The E.W. Scripps Company (SSP) 8-K Completion of Acquisition or Disposition of Assets

EXHIBIT 99.09

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

On June 3, 2010, The E.W. Scripps Company (the “Company”) and its wholly owned subsidiary, United Feature Syndicate, Inc.(“UFS”) completed the previously announced sale of the character licensing business (the “Business”) to Iconix Brand Group, Inc. The aggregate cash sale price was $175 million. The sale also included certain portions of the UFS syndication business, the impact of which has not been included in this pro form financial information since it is not significant. The transaction sales price is subject to a final post-closing working capital adjustment.

The transaction includes the Business’ operations located in the United States and Japan.

The following unaudited pro forma condensed consolidated financial statements reflect the disposition of the Company’s character licensing business. The unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to the disposition as if it had occurred on March 31, 2010. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007, and for the three-months ended March 31, 2010, give effect to the disposition as if it had occurred on January 1, 2007.

The unaudited pro forma condensed consolidated information is based upon the historical consolidated financial statements and notes thereto of the Company and should be read in conjunction with the historical financial statements and the accompanying notes of the Company included in the December 31, 2009 Form 10-K, the Company’s Quarterly Report on Form 10-Q for the three-months ended March 31, 2010, and the accompanying notes to the unaudited pro forma condensed consolidated financial information.

The pro forma adjustments are based upon currently available information and certain estimates and assumptions, and therefore, the actual results may have differed from the pro forma results. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transaction as contemplated, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma financial information.

The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the disposition had been completed at the dates indicated. The information does not necessarily indicate the future operation results or financial position of the Company.

The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2010

						Pro Forma
			Sale of			Adjustments			E.W. Scripps
(In thousands)	Historical		Licensing			(a)			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	5,968	$	97,258		$	(10,400	)	$	92,826
Short-term investments		22,872		—			—			22,872
Accounts and notes receivables, net		109,093		(9,461	)		—			99,632
Inventory		7,087		—			—			7,087
Deferred income taxes		16,614		—			—			16,614
Income taxes receivable		70,655		—			—			70,655
Miscellaneous		18,172		(5,609	)		—			12,563
Total current assets		250,461		82,188			(10,400	)		322,249
Investments		10,668		—			—			10,668
Property, plant and equipment, net		414,168		(6,224	)		—			407,944
Intangible assets, net		24,136		—			—			24,136
Deferred income taxes		58,770		1,600			—			60,370
Miscellaneous		14,216		—			—			14,216
TOTAL ASSETS	$	772,419	$	77,564		$	(10,400	)	$	839,583
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	27,042	$	(1,566	)	$	—		$	25,476
Customer deposits and unearned revenue		37,241		(12,944	)		—			24,297
Accrued liabilities:
Employee compensation and benefits		33,578		(1,085	)		—			32,493
Accrued talent payable		10,447		(9,712	)		—			735
Miscellaneous		20,204		(173	)		—			20,031
Other current liabilities		7,934		(32	)		—			7,902
Total current liabilities		136,446		(25,512	)		—			110,934
Long-term debt		11,376		—			(10,400	)		976
Other liabilities (less current portion)		183,353		4,732			—			188,085
Equity		441,244		98,344			—			539,588
TOTAL LIABILITIES AND EQUITY	$	772,419	$	77,564		$	(10,400	)	$	839,583

See notes to unaudited Pro Forma condensed consolidated financial statements.

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The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2010

							Pro Forma
				Sale of			Adjustments		E. W. Scripps
(In thousands, except per share data)	Historical			Licensing			(b)		Pro Forma
Operating Revenues:
Advertising	$	138,316		$	—		$	—	$	138,316
Circulation		32,144			—			—		32,144
Licensing		14,602			(14,602	)		—		—
Other		13,953			(133	)		—		13,820
Total operating revenues		199,015			(14,735	)		—		184,280
Costs and Expenses:
Employee compensation and benefits		89,296			(2,531	)		—		86,765
Programs and program licenses		14,424			—			—		14,424
Newsprint and press supplies		11,978			—			—		11,978
Other costs and expenses		66,386			(9,739	)		—		56,647
Separation and restructuring costs		3,343			—			—		3,343
Total costs and expenses		185,427			(12,270	)		—		173,157
Depreciation, Amortization, and (Gains) Losses:
Depreciation		11,446			(165	)		—		11,281
Amortization of intangible assets		338			—			—		338
(Gains) losses, net on disposal of property, plant and equipment		732			(19	)		—		713
Net depreciation, amortization, and (gains) losses		12,516			(184	)		—		12,332
Operating income (loss)		1,072			(2,281	)		—		(1,209	)
Interest expense		(848	)		—			350		(498	)
Miscellaneous, net		(490	)		103			—		(387	)
Loss from continuing operations before income taxes		(266	)		(2,178	)		350		(2,094	)
Provision (benefit) for income taxes		614			(993	)		130		(249	)
Loss from continuing operations	$	(880	)	$	(1,185	)	$	220	$	(1,845	)
Loss from continuing operations per share of common stock:
Basic	$	(0.02	)						$	(0.03	)
Diluted	$	(0.02	)						$	(0.03	)
Weighted average shares outstanding:
Basic		55,076								55,076
Diluted		55,076								55,076

See notes to unaudited Pro Forma condensed consolidated financial statements.

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The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Year Ended December 31, 2009

							Pro Forma
				Sale of			Adjustments		E. W. Scripps
(In thousands, except per share data)	Historical			Licensing			(b)		Pro Forma
Operating Revenues:
Advertising	$	565,708		$	—		$	—	$	565,708
Circulation		115,873			—			—		115,873
Licensing		69,876			(69,876	)		—		—
Other		50,903			(86	)		—		50,817
Total operating revenues		802,360			(69,962	)		—		732,398
Costs and Expenses:
Employee compensation and benefits		376,466			(9,661	)		—		366,805
Programs and program licenses		52,530			—			—		52,530
Newsprint and press supplies		53,544			—			—		53,544
Other costs and expenses		266,489			(47,724	)		—		218,765
Separation and restructuring costs		9,935			—			—		9,935
Total costs and expenses		758,964			(57,385	)		—		701,579
Depreciation, Amortization, and (Gains) Losses:
Depreciation		43,342			(812	)		—		42,530
Amortization of intangible assets		1,830			—			—		1,830
Impairment of goodwill, indefinite and long-lived assets		216,413			—			—		216,413
(Gains) losses, net on disposal of property, plant and equipment		(444	)		—			—		(444	)
Net depreciation, amortization, and (gains) losses		261,141			(812	)		—		260,329
Operating loss		(217,745	)		(11,765	)		—		(229,510	)
Interest expense		(2,554	)		—			1,065		(1,489	)
Equity in earnings of JOAs and other joint ventures		1,745			—			—		1,745
Miscellaneous, net		(673	)		(323	)		—		(996	)
Loss from continuing operations before income taxes		(219,227	)		(12,088	)		1,065		(230,250	)
Benefit for income taxes		(27,172	)		(5,191	)		405		(31,958	)
Loss from continuing operations	$	(192,055	)	$	(6,897	)	$	660	$	(198,292	)
Loss from continuing operations per share of common stock:
Basic	$	(3.56	)						$	(3.68	)
Diluted	$	(3.56	)						$	(3.68	)
Weighted average shares outstanding:
Basic		53,902								53,902
Diluted		53,902								53,902

See notes to unaudited Pro Forma condensed consolidated financial statements.

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The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Year Ended December 31, 2008

							Pro Forma
				Sale of			Adjustments		E. W. Scripps
(In thousands, except per share data)	Historical			Licensing			(b)		Pro Forma
Operating Revenues:
Advertising	$	758,393		$	—		$	—	$	758,393
Circulation		113,398			—			—		113,398
Licensing		76,452			(76,452	)		—		—
Other		53,420			(5	)		—		53,415
Total operating revenues		1,001,663			(76,457	)		—		925,206
Costs and Expenses:
Employee compensation and benefits		446,775			(10,503	)		—		436,272
Programs and program licenses		48,290			—			—		48,290
Newsprint and press supplies		83,029			—			—		83,029
Other costs and expenses		304,104			(53,758	)		—		250,346
Separation and restructuring costs		33,506			—			—		33,506
Total costs and expenses		915,704			(64,261	)		—		851,443
Depreciation, Amortization, and (Gains) Losses:
Depreciation		43,681			(327	)		—		43,354
Amortization of intangible assets		3,220			—			—		3,220
Impairment of goodwill, indefinite and long-lived assets		809,936			—			—		809,936
(Gains) losses, net on disposal of property, plant and equipment		(5,809	)		—			—		(5,809	)
Net depreciation, amortization, and (gains) losses		851,028			(327	)		—		850,701
Operating loss		(765,069	)		(11,869	)		—		(776,938	)
Interest expense		(10,740	)		—			360		(10,380	)
Equity in earnings of JOAs and other joint ventures		4,265			—			—		4,265
Write-down of investment in newspaper partnership		(20,876	)		—			—		(20,876	)
Losses on repurchases of debt		(26,380	)		—			—		(26,380	)
Miscellaneous, net		6,731			(542	)		—		6,189
Loss from continuing operations before income taxes		(812,069	)		(12,411	)		360		(824,120	)
Benefit for income taxes		(260,718	)		(4,874	)		135		(265,457	)
Loss from continuing operations	$	(551,351	)	$	(7,537	)	$	225	$	(558,663	)
Loss from continuing operations per share of common stock:
Basic	$	(10.19	)						$	(10.33	)
Diluted	$	(10.19	)						$	(10.33	)
Weighted average shares outstanding:
Basic		54,100								54,100
Diluted		54,100								54,100

See notes to unaudited Pro Forma condensed consolidated financial statements.

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

							Pro Forma
				Sale of			Adjustments		E. W. Scripps
(In thousands, except per share data)	Historical			Licensing			(b)		Pro Forma
Operating Revenues:
Advertising	$	841,422		$	—		$	—	$	841,422
Circulation		118,696			—			—		118,696
Licensing		71,902			(71,902	)		—		—
Other		47,400			(264	)		—		47,136
Total operating revenues		1,079,420			(72,166	)		—		1,007,254
Costs and Expenses:
Employee compensation and benefits		463,240			(9,220	)		—		454,020
Programs and program licenses		47,231			—			—		47,231
Newsprint and press supplies		86,296			—			—		86,296
Other costs and expenses		318,263			(50,160	)		—		268,103
Separation and restructuring costs		257			—			—		257
Total costs and expenses		915,287			(59,380	)		—		855,907
Depreciation, Amortization, and (Gains) Losses:
Depreciation		41,541			(142	)		—		41,399
Amortization of intangible assets		3,090			—			—		3,090
(Gains) losses, net on disposal of property, plant and equipment		(27	)		—			—		(27	)
Net depreciation, amortization, and (gains) losses		44,604			(142	)		—		44,462
Operating income		119,529			(12,644	)		—		106,885
Interest expense		(35,730	)		—			4,760		(30,970	)
Equity in earnings of JOAs and other joint ventures		8,262			—			—		8,262
Miscellaneous, net		15,757			(799	)		—		14,958
Income from continuing operations before income taxes		107,818			(13,443	)		4,760		99,135
Provision for income taxes		35,885			(2,991	)		1,810		34,704
Income from continuing operations	$	71,933		$	(10,452	)	$	2,950	$	64,431
Income from continuing operations per share of common stock:
Basic	$	1.32							$	1.18
Diluted	$	1.31							$	1.17
Weighted average shares outstanding:
Basic		54,338								54,338
Diluted		54,756								54,756

See notes to unaudited Pro Forma condensed consolidated financial statements.

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(in thousands)

1. Basis of Pro Forma Presentation

Certain amounts in prior periods have been reclassified to conform to the current period’s presentation. Specifically certain costs and expenses have been reclassified to have more meaningful historical comparisons.

Adjustments to eliminate the net assets sold to and liabilities assumed by Iconix Brand Group, Inc. and to recognize the preliminary estimated gain which was determined as follows:

	(in thousands)
Cash proceeds	$	175,000
Estimated working capital (deficiency) adjustment		(9,375	)
Estimated adjusted proceeds		165,625
Estimated transaction costs		8,000
Net assets sold		(3,519	)
Subtotal		161,144
Foreign currency translation gains		590
Estimated pre-tax gain		161,734
Estimated tax expense		62,800
Estimated net gain	$	98,934

The estimated after-tax gain is preliminary as the transaction is subject to a final working capital adjustment and includes estimates of expenses and other costs, including taxes, associated with the transaction. The Company has estimated the working capital adjustment to be $9.4 million as of March 31, 2010. The actual working capital adjustment will be based on the final working capital on the closing date.

The unaudited pro forma condensed consolidated financial statements assume that the income taxes on the transaction and the transaction costs were paid at closing and have been netted against the estimated adjustment proceeds.

2. Pro Forma Assumptions and Adjustments

a.	Reflects the use of estimated net after-tax proceeds to pay-down the Company’s outstanding borrowings under its variable rate credit facility as of March 31, 2010.
b.	Reflects the reduction in interest expense (net of commitment fees charged for unused capacity) caused by the assumed pay-down of the Company’s outstanding borrowings under its variable rate credit facility as of January 1, 2007, 2008, 2009 and 2010.

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