment.

INDEX TO THE E. W. SCRIPPS COMPANY

REPORT ON FORM 10-Q FOR THE QUARTER ENDED March 31, 2006

 

Item No.

        Page
   PART I - FINANCIAL INFORMATION   

1

   Financial Statements    3

2

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    3

3

   Quantitative and Qualitative Disclosures About Market Risk    3

4

   Controls and Procedures    3
   PART II - OTHER INFORMATION   

1

   Legal Proceedings    3

1A.

   Risk Factors    3

2

   Unregistered Sales of Equity and Use of Proceeds    4

3

   Defaults Upon Senior Securities    4

4

   Submission of Matters to a Vote of Security Holders    4

5

   Other Information    4

6

   Exhibits    4
   Signatures    5

 

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PART I

As used in this Quarterly Report on Form 10-Q, the terms “we,” “our,” “us” or “Scripps” 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.

ITEM 1. FINANCIAL STATEMENTS

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

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

PART II

ITEM 1. LEGAL PROCEEDINGS

We are involved in litigation arising in the ordinary course of business, such as defamation actions, employment and employee relations and various governmental and administrative proceedings, none of which is expected to result in material loss.

ITEM 1A. RISK FACTORS

There have been no material changes to the factors disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2005.

 

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ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

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

The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended March 31, 2006:

 

Period

   Total
Number of
Shares
Purchased
   Average
Price Paid
per Share
  

Total Number

of Shares Purchased
as Part of Publicly
Announced Plans

or Programs

   Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans
Or Programs

1/1/06 - 1/31/06

   126,000    $ 49.26    126,000    4,124,000

2/1/06 - 2/28/06

   133,000    $ 49.18    133,000    3,991,000

3/1/06 - 3/31/06

   161,000    $ 46.35    161,000    3,830,000
                     

Total

   420,000    $ 48.12    420,000    3,830,000
                     

Under a share repurchase program authorized by the Board of Directors on October 28, 2004, we are authorized to repurchase up to 5.0 million Class A Common Shares. There is no expiration date for the program and we are under no commitment or obligation to repurchase any particular amount of Class A Common Shares under the program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the quarter for which this report is filed.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the quarter for which this report is filed.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

The information required by this item is filed as part of this Form 10-Q. See Index to Exhibits at page E-1 of this Form 10-Q.

 

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  THE E. W. SCRIPPS COMPANY
Dated: September 1, 2006   BY:  

/s/ Joseph G. NeCastro

    Joseph G. NeCastro
    Executive Vice President and Chief Financial Officer

 

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THE E. W. SCRIPPS COMPANY

Index to Financial Information

 

Item

   Page

Condensed Consolidated Balance Sheets

   F-2

Condensed Consolidated Statements of Income

   F-4

Condensed Consolidated Statements of Cash Flows

   F-5

Condensed Consolidated Statements of Comprehensive Income and Shareholders’ Equity

   F-6

Condensed Notes to Consolidated Financial Statements

   F-7

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

  

Forward-Looking Statements

   F-30

Executive Overview

   F-30

Critical Accounting Policies and Estimates

   F-31

Results of Operations

  

Consolidated Results of Operations

   F-32

Business Segment Results

   F-34

Scripps Networks

   F-37

Newspapers

   F-40

Broadcast Television

   F-43

Interactive Media

   F-45

Liquidity and Capital Resources

   F-46

Quantitative and Qualitative Disclosures About Market Risk

   F-47

Controls and Procedures

   F-48

 

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CONDENSED CONSOLIDATED BALANCE SHEETS

 

(in thousands)

  

March 31,
2006

(Unaudited)

  

As of

December 31,
2005

  

March 31,
2005

(Unaudited)

ASSETS

        

Current assets:

        

Cash and cash equivalents

   $ 32,771    $ 19,243    $ 23,170

Short-term investments

     23,318      12,800      4,269

Accounts and notes receivable (less allowances - $8,600, $8,702, $10,605)

     454,459      466,224      362,658

Programs and program licenses

     183,013      172,879      143,786

Inventories

     11,218      11,725      10,256

Deferred income taxes

     31,804      32,249      17,874

Assets of discontinued operations

     259,987      259,254      370,322

Miscellaneous

     23,558      21,656      16,781
                    

Total current assets

     1,020,128      996,030      949,116
                    

Investments

     234,994      210,021      230,496
                    

Property, plant and equipment

     475,506      490,891      456,364
                    

Goodwill and other intangible assets:

        

Goodwill

     1,918,784      1,647,794      1,257,598

Other intangible assets

     332,055      227,585      86,731
                    

Total goodwill and other intangible assets

     2,250,839      1,875,379      1,344,329
                    

Other assets:

        

Programs and program licenses (less current portion)

     176,431      169,624      165,050

Unamortized network distribution incentives

     168,502      172,271      188,382

Prepaid pension

     60,992      66,153      28,223

Miscellaneous

     48,201      52,259      38,932
                    

Total other assets

     454,126      460,307      420,587
                    

TOTAL ASSETS

   $ 4,435,593    $ 4,032,628    $ 3,400,892
                    

See notes to condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED BALANCE SHEETS

 

(in thousands, except share data)

  

March 31,
2006

(Unaudited)

    As of
December 31,
2005
   

March 31,
2005

(Unaudited)

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities:

      

Current portion of long-term debt

   $ 40,462      

Accounts payable

     68,715     $ 62,107     $ 70,308  

Customer deposits and unearned revenue

     51,007       45,797       44,703  

Accrued liabilities:

      

Employee compensation and benefits

     50,608       72,543       44,871  

Network distribution incentives

     8,343       8,871       36,561  

Accrued income taxes

     39,804       4,705       36,741  

Miscellaneous

     80,382       82,886       61,743  

Liabilities of discontinued operations

     77,854       83,102       90,141  

Other current liabilities

     52,471       28,954       24,673  
                        

Total current liabilities

     469,646       388,965       409,741  
                        

Deferred income taxes

     349,829       318,020       210,729  
                        

Long-term debt (less current portion)

     1,048,483       825,775       453,137  
                        

Other liabilities (less current portion)

     121,905       121,528       84,623  
                        

Minority interests

     103,060       91,261       84,601  
                        

Shareholders’ equity:

      

Preferred stock, $.01 par - authorized: 25,000,000 shares; none outstanding

      

Common stock, $.01 par:

      

Class A - authorized: 240,000,000 shares; issued and outstanding: 127,085,500, 126,994,386; and 126,735,127 shares

     1,271       1,270       1,267  

Voting - authorized: 60,000,000 shares; issued and outstanding: 36,568,226, 36,668,226 and 36,668,226 shares

     366       367       367  
                        

Total

     1,637       1,637       1,634  

Additional paid-in capital

     386,802       363,416       328,991  

Stock compensation:

      

Performance awards and restricted stock units

       4,828       1,643  

Unvested restricted stock awards

       (1,634 )     (3,329 )

Retained earnings

     1,968,890       1,930,994       1,840,906  

Accumulated other comprehensive income (loss), net of income taxes:

      

Unrealized gains on securities available for sale

     4,069       4,906       5,491  

Pension liability adjustments

     (18,550 )     (18,550 )     (18,495 )

Foreign currency translation adjustment

     (178 )     1,482       1,220  
                        

Total shareholders’ equity

     2,342,670       2,287,079       2,158,061  
                        

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 4,435,593     $ 4,032,628     $ 3,400,892  
                        

See notes to condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

     Three months ended
March 31,
 

(in thousands, except per share data)

   2006     2005  

Operating Revenues:

    

Advertising

   $ 418,758     $ 374,056  

Referral fees

     58,153    

Network affiliate fees, net

     48,286       41,975  

Circulation

     32,534       33,789  

Licensing

     18,930       21,108  

Other

     13,068       11,975  
                

Total operating revenues

     589,729       482,903  
                

Costs and Expenses:

    

Employee compensation and benefits (exclusive of JOA editorial compensation costs)

     161,729       137,030  

Marketing and advertising

     58,321       27,107  

Programs and program licenses

     55,478       54,175  

Newsprint and ink

     23,474       20,819  

JOA editorial costs and expenses

     9,213       8,997  

Other costs and expenses

     114,022       99,566  
                

Total costs and expenses

     422,237       347,694  
                

Depreciation, Amortization, and Losses (Gains):

    

Depreciation

     17,254       14,007  

Amortization of intangible assets

     8,094       1,296  

Gain on formation of Colorado newspaper partnership

     (3,535 )  

Losses (gains) on disposal of property, plant and equipment

     96       49  
                

Net depreciation, amortization and losses (gains)

     21,909       15,352  
                

Operating income

     145,583       119,857  

Interest expense

     (12,153 )     (7,372 )

Equity in earnings of JOAs and other joint ventures

     11,370       18,157  

Interest and dividend income

     542       208  

Miscellaneous, net

     1,037       333  
                

Income from continuing operations before income taxes and minority interests

     146,379       131,183  

Provision for income taxes

     50,548       46,916  
                

Income from continuing operations before minority interests

     95,831       84,267  

Minority interests

     14,349       11,335  
                

Income from continuing operations

     81,482       72,932  

Income (loss) from discontinued operations, net of tax

     (6,417 )     (2,921 )
                

Net income

   $ 75,065     $ 70,011  
                

Net income (loss) per basic share of common stock:

    

Income from continuing operations

   $ .50     $ .45  

Income (loss) from discontinued operations

     (.04 )     (.02 )
                

Net income per basic share of common stock

   $ .46     $ .43  
                

Net income (loss) per diluted share of common stock:

    

Income from continuing operations

   $ .49     $ .44  

Income (loss) from discontinued operations

     (.04 )     (.02 )
                

Net income per diluted share of common stock

   $ .45     $ .42  
                

See notes to condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     Three months ended
March 31,
 

(in thousands)

   2006     2005  

Cash Flows from Operating Activities:

    

Income from continuing operations

   $ 81,482     $ 72,932  

Adjustments to reconcile income from continuing operations to net cash flows from operating activities:

    

Depreciation and amortization

     25,348       15,303  

Gain on formation of Colorado newspaper partnership

     (3,535 )  

Deferred income taxes

     152       (3,444 )

Excess tax benefits of stock compensation plans

       1,486  

Dividends received greater (less) than equity in earnings of JOAs and other joint ventures

     6,428       (1,087 )

Stock and deferred compensation plans

     12,855       3,886  

Minority interests in income of subsidiary companies

     14,349       11,335  

Affiliate fees billed greater than amounts recognized as revenue

     3,802       4,283  

Network launch incentive payments

     (1,440 )     (5,079 )

Payments for programming less (greater) than program cost amortization

     (20,944 )     (3,815 )

Prepaid and accrued pension expense

     5,161       3,956  

Other changes in certain working capital accounts, net

     34,862       24,196  

Miscellaneous, net

     2,384       967  
                

Net cash provided by continuing operating activities

     160,904       124,919  

Net cash provided by (used in) discontinued operating activities

     (10,008 )     (8,747 )
                

Net operating activities

     150,896       116,172  
                

Cash Flows from Investing Activities:

    

Purchase of subsidiary companies and long-term investments

     (374,535 )     (565 )

Proceeds from formation of Colorado newspaper partnership, net of transaction costs

     20,029    

Additions to property, plant and equipment

     (10,273 )     (7,110 )

Decrease (increase) in short-term investments

     (10,518 )     4,368  

Sale of long-term investments

     1,138       2,071  

Miscellaneous, net

     914       (45 )
                

Net cash provided by (used in) continuing investing activities

     (373,245 )     (1,281 )

Net cash provided by (used in) discontinued investing activities

     (2,390 )     (1,299 )
                

Net investing activities

     (375,635 )     (2,580 )
                

Cash Flows from Financing Activities:

    

Increase in long-term debt

     263,379    

Payments on long-term debt

     (24 )     (78,758 )

Dividends paid

     (18,010 )     (16,326 )

Dividends paid to minority interests

     (335 )     (363 )

Repurchase Class A Common shares

     (19,280 )  

Proceeds from employee stock options

     7,774       6,780  

Excess tax benefits of stock compensation plans

     2,753    

Miscellaneous, net

     2,010       (14,169 )
                

Net cash provided by (used in) continuing financing activities

     238,267       (102,836 )

Net cash provided by discontinued financing activities

       135  
                

Net financing activities

     238,267       (102,701 )
                

Increase in cash and cash equivalents

     13,528       10,891  

Cash and cash equivalents:

    

Beginning of year

     19,243       12,279  
                

End of period

   $ 32,771     $ 23,170  
                

Supplemental Cash Flow Disclosures:

    

Interest paid, excluding amounts capitalized

   $ 11,102     $ 7,718  
                

Income taxes paid continuing operations

   $ 9,157     $ 17,904  

Income taxes paid (refunds received) discontinued operations

     (623 )     (1,918 )
                

Total income taxes paid

   $ 8,534     $ 15,986  
                

See notes to condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

AND SHAREHOLDERS’ EQUITY (UNAUDITED)

 

(in thousands, except share data)

   Common
Stock
    Additional
Paid-in
Capital
    Stock
Compensation
    Retained
Earnings
   

Accumulated
Other
Comprehensive

Income (Loss)

    Total
Shareholders’
Equity
 

As of December 31, 2004

   $ 1,632     $ 320,359     $ (4,090 )   $ 1,787,221     $ (9,001 )   $ 2,096,121  

Comprehensive income:

            

Net income

           70,011         70,011  
                        

Unrealized gains (losses), net of tax of $1,651

             (3,064 )     (3,064 )

Adjustment for losses (gains) in income, net of tax of ($347)

             643       643  
                        

Change in unrealized gains (losses)

             (2,421 )     (2,421 )

Currency translation, net of tax of $32

             (362 )     (362 )
                        

Total

           70,011       (2,783 )     67,228  

Dividends: declared and paid - $.10 per share

           (16,326 )       (16,326 )

Compensation plans, net: 251,201 shares issued; 35,406 shares repurchased; 2,500 shares forfeited

     2       7,146       2,404           9,552  

Tax benefits of compensation plans

       1,486             1,486  
                                                

As of March 31, 2005

   $ 1,634     $ 328,991     $ (1,686 )   $ 1,840,906     $ (11,784 )   $ 2,158,061  
                                                

As of December 31, 2005

   $ 1,637     $ 363,416     $ 3,194     $ 1,930,994     $ (12,162 )   $ 2,287,079  

Comprehensive income:

            

Net income

           75,065         75,065  
                        

Unrealized gains (losses), net of tax of $444

             (826 )     (826 )

Adjustment for losses (gains) in income, net of tax of $6

             (11 )     (11 )
                        

Change in unrealized gains (losses)

             (837 )     (837 )

Currency translation, net of tax of $20

             (1,660 )     (1,660 )
                        

Total

           75,065       (2,497 )     72,568  

Adoption of FAS 123-R

       3,194       (3,194 )      

Dividends: declared and paid - $.11 per share

           (18,010 )       (18,010 )

Convert 100,000 voting shares to Class A shares

            

Repurchase 420,000 Class A Common shares

     (4 )     (1,057 )       (19,159 )       (20,220 )

Compensation plans, net: 470,753 shares issued; 57,323 shares repurchased; 2,316 shares forfeited

     4       18,496             18,500  

Tax benefits of compensation plans

       2,753             2,753  
                                                

As of March 31, 2006

   $ 1,637     $ 386,802       $ 1,968,890     $ (14,659 )   $ 2,342,670  
                                                

See notes to condensed consolidated financial statements.

 

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Aside from information disclosed in this form 10-Q, the information disclosed in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2005, has not changed materially. Financial information as of December 31, 2005, included in these financial statements has been derived from the audited consolidated financial statements included in that report. In management’s opinion all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.

Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year.

Nature of Operations - We are a diverse media concern with interests in national television networks, newspaper publishing, broadcast television, interactive media, and licensing and syndication. All of our media businesses provide content and advertising services via the Internet. Our media businesses are organized into the following reportable business segments: Scripps Networks, Newspapers, Broadcast television, and Interactive media.

Scripps Networks includes five national television networks, Home & Garden Television (“HGTV”), Food Network, DIY Network (“DIY”), Fine Living and Great American Country (“GAC”); our online network HGTVPro.com; Scripps Network branded broadband channels; and our 12% interest in FOX Sports Net South, a regional television network. Our networks also operate internationally through licensing agreements and joint ventures with foreign entities. We own approximately 70% of Food Network and approximately 90% of Fine Living. Each of our networks is distributed by cable and satellite television systems. Scripps Networks earns revenue primarily from the sale of advertising time and from affiliate fees from cable and satellite television systems.

Our newspaper business segment includes daily and community newspapers in 18 markets in the U.S. Three of our newspapers are operated pursuant to the terms of joint operating agreements (See Note 7). Each of those newspapers maintains an independent editorial operation and receives a share of the operating profits of the combined newspaper operations. Newspapers earn revenue primarily from the sale of advertising space to local and national advertisers and from the sale of newspapers to readers.

Broadcast television includes six ABC-affiliated stations, three NBC-affiliated stations and one independent. Each station is located in one of the 61 largest television markets in the U.S. Broadcast television stations earn revenue primarily from the sale of advertising time to local and national advertisers.

Interactive media includes our online comparison shopping services, Shopzilla and uSwitch. Shopzilla, acquired on June 27, 2005, operates a product comparison shopping service that helps consumers find products offered for sale on the Web by online retailers. Shopzilla aggregates and organizes information on millions of products from thousands of retailers. Shopzilla also operates BizRate, a Web-based consumer feedback network which collects millions of consumer reviews of stores and products each year. We acquired uSwitch on March 16, 2006. uSwitch operates an online comparison service that helps consumers compare prices and arrange for the purchase of a range of essential home services including gas, electricity, home phone, broadband providers and personal finance products in the United Kingdom. Our interactive media businesses earn revenue primarily from referral fees and commissions paid by participating online retailers and service providers.

Financial information for our business segments is presented in Note 17. Licensing and other media aggregates our operating segments that are too small to report separately, and primarily includes syndication and licensing of news features and comics.

Our operations are geographically dispersed and we have a diverse customer base. We believe bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on our financial position. Approximately 70% of our operating revenues are derived from advertising. Operating results can be affected by changes in the demand for advertising both nationally and in individual markets.

The six largest cable television systems and the two largest satellite television systems provide service to more than 95% of homes receiving HGTV and Food Network. The loss of distribution by any of these cable and satellite television systems could adversely affect our business. While no assurance can be given regarding renewal of our distribution contracts, we have not lost carriage upon the expiration of our distribution contracts with any of these cable and satellite television systems.

 

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One customer accounts for approximately 30% of Interactive Media’s annual operating revenues. Our Interactive Media business could be adversely affected upon the loss of this customer.

Use of Estimates - The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions 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.

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plans; the recognition of certain revenues; rebates due to customers; the periods over which long-lived assets are depreciated or amortized; the fair value of such long-lived assets; income taxes payable; estimates for uncollectible accounts receivable; and self-insured risks.

While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.

Revenue Recognition - Our primary sources of revenue are from:

 

    The sale of advertising space, advertising time and internet advertising

 

    Referral fees paid by participating online retailers and service providers

 

    Subscriber fees paid by cable and satellite televisions systems for our programming services (“network affiliate fees”)

 

    The sale of newspapers to distributors and to individual subscribers

 

    Royalties from licensing copyrighted characters

The revenue recognition policies for each source of revenue are described in our annual report on Form 10-K for the year ended December 31, 2005.

Newspaper Joint Operating Agreements (“JOA”) - We include our share of JOA earnings in “Equity in earnings of JOAs and other joint ventures” in our Consolidated Statements of Income. The related editorial costs and expenses are included in “JOA editorial costs and expenses.” Our residual interest in the net assets of the Denver and Albuquerque JOAs is classified as an investment in the Consolidated Balance Sheets. We do not have a residual interest in the net assets of the Cincinnati JOA.

 

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Stock-Based Compensation – We have a stock-based compensation plan, which is described more fully in Note 18 to this Form 10-Q.

Effective January 1, 2006, we adopted Financial Accounting Standard No. 123-R - Share Based Payment (“FAS 123-R”). In accordance with FAS 123-R, share based compensation is based on the grant-date fair value of the award. Compensation costs, net of estimated forfeitures, are recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting period. However, under the provisions of our plan, awards generally vest upon retirement. As a result, grants to retiree-eligible employees are generally expensed immediately upon grant.

Prior to fiscal 2006, we applied the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” in accounting for stock-based compensation. Under APB 25 we recognized compensation costs equal to the intrinsic value of the award on the date of grant over the vesting period, including grants to retiree-eligible employees. Any unrecognized compensation expense was recognized upon retirement of the employee. Compensation expense included in our financial statements and in our pro forma disclosures was attributed to each period based upon how each tranche of an award vested.

We adopted FAS 123-R using the modified prospective application method. Under this transition method we will apply the provisions of FAS 123-R to new and modified awards after the date of adoption and to the unvested portion of awards outstanding as of January 1, 2006. Prior period reported amounts have not been restated to apply the provisions of FAS 123-R. The effect of applying the standard to periods prior to adoption will continue to be disclosed on a pro forma basis only.

Prior to the adoption of FAS 123-R, tax benefits of stock compensation were presented as operating in the statement of cash flows. Upon the adoption of FAS 123-R, tax benefits related to stock compensation expensed in our statement of income is presented as operating cash flows, while tax benefits resulting from tax deductions in excess of the compensation recognized in our statements of income are classified as financing cash flows. In addition, prior to adoption of FAS 123-R, shareholders’ equity was increased by the intrinsic value of the award on the date of grant. The unvested portion of the award as of each balance sheet date was presented as a reduction in stockholders’ equity as of that date. Upon adoption of FAS 123-R, stockholders’ equity is increased as the fair value of the award is recognized as compensation expense in our statements of income.

Options to purchase Class A Common shares are granted with exercise prices equal to or greater than the fair value of the underlying stock at the date of grant. Options generally vest over a three year period, conditioned upon the individual’s continued employment through that period.

Performance awards represent the right to receive a grant of restricted shares if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less or more than the target number of shares depending on the extent to which the specified performance measures are met or exceeded. We estimate total compensation expense based upon the number of shares that we expect to be issued and the fair value of the underlying shares at the date of grant. The awards generally vest over a three year period from the date of grant of the performance award.

Awards of Class A Common shares (“restricted stock”) and restricted stock units (“RSU”) generally require no payment by the employee. Restricted stock and RSUs generally vest over a one to three-year incentive period conditioned upon the individual’s continued employment through that period. The vesting of certain awards may be accelerated if certain financial targets are met. If it is expected those targets will be met, the awards are amortized over the accelerated vesting period.

 

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Net Income Per Share - The following table presents information about basic and diluted weighted-average shares outstanding:

 

     

Three months

ended

March 31,

(in thousands)

   2006    2005

Basic weighted-average shares outstanding

   163,434    162,893

Effect of dilutive securities:

     

Unvested restricted stock held by employees

   219    277

Stock options held by employees and directors

   1,589    1,925
         

Diluted weighted-average shares outstanding

   165,242    165,095
         

Stock options to purchase 5,276,547 common shares were anti-dilutive as of March 31, 2006 and are therefore not included in the computation of diluted weighted-average shares outstanding.

2. ACCOUNTING CHANGES AND RECENTLY ISSUED ACCOUNTING STANDARDS

Aside from the impacts of adopting FAS 123-R that are discussed in Note 1, there have been no material changes to the recent pronouncements as previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

3. ACQUISITIONS

 

2006 - On March 16, 2006, we acquired 100% of the common stock of uSwitch Ltd. for approximately $382 million in cash. Assets acquired in the transaction included approximately $10.9 million of cash. The acquisition, financed using a combination of cash on hand and borrowing on both existing and new credit facilities, enables us to further capitalize on the increasing use and profitability of specialized internet search and to extend the reach of our Interactive Media businesses into essential home services and international markets.

 

   In the first quarter of 2006, we acquired an additional 4% interest in our Memphis newspaper and 2% interest in our Evansville newspaper for total consideration of $22.2 million, of which $2.9 million of the consideration was paid in the first quarter. We also acquired a newspaper publication for total consideration of $0.7 million.

 

2005 - On June 27, 2005, we acquired 100% ownership of Shopzilla for approximately $570 million in cash. Assets acquired in the transaction included approximately $34.0 million of cash and $12.3 million of short-term investments. The acquisition was financed using a combination of cash on hand and additional borrowings. The acquisition enabled us to capitalize on the rapid growth and rising profitability of specialized Internet search businesses and expand our electronic media platform.

 

   In the third quarter and fourth quarter of 2005, we acquired newspapers and other publications in areas contiguous to our existing newspaper markets. Cash consideration paid for these transactions totaled $8.5 million.

 

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The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the dates of acquisition. The allocation of the purchase price to the assets and liabilities of the uSwitch acquisition is based upon preliminary appraisals and estimates and is therefore subject to change.

 

     2006    2005  

(in thousands)

   uSwitch     Newspapers    Shopzilla     Newspapers  

Short-term investments

        $ 12,279    

Accounts receivable

   $ 9,441          12,670     $ 454  

Current assets

     583          8,046       93  

Property, plant and equipment

     5,367          25,728       268  

Amortizable intangible assets

     108,091     $ 7,413      142,400       1,840  

Goodwill

     284,887       13,236      401,492       5,851  

Other assets

          138    

Net operating loss carryforwards

          23,499    
                               

Total assets acquired

     408,369       20,649      626,252       8,506  

Current liabilities

     (6,137 )        (24,195 )     (47 )

Deferred income taxes

     (31,531 )        (66,271 )  

Other long-term obligations

          (719 )  

Minority interest

       2,215        10  
                               

Net purchase price

   $ 370,701     $ 22,864    $ 535,067     $ 8,469  
                               

Pro forma results of operations of Scripps, assuming the uSwitch and Shopzilla acquisitions had taken place at the beginning of each respective period, are included in the following table. The pro forma information includes adjustments for interest expense that would have been incurred to finance the acquisition, additional depreciation and amortization of the assets acquired and excludes transaction related expenses incurred by the acquired companies. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisitions been completed at the beginning of the period. Pro forma results are not presented for the other acquisitions completed during 2005 and 2006 because the combined results of operations would not be significantly different from reported amounts.

 

      Three months ended
March 31,

(in thousands, except per share data)

   2006    2005

Operating revenues

   $ 599,995    $ 516,347

Income from continuing operations

     77,903      63,892

Income from continuing operations per share of common stock:

     

Basic

   $ .48    $ .39

Diluted

     .47      .39
             

 

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4. DISCONTINUED OPERATIONS

During the first quarter of 2006, the board of directors authorized management to pursue the sale of our Shop At Home business segment. The Shop At Home business segment is classified as held for sale in accordance with the provisions of FAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

In the third quarter of 2005, we reached an agreement with Advance Publications, Inc., the publisher of the Birmingham News (“News”), to terminate the Birmingham joint operating agreement between the News and our Birmingham Post-Herald newspaper. During the third quarter of 2005, we also ceased publication of our Birmingham Post-Herald newspaper and sold certain assets to the News.

In accordance with the provisions of FAS 144 the results of businesses held for sale or that have ceased operations are presented as discontinued operations within our results of operations. Accordingly, these businesses have also been excluded from segment results for all periods presented.

Operating results of our discontinued operations were as follows:

 

      Three months ended
March 31,
 

(in thousands)

   2006     2005  

Operating revenues:

    

Shop At Home

   $ 84,390     $ 102,144  

Birmingham-Post Herald

       14  
                

Total

   $ 84,390     $ 102,158  
                

Share of earnings of JOA

     $ 1,583  
          

Income (loss) from discontinued operations, before tax:

    

Shop At Home

   $ (10,037 )   $ (5,400 )

Birmingham-Post Herald

     (2 )     960  
                

Total

     (10,039 )     (4,440 )

Income taxes (benefit)

     (3,622 )     (1,519 )
                

Income (loss) from discontinued operations

   $ (6,417 )   $ (2,921 )
                

Assets and liabilities of our discontinued operations consisted of the following:

 

(in thousands)

   March 31,
2006
   As of
December 31,
2005
   March 31,
2005

Assets:

        

Accounts receivable

   $ 26,205    $ 26,851    $ 41,620

Inventories

     31,754      31,592      25,322

Property, plant and equipment

     36,789      35,330      33,159

Goodwill

           101,438

Intangible assets

     163,600      163,600      167,351

Other assets

     1,639      1,881      1,432
                    

Assets of discontinued operations

   $ 259,987    $ 259,254    $ 370,322
                    

Liabilities:

        

Accounts payable

   $ 29,988    $ 30,056    $ 27,754

Customer deposits and unearned income

     5,697      7,724      8,798

Accrued employee compensation and benefits

     3,136      2,587      2,784

Deferred income taxes

     37,539      40,178      48,986

Other liabilities

     1,494      2,557      1,819
                    

Liabilities of discontinued operations

   $ 77,854    $ 83,102    $ 90,141
                    

 

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5. GAIN ON FORMATION OF COLORADO NEWSPAPER PARTNERSHIP AND OTHER ITEMS

Gain on formation of Colorado newspaper partnership - In February of 2006, we completed the formation of a newspaper partnership with MediaNews Group, Inc. (“MediaNews”) that will operate certain of both companies’ newspapers in Colorado. We contributed the assets of our Boulder Daily Camera, Colorado Daily and Bloomfield Enterprise newspapers for a 50% interest in the partnership. MediaNews contributed the assets of publications they operate in Colorado. In addition, MediaNews also paid us cash consideration of $20.4 million. We recognized a pre-tax gain of $3.5 million in the first quarter of 2006 upon completion of the transaction. Net income was increased by $2.1 million.

Denver newspaper production facilities - In the third quarter of 2005, the management committee of the Denver Newspaper Agency (“DNA”) approved plans to consolidate DNA’s newspaper production facilities. As a result, assets used in certain of the existing facilities will be retired earlier than previously estimated. The reduction in these assets’ estimated useful lives increased DNA’s depreciation expense. The increased depreciation resulted in a $3.2 million decrease in our equity in earnings from JOAs in the first quarter of 2006. Net income was decreased by $2.0 million. The increased depreciation is expected to decrease equity in earnings from JOAs approximately $3.0 million in each remaining quarter until the second quarter of 2007.

 

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6. INCOME TAXES

We file a consolidated federal income tax return and separate state income tax returns for each subsidiary company. Included in our federal and state income tax returns is our proportionate share of the taxable income or loss of partnerships and incorporated limited liability companies that have elected to be treated as partnerships for tax purposes (“pass-through entities”). Our financial statements do not include any provision (benefit) for income taxes on the income (loss) of pass-through entities attributed to the non-controlling interests.

Food Network is operated under the terms of a general partnership agreement. Fine Living is a limited liability company (“LLC”) and is treated as a partnership for tax purposes. As a result, federal and state income taxes for these pass-through entities accrue to the individual partners.

Consolidated income before income tax consisted of the following:

 

      Three months ended
March 31,

(in thousands)

   2006    2005

Income allocated to Scripps

   $ 132,358    $ 120,465

Income of pass-through entities allocated to non-controlling interests

     14,021      10,718
             

Income from continuing operations before income taxes and minority interest

   $ 146,379    $ 131,183
             

The income tax provision for interim periods is determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate for the full year period we must estimate both the total income before income tax for the full year and the jurisdictions in which that income is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income before income tax is greater or less than what was estimated or if the allocation of income to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income before income tax for the full year and the jurisdictions in which we expect that income will be taxed.

Information regarding our expected effective income tax rate from continuing operations for the full year of 2006 and the actual effective income tax rate from continuing operations for the full year of 2005 is as follows:

 

     2006     2005  

Statutory rate

   35.0 %   35.0 %

Effect of:

    

State and local income taxes, net of federal income tax benefit

   3.3     3.6  

Income of pass-through entities allocated to non-controlling interests

   (3.5 )   (3.1 )

Section 199 - Production Activities Deduction

   (0.6 )   (0.4 )

Miscellaneous

   0.2     0.3  
            

Effective income tax rate

   34.4 %   35.4 %
            

 

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7. JOINT OPERATING AGREEMENTS AND NEWSPAPER PARTNERSHIPS

Three of our newspapers are operated pursuant to the terms of joint operating agreements (“JOAs”). The Newspaper Preservation Act of 1970 provides a limited exemption from anti-trust laws, permitting competing newspapers in a market to combine their sales, production and business operations in order to reduce aggregate expenses and take advantage of economies of scale, thereby allowing the continuing operation of both newspapers in that market. Each newspaper in a JOA maintains a separate and independent editorial operation.

The table below provides certain information about our JOAs.

 

Newspaper

   Publisher of Other Newspaper    Year JOA
Entered Into
   Year of JOA
Expiration

The Albuquerque Tribune

   Journal Publishing Company    1933    2022

The Cincinnati Post

   Gannett Newspapers    1977    2007

Denver Rocky Mountain News

   MediaNews Group, Inc.    2001    2051

The JOAs generally provide for renewals unless an advance termination notice ranging from two to five years is given to either party. Gannett Newspapers has notified us of its intent to terminate the Cincinnati JOA upon its expiration in 2007.

The combined sales, production and business operations of the newspapers are either jointly managed or are solely managed by one of the newspapers. The sales, production and business operations of the Denver newspapers are operated by the Denver Newspaper Agency, a limited liability partnership (the “Denver JOA”). Each newspaper owns 50% of the Denver JOA and shares management of the combined newspaper operations. We have no management responsibilities for the combined operations of the other two JOAs.

The operating profits earned from the combined operations of the two newspapers are distributed to the partners in accordance with the terms of the joint operating agreement. We receive a 50% share of the Denver JOA profits, a 40% share of the Albuquerque JOA profits, and approximately 20% to 25% of the Cincinnati JOA profits.

In February of 2006, we formed a newspaper partnership with MediaNews Group, Inc. (“MediaNews”) that will operate certain of both companies’ newspapers in Colorado, including their editorial operations. We have a 50% interest in the partnership.

Our share of the operating profit (loss) of JOAs and newspaper partnerships are reported as “Equity in earnings of JOAs and other joint ventures” in our financial statements.

 

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8. INVESTMENTS

Investments consisted of the following:

 

(in thousands, except share data)

   March 31,
2006
   As of
December 31,
2005
   March 31,
2005

Securities available for sale (at market value):

        

Time Warner (common shares - 2006, 2,011,000; 2005, 2,017,000)

   $ 33,768    $ 35,173    $ 35,395

Other available-for-sale securities

     1,944      1,806      4,394
                    

Total available-for-sale securities

     35,712      36,979      39,789

Denver JOA

     135,683      142,633      164,854

Colorado newspaper partnership

     32,136      

FOX Sports Net South and other joint ventures

     24,137      24,983      18,998

Other equity securities

     7,326      5,426      6,855
                    

Total investments

   $ 234,994    $ 210,021    $ 230,496
                    

Unrealized gains (losses) on securities available for sale

   $ 5,964    $ 7,251    $ 8,446
                    

Investments available for sale represent securities of publicly-traded companies. Investments available for sale are recorded at fair value based upon the closing price of the security on the reporting date. As of March 31, 2006, there were no significant unrealized losses on our available-for-sale securities.

Other equity securities include securities that do not trade in public markets, so they do not have readily determinable fair values. We estimate the fair values of the other securities approximate their carrying values at March 31, 2006. There can be no assurance we would realize the carrying values of these securities upon their sale.

9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

 

(in thousands)

   March 31,
2006
   As of
December 31,
2005
   March 31,
2005

Land and improvements

   $ 54,496    $ 57,383    $ 56,909

Buildings and improvements

     251,595      258,350      249,200

Equipment

     684,554      687,379      625,663
                    

Total

     990,645      1,003,112      931,772

Accumulated depreciation

     515,139      512,221      475,408
                    

Net property, plant and equipment

   $ 475,506    $ 490,891    $ 456,364
                    

 

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10. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:

 

(in thousands)

   March 31,
2006
    As of
December 31,
2005
    March 31,
2005
 

Goodwill

   $ 1,918,784     $ 1,647,794     $ 1,257,598  
                        

Other intangible assets:

      

Amortizable intangible assets:

      

Carrying amount:

      

Acquired network distribution

     43,415       43,415       29,015  

Broadcast television network affiliation relationships

     26,748       26,748       26,748  

Customer lists

     194,312       118,454       4,639  

Copyrights and other trade names

     31,932       20,562       2,300  

Other

     44,604       20,000       7,575  
                        

Total carrying amount

     341,011       229,179       70,277  
                        

Accumulated amortization:

      

Acquired network distribution

     (5,644 )     (4,952 )     (2,787 )

Broadcast television network affiliation relationships

     (1,651 )     (1,379 )     (549 )

Customer lists

     (14,356 )     (14,123 )     (2,579 )

Copyrights and other trade names

     (2,179 )     (2,081 )     (86 )

Other

     (12,931 )     (6,864 )     (5,394 )
                        

Total accumulated amortization

     (36,761 )     (29,399 )     (11,395 )
                        

Net amortizable intangible assets

     304,250       199,780       58,882  
                        

Other indefinite-lived intangible assets:

      

FCC licenses

     25,622       25,622       25,622  

Other

     2,087       2,087       2,087  
                        

Total other indefinite-lived intangible assets

     27,709       27,709       27,709  
                        

Pension liability adjustments

     96       96       140  
                        

Total other intangible assets

     332,055       227,585       86,731  
                        

Total goodwill and other intangible assets

   $ 2,250,839     $ 1,875,379     $ 1,344,329  
                        

 

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Activity related to goodwill and other intangible assets by business segment was as follows:

 

(in thousands)

   Scripps
Networks
    Newspapers     Broadcast
Television
    Interactive
Media
    Licensing
and
Other
   Total  

Goodwill:

             

Balance as of December 31, 2004

   $ 254,689     $ 783,464     $ 219,367       $ 18    $ 1,257,538  

Adjustment to purchase price allocation

     60                60  
                                         

Balance as of March 31, 2005

   $ 254,749     $ 783,464     $ 219,367       $ 18    $ 1,257,598  
                                         

Balance as of December 31, 2005

   $ 240,502     $ 789,315     $ 216,467     $ 401,492     $ 18    $ 1,647,794  

Business acquisitions

       13,236         284,887          298,123  

Formation of Colorado newspaper partnership

       (25,731 )            (25,731 )

Foreign currency translation adjustment

           (1,402 )        (1,402 )
                                               

Balance as of March 31, 2006

   $ 240,502     $ 776,820     $ 216,467     $ 684,977     $ 18    $ 1,918,784  
                                               

Amortizable intangible assets:

             

Balance as of December 31, 2004

   $ 29,762     $ 2,907     $ 27,441          $ 60,110  

Business acquisitions

       68              68  

Amortization

     (834 )     (172 )     (290 )          (1,296 )
                                     

Balance as of March 31, 2005

   $ 28,928     $ 2,803     $ 27,151          $ 58,882  
                                     

Balance as of December 31, 2005

   $ 41,093     $ 4,305     $ 26,266     $ 128,116        $ 199,780  

Business acquisitions

       7,413         108,091          115,504  

Formation of Colorado newspaper partnership

       (2,407 )            (2,407 )

Foreign currency translation adjustment

           (533 )        (533 )

Amortization

     (763 )     (118 )     (278 )     (6,935 )        (8,094 )
                                           

Balance as of March 31, 2006

   $ 40,330     $ 9,193     $ 25,988     $ 228,739        $ 304,250  
                                           

Other indefinite-lived intangible assets:

             

Balance for all respective periods presented

   $ 919     $ 1,168     $ 25,622          $ 27,709  
                                     

We expect that $3.3 million of the goodwill acquired in the Shopzilla acquisition will be deductible for income tax purposes. The goodwill acquired in the uSwitch and Newspaper acquisitions are not expected to be deductible for income tax purposes.

Amortizable intangible assets acquired in the Shopzilla and uSwitch acquisitions include customer lists, technology, trade names and patents. The customer lists intangible assets are estimated to have useful lives of 2 to 20 years. The other acquired intangibles are estimated to have useful lives of 4 to 9 years. The allocation of the purchase price for the uSwitch acquisition is based upon preliminary appraisals and estimates, and is therefore subject to change.

Amortizable intangible assets acquired in the Newspaper acquisitions were customer lists. The customer intangible assets are estimated to have useful lives of 10 to 20 years.

Estimated amortization expense of intangible assets for each of the next five years is expected to be $38.3 million for the remainder of 2006, $40.6 million in 2007, $37.5 million in 2008, $36.7 million in 2009, $31.5 million in 2010, $28.9 million in 2011 and $90.8 million in later years.

 

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11. PROGRAMS AND PROGRAM LICENSES

Programs and program licenses consisted of the following:

 

(in thousands)

   March 31,
2006
   As of
December 31,
2005
   March 31,
2005

Cost of programs available for broadcast

   $ 834,382    $ 798,925    $ 815,956

Accumulated amortization

     575,476      534,246      561,227
                    

Total

     258,906      264,679      254,729

Progress payments on programs not yet available for broadcast

     100,538      77,824      54,107
                    

Total programs and program licenses

   $ 359,444    $ 342,503    $ 308,836
                    

In addition to the programs owned or licensed by us included in the table above, we have commitments to license certain programming that is not yet available for broadcast, including first-run syndicated programming. Such program licenses are recorded as assets when the programming is delivered to us and is available for broadcast. First-run syndicated programming is generally produced and delivered at or near its broadcast date. Such contracts may require progress payments or deposits prior to the program becoming available for broadcast. Remaining obligations under contracts to purchase or license programs not yet available for broadcast totaled approximately $300 million at March 31, 2006. If the programs are not produced, our obligations would generally expire without obligation.

Progress payments on programs not yet available for broadcast and the cost of programs and program licenses capitalized totaled $61.6 million in 2006 and $43.8 million in 2005.

Estimated amortization of recorded program assets and program commitments for each of the next five years is as follows:

 

(in thousands)

   Programs
Available for
Broadcast
   Programs Not
Yet Available
for Broadcast
   Total

Remainder of 2006

   $ 104,978    $ 62,719    $ 167,697

2007

     79,332      108,176      187,508

2008

     47,246      83,401      130,647

2009

     23,828      68,935      92,763

2010

     3,508      54,058      57,566

2011

     14      22,221      22,235

Later years

        1,312      1,312
                    

Total

   $ 258,906    $ 400,822    $ 659,728
                    

Actual amortization in each of the next five years will exceed the amounts presented above as our broadcast television stations and our national television networks will continue to produce and license additional programs.

 

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12. UNAMORTIZED NETWORK DISTRIBUTION INCENTIVES

Unamortized network distribution incentives consisted of the following:

 

(in thousands)

   March 31,
2006
   As of
December 31,
2005
   March 31,
2005

Network launch incentives

   $ 316,807    $ 316,774    $ 316,778

Accumulated amortization

     185,255      178,241      156,561
                    

Net book value

     131,552      138,533      160,217

Unbilled affiliate fees

     36,950      33,738      28,165
                    

Total unamortized network distribution incentives

   $ 168,502    $ 172,271    $ 188,382
                    

Amortization recorded as a reduction to affiliate fee revenue in the consolidated financial statements, and estimated amortization of recorded network launch incentives for each of the next five years, is presented below.

 

     

Three months ended

March 31,

(in thousands)

   2006    2005

Amortization of network launch incentives

   $ 7,014    $ 5,364
             
Estimated amortization for the next five years is as follows:      
Remainder of 2006       $ 21,169
2007         20,954
2008         23,449
2009         25,478
2010         16,824
2011         16,529
Later years         7,149
         
Total       $ 131,552
         

Actual amortization will be greater than the above amounts as additional incentive payments will be capitalized as we expand distribution of Scripps Networks.

 

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13. LONG-TERM DEBT

Long-term debt consisted of the following:

 

(in thousands)

   March 31,
2006
    As of
December 31,
2005
    March 31,
2005
 

Variable-rate credit facilities, including commercial paper

   $ 490,348     $ 226,966     $ 4,033  

$100 million, 6.625% notes, due in 2007

     99,978       99,975       99,964  

$50 million, 3.75% notes, due in 2008

     50,000       50,000       50,000  

$100 million, 4.25% notes, due in 2009

     99,647       99,623       99,551  

$150 million, 4.30% notes, due in 2010

     149,796       149,784    

$200 million, 5.75% notes, due in 2012

     199,216       199,185       199,091  

Other notes

     1,510       1,537       1,614  
                        

Total face value of long-term debt less discounts

     1,090,495       827,070       454,253  

Fair market value of interest rate swap

     (1,550 )     (1,295 )     (1,116 )
                        

Total long-term debt

     1,088,945       825,775       453,137  

Current portion of long-term debt

     40,462      
                        

Long-term debt (less current portion)

   $ 1,048,483     $ 825,775     $ 453,137  
                        

We have Competitive Advance and Revolving Credit Facilities (the “Revolver”) and a commercial paper program that collectively permit aggregate borrowings up to $550 million (the “Variable-Rate Credit Facilities”). The Revolver consists of two facilities, one permitting $450 million in aggregate borrowings expiring in July 2009 and the second a $100 million facility expiring in March 2007. Borrowings under the Revolver are available on a committed revolving credit basis at our choice of three short-term rates or through an auction procedure at the time of each borrowing. The Revolver is primarily used as credit support for our commercial paper program in lieu of direct borrowings under the Revolver. The weighted-average interest rate on borrowings under the Variable-Rate Credit Facilities was 4.7% at March 31, 2006, 4.3% at December 31, 2005, and 2.7% at March 31, 2005.

We have a U.S. shelf registration statement which allows us to borrow up to an additional $300 million as of March 31, 2006.

We entered into a receive-fixed, pay-floating interest rate swap to achieve a desired proportion of fixed-rate versus variable-rate debt. The interest rate swap expires upon the maturity of the $50 million, 3.75% notes in 2008, and effectively converts those fixed-rate notes into variable-rate borrowings. The variable interest rate was 5.1% at March 31, 2006, which was based on six-month LIBOR minus a rate spread. The swap agreement was designated as a fair-value hedge of the underlying fixed-rate notes. Accordingly, changes in the fair value of the interest rate swap agreement (due to movements in the benchmark interest rate) are recorded as adjustments to the carrying value of long-term debt with an offsetting adjustment to either other assets or other liabilities. The changes in the fair value of the interest rate swap agreements and the underlying fixed-rate obligation are recorded as equal and offsetting unrealized gains and losses in the Consolidated Statements of Income. We have structured the interest rate swap to be 100% effective. As a result, there is no current impact to earnings resulting from hedge ineffectiveness.

Certain long-term debt agreements contain maintenance requirements for net worth and coverage of interest expense and restrictions on incurrence of additional indebtedness. We were in compliance with all debt covenants as of March 31, 2006.

Current maturities of long-term debt are classified as long-term to the extent they can be refinanced under existing long-term credit commitments.

As of March 31, 2006, we had outstanding letters of credit totaling $8.6 million.

 

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14. OTHER LIABILITIES AND MINORITY INTERESTS

Other liabilities – Other liabilities consisted of the following:

 

(in thousands)

   March 31,
2006
   As of
December 31,
2005
   March 31,
2005

Program rights payable

   $ 17,605    $ 21,615    $ 27,330

Employee compensation and benefits

     85,700      84,903      70,849

Network distribution incentives

     21,417      22,758      38,392

Other

     34,967      32,835      21,262
                    

Total other liabilities

     159,689      162,111      157,833

Current portion of other liabilities

     37,784      40,583      73,210
                    

Other liabilities (less current portion)

   $ 121,905    $ 121,528    $ 84,623
                    

Minority interests - Non-controlling interests hold an approximate 10% residual interest in Fine Living. The minority owners of Fine Living have the right to require us to repurchase their interests. We have an option to acquire their interests. The minority owners will receive the fair market value for their interests at the time their option is exercised. The put and call options become exercisable at various dates through 2016. Put options on an approximate 6% non-controlling interest in Fine Living are currently exercisable. The remaining put options, comprising an approximate 4% interest in Fine Living, become exercisable in the third quarter of 2006.

Non-controlling interests hold an approximate 30% residual interest in Food Network. The Food Network general partnership agreement is due to expire on December 31, 2012, unless amended or extended prior to that date. In the event of such termination, the assets of the partnership are to be liquidated and distributed to the partners in proportion to their partnership interests.

Minority interests include non-controlling interests of approximately 4% in the capital stock of the subsidiary company that publishes our Memphis newspaper and approximately 6% in the capital stock of the subsidiary company that publishes our Evansville newspaper. The capital stock of these companies does not provide for or require the redemption of the non-controlling interests by us.

 

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15. SUPPLEMENTAL CASH FLOW INFORMATION

The following table presents additional information about the change in certain working capital accounts:

 

      Three months ended
March 31,
 

(in thousands)

   2006     2005  

Other changes in certain working capital accounts, net:

    

Accounts receivable

   $ 18,275     $ 6,755  

Inventories

     (309 )     619  

Accounts payable

     5,793       (1,259 )

Accrued income taxes

     37,933       32,255  

Accrued employee compensation and benefits

     (22,435 )     (15,858 )

Accrued interest

     751       (588 )

Other accrued liabilities

     (1,521 )     74  

Other, net

     (3,625 )     2,198  
                

Total

   $ 34,862     $ 24,196  
                

16. EMPLOYEE BENEFIT PLANS

We sponsor defined benefit pension plans that cover substantially all non-union and certain union-represented employees. Benefits are generally based upon the employee’s compensation and years of service.

We also have a non-qualified Supplemental Executive Retirement Plan (“SERP”). The SERP, which is unfunded, provides defined pension benefits in addition to the defined benefit pension plan to eligible executives based on average earnings, years of service and age at retirement.

Substantially all non-union and certain union employees are also covered by a company sponsored defined contribution plan. We match a portion of employee’s voluntary contributions to this plan.

Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans.

We use a December 31 measurement date for our retirement plans. Retirement plans expense is based on valuations performed by plan actuaries as of the beginning of each fiscal year. The components of the expense consisted of the following:

 

      Three months ended
March 31,
 

(in thousands)

   2006     2005  

Service cost

   $ 5,113     $ 4,582  

Interest cost

     6,082       5,675  

Expected return on plan assets, net of expenses

     (8,167 )     (7,270 )

Net amortization and deferral

     1,479       776  
                

Total for defined benefit plans

     4,507       3,763  

Multi-employer plans

     133       5  

SERP

     1,051       1,008  

Defined contribution plans

     2,137       1,785  
                

Total

   $ 7,828     $ 6,561  
                

We contributed $0.6 million to fund current benefit payments for our non-qualified SERP plan during the first quarter of 2006. We anticipate contributing an additional $1.5 million to fund the SERP’s benefit payments during the remainder of fiscal 2006. We also anticipate contributing $0.2 million to meet minimum funding requirements of our defined benefit plans during the remainder of fiscal 2006.

 

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17. SEGMENT INFORMATION

We determine our business segments based upon our management and internal reporting structure. Our reportable segments are strategic businesses that offer different products and services (See Note 1).

The accounting policies of each of our business segments are those described in Note 1 in our Annual Report on Form 10-K for the year ended December 31, 2005.

Each of our segments may provide advertising, programming or other services to our other business segments. In addition, certain corporate costs and expenses, including information technology, pensions and other employee benefits, and other shared services, are allocated to our business segments. The allocations are generally amounts agreed upon by management, which may differ from amounts that would be incurred if such services were purchased separately by the business segment. Corporate assets are primarily cash, cash equivalent and other short-term investments, property and equipment primarily used for corporate purposes, and deferred income taxes.

Our chief operating decision maker (as defined by FAS 131 – Segment Reporting) evaluates the operating performance of our business segments and makes decisions about the allocation of resources to our business segments using a measure we call segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, divested operating units, restructuring activities, investment results and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America.

As discussed in Note 1, we account for our share of the earnings of JOAs and newspaper partnerships using the equity method of accounting. Our equity in earnings of JOAs and newspaper partnerships is included in “Equity in earnings of JOAs and other joint ventures” in our Consolidated Statements of Income. Newspaper segment profits include equity in earnings of JOAs and newspaper partnerships. Scripps Networks segment profits include equity in earnings of FOX Sports Net South and certain other joint ventures.

 

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Information regarding our business segments is as follows:

 

      Three months ended
March 31,
 

(in thousands)

   2006     2005  

Segment operating revenues:

    

Scripps Networks

   $ 237,602     $ 202,678  
                

Newspapers:

    

Newspapers managed solely by us

     184,202       175,836  

JOAs and newspaper partnerships

     48       50  
                

Total

     184,250       175,886  

Boulder prior to formation of Colorado newspaper partnership

     2,189       6,336  
                

Total newspapers

     186,439       182,222  

Broadcast television

     83,763       72,260  

Interactive media

     58,643    

Licensing and other media

     23,604       25,820  

Corporate/intercompany

     (322 )     (77 )
                

Total operating revenues

   $ 589,729     $ 482,903  
                

Segment profit (loss):

    

Scripps Networks

   $ 106,545     $ 80,941  
                

Newspapers:

    

Newspapers managed solely by us

     50,984       55,646  

JOAs and newspaper partnerships

     (959 )     7,041  
                

Total

     50,025       62,687  

Boulder prior to formation of Colorado newspaper partnership

     (125 )     370  
                

Total newspapers

     49,900       63,057  

Broadcast television

     22,487       16,279  

Interactive media

     13,921    

Licensing and other media

     2,902       4,855  

Corporate

     (16,893 )     (11,766 )
                

Total segment profit

     178,862       153,366  

Depreciation and amortization of intangibles

     (25,348 )     (15,303 )

Gain on formation of Colorado newspaper partnership

     3,535    

Gains (losses) on disposal of property, plant and equipment

     (96 )     (49 )

Interest expense

     (12,153 )     (7,372 )

Interest and dividend income

     542       208  

Miscellaneous, net

     1,037       333  
                

Income from continuing operations before income taxes and minority interests

   $ 146,379     $ 131,183  
                

Depreciation:

    

Scripps Networks

   $ 3,687     $ 3,222  
                

Newspapers:

    

Newspapers managed solely by us

     5,078       4,865  

JOAs and newspaper partnerships

     411       604  
                

Total newspapers

     5,489       5,469  

Broadcast television

     4,625       4,557  

Interactive media

     2,942    

Licensing and other media

     168       219  

Corporate

     343       540  
                

Total depreciation

   $ 17,254     $ 14,007  
                

Amortization of intangibles:

    

Scripps Networks

   $ 763     $ 834  
                

Newspapers:

    

Newspapers managed solely by us

     97       85  

JOAs and newspaper partnerships

     21       87  
                

Total newspapers

     118       172  

Broadcast television

     278       290  

Interactive media

     6,935    
                

Total amortization of intangibles

   $ 8,094     $ 1,296  
                

 

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      Three months ended
March 31,

(in thousands)

   2006    2005

Additions to property, plant and equipment:

     

Scripps Networks

   $ 2,626    $ 2,856
             

Newspapers:

     

Newspapers managed solely by us

     3,894      2,557

JOAs and newspaper partnerships

     352      203
             

Total newspapers

     4,246      2,760

Broadcast television

     1,307      888

Interactive media

     2,778   

Licensing and other media

     107      146

Corporate

     1,232      460
             

Total additions to property, plant and equipment

   $ 12,296    $ 7,110
             

Business acquisitions and other additions to long-lived assets:

     

Scripps Networks

   $ 61,699    $ 44,143

Newspapers

     22,982      100

Interactive media

     370,701   

Corporate

     80      465
             

Total

   $ 455,462    $ 44,708
             

Assets:

     

Scripps Networks

   $ 1,162,313    $ 1,077,598
             

Newspapers:

     

Newspapers managed solely by us

     1,082,592      1,057,535

JOAs and newspaper partnerships

     187,591      223,127
             

Total newspapers

     1,270,183      1,280,662

Broadcast television

     486,780      485,401

Interactive media

     999,739   

Licensing and other media

     31,627      27,166

Investments

     43,454      46,541

Corporate

     181,510      113,202
             

Total assets of continuing operations

     4,175,606      3,030,570

Discontinued operations

     259,987      370,322
             

Total assets

   $ 4,435,593    $ 3,400,892
             

No single customer provides more than 10% of our revenue. International revenues are primarily derived from licensing comic characters and HGTV and Food Network programming in international markets. Licensing of comic characters in Japan provides approximately 45% of our international revenues, which are less than $60 million annually.

Other additions to long-lived assets include investments, capitalized intangible assets and Scripps Networks capitalized programs and network launch incentives.

 

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18. STOCK COMPENSATION PLANS

Capital Stock – Scripps’ capital structure includes Common Voting Shares and Class A Common Shares. The articles of incorporation provide that the holders of Class A Common Shares, who are not entitled to vote on any other matters except as required by Ohio law, are entitled to elect the greater of three or one-third of the directors.

Under a share repurchase program authorized by the Board of Directors on October 28, 2004, we are authorized to repurchase up to 5.0 million Class A Common Shares. A total of 1.2 million shares have been repurchased in 2005 and 2006 at prices ranging from $45 to $51 per share. The balance remaining on the authorization is 3.8 million shares. There is no expiration date for the program and we are under no commitment or obligation to repurchase any particular amount of common shares under the program.

Incentive Plans – Scripps’ Long-Term Incentive Plan (the “Plan”) provides for the award of restricted and unrestricted Class A Common Shares, incentive and nonqualified stock options, stock appreciation rights, and performance units to key employees and non-employee directors. The Plan expires in 2014, except for options then outstanding.

As summarized in Note 1, we adopted FAS 123-R effective January 1, 2006. FAS 123-R requires that share based compensation be recognized based on the grant-date fair value of awards.

In accordance with FAS 123-R, total stock-based compensation expense was $11.9 million in 2006, $7.5 million after tax. Included in stock compensation costs is $6.2 million of immediately expensed awards granted to retiree-eligible employees. Stock option costs included in total stock-based compensation was $8.4 million, $5.3 million after tax. Stock option costs include $4.0 million of immediately expensed awards granted to retiree-eligible employees. The impact from expensing stock options in 2006 reduced basic and diluted earnings per share from continuing operations $.03.

Prior to fiscal 2006, we applied the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” in accounting for stock-based compensation. Under APB 25 we recognized compensation costs equal to the intrinsic value of the award on the date of grant over the vesting period.

The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of FAS 123 - Accounting for Stock-Based Compensation, as amended by FAS 148 - Accounting for Stock-Based Compensation - Transition and Disclosure, to all stock-based employee compensation in fiscal year 2005 using the accounting policies described in Note 1.

 

(in thousands, except per share data)

   Three months
ended
March 31,
2005
 

Net income as reported

   $ 70,011  

Add stock-based compensation included in reported income, net of related income tax effects

     2,243  

Deduct stock-based compensation determined under fair value based method, net of related income tax effects

     (6,315 )
        

Pro forma net income

   $ 65,939  
        

Net income per share of common stock

  

Basic earnings per share:

  

As reported

   $ 0.43  

Additional stock-based compensation, net of income tax effects

     (0.03 )
        

Pro forma basic earnings per share

   $ 0.40  
        

Diluted earnings per share:

  

As reported

   $ 0.42  

Additional stock-based compensation, net of income tax effects

     (0.03 )
        

Pro forma diluted earnings per share

   $ 0.40  
        

Net income per share amounts may not foot since each is calculated independently.

 

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Stock Options – Stock options may be awarded to purchase Class A Common Shares at not less than 100% of the fair market value on the date the option is granted. Stock options will vest over an incentive period, conditioned upon the individual’s continued employment through that period.

The fair value of each option award is estimated on the date of grant using a lattice-based binomial model that uses the assumptions in the following table:

 

     Three months
ended March 31,
 
     2006     2005  

Weighted-average fair value of options granted

   $ 12.79     $ 11.52  

Assumptions used to determine fair value:

    

Dividend yield

     0.9 %     0.8 %

Risk-free rate of return

     4.6 %     3.8 %

Expected life of options (years)

     5.38       5.38  

Expected volatility

     21.3 %     22.2 %
                

Dividend yield considers our historical dividend yield paid and expected yield over the life of the options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected life is an output of the valuation model, and primarily considers historical exercise patterns. Unexercised options for grants included in the historical period are assumed to be exercised at the midpoint of the current date and the full contractual term. Expected volatility is based on implied volatility of traded options, long-term volatility and volatility for the most recent period reflecting the expected life.

The following table presents information about stock options:

 

    

Number

of

Shares

    Weighted
Average
Exercise
Price
   Range of
Exercise
Prices

Options outstanding at December 31, 2004

   11,158,734     $ 35.27    $ 13 -54

Options granted during the period

   1,688,300       46.46      46

Options exercised during the period

   (230,903 )     29.34      17-46
                   

Options outstanding at March 31, 2005

   12,616,131     $ 36.88    $ 13-54
                   

Options exercisable at March 31, 2005

   8,749,350     $ 32.65    $ 13-50
                   

Options outstanding at December 31, 2005

   11,640,330     $ 37.89    $ 13 -54

Options granted during the period

   1,862,314       48.61      45 - 49

Options exercised during the period

   (244,979 )     31.13      13 - 49

Options forfeited/canceled during the period

   (90,382 )     47.44      38 - 52
                   

Options outstanding at March 31, 2006

   13,167,283     $ 39.46    $ 17 -54
                   

Options exercisable at March 31, 2006

   9,336,559     $ 35.90    $ 17 -54
                   

The total intrinsic value (market value on date of exercise less exercise price) of options exercised during the three months ended March 31, 2006 was $4.5 million. As of March 31, 2006, $28.0 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 2.4 years.

Cash received from option exercises was $7.8 million in the first quarter of 2006 and $6.8 million in the first quarter of 2005. Tax benefits realized from tax deductions associated with option exercises was $1.7 million in the first quarter of 2006 and $1.5 million in the first quarter of 2005.

 

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Substantially all options granted prior to 2004 are exercisable. Options generally become exercisable in increments over a three year period. Information about options outstanding and options exercisable by year of grant is as follows:

 

     Options Outstanding    Options Exercisable

Year of Grant

   Options on
Shares
Outstanding
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Term (years)
   Aggregate
Intrinsic
Value
(in millions)
  

Options

on Shares
Exercisable

   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Term (years)
   Aggregate
Intrinsic
Value
(in millions)

1997 - expire in 2007

   208,900    $ 17.62          208,900    $ 17.62      

1998 - expire in 2008

   291,800      23.66          291,800      23.66      

1999 - expire in 2009

   732,100      23.53          732,100      23.53      

2000 - expire in 2010

   1,183,966      24.76          1,183,966      24.76      

2001 - expire in 2011

   1,356,186      32.13          1,356,186      32.13      

2002 - expire in 2012

   1,769,884      37.67          1,769,884      37.67      

2003 - expire in 2013

   1,946,532      40.10          1,920,139      40.07      

2004 - expire in 2014

   1,998,317      49.28          1,336,806      49.34      

2005 - expire in 2013

   1,817,284      46.89          536,778      46.46      

2006 - expire in 2014

   1,862,314      48.61                  
                                               

Total options on number of shares

   13,167,283    $ 39.46    6.2    $ 89.6    9,336,559    $ 35.90    5.6    $ 87.2
                                               

Restricted Stock – Awards of Class A Common Shares vest over an incentive period conditioned upon the individual’s continued employment throughout that period. During the vesting period, shares issued are nontransferable but the shares are entitled to all the rights of an outstanding share.

Information related to awards of Class A Common Shares is presented below:

 

           Price at Award Dates
    

Number

of

Shares

   

Weighted

Average

  

Range of

Prices

Unvested shares at December 31, 2004

   453,954     $ 39.58    $ 23 -53

Shares vested during the period

   (111,865 )     42.02      38 - 51

Shares forfeited during the period

   (2,500 )     47.28      47
                   

Unvested shares at March 31, 2005

   339,589     $ 38.60    $ 23 -53
                   

Unvested shares at December 31, 2005

   249,008     $ 41.93    $ 23 -53

Shares awarded during the period

   194,036       48.27      48 - 49

Shares vested during the period

   (152,212 )     43.51      39 - 51

Shares forfeited during the period

   (2,316 )     46.95      40 - 49
                   

Unvested shares at March 31, 2006

   288,516     $ 45.12    $ 23 -53
                   

Performance based restricted stock with a target of 134,250 Class A Common Shares were contingently issued in 2006. The number of shares ultimately awarded depends upon the extent to which specified performance measures are met. The shares earned vest between 2007 and 2009.

During 2004, 40,000 restricted stock awards were converted to restricted stock units (“RSUs”). The RSUs give the recipient the right to receive shares of our stock upon the lapse of restriction periods. The restrictions lapse in equal installments over a four-year incentive period conditioned upon the employee’s continued employment.

As of March 31, 2006, $10.7 million of total unrecognized compensation cost related to unvested restricted stock awards and RSUs is expected to be recognized over a weighted-average period of 2.4 years.

Tax benefits realized from tax deductions associated with restricted stock awards was $1.1 million in the first quarter of 2006.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

This discussion and analysis of financial condition and results of operations is based upon the consolidated financial statements and the condensed notes to the consolidated financial statements. You should read this discussion in conjunction with those financial statements.

FORWARD-LOOKING STATEMENTS

This discussion and the information contained in the condensed notes to the consolidated financial statements contain certain forward-looking statements that are based 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’ taste; 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. All forward-looking statements, which are as of the date of this filing, should be evaluated with the understanding of their inherent uncertainty. We undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made.

EXECUTIVE OVERVIEW

The E. W. Scripps company is a diverse and growing media company with interests in national television networks, newspaper publishing, broadcast television stations, interactive media and licensing and syndication. The company’s portfolio of media properties includes: Scripps Networks, with such brands as HGTV, Food Network, DIY Network, Fine Living and Great American Country; daily and community newspapers in 18 markets and the Washington-based Scripps Media Center, home to the Scripps Howard News Service; 10 broadcast television stations, including six ABC-affiliated stations, three NBC affiliates and one independent; Interactive media, our online comparison shopping services comprising our Shopzilla and uSwitch businesses; and United Media, a leading worldwide licensing and syndication company that is the home of PEANUTS, DILBERT and approximately 150 other features and comics.

The company has a long-standing objective of creating shareholder value by following a disciplined strategy of investing in growing media businesses. Starting with newspapers nearly 130 years ago and continuing with our recent acquisitions of Shopzilla and uSwitch, we have stayed ahead of the ongoing migration of consumers and marketing dollars to new media marketplaces. This is evidenced by the dramatic change in our company’s profile during the last ten years. In 1994, the newspaper division contributed 50 percent of the company’s consolidated revenue. In 2006 it is contributing 32 percent. The national television networks, a business that did not exist in 1993, are contributing 40 percent to the company’s revenue in 2006 while Shopzilla and uSwitch, our newly acquired comparison shopping Internet services, are contributing 10 percent.

We expect to continue to increase shareholder value by maximizing and allocating the cash flow generated by our mature media businesses to new or existing businesses. In the past we have used cash generated by our newspapers and broadcast television stations to develop HGTV, DIY and Fine Living and to acquire Food Network, Shop At Home, GAC, Shopzilla and uSwitch. The continued expansion of Scripps Networks, the support and development of our comparison shopping services rapid growth potential, and investment in new and growing media businesses are the company’s top strategic priorities.

 

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Scripps Networks is in a period of continued growth. We have successfully monetized ratings and viewership gains, especially at its two more established networks HGTV and Food Network. The appeal of our new programming has resonated with viewers and has resulted in an increasing number of younger viewers tuning in to our flagship networks. We are also extending our Scripps Networks brands into new media platforms. In April, we launched our first high definition television network, HGTV-HD. The new network launched with 350 hours of original programming. We expect to launch our second high definition channel, Food Network-HD, in the second quarter. The number of people visiting our network Web sites was up 7 percent for the quarter, demonstrating the appeal of our brands and the success we have had targeting consumers. We also have emerged as a leader in providing content that is specifically formatted for the growing number of video-on-demand and broadband services. In April, we launched our third Internet broadband channel — HGTV Bath Design. We expect to launch similar broadband channels that will dig deep into such lifestyle topics as gardening, healthy eating and crafts. Top priorities at Scripps Networks are the ratings growth at HGTV and Food, the programming and distribution of our emerging networks, developing new revenue streams for our network brands such as product licensing and retail sales, and the growth of interactive revenue.

During the second quarter of 2005, we acquired Shopzilla. Shopzilla operates a product comparison shopping service that helps consumers find products offered for sale by online retailers. In the first quarter of 2006, we acquired uSwitch. uSwitch operates an online comparison service that helps consumers compare prices and arrange for the purchase of a range of essential home services including gas, electricity, home phone, broadband providers and personal finance products in the United Kingdom. These acquisitions enable us to capitalize on the rapid growth and rising profitability of specialized Internet search businesses and expand our electronic media platform. On a pro-forma basis, the revenues of these businesses in the first quarter of 2006 have nearly doubled compared with the first quarter of 2005 due in part to the increasing popularity of comparison shopping sites with consumers. We have begun to leverage the cross-promotional power of all of our media businesses to brand our Interactive Media businesses. Specifically, we have used our media businesses to drive traffic to Shopzilla via links on virtually all of our Web sites; our lifestyle networks and TV stations have promoted Shopzilla; our newspapers have run ads and created a Shopzilla-branded, Smart Shopper column.

Our shareholders also continue to benefit from our local media businesses. Our daily and community newspapers and broadcast television stations are the foundation for our successful growth strategy.

At our newspapers, we are continuing efforts to strengthen the competitive position of our newspapers’ print and online businesses. We plan to grow the print business by expanding into surrounding markets and launching non-traditional and non-daily products within our local markets. We believe our online businesses will generate higher growth rates than our traditional print business and as a result are focusing heavily in this area. These local Web sites place a heavy emphasis on interactive, community-based content as well as live news updates. In the first quarter of 2006, we launched our first video-on-demand newscast in Southwest Florida. The newscast combines the news-gathering power of our newspaper with our growing ability to produce high-quality video specifically for use on the Internet, iPods, and other types of personal video players.

Priorities at our broadcast television stations include concentrating on the branding of our local ABC and NBC affiliates, emphasizing local news and building out non-traditional revenue opportunities that target new advertisers. Improved ratings at ABC in 2005 and the outlook for 2006 bode well not only for revenue at our ABC stations from popular shows, but also for the lead-in they provide to late news. The broadcast of the Super Bowl on ABC and NBC’s coverage of the Winter Olympics contributed to an increase in broadcast television revenues in the first quarter of 2006. The return of political advertising is expected to further increase our revenues in 2006.

In the first quarter of 2006, we announced our intention to explore strategic alternatives for our Shop At Home business. Our goal at Shop At Home is to maximize the value of the business for the benefit of our shareholders. Subsequently, we reached a strategic decision to pursue the sale of Shop At Home. Accordingly, Shop At Home is presented as discontinued operations in our financial statements for all periods presented.

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 preparing financial statements incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.

 

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Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in estimates that are likely to occur could materially change the financial statements. We believe the accounting for Network Affiliate Fees, Acquisitions, Goodwill and Other Indefinite-Lived Intangible Assets, Income Taxes and Pension Plans to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies Section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2005. There have been no significant changes in those accounting policies except for the impacts from adopting FAS 123-R.

RESULTS OF OPERATIONS

The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our business segments. Accordingly, we believe the discussion of our consolidated results of operations should be read in conjunction with the discussion of the operating performance of our business segments that follows on pages F-34 through F-45.

During the first quarter of 2006, the board of directors authorized management to pursue the sale of our Shop At Home business segment. The Shop At Home business segment is classified as held for sale in accordance with the provisions of FAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

In the third quarter of 2005, we reached an agreement with Advance Publications, Inc., the publisher of the Birmingham News (“News”), to terminate the Birmingham joint operating agreement between the News and our Birmingham Post-Herald newspaper. During the third quarter of 2005, we also ceased publication of our Birmingham Post-Herald newspaper and sold certain assets to the News.

In accordance with the provisions of FAS 144 the results of businesses held for sale or that have ceased operations are presented as discontinued operations within our results of operations. Accordingly, these businesses have also been excluded from segment results for all periods presented.

Consolidated Results of Continuing Operations - Consolidated results of continuing operations were as follows:

 

(in thousands)

   2006     Year-to-Date
Change
    2005  

Operating revenues

   $ 589,729     22.1 %   $ 482,903  

Costs and expenses

     (422,237 )   (21.4 )%     (347,694 )

Depreciation and amortization of intangibles

     (25,348 )   (65.6 )%     (15,303 )

Gain on formation of Colorado newspaper partnership

     3,535      

Gains (losses) on disposal of property, plant and equipment

     (96 )   (95.9 )%     (49 )
                      

Operating income

     145,583     21.5 %     119,857  

Interest expense

     (12,153 )   (64.9 )%     (7,372 )

Equity in earnings of JOAs and other joint ventures

     11,370     (37.4 )%     18,157  

Interest and dividend income

     542         208  

Miscellaneous, net

     1,037         333  
                      

Income from continuing operations before income taxes and minority interests

     146,379     11.6 %     131,183  

Provision for income taxes

     50,548     (7.7 )%     46,916  
                      

Income from continuing operations before minority interests

     95,831     13.7 %     84,267  

Minority interests

     14,349     (26.6 )%     11,335  
                      

Income from continuing operations

   $ 81,482     11.7 %   $ 72,932  
                      

Income from continuing operations per diluted share of common stock

   $ .49     11.4 %   $ .44  
                      

 

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The increase in operating revenues was primarily due to the continued growth in advertising and network affiliate fee revenues at our national television networks and the June 2005 acquisition of Shopzilla. The growth in advertising revenues was primarily driven by increased demand for advertising time and higher advertising rates at our networks. The growth in affiliate fee revenues is attributed to scheduled rate increases and wider distribution of our networks. The broadcast of the Super Bowl on ABC and NBC’s coverage of the Winter Olympics also contributed to the increase in revenue at our broadcast television stations.

Costs and expenses were impacted by the expanded hours of original programming and costs to promote our national networks, and the June 2005 acquisition of Shopzilla. In addition, we adopted the requirements of FAS 123-R, “Share-Based Payments” effective January 1, 2006 and began recording compensation expense on stock options granted to employees. Stock option expense, including the costs of immediately expensed options granted to retiree eligible employees, increased our costs and expenses $8.4 million in the first quarter of 2006. Based upon stock options issued through the first quarter, we expect stock option expense to increase our costs and expenses by approximately $11.0 million for the remainder of 2006.

Depreciation and amortization increased primarily as a result of the acquisitions of Shopzilla and uSwitch.

In the first quarter of 2006, we completed the formation of a newspaper partnership with MediaNews Group, Inc. In conjunction with the transaction, we recognized a pre-tax gain of $3.5 million. Net income was increased by $2.1 million, $.01 per share

Interest expense includes interest incurred on our outstanding borrowings and deferred compensation and other employment agreements. Interest incurred on our outstanding borrowings increased in 2006 due to higher average debt levels attributed to the Shopzilla and uSwitch acquisitions. In connection with the June 2005 acquisition of Shopzilla, we issued $150 million in 5-year notes at a rate of 4.30%. We financed the remainder of the Shopzilla and uSwitch transactions with commercial paper. The average outstanding commercial paper balance in 2006 was $217 million at an average rate of 4.5% compared with $52 million at an average rate of 2.5% in 2005.

In the third quarter of 2005, the management committee of the Denver Newspaper Agency (“DNA”) approved plans to consolidate DNA’s newspaper production facilities. As a result, assets used in certain of the existing facilities will be retired earlier than previously estimated. The reduction in these assets’ estimated useful lives increased DNA’s depreciation expense. The increased depreciation resulted in a $3.2 million decrease in our equity in earnings from JOAs in the first quarter of 2006. Net income was decreased by $2.0 million, $.01 per share. The increased depreciation is expected to decrease equity in earnings from JOAs approximately $3.0 million in each remaining quarter until the second quarter of 2007. The decrease in equity in earnings of JOAs is also attributed to lower advertising sales in all three of our JOA markets.

Information regarding our effective tax rate is a follows:

 

(in thousands)

   2006     Year-to-Date
Change
    2005  

Income from continuing operations before income taxes and minority interests as reported

   $ 146,379     11.6 %   $ 131,183  

Income allocated to non-controlling interests

     14,021         10,718  
                  

Income allocated to Scripps

   $ 132,358     9.9 %   $ 120,465  
                      

Provision for income taxes

   $ 50,548     (7.7 )%   $ 46,916  
                      

Effective income tax rate as reported

     34.5 %       35.8 %

Effective income tax rate on income allocated to Scripps

     38.2 %       38.9 %
                  

Our effective income tax rate is affected by the growing profitability of Food Network. Food Network is operated pursuant to the terms of a general partnership, in which we own an approximate 70% residual interest. Income taxes on partnership income accrue to the individual partners. While the income before income tax reported in our financial statements includes all of the income before tax of the partnership, our income tax provision does not include income taxes on the portion of Food Network income that is attributable to the non-controlling interest.

 

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The income tax provision for interim periods is determined by applying the expected effective income tax rate for the full year to year-to-date income before income tax. Tax provisions are separately provided for certain discrete transactions in interim periods. To determine the annual effective income tax rate for the full year period we must estimate both the total income before income tax for the full year and the jurisdictions in which that income is subject to tax.

Minority interest increased in the first quarter of 2006 primarily due to the increased profitability of the Food Network. Food Network’s profits are allocated in proportion to each partner’s residual interests in the partnership, of which we own approximately 70%.

Business Segment Results - As discussed in Note 17 to the Consolidated Financial Statements our chief operating decision maker (as defined by FAS 131 - Segment Reporting) evaluates the operating performance of our business segments using a performance measure we call segment profits. Segment profits excludes interest, income taxes, depreciation and amortization, divested operating units, restructuring activities, investment results and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America.

Items excluded from segment profits 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. Financing, tax structure and divestiture decisions are generally made by corporate executives. Excluding these items from our business segment performance measure enables us to evaluate business segment operating performance for the current period based upon current economic conditions and decisions made by the managers of those business segments in the current period.

In February of 2006, we formed a newspaper partnership with MediaNews Group, Inc. (“MediaNews”) that will operate certain of both companies’ newspapers in Colorado. We contributed the assets of our Boulder Daily Camera, Colorado Daily and Bloomfield Enterprise newspapers for a 50% interest in the partnership. Our share of the operating profit (loss) of the partnership is recorded as “Equity in earnings of JOAs and other joint ventures” in our financial statements. To enhance comparability of year-over-year operating results, the results of the contributed publications prior to the formation of the partnership are reported separately in our segment results.

 

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Table of Contents

Information regarding the operating performance of our business segments determined in accordance with FAS 131 and a reconciliation of such information to the consolidated financial statements is as follows:

 

(in thousands)

   2006     Year-to-Date
Change
    2005  

Segment operating revenues:

      

Scripps Networks

   $ 237,602     17.2 %   $ 202,678  
                      

Newspapers:

      

Newspapers managed solely by us

     184,202     4.8 %     175,836  

JOAs and newspaper partnerships

     48         50  
                      

Total

     184,250     4.8 %     175,886  

Boulder prior to formation of Colorado newspaper partnership

     2,189         6,336  
                      

Total newspapers

     186,439     2.3 %     182,222  

Broadcast television

     83,763     15.9 %     72,260  

Interactive media

     58,643      

Licensing and other media

     23,604     (8.6 )%     25,820  

Corporate/intercompany

     (322 )       (77 )
                      

Total operating revenues

   $ 589,729     22.1 %   $ 482,903  
                      

Segment profit (loss):

      

Scripps Networks

   $ 106,545     31.6 %   $ 80,941  
                      

Newspapers:

      

Newspapers managed solely by us

     50,984     (8.4 )%     55,646  

JOAs and newspaper partnerships

     (959 )       7,041  
                      

Total

     50,025     (20.2 )%     62,687  

Boulder prior to formation of Colorado newspaper partnership

     (125 )       370  
                      

Total newspapers

     49,900     (20.9 )%     63,057  

Broadcast television

     22,487     38.1 %     16,279  

Interactive media

     13,921      

Licensing and other media

     2,902     (40.2 )%     4,855  

Corporate

     (16,893 )   (43.6 )%     (11,766 )
                      

Total segment profit

     178,862     16.6 %     153,366  

Depreciation and amortization of intangibles

     (25,348 )   (65.6 )%     (15,303 )

Gain on formation of Colorado newspaper partnership

     3,535      

Gains (losses) on disposal of property, plant and equipment

     (96 )   (95.9 )%     (49 )

Interest expense

     (12,153 )   (64.9 )%     (7,372 )

Interest and dividend income

     542         208  

Miscellaneous, net

     1,037         333  
                      

Income from continuing operations before income taxes and minority interests

   $ 146,379     11.6 %   $ 131,183  
                      

Discussions of the operating performance of each of our reportable business segments begin on page F-37.

The impact of expensing stock options beginning on January 1, 2006 increased Corporate expenses $3.7 million in the first quarter of 2006.

 

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Table of Contents

Segment profits include our share of the earnings of JOAs and certain other investments included in our consolidated operating results using the equity method of accounting. Newspaper segment profits include equity in earnings of JOAs and other joint ventures. Scripps Networks segment profits include equity in earnings of FOX Sports Net South and other joint ventures.

A reconciliation of our equity in earnings of JOAs and other joint ventures included in segment profits to the amounts reported in our Consolidated Statements of Income is as follows:

 

(in thousands)

   2006    Year-to-Date
Change
    2005

Scripps Networks:

       

Equity in earnings of joint ventures

   $ 3,164    45.9 %   $ 2,169

Newspapers:

       

Equity in earnings of JOAs and newspaper partnerships

     8,206    (48.7 )%     15,988
                   

Total equity in earnings of JOAs and other joint ventures

   $ 11,370    (37.4 )%   $ 18,157
                   

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:

 

(in thousands)

   2006     Year-to-Date
Change
    2005  

Depreciation and amortization:

      

Scripps Networks

   $ 4,450     (9.7 )%   $ 4,056  
                      

Newspapers:

      

Newspapers managed solely by us

     5,175     (4.5 )%     4,950  

JOAs and newspaper partnerships

     432     37.5 %     691  
                      

Total newspapers

     5,607     0.6 %     5,641  

Broadcast television

     4,903     (1.2 )%     4,847  

Interactive media

     9,877      

Licensing and other media

     168     23.3 %     219  

Corporate

     343     36.5 %     540  
                      

Total

   $ 25,348     (65.6 )%   $ 15,303  
                      

Gains (losses) on disposal of PP&E:

      

Scripps Networks

   $ (85 )     $ (21 )
                  

Newspapers:

      

Newspapers managed solely by us

     4         (14 )

JOAs and newspaper partnerships

         1  
                  

Total newspapers

     4         (13 )

Broadcast television

     (15 )       1  

Corporate

         (16 )
                      

Gains (losses) on disposal of PP&E

   $ (96 )   (95.9 )%   $ (49 )
                      

 

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Scripps Networks - Scripps Networks includes five national television networks, Home & Garden Television (“HGTV”), Food Network, DIY Network (“DIY”), Fine Living and Great American Country (“GAC”); our online network HGTVPro.com; Scripps Network branded broadband channels; and our 12% interest in FOX Sports Net South, a regional television network. Our networks also operate internationally through licensing agreements and joint ventures with foreign entities.

We launched HGTV in 1994. Food Network launched in 1993, and we acquired our controlling interest in 1997. We launched DIY in 1999 and Fine Living in the first quarter of 2002. We acquired GAC in 2004. We have used a similar strategy in developing each of our networks. Our initial focus is to gain distribution on cable and satellite television systems. We may offer incentives in the form of cash payments or an initial period in which payment of affiliate fees by the systems is waived in exchange for long-term distribution contracts. We create new and original programming and undertake promotion and marketing campaigns designed to increase viewer awareness. We expect to incur operating losses until network distribution and audience size are sufficient to attract national advertisers. As distribution of the network increases, we make additional investments in the quality and variety of programming and increase the number of hours of original programming offered on the network. Such investments are expected to result in increases in viewership, yielding higher advertising revenues.

While we have employed similar development strategies with each of our networks, there can be no assurance DIY, Fine Living and GAC will achieve operating performances similar to HGTV and Food Network. There has been considerable consolidation among cable and satellite television operators, with the eight largest providing services to approximately 95% of the homes that receive cable and satellite television programming. At the same time, there has been an expansion in the number of programming services seeking distribution on those systems, with the number of networks more than doubling since 1996.

 

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The networks utilize common facilities and certain sales, operational and support services are shared by the networks. Expenses directly attributable to the operations of a network are charged directly to that network. The costs of shared facilities and services are not allocated to individual networks for segment reporting purposes.

Financial information for Scripps Networks is as follows:

 

(in thousands)

   2006     Year-to-Date
Change
    2005  

Operating revenues:

      

HGTV

   $ 118,655     13.6 %   $ 104,418  

Food Network

     93,874     18.7 %     79,069  

DIY

     10,725     13.8 %     9,426  

Fine Living

     8,321     39.5 %     5,967  

GAC

     4,729     39.9 %     3,381  

Other

     1,298         417  
                      

Total segment operating revenues

   $ 237,602     17.2 %   $ 202,678  
                      

Contribution to segment profit (loss):

      

HGTV

   $ 78,215     21.9 %   $ 64,147  

Food Network

     55,755     28.8 %     43,277  

DIY

     904     (32.9 )%     1,347  

Fine Living

     1,052         (684 )

GAC

     224         (915 )

Unallocated costs and other

     (29,605 )   (12.9 )%     (26,231 )
                      

Total segment profit

   $ 106,545     31.6 %   $ 80,941  
                      

Homes reached in March (1):

      

HGTV

     89,600     1.6 %     88,200  

Food Network

     89,100     2.4 %     87,000  

DIY

     36,000     12.5 %     32,000  

Fine Living

     37,000     42.3 %     26,000  

GAC

     40,900     9.4 %     37,400  
                      

(1) Approximately 94 million homes in the United States receive cable or satellite television. Homes reached are according to the Nielsen Homevideo Index (“Nielsen”), with the exception of DIY and Fine Living which are not yet rated by Nielsen and represent comparable amounts calculated by us.

Advertising and network affiliate fees provide substantially all of each network’s operating revenues and employee costs and programming costs are the primary expenses. The trends and underlying economic conditions affecting each of our networks are substantially the same as those affecting all of our networks, primarily the demand for national advertising.

 

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Operating results for Scripps Networks were as follows:

 

(in thousands)

   2006     Year-to-Date
Change
    2005  

Segment operating revenues:

      

Advertising

   $ 186,836     17.1 %   $ 159,499  

Network affiliate fees, net

     48,286     15.0 %     41,975  

Other

     2,480         1,204  
                      

Total segment operating revenues

     237,602     17.2 %     202,678  
                      

Segment costs and expenses:

      

Employee compensation and benefits

     30,072     (8.9 )%     27,604  

Programs and program licenses

     43,995     (3.5 )%     42,517  

Other segment costs and expenses

     60,154     (11.8 )%     53,785  
                      

Total segment costs and expenses

     134,221     (8.3 )%     123,906  
                      

Segment profit before joint ventures

     103,381     31.2 %     78,772  

Equity in income of joint ventures

     3,164     45.9 %     2,169  
                      

Segment profit

   $ 106,545     31.6 %   $ 80,941  
                      

Supplemental Information:

      

Billed network affiliate fees

   $ 52,088       $ 46,258  

Network launch incentive payments

     1,440         5,079  

Payments for programming less (greater) than program cost amortization

     (21,008 )       (2,991 )

Depreciation and amortization

     4,450         4,056  

Capital expenditures

     2,626         2,856  

Business acquisitions and other additions to long-lived assets, primarily program assets

     61,699         44,143  
                  

Advertising revenues increased due primarily to an increased demand for advertising time and higher advertising rates at our networks. The increase in network affiliate fees reflects both scheduled rate increases and wider distribution of the networks.

We expect total operating revenues at Scripps Networks to increase approximately 15% to 18% year-over-year in the second quarter of 2006.

Employee compensation and benefit expenses increased due to the hiring of additional employees to support the growth of Scripps Networks. In addition, employee compensation and benefits include $0.9 million of stock option expense recognized for the first time in 2006.

Programs and program licenses and other costs and expenses increased due to the improved quality and variety of programming, expanded programming hours and continued efforts to promote the programming in order to attract a larger audience. Our continued investment in building consumer awareness and expanding distribution of our network and online lifestyle brands is expected to increase total segment expenses approximately 15% year-over-year in the second quarter of 2006.

 

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Newspapers - We operate daily and community newspapers in 18 markets in the U.S. Our newspapers earn revenue primarily from the sale of advertising space to local and national advertisers and from the sale of newspapers to readers. Three of our newspapers are operated pursuant to the terms of joint operating agreements. Each of those newspapers maintains an independent editorial operation and receives a share of the operating profits of the combined newspaper operations.

Newspapers managed solely by us: The newspapers managed solely by us operate in mid-size markets, focusing on news coverage within their local markets. Advertising and circulation revenues provide substantially all of each newspaper’s operating revenues and employee and newsprint costs are the primary expenses at each newspaper. Declines in circulation of daily newspapers have resulted in a loss of advertising market share throughout the newspaper industry. Further declines in circulation in our newspaper markets could adversely affect our newspapers.

The trends and underlying economic conditions affecting the operating performance of any of our newspapers are substantially the same as those affecting all of our newspapers. Our newspaper operating performance is most affected by newsprint prices and economic conditions, particularly within the retail, labor, housing and auto markets. While an individual newspaper may perform better or worse than our newspaper group as a whole due to specific conditions at the newspaper or within its local economy, we do not expect such near-term variances to significantly affect the overall long-term operating performance of the newspaper segment.

Operating results for newspapers managed solely by us were as follows:

 

(in thousands)

   2006    Year-to-Date
Change
    2005

Segment operating revenues:

       

Local

   $ 40,947    0.9 %   $ 40,594

Classified

     61,587    10.7 %     55,625

National

     9,694    (5.1 )%     10,220

Preprint and other

     35,491    9.9 %     32,290
                   

Newspaper advertising

     147,719    6.5 %     138,729

Circulation

     32,313    (2.4 )%     33,124

Other

     4,170    4.7 %     3,983
                   

Total operating revenues

     184,202    4.8 %     175,836
                   

Segment costs and expenses:

       

Employee compensation and benefits

     68,175    (8.8 )%     62,633

Newsprint and ink

     23,192    (15.7 )%     20,044

Other segment costs and expenses

     41,851    (11.6 )%     37,513
                   

Total costs and expenses

     133,218    (10.8 )%     120,190
                   

Contribution to segment profit

   $ 50,984    (8.4 )%   $ 55,646
                   

Supplemental Information:

       

Depreciation and amortization

   $ 5,175      $ 4,950

Capital expenditures

     3,894        2,557

Business acquisitions, including acquisitions of minority interests, and other additions to long-lived assets

     22,982        100
               

 

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Newspaper advertising revenues increased in 2006 due to increases in classified advertising and preprint and other advertising. The increase in classified advertising was primarily attributed to continued improvement in help wanted and real estate advertising. Increases in these categories help offset declines in automotive advertising.

Increases in preprint and other advertising reflect the continued development of new print and electronic products and services. These products include niche publications such as community newspapers, lifestyle magazines, publications focused upon the classified advertising categories of real estate, employment and auto, and other publications aimed at younger readers. Additionally, our Internet sites had advertising revenues of $8.0 million in the first quarter of 2006 compared with $4.2 million in the first quarter of 2005. We expect to continue to expand and enhance our online services and to use our local news platform to launch new products, such as streaming video or audio.

We expect total operating revenues at newspapers to increase approximately 3% to 5% year-over-year in the second quarter of 2006.

Stock option expense of $2.0 million contributed to the increase in employee compensation and benefit expenses in 2006.

Newsprint and ink costs increased due to newsprint prices increasing 14% during the current year.

The increases in other segment costs and expenses is attributed to increased spending in online and print initiatives, primarily in our Florida markets.

We expect total costs and expenses to increase between 5% and 7% year-over-year in the second quarter of 2006.

 

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Joint Operating Agreements and Newspaper Partnerships: Three of our newspapers are operated pursuant to the terms of joint operating agreements (“JOAs”). The table below provides certain information about our JOAs.

 

Newspaper

   Publisher of Other Newspaper    Year JOA
Entered Into
   Year of JOA
Expiration

The Albuquerque Tribune

   Journal Publishing Company    1933    2022

The Cincinnati Post

   Gannett Newspapers    1977    2007

Denver Rocky Mountain News

   MediaNews Group, Inc.    2001    2051

The operating profits earned from the combined operations of the two newspapers are distributed to the partners in accordance with the terms of the joint operating agreement. We receive a 50% share of the Denver JOA profits, a 40% share of the Albuquerque JOA profits, and approximately 20% to 25% of the Cincinnati JOA profits.

In February of 2006, we formed a newspaper partnership with MediaNews Group, Inc. (“MediaNews”) that will operate certain of both companies’ newspapers in Colorado, including their editorial operations. We have a 50% interest in the partnership.

Our share of the operating profit (loss) of JOAs and newspaper partnerships are reported as “Equity in earnings of JOAs and other joint ventures” in our financial statements.

Operating results for our JOAs and newspaper partnerships were as follows:

 

(in thousands)

   2006     Year-to-Date
Change
    2005

Equity in earnings of JOAs and newspaper partnerships included in segment profit:

      

Denver

   $ 1,172     (85.2 )%   $ 7,925

Cincinnati

     4,397     (17.9 )%     5,354

Albuquerque

     2,496     (7.9 )%     2,709

Colorado

     175      

Other newspaper partnerships and joint ventures

     (34 )    
                    

Total equity in earnings of JOAs included in segment profit

     8,206     (48.7 )%     15,988

Operating revenues of JOAs

     48     (4.0 )%     50
                    

Total

     8,254     (48.5 )%     16,038
                    

JOA editorial costs and expenses:

      

Denver

     6,209     (5.7 )%     5,874

Cincinnati

     1,955     2.4 %     2,004

Albuquerque

     1,049     6.3 %     1,119
                    

Total JOA editorial costs and expenses

     9,213     (2.4 )%     8,997
                    

JOAs and newspaper partnerships contribution to segment profit:

      

Denver

     (5,006 )       2,087

Cincinnati

     2,442     (27.1 )%     3,350

Albuquerque

     1,464     (8.7 )%     1,604

Colorado

     175      

Other newspaper partnerships and joint ventures

     (34 )    
                

Total contribution to segment profit

   $ (959 )     $ 7,041
                

Supplemental Information:

      

Depreciation and amortization

   $ 432       $ 691

Capital expenditures

     352         203
                

Additional depreciation incurred by the Denver News Agency reduced equity in earnings of JOAs by $3.2 million in the first quarter of 2006 (See Note 5 to the Consolidated Financial Statements). The decrease in equity in earnings of JOAs is also attributed to lower advertising sales in all three of our JOA markets.

Gannett Newspapers has notified us of its intent to terminate the Cincinnati JOA upon its expiration in 2007.

 

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Broadcast Television – Broadcast television includes six ABC-affiliated stations, three NBC-affiliated stations and one independent. Each station is located in one of the 61 largest television markets in the U.S. Our broadcast television stations earn revenue primarily from the sale of advertising time to local and national advertisers.

National broadcast television networks offer affiliates a variety of programs and sell the majority of advertising within those programs. We may receive compensation from the network for carrying its programming. 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 trends and underlying economic conditions affecting the operating performance of any of our broadcast television stations are substantially the same as those affecting all of our stations. The operating performance of our broadcast television group is most affected by the health of the economy, particularly conditions within the retail and auto markets, and by the volume of advertising time purchased by campaigns for elective office and for political issues. The demand for political advertising is significantly higher in even-numbered years, when congressional and presidential elections occur, than in odd-numbered years. From time-to-time, individual television stations may perform better or worse than our television station group as a whole due to specific conditions at that station or within its local economy. We do not expect such near-term variances to significantly affect the overall long-term operating performance of the broadcast television segment.

Operating results for broadcast television were as follows:

 

(in thousands)

   2006    Year-to-Date
Change
    2005  

Segment operating revenues:

       

Local

   $ 53,440    18.9 %   $ 44,955  

National

     26,636    13.4 %     23,490  

Political

     965        38  

Network compensation

     1,022    (32.0 )%     1,504  

Other

     1,700    (25.2 )%     2,273  
                     

Total segment operating revenues

     83,763    15.9 %     72,260  
                     

Segment costs and expenses:

       

Employee compensation and benefits

     33,584    (11.6 )%     30,090  

Programs and program licenses

     11,483    1.5 %     11,658  

Other segment costs and expenses

     16,209    (13.9 )%     14,233  
                     

Total segment costs and expenses

     61,276    (9.5 )%     55,981  
                     

Segment profit

   $ 22,487    38.1 %   $ 16,279  
                     

Supplemental Information:

       

Payments for programming less (greater) than program cost amortization

   $ 64      $ (824 )

Depreciation and amortization

     4,903        4,847  

Capital expenditures

     1,307        888  
                 

 

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The broadcast of the Super Bowl on ABC and NBC’s coverage of the Winter Olympics contributed to the increase in local and national advertising. Advertising revenue related to the Super Bowl and Olympics broadcasts was approximately $9 million in the first quarter of 2006. We expect total operating revenues at our broadcast television stations to increase approximately 3% to 5% year-over-year in the second quarter of 2006. The increase in broadcast television could be higher depending on the timing of political advertising.

Employee compensation and benefits include $1.3 million of stock option expense recognized for the first time in 2006.

Total broadcast television costs and expenses are expected to increase 5% to 7% year-over-year in the second quarter of 2006.

 

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Interactive Media - Interactive media includes our online comparison shopping services, Shopzilla and uSwitch.

We acquired Shopzilla on June 27, 2005. Shopzilla operates a product comparison shopping service that helps consumers find products offered for sale by online retailers. Shopzilla aggregates and organizes information on millions of products from thousands of retailers. Shopzilla also operates BizRate, a Web-based consumer feedback network that collects millions of consumer reviews of stores and products each year. Shopzilla earns revenues primarily from referral fees paid by participating online retailers.

On March 16, 2006, we acquired uSwitch. uSwitch operates an online comparison service that helps consumers compare prices and arrange for the purchase of a range of essential home services including gas, electricity, home phone, broadband providers and personal finance products in the United Kingdom. uSwitch earns revenues from commissions paid by participating service providers when a consumer switches services.

Financial information for interactive media is as follows:

 

(in thousands)

   2006

Segment operating revenues

   $ 58,643
      

Segment profit

   $ 13,921
      

Supplemental Information:

  

Depreciation and amortization

   $ 9,877

Capital expenditures

     2,778

Business acquisitions and other additions to long-lived assets

     370,701
      

Operating results for uSwitch are included in our results of operations from the March 16, 2006 acquisition date. On a pro-forma basis, assuming we had owned Shopzilla and uSwitch for all of 2006 and 2005, operating revenues would have been $68.9 million in 2006 and $33.4 million in 2005. Segment profits would have been $16.9 million in 2006 and $8.5 million in 2005. An increase in the use of comparison shopping sites by consumers has primarily contributed to the improvement in results.

Interactive media is expected to generate segment profits of about $12 million in the second quarter of 2006.

 

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LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is our cash flow from operating activities. Advertising provides approximately 70% of total operating revenues, so cash flow from operating activities is adversely affected during recessionary periods. Information about our use of cash flow from operating activities is presented in the following table:

 

     Three months ended
March 31,
 

(in thousands)

   2006     2005  

Net cash provided by continuing operating activities

   $ 160,904     $ 124,919  

Net cash provided by (used in) discontinued operations

     (10,008 )     (8,747 )

Proceeds from formation of Colorado partnership

     20,029    

Dividends paid, including to minority interests

     (18,345 )     (16,689 )

Employee stock option proceeds

     7,774       6,780  

Excess tax benefits on stock awards

     2,753    

Other financing activities, including discontinued operations

     2,010       (14,034 )
                

Cash flow available for investments, debt repayment and share repurchase

   $ 165,117     $ 92,229  
                

Sources and uses of available cash flow:

    

Business acquisitions and net investment activity

   $ (383,915 )   $ 5,874  

Capital expenditures, including discontinued operations

     (12,663 )     (8,409 )

Other investing activity

     914       (45 )

Repurchase Class A Common Shares

     (19,280 )  

Increase (decrease) in long-term debt

     263,355       (78,758 )
                

Our cash flow has been used primarily to fund acquisitions and investments and to develop new businesses. There are no significant legal or other restrictions on the transfer of funds among our business segments.

Net cash provided by operating activities increased year-over-year due to the improved operating performance of our business segments. We expect cash flow from operating activities in 2006 will provide sufficient liquidity to continue the development of our emerging brands and to fund the capital expenditures necessary to support our businesses.

In March 2006, we acquired 100% of the common stock of uSwitch for approximately $371 million, net of cash and short-term investments acquired. We also acquired minority interests in our Evansville and Memphis newspapers, and acquired certain other publications, for total consideration of approximately $23 million, of which $3.6 million of the consideration was paid in the first quarter. In connection with the acquisitions, we entered into a $100 million 364-day revolving credit facility. The remaining balance of the acquisitions was financed using a combination of cash on hand and additional borrowings on our existing credit facilities.

In 2005, the management committee of the Denver JOA approved plans to consolidate the JOA’s newspaper production facilities and authorized the incurrence of up to $150 million of debt by the JOA to finance the building and equipment costs related to the consolidation. We own a 50% interest in the Denver JOA. Scripps and Media News Group (“MNG”), our Denver JOA partner, are not parties to the arrangement and have not guaranteed any of the Denver JOA’s obligations under the arrangement. However, we expect that our cash distributions received from the Denver JOA will be reduced as the JOA will have additional cash requirements to satisfy debt and lease payments under the agreements.

Pursuant to the terms of the Food Network general partnership agreement, the partnership is required to distribute available cash to the general partners. We expect these cash distributions will approximate $40 million in 2006.

We are authorized to repurchase up to 5 million of our Class A Common shares. We expect to repurchase shares to offset the dilution resulting from our stock compensation programs each year. In 2006, we have re-purchased 420,000 shares at a total cost of $20.2 million. The stock repurchase program can be discontinued at any time.

We have two credit facilities that collectively permit aggregate borrowings up to $550 million. One facility permitting $450 million in aggregate borrowings expires in July 2009 and the second facility permitting $100 million in aggregate borrowings expires in March 2007. Total borrowings under the facilities were $490 million at March 31, 2006.

Our access to commercial paper markets can be affected by macroeconomic factors outside of our control. In addition to macroeconomic factors, our access to commercial paper markets and our borrowing costs are affected by short and long-term debt ratings assigned by independent rating agencies.

 

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We have a U.S. shelf registration statement which allows us to borrow up to an additional $300 million as of March 31, 2006.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Earnings and cash flow can be affected by, among other things, economic conditions, interest rate changes, foreign currency fluctuations and changes in the price of newsprint. We are also exposed to changes in the market value of our investments.

We may use foreign currency forward and option contracts to hedge our cash flow exposures that are denominated in foreign currencies and forward contracts to reduce the risk of changes in the price of newsprint on anticipated newsprint purchases. We held no foreign currency or newsprint derivative financial instruments at March 31, 2006.

The following table presents additional information about market-risk-sensitive financial instruments:

 

     As of March 31, 2006     As of December 31, 2005  

(in thousands, except share data)

  

Cost

Basis

   

Fair

Value

   

Cost

Basis

   

Fair

Value

 

Financial instruments subject to interest rate risk:

        

Variable-rate credit facilities, including commercial paper

   $ 490,348     $ 490,348     $ 226,966     $ 226,966  

$100 million, 6.625% notes, due in 2007

     99,978       101,650       99,975       102,638  

$50 million, 3.75% notes, due in 2008

     50,000       48,450       50,000       48,705  

$100 million, 4.25% notes, due in 2009

     99,647       95,659       99,623       96,975  

$150 million, 4.30% notes, due in 2010

     149,796       142,649       149,784       144,939  

$200 million, 5.75% notes, due in 2012

     199,216       200,071       199,185       205,580  

Other notes

     1,510       1,264       1,537       1,299  
                                

Total long-term debt including current portion

   $ 1,090,495     $ 1,080,091     $ 827,070     $ 827,102  
                                

Interest rate swap

   $ (1,550 )   $ (1,550 )   $ (1,295 )   $ (1,295 )
                                

Financial instruments subject to market value risk:

        

Time Warner (common shares - 2006, 2,011,000; 2005, 2,017,000)

   $ 29,584     $ 33,768     $ 29,667     $ 35,173  

Other available-for-sale securities

     164       1,944       61       1,806  
                                

Total investments in publicly-traded companies

     29,748       35,712       29,728       36,979  

Other equity securities

     7,326       (a )     5,426       (a )
                                

(a) Includes securities that do not trade in public markets, so the securities do not have readily determinable fair values. We estimate the fair value of these securities approximates their carrying value. There can be no assurance that we would realize the carrying value upon sale of the securities.

Our objectives in managing interest rate risk are to limit the impact of interest rate changes on our earnings and cash flows and to reduce our overall borrowing costs. We manage interest rate risk primarily by maintaining a mix of fixed-rate and variable-rate debt. In February 2003, we issued $50 million of 3.75% notes due in 2008. Concurrently, we entered into a receive-fixed, pay-floating interest rate swap, effectively converting the notes to a variable-rate obligation indexed to LIBOR. We account for the interest rate swap as a fair-value hedge of the underlying fixed-rate notes. As a result, changes in the fair value of the interest rate swap are offset by changes in the fair value of the swapped notes and no net gain or loss is recognized in earnings.

 

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CONTROLS AND PROCEDURES

Scripps’ management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The company’s internal control over financial reporting includes those policies and procedures that:

 

  1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

  2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the company are being made only in accordance with authorizations of management and the directors of the company; and

 

  3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error, collusion and the improper overriding of controls by management. Accordingly, even effective internal control can only provide reasonable but not absolute assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the financial statements. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective. There were no changes to the company’s internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

We acquired Shopzilla, a Web-based product comparison shopping service, on June 27, 2005. We acquired uSwitch, the United Kingdom’s leading provider of online price comparison and switching for essential home services, on March 16, 2006. These businesses, that comprise our interactive media segment, have total assets of approximately $1.0 billion and are expected to have segment profits of $65 to $75 million for the full year of 2006. Each business is a separate control environment. We have excluded these businesses from management’s evaluation of internal control over financial reporting, as permitted by SEC guidance, for the quarter ended March 31, 2006.

 

F-48


Table of Contents

THE E. W. SCRIPPS COMPANY

Index to Exhibits

 

Exhibit No.

  

Item

2.02

  

Agreement relating to the sale and purchase of the major part of the issued share capital of uSwitch Limited

2.02B

  

Minority (1) Share Sale Agreement relating to the sale and purchase of a minority part of the issued share capital of uSwitch Limited

2.02C

  

Minority (2) Share Sale Agreement relating to the sale and purchase of a minority part of the issued share capital of uSwitch Limited

12

  

Ratio of Earnings to Fixed Charges

31(a)

  

Section 302 Certifications

31(b)

  

Section 302 Certifications

32(a)

  

Section 906 Certifications

32(b)

  

Section 906 Certifications

 

E-1