UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

THE E.W. SCRIPPS COMPANY

(Exact name of registrant as specified in its charter)

Ohio		0-16914		31-1223339
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

THE E.W. SCRIPPS COMPANY

INDEX TO CURRENT REPORT ON FORM 8-K

Item No.				Page
2.01		Completion of Acquisition or Disposition of Assets			3
9.01		Financial Statements and Exhibits			4

Item 2.01. Completion of Acquisition or Disposition of Assets

As previously disclosed on Form 8-K dated June 30, 2008 The E. W. Scripps Company (the “Company”) completed the distribution of all of the outstanding Class A Common Shares and Common Voting Shares of Scripps Networks Interactive, Inc. (the “Spin-Off”).

The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Spin-Off, and the related notes thereto, are included as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

	Exhibit
	Number			Description of Item
	99.1			Unaudited pro forma condensed consolidated financial information

SIGNATURES

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

		THE E.W. SCRIPPS COMPANY
		BY:		/s/ Douglas F. Lyons
				Douglas F. Lyons
				Vice President and Controller (Principal Accounting Officer)

Dated: July 8, 2008

EXHIBIT 99.1

The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Financial Information

The accompanying unaudited pro forma condensed consolidated financial information has been prepared to reflect the July 1, 2008 (the “Distribution Date”) distribution by The E.W. Scripps Company (the “Company”) of all the shares of Scripps Networks Interactive, Inc. (“SNI”) to the Company’s shareholders (the “SNI Spin-Off”). On the Distribution Date, the Company distributed one Class A Common Share of SNI for each Class A Common Share of the Company and one Common Voting Share of SNI for each Common Voting Share of the Company held on June 16, 2008, the record date of the SNI Spin-Off. The Company has received a ruling from the Internal Revenue Service that, based on customary representations and qualifications, the distribution will be tax-free to the Company’s shareholders for U.S. federal income tax purposes. SNI Class A common shares are listed on the New York Stock Exchange under the ticker symbol “SNI”.

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2008 and the unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2008 and for the years ended December 31, 2007, 2006 and 2005 have been derived from our historical financial statements and adjusted to give effect to the following transactions, all of which were consummated in connection with the SNI Spin-Off (which will be accounted for as discontinued operations in the third quarter 2008 in accordance with Statement of Financial Accounting Standards No. 144 — Accounting for the Impairment or Disposal of Long-Lived Assets):

	–		The receipt of special cash dividend from SNI of approximately $430 million;
	–		The repayment of our corporate debt and accrued interest;
	–		The initial borrowing under our $200 million credit facility;
	–		The distribution of all of the common shares of SNI to our common shareholders;

The unaudited pro forma condensed consolidated statements of income for the years ended December 31, 2007, 2006 and 2005 and for the three months ended March 31, 2008 give effect to the SNI Spin-Off as if the distribution and related transactions occurred on January 1, 2005. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2008 gives effect to the SNI Spin-Off as if the distribution and related transactions occurred on March 31, 2008. The unaudited pro forma condensed consolidated financial statements are subject to the assumptions and adjustments set forth in the accompanying notes. Management believes that the assumptions used and the adjustments made are reasonable under the circumstances and given the information available.

The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent, or be indicative of, what the Company’s results of operations or financial position would have been had the SNI Spin-Off occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the Company’s future financial position or results of operations.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the:

	•		Accompanying notes to the unaudited pro forma condensed consolidated financial information;
	•		The Company’s Annual Report on Form 10-K for the year ended December 31, 2007;
	•		The Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2008;
	•		SNI’s Registration Statement on Form 10 initially filed with the Securities Exchange Commission on March 26, 2008, as amended by Amendment No. 1 filed on May 8, 2008, Amendment No. 2 filed on June 3, 2008, Amendment No. 3 filed on June 6, 2008 and Amendment No. 4 filed on June 11, 2008.

The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2008

						SNI Spin-off				Pro Forma				E. W. Scripps
(In thousands)		Historical (*)				(a)				Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	57,424			$	(44,173	)		$	11,739	(b)		$	24,990
Short-term investments			34,459				—								34,459
Accounts and notes receivables, net			550,110				(375,016	)							175,094
Program and program licenses			225,514				(223,240	)							2,274
Deferred income taxes			19,024				8,895								27,919
Assets of discontinued operations			173				—								173
Miscellaneous			56,315				(15,918	)							40,397
Total current assets			943,019				(649,452	)			11,739				305,306
Investments			220,259				(39,376	)							180,883
Property, plant & equipment, net			570,636				(176,195	)							394,441
Goodwill and other intangible assets:
Goodwill			1,659,519				(665,187	)							994,332
Other intangible assets, net			181,936				(123,895	)							58,041
Total goodwill and other intangible assets			1,841,455				(789,082	)			—				1,052,373
Other assets:
Program and program licenses (less current)			265,063				(261,446	)							3,617
Unamortized network distribution incentives			127,741				(127,741	)							—
Prepaid pension			9,051				—								9,051
Miscellaneous			28,367				(10,205	)			(1,419	)(c)			16,743
Total other assets			430,222				(399,392	)			(1,419	)			29,411
TOTAL ASSETS		$	4,005,591			$	(2,053,497	)		$	10,320			$	1,962,414
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	85,430			$	(31,860	)		$				$	53,570
Customer deposits and unearned revenue			54,376				(11,373	)							43,003
Accrued liabilities:
Employee compensation and benefits			52,225				(14,365	)							37,860
Accrued income taxes			32,343				(1,000	)							31,343
Network distribution incentives			4,899				(4,899	)							—
Accrued interest			4,581				—				(4,581	)(d)			—
Accrued marketing and advertising costs			21,470				(21,181	)							289
Miscellaneous			58,667				(25,738	)							32,929
Other current liabilities			32,098				(2,689	)							29,411
Liabilities of discontinued operations			147				—								147
Total current liabilities			346,236				(113,105	)			(4,581	)			228,552
Deferred income taxes			362,015				(112,458	)			(511	)(f)			249,046
Long-term debt			473,680				—				(413,680	)(e)			60,000
Other liabilities (less current portion)			205,835				(99,499	)							106,336
TOTAL LIABILITIES			1,387,766				(325,062	)			(418,772	)			643,934
Minority interests			108,032				(104,582	)							3,450
Shareholders’ equity			2,509,793				(1,623,853	)			429,092	(f)			1,315,032
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	4,005,591			$	(2,053,497	)		$	10,320			$	1,962,414

See notes to unaudited Pro Forma condensed consolidated financial statements.

The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Three Months Ended March 31, 2008

														E. W.
						SNI Spin-off				Pro Forma				Scripps
(In thousands, except per share data)		Historical (*)				(b)				Adjustments				Pro Forma
Operating Revenues:
Advertising		$	430,559			$	(236,154	)		$				$	194,405
Referral fees			76,530				(76,530	)							—
Network affiliate fees, net			67,430				(67,430	)							—
Circulation			30,514				—								30,514
Licensing			18,606				(1,057	)							17,549
Other			18,835				(7,187	)							11,648
Total operating revenues			642,474				(388,358	)			—				254,116
Costs and Expenses:
Employee compensation and benefits			185,678				(58,610	)							127,068
Production and distribution			70,858				(14,099	)							56,759
Programs and program licenses			76,555				(64,997	)							11,558
Marketing and advertising			59,261				(55,690	)							3,571
Other costs and expenses			70,610				(36,994	)							33,616
Total costs and expenses			462,962				(230,390	)			—				232,572
Depreciation, Amortization, and (Gains) Losses:
Depreciation			22,463				(12,177	)							10,286
Amortization of intangible assets			6,299				(5,499	)							800
Losses (gains) on disposal of property, plant and equipment			867				(764	)							103
Net depreciation, amortization, and (gains) losses			29,629				(18,440	)			—				11,189
Operating income			149,883				(139,528	)			—				10,355
Interest expense			(5,832	)			(269	)			5,479	(c)			(622	)
Equity in earnings of JOAs and other joint ventures			12,189				(3,676	)							8,513
Miscellaneous, net			761				138								899
Income from continuing operations before income taxes and minority interests			157,001				(143,335	)			5,479				19,145
Provision for income taxes			50,874				(46,523	)			1,972	(d)			6,323
Income (loss) from continuing operations before minority interests			106,127				(96,812	)			3,507				12,822
Minority interests			22,293				(22,267	)							26
Income (loss) from continuing operations		$	83,834			$	(74,545	)		$	3,507			$	12,796
Income from continuing operations per share of common stock:
Basic		$	0.52											$	0.08
Diluted		$	0.51											$	0.08
Weighted average shares outstanding:
Basic			162,653												162,653
Diluted			163,659												163,659

See notes to unaudited Pro Forma condensed consolidated financial statements.

The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2007

						Cincinnati
						JOA
						Adjustments				Historical				SNI Spin-off				Pro Forma				E. W. Scripps
(In thousands, except per share data)		Historical				(a)				(Restated)				(b)				Adjustments				Pro Forma
Operating Revenues:
Advertising		$	1,770,180			$				$	1,770,180			$	(928,758	)		$				$	841,422
Referral fees			254,460								254,460				(254,343	)							117
Network affiliate fees, net			235,248								235,248				(235,248	)							—
Circulation			118,696								118,696				—								118,696
Licensing			72,626								72,626				(724	)							71,902
Other			65,930				(5	)			65,925				(22,192	)							43,733
Total operating revenues			2,517,140				(5	)			2,517,135				(1,441,265	)			—				1,075,870
Costs and Expenses:																							—
Employee compensation and benefits			705,775				(4,770	)			701,005				(216,941	)							484,064
Production and distribution			282,663				(677	)			281,986				(54,425	)							227,561
Programs and program licenses			286,574								286,574				(239,343	)							47,231
Marketing and advertising			202,580				(33	)			202,547				(186,533	)							16,014
Other costs and expenses			286,236				(704	)			285,532				(124,649	)							160,883
Total costs and expenses			1,763,828				(6,184	)			1,757,644				(821,891	)			—				935,753
Depreciation, Amortization, and (Gains) Losses:																							—
Depreciation			83,014				(12	)			83,002				(41,387	)							41,615
Amortization of intangible assets			48,536								48,536				(45,446	)							3,090
Write-down of uSwitch goodwill and intangible assets			411,006								411,006				(411,006	)							—
Losses (Gains) on disposal of property, plant and equipment			632								632				(656	)							(24	)
Net depreciation, amortization, and (gains) losses			543,188				(12	)			543,176				(498,495	)			—				44,681
Operating income			210,124				6,191				216,315				(120,879	)			—				95,436
Interest expense			(37,982	)							(37,982	)			860				33,014	(c)			(4,108	)
Equity in earnings of JOAs and other joint ventures			63,221				(17,930	)			45,291				(17,603	)							27,688
Miscellaneous, net			19,284				10				19,294				(2,136	)							17,158
Income from continuing operations before income taxes and minority interests			254,647				(11,729	)			242,918				(139,758	)			33,014				136,174
Provision for income taxes			177,265				(4,248	)			173,017				(139,088	)			11,885	(d)			45,814
Income (loss) from continuing operations before minority interests			77,382				(7,481	)			69,901				(670	)			21,129				90,360
Minority interests			82,981								82,981				(82,534	)							447
Income (loss) from continuing operations		$	(5,599	)		$	(7,481	)		$	(13,080	)		$	81,864			$	21,129			$	89,913
Income (loss) from continuing operations per share of common stock:
Basic		$	(0.03	)						$	(0.08	)										$	0.55
Diluted		$	(0.03	)						$	(0.08	)										$	0.55
Weighted average shares outstanding:
Basic			163,014								163,014												163,014
Diluted			163,014								163,014												164,267

See notes to unaudited Pro Forma condensed consolidated financial statements.

The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2006

						Cincinnati
						JOA
						Adjustments				Historical				SNI Spin-off				Pro Forma				E. W. Scripps
(In thousands, except per share data)		Historical				(a)				(Restated)				(b)				Adjustments				Pro Forma
Operating Revenues:
Advertising		$	1,771,916			$				$	1,771,916			$	(835,848	)		$				$	936,068
Referral fees			269,403								269,403				(269,377	)							26
Network affiliate fees, net			194,662								194,662				(194,662	)							—
Circulation			122,961								122,961				—								122,961
Licensing			75,137								75,137				(394	)							74,743
Other			63,998								63,998				(23,188	)							40,810
Total operating revenues			2,498,077				—				2,498,077				(1,323,469	)			—				1,174,608
Costs and Expenses:
Employee compensation and benefits			666,284				(5,306	)			660,978				(181,205	)							479,773
Production and distribution			297,636				(683	)			296,953				(54,241	)							242,712
Programs and program licenses			243,235								243,235				(196,052	)							47,183
Marketing and advertising			226,044				(39	)			226,005				(210,746	)							15,259
Other costs and expenses			267,860				(698	)			267,162				(111,149	)							156,013
Total costs and expenses			1,701,059				(6,726	)			1,694,333				(753,393	)			—				940,940
Depreciation, Amortization, and (Gains) Losses:
Depreciation			70,818				(14	)			70,804				(29,156	)							41,648
Amortization of intangible assets			44,281								44,281				(41,685	)							2,596
Losses (Gains) on disposal of property, plant and equipment			1,124								1,124				(539	)							585
Gain on formation of Colorado newspaper partnership			(3,535	)							(3,535	)			—								(3,535	)
Hurricane recoveries, net			(1,900	)							(1,900	)			—								(1,900	)
Net depreciation, amortization, and (gains) losses			110,788				(14	)			110,774				(71,380	)			—				39,394
Operating income			686,230				6,740				692,970				(498,696	)			—				194,274
Interest expense			(55,965	)							(55,965	)			1,404				49,589	(c)			(4,972	)
Equity in earnings of JOAs and other joint ventures			55,196				(20,751	)			34,445				(13,378	)							21,067
Miscellaneous, net			4,743				9				4,752				(256	)							4,496
Income from continuing operations before income taxes and minority interests			690,204				(14,002	)			676,202				(510,926	)			49,589				214,865
Provision for income taxes			219,261				(5,084	)			214,177				(137,737	)			17,852	(d)			94,292
Income (loss) from continuing operations before minority interests			470,943				(8,918	)			462,025				(373,189	)			31,737				120,573
Minority interests			73,766								73,766				(72,796	)							970
Income (loss) from continuing operations		$	397,177			$	(8,918	)		$	388,259			$	(300,393	)		$	31,737			$	119,603
Income from continuing operations per share of common stock:
Basic		$	2.43							$	2.38											$	0.73
Diluted		$	2.41							$	2.36											$	0.73
Weighted average shares outstanding:
Basic			163,223								163,223												163,223
Diluted			164,849								164,849												164,849

See notes to unaudited Pro Forma condensed consolidated financial statements.

The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2005

						Cincinnati
						JOA
						Adjustments				Historical				SNI Spin-off				Pro Forma				E. W. Scripps
(In thousands, except per share data)		Historical				(a)				(restated)				(b)				Adjustments				Pro Forma
Operating Revenues:
Advertising		$	1,621,768			$				$	1,621,768			$	(726,604	)		$				$	895,164
Referral fees			98,881								98,881				(98,881	)							—
Network affiliate fees, net			167,012								167,012				(167,012	)							—
Circulation			128,168								128,168				—								128,168
Licensing			77,049								77,049				(457	)							76,592
Other			61,756								61,756				(9,507	)							52,249
Total operating revenues			2,154,634				—				2,154,634				(1,002,461	)			—				1,152,173
Costs and Expenses:
Employee compensation and benefits			597,094				(6,299	)			590,795				(128,995	)							461,800
Production and distribution			288,354				(694	)			287,660				(47,917	)							239,743
Programs and program licenses			221,167								221,167				(173,823	)							47,344
Marketing and advertising			152,515				(41	)			152,474				(138,600	)							13,874
Other costs and expenses			228,600				(1,030	)			227,570				(83,774	)							143,796
Total costs and expenses			1,487,730				(8,064	)			1,479,666				(573,109	)			—				906,557
Depreciation, Amortization, and (Gains) Losses:
Depreciation			62,878				(27	)			62,851				(19,842	)							43,009
Amortization of intangible assets			19,500								19,500				(17,614	)							1,886
Losses (Gains) on disposal of property, plant and equipment			602								602				(34	)							568
Hurricane recoveries, net			(983	)							(983	)			(273	)							(1,256	)
Net depreciation, amortization, and (gains) losses			81,997				(27	)			81,970				(37,763	)			—				44,207
Operating income			584,907				8,091				592,998				(391,589	)			—				201,409
Interest expense			(38,791	)							(38,791	)			1,354				32,502	(c)			(4,935	)
Equity in earnings of JOAs and other joint ventures			61,926				(23,532	)			38,394				(11,120	)							27,274
Miscellaneous, net			5,756				3				5,759				18								5,777
Income from continuing operations before income taxes and minority interests			613,798				(15,438	)			598,360				(401,337	)			32,502				229,525
Provision for income taxes			216,815				(5,534	)			211,281				(130,088	)			11,701	(d)			92,894
Income (loss) from continuing operations before minority interests			396,983				(9,904	)			387,079				(271,249	)			20,801				136,631
Minority interests			58,467								58,467				(54,431	)							4,036
Income (loss) from continuing operations		$	338,516			$	(9,904	)		$	328,612			$	(216,818	)		$	20,801			$	132,595
Income from continuing operations per share of common stock:
Basic		$	2.07							$	2.01											$	0.81
Diluted		$	2.05							$	1.99											$	0.80
Weighted average shares outstanding:
Basic			163,279								163,279												163,279
Diluted			165,435								165,435												165,435

See notes to unaudited Pro Forma condensed consolidated financial statements.

The E.W. Scripps Company
Notes to unaudited pro forma condensed consolidated balance sheet as of March 31, 2008 (In thousands)

(a)		Represents the assets, liabilities and equity of Scripps Networks Interactive (“SNI”), the common shares which were distributed to our shareholders on July 1, 2008.
(b)		Represents estimated cash inflows relating to (i) special cash dividend received from SNI of $430,000 and (ii) the receipt of $60,000, the amount drawn on our $200,000 credit facility. Such estimated cash inflows are partially offset by the repayment of corporate notes, borrowings and interest under our variable-rate credit facilities of $478,261.
(c)		Represents the write-off of the un-amortized balance of debt issuance costs of $1,419 related to the corporate debt and revolving credit facility repaid in connection with the SNI Spin-Off.
(d)		Represents the payment of the accrued interest related to the corporate notes and borrowings under our variable-rate credit facilities repaid in connection with the SNI Spin-Off.
(e)		Represents the repayment of the corporate debt $473,680 in connection with the SNI Spin-Off offset by the $60,000 drawn on the $200,000 credit facility.
(f)		Represents increase to our shareholders’ equity due to the special cash dividends received from SNI of $430,000. Such increase is offset by the net estimated loss of approximately $908 relating to the write-off of debt issuance costs, net of related taxes of $511.

The E.W. Scripps Company
Notes to unaudited pro forma condensed consolidated statement of income for
the three months ended March 31, 2008 and the years ended December 31, 2007, 2006 and 2005 (in thousands)

(a)		Represents the classification of Cincinnati Post and Kentucky Post newspapers that participated in the Cincinnati JOA as discontinued operations, in accordance with the provisions of FAS 144. The Cincinnati joint operating agreement with Gannett Co. Inc. was not renewed when the agreement expired on December 31, 2007. In connection with the termination of the JOA, we ceased publication of our Cincinnati Post and Kentucky Post newspapers that participated in the Cincinnati JOA.
(b)		Represents the results of operations of SNI, the common shares of which were distributed to our shareholders on July 1, 2008. Other costs and expenses includes $5,345 and $3,849 in the three months ended March 31, 2008 and year ended December 31, 2007, respectively, of transaction costs directly related to the consummation of the SNI Spin-Off. These non-recurring charges will be recorded within discontinued operations.
(c)		Reflects interest expense reduction on corporate debt of $6,094, $35,510, $52,085, $34,998 for the three months ended March 31, 2008 and years ended December 31, 2007, 2006, and 2005, respectively given the repayment of the corporate notes and borrowings under the variable credit facilities in connection with the SNI Spin-Off offset by interest expense of $615 in the three months ended March 31, 2008 and $2,496 in each of the years ended December 31, 2007, 2006 and 2005, related to our draw of $60,000 on the $200,000 credit facility with a five year maturity. The interest expense on the $60,000 draw has been computed using an assumed interest rate of 4.16%, which represents the LIBOR rate in effect as of March 31, 2008 plus 1.5%. Each one-eighth of one percent change in LIBOR would result in a change in interest expense of $75 per annum.
(d)		Represents the tax effects of (c) above using a tax rate of 36% which represents the federal statutory rate of 35%, plus state rate of 1%.