UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2005

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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of July 31, 2005 there were 126,990,428 of the Registrant’s Class A Common Shares outstanding and 36,668,226 of the Registrant’s Common Voting Shares outstanding.

INDEX TO THE E. W. SCRIPPS COMPANY

REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2005

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
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	5
5	Other Information	5
6	Exhibits	5
	Signatures	6

2

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.

3

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 June 30, 2005:

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans Or Programs
4/1/05 - 4/30/05					5,000,000
5/1/05 - 5/31/05					5,000,000
6/1/05 - 6/30/05	60,000	$	49.30	60,000	4,940,000
Total	60,000	$	49.30	60,000	4,940,000

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.

4

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

The following table presents information on matters submitted to a vote of security holders at the April 14, 2005 Annual Meeting of Shareholders.

Description of Matters Submitted	In Favor	Authority Witheld	Broker Non-Votes
1.  Election of Directors:
Class A Common Shares:
David A. Galloway	119,038,511	972,770
Nicholas B. Paumgarten	95,623,327	24,387,954
Ronald W. Tysoe	117,988,112	2,023,169
Julie A. Wrigley	118,722,870	1,288,411
Common Voting Shares:
William R. Burleigh	35,593,746	870,000
John H. Burlingame	36,463,746
Kenneth W. Lowe	36,463,746
Jarl Mohn	36,463,746
Jeffrey Sagansky	36,463,746
Nackey E. Scagliotti	36,463,746
Edward W. Scripps	36,463,746
Paul K. Scripps	36,463,746
2.  Approve and amend the 1997 Long-Term Incentive Plan:
Common Voting Shares:	36,329,966	100,000	33,780
3.  Approve and amend the Executive Bonus Plan:
Common Voting Shares:	36,429,966		33,780
4.  Approve technical amendment to the Code of Regulations:
Common Voting Shares:	36,429,966		33,780

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.

5

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: August 9, 2005	BY:	/s/ Joseph G. NeCastro
		Joseph G. NeCastro
		Senior Vice President and Chief Financial Officer

6

THE E. W. SCRIPPS COMPANY

Index to Financial Information

Item	Page
Consolidated Balance Sheets	F-2
Consolidated Statements of Income	F-4
Consolidated Statements of Cash Flows	F-5
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-31
Executive Overview	F-31
Critical Accounting Policies and Estimates	F-32
Results of Operations
Consolidated Results of Operations	F-33
Business Segment Results	F-34
Scripps Networks	F-37
Newspapers	F-40
Broadcast Television	F-43
Shop At Home	F-45
Liquidity and Capital Resources	F-46
Quantitative and Qualitative Disclosures About Market Risk	F-47
Controls and Procedures	F-48

F-1

CONSOLIDATED BALANCE SHEETS

(in thousands)	June 30, 2005 (Unaudited)		As of December 31, 2004		June 30, 2004 (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	26,434	$	12,279	$	25,498
Short-term investments		13,796		8,637
Accounts and notes receivable (less allowances - $17,967, $20,527, $16,297)		451,050		404,852		358,357
Programs and program licenses		148,481		139,082		141,211
Inventories		40,768		40,773		31,450
Deferred income taxes		30,507		17,634		24,178
Miscellaneous		19,117		20,041		20,387
Total current assets		730,153		643,298		601,081
Investments		226,596		234,030		239,416
Property, plant and equipment		509,278		496,241		498,932
Goodwill and other intangible assets:
Goodwill		1,754,509		1,358,976		1,230,152
Other intangible assets		408,101		255,859		244,190
Total goodwill and other intangible assets		2,162,610		1,614,835		1,474,342
Other assets:
Programs and program licenses (less current portion)		172,636		169,452		169,226
Unamortized network distribution incentives		181,792		193,830		205,360
Prepaid pension		24,409		32,179		4,080
Miscellaneous		48,553		40,984		38,857
Total other assets		427,390		436,445		417,523
TOTAL ASSETS	$	4,056,027	$	3,424,849	$	3,231,294

See notes to consolidated financial statements.

F-2

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)	June 30, 2005 (Unaudited)			As of December 31, 2004			June 30, 2004 (Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	108,159		$	106,484		$	92,850
Customer deposits and unearned revenue		53,593			52,689			43,646
Accrued liabilities:
Employee compensation and benefits		61,419			64,482			56,986
Network distribution incentives		14,372			42,468			46,292
Miscellaneous		122,918			72,413			75,459
Other current liabilities		24,016			36,810			19,979
Total current liabilities		384,477			375,346			335,212
Deferred income taxes		320,581			264,419			204,760
Long-term debt (less current portion)		899,845			532,686			575,432
Other liabilities and minority interests (less current portion)		201,524			156,277			141,960
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: 127,072,394, 126,521,832; and 126,247,976 shares		1,270			1,265			1,262
Voting - authorized: 60,000,000 shares; issued and outstanding: 36,668,226, 36,668,226 and 36,738,226 shares		367			367			367
Total		1,637			1,632			1,629
Additional paid-in capital		341,000			320,359			315,111
Retained earnings		1,920,486			1,787,221			1,672,972
Accumulated other comprehensive income (loss), net of income taxes:
Unrealized gains on securities available for sale		4,321			7,912			6,272
Pension liability adjustments		(18,495	)		(18,495	)		(14,713	)
Foreign currency translation adjustment		904			1,582			647
Stock compensation		(253	)		(4,090	)		(7,988	)
Total shareholders’ equity		2,249,600			2,096,121			1,973,930
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,056,027		$	3,424,849		$	3,231,294

See notes to consolidated financial statements.

F-3

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Operating Revenues:
Advertising	$	428,014		$	382,221		$	802,070		$	717,552
Merchandise		83,231			63,381			181,057			134,116
Network affiliate fees, net		39,624			33,554			81,599			67,431
Circulation		31,784			32,126			65,573			67,352
Licensing		16,772			21,085			37,880			42,596
Other		27,918			14,949			44,225			31,925
Total operating revenues		627,343			547,316			1,212,404			1,060,972
Costs and Expenses:
Employee compensation and benefits (exclusive of JOA editorial compensation costs)		145,646			137,938			292,801			275,882
Programs and program licenses		55,101			51,480			109,276			101,343
Costs of merchandise sold		58,010			41,617			125,426			89,911
Newsprint and ink		20,335			19,779			41,154			39,861
JOA editorial costs and expenses		9,964			9,700			19,591			19,351
Other costs and expenses		158,949			141,125			313,649			274,951
Total costs and expenses		448,005			401,639			901,897			801,299
Depreciation, Amortization, and Losses (Gains):
Depreciation		16,858			15,393			32,210			30,329
Amortization of intangible assets		1,750			812			3,595			1,475
Gain on sale of production facility					(11,148	)					(11,148	)
Losses (gains) on disposal of property, plant and equipment		(25	)		89			112			227
Hurricane recoveries, net		(1,892	)					(1,892	)
Net depreciation, amortization and losses (gains)		16,691			5,146			34,025			20,883
Operating income		162,647			140,531			276,482			238,790
Interest expense		(7,559	)		(8,272	)		(14,931	)		(15,667	)
Equity in earnings of JOAs and other joint ventures		23,073			20,212			42,813			36,875
Interest and dividend income		374			303			582			1,530
Other investment results, net of expenses											14,674
Miscellaneous, net		(402	)		(200	)		(70	)		3
Income before income taxes and minority interests		178,133			152,574			304,876			276,205
Provision for income taxes		63,254			54,489			108,651			99,359
Income before minority interests		114,879			98,085			196,225			176,846
Minority interests		17,290			11,661			28,625			19,903
Net income	$	97,589		$	86,424		$	167,600		$	156,943
Net income per share of common stock:
Basic	$	.60		$	.53		$	1.03		$	.97
Diluted		.59			.52			1.01			.95

See notes to consolidated financial statements.

F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)	Six months ended June 30,
	2005			2004
Cash Flows from Operating Activities:
Net income	$	167,600		$	156,943
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		35,805			31,804
Gain on sale of production facility, net of deferred income tax					(7,773	)
Investment gains, net of deferred income tax					(9,595	)
Other effects of deferred income taxes		2,684			(6,936	)
Tax benefits of stock compensation plans		5,070			9,623
Dividends received greater (less) than equity in earnings of JOAs and other joint ventures		2,172			5,907
Stock and deferred compensation plans		7,176			5,089
Minority interests in income of subsidiary companies		28,625			19,903
Affiliate fees billed greater than amounts recognized as revenue		10,821			11,376
Network launch incentive payments		(9,270	)		(29,394	)
Payments for programming less (greater) than program cost amortization		(16,352	)		(19,136	)
Prepaid and accrued pension expense		7,770			10,769
Other changes in certain working capital accounts, net		(2,346	)		(20,010	)
Miscellaneous, net		(4,655	)		2,897
Net operating activities		235,100			161,467
Cash Flows from Investing Activities:
Purchase of subsidiary companies and long-term investments		(536,706	)		(180,930	)
Additions to property, plant and equipment		(19,835	)		(42,288	)
Decrease in short-term investments, net of effects of acquiring Shopzilla		7,120
Sale of long-term investments		2,359			14,019
Proceeds from sale of production facility					3,000
Miscellaneous, net		799			(34	)
Net investing activities		(546,263	)		(206,233	)
Cash Flows from Financing Activities:
Increase in long-term debt		367,432			69,904
Payments on long-term debt		(52	)		(2,733	)
Dividends paid		(34,335	)		(30,493	)
Dividends paid to minority interests		(7,816	)		(728	)
Repurchase Class A Common shares		(2,959	)
Proceeds from employee stock options		18,027			23,379
Miscellaneous, net		(14,979	)		(7,292	)
Net financing activities		325,318			52,037
Increase in cash and cash equivalents		14,155			7,271
Cash and cash equivalents:
Beginning of year		12,279			18,227
End of period	$	26,434		$	25,498
Supplemental Cash Flow Disclosures:
Interest paid, excluding amounts capitalized	$	15,505		$	15,153
Income taxes paid		59,786			85,363
Non-Cash Transactions:
Assumption of Summit America note and preferred stock obligations					48,424

See notes to consolidated financial statements.

F-5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Stock Compensation			Total Shareholders’ Equity			Comprehensive Income for the Three Months Ended June 30
As of December 31, 2003	$	1,619		$	277,569		$	1,546,522		$	1,715		$	(4,894	)	$	1,822,531
Comprehensive income:
Net income								156,943									156,943		$	86,424
Unrealized gains (losses), net of tax of $362 and ($508)											(675	)					(675	)		941
Adjustment for losses (gains) in income, net of tax of $4,573 and $40											(8,492	)					(8,492	)		(74	)
Change in unrealized gains (losses)											(9,167	)					(9,167	)		867
Currency translation, net of tax of $106 and $67											(342	)					(342	)		(321	)
Total								156,943			(9,509	)					147,434		$	86,970
Dividends: declared and paid - $.1875 per share								(30,493	)								(30,493	)
Compensation plans, net: 1,113,214 shares issued; 63,132 shares repurchased		10			27,919									(3,094	)		24,835
Tax benefits of compensation plans					9,623												9,623
As of June 30, 2004	$	1,629		$	315,111		$	1,672,972		$	(7,794	)	$	(7,988	)	$	1,973,930
As of December 31, 2004	$	1,632		$	320,359		$	1,787,221		$	(9,001	)	$	(4,090	)	$	2,096,121
Comprehensive income:
Net income								167,600									167,600		$	97,589
Unrealized gains (losses), net of tax of $2,354 and $703											(4,482	)					(4,482	)		(1,418	)
Adjustment for losses (gains) in income, net of tax of ($480) and ($133)											891						891			248
Change in unrealized gains (losses)											(3,591	)					(3,591	)		(1,170	)
Currency translation, net of tax of $175 and $143											(678	)					(678	)		(316	)
Total								167,600			(4,269	)					163,331		$	96,103
Dividends: declared and paid - $.21 per share								(34,335	)								(34,335	)
Repurchase 60,000 Class A Common shares		(1	)		(2,958	)											(2,959	)
Compensation plans, net: 668,980 shares issued; 55,918 shares repurchased; 2,500 shares forfeited		6			18,529									3,837			22,372
Tax benefits of compensation plans					5,070												5,070
As of June 30, 2005	$	1,637		$	341,000		$	1,920,486		$	(13,270	)	$	(253	)	$	2,249,600

See notes to consolidated financial statements.

F-6

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. 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, 2004, has not changed materially. Financial information as of December 31, 2004, 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, television retailing, on-line comparison shopping, 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, Shop At Home and Shopzilla.

Scripps Networks includes five national television networks: Home & Garden Television (“HGTV”), Food Network, DIY Network (“DIY”), Fine Living and Great American Country (“GAC”). Scripps Networks also includes our on-line channel HGTVPro.com, 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 19 markets in the U.S. Four of our newspapers are operated pursuant to the terms of joint operating agreements. See Note 6. Each of those newspapers maintains an independent editorial operation and receives a share of the operating profits of the combined newspaper operations. We solely manage and operate each of the other newspapers. 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 60 largest television markets in the U.S. Broadcast television stations earn revenue primarily from the sale of advertising time to local and national advertisers.

Shop At Home markets a range of consumer goods to television viewers and visitors to its Internet site. The Shop At Home business segment also includes ownership of five television stations that exclusively broadcast Shop At Home programming. Shop At Home reaches about 53 million full-time equivalent households and can be viewed in more than 152 television markets, including 95 of the largest 100 television markets in the U.S. Shop At Home programming is distributed under the terms of affiliation agreements with broadcast television stations and cable and satellite television systems. Substantially all of Shop At Home’s revenues are earned from the sale of merchandise.

On June 27, 2005, we completed the acquisition of Shopzilla. Shopzilla operates a comparison shopping search engine that helps on-line shoppers find products offered for sale on the Web by participating retailers. Shopzilla aggregates and organizes information on approximately 30 million products from more than 55,000 retailers. Shopzilla also operates BizRate, a Web-based consumer feedback network with about 1 million consumer reviews of stores and products added each month. Shopzilla earns revenue primarily from referral fees paid by participating on-line retailers.

Financial information for our business segments is presented in Note 16. 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 65% 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.

F-7

The six largest cable television systems and the two largest satellite television systems provide service to more than 90% 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.

While a variety of sources are available for most products that Shop At Home sells, two vendors in two different product categories supply us with merchandise that accounts for approximately 22% and 14% of total merchandise costs incurred in 2005. Our Shop At Home business could be adversely affected if these vendors ceased supplying merchandise.

One customer accounts for approximately 30% of Shopzilla’s operating revenues for the year-to-date period of 2005. Our Shopzilla 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; product returns and rebates due to customers; the periods over which long-lived assets are depreciated or amortized; the fair value of securities that do not trade in a public market; income taxes payable; estimates for uncollectible accounts receivable; the fair value of our inventories 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.

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 other JOAs.

Stock Split – On July 29, 2004, our Board of Directors authorized a two-for-one split of our shares of common stock in the form of a 100 percent stock dividend. As a result of the stock split, our shareholders received one additional share of our common stock for each share of common stock held at the close of business on August 31, 2004. All share and per share amounts in our consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

Stock-Based Compensation - We have a stock-based compensation plan, which is described more fully in our Annual Report on Form 10-K for the year ended December 31, 2004. We measure compensation expense using the intrinsic-value based method of Accounting Principles Board Opinion 25 - Accounting for Stock Issued to Employees, and its related interpretations (collectively “APB 25”). Under that method, total compensation is determined on the measurement date as the difference between the fair value of the underlying shares and the price the employee will pay for those shares. The measurement date is the date upon which both the number of shares that will be issued and the price the employee will pay are known.

Options to purchase Class A Common shares (“stock options”) are granted under the plan with exercise prices not less than 100% of the fair market value on the date of the award. As a result, we do not recognize compensation expense in our financial statements for grants of stock options to employees or directors. However, if the terms of such options are subsequently modified, compensation expense is recognized for the difference between the fair value of the underlying stock at the time of modification and the option exercise price. The compensation expense is amortized over the remaining vesting period stated in the option agreement, or immediately if the options are fully vested.

F-8

Performance awards represent the right to receive 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. The measurement date for performance awards does not occur until the number of shares that will be issued is known. Until that date, we estimate total compensation expense based upon the number of shares that we expect to be issued and the period end fair value of the underlying shares. Total compensation expense is recognized over the vesting period stated in 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 fair value of restricted stock and RSUs at the measurement date is amortized to expense over the vesting period stated in the restricted stock and RSU agreements. Cliff vested awards are amortized on a straight-line basis over the vesting period and pro-rata vested awards are amortized as each vesting period expires. 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.

The fair value of options granted and assumptions used to determine the fair values were as follows:

	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Weighted-average fair value of options granted	$	11.52		$	13.22		$	11.52		$	11.86
Assumptions used to determine fair value:
Dividend yield		0.8	%		0.8	%		0.8	%		0.8	%
Expected volatility		22.24	%		19.0	%		22.24	%		19.5	%
Risk-free rate of return		3.81	%		3.9	%		3.81	%		3.5	%
Expected life of options		5.38 years			6.5 years			5.38 years			6.5 years

In 2005, we changed our method of estimating the fair value of options granted. In years prior to 2005, we estimated the fair value of our options granted using the Black-Scholes model. In 2005, we began estimating the value of these options using a lattice-based binomial model. The use of a lattice-based binomial model did not materially impact the fair value of options granted or the pro-forma expense reported for stock option grants.

Options granted prior to 2005 generally had a ten-year term. Options granted in 2005 generally have an eight-year term. The expected life assumption was adjusted to reflect the shorter terms of the options.

F-9

The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of Financial Accounting Standard No. (“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 for the periods covered in this report:

(in thousands, except per share data)	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Net income as reported	$	97,589		$	86,424		$	167,600		$	156,943
Add stock-based compensation included in reported income, net of related income tax effects		1,201			1,022			3,444			1,719
Deduct stock-based compensation determined under fair value based method, net of related income tax effects		(4,305	)		(6,191	)		(10,620	)		(10,497	)
Pro forma net income	$	94,485		$	81,255		$	160,424		$	148,165
Net income per share of common stock
Basic earnings per share:
As reported	$	0.60		$	0.53		$	1.03		$	0.97
Additional stock-based compensation, net of income tax effects		(0.02	)		(0.03	)		(0.04	)		(0.05	)
Pro forma basic earnings per share	$	0.58		$	0.50		$	0.98		$	0.91
Diluted earnings per share:
As reported	$	0.59		$	0.52		$	1.01		$	0.95
Additional stock-based compensation, net of income tax effects		(0.02	)		(0.03	)		(0.04	)		(0.05	)
Pro forma diluted earnings per share	$	0.57		$	0.49		$	0.97		$	0.90

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

On April 14, 2004, shareholders approved amendments to the 1997 Long-Term Incentive Plan (the “Plan”) that, among other things: (a) extended the term of the Plan to June 1, 2014 and (b) modified provisions with respect to vesting and the term of outstanding stock options when employment is terminated due to death or disability. Under the prior Plan provisions, stock options held by an employee whose employment was terminated due to death or disability were immediately vested with the exception of stock options granted less than one year prior to the termination of employment. The employee forfeited any stock options granted less than one year prior to termination of employment due to death or disability. Vested stock options granted prior to 1999 were exercisable for the lesser of one year or the remaining terms of the stock options, while vested stock options granted after 1998 were exercisable for the remaining terms of the stock options. The amended and restated Plan provides that all stock options held by an employee will immediately vest upon termination of employment due to death or disability and those stock options will remain exercisable for the remaining terms of the options.

The terms of approximately 3.4 million stock options, representing substantially all outstanding stock options granted after 1994 but before 1999, and from April 15, 2003, through April 14, 2004, were modified by the Plan amendments with respect to termination of employment due to death or disability. Because we are unable to estimate which employees, if any, will benefit from these modifications, the intrinsic-value based method of APB 25 requires us to record compensation expense for any such options that are held by an employee at the time their employment is terminated due to death or disability. No compensation expense would be recognized if such stock options were exercised or forfeited prior to termination of employment due to death or disability.

Under the terms of the prior Plan, a change in control of The E.W. Scripps Company resulted in immediate vesting of all stock options held by employees, while a change in control of a subsidiary or division thereof (“subsidiary”) alone did not trigger vesting of stock options held by employees of that subsidiary. Vested stock options held by employees of a subsidiary whose employment was terminated due to a change in control of that subsidiary were exercisable for a period of 90 days. The amended and restated plan provides that all stock options held by an employee of a subsidiary will vest and remain exercisable for the remaining terms of the stock options upon termination of employment due to a change in control of that subsidiary.

F-10

The Plan amendments with respect to termination of employment due to change in control modified the terms of approximately 4.6 million stock options held by employees of subsidiary companies. Approximately 1.4 million of those stock options were also modified by the plan amendments with respect to termination of employment due to death or disability. Because we are unable to estimate which employees may benefit from the Plan modifications, the intrinsic-value based method of APB 25 requires us to record compensation expense for any such stock options that are held by an employee of a subsidiary company at the time their employment is terminated due to a change in control of that subsidiary. No compensation expense would be recognized if such options were exercised or forfeited prior to termination of employment due to a change in control.

While we measure compensation expense in our financial statements using the intrinsic-value based method of APB 25, we must also report pro forma net income and earnings per share assuming we had used the fair-value based methods of FAS 123. Both the amount of compensation expense and the timing of recognition of compensation expense resulting from the Plan modifications is different if fair-value based methods are used instead of intrinsic-value based methods. Under the fair-value based method, Plan modifications are accounted for as the retirement of the outstanding stock options and the issuance of new stock options at the modification date. The fair value of the modified stock options exceeded the fair value of the stock options held as of the date of the modifications by approximately $2.8 million. That compensation expense is recognized over the remaining vesting period of the stock options, or immediately for vested stock options. The pro forma effect of the stock option modifications is included in the preceding table.

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

(in thousands)	Three months ended June 30,		Six months ended June 30,
	2005	2004	2005	2004
Basic weighted-average shares outstanding	163,365	162,272	163,131	161,971
Effect of dilutive securities:
Unvested restricted stock held by employees	287	340	295	354
Stock options held by employees and directors	2,124	2,550	1,993	2,440
Diluted weighted-average shares outstanding	165,776	165,162	165,419	164,765

Reclassifications - For comparative purposes, certain prior year amounts have been reclassified to conform to current classifications.

2. ACCOUNTING CHANGES AND RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the Financial Accounting Standards Board (“FASB”) issued FAS 123 (revised 2004) - Share-Based Payments (“FAS 123-R”). FAS 123-R replaces FAS 123 - Accounting for Stock-Based Compensation, and supersedes APB 25 - Accounting for Stock Issued to Employees. As revised by the Securities and Exchange Commission, we will be required to adopt FAS 123-R beginning January 1, 2006. FAS 123-R requires all share-based awards to employees, and any subsequent modifications to those awards, to be recognized in the financial statements based on a fair-value-based method. The pro forma disclosures previously permitted under FAS 123 will no longer be an alternative to financial statement recognition.

Under FAS 123-R, we must determine the appropriate fair-value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at the date of adoption. FAS 123-R permits companies to adopt the new standard using either a modified prospective transition method or a modified retrospective transition method. Using the modified prospective transition method, compensation expense would be recorded for all unvested awards at the beginning of the first quarter of FAS 123-R adoption based upon the values assigned to grants and modifications of stock compensation used in the proforma disclosures made in accordance with the original provisions of FAS 123. Under the modified retrospective method, companies are permitted to restate financial statements of previous periods using those proforma amounts.

We are currently evaluating the requirements of this standard. Except for the effects of stock compensation grants to retiree-eligible employees disclosed below, we expect that the effect on net income and earnings per share in the periods following adoption will be consistent with amounts reported in our pro forma disclosures under FAS 123 (see Note 1). However, the actual effect on net income and earnings per share will vary depending on the terms and number of options ultimately granted.

F-11

Upon the adoption of FAS 123-R, we will be required to record compensation expense over the period in which the employee becomes eligible to retire, if that period is shorter than the stated vesting period. If employees are eligible to retire at the date of grant compensation expense will be recognized immediately. If these provisions had been applied in 2005, we would have recognized approximately $4.2 million of compensation expense upon grant of stock options rather than over the vesting period. Compensation expense of $3.4 million related to performance awards would have been recognized ratably over the 2005 performance period rather than over the stated vesting period.

In December 2004, the FASB issued FASB Staff Position No. FAS 109-1 (“FSP 109-1”) - Application of FASB Statement No. 109, “Accounting for Income Taxes,” to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (“AJCA”). The AJCA introduces a special 9% tax deduction on qualified production activities. FSP 109-1 clarifies that this tax deduction should be accounted for as a special tax deduction in accordance with Statement 109. Pursuant to the AJCA, we will be eligible to claim the benefit beginning in 2005. We are currently assessing which of our business activities may be eligible for the special tax deduction and have not yet determined the impact of the provisions for the AJCA. The United States Treasury Department is expected to issue guidance with respect to the deduction in the third quarter of 2005.

In March 2005, the FASB issued FASB Interpretation No. (“Interpretation”) 47 - Accounting for Conditional Asset Retirement Obligations – an Interpretation of FASB Statement No. 143. Interpretation 47 clarifies the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset when the timing and/or method of settlement are conditional on a future event. This Interpretation will be effective for us no later than December 31, 2005. The application of this Interpretation is not expected to have a material effect on our consolidated financial statements.

In May 2005, the FASB issued FAS 154 - Accounting Changes and Error Corrections, which replaces Accounting Principles Opinion No. 20 - Accounting Changes and FAS 3 - Reporting Accounting Changes in Interim Financial Statements. FAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. The standard requires retrospective application to prior period financial statements for changes in accounting principles and the reporting of a correction of an error. FAS 154 also requires a change in accounting estimate that is effected by a change in accounting principle to be accounted for as a change in accounting estimate. FAS 154 will be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The application of this standard is not expected to have a material effect on our consolidated financial statements.

3. ACQUISITIONS

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 enables us to capitalize on the rapid growth and rising profitability of specialized Internet search businesses and expands our electronic media platform.
2004 -	On April 14, 2004, we acquired Summit America. Summit America owned a 30% minority interest in Shop At Home and owned and operated five Shop At Home-affiliated broadcast television stations. The acquisition provided us with complete ownership of Shop At Home and secured distribution of the network in Summit America’s television markets.
	We paid $4.05 in cash per fully-diluted outstanding share of Summit America common stock, or approximately $180 million, which we financed through cash and short-term investments on hand and additional borrowings on our existing credit facilities. We also assumed Summit America’s obligations to us under the $47.5 million secured loans and the $3 million in redeemable preferred stock extended to Summit America as part of the 2002 acquisition of the controlling interest in Shop At Home.

F-12

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed in the Shopzilla and Summit America acquisitions.

	Six months ended June 30,
(in thousands)	2005			2004
Short-term investments	$	12,279
Other current assets		13,788		$	388
Property, plant and equipment		24,596			8,360
Indefinite-lived intangible assets					180,450
Amortizable intangible assets		140,000			1,790
Goodwill		411,176			55,721
Other assets		138			25
Net operating loss carryforwards		21,102			31,008
Total assets acquired		623,079			277,742
Current liabilities		(22,889	)		(904	)
Deferred income taxes		(63,718	)		(48,152	)
Obligations under notes receivable and redeemable preferred stock					(48,424	)
Other long term obligations		(678	)
Cash paid, net of cash received	$	535,794		$	180,262

In addition to the acquisitions described above, we also completed the acquisition of the Great American Country (“GAC”) network in the fourth quarter of 2004. We paid approximately $140 million in cash, which we financed through additional borrowings on our existing credit facilities. Acquiring GAC provided us a recognized cable network brand that had secured distribution into 37 million homes.

The allocation of the purchase price to the assets and liabilities of the Shopzilla and GAC acquisitions is based upon preliminary appraisals and estimates and is therefore subject to change.

The following table summarizes, on a pro forma basis, the estimated combined results of operations of Scripps and Shopzilla had the transaction taken place at the beginning of 2005 and 2004. 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 Shopzilla in the 2005 periods. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period. Pro forma results are not presented for the other acquisitions because the combined results of operations would not be significantly different from reported amounts.

(in thousands, except per share data)	Three months ended, June 30,				Six months ended June 30,
	2005		2004		2005		2004
Operating revenues	$	655,834	$	561,213	$	1,267,791	$	1,087,387
Net income		92,864		79,819		157,841		143,422
Net income per share of common stock:
Basic	$	.57	$	.49	$	.97	$	.89
Diluted		.56		.48		.95		.87

F-13

4. INVESTMENT RESULTS AND OTHER ITEMS

2005 - Certain of our Florida operations sustained hurricane damages in 2004. In the second quarter of 2005, our affected businesses reached agreement with insurance providers and other responsible third parties on certain of our property and business interruption claims and recorded insurance recoveries of $2.2 million. These insurance recoveries were partially offset by additional estimated losses of $0.3 million recorded in 2005. Net income was increased by $1.2 million, $.01 per share. Our affected newspapers are currently in discussions with our insurance providers to assess the amount of the claim and the amount of covered losses. Insurance recoveries for these claims will not be recorded until settlement agreements are reached with the insurance providers.

2004 – Second quarter and year-to-date operating results include an $11.1 million pre-tax gain on the sale of our Cincinnati television station’s production facility to the City of Cincinnati. The gain on sale had previously been deferred while the station continued to use the facility until construction of a new production facility was complete. Net income was increased by $7.0 million, $.04 per share.

Year-to-date other investment results represent realized gains from the sale of certain investments, including Digital Theater Systems. Net income was increased by $9.5 million, $.06 per share.

5. 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 and Shop At Home are limited liability companies (“LLC”) and are treated as partnerships 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:

(in thousands)	Three months ended June 30,				Six months ended June 30,
	2005		2004		2005		2004
Income allocated to Scripps	$	163,121	$	141,586	$	279,146	$	257,600
Income of pass-through entities allocated to non-controlling interests		15,012		10,988		25,730		18,605
Income before income taxes	$	178,133	$	152,574	$	304,876	$	276,205

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 discreet 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.

F-14

Information regarding our expected effective income tax rate for the full year of 2005 and the actual effective income tax rate for the full year of 2004 is as follows:

	2005		2004
Statutory rate	35.0	%	35.0	%
Effect of:
State and local income taxes, net of federal income tax benefit	3.7		3.4
Income of pass-through entities allocated to non-controlling interests	(3.0	)	(2.6	)
Miscellaneous	0.1		0.3
Effective income tax rate	35.8	%	36.1	%

The provision for income taxes consisted of the following:

	Three months ended June 30,					Six months ended June 30,
(in thousands)	2005		2004			2005			2004
Current:
Federal (net of $3,800 and $4,500 tax benefits from NOLs in 2005)	$	40,058	$	40,887		$	80,210		$	71,026
State and local		12,299		7,904			19,793			14,429
Foreign		525		1,527			894			2,964
Total		52,882		50,318			100,897			88,419
Tax benefits of compensation plans allocated to additional paid-in-capital		3,584		6,394			5,070			9,623
Total current income tax provision		56,466		56,712			105,967			98,042
Deferred:
Federal		5,490		(1,732	)		(434	)		(4,103	)
Other		585		(90	)		1,069			379
Total		6,075		(1,822	)		635			(3,724	)
Deferred tax allocated to other comprehensive income		713		(401	)		2,049			5,041
Total deferred income tax provision (benefit)		6,788		(2,223	)		2,684			1,317
Provision for income taxes	$	63,254	$	54,489		$	108,651		$	99,359

F-15

The approximate effects of the temporary differences giving rise to deferred income tax liabilities (assets) were as follows:

(in thousands)	June 30, 2005			As of December 31, 2004			June 30, 2004
Temporary differences:
Property, plant and equipment	$	64,709		$	59,586		$	45,963
Goodwill and other intangible assets		265,999			197,809			194,421
Network distribution incentives		5,680			5,773			5,698
Investments, primarily gains and losses not yet recognized for tax purposes		57,994			63,908			18,808
Accrued expenses not deductible until paid		(9,707	)		(9,169	)		(12,443	)
Deferred compensation and retiree benefits not deductible until paid		(23,097	)		(19,576	)		(27,911	)
Other temporary differences, net		(4,370	)		(4,164	)		(6,933	)
Total temporary differences		357,208			294,167			217,603
Tax basis capital loss carryforwards		(13,235	)		(9,286	)
Federal net operating loss carryforwards		(43,057	)		(28,278	)		(27,503	)
State net operating loss carryforwards		(19,372	)		(17,229	)		(14,061	)
Valuation allowance for state deferred tax assets		8,530			7,411			4,543
Net deferred tax liability	$	290,074		$	246,785		$	180,582

Investment losses on our portfolio of investments in development-stage businesses were recognized for book purposes when it was determined the carrying values of the investment would not be recovered. For tax purposes such losses are generally recognized when the securities become worthless. Federal tax law provides that such losses may not be deducted from ordinary income, and that any losses in excess of capital gains can be carried forward for up to five years. At June 30, 2005, such tax-basis capital loss carryforwards totaled $36.3 million. We expect to generate sufficient capital gains to fully utilize the capital loss carryforwards prior to the expiration of the carryforward periods between 2008 and 2010.

At the date of acquisition, Shopzilla had federal net operating loss carryforwards totaling $54.1 million. These net operating loss carryforwards and the loss carryforwards obtained in the Summit America acquisition totaled $123 million at June 30, 2005. The federal net operating loss carryforwards expire between 2018 and 2024. We expect to be able to fully utilize the carryforwards on our federal income tax returns.

At the date of acquisition Shopzilla had state tax loss carryforwards totaling $37.8 million. Total state net operating loss carryforwards, including those acquired in the Summit America acquisition and of certain of our other subsidiary companies, were $561 million at June 30, 2005. Our state tax loss carryforwards expire between 2005 and 2023. Because separate state income tax returns are filed, we are not able to use state tax losses of a subsidiary company to offset state taxable income of another subsidiary company.

Federal and state carryforwards are recognized as deferred tax assets, subject to valuation allowances. At each balance sheet date we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance.

F-16

6. JOINT OPERATING AGREEMENTS

Four 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 to reduce aggregate expenses and take advantage of economies of scale, thereby allowing the continuing operation of both newspapers in that market. Each newspaper 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
Birmingham Post-Herald	Newhouse Newspapers	1950	2015
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 three 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 and between 20% and 40% of the profits from the other three JOAs.

7. INVESTMENTS

Investments consisted of the following:

(in thousands, except share data)	June 30, 2005		As of December 31, 2004		June 30, 2004
Securities available for sale (at market value):
Time Warner (2,017,000 common shares)	$	33,701	$	39,227	$	35,456
Other available-for-sale securities		4,462		4,673		6,015
Total available-for-sale securities		38,163		43,900		41,471
Denver JOA		162,432		164,996		175,029
FOX Sports Net South and other joint ventures		17,828		17,852		14,009
Other equity securities		8,173		7,282		8,907
Total investments	$	226,596	$	234,030	$	239,416
Unrealized gains (losses) on securities available for sale	$	6,816	$	12,171	$	9,646

Investments available for sale represent securities in publicly-traded companies. Investments available for sale are recorded at fair value. Fair value is based upon the closing price of the security on the reporting date. As of June 30, 2005, 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 June 30, 2005. There can be no assurance we would realize the carrying values of these securities upon their sale.

F-17

8. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

(in thousands)	June 30, 2005		As of December 31, 2004		June 30, 2004
Land and improvements	$	58,411	$	58,336	$	57,037
Buildings and improvements		263,681		262,201		262,122
Equipment		688,186		650,875		646,900
Total		1,010,278		971,412		966,059
Accumulated depreciation		501,000		475,171		467,127
Net property, plant and equipment	$	509,278	$	496,241	$	498,932

F-18

9. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:

(in thousands)	June 30, 2005			As of December 31, 2004			June 30, 2004
Goodwill	$	1,754,509		$	1,358,976		$	1,230,152
Other intangible assets:
Amortizable intangible assets:
Carrying amount:
Acquired network distribution		48,354			32,914			5,887
Broadcast television network affiliation relationships		26,748			26,748
Customer lists		5,873			5,870			6,410
Shopzilla		140,000
Other		12,625			12,365			7,527
Total carrying amount		233,600			77,897			19,824
Accumulated amortization:
Acquired network distribution		(5,147	)		(3,991	)		(3,484	)
Broadcast television network affiliation relationships		(824	)		(277	)
Customer lists		(3,790	)		(2,977	)		(3,140	)
Shopzilla		(290	)
Other		(6,897	)		(6,242	)		(5,121	)
Total accumulated amortization		(16,948	)		(13,487	)		(11,745	)
Net amortizable intangible assets		216,652			64,410			8,079
Other indefinite-lived intangible assets:
Broadcast television network affiliation relationships								26,748
FCC licenses		189,222			189,222			205,622
Other		2,087			2,087			3,572
Total other indefinite-lived intangible assets		191,309			191,309			235,942
Pension liability adjustments		140			140			169
Total other intangible assets		408,101			255,859			244,190
Total goodwill and other intangible assets	$	2,162,610		$	1,614,835		$	1,474,342

Broadcast television network affiliation relationships represent the value assigned to an acquired broadcast television station’s relationship with a national television network. National network affiliation agreements are generally renewable upon the mutual decision of the broadcast television station and the network. Our affiliated broadcast television stations have always maintained affiliation with one of the primary national broadcast television networks. Accordingly, these assets were classified as indefinite-lived intangible assets upon adoption of FAS 142 on January 1, 2002.

In the fourth quarter of 2004, we determined that our broadcast television network affiliation relationships no longer have indefinite lives. Accordingly, we began amortizing broadcast television network affiliation relationships on a straight-line basis over their 20 to 25 year remaining useful lives.

F-19

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

(in thousands)	Scripps Networks			Newspapers			Broadcast Television			Shop At Home			Shopzilla			Licensing and Other		Total
Goodwill:
Balance as of December 31, 2003	$	141,201		$	783,710		$	219,367		$	30,135					$	18	$	1,174,431
Summit America acquisition											55,721								55,721
Balance as of June 30, 2004	$	141,201		$	783,710		$	219,367		$	85,856					$	18	$	1,230,152
Balance as of December 31, 2004	$	254,689		$	783,710		$	219,367		$	101,192					$	18	$	1,358,976
Shopzilla acquisition													$	411,176					411,176
Adjustment of purchase price allocations		(15,340	)								(303	)							(15,643	)
Balance as of June 30, 2005	$	239,349		$	783,710		$	219,367		$	100,889		$	411,176		$	18	$	1,754,509
Amortizable intangible assets:
Balance as of December 31, 2003	$	1,110		$	3,333		$	999		$	2,186							$	7,628
Summit America acquisition											1,790								1,790
Other additions					136														136
Amortization		(297	)		(346	)		(37	)		(795	)							(1,475	)
Balance as of June 30, 2004	$	813		$	3,123		$	962		$	3,181							$	8,079
Balance as of December 31, 2004	$	29,762		$	2,907		$	27,441		$	4,300							$	64,410
Shopzilla acquisition													$	140,000					140,000
Adjustment of purchase price allocations		15,400									303								15,703
Other additions					134														134
Amortization		(1,370	)		(334	)		(584	)		(1,017	)		(290	)				(3,595	)
Balance as of June 30, 2005	$	43,792		$	2,707		$	26,857		$	3,586		$	139,710				$	216,652
Other indefinite-lived intangible assets:
Balance as of December 31, 2003	$	919		$	1,153		$	52,370		$	1,050							$	55,492
Summit America acquisition											180,450								180,450
Balance as of June 30, 2004	$	919		$	1,153		$	52,370		$	181,500							$	235,942
Balance as of December 31, 2004	$	919		$	1,168		$	25,622		$	163,600							$	191,309
Balance as of June 30, 2005	$	919		$	1,168		$	25,622		$	163,600							$	191,309

The goodwill acquired in the GAC acquisition and $27 million of the goodwill acquired in the Summit America acquisition is to be deductible for income tax purposes.

Amortizable intangible assets acquired in the Shopzilla acquisition include contractual relationships with customers and vendors and intellectual property. The acquired intangibles are estimated to have useful lives of three to five years. The allocation of the Shopzilla purchase price is based upon preliminary appraisals and estimates, and is therefore subject to change.

Intangible assets acquired in the Summit America acquisition primarily include customer lists, network distribution relationships and FCC licenses. Customer lists are amortized over three years and network distribution relationships are amortized over their contractual terms. FCC licenses are not amortized. Final appraisals were issued for the Summit America acquisition in the second quarter of 2005.

Intangible assets acquired in the GAC acquisition are primarily network distribution relationships, which are amortized over periods of up to 15 years. The allocation of the GAC purchase price is based upon preliminary appraisals and estimates, and is therefore subject to change.

F-20

Estimated amortization expense of intangible assets for each of the next five years is expected to be $19.5 million for the remainder of 2005, $38.2 million in 2006, $38.2 million in 2007, $38.1 million in 2008, $30.9 million in 2009, $5.3 million in 2010 and $46.5 million in later years.

10. PROGRAMS AND PROGRAM LICENSES

Programs and program licenses consisted of the following:

(in thousands)	June 30, 2005		As of December 31, 2004		June 30, 2004
Cost of programs available for broadcast	$	845,798	$	784,404	$	753,721
Accumulated amortization		595,625		525,257		504,453
Total		250,173		259,147		249,268
Progress payments on programs not yet available for broadcast		70,944		49,387		61,169
Total programs and program licenses	$	321,117	$	308,534	$	310,437

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 $322 million at June 30, 2005. 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 $56.8 million in the second quarter of 2005 and 2004. Year to date progress payments and capitalized programs totaled $101 million in 2005 and $102 million in 2004.

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 2005	$	69,518	$	33,521	$	103,039
2006		90,749		94,672		185,421
2007		49,828		78,984		128,812
2008		29,976		65,276		95,252
2009		9,393		58,206		67,599
2010		707		49,264		49,971
Later years		2		12,926		12,928
Total	$	250,173	$	392,849	$	643,022

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.

F-21

11. UNAMORTIZED NETWORK DISTRIBUTION INCENTIVES

Unamortized network distribution incentives consisted of the following:

(in thousands)	June 30, 2005		As of December 31, 2004		June 30, 2004
Network launch incentives	$	316,726	$	317,816	$	321,878
Accumulated amortization		163,916		151,070		142,279
Net book value		152,810		166,746		179,599
Unbilled affiliate fees		28,982		27,084		25,761
Total unamortized network distribution incentives	$	181,792	$	193,830	$	205,360

We capitalized network launch incentives totaling $1.2 million year-to-date in 2005 and $2.0 million year-to-date in 2004.

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 June 30,				Six months ended June 30,
(in thousands)	2005		2004		2005		2004
Amortization of network launch incentives	$	7,355	$	6,507	$	12,719	$	12,882

Estimated amortization for the next five years is as follows:

Remainder of 2005	$	14,455
2006		28,105
2007		21,086
2008		23,425
2009		25,442
2010		16,824
Later years		23,473
Total	$	152,810

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

F-22

12. LONG-TERM DEBT

Long-term debt consisted of the following:

(in thousands)	June 30, 2005			As of December 31, 2004			June 30, 2004
Variable-rate credit facilities, including commercial paper	$	300,437		$	82,766		$	119,882
$100 million, 6.625% notes, due in 2007		99,967			99,960			99,953
$50 million, 3.75% notes, due in 2008		50,000			50,000			50,000
$100 million, 4.25% notes, due in 2009		99,575			99,527			99,478
$150 million, 4.30% notes, due in 2010		149,760
$200 million, 5.75% notes, due in 2012		199,122			199,060			198,997
Other notes		1,590			1,638			7,794
Total face value of long-term debt less discounts		900,451			532,951			576,104
Fair market value of interest rate swap		(606	)		(265	)		(672	)
Total long-term debt	$	899,845		$	532,686		$	575,432

We have Competitive Advance and Revolving Credit Facilities expiring in July 2009 (the “Revolver”) and a commercial paper program that collectively permit aggregate borrowings up to $450 million (the “Variable-Rate Credit Facilities”). 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 3.4% at June 30, 2005, 2.3% at December 31, 2004, and 1.3% at June 30, 2004.

We have a U.S. shelf registration statement which allows us to borrow up to an additional $300 million as of June 30, 2005.

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 3.6% at June 30, 2005, 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.

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

F-23

13. OTHER LIABILITIES AND MINORITY INTERESTS

Other liabilities and minority interests consisted of the following:

(in thousands)	June 30, 2005		As of December 31, 2004		June 30, 2004
Program rights payable	$	27,043	$	30,835	$	34,822
Employee compensation and benefits		72,410		70,532		70,969
Network distribution incentives		32,881		44,309		49,854
Minority interests		94,438		73,629		51,629
Other		27,438		21,475		21,046
Total other liabilities and minority interests		254,210		240,780		228,320
Current portion of other liabilities		52,686		84,503		86,360
Other liabilities and minority interests (less current portion)	$	201,524	$	156,277	$	141,960

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 become exercisable in 2006.

Non-controlling interests hold an approximate 30% residual interest in Food Network. The Food Network general partnership agreement terminates on December 31, 2012, unless amended or extended prior to that date. Upon 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 8% in the capital stock of the subsidiary companies that publish our Memphis and Evansville newspapers. The capital stock of these companies does not provide for or require the redemption of the non-controlling interests by us.

F-24

14. SUPPLEMENTAL CASH FLOW INFORMATION

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

(in thousands)	Six months ended June 30,
	2005			2004
Other changes in certain working capital accounts, net:
Accounts receivable	$	(35,293	)	$	(21,676	)
Inventories		5			(1,504	)
Accounts payable		(4,541	)		6,052
Accrued income taxes		42,011			2,756
Accrued employee compensation and benefits		(3,691	)		(7,756	)
Accrued interest		41			34
Other accrued liabilities		(2,454	)		5,541
Other, net		1,576			(3,457	)
Total	$	(2,346	)	$	(20,010	)

15. 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:

(in thousands)	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Service cost	$	4,581		$	4,627		$	9,163		$	9,254
Interest cost		5,675			5,459			11,350			10,904
Expected return on plan assets, net of expenses		(7,269	)		(5,536	)		(14,539	)		(11,072	)
Net amortization and deferral		777			1,390			1,553			2,781
Total for defined benefit plans		3,764			5,940			7,527			11,867
Multi-employer plans		167			116			172			239
SERP		1,008			956			2,016			1,912
Defined contribution plans		1,949			1,803			3,809			3,559
Total	$	6,888		$	8,815		$	13,524		$	17,577

We made required contributions of $0.5 million to our defined benefit plans in the first half of 2005. We anticipate contributing $0.5 million to meet minimum funding requirements of our defined benefit plans during the remainder of fiscal 2005. We may also elect to make additional contributions to our defined benefit plans. During the first half of 2005, we also contributed $1.2 million to fund current benefit payments for our non-qualified SERP plan. We anticipate contributing an additional $1.4 million to fund the SERP’s benefit payments during the remainder of fiscal 2005.

F-25

16. 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, 2004.

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 using the equity method of accounting. Our equity in earnings of JOAs 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. Scripps Networks segment profits include equity in earnings of FOX Sports Net South and certain other joint ventures.

F-26

Information regarding our business segments is as follows:

(in thousands)	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Segment operating revenues:
Scripps Networks	$	244,252		$	192,820		$	446,853		$	351,589
Newspapers:
Newspapers managed solely by us		180,696			174,723			362,868			353,196
Newspapers operated pursuant to JOAs		104			59			168			117
Total newspapers		180,800			174,782			363,036			353,313
Broadcast television		83,183			87,379			155,443			163,037
Shop At Home		86,868			66,307			189,012			140,286
Shopzilla		1,047						1,047
Licensing and other media		31,193			26,028			57,013			52,747
Total operating revenues	$	627,343		$	547,316		$	1,212,404		$	1,060,972
Segment profit (loss):
Scripps Networks	$	123,461		$	87,535		$	204,402		$	149,840
Newspapers:
Newspapers managed solely by us		53,380			50,922			109,396			104,166
Newspapers operated pursuant to JOAs		10,422			7,636			18,430			13,488
Total newspapers		63,802			58,558			127,826			117,654
Broadcast television		27,074			28,215			43,353			45,442
Shop At Home		(6,955	)		(2,740	)		(10,378	)		(6,361	)
Shopzilla		358						358
Licensing and other media		6,329			4,361			11,184			8,631
Corporate		(9,766	)		(10,040	)		(21,533	)		(18,658	)
Total segment profit		204,303			165,889			355,212			296,548
Depreciation and amortization of intangibles		(18,608	)		(16,205	)		(35,805	)		(31,804	)
Gain on sale of production facility					11,148						11,148
Gains (losses) on disposal of property, plant and equipment		25			(89	)		(112	)		(227	)
Interest expense		(7,559	)		(8,272	)		(14,931	)		(15,667	)
Interest and dividend income		374			303			582			1,530
Other investment results, net of expenses											14,674
Miscellaneous, net		(402	)		(200	)		(70	)		3
Income before income taxes and minority interests	$	178,133		$	152,574		$	304,876		$	276,205
Depreciation:
Scripps Networks	$	3,778		$	2,573		$	7,000		$	5,141
Newspapers:
Newspapers managed solely by us		5,376			5,099			10,544			10,286
Newspapers operated pursuant to JOAs		315			299			622			596
Total newspapers		5,691			5,398			11,166			10,882
Broadcast television		4,600			4,804			9,157			9,322
Shop At Home		1,961			1,913			3,300			3,578
Shopzilla		52						52
Licensing and other media		224			162			443			320
Corporate		552			543			1,092			1,086
Total depreciation	$	16,858		$	15,393		$	32,210		$	30,329
Amortization of intangibles:
Scripps Networks	$	536		$	150		$	1,370		$	297
Newspapers:
Newspapers managed solely by us		96			106			201			212
Newspapers operated pursuant to JOAs		66			67			133			134
Total newspapers		162			173			334			346
Broadcast television		294			18			584			37
Shop At Home		468			471			1,017			795
Shopzilla		290						290
Total amortization of intangibles	$	1,750		$	812		$	3,595		$	1,475

F-27

(in thousands)	Three months ended June 30,				Six months ended June 30,
	2005		2004		2005		2004
Additions to property, plant and equipment:
Scripps Networks	$	1,916	$	10,695	$	4,772	$	14,602
Newspapers:
Newspapers managed solely by us		2,697		5,374		5,254		14,216
Newspapers operated pursuant to JOAs		435		228		638		338
Total newspapers		3,132		5,602		5,892		14,554
Broadcast television		2,420		4,397		3,308		9,320
Shop At Home		2,657		1,213		3,956		3,039
Licensing and other media		155		128		301		205
Corporate		1,146		477		1,606		568
Total additions to property, plant and equipment	$	11,426	$	22,512	$	19,835	$	42,288
Business acquisitions and other additions to long-lived assets:
Scripps Networks	$	56,779	$	58,441	$	100,922	$	104,064
Newspapers		220				320
Shop At Home				228,686				228,686
Shopzilla		535,795				535,795
Investments		25		588		490		588
Total	$	592,819	$	287,715	$	637,527	$	333,338
Assets:
Scripps Networks					$	1,115,957	$	937,188
Newspapers:
Newspapers managed solely by us						1,094,554		1,089,164
Newspapers operated pursuant to JOAs						180,605		191,471
Total newspapers						1,275,159		1,280,635
Broadcast television						491,308		495,088
Shop At Home						361,360		354,710
Shopzilla						636,008
Licensing and other media						34,016		23,165
Investments						44,336		50,674
Corporate						97,883		89,834
Total assets					$	4,056,027	$	3,231,294

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 50% 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.

F-28

17. STOCK COMPENSATION PLANS

The following table presents information about stock options:

	Number of Shares		Weighted Average Exercise Price		Range of Exercise Prices
Options outstanding at December 31, 2003	10,347,790		$	30.99	$	9 - 47
Options granted during the period	2,103,500			49.29		49 - 54
Options exercised during the period	(957,804	)		24.19		10 - 43
Options forfeited during the period	(121,966	)		34.40		32 - 47
Options outstanding at June 30, 2004	11,371,520		$	34.91	$	9 - 54
Options outstanding at December 31, 2004	11,158,734		$	35.27	$	13 - 54
Options granted during the period	1,822,700			46.81		46 - 51
Options exercised during the period	(624,057	)		28.86		17 - 49
Options forfeited during the period	(68,427	)		37.82		24 - 49
Options outstanding at June 30, 2005	12,288,950		$	37.30	$	13-54

Substantially all options granted prior to 2003 are exercisable. Options generally become exercisable over a one-to-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	Range of Exercise Prices		Weighted Average Exercise Price		Options on Shares Exercisable	Range of Exercise Prices		Weighted Average Exercise Price
1996 - expire in 2006	9,800	$	13	$	13.25	9,800	$	13	$	13.25
1997 - expire in 2007	420,700		17 - 21		17.44	420,700		17 - 21		17.44
1998 - expire in 2008	478,400		20 - 27		23.65	478,400		20 - 27		23.65
1999 - expire in 2009	789,260		21 - 25		23.55	789,260		21 - 25		23.55
2000 - expire in 2010	1,246,416		22 - 30		24.74	1,246,416		22 - 30		24.74
2001 - expire in 2011	1,462,268		29 - 35		32.13	1,462,268		29 - 35		32.13
2002 - expire in 2012	1,874,184		36 - 39		37.66	1,866,208		36 - 39		37.66
2003 - expire in 2013	2,066,524		40 - 46		40.10	1,391,780		40 - 46		40.06
2004 - expire in 2014	2,119,698		46 - 54		49.27	807,214		49 - 54		49.59
2005 - expire in 2013	1,821,700		46 - 51		46.81
Total options on number of shares	12,288,950	$	13 - 54	$	37.30	8,472,046	$	13 - 54	$	33.20

F-29

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

	Number of Shares		Price at Award Dates
			Weighted Average		Range of Prices
Unvested shares at December 31, 2003	605,936		$	35.04	$	22 - 47
Shares awarded during the period	118,580			48.40		48 - 54
Shares vested during the period	(206,058	)		32.66		22 - 53
Unvested shares at June 30, 2004	518,458		$	39.14	$	22 - 54
Unvested shares at December 31, 2004	453,954		$	39.58	$	23 - 53
Shares awarded during the period	3,750			48.32		48
Shares vested during the period	(177,020	)		45.52		38 - 52
Shares forfeited during the period	(2,500	)		47.28		47
Unvested shares at June 30, 2005	278,184		$	41.28	$	23 - 53

During 2004, 40,000 restricted stock awards were converted to RSUs. The RSUs vest in 2006.

Performance awards with a target of 147,764 Class A Common shares were issued in 2005. The number of shares ultimately awarded depends upon the extent to which specified performance measures are met. The shares earned vest between 2006 and 2008.

F-30

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

We are a diverse media concern with interests in national television networks (“Scripps Networks”), newspaper publishing, broadcast television, television retailing (“Shop At Home”), on-line comparison shopping (“Shopzilla”), interactive media and licensing and syndication. Scripps Networks includes five cable and satellite television programming services, Home & Garden Television (“HGTV”), Food Network, DIY Network (“DIY”), Fine Living and Great American Country (“GAC”). Our media businesses provide high quality news, information and entertainment content to readers and viewers. We have undergone a strategic transformation during the past 10 years, evolving from our historical role as a pioneer newspaper publisher and television broadcaster to one of the country’s leading providers of content for a growing range of print, video and electronic media platforms. Scripps Networks revenue and segment profits surpassed our newspaper segment results in 2004.

To create new businesses or acquire businesses that are expected to significantly increase shareholder value, we operate our core media businesses to maximize sustainable cash flow and place a high priority on allocating capital to businesses that will produce the best returns for our shareholders. We have used a portion of the cash produced by our newspapers and broadcast television stations to develop HGTV, DIY and Fine Living and to acquire Food Network, Shop At Home, GAC, and Shopzilla. The expansion of Scripps Networks, implementation of our commerce strategy at Shop At Home, and expanding our electronic media platform continue to be our company’s top strategic priorities.

Scripps Networks has sustained a period of rapid growth, successfully monetizing viewership gains, especially at its two more established networks, HGTV and Food Network. Strong upfront advertising sales at HGTV and Food, combined with a healthy scatter advertising market, has resulted in a prolonged period of strong, double digit profit and revenue growth that the company projects will continue through 2005. Revenue from affiliate fees paid by cable and satellite system operators to carry the networks also has been increasing at a rapid pace as the networks gain popularity and as introductory carriage agreements with cable system operators expire and are renegotiated at higher rates. We also have continued developing video content for the growing number of on-demand services and providing creative, short-form programming to keep pace with the growth of broadband Internet services. HGTVPro.com, our on-line network that provides high-quality video content for professionals in the home construction industry, is already attracting about 500,000 unique visitors per month.

At Shop At Home, we are investing capital to develop an innovative electronic commerce business. Our vision for Shop At Home is to provide a pure electronic commerce environment for products and services that, in part, parallel the consumer categories targeted by our national television networks. Shop At Home’s year-to-date merchandise revenues have increased approximately 37% during 2005 compared with 2004. This increase in revenue reflects improvements we have made in both the quality and variety of products that we are offering to home shoppers. In addition, we are continuing to migrate Scripps Networks talent to Shop At Home. During the second quarter, we reached an agreement with Emeril Lagasse to appear in live specials on the network selling cookware products.

F-31

During the second quarter, we completed the acquisition of Shopzilla. Shopzilla operates a comparison shopping search engine that helps on-line shoppers find products offered for sale on the Web by participating retailers. Shopzilla aggregates and organizes information on more than 30 million products from more than 55,000 retailers. Shopzilla also operates BizRate, a popular Web-based consumer feedback network with about 1 million consumer reviews of stores and products added each month. The acquisition enables us to capitalize on the rapid growth and rising profitability of specialized Internet search businesses and expands our electronic media platform.

At our newspapers, improvements in our 2005 results are attributed to the newspapers capitalizing on a modest improvement in advertising sales and successfully controlling expenses. To maintain competitive positions in our newspapers markets, we have introduced a number of new product initiatives. Examples include new zoned sections in Memphis and a popular Spanish-language publication in Ventura County. We are continuing to achieve significant increases in advertising revenues for these types of publications in hopes of offsetting some of the declines in traditional advertising revenue streams.

At our broadcast television stations, revenue and profits were expectedly lower due to the absence of political advertising.

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.

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, Investments, 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, 2004. There have been no significant changes in those accounting policies.

F-32

RESULTS OF OPERATIONS

The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our four 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.

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

	Quarter Period								Year-to-Date
(in thousands)	2005			Change		2004			2005			Change		2004
Operating revenues	$	627,343		14.6	%	$	547,316		$	1,212,404		14.3	%	$	1,060,972
Costs and expenses		(448,005	)	(11.5	)%		(401,639	)		(901,897	)	(12.6	)%		(801,299	)
Depreciation and amortization of intangibles		(18,608	)	(14.8	)%		(16,205	)		(35,805	)	(12.6	)%		(31,804	)
Gain on sale of production facility							11,148								11,148
Gains (losses) on disposal of property, plant and equipment		25					(89	)		(112	)	50.7	%		(227	)
Hurricane recoveries, net		1,892								1,892
Operating income		162,647		15.7	%		140,531			276,482		15.8	%		238,790
Interest expense		(7,559	)	8.6	%		(8,272	)		(14,931	)	4.7	%		(15,667	)
Equity in earnings of JOAs and other joint ventures		23,073		14.2	%		20,212			42,813		16.1	%		36,875
Interest and dividend income		374		23.4	%		303			582		(62.0	)%		1,530
Other investment results, net of expenses															14,674
Miscellaneous, net		(402	)				(200	)		(70	)				3
Income before income taxes and minority interests		178,133		16.8	%		152,574			304,876		10.4	%		276,205
Provision for income taxes		63,254		(16.1	)%		54,489			108,651		(9.4	)%		99,359
Income before minority interests		114,879		17.1	%		98,085			196,225		11.0	%		176,846
Minority interests		17,290		(48.3	)%		11,661			28,625		(43.8	)%		19,903
Net income	$	97,589		12.9	%	$	86,424		$	167,600		6.8	%	$	156,943
Net income per diluted share of common stock	$	.59		13.5	%	$	.52		$	1.01		6.3	%	$	.95

The increase in operating revenues was partially attributed to the continued growth in advertising and network affiliate fee revenues at our national television networks. 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, wider distribution of our networks, and the impact of reaching several renewal agreements with cable television operators during the second half of 2004. Increases in operating revenues were also attributed to increases in merchandise sales at Shop At Home, continued improvement in help wanted and real estate classified advertising at our newspapers and the renewal of multi-year license agreements for certain of our Peanuts animated films at United Media. These increases in revenue were partially offset by declines in revenue at our broadcast television stations attributed to the absence of political advertising.

Costs and expenses were impacted by the expanded hours of original programming and costs to promote our national networks, increases in costs of merchandise sold at Shop At Home and increased personnel and infrastructure costs incurred to support the growth at Shop At Home, and an increase in royalty and talent costs associated with the renewal of Peanuts film licenses.

Depreciation and amortization increased primarily as a result of the acquisitions of Shopzilla, Summit America and Great American Country.

Second quarter and year-to-date operating results in 2004 include an $11.1 million gain on the sale of our Cincinnati television station’s production facility to the City of Cincinnati. Net income was increased by $7.0 million, $.04 per share.

During the third quarter of 2004, certain of our Florida operations sustained hurricane damages. In the second quarter of 2005, our affected businesses reached agreement with insurance providers and other responsible third parties on certain of our property and business interruption claims and recorded insurance recoveries of $2.2 million. These insurance recoveries were partially offset by additional estimated losses of $0.3 million recorded in 2005. Net income was increased by $1.2 million, $.01 per share.

F-33

Interest expense includes interest incurred on our outstanding borrowings and interest incurred on deferred compensation and other employment agreements. Interest incurred on our outstanding borrowings decreased during the quarter due to lower average debt levels. The average balance of outstanding borrowings was $470 million in 2005 and $557 million in 2004. The effects of the lower borrowing levels were partially offset by an increase in weighted average interest rate on all borrowings to 5.3% in 2005 from 4.9% in 2004 and higher interest incurred on deferred compensation agreements.

Equity in earnings of JOAs in the second quarter of 2004 was reduced by a $2.5 million accrual the company recorded as a result of a court judgment involving its newspaper partnership in Birmingham, Alabama.

Interest and dividend income in 2004 included interest income on the Summit America note receivable that was assumed during our second quarter 2004 acquisition of Summit America.

Other investment results in 2004 represent realized gains from the sale of certain investments, including Digital Theater Systems. Net income was increased by $9.5 million, $.06 per share.

Information regarding our effective tax rate is a follows:

(in thousands)	Quarter Period								Year-to-Date
	2005			Change		2004			2005			Change		2004
Income before income taxes and minority interests as reported	$	178,133		16.8	%	$	152,574		$	304,876		10.4	%	$	276,205
Income allocated to non-controlling interests		15,012					10,988			25,730					18,605
Income allocated to Scripps	$	163,121				$	141,586		$	279,146				$	257,600
Provision for income taxes	$	63,254		16.1	%	$	54,489		$	108,651		9.4	%	$	99,359
Effective income tax rate as reported		35.5	%				35.7	%		35.6	%				36.0	%
Effective income tax rate on income allocated to Scripps		38.8	%				38.5	%		38.9	%				38.6	%

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.

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 discreet 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 second quarter of 2005 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%. We expect minority interest will be between $25 million and $27 million in the second half of 2005.

Business Segment Results - As discussed in Note 16 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.

F-34

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:

	Quarter Period								Year-to-Date
(in thousands)	2005			Change		2004			2005			Change		2004
Segment operating revenues:
Scripps Networks	$	244,252		26.7	%	$	192,820		$	446,853		27.1	%	$	351,589
Newspapers:
Newspapers managed solely by us		180,696		3.4	%		174,723			362,868		2.7	%		353,196
Newspapers operated pursuant to JOAs		104		76.3	%		59			168		43.6	%		117
Total newspapers		180,800		3.4	%		174,782			363,036		2.8	%		353,313
Broadcast television		83,183		(4.8	)%		87,379			155,443		(4.7	)%		163,037
Shop At Home		86,868		31.0	%		66,307			189,012		34.7	%		140,286
Shopzilla		1,047								1,047
Licensing and other media		31,193		19.8	%		26,028			57,013		8.1	%		52,747
Total operating revenues		627,343		14.6	%		547,316		$	1,212,404		14.3	%	$	1,060,972
Segment profit (loss):
Scripps Networks		123,461		41.0	%		87,535		$	204,402		36.4	%	$	149,840
Newspapers:
Newspapers managed solely by us		53,380		4.8	%		50,922			109,396		5.0	%		104,166
Newspapers operated pursuant to JOAs		10,422		36.5	%		7,636			18,430		36.6	%		13,488
Total newspapers		63,802		9.0	%		58,558			127,826		8.6	%		117,654
Broadcast television		27,074		(4.0	)%		28,215			43,353		(4.6	)%		45,442
Shop At Home		(6,955	)				(2,740	)		(10,378	)	(63.2	)%		(6,361	)
Shopzilla		358								358
Licensing and other media		6,329		45.1	%		4,361			11,184		29.6	%		8,631
Corporate		(9,766	)	2.7	%		(10,040	)		(21,533	)	(15.4	)%		(18,658	)
Total segment profit		204,303		23.2	%		165,889			355,212		19.8	%		296,548
Depreciation and amortization of intangibles		(18,608	)	(14.8	)%		(16,205	)		(35,805	)	(12.6	)%		(31,804	)
Gain on sale of production facility							11,148								11,148
Gains (losses) on disposal of property, plant and equipment		25					(89	)		(112	)	50.7	%		(227	)
Interest expense		(7,559	)	8.6	%		(8,272	)		(14,931	)	4.7	%		(15,667	)
Interest and dividend income		374		23.4	%		303			582		(62.0	)%		1,530
Other investment results, net of expenses															14,674
Miscellaneous, net		(402	)				(200	)		(70	)				3
Income before income taxes and minority interests	$	178,133		16.8	%	$	152,574		$	304,876		10.4	%	$	276,205

Operating results for Shopzilla are included in our results of operations from the June 27, 2005 acquisition date. Shopzilla is expected to generate segment profits of $3 million to $5 million in the third quarter of 2005 and is expected to have a slightly dilutive effect to our earnings for the full year of 2005.

The increase in Licensing and other media’s revenues for the second quarter and year-to-date periods is primarily attributed to the renewals of multi-year license agreements with the ABC Television Network for certain of our Peanuts animated films.

Year-to-date corporate expenses primarily increased in 2005 compared with 2004 due to employee separation related charges accrued during the first quarter.

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

F-35

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:

	Quarter Period							Year-to-Date
(in thousands)	2005		Change		2004			2005		Change		2004
Scripps Networks:
Equity in earnings of joint ventures	$	2,564	(13.7	)%	$	2,970		$	4,733	11.9	%	$	4,228
Newspapers:
Equity in earnings of JOAs		20,282	17.4	%		17,277			37,853	15.7	%		32,722
Equity in earnings (loss) of joint ventures		227				(35	)		227				(75	)
Total equity in earnings of JOAs and other joint ventures	$	23,073	14.2	%	$	20,212		$	42,813	16.1	%	$	36,875

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:

	Quarter Period								Year-to-Date
(in thousands)	2005			Change		2004			2005			Change		2004
Depreciation and amortization:
Scripps Networks	$	4,314		58.4	%	$	2,723		$	8,370		53.9	%	$	5,438
Newspapers:
Newspapers managed solely by us		5,472		5.1	%		5,205			10,745		2.4	%		10,498
Newspapers operated pursuant to JOAs		381		4.1	%		366			755		3.4	%		730
Total newspapers		5,853		5.1	%		5,571			11,500		2.4	%		11,228
Broadcast television		4,894		1.5	%		4,822			9,741		4.1	%		9,359
Shop At Home		2,429		1.9	%		2,384			4,317		(1.3	)%		4,373
Shopzilla		342								342
Licensing and other media		224		38.3	%		162			443		38.4	%		320
Corporate		552		1.7	%		543			1,092		0.6	%		1,086
Total	$	18,608		14.8	%	$	16,205		$	35,805		12.6	%	$	31,804
Gains (losses) on disposal of PP&E:
Scripps Networks	$	(4	)			$	4		$	(25	)			$	(3	)
Newspapers:
Newspapers managed solely by us		(124	)				(2	)		(138	)				(36	)
Newspapers operated pursuant to JOAs		(1	)				1								2
Total newspapers		(125	)				(1	)		(138	)				(34	)
Broadcast television		222					11,069			223					10,971
Shop At Home		(66	)				(13	)		(154	)				(13	)
Corporate		(2	)							(18	)
Gains (losses) on disposal of PP&E	$	25				$	11,059		$	(112	)			$	10,921
Interest and dividend income:
Newspapers managed solely by us	$	82		24.2	%	$	66		$	144		13.4	%	$	127
Newspapers operated pursuant to JOAs		5					5			8		(27.3	)%		11
Total newspapers		87		22.5	%		71			152		10.1	%		138
Summit America note							173								1,306
Corporate		254					53			391					76
Other		33					6			39					10
Total interest and dividend income	$	374		23.4	%	$	303		$	582		(62.0	)%	$	1,530

F-36

Scripps Networks - Scripps Networks includes our national lifestyle television networks: Home & Garden Television (“HGTV”), Food Network, DIY Network (“DIY”), Fine Living and Great American Country (“GAC”). Programming from our networks can be viewed on demand (“VOD”) on cable television systems in about 84 markets across the United States. Scripps Networks also includes our on-line channel, HGTVPro.com, 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 on November 17, 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 90% 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.

F-37

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 while the costs of shared facilities and services are not allocated to individual networks.

Financial information for Scripps Networks is as follows:

	Quarter Period								Year-to-Date
(in thousands)	2005			Change		2004			2005			Change		2004
Operating revenues:
HGTV	$	123,196		21.5	%	$	101,390		$	227,614		22.1	%	$	186,488
Food Network		95,477		21.9	%		78,311			174,546		23.4	%		141,453
DIY		12,586		53.8	%		8,182			22,012		47.0	%		14,974
Fine Living		7,130		47.4	%		4,837			13,097		53.6	%		8,525
GAC		3,570								6,951
Other		2,293					100			2,633					149
Total segment operating revenues	$	244,252		26.7	%	$	192,820		$	446,853		27.1	%	$	351,589
Contribution to segment profit (loss):
HGTV	$	86,072		36.1	%	$	63,253		$	150,219		31.7	%	$	114,075
Food Network		59,270		35.3	%		43,795			102,547		33.8	%		76,664
DIY		2,237		30.8	%		1,710			3,584		31.5	%		2,725
Fine Living		469		125.9	%		(1,808	)		(215	)	95.1	%		(4,361	)
GAC		100								(815	)
Unallocated costs and other		(24,687	)	(27.2	)%		(19,415	)		(50,918	)	(29.7	)%		(39,263	)
Total segment profit	$	123,461		41.0	%	$	87,535		$	204,402		36.4	%	$	149,840
Homes reached in June (1):
HGTV										88,800		3.7	%		85,600
Food Network										87,600		4.2	%		84,100
DIY										34,000		17.2	%		29,000
Fine Living										27,000		17.4	%		23,000
GAC										38,400		40.7	%		27,300

(1) Approximately 93 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.

F-38

Operating results for Scripps Networks were as follows:

(in thousands)	Quarter Period								Year-to-Date
	2005			Change		2004			2005			Change		2004
Segment operating revenues:
Advertising	$	202,072		28.3	%	$	157,472		$	361,571		29.2	%	$	279,886
Network affiliate fees, net		39,624		18.1	%		33,554			81,599		21.0	%		67,431
Other		2,556		42.5	%		1,794			3,683		(13.8	)%		4,272
Total segment operating revenues		244,252		26.7	%		192,820			446,853		27.1	%		351,589
Segment costs and expenses:
Employee compensation and benefits		28,025		18.0	%		23,759			55,629		21.0	%		45,975
Programs and program licenses		43,297		8.9	%		39,742			85,814		10.3	%		77,821
Other segment costs and expenses		52,033		16.3	%		44,754			105,741		28.7	%		82,181
Total segment costs and expenses		123,355		13.9	%		108,255			247,184		20.0	%		205,977
Segment profit before joint ventures		120,897		43.0	%		84,565			199,669		37.1	%		145,612
Equity in income of joint ventures		2,564		(13.7	)%		2,970			4,733		11.9	%		4,228
Segment profit	$	123,461		41.0	%	$	87,535		$	204,402		36.4	%	$	149,840
Supplemental Information:
Billed network affiliate fees	$	46,162		16.9	%	$	39,495		$	92,420		17.3	%	$	78,807
Network launch incentive payments		4,191					23,722			9,270					29,394
Payments for programming less (greater) than program cost amortization		(12,648	)				(11,972	)		(15,639	)				(18,555	)
Depreciation and amortization		4,314					2,723			8,370					5,438
Capital expenditures		1,916					10,695			4,772					14,602
Business acquisitions and other additions to long-lived assets		56,779					58,441			100,922					104,064

Advertising revenues increased due primarily to an increased demand for advertising time and higher advertising rates at our networks. Advertising revenues are expected to increase approximately 25% to 30% year-over-year in the third quarter of 2005.

The increase in network affiliate fees reflects both scheduled rate increases and wider distribution of the networks. Affiliate fee revenue in 2005 was favorably affected by the completion of several renewal agreements with cable television operators that occurred during the third quarter of 2004. Network affiliate fees are expected to be about $40 million in the third quarter of 2005.

Employee compensation and benefit expenses increased due to the hiring of additional employees to support the growth of Scripps Networks.

Programs and program licenses and other costs and expenses increased due to the improved quality and variety of programming, expanded hours of original programming and continued efforts to promote the programming in order to attract a larger audience.

The bankruptcy court’s ruling on certain amounts due to us in the Adelphia Communications bankruptcy resulted in a reversal of previously recorded bad debt losses. Second quarter 2005 other costs and expenses were reduced by a $3 million.

Our continued investment in building viewership across all of our networks is expected to increase total segment expenses approximately 20% year-over-year in the third quarter of 2005.

F-39

Newspapers - We operate daily and community newspapers in 19 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. Four 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:

	Quarter Period							Year-to-Date
(in thousands)	2005		Change		2004			2005		Change		2004
Segment operating revenues:
Local	$	41,598	3.5	%	$	40,208		$	84,133	1.9	%	$	82,536
Classified		58,311	5.6	%		55,237			115,827	4.4	%		110,940
National		10,320	2.0	%		10,114			20,777	3.9	%		19,992
Preprint and other		34,477	4.6	%		32,956			68,270	6.4	%		64,191
Newspaper advertising		144,706	4.5	%		138,515			289,007	4.1	%		277,659
Circulation		31,784	(1.1	)%		32,126			65,573	(2.6	)%		67,352
Other		4,206	3.0	%		4,082			8,288	1.3	%		8,185
Total operating revenues		180,696	3.4	%		174,723			362,868	2.7	%		353,196
Segment costs and expenses:
Employee compensation and benefits		66,753	1.1	%		66,024			132,507	0.1	%		132,377
Newsprint and ink		20,335	2.8	%		19,779			41,154	3.2	%		39,861
Other segment costs and expenses		40,585	6.9	%		37,963			80,168	4.5	%		76,717
Total costs and expenses		127,673	3.2	%		123,766			253,829	2.0	%		248,955
Hurricane recoveries, net		130							130
Contribution to segment profit before joint ventures		53,153	4.3	%		50,957			109,169	4.7	%		104,241
Equity in earnings (loss) of joint ventures		227				(35	)		227				(75	)
Contribution to segment profit	$	53,380	4.8	%	$	50,922		$	109,396	5.0	%	$	104,166
Supplemental Information:
Depreciation and amortization	$	5,472			$	5,205		$	10,745			$	10,498
Capital expenditures		2,697				5,374			5,254				14,216

F-40

Newspaper advertising revenues increased in 2005 primarily 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. We expect newspaper advertising revenue to increase between 5% and 7% year-over-year in the second half of 2005. Advertising revenues in the second half of 2004 were affected by the impacts of hurricanes on certain of our Florida newspapers.

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 $5.4 million in the second quarter of 2005 compared with $4.0 million in the second quarter of 2004. Year-to-date Internet advertising revenues were $9.8 million in 2005 compared with $7.5 million in 2004. We expect continued growth in advertising on our Internet sites as we continue to leverage our local franchises in help wanted, automotive and real estate advertising.

Increases in newsprint and ink costs reflect an increase in newsprint prices of approximately 9% that was partially offset by a 5% decrease in newsprint consumption. We expect newsprint costs to increase approximately 10% to 13% year-over-year in the second half of 2005.

The increases in other segment costs and expenses reflect costs associated with the development of new ancillary products and services. We expect other costs and expenses to increase approximately 3% to 4% year-over-year in the second half of 2005.

F-41

Newspapers operated under Joint Operating Agreements (“JOAs”): Four 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
Birmingham Post-Herald	Newhouse Newspapers	1950	2015
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 and between 20% and 40% of the profits from the other three JOAs.

Operating results for our newspapers operated under JOAs were as follows:

	Quarter Period						Year-to-Date
(in thousands)	2005		Change		2004		2005		Change		2004
Equity in earnings of JOAs included in segment profit:
Denver	$	9,744	5.5	%	$	9,232	$	17,669	16.3	%	$	15,195
Cincinnati		5,684	2.4	%		5,551		11,038	4.8	%		10,529
Other		4,854	94.6	%		2,494		9,146	30.7	%		6,998
Total equity in earnings of JOAs included in segment profit		20,282	17.4	%		17,277		37,853	15.7	%		32,722
Operating revenues		104	76.3	%		59		168	43.6	%		117
Total		20,386	17.6	%		17,336		38,021	15.8	%		32,839
JOA editorial costs and expenses:
Denver		6,262	5.5	%		5,933		12,136	2.7	%		11,815
Cincinnati		1,982	(2.3	)%		2,029		3,986	(1.6	)%		4,051
Other		1,720	(1.0	)%		1,738		3,469	(0.5	)%		3,485
Total JOA editorial costs and expenses		9,964	2.7	%		9,700		19,591	1.2	%		19,351
JOAs contribution to segment profit:
Denver		3,510	5.2	%		3,336		5,597	62.0	%		3,456
Cincinnati		3,702	5.1	%		3,524		7,052	8.8	%		6,479
Other		3,210				776		5,781	62.7	%		3,553
Total JOA contribution to segment profit	$	10,422	36.5	%	$	7,636	$	18,430	36.6	%	$	13,488
Supplemental Information:
Depreciation and amortization	$	381			$	366	$	755			$	730
Capital expenditures		435				228		638				338

Equity in earnings of JOAs in the second quarter of 2004 was reduced by a $2.5 million accrual as a result of a court judgment involving the Birmingham, Alabama, JOA.

The increase in the Denver JOA’s results is attributed to continued cost containment at the JOA.

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

F-42

Broadcast Television – Broadcast television includes six ABC-affiliated stations, three NBC-affiliated stations and one independent. Each station is located in one of the 60 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.

Advertising provides substantially all of each station’s operating revenues. Employee and programming costs are the primary expenses. Increased viewing choices on cable and satellite television systems and the growth of alternative electronic entertainment devices has resulted in fragmentation of the viewing audience. Further audience fragmentation could adversely affect our broadcast television stations.

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:

	Quarter Period						Year-to-Date
(in thousands)	2005		Change		2004		2005			Change		2004
Segment operating revenues:
Local	$	52,662	5.1	%	$	50,095	$	97,617		3.3	%	$	94,464
National		26,524	(1.2	)%		26,850		50,014		1.1	%		49,481
Political		440	(92.9	)%		6,172		478		(95.4	)%		10,324
Network compensation		1,333	(39.6	)%		2,207		2,837		(37.6	)%		4,545
Other		2,224	8.2	%		2,055		4,497		6.5	%		4,223
Total segment operating revenues		83,183	(4.8	)%		87,379		155,443		(4.7	)%		163,037
Segment costs and expenses:
Employee compensation and benefits		30,580	(0.7	)%		30,798		60,670		(1.2	)%		61,428
Programs and program licenses		11,804	0.6	%		11,738		23,462		(0.3	)%		23,522
Other segment costs and expenses		15,487	(6.9	)%		16,628		29,720		(9.0	)%		32,645
Total segment costs and expenses		57,871	(2.2	)%		59,164		113,852		(3.2	)%		117,595
Hurricane recoveries, net		1,762						1,762
Segment profit	$	27,074	(4.0	)%	$	28,215	$	43,353		(4.6	)%	$	45,442
Supplemental Information:
Payments for programming less (greater) than program cost amortization	$	111			$	126	$	(713	)			$	(581	)
Depreciation and amortization		4,894				4,822		9,741					9,359
Capital expenditures		2,420				4,397		3,308					9,320

F-43

Broadcast television operating results are significantly affected by the political cycle. While we expect local and national advertising revenues will increase between 8% and 9% year-over-year in the second half of 2005, total advertising revenue will be down approximately 8% to 10% due to political revenues earned in 2004 that we are not receiving in 2005. Political advertising revenues were $31.2 million in the second half of the year in 2004. Advertising revenues in the second half remaining of 2004 were also affected by the impacts of hurricanes at certain of our Florida television stations.

Negotiations continue on new affiliation agreements for our six ABC affiliate stations. Five of our ABC affiliation agreements, whose expiration dates fell in 2004 and 2005, have been extended on a monthly basis under their original terms while negotiations proceed. The affiliation agreement of our remaining ABC affiliated station expires in 2006. Our ABC affiliates recognized $1.3 million of network compensation revenue in the second quarter of 2005 and $2.1 million in 2004. Year-to-date network compensation revenue was $2.7 million in 2005 and $4.4 million in 2004. We are unable to predict the amount of network compensation we may receive upon renewal of these agreements.

Broadcast television segment profit in 2005 was increased $1.8 million by recoveries received from hurricane damage insurance settlements.

F-44

Shop At Home - On April 14, 2004, we completed our acquisition of Summit America Television Inc. (“Summit America”). Summit America owned a 30% minority interest in Shop At Home and owned and operated five Shop At Home-affiliated broadcast television stations.

Shop At Home markets a range of consumer goods directly to television viewers and visitors to its Web site. Programming is distributed on a full or part-time basis under the terms of affiliation agreements with broadcast television stations and cable and satellite television systems. Affiliates are paid a fee (“network distribution fee”) based upon the number of cable and direct broadcast satellite households reached by the affiliate.

Retail merchandise sales provide substantially all of Shop At Home’s operating revenues and cost of merchandise sold and network distribution costs are the primary expenses. Shop At Home’s operating results are influenced by the distribution of the network, our ability to attract an audience, our selection and mix of product, and by consumers’ discretionary spending.

Operating results for Shop At Home were as follows:

	Quarter Period								Year-to-Date
(in thousands)	2005			Change		2004			2005			Change		2004
Segment operating revenues:
Retail merchandise	$	82,999		33.2 %		$	62,304		$	180,601		37.2 %		$	131,646
Shipping and handling		3,566		9.8	%		3,247			7,849		8.5 %			7,235
Other		303		(59.9	)%		756			562		(60.0	)%		1,405
Total segment operating revenues		86,868		31.0 %			66,307			189,012		34.7 %			140,286
Segment costs and expenses:
Cost of merchandise sold		58,000		40.7 %			41,235			125,396		40.9 %			88,999
Network distribution fees		15,286		14.4 %			13,360			30,587		6.7 %			28,655
Employee compensation and benefits		9,283		26.4 %			7,343			19,408		25.4 %			15,473
Other segment costs and expenses		11,254		58.3 %			7,109			23,999		77.5 %			13,520
Total segment costs and expenses		93,823		35.9 %			69,047			199,390		36.0 %			146,647
Segment profit (loss)	$	(6,955	)	(153.8	)%	$	(2,740	)	$	(10,378	)	(63.2	)%	$	(6,361	)
Supplemental Information:
Interest and dividend income from Summit America						$	173							$	1,306
Depreciation and amortization	$	2,429					2,384		$	4,317					4,373
Capital expenditures		2,657					1,213			3,956					3,039
Business acquisitions and other additions to long-lived assets							228,686								228,686

We continue to implement our merchandising plan and electronic commerce strategy at Shop At Home, improving the mix, quality and appeal of products offered for sale both online and on air. Sales of products in the home and cookware categories increased by 66% in the first half of 2005 compared with the first half of 2004 and represent approximately 12% of total revenue in 2005.

Shop At Home programming reached an average full-time equivalent of 53.2 million homes in the second quarter of 2005, up from 49.0 million homes in the second quarter of 2004. Average revenue per full-time equivalent home was $6.46 for the twelve months ended June 30, 2005, compared with $5.63 for the previous year period.

In connection with the acquisition of Summit America, we assumed Summit America’s obligations to us under the $47.5 million secured loan and $3 million redeemable preferred stock extended to Summit America as part of the 2002 acquisition of the controlling interest in Shop At Home. We also assumed Summit America’s rights under the Shop At Home affiliation agreements with the Summit America broadcast television stations. Accordingly, interest and dividend income from Summit America and network distribution fees paid to the Summit America broadcast television stations ceased upon the acquisition of Summit America.

Increases in other segment costs and expenses reflect additional costs to support Shop At Home’s growth. These costs include increases in the costs of facilities, outside services, bad debt losses and marketing research costs.

We expect segment losses at Shop At Home to be approximately $15 million to $20 million for the full year of 2005.

F-45

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is our cash flow from operating activities. Advertising provides approximately 65% 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:

(in thousands)	Six months ended June 30,
	2005			2004
Net cash provided by operating activities	$	235,100		$	161,467
Capital expenditures		(19,835	)		(42,288	)
Dividends paid, including to minority interests		(42,151	)		(31,221	)
Repurchase Class A Common shares		(2,959	)
Employee stock option proceeds		18,027			23,379
Other financing activities		(14,979	)		(7,292	)
Cash flow available for acquisitions and debt repayment	$	173,203		$	104,045
Sources and uses of available cash flow:
Business acquisitions and net investment activity	$	(527,227	)	$	(166,911	)
Other investing activity		799			2,966
Increase (decrease) in long-term debt		367,380			67,171

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. Cash required for the development of our emerging brands (DIY, Fine Living, GAC, video-on-demand and Shop At Home) was approximately $22 million in the first half of 2005. We expect cash flow from operating activities in 2005 will provide sufficient liquidity to continue the development of our emerging brands and to fund the capital expenditures necessary to support our businesses.

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.

On April 14, 2004, we completed the acquisition of Summit America Television, Inc. for approximately $180 million in cash. The acquisition was financed through cash and short-term investments on hand and additional borrowings on our existing credit facilities.

In the second quarter of 2004, the Denver JOA entered into an $88 million financing arrangement with a group of banks to construct a new office building for the non-production related employees of the Denver JOA and the editorial departments of both the Rocky Mountain News and Media News Group’s (“MNG”) Denver Post. Upon completion of construction, which is expected to take approximately 24 months, the Denver JOA will lease the building for an initial term of five years. Scripps and MNG are not parties to the arrangement and have not guaranteed any of the Denver JOA’s obligations under the arrangement. At the end of the initial lease term the Denver JOA will either renegotiate an additional lease term, relocate to an alternative building or acquire the building. Relocation or acquisition of the building may require capital contributions by the JOA partners.

Pursuant to the terms of the Food Network general partnership agreement, the partnership is required to provide cash distributions to the general partners equal to each partner’s share of the partnership tax liability. Cash distributions to Food Network’s non-controlling interests totaling $7.0 million were made for the first time in 2005. In prior years, available cash was used by the partnership to repay loans to its partners. We expect these cash distributions will approximate $28 million in the second half of 2005.

We are authorized to repurchase up to 5 million of our Class A Common shares. In the second quarter of 2005 we instituted a stock repurchase program. The intent of the program is to reacquire shares to offset the dilution resulting from our stock compensation programs. The stock repurchase program can be discontinued at any time.

F-46

We have a credit facility that permits $450 million in aggregate borrowings and expires in July 2009. Total borrowings under the facility were $300 million at June 30, 2005.

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.

We have a U.S. shelf registration statement which allows us to borrow up to an additional $300 million as of June 30, 2005.

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 (primarily in the exchange rate for the Japanese yen) 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 Japanese yen 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 June 30, 2005.

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

(in thousands, except share data)	As of June 30, 2005						As of December 31, 2004
	Cost Basis			Fair Value			Cost Basis			Fair Value
Financial instruments subject to interest rate risk:
Variable-rate credit facilities, including commercial paper	$	300,437		$	300,437		$	82,766		$	82,766
$100 million, 6.625% notes, due in 2007		99,967			105,296			99,960			107,500
$50 million, 3.75% notes, due in 2008		50,000			49,394			50,000			49,735
$100 million, 4.25% notes, due in 2009		99,575			99,625			99,527			100,038
$150 million, 4.30% notes, due in 2010		149,760			149,579
$200 million, 5.75% notes, due in 2012		199,122			213,564			199,060			212,960
Other notes		1,590			1,370			1,638			1,440
Total long-term debt including current portion	$	900,451		$	919,265		$	532,951		$	554,439
Interest rate swap	$	(606	)	$	(606	)	$	(265	)	$	(265	)
Financial instruments subject to market value risk:
Time Warner (2,017,000 common shares)	$	29,667		$	33,701		$	29,667		$	39,227
Other available-for-sale securities		1,680			4,462			2,062			4,673
Total investments in publicly-traded companies		31,347			38,163			31,729			43,900
Other equity securities		8,173				(a)		7,282				(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.

F-47

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 completed the acquisition of Shopzilla, a leading online comparison shopping service, on June 27, 2005. This business represents a separate segment with total assets of $625 to $650 million as of June 30, 2005, subject to final asset valuation, and expected revenues of $130 to $140 million for the full year 2005. It is also a separate control environment. We have excluded this segment from management’s report on internal control over financial reporting, as permitted by SEC guidance, for the quarter ended June 30, 2005.

F-48

THE E. W. SCRIPPS COMPANY

Index to Exhibits

Exhibit No.	Item
10.22	Agreement and Plan of Merger and Reorganization by and among The E.W. Scripps Company, Green Monster Acquisition Corp., Shopzilla, Inc. and The Shareholders’ Representative
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