Ladies andgentlemen, thank you for standing by. Welcome to the E.W. Scripps Company thirdquarter earnings call. (Operator Instructions). I would now like to introduceyour host for today's presentation, Mr. Tim Stautberg, Vice President ofInvestor Relations.

Thank you. Goodmorning, all. Thanks for joining us. We'll start the conference call today withcomments from Ken Lowe, our President and CEO and Joe NeCastro, our ExecutiveVice President and Chief Financial Officer. Our preparedremarks should take about 20 minutes. We know you have busy schedules so we'llmake sure we're done by the top of the hour. Before we begin, let me introducethe other members of our senior management team who are here with us on thecall. Joining us are RichardBoehne, Chief Operating Officer; John Lansing, President of Scripps Networks;Mark Contreras, Senior Vice President of Newspapers, William Peterson, SeniorVice President of our TV Station Group; Lori Hickok, Vice President andController, and A.B. Cruz, our General Counsel. Let me remind youif you prefer to listen in on the web, you can go to scripps.com and click onthe shareholders button and find the link at the top of the page. An audioarchive will be available on scripps.com later today and we'll leave it therefor a few weeks so you can access it at your convenience. Our discussionthis morning will contain certain forward-looking statements and actual resultsmay differ from those predicted. Some of the factors which may cause results todiffer are set forth in our publicly filed documents including our 2006 Form10-K. Now, here's Ken.

Okay. Thank you,Tim. Good morning everyone. As always, we appreciate you joining us and ofcourse, your continued interest in the E.W. Scripps Company. This has been amomentous month for Scripps and its shareholders to say the least. Last week,we announced that our board of directors has unanimously authorized managementto pursue a separation of the company into two publicly traded enterprises. One, focused on national lifestyle mediabusinesses and the other, on local news information and entertainmentfranchises. And today, wereported improved consolidated results for the third quarter led by very strongdouble-digit revenue and segment profit growth at our Scripps Networks operatingdivision. During the thirdquarter, Scripps Networks accounted for nearly half of the company'sconsolidated revenue and 70% of segment profits. The superb financialperformance of Scripps Networks drove consolidated growth and looking ahead, weanticipate that strong performance at our national lifestyle brands willcontinue to carry the day for the balance of the year. The success we'rehaving at Scripps Networks is tied directly to the popularity of our flagshipnetworks, HGTV and Food Network and the momentum we're creating at our newerbrands, which include the DIY Network, the Fine Living TV Network and GreatAmerican Country. At HGTV, the newsis all good. Now, available in nearly 96 million homes, HGTV delivered a recordof 1.1 rating for the third quarter and has the average household audience forthe three month period climbed to one million, which by the way, is also arecord. September not onlymarked the highest month ever for young adult viewers, but it also helped thenow completed 2006-2007 season become the highest rated ever in the Network's history. Programminghighlights during the third quarter include the finale of our breakout hit,Design Star. Nearly four million women watched Kim Myles become this year'sDesign Star winner. Now, that's morewomen watching a single HGTV program than any other prime time series…

Thanks, Ken. Goodmorning, everyone. As we reported this morning, we had a very solid thirdquarter. After backing out the gain on Cityfeet, an investment we sold duringthe quarter, we beat the high-end of our forecasted EPS range by about $0.06. Cityfeet by theway was one of several interactive investments we made a few years ago that wedetermined were not core to our holdings. As for thequarter, the strong financial performance at Scripps Networks made thedifference. Ad sales tied to improved HGTV ratings, a solid prime time at Foodand a strong scatter market for all of our networks pushed total revenue wellpast our expectations. We also got a nice boost from the robust growth inon-line advertising. Looking ahead, wehad a very successful up-front this year with rate increases in the mid-singledigits even after the C3 conversion. Altogether, I'd say that all systems arego for our cable networks. As for other businesses,we're working through some challenges. At our newspapers, we're contending withweak local and classified advertising, as are all of our peers. All classifiedcategories are under pressure, but it is particularly acute in our Floridaand California markets, which arefeeling the full effects of the weak housing market. Here is a littlemore detail. Real estate classified revenue for our newspapers was down 18% andemployment was down 19%. Automotive was a little better, but not much, down 16%during the quarter. As Ken pointedout, our publishers have done a good job at keeping costs down. Newspaperexpenses were down about 4%, thanks in part to a voluntary separation plan weimplemented in the second quarter. Our newspapers also benefited from fallingnewsprint prices and overall lower newsprint usage. Our newsprint expenses weredown 20% in the third quarter. In our Station Group,the quarter played out pretty much as expected. Local and national advertisingwere up, but not as strongly as…

(OperatorInstructions) Our first question or comment comes from the line of Alexia Quadranifrom Bear Stearns.

Thank you. Acouple of questions, first, on the changes you've made in the day part at FoodNetwork. When do you think you might see some traction from those changes,maybe some improvement in ratings there? And second question is on uSwitch, Iknow you made a move into some new verticals in uSwitch earlier in the year.When do you think you'll see some benefit from that as well?

I'll take thefirst one. We're very busy right now at Food Network, investing both in newtalent, acquisitions, as well as programming concepts, as well as newprogramming for existing series that have been successful in the past, as wellas adding marketing support and I anticipate that we would begin to see thatimprovement in the first quarter.

On your questionabout uSwitch, yes, uSwitch has expanded into some other verticals and hasfound a lot of traction there and those results are pretty good. The problem isat the same time the core energy market continues to be very weak so we'rereally kind of hunkered down at the moment just trying to conserve our capitaland be careful about how we expand there. But long-term, wehave one of the very strongest brands in the United Kingdom. The market is very strong overthere. We have a very good management team. And we think those other verticals--personalfinance, car insurance and the others--will continue to grow in advance underthat uSwitch brand.

Just so Iunderstand it correctly in uSwitch, it’s really I guess the weakness is morebecause of the pricing environment among the utility providers is not overlycompetitive right now more than the function of how you on uSwitch ispositioned, is that fair?

That's absolutelycorrect. uSwitch is positioned very well, but the energy prices are down andthere is not a lot of energy switching. At the moment, that's the core productso hence the weakness that you're seeing.

And then just onelast question on the newspaper side of the business. I know you don't reportmonthly numbers, but could you give us a sense how newspapers may be trended inthe quarter. Did you see a dramatic drop-off as the quarter progressed or is itpretty evenly across the quarter?

It was really kindof a market-by-market phenomenon. I can't tell you that there was a trenddownward as August and September trailed off. The only trend that may be ofinterest is expenses continued to come in strong and we anticipate that trendgoing into the fourth quarter as well. I'm reluctant to give any visibility inthe fourth quarter at this point.

Our next questioncomes from the line of Mr. John Janedis from Wachovia.

Hi, thank you.Good morning. A couple of questions. One is, maybe to pile on a little bit. Canyou talk more about the reduced on-line switching activity, uSwitch? Should welook at that as a permanent shift? And what's the catalyst to increaseswitching given the competitive environment?

The catalyst wouldbe raising energy prices in the United Kingdom.That's the core issue right there. It’s not anymore complicated than that.Energy prices have been flat-to-down over the past now almost nine months. Andthat has really reduced switching activity. It’s really not anymore complicatedthan that. We feel and alwayshave felt based on the due diligence we did that long-term energy prices willincrease in United Kingdomand in Europe and should be a very robust market, but itis very volatile as being demonstrated over the past nine months. So, we'reconfident it will come back. But when is a tough call at this moment.

Okay. And thenjust from the cable side, how do you feel about the scatter market todayrelative to maybe your second quarter call and have you felt any kind ofpositive impacts from any make-up situations from the networks on broadcast?

I'm sorry. Onbroadcast?

Are there any make-upsituations in the broadcast network side that are helping you, specifically?

The answer to thatis yes. There are some under-delivery issues with the major broadcast networksthat are eating up a lot of inventory and then creating opportunity for cablenetworks, ours in particular. We're continuingto see the same strength that we saw in the third moving into the fourth. So,we're seeing scatter versus scatter pricing up in the 9% to 10% range andscatter versus up-front in the 25% range and continue to see that goingforward.

Great, thanks. Andquickly, Joe, just on the tax rate, can you give us a sense of the fourthquarter?

Let me dig thatout, John. I'll break back in when I have it.

All right, thanks.

Our next questionor comment comes from the line of Mr. Peter Appert from Goldman Sachs.

Thank you,follow-up question for Mark. Mark, you reported and some of the otherpublishers have reported notable improvement in the national category. Can youjust talk a little about what's driving that and the sustainability of that?

Peter, a largepart of that is because we made an investment in January to wrap ourselves ineffect with three people dedicated to selling both print and on-lineadvertising. So, while we've had some categories kind of help us organically,much of that increase was attributable to the fact that we put some elbowgrease into it. And our returnfrom that investment is more than two to one at this point, in terms of dollarsspent for revenue generated. Because we're finding that there is a lot ofrevenue out there if you can put on-line revenue in one package and nationalprint in one package to really focus on it. It is a small category for us.

Sure. So, it isnot category specific.

No. It’sattributable to the extra resources, we dedicated to it.

Okay and thankyou. And then on related question, I guess for Ken. There's been quite a bit ofvolatility in the profitability of the interactive segment since you boughtShopzilla. I'm wondering ifyou could just give us help in terms of understanding, where you think itsettles out, in terms of what kinds of margins are achievable or sustainable inthis business in '08 and beyond?

A firm grasp ofthe obvious; there has been a lot of volatility. You know, on the Shopzillaside, some of that volatility has come from increased competition from some ourretail partners and the whole pricing structure of keyword marketing, all ofthe things you know. But I think, thetake away is even with the management change, we've come through in pretty goodshape, all things considered and I'm very impressed with Bill Glass and histeam and how though have adapt and continue to continue to adapt to this changein market place. And as you heardin my remarks and Joe's, we're feeling very good about where we are withShopzilla right now and our ability to adjust to the competitive environment.Rich talked a little bit about uSwitch. We’ve got a great management team thereunder Andrew Salmon. So, while there isvolatility in these businesses, we have said all along we knew that going in.Not a lot different in the early days of when we were launching the cablenetworks. And we would be on calls of this nature and talking about the ups anddowns of where we were with the growing new business. As far aslong-range and looking at margins, I think at this point, I would pass on thatonly because we need to get a little bit more into '08 to get a better feel forhow these businesses are really shaping up.

With respect toJohn Janedis' question, we expect that the tax rate in the fourth quarter to beup some from the third quarter and there were some positive adjustments. And the rate hasbeen up and down. We expect the full year effective rate to be somewherebetween 31%-31.5% so you can kind of derive what the fourth quarter rate oughtto be.

And is that thesame rate you think in '08, Joe?

It is early tothink about that. It could be up just slightly, but I think it will be in thesame ballpark.

Our next questionor comment comes from the line of Mr. Joe Arns from Banc of America.

Yes. Good morning.It looks like even if I take out the effective lower newsprint cost figure, yournewspaper costs were down about 2% to 3% in the quarter, is it possible tosustain this level of cost reduction going forward? And if so, where can youtake out costs for which you are going to propose the separation plan. Then secondquestion, can you tell us how much your revenue at Food Network and HGTV comesin primetime? Thanks.

I'll take thenewspaper expense question. We're being very disciplined about where, when andwhy we spend money. We're going to spend money in three areas: to grow ourInternet business, to grow our local retail territories and to grow our nicheproducts. Beyond that, we'retaking a look under every rock for ways to reduce expenses. The reductions thatwe've had so far in the third quarter represent about a 6% net reduction inFTEs to the extent that we add anybody, it is going to be to fill those threerevenue areas and we are looking enterprise-wide at looking at functions thatwe can centralize or outsource. So, I guess theshort answer to you is that we're committed to keeping our eye very closely onexpenses, because it is a necessity at this point in the cycle of our business.We do think that the investments in those three other areas do have a returnand that's why we're going to keep continued spending on those. But our plan is tolook for the foreseeable future with expenses net, net, net down, and excludingnewsprint, obviously because of the fluctuations there. Hope that's helpful.

Yes and Joe, onthe revenue-related to primetime, really depending on the network, depending onthe quarter, it would fall within a range of 30% to 40%.

Our next questionor comment comes from the line of Mr. Craig Huber from Lehman Brothers.

Yes, good morning.A few questions, first one, just to go back to just recently, you announcedyou're breaking up the company. Can you just discuss the Scripps family trust.Are there any restrictions in there that prevent you in the future perhaps fromselling the cable network interactive sub company in the future?

I tell you what wedo know. After the split, we will have identical capital structures. The trustwill continue to control both companies. What we know about the trust and itsrestrictions is that it must control a company called E.W. Scripps Company andit will continue to control that company. That company mustbe in the newspaper business, which obviously it will continue to bepost-split. We're not making any assumptions about it but we don't anticipateany restrictions on the trust with respect to the other company.

Okay. Then alsojust a few nit-pick questions. 2008 CapEx just in light of the one-time itemsyou're talking about this year, and also newspaper costs, you mentioned in yourguidance fourth quarter, newspaper costs would be down slightly. I believe in thethird quarter is down 5%-5.5%, looked like the comparison is pretty identicalyear-over-year. Why the slowdown? Is the mixture in investment spendingperhaps, going on in the fourth quarter?

2008 CapEx, wehave not finalized budgets. I would anticipate that, on a consolidated basis,they could be similar to this year because the significant bulk of the Network'sexpansion expenses will be next year. And then Napleswill also kick in much more significantly next year. So, I wouldn't besurprised to see '08 to be of a second large year in a row. Beyond that, Iexpect, on a consolidated basis again, they would fall off significantly afterthat. Probably down to half, to that level. And your second question was on?

Overall newspapercosts.

The biggest chunkthere obviously is going to be newsprint pricing and usage and that's what isdriving much of that. In addition, we're going to hold the line on FTEs, we'redown about 300 FTEs, which is about 6%. That will continue largely into thefourth quarter. We'll have some spending on Internet marketing and executing ofthe Yahoo deal, but those are the major drivers of our expenses for the fourthquarter.

And then lastly,if I could, just concerning the up-front market for cable networks, can youjust give us a sense of what the ratings guarantee percent change that you'veguaranteed your advertisers for this new year?

You know, I wouldrather not get into this specific ratings guarantees other than to say that weenjoyed a pricing increase going into next year of double digits once you countthe C3 effect, 5% and 6% on top of the C3, but in terms of the actualguarantees, I would rather stay away from that, Craig.

Our next questionor comment comes from the line of Mr. Fred Searby from J.P. Morgan.

Thank you.Congratulations on the quarter. I had a couple of questions. One, could youbreak out whether you saw any revenues from the Kohl's deal and where that'sgoing, to what line item that's going into. I don't know if that's in the FoodNetwork. Secondly, Foodratings were weak this quarter and HGTV's were stellar. I follow them. I'm justcurious as to why they had the same revenue growth. That surprised me. Iexpected HGTV to have very strong, but I was surprised by how strong Food was. If you could giveme more color on why there seems to be a parity in spite of the fact that HGTVis not going to cover up the bone; it’s a little bit of lackluster. And thenthe Comcast deal you struck on affiliate fees; affiliate fees were up nicely at23%. Did that go into effect in the quarter and is that helping to boost it atiny bit?

Let me start withComcast. We were accruing that revenue from Jan 1 throughout the year assumingthe completion of the deal, Fred. As far as revenue HGTV and Food, both, if youlook at primetime, both networks had a stellar quarter. In fact, both hit alltime highs in primetime. Both airing theirsignature series, next Food Network Star and Design Star and our ad sales grew,did an unbelievably great job monetizing those projects both on air andon-line. And as you know, our on-line revenue flows through the P&L of thenetworks themselves. So, we had a greatdeal of positive momentum driven through prime time during the quarter. AndHGTV was fighting back somewhat. If you recall, we were in a bit of a hole inthe second quarter with HGTV daytime. And so, we werefighting back HGTV daytime in the third quarter and thanks to the great work atthe brand, they were able to turn that around. But some of the inventory in thethird quarter was used to make good some of the guarantees from the secondquarter and that would have a balancing effect on the daytime of both HGTV and Food. And then as far asthe Kohl's revenue, that flows through the Food Network, P&L through otherrevenue.

Ok. I didn't evenlook at what the other was in Food. But was that material and should we expectthat to pick up going forward?

It is early. Notyet material. But by the way, the sales at Kohl’s have been really good and infact, we're told by our partner at Kohl's, we're 15% ahead of their expectationsquarter-to-date and so, we're very optimistic about where that will go.

One more question.So, it sounds like the parity was a little bit due to make goods at HGTVrelated to prior softness in the daytime ratings. HGTV should have a much, muchstronger than Food given where things are tracking right now for the trendsgoing into the fourth quarter I would assume. So, we should see that disparitywiden, right?

Well, there's onemitigating effect. Generally, that would make sense. The one mitigatingpositive effect is that the fourth quarter is typically Food Network'sstrongest quarter. Because of the holiday season, it really goes hand-in-handwith programming on Food Network and our ratings--even our daytime ratings,which admittedly we’re still working up out of some areas where we have someissues--but they will, without question, be the strongest of the last threequarters during this year's fourth quarter, based on just the traditionaltrends. So, generally,what you're saying is true although I would only say it would be mitigated bythe general strength of Food Network in the fourth quarter even in a down year.

Our next questionor comment comes from the line of Mr. Thomas Rousseau from Rousseau Gardner.

Great news and twoquestions. Joe, as it relates to Shopzilla, you mention that the net revenuewas up 10%. It was a balance between the mix shift between purchase and freeand I wonder if you can describe those components a bit more?

Yeah, Tom, wehaven't generally given the split up between the two, but I will tell you thatwe're getting a lot more effective in our keyword buying and I think we've beenable to be a lot more efficient. We, earlier in theyear expanded our capability to bid on a much, much larger quantity of namesand we worked through that and as we have pared that back down, we've been ableto get, we've been able to get a lot more efficient and smarter about what webuy and what we pay for them. The free trafficon the other side is up over 20% year-over-year. We feel really good aboutthat. A lot of the initiatives they've been spending money on through sitedevelopment have been centered around the user experience and getting in to bemore of a choice, a destination, if you will. And I think that's starting topay off handsomely.

Ok. So and thatfree traffic which is what you were hoping for initially is starting to panoff.

Yes, it is.

Good. Mark, couldyou bring us up to date on your end of the roll-out with the Yahoo consortium,whether anything has yet surfaced and then independently, how your digital isworking away from the national category, which you discussed, succeeded becauseof staffing that you put on that task. How is it goingacross the other categories in terms of staffing and the effectiveness of yourin-house Internet ad sales efforts and what's happening with Yahoo?

I'll start, Tom,with the Yahoo deal. We've got two batches of papers, one batch that went intothe Yahoo co-branded site in December, the other that went into the summer.When you look at their year-over-year performance in terms of page views, abouta 7 to a 10 point improvement after versus before. The Yahoo deal clearly hasdone good things for us. I just took a lookat this. If you took all of the job listings in our markets and you looked athow many just the Newspaper had, how many Hot Jobs had, how many Career Builderhad, how many Monster had and you threw them all into a bucket, duplicated. The Hot Jobs/Newspapergroup is about equal to the combination of Monster and Career Builder, at leastin our market. So, that, to me, also is another important guidepost that thedeal is positive for us.

And is that marketshare bigger now that you've joined the Hot Jobs’ effort or was that thehistoric relation of Hot Jobs against the newspaper or Career Builder and Monster?

I don't know theanswer to that question.

Okay.

But I do know whenwe're combined with them, it is a powerful partner to have. We knew going inthat they had significant traction but their traction has grown as a result oftheir affiliation with us as well. And in terms of just generally, our on-linebusiness, we're happy with the traffic. We're happy with the audience we'regenerating. Again, just acouple of anecdotes. The impressions that we're serving are up 60% as the CPMsthat we're getting for those banner advertisements are up 90% again Q3 versusQ3. So, in general, we're very happy with our on-line business overall. Andit’s becoming an increasingly big part of our business. It is about 10% to 12%of our profit.

Already?

And about 8% ofour ad revenue, so, we're generally very happy.

Our next questionor comment comes from the line of Mr. Paul Ginocchio from Deutsche Bank.

Thanks, a questionfor Joe. As you generate cash over the next couple of quarters, the secondquarter, can you just talk about what you'll do ahead of the split. You justpay down debt if you can pay down debt or just build cash. Thanks.

Sure, Paul, we'regoing to continue to do what we've done in terms of, continue to buy backshares under this program that we've initiated. In fact, we're going back tore-up in a couple of weeks at the next board meeting. So, that willcontinue. We will use the excess cash to pay down debt if possible, but I thinkwe're going to have a fair amount of capital spending in the fourth quartercertainly on some of these projects maybe in the next year. So, I don'tanticipate a significant reduction in debt between now and then.

Okay. So, you canbuy shares right up until the split.

Yes.

(OperatorInstructions) Gentlemen, I'm showing no additional questions or comments in thequeue at this time.

Thank you, operator.I will be available this afternoon if you should have further questions. Thenumber is 513-977-3826. Otherwise, thank you for your participation today andhave a great day.

Ladies andgentlemen, this does conclude our conference for today. Everyone have awonderful day.