•	The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•	Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•	The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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1.

In connection with your discussion of the variances in (A) the amounts reported for various line items presented on the face of your consolidated financial statements and/or (B) the costs incurred by your segments, you identify multiple factors that have contributed to/resulted in the fluctuations in the amounts recognized. However, each factor identified may not be quantified. For example, on page F-8 you identify (a) the restoration of employer matching contributions for your defined contribution plan, (b) the introduction of supplemental retirement plan contributions for certain employees nearing retirement age, (c) an increase in non-forfeitable contributions to employee health savings accounts, and (d) a decrease in the number of employees in 2011, as compared to 2010, as the primary factors that resulted in the variance in employee compensation and benefit costs reported for fiscal year 2011, as compared to fiscal year 2010. However, you did not quantify the specific impact that any of the aforementioned factors had on the amount of employee compensation and benefit costs recognized. Additional examples are contained within your analysis for the television segment with regard to expenses for programs and program licenses for 2011, as compared to 2010, on page F-12 and other expenses for 2010, as compared to 2009, on page F-12. When two or more factors are cited as a cause of a variance in any of your costs, especially when offsetting factors are identified, please quantify the impact of each factor cited so that investors may understand the magnitude and relative impact of each on your results. Refer to section 501.04 of the Codification of Financial Reporting Releases for further guidance.

•	We restored employer matching contributions to our defined contribution plan in the third quarter of 2010. Employer matching contributions were $6.6 million in 2011 and $1.9 million in 2010.

•	We froze the accrual of benefits under our defined benefit pension plans in 2009. In connection with freezing the plan, in the first quarter of 2011 we began making supplemental retirement plan contributions to the defined contribution accounts of employees nearing retirement age in the first quarter of 2011. The contributions, which will continue through 2015, were $2.9 million in 2011.

•	Reductions in force and attrition reduced the number of employees in our newspaper division in 2011 compared to 2010 by approximately 2%, resulting in a $4.0 million reduction in employee compensation and benefits in 2011.

2.

We note that “other expenses,” as reported on the face of your statements of operations, have represented between approximately 31.6% and 33.2% of your “total costs and expenses” for each of the fiscal years reflected in the financial statements. Based upon your MD&A disclosure regarding the variances in both the reported consolidated amounts and the amounts recognized by your segments, it appears that other expenses reflect the aggregation of numerous costs that may fluctuate independent

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3.

We note that your effective income tax rate has fluctuated significantly over the three-year period reflected in your statement of operations. However, your MD&A disclosure regarding the effective income tax rates realized for each of the three years primarily lists numerous factors that could have contributed to either an increase or a decrease in your effective income tax rate above/below the U.S. Federal statutory rate, without discussing the reasons why or the amount by which any of the identified factors impacted your effective tax rate. Please revise your disclosure to discuss the impact that each identified income tax item had on your effective tax rate, or advise. Provide your proposed expanded disclosure as part of your response.

•	In 2011 we recorded a benefit of $1.6 million when we settled the examinations of our 2005 to 2009 federal tax returns with the Internal Revenue Service (“IRS”), increasing the effective tax benefit rate by 6.6 percentage points.

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•	During 2010, we reduced our reserves for uncertain tax positions by $14.0 million upon the lapse of the statute of limitations and the settlement of the examinations of certain state and local tax returns. The reduction in the reserve for uncertain tax positions reduced our effective rate by 48.9 percentage points.

4.

We note that your MD&A disclosure regarding “Business Segment Results” does not include a discussion of the results of your “Syndication and other” segment or “Corporate and shared services.” While we acknowledge that the “Syndication and other” segment and “Corporate and shared services” costs may not warrant a discussion at the same level of detail that you provide for your “Television” and “Newspapers” segments due to their relative size, we believe that it may be appropriate to address any material changes in the revenues, costs, and/or results recognized by these operations. Please revise your disclosure accordingly, or advise.

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5.

Please refer to your discussion of net cash provided by operating activities for fiscal year 2011, as compared to fiscal year 2010, in the Form 10-K, and the discussion in the Form 10-Q for the period ended September 30, 2012. While we acknowledge that your disclosure identifies various factors that impacted your company’s cash flow from operating activities, we do not believe that the disclosure provides a clear and full discussion or analysis of the factors contributing to and/or reasons for the material changes in the reported net cash provided by operating activities. In this regard, we believe that the relationship between the factors identified, quantified, and discussed in your disclosure and the variance in the amounts reported as net cash provided by operating activities for fiscal years 2011 and 2010 should be more apparent and robust. Please revise your disclosure, as appropriate, and provide us with a copy of your intended revised disclosure.

•	A tax receivable of $24.5 million for refunds of our 2011 net operating loss increased working capital in 2011.

•	Accruals for payments under our annual incentive plans decreased working capital by $8 million in 2010. We reinstated our annual incentive plan in 2010 after suspending it in 2009.

•	Working capital was reduced by $8 million in 2010 and increased $8 million in 2011 due to the timing of network affiliation payments. During 2010 we did not make network affiliation payments to ABC while we were negotiating the renewal of our affiliation agreements. The network affiliation payments were made in 2011 upon execution of the renewals.

•	In 2010 working capital was decreased by a $7 million payment from SNI for their share of taxes prior to the Spin-off.

6.

In connection with the above comment, we note that amounts reported as “other changes in certain working capital accounts, net” in the statements of cash flows reported in the Form 10-K and September 30, 2012 Form 10-Q vary significantly between the reported periods. However, it does not appear that you have identified all material factors and quantified, as appropriate, to substantially account for the changes. Please revise your disclosure accordingly. Include a discussion of any associated underlying drivers so that investors may better understand the reason for the change in any additional factors identified and how they directly affect cash. Please note that references to results of operations, recorded on an accrual basis, and changes in working capital line items on the balance sheets may not provide a sufficient basis for a reader to analyze the change in the amount of cash provided by or used in operating activities. For further guidance, please refer to Section IV.B.1 of “Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations,” which is available on our website at http://www.sec.gov/rules/interp/33-8350.htm. Provide us with a copy of your intended revised disclosure.

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•	A tax receivable of $24.5 million for refunds of our 2011 net operating loss increased working capital in 2011.

•	Accruals for payments under our annual incentive plans decreased working capital by $8 million in 2010. We reinstated our annual incentive plan in 2010 after suspending it in 2009.

•	Working capital was reduced by $8 million in 2010 and increased $8 million in 2011 due to the timing of network affiliation payments. During 2010 we did not make network affiliation payments to ABC while we were negotiating the renewal of our affiliation agreements. The network affiliation payments were made in 2011 upon execution of the renewals.

•	In 2010 working capital was decreased by a $7 million payment from SNI for their share of taxes prior to the Spin-off.

7.

Please expand your disclosure to include a comparative analysis of the cash flows attributable to your continuing operating activities, investing activities, and financing activities for the two earliest periods presented in the statement of cash flows – for example, fiscal year 2010, as compared to fiscal year 2009. Refer to the Instructions to paragraph 303(a) of Regulation S-K for further guidance.

8.

We note that the term loan, which you entered into on December 9, 2011, incurs interest based upon a variable rate. As such, we believe that you should expand the disclosure regarding your contractual obligations to discuss (A) the fact that the estimates of your future interest payment obligations may be subject to change, (B) the manner in which your estimates of future interest payment obligations were derived, and (C) the nature of any material assumptions that may be subject to change. For example, if the future interest obligations have been estimated based upon the interest rate in effect as of your balance sheet date and/or based upon any other material assumptions, please disclose such information, as applicable. In addition, we note that subsequent to fiscal year 2011, you entered into an interest rate swap agreement, which has effectively fixed the interest rate incurred on a portion of the term loan borrowings. In this regard, your expanded disclosure should also explain whether the estimates of your future interest payment obligations give effect to the impact of the interest rate swap agreement.

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9.

Please tell us why your minimum pension funding obligations are expected to (A) increase significantly for fiscal years 2013 through 2016 (i.e., years two through five in your contractual obligations table) and (B) decline to a de minimis amount for the five-year period, thereafter. In this regard, consider whether it would also be appropriate to expand your disclosure to discuss the anticipated variances in your minimum pension funding obligations.

10.	Per your disclosure on page F-36, almost all of your deferred tax assets reverse in 2012 and 2013. Please explain to us why this is the case. In so doing, tell us and disclose the impact on this reversal of “deferred compensation and retiree benefits not deductible until paid,” which makes up a significant portion of your deferred tax balance.

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11.

We note from your disclosure in the “Executive Overview” section of MD&A (i.e., on page F-20) that in September of 2012, you launched two original shows in various markets, with the intention of rolling them out in the rest of your markets when contractual conditions permit. You also disclose that these two original shows can be syndicated to non-Scripps markets. Please tell us how you are recognizing or plan to recognize the production costs associated with these shows. In addition, tell us whether you intend to syndicate these original shows and, if so, whether your plans to syndicate the shows have impacted the manner in which you are accounting for the associated production costs. Lastly, given that you appear to be the creator of the shows, please describe for us the nature of the contractual conditions that may delay or prevent the launch of the shows in the remainder of your markets. In this regard, also tell us (A) the anticipated timing of launch of the shows in the rest of your markets and (B) whether any delays in the launch of the shows in those markets has impacted the manner in which you are accounting for the associated production costs. Revise your disclosure in Note 1 to discuss your accounting policies related to the production of original programming, as appropriate.

12.

Based upon the disclosure on page F-21, you appear to be focusing certain of your business development efforts on digital media initiatives and new or soon-to-be-delivered products on a variety of digital platforms. We also note that your company launched its first paid, national mobile “app” during the second quarter of fiscal year 2012, and similar national products are due to be launched in the coming months. With regard to paid mobile apps, please describe for us and, as appropriate

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