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(1)	The number of shares of the Registrant being registered represents the estimated maximum number of shares of the Registrant to be issuable in connection with the broadcast merger described in the enclosed joint proxy statement/prospectus.

(2)

The estimated maximum number of shares to be issued in connection with the broadcast merger is based upon the product obtained by multiplying (x) 51,150,422, the maximum number of shares of common stock (“Journal Common Stock”), $0.01 par value per share, of Journal Communications, Inc. (“Journal”), estimated to be outstanding immediately prior to the broadcast merger described herein (calculated as the sum of (1) 45,196,343, the number of shares of Class A common stock, $0.01 par value per share, of Journal (“Journal Class A Common Stock”) outstanding as of October 31, 2014, plus (2) 5,716,538, the number of shares of Class B common stock, $0.01 par value per share, of Journal (“Journal Class B Common Stock”) outstanding as of October 31, 2014, plus (3) 237,541, the number of shares of Journal Class A Common Stock issuable in respect of Journal performance units outstanding as of October 31, 2014, by (y) 0.5176, based on the exchange ratio of 0.5176:1 in the broadcast merger.

(3)

Pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act") and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying (x) $9.74 (the average of the high and low prices of shares of Journal Class A Common Stock on November 17, 2014) by (y) 26,475,459 Class A Common shares of the Registrant to be received by the holders of shares of Journal Common Stock in the broadcast merger as described in Note (2).

(4)	Calculated in accordance with Section 6(b) of the Securities Act, by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001162.

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1.	to consider and vote on a proposal to amend the articles of incorporation of Scripps to enable Scripps to issue in connection with the spin-off of its newspaper business the same class of common shares of the entity to be spun off to each holder of class A common shares and common voting shares of Scripps; and

2.	to consider and vote on a proposal to approve the issuance of class A common shares pursuant to the merger of Journal Communications, Inc., a Wisconsin corporation (“Journal”) into a wholly owned subsidiary of Scripps.

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1.	a proposal to approve the spin-off of our newspaper business to our shareholders and the subsequent merger of the entity that will hold such newspaper business with a wholly owned subsidiary of Journal Media Group, Inc., a Wisconsin corporation;

2.	a proposal to approve the merger of Journal into a wholly owned subsidiary of The E. W. Scripps Company, an Ohio corporation (“Scripps”), following the spin-off of our newspaper business;

3.	a non-binding, advisory proposal to approve the compensation that may be paid or become payable to our named executive officers in connection with the transactions; and

4.	a proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the proposals set forth in items 1 and 2 above.

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1.

Consider and vote on a proposal to amend the articles of incorporation of Scripps to allow Scripps to effect the spin-off of its newspaper business through the issuance of the same class of common shares of the entity that will own such business (which we refer to as “Scripps Spinco”) to each holder of class A common shares and each holder of common voting shares of Scripps, which we refer to as the “Scripps amendment proposal.” The proposed amendment to Scripps’ articles of incorporation is shown in Annex B attached hereto.

2.	Consider and vote on a proposal to approve the issuance of class A common shares of Scripps pursuant to the broadcast merger, which we refer to as the “Scripps share issuance proposal.”

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1.	A proposal to approve the spin-off of the Journal newspaper business and the subsequent merger of the entity that will hold such newspaper business (which we refer to as “Journal Spinco”) with a wholly owned subsidiary of Journal Media Group, which we refer to as the “Journal spin-off proposal;”

2.	A proposal to approve the broadcast merger, which we refer to as the “Journal merger proposal;”

3.	A non-binding, advisory proposal to approve the compensation that may be paid or become payable to Journal’s named executive officers in connection with the transactions, as disclosed in this joint proxy statement/prospectus, which we refer to as the “Journal compensation proposal;” and

4.	A proposal to approve the adjournment or postponement of the Journal special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Journal special meeting to approve both the Journal spin-off proposal and the Journal merger proposal, which we refer to as the “Journal adjournment proposal.”

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•	you can send a signed notice of revocation to the Secretary of Scripps or Journal, as appropriate;

•	you can submit a revised proxy bearing a later date by mail, or, if you are a Journal shareholder, by internet or telephone; or

•	you can attend your company’s special meeting and vote in person, which will automatically cancel any proxy previously given, though your attendance alone will not revoke any proxy that you have previously given.

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•

first as a taxable dividend to the extent of the pro rata share of Scripps’ current and accumulated earnings and profits that is allocable to the Scripps common share, if any (as of September 30, 2014, Scripps had no current or accumulated earnings and profits, and Scripps is excepted not to have any current or accumulated earnings or profits for the taxable year in which the distribution is made);

•	then as a non-taxable return of capital to the extent of such shareholder’s tax basis in the Scripps share; and

•	thereafter as capital gain with respect to any remaining value.

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•	being required to pay costs and expenses relating to the transactions, such as termination fees and costs and legal, and accounting fees, whether or not the transactions are completed; and

•	loss of time and resources committed by each company’s management to matters relating to the transactions that could have been devoted to pursuing other beneficial opportunities.

•	integrating Scripps’ and Journal’s existing businesses;

•	integrating information systems and internal controls over accounting and financial reporting;

•	retaining key employees;

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•	preserving significant business relationships;

•	consolidating corporate and administrative functions; and

•	conforming standards, controls, procedures and policies, business cultures and compensation structures.

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•	The advertising and marketing spending by customers can be subject to seasonal and cyclical variations and are likely to be adversely affected during economic downturns.

•	Television and radio advertising revenues in even-numbered years benefit from political advertising, which is affected by campaign finance laws, as well as the competitiveness of specific political races in the markets where our television and radio stations will operate.

•	Continued consolidation and contraction of local advertisers in Scripps’ local markets could adversely impact Scripps’ operating results, given that Scripps expects the majority of its advertising to be sold to local businesses in its markets.

•	Television audiences have continued to fragment in recent years as the broad distribution of cable and satellite television has greatly increased the options available to the viewing public. Continued fragmentation of television audiences could adversely impact advertising rates, which will reflect the size and demographics of the audience reached by advertisers through Scripps’ media businesses.

•	Television stations have significant exposure to automotive advertising. If automobile advertising declines and Scripps is unable to secure replacement advertisers, Scripps’ advertising revenues could decline and affect Scripps’ profitability following completion of the transactions.

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•	Pursuant to FCC rules, local television stations must elect every three years to either (1) require cable operators and/or direct broadcast satellite carriers to carry the stations’ over the air signals or (2) enter into retransmission

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•

If Scripps cannot renew its FCC broadcast licenses, Scripps’ broadcast operations will be impaired. Scripps’ business will depend upon maintaining its and Journal’s broadcast licenses from the FCC, which has the authority to revoke licenses, not renew them, or renew them only with significant qualifications, including renewals for less than a full term. Scripps cannot assure that future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect its operations. If the FCC fails to renew any of these licenses, it could prevent Scripps from operating the affected stations. If the FCC renews a license with substantial conditions or modifications (including renewing the license for a term of fewer than eight years), it could have a material adverse effect on the affected station’s revenue-generation potential

•

The FCC and other government agencies are considering various proposals intended to promote consumer interests, including proposals to encourage locally-focused television programming, to restrict certain types of advertising to children, and to repurpose some of the broadcast spectrum. New government regulations affecting the television industry could raise programming costs, restrict broadcasters’ operating flexibility, reduce advertising revenues, raise the costs of delivering broadcast signals, or otherwise affect Scripps’ operating results after the completion of the transactions. Scripps cannot predict the nature or scope of future government regulation or its impact on its operations.

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•	general market and economic conditions and market trends, including in the television and radio broadcast industries and the financial markets generally;

•	the political, economic and social situation in the United States;

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•	variations in quarterly operating results;

•	inability to meet revenue projections;

•	announcements by Scripps or competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments;

•	adoption of new accounting standards affecting the broadcast industry;

•	operations of competitors and the performance of competitors’ common stock;

•	litigation and governmental action involving or affecting Scripps or its subsidiaries;

•	changes in financial estimates and recommendations by securities analysts;

•	recruitment of key personnel;

•	purchases or sales of blocks of Scripps class A common shares;

•	operating and stock performance of companies that investors may consider to be comparable to Scripps; and

•	changes in the regulatory environment, including rulemaking or other actions by the FCC.

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•	the historical carve-out financial statements do not reflect certain changes that will occur in Journal Media Group’s funding and operations as a result of the separation of Scripps Spinco and Journal Spinco from Scripps and Journal, respectively;

•	Journal Media Group’s historical financial information reflects estimated allocations for services historically provided by our parent companies to Scripps Spinco and Journal Spinco, and we expect these allocations to be different from the costs it will incur for these services in the future; and

•

the historical financial information and pro forma adjustments do not reflect the potential for increased or duplicative costs Journal Media Group may incur in becoming a stand-alone, publicly traded company, such as costs attributable to transition service agreements it will have with Scripps, or changes in historical cost structure due to Journal Media Group’s differing personnel needs, financing activities and operations.

•	adverse effects on employees and business relationships with customers and suppliers;

•	difficulties in conforming standards, processes, procedures and controls of the businesses;

•	difficulties in transferring processes and know-how;

•	difficulties in the assimilation of acquired operations, technologies or products; and

•	diversion of management’s attention from business concerns.

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•	has generally undertaken to maintain the current newspaper business of Scripps and Journal as an active business for a period of two years following the completion of the newspaper mergers;

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is generally restricted, for a period of two years following the newspaper mergers, from (i) reacquiring its stock, (ii) issuing stock to any person other than as compensation for services, (iii) making changes in equity structure, (iv) liquidating, merging or consolidating certain of subsidiaries, (v) transferring certain material assets except in the ordinary course of business, and (vi) entering into negotiations with respect to, or consenting to, certain acquisitions of stock;

•	is generally restricted from taking any other action (including an action that would be inconsistent with the representations relied upon by Scripps and Journal described above) that could jeopardize the tax-free status of the spin-offs; and

•

has generally agreed to indemnify Scripps and Journal for taxes and related losses incurred as a result of the spin-offs (other than the spin-off of Journal Spinco, which will be taxable to Journal) failing to qualify as tax-free transactions provided such taxes and related losses are attributable to any act, failure to act or omission by Journal Media Group or its subsidiaries, including our failure to comply with applicable representations, undertakings and restrictions placed on our actions under the tax matters agreement.

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•	as a result of the risk factors listed in this joint proxy statement/prospectus;

•	if Journal Media Group’s business does not fit the investment objectives of the shareholders of Scripps or Journal, causing them to sell Journal Media Group shares after the newspaper mergers;

•	actual or anticipated fluctuations in Journal Media Group’s operating results;

•	for reasons unrelated to specific performance, such as reports by industry analysts, investor perceptions, or negative announcements by customers or competitors regarding their own performance; and

•	general economic and industry conditions.

•	prohibit shareholder action except at an annual or special meeting. Specifically, this means Journal Media Group’s shareholders will be unable to act by written consent;

•	regulate how shareholders may present proposals or nominate directors for election at annual meetings of shareholders. Advance notice of such proposals or nominations will be required;

•	regulate how special meetings of shareholders may be called; and

•	authorize Journal Media Group’s Board of Directors to issue preferred stock in one or more series, without shareholder approval. Under this authority, Journal Media Group’s Board of Directors could adopt a rights plan which could ensure continuity of management by rendering it more difficult for a potential acquiror to obtain control.

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•	statements relating to our plans, intentions, expectations, objectives or goals, including those relating to the benefits of the newspaper mergers and the broadcast merger;

•	statements relating to our future performance, business prospects, revenue, income and financial condition and competitive position following the newspaper mergers and the broadcast merger, and any underlying assumptions relating to those statements; and

•	statements preceded by, followed by or that include the words “anticipate,” “approximate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will” or similar expressions.

•	the expected completion of the newspaper mergers and the broadcast merger;

•	competition in the markets served by Journal and Scripps;

•	the possibility that expected synergies and value creation from the transactions will not be realized, or will not be realized in the expected time period;

•	the risks that Journal’s and Scripps’ respective newspaper and broadcast businesses will not be integrated successfully;

•	inability to retain and attract quality personnel;

•	disruption from the transactions making it more difficult to maintain business and operational relationships;

•	the risk that unexpected costs will be incurred;

•	changes in economic, business or political conditions, licensing requirements and tax matters; and

•	the possibility that the transactions do not close, including, but not limited to, due to the failure to satisfy closing conditions.

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•

Consider and vote on a proposal to amend the articles of incorporation of Scripps to allow Scripps to effect the spin-off of its newspaper business through the issuance of the same class of common shares of the entity that will own such business (which we refer to as “Scripps Spinco”) to each holder of class A common shares and each holder of common voting shares of Scripps, which we refer to as the “Scripps amendment proposal.” The proposed amendment to Scripps’ articles of incorporation is shown in Annex B attached hereto.

•	Consider and vote on a proposal to approve the issuance of class A common shares of Scripps pursuant to the broadcast merger, which we refer to as the “Scripps share issuance proposal.”

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•	you can send a signed notice of revocation to the Secretary of Scripps;

•	you can submit a revised proxy bearing a later date by mail as described above; or

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•	you can attend the special meeting and vote in person, which will automatically cancel any proxy previously given, although your attendance alone will not revoke any proxy that you have previously given.

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•	A proposal to approve the spin-off of the Journal newspaper business to Journal's shareholders and the subsequent merger of Journal Spinco (the company that will own the Journal newspaper business) with a wholly owned subsidiary of Journal Media Group, which we refer to as the “Journal spin-off proposal;”

•	A proposal to approve the broadcast merger, which we refer to as the “Journal merger proposal;”

•	A non-binding, advisory proposal to approve the compensation that may be paid or become payable to Journal’s named executive officers in connection with the transactions, as disclosed in this joint proxy statement/prospectus, which we refer to as the “Journal compensation proposal;” and

•	A proposal to approve the adjournment or postponement of the Journal special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Journal special meeting to approve both the Journal spin-off proposal and the Journal merger proposal, which we refer to as the “Journal adjournment proposal.”

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•	you can send a signed notice of revocation to the Secretary of Journal;

•	you can submit a revised proxy bearing a later date by mail as described above; or

•	you can attend the special meeting and vote in person, which will automatically cancel any proxy previously given, although your attendance alone will not revoke any proxy that you have previously given.

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•	the extensive analysis, due diligence and interaction with Journal management, all of which informed management’s recommendation of these proposed transactions;

•	lengthy discussions and question and answer sessions with Wells Fargo Securities acting as the company’s financial advisor;

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the opinion of Wells Fargo Securities as to the fairness, from a financial point of view, (i) to Scripps of the broadcast exchange ratio pursuant to the master agreement and (ii) to holders of Scripps common shares who receive shares of Scripps Spinco common stock pursuant to the Scripps newspaper spin-off of the Scripps newspaper exchange ratio in connection with the Scripps newspaper merger pursuant to the master agreement (see “The Transactions - Opinions of Scripps Financial Advisor ” beginning on page [•] of this joint proxy statement/prospectus),

•	the estimated resulting respective shareholder ownership percentages and the fixed nature of the ownership ratios, which will not be subject to changing market prices;

•	the fact that the Scripps family would have continuing control of the broadcast company;

•	the one time cash dividend of $60.0 million to Scripps shareholders;

•	the continuation of Rich Boehne as Chairman and CEO of Scripps;

•	the strong support of the Scripps family, with approval of an amendment to the family agreement to exclude the shares of Journal Media Group common stock acquired by family shareholders from being subject to the Family Agreement;

•	termination fee provisions including a termination fee in lieu of specific performance, sufficient in the view of the Board of Directors to provide incentive to complete the transactions;

•	the Board of Directors’ belief that the transactions result in two strong, economically-sustainable businesses more focused on their respective industries;

•	the fact that Tim Stautberg has agreed to be the President and Chief Executive Officer of Journal Media Group;

•	the stock-for-stock structure, which provides financial flexibility to pursue strategic goals and objectives, including potential future acquisitions; and

•	the high likelihood of the deal closing due to the small amount of anticipated regulatory issues and lack of market overlap.

•	the inherent execution risk due to the length of time required for regulatory and other approvals;

•	the risk that the expected synergies may not be fully realized;

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•	the risk that shareholders may threaten the consummation of the deal or that others may submit superior offers;

•	the inherent risk that market conditions may change, causing actual results to differ from projections;

•	the fact that there will be substantial costs incurred in conjunction with these transactions; and

•	the fact that there will be management attention focused on these transactions for a lengthy period of time away from ongoing operations.

•	“Scripps newspaper exchange ratio” as the 0.2500 of a share of Journal Media Group common stock to be issued in the Scripps newspaper merger for each share of Scripps Spinco common stock received by Scripps shareholders in the Scripps newspaper spin-off; and

•	“broadcast exchange ratio” as the issuance by Scripps pursuant to the broadcast merger of 0.5176 of a Scripps class A common share to Journal shareholders for each share of Journal common stock.

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•	Reviewed a draft, dated July 29, 2014, of the master agreement, including the financial terms thereof;

•	Reviewed certain business, financial and other information regarding Journal, Journal’s newspaper business (the “Journal newspaper business”) and Journal’s television and radio broadcast business (the “Journal broadcast business”) that was publicly available or was furnished to Wells Fargo Securities by Journal or Scripps;

•	Reviewed certain financial projections for Journal, the Journal newspaper business and the Journal broadcast business prepared by the management of Journal;

•	Reviewed certain financial projections for Journal, the Journal newspaper business and the Journal broadcast business prepared by the management of Scripps (the “Journal projections”);

•	Discussed with the managements of Journal and Scripps the operations and prospects of Journal, the Journal newspaper business and the Journal broadcast business, including the historical financial performance and trends in the results of operations of Journal, the Journal newspaper business and the Journal broadcast business;

•	Reviewed certain business, financial and other information regarding Scripps, Scripps’ newspaper business (the “Scripps newspaper business”) and Scripps’ television broadcast business (the “Scripps broadcast business”) that was publicly available or was furnished to Wells Fargo Securities by Scripps;

•	Reviewed certain financial projections for Scripps, the Scripps newspaper business and the Scripps broadcast business prepared by the management of Scripps (the “Scripps projections”);

•	Discussed with the management of Scripps the operations and prospects of Scripps, the Scripps newspaper business and the Scripps broadcast business, including the historical financial performance and trends in the results of operations of Scripps, the Scripps newspaper business and the Scripps broadcast business;

•	Reviewed certain projections of the synergies and cost savings expected to result from the broadcast merger prepared by the management of Scripps (the “broadcast synergies projections”);

•	Reviewed certain projections of the synergies and cost savings expected to result from the Newspaper Mergers prepared by the management of Scripps (the “newspaper synergies projections”);

•	Discussed with the management of Scripps the strategic rationale for the transactions;

•

Compared certain business, financial and other information regarding Journal, the Journal newspaper business, the Journal broadcast business, Scripps, the Scripps newspaper business and the Scripps broadcast business that was publicly available or was furnished to Wells Fargo Securities by the respective managements of Journal and Scripps with publicly available business, financial and other information regarding certain publicly traded companies that Wells Fargo Securities deemed relevant;

•	Compared selected proposed financial terms of the master agreement with the financial terms of certain other business combinations and transactions that Wells Fargo Securities deemed relevant;

•	Prepared a discounted cash flow analysis of the Journal newspaper business and the Journal broadcast business based upon the Journal projections, as well as other assumptions discussed with and confirmed as reasonable by the management of Scripps;

•	Prepared a discounted cash flow analysis of the Scripps newspaper business and the Scripps broadcast business based upon the Scripps projections, as well as other assumptions discussed with and confirmed as reasonable by the management of Scripps; and

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•	Considered other information such as financial studies, analyses and investigations, as well as financial, economic and market criteria that Wells Fargo Securities deemed relevant.

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•	Gray Television, Inc.

•	Media General, Inc.

•	Nexstar Broadcasting Group, Inc.

•	Sinclair Broadcast Group, Inc.

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•	Gray Television, Inc.

•	Media General, Inc.

•	Nexstar Broadcasting Group, Inc.

•	Sinclair Broadcast Group, Inc.

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•	Beasley Broadcast Group, Inc.

•	Cumulus Media Inc.

•	Entercom Communications Corp.

•	Radio One, Inc.

•	Saga Communications, Inc.

•	Salem Communications Corporation

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•	A. H. Belo Corporation

•	Lee Enterprises, Incorporated

•	New Media Investment Group Inc.

•	The McClatchy Company

•	The New York Times Company

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•	A. H. Belo Corporation

•	Lee Enterprises, Incorporated

•	New Media Investment Group Inc.

•	The McClatchy Company

•	The New York Times Company

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•	the Journal Board of Directors’ understanding of the business, operations, financial condition, earnings and prospects of Journal, including Journal’s prospects as an independent company based on its stand-alone business plan;

•	the scope and results of Journal’s due diligence of Scripps, which included a review of historical financial results and projections, existing agreements and legal and other matters;

•

the expectation that the combinations of Journal and Scripps as contemplated by the transactions will result in broader scale and enhanced market valuation by creating two leading, industry-focused, publicly-traded companies, including a television and radio broadcast company that will constitute the fifth-largest independent TV group in the U.S., reaching 27 markets and 18% of U.S. television households and a newspaper publishing company that will be headquartered in Milwaukee and operate in 14 markets;

•	the belief that both Scripps and Journal Media Group will be well-positioned with the financial capacity to make further investments and acquisitions with strong balance sheets and expected net leverage of approximately 2x for Scripps and no initial funded debt at Journal Media Group;

•	the separation of the newspaper and broadcast business will allow each of Scripps and Journal Media Group’s respective management teams to focus on the respective companies’ core industry opportunities and challenges and to pursue strategic initiatives, including acquisitions, in certain markets unencumbered by current FCC cross-ownership restrictions;

•	that there is no duplication of TV markets within the combined TV business and the expectation that the operating profits of the Scripps broadcasting assets would potentially improve from increased retransmission revenue fees in future years as compared to expected increases for Journal’s TV station group on a stand-alone basis;

•	the expectation that the combined broadcast company will have the opportunity to improve TV margins in attractive markets across the U.S., including stations in eight important political states - Arizona, Colorado, Florida, Michigan, Missouri, Nevada, Ohio and Wisconsin;

•	the expectation that the combined broadcast company will become one of the largest owners of ABC-affiliated TV stations in the country by market reach, with 15 ABC affiliates;

•	the expectation that the combined broadcast company will benefit from co-ownership of TV and radio stations in five markets and will be in a position to leverage high-quality journalism and Scripps’ original television programming across a broader geographic station footprint;

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•	the expectation that the combined broadcast company will be able to leverage Scripps’ digital investment and strategy across a broader station footprint;

•	the belief that the combined newspaper company will be larger than Journal’s newspaper business and better positioned competitively in the local markets in which it will operate and for the ongoing transformation of the newspaper industry with incremental financial capacity for investments;

•	the combined newspaper entity will include a more geographically diverse portfolio of strong local news and information brands in 14 attractive markets, including Naples, Florida; Florida’s Treasure Coast; Knoxville, Tennessee; Memphis, Tennessee; and Milwaukee, Wisconsin;

•	the combined newspaper entity will begin operations with increased scale, a simplified capital structure, minimal pension liabilities and a balance sheet with $10.0 million of cash and no initial funded debt;

•	Steven J. Smith, the current chairman of the Board of Directors and Chief Executive Officer of Journal, will become the non-executive Chairman of the Board of Journal Media Group and Jason R. Graham, the Senior Vice President of Finance and Chief Financial Officer of Journal, will become the Senior Vice President, Chief Financial Officer and Treasurer of Journal Media Group; and

•	both Journal and Scripps share in common rich histories and a deep commitment to public service through enterprise journalism which will allow the combined entities to build on the respective strong journalistic legacies of Journal and Scripps.

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the belief that the transactions presented a more favorable opportunity for Journal shareholders than the potential value that might be realized from other strategic alternatives available to Journal, including remaining an independent company or selling the company on a divisional or asset-by-asset basis, given the potential risks and uncertainties associated with pursuing such other strategic alternatives;

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the consideration to be received for each outstanding share of Journal common stock and other terms of the master agreement resulted from extensive negotiations between Journal and its advisors and Scripps and its advisors, and the belief that the consideration to be received for each outstanding share of Journal common stock represented the highest per share consideration that could be negotiated with Scripps and its advisors;

•	the expected percentage ownership interests to be received by Journal shareholders following consummation of the transactions, and that the number of shares of each of Scripps and Journal Media Group to be received by Journal shareholders is fixed and not subject to downward adjustment or collar mechanisms;

•	the expectation that Journal shareholders will benefit from the expected $35 million of combined synergies and future growth potential and business performance of each of the new entities through the ownership of 31% of the combined broadcasting company and 41% of the combined newspaper company;

•	the expectation that the consideration to be received from the Journal spin-off and the Journal merger will result in tax-free consideration to Journal shareholders;

•	the historical and current market prices of Journal common stock and Scripps common shares;

•	the projected financial results of Journal and Scripps as stand-alone companies and the projected financial results of the combined newspaper entity and the combined broadcast company; and

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the opinion, dated July 30, 2014, of Methuselah to Journal’s Board of Directors as to the fairness, from a financial point of view and as of such date, of the Journal newspaper exchange ratio and the broadcast exchange ratio provided for in the newspaper merger and the broadcast merger, viewed as a single integrated transaction, to holders of Journal common stock collectively as a group, which opinion was based on and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations

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•	the terms and conditions of the master agreement, including, but not limited to, the representations and warranties and covenants of the parties, the conditions to closing and the form and structure of the ownership of the combined broadcast company and the combined newspaper company, are fair and reasonable;

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the terms of the master agreement provide that, under certain circumstances Journal, is permitted to participate in discussions with respect to, and furnish information in connection with, a bona fide alternative transaction proposal that the Journal Board of Directors concludes in good faith, based on the information then available and after consultation with a nationally recognized financial advisor and outside legal counsel, that such proposal constitutes or is reasonably likely to result in a superior proposal and that the Journal Board of Directors is permitted to (1) withdraw its approval or recommendation with respect to the master agreement in the event a superior proposal is received and (2) terminate the master agreement in order to accept a superior proposal if, in any of these cases, the Journal Board of Directors determines that a failure to change its recommendation or terminate the master agreement, as applicable, would be reasonably likely to violate its fiduciary duties, subject to compliance with the terms and conditions of the master agreement, which may include the payment of a break-up fee;

•	the break-up fee referred to above is equal to either 2.25% or 2.85% of the equity value of Journal on the day after the announcement of the transactions, each of which is a break-up fee amount that the Journal Board of Directors believed would not preclude other parties from presenting a competing proposal for Journal; and

•	Scripps’ commitment in the master agreement to use its reasonable best efforts to consummate the transactions, including Scripps’ commitment to obtain all regulatory approvals (subject to the terms and conditions of the master agreement).

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the number of shares of each of Scripps and Journal Media Group to be received by Journal shareholders is fixed and Journal shareholders could be adversely affected by a decrease in the trading price of Scripps class A common shares or in the expected value of Journal Media Group following announcement of the transactions, and the master agreement does not provide Journal with a price-based termination right with respect to Scripps class A common shares;

•	there has not been any public market for Journal Media Group common stock prior to the transactions and it is not possible to predict how Journal Media Group common stock will perform following the transactions;

•	the expectation that the transactions will result in Journal incurring between $25 and $35 million of additional taxes with a future potential benefit to Journal Media Group over time due to a step-up in basis for Journal’s publishing assets;

•	the possibility that the consummation of the transactions may be delayed or not occur at all in the event of a failure of certain closing conditions to be satisfied, such as regulatory clearances;

•	the continued voting control of the Scripps Family and the receipt of Journal shareholders of non-voting common shares in Scripps;

•	the integration challenges and restrictions on the conduct of Journals’ business during the period between execution of the master agreement and consummation of the transactions, which may delay or prevent Journal from undertaking business opportunities that may arise during the term of the master agreement;

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•	the substantial expenses expected to be incurred related to the transactions;

•	the challenges inherent in the combination of entities with the size and complexity of Journal and Scripps, including unforeseen difficulties in integrating operations and systems and difficulties in integrating employees;

•	forecasts of future results of operations and synergies are necessarily estimates based on assumptions, which may not be met or realized;

•	the possible disruption to Journal’s business that may result from the announcement of the transactions and resulting distraction of management’s attention from the daily operations of the business;

•

some of Journal’s directors and officers may have interests that are different from, or in addition to, the interests of Journal shareholders generally, including the treatment of unvested Journal equity compensation in the case of our Chairman and Chief Executive Officer and other officers, potential service on the Journal Media Group board and the terms of the master agreement related to the indemnification of Journal’s directors and officers against certain claims and liabilities;

•	the pendency of the transactions could adversely affect Journals’ relationships with its subscribers, advertisers, broadcast networks, vendors and any other parties with which Journal has a business relationship, or pose difficulties in attracting and retaining key employees; and

•	the other potential risks described in the section titled “Risk Factors” beginning on page [__].

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•	reviewed the financial terms of a July 30, 2014 draft of the master agreement, referred to by Methuselah as the draft agreement;

•	reviewed certain publicly available and other historical business and financial information relating to Journal’s businesses and Scripps’ businesses provided to or discussed with Methuselah by Journal and Scripps;

•	reviewed various financial forecasts and other data provided by Journal and Scripps relating to Journal’s businesses and Scripps’ businesses (as approved, in the case of such forecasts and other data relating to Scripps’ businesses, by the management of Journal);

•	held discussions with members of the senior managements of Journal and Scripps with respect to the operations and prospects of Journal’s businesses and Scripps’ businesses;

•	reviewed the projected cost savings and other benefits, including the amount and timing thereof, anticipated by the managements of Journal and Scripps to be realized from the mergers;

•	reviewed historical stock prices of Journal class A common stock and Scripps class A common shares;

•	reviewed public information with respect to certain other companies in lines of business Methuselah believed to be generally relevant in evaluating Journal’s businesses and Scripps’ businesses;

•	reviewed the financial terms of certain transactions involving companies in lines of business Methuselah believed to be generally relevant in evaluating Journal’s businesses and Scripps’ businesses; and

•	conducted such other financial studies, analyses and investigations as Methuselah deemed appropriate.

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•	Gray Television, Inc.

•	Media General, Inc.

•	Nexstar Broadcasting Group, Inc.

•	Sinclair Broadcast Group, Inc.

•	Beasley Broadcast Group, Inc.

•	Cumulus Media Inc.

•	Emmis Communications Corporation

•	Entercom Communications Corp.

•	Radio One, Inc.

•	Saga Communications, Inc.

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•	A.H. Belo Corporation

•	Lee Enterprises, Incorporated

•	New Media Investment Group Inc.

•	The McClatchy Company

•	The New York Times Company

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•

the contribution of Journal’s broadcast business to the estimated revenue and estimated adjusted EBITDA of Scripps on a pro forma basis for calendar years 2014, 2015 and 2016 of approximately 33.3%, 32.1% and 29.1% and approximately 37.4%, 35.1% and 24.3%, respectively, and the contribution of Journal’s newspaper business to the estimated revenue and estimated adjusted EBITDA of Journal Media Group on a pro forma basis for calendar years 2014, 2015 and 2016 of approximately 29.0%, 28.5% and 28.1% and 41.2%, 37.6% and 36.9%, respectively; and

•

the stock price performance of Journal and Scripps relative to selected peer group indexes consisting of the selected television broadcast companies, the selected newspaper companies, the selected radio broadcast companies and the Standard & Poor’s 500 index during the two-year period ended July 28, 2014, which indicated that the selected television broadcast companies, the selected newspaper companies, the selected radio broadcast companies and Standard & Poor’s 500 indexes appreciated in value by approximately 334%, 174%, 89% and 43%, respectively, as compared to the appreciation in value of Journal common stock and Scripps common shares during that same period by approximately 53% and 113%, respectively.

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•	make numerous assumptions, as further described below, many of which reflect factors that are beyond the control of Journal and Scripps;

•	do not necessarily reflect revised prospects for Journal’s, Scripps’ and Journal Media Group's businesses, changes in general business or economic conditions, or any other transaction or event that has occurred since, or that may occur and that was not anticipated at, the time the forecasts and models were prepared;

•	are not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below; and

•	should not be regarded as a representation that the financial forecasts and models will be achieved.

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•	Local, national, political, Olympics and digital advertising revenue in each Journal television and radio market, for a period of time and then trended as a group thereafter;

•	Retransmission consent revenue, based on the number of MVPD subscribers expected each year and the expected retransmission rate per subscriber in each Journal television market for a period of time and then trended as a group thereafter;

•	Network affiliation fee expense, based on the number of MVPD subscribers expected per year and the expected rate charged by each network per subscriber in each Journal television market for a period of time and then trended as a group thereafter;

•	Operating expenses expected each year for each Journal station, including employee, programming, selling, promotion, general and administrative, news production, digital and technical expenses, in each Journal television market for a period of time and then trended as a group thereafter;

•	Retail, classified, national, preprint, digital, circulation and other revenue for Journal newspapers, for a period of time and then trended as a group thereafter;

•	Operating expenses expected each year for Journal newspapers, including employee, news production, selling, newsprint, general and administration, digital and production and distribution expense; and

•	Capital expenditures.

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•	Local, classified, national, preprint, digital, circulation and other revenue in each Scripps and Journal newspaper market;

•	Operating expenses expected each year for each Scripps and Journal newspaper market, including employee, news production, selling, newsprint, general and administrative, digital and production and distribution expense;

•	Number of employees;

•	Daily and Sunday print circulation; and

•	Corporate expenses and capital expenditures.

•	Local, national, political and digital advertising revenue in each Scripps television market and each Journal television and radio market, for a period of time and then trended as a group thereafter;

•	Retransmission consent revenue, based on the number of MVPD subscribers expected each year and the expected retransmission rate per subscriber in each Scripps and Journal television market;

•	Network affiliation fee expense, based on the number of MVPD subscribers expected per year and the expected rate charged by each network per subscriber in each Scripps and Journal television market;

•	Operating expenses expected each year for each Scripps and Journal station, including people, programming, selling, promotion, general and administrative, news production, digital and technical expenses, in each Scripps television market and each Journal television and radio market for a period of time and then trended as a group thereafter; and

•	Corporate expenses and capital expenditures.

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•	Retransmission consent revenue, based on the number of MVPD subscribers expected each year and the expected retransmission rate for such subscribers each year;

•	Network affiliation fee expense, based on the expected share of retransmission revenue to be paid to each network;

•	Operating expenses expected each year for the Scripps station group, including programming, selling, promotion, general and administrative, news production, digital and technical expenses;

•	Local, national, classified, preprint, digital and circulation revenue in the Scripps newspaper markets;

•	Operating expenses expected each year for the Scripps newspaper markets, including news production, selling, newsprint, general and administration, digital and production and distribution expense; and

•	Corporate expenses and capital expenditures.

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•	Retail, classified, national, preprint, digital, circulation and other revenue for Scripps and Journal newspaper markets, for a period of time and then trended as a group thereafter;

•	Operating expenses expected each year for Scripps and Journal newspaper markets, including, selling, newsprint, general and administrative, news production, digital and production and distribution expenses, for a period of time and then trended as a group thereafter;

•	Daily and Sunday print circulation; and

•	Corporate expenses and capital expenditures.

•	Local, national, political and digital advertising revenue in the Scripps and Journal television markets and the Journal radio markets;

•	Retransmission consent revenue, based on the number of MVPD subscribers expected each year and the expected retransmission rate for such subscribers each year;

•	Network affiliation fee expense for two “Big Four” networks, based on the share of retransmission revenue to be paid to each;

•	Network affiliation fee expense for the two other “Big Four” networks, based on the number of MVPD subscribers expected per year and the expected rate charged by each network per subscriber in each Journal television market for a period of time and then trended as a group thereafter;

•	Operating expenses expected each year for the Scripps and Journal stations, including programming, selling, promotion, general and administrative, news production, digital and technical expenses; and

•	Corporate expenses and capital expenditures.

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(1)	Per SEC regulations, Scripps’ “named executive officers” are those as determined for purposes of Scripps’ most recent Annual Report on Form 10-K.

(2)

Reflects the assumed “single-trigger” cash payment to each named executive officer of a pro-rated target annual bonus for the portion of fiscal year 2015 ending on the assumed date of the closing of the transactions (March 31, 2015). The amounts reported in this column were determined based on the target annual bonus levels established for each Scripps named executive officer for fiscal year 2014.

(3)

Reflects the “single trigger” accelerated vesting of Mr. Stautberg’s unvested Scripps restricted share units as of the closing of the transactions. The amount reported with respect to Mr. Stautberg in this column was determined by multiplying the number of Mr. Stautberg’s unvested Scripps restricted share units as of March 31, 2015 (with performance-based restricted share units for the 2014 performance period included at target) by $21.47, the average per-share closing price of Scripps’ class A common shares over the first five business days following July 30, 2014, the date of the first public announcement of the transactions.

(4)

The amounts reported in this column represent the cash dividend equivalents payable on Scripps restricted share units outstanding as of as of March 31, 2015, which would be payable on a “single-trigger” basis in connection with the Scripps special dividend. The amount reported in this column for each named executive officer is equal to the product of $1 per share (the assumed value of the Scripps special dividend) multiplied by the number of Scripps restricted share units expected to be outstanding and unvested as of the closing of the transactions.

(5)	The total estimated amount of compensation reported in this column for each of Scripps’ named executive officers is payable upon consummation of the transactions, which is referred to as a “single trigger” payment.

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•	each outstanding award of Journal SARs will be cancelled and the holders thereof will receive a cash payment equal to the fair value thereof calculated as of July 21, 2014;

•	each outstanding share of Journal restricted stock will become fully vested and will participate in the transactions on the same basis as other Journal shareholders; and

•

each outstanding Journal performance unit will vest (i) based on the actual level of achievement of all relevant performance goals, as determined by the Journal Compensation Committee, measured as of the calendar quarter immediately preceding the closing date of the transactions, in the case of Journal performance units granted with respect to the three-year performance period consisting of Journal’s 2013, 2014 and 2015 fiscal years, and such earned Journal performance units will be prorated based on the length of time within the performance period that has elapsed prior to the closing date of the transactions, or (ii) based on a deemed achievement of all relevant performance goals at the target level, in the case of Journal performance units granted with respect to the three-year performance period consisting of Journal’s 2014, 2015 and 2016 fiscal years, and such earned Journal performance units will be prorated based on the length of time within the performance period that has elapsed prior to the closing date of the transactions. The holders of such vested Journal performance units will receive a combination of shares of Scripps class A common stock and shares of Journal Media Group common stock, based on the number of such shares that the holder would be entitled to receive had the vested Journal performance units represented actual shares of Journal common stock as of the record date for the share exchange in connection with the transactions.

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•	a pro rata target annual bonus for the year of termination;

•	a severance payment equal to three times his then-current annual salary and target annual bonus; and

•	continued group health coverage for a period of 36 months.

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•	a pro rata target annual bonus for the year of termination;

•	a severance payment equal to a multiple of the executive’s then-current annual salary and target annual bonus (2x, in the case of Mr. Fernandez and Ms. Brenner, 1.5x, in the case of Ms. Taibl, and 1x, in the case of Messrs. Graham and Wexler and Ms. Turner); and

•

continued group health coverage for a period of time after his or her termination (24 months, in the case of Mr. Fernandez and Ms. Brenner, 18 months, in the case of Ms. Taibl, or 12 months, in the case of Messrs. Graham and Wexler and Ms. Turner), except that the obligation to provide health coverage will end if the executive becomes employed by another employer that provides him or her with group health benefits.

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•	0.65% of final average compensation times years of service (up to 35 years); plus

•	0.40% of final average compensation times years of service from 35 to 40 years; plus

•	0.65% of final average compensation in excess of “Covered Compensation” times years of service (up to 35 years).

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•	the consummation of the transactions occurs on March 31, 2015;

•	the named executive officer’s employment is terminated without cause or he or she resigns for good reason on March 31, 2015; and

•	no reduction would be made to the payments to the named executive officers in order to avoid triggering the excise tax under tax code Sections 280G and 4999.

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(1)	Per SEC regulations, Journal’s “named executive officers” are those as determined for purposes of Journal’s most recent Annual Report on Form 10-K, plus Jason R. Graham, who became Journal’s principal financial officer on February 11, 2014.

(2)	Reflects the following “double trigger” cash payments that would be payable to Mr. Smith pursuant to his employment agreement in the event his employment is terminated without cause or he resigns for good reason, in each case payable in a single lump sum: (i) a severance payment equal to $3,158,400; and (ii) a pro rata target annual bonus for fiscal year 2015 equal to $50,133.

(3)

Reflects the following “double trigger” cash payments that would be payable to Messrs. Fernandez and Graham, Ms. Brenner and Ms. Turner pursuant to their change-in-control agreements in the event their employment is terminated without cause or they resign for good reason within 24 months, in the case of Mr. Fernandez and Ms. Brenner, or 12 months, in the case of Mr. Graham and Ms. Turner, following the consummation of the transactions, in each case payable in a single lump sum: (i) a severance payment in the following amounts: Mr. Fernandez, $1,400,000; Mr. Graham, $451,913; Ms. Brenner, $1,165,060; and Ms. Turner, $563,153; and (ii) a pro rata target annual bonus for fiscal year 2015, in the following amounts: Mr. Fernandez, $33,333; Mr. Graham, $19,527; Ms. Brenner, $22,405; and Ms. Turner, $24,334.

(4)	Reflects the following “double trigger” cash payments that would be payable to Mr. Prather in a single lump sum pursuant to Journal’s severance guidelines in the event his employment is terminated without cause: (i) a severance payment of $300,000; and (ii) a pro rata target annual bonus for fiscal year 2015 of $16,250.

(5)	Reflects the “single trigger” consideration payable with respect to Journal SARs and unvested shares of Journal restricted stock and Journal performance units, as detailed in the following table:

(a)

All SARs were fully vested as of March 31, 2015. The cash payment for each cancelled Journal SAR reflects the estimated fair value thereof based upon a Black-Scholes model, using the following assumptions and inputs: (i) valuation date, July 21, 2014; (ii) stock price, $8.71 (Journal’s closing stock price on July 21, 2014); (iii) expected life assumption, 2 years or 3 years (based on the number of full years until the original expiration date of the SAR); (iv) volatility, 48%; (v) risk-free interest rate, 0.59% or 1.00% (based on 2 and 3-year U.S. Treasury Strip available on July 21, 2014; and (vi) dividend yield, 0%.

(b)

Determined by multiplying the number of unvested shares of Journal restricted stock and Journal performance units that will vest in connection with the transactions, by $10.81, the average per-share closing price of Journal’s common stock over the first five business days following July 30, 2014), the date of Journal’s first public announcement of the transactions. For further information regarding the vesting of shares of Journal

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(6)	The consummation of the transactions does not enhance the benefits payable under the Journal Pension Plan, Journal SERP or Journal Deferred Compensation Plan.

(7)	Reflects the value of continued group health coverage for 36 months, based on the cost of the employer-subsidized portion of the monthly premium for group health benefits coverage in effect for Mr. Smith and his eligible dependents on the date of termination, which is a “double trigger” benefit to Mr. Smith in the event his employment is terminated without cause or he resigns for good reason.

(8)

Reflects the value of the following “double trigger” benefits that would be provided to Messrs. Fernandez and Graham, Ms. Brenner and Ms. Turner pursuant to their change-in-control agreements in the event their employment is terminated without cause or they resign for good reason within 24 months, in the case of Mr. Fernandez and Ms. Brenner, or 12 months, in the case of Mr. Graham or Ms. Turner, following the consummation of the transactions: (i) continued group health coverage, based on the cost of the employer-subsidized portion of the monthly premium for group health benefits coverage in effect for the executive and his or her eligible dependents on the date of termination, as follows: Mr. Fernandez, $34,885 (24 months); Mr. Graham, $0; Ms. Brenner, $27,225 (24 months); and Ms. Turner, $6,096 (12 months); and (ii) reimbursement for outplacement services following the executive’s termination of employment, in the amount of $10,000 for each executive.

(9)

Reflects the value of the following “double trigger” benefits that would be provided to Mr. Prather pursuant to Journal severance guidelines in the event his employment is terminated without cause in connection with the transactions: (i) continued group health coverage, based on the cost of the employer-subsidized portion of the monthly premium for group health benefits coverage in effect for the executive and his eligible dependents on the date of termination, $6,708 (6 months); and (ii) reimbursement for outplacement services following his termination of employment, in the amount of $10,000.

(10)	None of the named executive officers are entitled to a “gross-up” to offset excise taxes under Section 4999 of the tax code or a reimbursement for related taxes.

(11)

The following table quantifies, for each named executive officer, the portion of the total estimated amount of compensation that is payable upon consummation of the transactions, referred to a “single trigger,” and the portion of the total amount of compensation that is payable only after both consummation of the transactions and a termination of the named executive officer’s employment by the surviving corporation without cause or by the executive officer for good reason, referred to as “double trigger”:

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•	an individual who is a citizen or a resident of the United States;

•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia;

•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•	a trust, if (i) a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (ii) it has a valid election in place under applicable Treasury Regulations to be treated as a United States person.

•	dealers or traders in securities or currencies;

•	regulated investment companies;

•	real estate investment trusts;

•	tax-exempt entities;

•	banks, financial institutions or insurance companies;

•	persons who acquired common shares pursuant to the exercise of employee stock options or otherwise as compensation;

•	shareholders who own, or are deemed to own, at least 10% or more, by voting power or value, of the corporation’s equity;

•	holders owning common shares as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S. federal income tax purposes; or

•	a person that owns common shares through partnerships or other pass-through entities.

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•	subject to the discussion below regarding Section 355(e), no gain or loss will be recognized by, and no amount will be includible in the income of, Scripps as a result of the distribution, other than with respect to any “excess loss account” or “intercompany transaction” required to be taken into account under Treasury regulations relating to consolidated returns;

•	no gain or loss will be recognized by, or be includible in the income of, a holder of Scripps common shares, solely as a result of the receipt of Scripps Spinco common stock, except possibly with respect to any cash received in the Scripps special dividend, discussed on page __;

•

the aggregate tax basis of the Scripps common shares and Scripps Spinco common stock in the hands of Scripps’ shareholders immediately after the spin-off will be the same as the aggregate tax basis of the Scripps common shares held by the holder immediately before the spin-off, allocated between the common shares of Scripps and Scripps Spinco common stock in proportion to their relative fair market values on the date of the spin-off; and

•	the holding period of shares of the Scripps Spinco common stock received by Scripps’ shareholders will include the holding period of their Scripps common shares, provided that such shares are held as capital assets on the date of the spin-off.

•

first as a taxable dividend to the extent of the pro rata share of Scripps’ current and accumulated earnings and profits that is allocable to the Scripps common share, if any (as of September 30, 2014, Scripps had no current or accumulated earnings and profits, and Scripps is excepted not to have any current or accumulated earnings or profits for the taxable year in which the distribution is made);

•	then as a non-taxable return of capital to the extent of such shareholder’s tax basis in the Scripps share; and

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•	thereafter as capital gain with respect to any remaining value.

•	no gain or loss will be recognized by, and no amount will be includible in the income of, Scripps Spinco or Journal Media Group as a result of the merger;

•	no gain or loss will be recognized by, or be includible in the income of, a holder of shares of Scripps Spinco common stock, solely as a result of the receipt of Journal Media Group common stock, except with respect to any cash received in lieu of fractional shares;

•	the aggregate tax basis of the Journal Media Group common stock received in the merger (including any fractional shares deemed received and sold for cash as described below) by a holder will be the same as the aggregate tax basis of the Scripps Spinco common stock held by the holder immediately before the merger;

•	the holding period of shares of the Journal Media Group common stock received by Scripps Spinco’s stockholders will include the holding period of their shares of Scripps Spinco common stock, provided that such shares are held as capital assets on the date of the merger; and

•	a Scripps Spinco shareholder who receives cash in lieu of a fractional share of Journal Media Group common stock in the merger will be treated as having sold such fractional share for the amount of cash received and generally will

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•

first as a taxable dividend to the extent of the pro rata share of Scripps’ current and accumulated earnings and profits that is allocable to the Scripps common share, if any (as of September 30, 2014, Scripps had no current or accumulated earnings and profits, and Scripps is excepted not to have any current or accumulated earnings or profits for the taxable year in which the distribution is made);

•	then as a non-taxable return of capital to the extent of such shareholder’s tax basis in the Scripps share; and

•	thereafter as capital gain with respect to any remaining value.

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•	as a result of the application of Section 355(e), Journal will recognize gain but not loss on the distribution of shares of Journal Spinco common stock to the extent the fair market value of such shares exceeds Journal’s tax basis in such shares;

•	subject to the discussion above regarding Section 355(e), no gain or loss will be recognized by, and no amount will be includible in the income of, Journal as a result of the distribution, other than with respect to any “excess loss account” or “intercompany transaction” required to be taken into account under Treasury regulations relating to consolidated returns;

•	no gain or loss will be recognized by, or be includible in the income of, a holder of Journal common stock, solely as a result of the receipt of Journal Spinco common stock;

•

the aggregate tax basis of the Journal common stock and Journal Spinco common stock in the hands of Journal’s shareholders immediately after the spin-off will be the same as the aggregate tax basis of the Journal common stock held by the holder immediately before the spin-off, allocated between the common stock of Journal and Journal Spinco common stock in proportion to their relative fair market values on the date of the spin-off; and

•	the holding period of shares of the Journal Spinco common stock received by Journal’s shareholders will include the holding period of their shares of Journal common stock, provided that such shares are held as capital assets on the date of the spin-off.

•	first as a taxable dividend to the extent of the pro rata share of Journal’s current and accumulated earnings and profits that is allocable to the share of Journal common stock;

•	then as a non-taxable return of capital to the extent of such shareholder’s tax basis in the share of Journal common stock; and

•	thereafter as capital gain with respect to any remaining value.

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•	no gain or loss will be recognized by, and no amount will be includible in the income of, Journal Spinco or Journal Media Group as a result of the merger;

•	no gain or loss will be recognized by, or be includible in the income of, a holder of Journal Spinco common stock, solely as a result of the receipt of Journal Media Group common stock, except with respect to any cash received in lieu of fractional shares;

•	the aggregate tax basis of the Journal Media Group common stock received in the merger (including any fractional shares deemed received and sold for cash as described below) by a holder will be the same as the aggregate tax basis of the Journal Spinco common stock held by the holder immediately before the merger;

•	the holding period of shares of the Journal Media Group common stock received by Journal Spinco’s stockholders will include the holding period of their shares of Journal Spinco common stock, provided that such shares are held as capital assets on the date of the merger;

•

a Journal Spinco shareholder who receives cash in lieu of a fractional share of Journal Media Group common stock in the merger will be treated as having sold such fractional share for the amount of cash received and generally will recognize capital gain or loss in an amount equal to the difference between the amount of such cash received and such shareholder’s adjusted tax basis in the fractional share. That gain or loss will be long-term capital gain or loss if the shareholder’s holding period for its Journal Spinco common stock exceeds one year.

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•	no gain or loss will be recognized by, and no amount will be includible in the income of, Journal or Scripps as a result of the merger;

•	no gain or loss will be recognized by, or be includible in the income of, a holder of Journal common stock, solely as a result of the receipt of Scripps common shares, except with respect to any cash received in lieu of fractional shares;

•	the aggregate tax basis of the Scripps common stock received in the merger (including any fractional shares deemed received and sold for cash as described below) by a holder will be the same as the aggregate tax basis of the Journal common stock held by the holder immediately before the merger;

•	the holding period of Scripps common shares received by Journal’s shareholders will include the holding period of their shares of Journal common stock, provided that such shares are held as capital assets on the date of the merger; and

•

a Journal shareholder who receives cash in lieu of a fractional Scripps common share in the merger will be treated as having sold such fractional share for the amount of cash received and generally will recognize capital gain or loss in an amount equal to the difference between the amount of such cash received and such shareholder’s adjusted tax basis in the fractional share. That gain or loss will be long-term capital gain or loss if the shareholder’s holding period for its Journal common stock exceeds one year.

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•	valid existence, good standing and corporate authority to conduct business;

•	capital stock, stock options and other equity interests;

•	corporate authority to enter into the master agreement and other agreements contemplated by the transactions, and to consummate such transactions;

•	approval of the master agreement and the transactions by its Board of Directors;

•	absence of conflict with or breach of organizational documents, certain material agreements and applicable law resulting from the execution and delivery of the master agreement and the completion of the transactions;

•	SEC filings;

•	required governmental approvals;

•	financial statements;

•	broker’s fees;

•	absence of certain changes or events;

•	litigation;

•	taxes;

•	employee benefits and labor matters;

•	compliance with applicable laws and possession of necessary permits and licenses;

•	existence and validity of, and compliance with, material contracts;

•	absence of certain undisclosed liabilities;

•	interests in real property;

•	sufficiency of assets;

•	compliance with environmental laws;

•	internal controls and procedures;

•	insurance;

•	intellectual property;

•	transactions with related parties;

•	information supplied for inclusion in filings and notices;

•	the shareholder votes required to approve certain transactions contemplated by the master agreement;

•	matters related to multi-channel video programming distributors;

•	opinions of financial advisors; and

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•	FCC licenses.

•	changes or conditions generally affecting the newspaper or broadcast industry, but only to the extent the effect on one party’s newspaper or broadcast business is not materially worse than the effect on such business of the other party;

•	changes in general economic, regulatory or political conditions, but only to the extent that the effect on the newspaper or broadcast business of one party is not materially worse than the effect on such business of the other party;

•	the announcement of the transactions;

•	any decline in the market price or change in trading volume of the capital stock of the party; and

•	any failure of the party to meet any internal or public projections, forecasts, guidance, estimates, revenue, earnings, cash flow or cash position with respect to its newspaper or broadcast business.

•	amend its organizational documents;

•	split, combine or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property) in respect of its capital stock, or redeem, repurchase or otherwise acquire, or offer to redeem, repurchase, or otherwise acquire, any securities, except for intra-company cash dividends;

•	issue, deliver or sell, or amend any term of any securities, except pursuant to the exercise, vesting or conversion of any securities outstanding on July 30, 2014, or issue any security that would vest or become exercisable or convertible prior to completion of the transactions;

•	incur any material capital expenditures, except in the ordinary course of business consistent with past practice;

•	acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than in the ordinary course of business consistent with past practice and that would not delay or impair the transactions;

•

sell, lease or otherwise transfer, or create or incur any lien (other than permitted liens) on, any of its or its subsidiaries’ assets, securities, properties, interests or businesses, other than any such sales, leases or transfers, and any such creation or incurrence, made in the ordinary course of business consistent with past practice and except for dispositions of obsolete or worn-out assets that are no longer used or useful in the operation or conduct of its newspaper business or broadcast business;

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•	make any loans, advances or capital contributions to, or investments in, any other person, other than in the ordinary course of business consistent with past practice;

•	create, incur, assume, or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other indebtedness for borrowed money) outstanding at any time greater than as permitted under its credit facility;

•	enter into any contract that limits or otherwise restricts in any material respect it or any of its subsidiaries, or any successor thereto, or that could limit or restrict in any material respect Journal Media Group or any of its subsidiaries, from engaging or competing in any line of business, in any location or with any Person;

•	other than in the ordinary course of business consistent with past practice, enter into, amend or modify in any adverse respect or terminate or permit non-renewal of any material contract or waive, release or assign any material rights, claims or benefits of it or any of its subsidiaries;

•

with certain exceptions, (A) grant or increase any severance or termination pay to (or amend any existing arrangement with) any employee, (B) increase benefits payable under any existing severance or termination pay policies or employment agreements of or applicable to any employee, (C) enter into any employment, deferred compensation, retention, change in control, tax gross-up, special bonus, stay bonus or other similar agreement (or amend any existing agreement) with any employee, (D) establish, adopt or amend (except as required by applicable law) any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any employee or (E) increase compensation, bonus or other benefits payable to any employee, other than increases in the ordinary course of business consistent with past practice and not in excess of five percent (5%) of the aggregate total of such compensation, bonus or other benefits paid to all employees immediately prior to July 30, 2014;

•	change in any material respect its methods of accounting, except as required by changes in GAAP, applicable law or the Public Company Accounting Oversight Board, as agreed to by its independent public accountants;

•	settle, or offer or propose to settle, (A) any litigation, investigation, arbitration, proceeding or other claim involving or against it or its Subsidiaries, except in each case as would not have a material adverse effect or (B) any litigation, arbitration, proceeding or dispute that relates to the transactions;

•	make or change any material tax election, change any annual tax accounting period, adopt or change any method of tax accounting, amend any material tax returns or file claims for material tax refunds, settle any material tax claim, audit or assessment, or surrender any right to claim a material tax refund, offset or other reduction in tax liability; or

•	take any action (not otherwise permitted under the master agreement) that would make any representation or warranty inaccurate in any material respect.

•	solicit, initiate or take any action to facilitate or encourage the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Journal acquisition proposal (as defined below);

•

enter into or participate in any discussions or negotiations with or otherwise cooperate with, or knowingly assist, participate in, facilitate or encourage any effort by, or furnish any information relating to Journal or any of its subsidiaries, or afford access to the business, properties, assets, books or records of Journal or any of its subsidiaries to, any third party that is seeking to make, or has made, a Journal acquisition proposal; or

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•	enter into any agreement, agreement in principle, letter of intent, term sheet, memorandum of understanding or other similar instrument relating to a Journal acquisition proposal.

•	such acquisition proposal did not result from a breach of Journal’s no-shop obligations;

•	Journal’s Board of Directors concludes in good faith, based on the information then available and after consultation with a nationally recognized financial advisor and outside legal counsel, that such acquisition proposal constitutes or is reasonably likely to result in a Journal superior proposal;

•	Journal’s Board of Directors concludes in good faith, based on the information then available and after consultation with outside legal counsel, that failing to provide such information and enter into negotiations would be reasonably likely to be inconsistent with the board’s fiduciary duties under applicable law; and

•	Journal gives Scripps notice prior to taking any such actions, and provides Scripps with the name of the person making the acquisition proposal, a summary of the material terms and conditions of such proposal, and any non-public information it provides to such person if not previously provided to Scripps.

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•	Journal receives a Journal superior proposal that did not result from a violation of its no-shop obligations;

•	Journal’s Board of Directors concludes in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably likely violate its fiduciary duties under applicable law;

•	Journal provides five business days prior notice to Scripps that it intends to take such action and the reasons for such action;

•	to the extent requested by Scripps during the applicable notice period, Journal negotiates in good faith with Scripps with respect to any counter offer Scripps makes to match such acquisition proposal; and

•	Journal’s Board of Directors continues to believe, following any such negotiations with Scripps, in its good faith judgment, after having received the advice of a financial advisor of nationally recognized reputation and outside counsel, that such acquisition proposal constitutes a superior proposal.

•	Journal receives a Journal superior proposal that did not result from a violation of its no-shop obligations;

•	Journal’s Board of Directors concludes in good faith, after consultation with outside legal counsel, that the failure to do so would reasonably likely violate its fiduciary duties under applicable law;

•	Journal provides five business days prior notice to Scripps that it intends to take such action and the reasons for such action;

•	to the extent requested by Scripps during the applicable notice period, Journal negotiates in good faith with Scripps with respect to any counter offer Scripps makes to match or surpass such acquisition proposal;

•	Journal’s Board of Directors continues to believe, following any such negotiations with Scripps, in its good faith judgment, after having received the advice of a financial advisor of nationally recognized reputation and outside counsel, that such acquisition proposal constitutes a superior offer; and

•	Journal pays Scripps a termination fee of approximately $15.8 million upon termination, plus expenses up to $7.5 million.

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•	solicit, initiate or take any action to facilitate or encourage the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Scripps acquisition proposal (as defined below);

•

enter into or participate in any discussions or negotiations with or otherwise cooperate with, or knowingly assist, participate in, facilitate or encourage any effort by, or furnish any information relating to Scripps or any of its subsidiaries, or afford access to the business, properties, assets, books or records of Scripps or any of its subsidiaries to, any third party that is seeking to make, or has made, a Scripps acquisition proposal; or

•	enter into any agreement, agreement in principle, letter of intent, term sheet, memorandum of understanding or other similar instrument relating to a Scripps acquisition proposal.

•	such acquisition proposal did not result from a breach of Scripps’ no-shop obligations;

•	Scripps’ Board of Directors concludes in good faith, based on the information then available and after consultation with a nationally recognized financial advisor and outside legal counsel, that such acquisition proposal constitutes or is reasonably likely to result in a Scripps superior proposal;

•	Scripps’ Board of Directors concludes in good faith, based on the information then available and after consultation with outside legal counsel, that failing to provide such information and enter into negotiations would be reasonably likely to be inconsistent with the board’s fiduciary duties under applicable law;

•	Scripps gives Journal notice prior to taking any such actions, and provides Journal with the name of the person making the acquisition proposal, a summary of the material terms and conditions of such proposal, any non-public information it provides to such person if not previously provided to Journal.

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•	Scripps receives a Scripps superior proposal that did not result from a violation of its no-shop obligations;

•	Scripps’ Board of Directors concludes in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably likely violate its fiduciary duties under applicable law;

•	Scripps provides five business days prior notice to Journal that it intends to take such action and the reasons for such action;

•	to the extent requested by Journal during the applicable notice period, Scripps negotiates in good faith with Journal with respect to any counter offer Journal makes to match or surpass such acquisition proposal; and

•	Scripps’ Board of Directors continues to believe, following any such negotiations with Journal, in its good faith judgment, after having received the advice of a financial advisor of nationally recognized reputation and consulting with such outside counsel, that such acquisition proposal constitutes a superior proposal.

•	Scripps receives a Scripps superior proposal that did not result from a violation of its no-shop obligations;

•	Scripps’ Board of Directors concludes in good faith, after consultation with outside legal counsel, that the failure to do so would reasonably likely violate its fiduciary duties under applicable law;

•	Scripps provides five business days prior notice to Journal that it intends to take such action and the reasons for such action;

•	to the extent requested by Journal during the applicable notice period, Scripps negotiates in good faith with Journal with respect to any counter offer Journal makes to match or surpass such acquisition proposal;

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•	Scripps’ Board of Directors continues to believe, following any such negotiations with Journal, in its good faith judgment, after having received the advice of a financial advisor of nationally recognized reputation and outside counsel, that such acquisition proposal constitutes a superior offer; and

•	Scripps pays Journal a termination fee of approximately $15.8 million upon termination, plus expenses up to $7.5 million.

•	expiration or termination of the HSR waiting period;

•	receipt of the FCC consent;

•	absence of any order in effect issued by a U.S. federal or state court of competent jurisdiction preventing the completion of the transactions;

•	declaration by the SEC that the registration statement of which this joint proxy statement/prospectus is a part is effective (with no stop order suspending effectiveness issued and no proceeding for such purpose pending before or threatened by the SEC);

•	declaration by the SEC that the registration statement pertaining to shares of Journal Media Group for issuance in connection with the newspaper mergers is effective (with no stop order suspending effectiveness issued and no proceeding for such purpose pending before or threatened by the SEC);

•	approval of the shares of Journal Media Group for listing on a nationally recognized stock exchange in the United States;

•	the holders of Scripps common voting shares shall have approved the Scripps amendment proposal and the Scripps share issuance proposal;

•	the Journal shareholders shall have approved the Journal spin-off proposal and the Journal merger proposal;

•	the Scripps credit facility shall have been amended;

•	Journal shall have received required consents of television networks ABC, NBC, CBS and Fox;

•	receipt by each of Scripps and Journal from its respective legal counsel of a written opinion with respect to certain U.S. federal income tax matters relating to the transactions;

•	the accuracy of the representations and warranties of the other party (with certain exceptions for inaccuracies that are de minimis or would not reasonably be expected to have a material adverse effect on the party making such representations and warranties);

•	the performance in all material respects by each party of all obligations required to be performed by it under the master agreement; and

•

no institution of any action or proceeding by any governmental authority that remains pending before any governmental authority (i) challenging or seeking to make illegal or prohibit the completion of the transactions, (ii) seeking to compel Journal Media Group or any of its subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Scripps newspaper business and the Journal newspaper business, taken as a whole; or (iii) seeking to compel Scripps, Journal or any of their respective subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Scripps broadcast business or the Journal broadcast business.

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•	by mutual written agreement of Scripps and Journal;

•	by either Scripps or Journal:

•	if any U.S. federal or state court shall have issued a final and nonappealable order permanently prohibiting or making the transactions unlawful;

•

if the closing of the transactions has not occurred on or before September 30, 2015, which we refer to as the “end date” (however, if the only conditions not satisfied are the expiration or termination of the HSR waiting period and the receipt of the FCC consent, then the end date will be extended to December 31, 2015, at the request of either Journal or Scripps), unless the failure to close by such date is due to the breach of the master agreement by the party seeking to terminate it;

•	the Journal shareholders or the Scripps shareholders shall not have approved the proposals necessary to the consummation of the transactions to be voted on at their special meeting; or

•	by Scripps:

•	if the closing conditions cannot be satisfied by the end date (or the extended end date, if applicable), so long as a breach of the agreement by Scripps is not the reason such conditions cannot be satisfied.

•	if the Journal Board of Directors fails to make, or if it changes, the Journal board recommendation, or if Journal enters into an acquisition agreement or fails to comply with its no-shop obligations or its obligation to inform Scripps of, and allow Scripps to compete with, any acquisition proposal;

•	by Journal:

•	if the closing conditions cannot be satisfied by the end date (or the extended end date, if applicable), so long as a breach of the agreement by Journal is not the reason such conditions cannot be satisfied.

•	if the Scripps Board of Directors fails to make, or if it changes, the Scripps board recommendation, or if Scripps enters into an acquisition agreement or fails to comply with its no-shop obligations or its obligation to inform Journal of, and allow Journal to compete with, any acquisition proposal;

•	Journal terminates the master agreement due to a breach by Scripps of its obligations with respect to its special meeting or its no-shop obligations;

•

Scripps or Journal terminates the master agreement because Scripps shareholders do not approve the transactions and (i) prior to the special meeting of Scripps shareholders an acquisition proposal with respect to Scripps shall have been publicly made and not withdrawn and (ii) on or prior to the first anniversary of such termination Scripps enters into a definitive agreement with respect to, recommends to its shareholders, or consummates a transaction contemplated by, such acquisition proposal;

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•	Journal terminates the master agreement because Scripps fails to make, or because it changes, the Scripps board recommendation or enters into an agreement with respect to an acquisition proposal; or

•	Scripps terminates the master agreement to enter into an agreement with respect to a superior proposal.

•	Scripps terminates the master agreement due to a breach by Journal of its obligations with respect to its special meeting or its no-shop obligations;

•

Scripps or Journal terminates the master agreement because Journal shareholders do not approve the transactions and (i) prior to the special meeting of Journal shareholders an acquisition proposal with respect to Journal shall have been publicly made and not withdrawn and (ii) on or prior to the first anniversary of such termination Journal enters into a definitive agreement with respect to, recommends to its shareholders, or consummates a transaction contemplated by, such acquisition proposal;

•	Scripps terminates the master agreement because Journal fails to make, or because it changes, the Journal board recommendation or enters into an agreement with respect to an acquisition proposal; or

•	Journal terminates the master agreement to enter into an agreement with respect to a superior proposal.

•	If Scripps or Journal terminates the master agreement because the other’s shareholders do not approve the transactions and no acquisition proposal with respect to the other was pending prior to the special meeting of its shareholders; or

•

Scripps or Journal exercises its “force the vote” right and the shareholders of the other at their special meeting do not approve the transactions. The “force the vote” right of each of Scripps and Journal allows it to compel the other to hold its shareholders meeting to vote on the transactions despite the fact that the other failed to make, or because it changed, its board recommendation, or even though it has entered into an acquisition agreement for a superior proposal.

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•	obtain any required consents, approvals, waivers and authorizations of any governmental entity or other third party;

•	make all required filings and submissions with any governmental entity or other third party;

•	defend against any actions challenging the transactions;

•	cooperate with the other party in determining which filings are required to be made prior to the closing with, and which material consents and approvals are required to be obtained prior to the closing from, governmental entities or other third parties in connection with the transactions; and

•	cause the conditions to the transactions to be satisfied and all actions necessary to consummate the transactions to be taken.

•	any material communication from any governmental authority in connection with the transactions;

•	any failure of it to comply with any covenant or condition under the master agreement;

•	any litigation commenced or threatened against it that is material to the transactions; and

•	any termination, cancellation or non-renewal of any material contract to which it is a party.

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•	changes in Journal's net assets between the pro forma balance sheet date of September 30, 2014 and the closing of the transactions, which could impact the preliminary estimated purchase price or the preliminary estimated fair value as of the effective date of the transactions;

•	changes in the price of Scripps' Class A common shares;

•	the value of the combined company at the effective date of the transactions; and

•	other changes in net assets that may have occurred prior to the completion of the transactions, which could cause material differences in the information presented.

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1.	Reflects adjustment to record identifiable tangible and intangible assets of Journal at their preliminary estimated fair value. The allocation of the purchase price is subject to change as the appraisals are completed.

2.

Reflects $60 million adjustment to record deferred taxes for the difference between the book and tax basis of assets acquired as a result of the purchase price allocation. The preliminary estimate of the deferred tax adjustment resulting from the purchase accounting adjustments was calculated at a tax rate of 38.0% representing Scripps' best estimate of its statutory income tax rate for all tax jurisdictions. In addition, after the $60 million pro forma adjustment and the $12 million adjustment for deferred taxes for deductible transaction costs (see adjustment 4), deferred taxes is a net deferred tax liability of $7.3 million which has been reclassified to long-term deferred tax liability.

3.	Reflects $3.0 million of additional deferred financing costs for the $200 million increase in Scripps term loan B. Scripps committed financing is described on page __ .

4.

Reflects the impact of transaction-related expense to be incurred on the pro forma condensed combined balance sheet. As of September 30, 2014, the combined company expects to pay total transaction-related costs of approximately $52 million. The combined company incurred $10 million of transaction-related costs through September 30, 2014, which is reflected in the historical retained earnings balance. For pro forma purposes, retained earnings was decreased by $42

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5.

Represents an estimate of the number of unrestricted Scripps Class A common shares that would have been issued to acquire Journal as of September 30, 2014, pursuant to the exchange ratio in the master agreement. The number of Scripps Class A common shares to be issued for pro forma presentation purposes was calculated based on the number of shares of Journal common stock issued and outstanding as of September 30, 2014, as illustrated below:

6.

Represents pro forma adjustment to long-term debt for the $200 million increase in Scripps term loan B. Scripps committed financing is described on page __ . The proceeds from the loan will be used to refinance of all of Journal's debt with the exception of Journal's Unsecured 7.25% Subordinated Notes Payable. If the broadcast acquisition had occurred on September 30, 2014, Scripps would have used $13 million in proceeds to repay the outstanding balance of Journal's revolving credit facility, $128 million to repay the outstanding balance of Journal's term loan and the $59 million remainder for cash for working capital.

1.	Reflects an adjustment to depreciation and amortization expense resulting from the fair value adjustments to the Acquired Granite Stations’ property, plant and equipment and intangible assets.

2.	Income tax effects of the pro forma adjustments are reflected at Scripps' best estimate of the statutory income tax rate.

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1.	Reflects an adjustment to depreciation and amortization expense resulting from the fair value adjustments to the Acquired Granite Stations’ property, plant and equipment and intangible assets.

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a.	Reflects adjustment to eliminate the assets and liabilities to be distributed in the Journal newspapers spin-off.

b.	Reflects the contribution of $10 million of cash to the Journal newspapers prior to the Journal newspapers spin-off pursuant to the master agreement. Since Journal does not have cash on hand to make the distribution of cash, it is assumed that the cash will be funded by a borrowing under the Journal secured revolving credit facility.

c.	Reflects the estimated tax on the spin-off of Journal Newspapers. The spin-off of the Journal Newspapers is taxable to Journal.

a.

Reflects adjustment to present the operations of the Journal newspapers as discontinued operations. Excluded from these amounts are certain general corporate overhead expenses not specifically related to the Journal newspapers business. Such general corporate expenses do not meet the requirements to be presented in discontinued operations, and thus are presented as part of Journal's continuing operations.

b.

Reflects adjustments to interest expense associated with the assumed borrowing to fund the $10 million cash contribution to Journal newspapers as if the contribution had occurred on January 1, 2013. The Journal loan agreement bears interest at a variable rate. As of December 29, 2013, the interest rate was 2.23%. A 12.5 basis point change in market interest rates would not materially impact annual interest expense.

c.	Reflects income tax effects of the pro forma adjustments and historical income are reflected at 40.0%, the best estimate of the statutory income tax rate.

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•	incremental accounting, tax and other professional costs pertaining to establishing Journal Media Group as a stand-alone public company; and

•	costs to separate corporate information systems. Due to the scope and complexity of these activities, the amount of these costs could increase or decrease materially and the timing of incurrence could change.

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1.	Pursuant to the master agreement Journal will contribute $10 million to JRN Newspapers immediately prior to the Journal Newspapers spin-off.

2.	Reflects adjustment to record identifiable tangible and intangible assets of JRN Newspapers at their preliminary estimated fair value. The allocation of the purchase price is subject to change as the appraisals are completed.

3.

Reflects adjustment to remove certain liabilities included in the Scripps Newspapers and JRN Newspapers carve-out financial statements that pursuant to the master agreement will not be included in the newspaper spin-offs. Pursuant to the master agreement pension plans currently sponsored directly by the Memphis newspaper operations of Scripps with a balance of $3.0 million will be retained by Scripps and therefore have been removed. The accumulated other comprehensive loss of $8.9 million related to the pension plans sponsored directly by the Memphis newspaper

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4.	Reflects adjustment to remove the related party note as the related party lending arrangement will be terminated and all outstanding balances will be contributed to capital upon consummation of the transactions pursuant to the master agreement.

a.	Reflects an adjustment to eliminate the expense related to 1) $0.6 million of expense for the defined benefit pension plans of the Memphis and Knoxville newspaper operations, 2) the allocation of $2.9 million of Scripps pension expense and 3) the allocation $1.5 million of Journal pension expense, all of which defined benefit plans will be retained by Scripps pursuant to the master agreement.

b.	Reflects an adjustment to depreciation expense resulting from the fair value adjustments to JRN Newspapers property, plant and equipment. The depreciation was determined on a straight-line basis with an estimated useful life of 30 years for buildings and 7 years for equipment.

c.	Reflects an adjustment to amortization expense resulting from the fair value adjustments to JRN Newspapers intangible assets. The amortization was determined on a straight-line basis with a estimated useful life of 25 years for trade names and 10 years for advertiser relationships.

d.

The provision for income taxes reflected in the Scripps Newspapers and JRN Newspapers historical carve-out financial statements was determined as if they had filed separate, stand-alone income tax returns in each relevant jurisdiction. In determining the tax rate to apply to pro forma adjustments, the applicable estimated statutory rate based on the jurisdiction in which the adjustment relates was used.

e.	Pro forma earnings per share and pro forma weighted-average shares outstanding are based on the weighted-average number of shares of Scripps and Journal stock for the year ended December 31, 2013 adjusted for an assumed distribution ratio as follows:

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a.	Reflects an adjustment to eliminate the expense related to 1) the $0.3 million of expense for the defined benefit pension plans of the Memphis and Knoxville newspaper operations, 2) the allocation of $1.6 million of Scripps pension expense and 3) the allocation $1.2 million of Journal pension expense, all of which defined benefit plans will be retained by Scripps pursuant to the master agreement.

b.	Reflects an adjustment to depreciation expense resulting from the fair value adjustments to JRN Newspapers property, plant and equipment. The depreciation was determined on a straight-line basis with an estimated useful life of 30 years for buildings and 7 years for equipment.

c.	Reflects an adjustment to amortization expense resulting from the fair value adjustments to JRN Newspapers intangible assets. The amortization was determined on a straight-line basis with a estimated useful life of 25 years for trade names and 10 years for advertiser relationships.

d.

The provision for income taxes reflected in the Scripps Newspapers and JRN Newspapers historical carve-out financial statements was determined as if they had filed separate, stand-alone income tax returns in each relevant jurisdiction. In determining the tax rate to apply to pro forma adjustments, the applicable estimated statutory rate based on the jurisdiction in which the adjustment relates was used.

e.	Pro forma earnings per share and pro forma weighted-average shares outstanding are based on the weighted-average number of shares of Scripps and Journal stock for the nine months ended September 30, 2014, respectively, adjusted for an assumed distribution ratio as follows:

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(1)	Based on Audit Bureau of Circulation Publisher’s Statements (“Statements”) for the six-month periods ended September 30, except figures for the Naples Daily News and the Treasure Coast News/Press/Tribune, which are from the Statements for the twelve-month periods ended September 30.

(2)	Represents the combined Sunday circulation of The Stuart News, the Indian River Press Journal and The St. Lucie News Tribune.

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•	restricting dividends on the common stock;

•	diluting the voting power of the common stock;

•	impairing the liquidation rights of the common stock; and

•	delaying or preventing a change in control of Journal Media Group.

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•	the board of directors approved the acquisition of the stock prior to the acquisition date;

•	the business combination is approved by a majority of the outstanding voting stock not owned by the interested stockholder;

•	the consideration to be received by shareholders meets certain requirements of the statute with respect to form and amount; or

•	the business combination is of a type specifically excluded from the coverage of the statute.

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•	to the extent such officers or directors are successful in the defense of a proceeding; and

•	in proceedings in which the director or officer is not successful in defense thereof, unless it is determined that the director or officer breached or failed to perform his or her duties to Journal Media Group and such breach or failure constituted:

•	a willful failure to deal fairly with Journal Media Group or Journal Media Group’s shareholders in connection with a matter in which the director or officer had a material conflict of interest;

•	a violation of the criminal law unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful;

•	a transaction from which the director or officer derived an improper personal profit; or

•	willful misconduct.

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•	100,000,000 shares of common stock, $.01 par value per share; and

•	10,000,000 shares of preferred stock, $.01 par value per share.

•	240,000,000 class A common shares, $.01 par value per share;

•	60,000,000 common voting shares, $.01 par value per share; and

•	25,000,000 preferred shares.

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•	170,000,000 shares of class A common stock, $.01 par value per share;

•	120,000,000 shares of class B common stock, $.01 par value per share;

•	10,000,000 shares of class C common stock, $.01 par value per share; and

•	10,000,000 shares of preferred stock, $.01 par value per share.

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The dissenting class B shareholder must deliver (and Journal must receive), prior to the taking of the vote on the transaction, written notice of his, her, or its intent to demand payment of the fair value of his, her, or its shares pursuant to Subchapter XIII if the transaction is consummated. The written notice must reasonably inform Journal of the identity of the dissenting shareholder and of the fact that the dissenting shareholder intends to demand payment of the fair value of his, her, or its shares. The written notice should be delivered to Journal Communications, Inc., 333 West State Street, Milwaukee, Wisconsin 53203, Attention: Senior Vice President, General Counsel, Secretary and Chief Compliance Officer. If mailed, it is recommended that the written notice be sent by registered or certified mail, return receipt requested. The return of a proxy with an instruction to vote the shares represented thereby against approval of the transaction or to abstain will not, by itself, satisfy the requirement that a written notice demanding payment be filed with Journal.

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•

The dissenting class B shareholder’s shares must not be voted in favor of the transaction. This requirement will be satisfied if a proxy (1) is signed and returned with instructions to vote against the transaction, (2) if no proxy is returned, or (3) if the dissenting shareholder attends the Journal special meeting and votes against the transaction or abstains from voting (and, in the case of abstention, has revoked any proxy voting in favor of the transaction). If the dissenting shareholder signs and returns a proxy in the form provided, but does not indicate how the shares represented thereby are to be voted, the shares will be voted in favor of the transaction, and the dissenting shareholder’s right to demand payment for his, her, or its shares will be lost (unless his, her, or its proxy is revoked prior to the voting thereof). Attendance by the dissenting class B shareholder at the Journal special meeting will not in and of itself constitute revocation of a proxy.

•

If the transaction is approved, within ten days after approval, the dissenting class B shareholder will be sent a written dissenters’ notice accompanied by a copy of Subchapter XIII, specifying: (a) where the dissenting class B shareholder must send the payment demand and where and when the book-entry securities for his, her, or its shares must be deposited; (b) a form for demanding payment to be delivered to Journal that includes the date of the first announcement to news media and that requires the dissenting class B shareholder to certify whether he, she, or it acquired beneficial ownership of the class B shares before that date; and (c) the date by which Journal must receive the payment demand.

•	A dissenting class B shareholder who receives a written dissenters’ notice from Journal must demand payment in writing and deposit the book-entry securities for his, her, or its shares in accordance with the terms of that notice. Failure to do so by the date set forth in the notice will result in the dissenting shareholder’s forfeiture of the right to receive payment for his or her shares.

•

Upon the later of receipt of a payment demand or the approval of the transaction, Journal will pay to each dissenting class B shareholder Journal’s estimate of the fair value of his, her, or its shares, plus interest accrued to the date of payment. Journal’s payment must be accompanied by its most recent audited financial statements and the latest available interim financial statements of Journal, a statement of Journal’s estimate of the fair market value of such dissenting shareholder’s class B shares, an explanation of how the interest was calculated, and a statement informing the dissenting class B shareholder of his, her, or its right to demand payment of such class B shareholder’s estimate of the fair value of his, her, or its shares if he, she, or it is dissatisfied with Journal’s payment.

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If the offer of payment made by Journal is unacceptable to the dissenting class B shareholder, the dissenting class B shareholder may give Journal written notice of such class B shareholder’s estimate of the fair value of the shares and the amount of interest due and demand payment of his, her, or its estimate, less any amounts already paid to such class B shareholder. This demand for payment must be received by Journal within 30 days of his, her, or its receipt of Journal’s offer of payment. A dissenting class B shareholder who fails to make a timely demand for payment will be deemed to have waived his, her, or its right to demand payment.

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If the dissenting class B shareholder demands payment of his, her, or its estimate of the fair value of his, her, or its class B shares and payment is not paid by Journal, Journal is required to bring a special proceeding within 60 days after receiving the class B shareholder’s payment demand and petition the court to determine the fair value of the class B shareholder’s class B shares and accrued interest. The special proceeding must be brought in the circuit court of Milwaukee County in the State of Wisconsin. Journal shall make all dissenting class B shareholders whose demands remain unsettled parties to the special proceeding. The court may appoint one or more persons as appraisers to receive evidence and to recommend a decision on the question of fair value. Dissenting class B shareholders are entitled to the same discovery rights as a party in any other civil proceeding. If Journal does not bring the special proceeding within the 60 day period, it shall pay dissenting class B shareholders the amount demanded by such class B shareholder’s estimate of the fair value of the class B shares and the amount of interest due.

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(1)	Each class B share is convertible at any time into one class A share.

(2)	Includes 413,000 shares of class B common stock that may be purchased upon the exercise of vested stock appreciation rights. These stock appreciation rights are stock-settled and, based on Journal’s stock price of $9.81 on the October 31, 2014, Mr. Smith would not be entitled to purchase any shares of class B common stock upon exercise of the vested stock appreciation rights.

(3)	Includes 124,000 shares of class B common stock that may be purchased upon the exercise of vested stock appreciation rights. These stock appreciation rights are stock-settled and, based on Journal’s stock price of $9.81 on the October 31, 2014, Ms. Brenner would not be entitled to purchase any shares of class B common stock upon exercise of the vested stock appreciation rights.

(4)

The number of shares owned set forth in the table is as of or about January 30, 2014, as reported by Gamco Asset Management, Inc. et al (“Gamco”) in its Schedule 13D/A filed with the Securities and Exchange Commission on August 8, 2014. The address for this shareholder is One Corporate Center, Rye, NY 10580. Gamco has sole voting power with respect to 8,242,642 of these shares and sole dispositive power with respect to 8,727,142 of these shares.

(5)	The number of shares owned set forth in the table is as of or about December 31, 2013, as reported by MSDC Management, L.P. et al (“MSDC”) in its Schedule 13D/A filed with the Securities and Exchange Commission on February 13, 2014. The address for this

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(6)

The number of shares owned set forth in the table is as of or about December 31, 2013, as reported by BlackRock, Inc. (“BlackRock”) in its Schedule 13G/A filed with the Securities and Exchange Commission on January 29, 2014. The address for this shareholder is 40 East 52nd Street, New York, NY 10022. BlackRock has sole voting power with respect to 2,473,689 and sole dispositive power with respect to 2,590,404 of these shares.

(7)	The address for this shareholder is c/o von Briesen & Roper, S.C., 411 E. Wisconsin Avenue, Suite 700, Milwaukee, WI 53202. David G. Meissner, the trustee and a beneficiary of the Judith Abert Meissner Marital Trust, also owns 102,478 class B shares in his individual capacity, representing 1.8% of the issued and outstanding class B shares as of October 31, 2014.

(8)

The number of shares owned set forth in the table is as of or about December 31, 2013, as reported by Dimensional Fund Advisors LP (“Dimensional”) in its Schedule 13G filed with the Securities and Exchange Commission on February 10, 2014. The address for this shareholder is Palisades West, Building One, 6300 Bee Cave Road, Austin, TX, 78746. Dimensional has sole dispositive power with respect to 3,249,678 and sole voting power with respect to 3,136,628 of these shares.

(9)

The number of shares owned set forth in the table is as of or about December 31, 2013, as reported by Contrarius Investment Management Limited (“Contrarius”) in its Schedule 13G filed with the Securities and Exchange Commission on February 13, 2014. The address for this shareholder is 2 Bond Street, St. Helier, Jersey JE2 3NP, Channel Islands. Contrarius has shared voting and dispositive power with respect to 2,622,465 of these shares.

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•	Annual Report on Form 10-K for the year ended December 31, 2013;

•	Annual Proxy Statement on Schedule 14A for Scripps’ Annual Meeting of Shareholders Held May 5, 2014;

•	Current Reports on Form 8-K filed on February 11, 2014, February 13, 2014, May 8, 2014, July 31, 2014, August 29, 2014, November 7, 2014 and November 10, 2014;

•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2014;

•	Quarterly Report on Form 10-Q for the quarter ended June 30, 2014; and

•	Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.

•	Annual Report on Form 10-K for the year ended December 29, 2013, as updated by the Current Report on Form 8-K filed on October 24, 2014;

•	Annual Proxy Statement on Schedule 14A for Journal’s Annual Meeting of Stockholders Held May 6, 2014;

•	Current Report on Form 8-K dated December 5, 2012 and filed on December 7, 2012, as amended by Form 8‑K/A filed on February 4, 2013;

•	Current Reports on Form 8-K filed on January 22, 2014, February 11, 2014, May 7, 2014, May 8, 2014, July 8, 2014, July 31, 2014, October 24, 2014 and November 13, 2014;

•	Quarterly Report on Form 10-Q for the quarter ended March 30, 2014;

•	Quarterly Report on Form 10-Q for the quarter ended June 29, 2014; and

•	Quarterly Report on Form 10-Q for the quarter ended September 28, 2014.

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1	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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2	SIGNIFICANT ACCOUNTING POLICIES

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4	RECEIVABLES

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5	PROPERTY, PLANT AND EQUIPMENT

6	GOODWILL AND OTHER INTANGIBLE ASSETS

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7	DIVESTITURES

8	DISCONTINUED OPERATIONS

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9	WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS

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11	GUARANTEES

12	EMPLOYEE BENEFIT PLANS

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13	STOCK-BASED COMPENSATION

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14	ACCUMULATED OTHER COMPREHENSIVE INCOME

15	SEGMENT REPORTING

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16	SUBSEQUENT EVENTS

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1	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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3	RECEIVABLES

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5	PROPERTY, PLANT AND EQUIPMENT

6	GOODWILL AND OTHER INTANGIBLE ASSETS

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7	WORKFORCE REDUCTIONS AND BUSINESS IMPROVEMENTS

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9	GUARANTEES

10	EMPLOYEE BENEFIT PLANS

11	STOCK-BASED COMPENSATION

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12	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

13	SEGMENT REPORTING

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14	SUBSEQUENT EVENTS

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(1)	Included in net income from continuing operations for 2013 are transaction related costs and workforce reduction charges of $0.2 million, and $0.8 million, respectively. Included in net income from continuing operations for 2012 are pre-tax charges for impairment of long-lived assets and workforce reduction charges of $0.2 million and $1.7 million, respectively.

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(1)	Included in net income from continuing operations for 2012 are pre-tax charges for impairment of long-lived assets and workforce reduction charges of $0.2 million and $1.7 million, respectively. Included in net income from continuing operations for 2011 are workforce reductions charges of $1.7 million.

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(1)	For the postretirement benefits, payments included in the table have been actuarially estimated over a ten-year period. While benefit payments under these benefit plans are expected to continue beyond 2022, we believe that an estimate beyond this period is unreasonable.

(2)	Other liabilities consist primarily of obligations for capital leases, worker’s compensation claims and employee severance.

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•	Reviewed a draft, dated July 29, 2014, of the Agreement, including the financial terms thereof;

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•	Reviewed certain business, financial and other information regarding Journal, the Journal Newspaper Business and the Journal Broadcasting Business that was publicly available or was furnished to us by Journal or Scripps;

•	Reviewed certain financial projections for Journal, the Journal Newspaper Business and the Journal Broadcasting Business prepared by the management of Journal;

•	Reviewed certain financial projections for Journal, the Journal Newspaper Business and the Journal Broadcasting Business prepared by the management of Scripps (the “Journal Projections”);

•	Discussed with the managements of Journal and Scripps the operations and prospects of Journal, the Journal Newspaper Business and the Journal Broadcasting Business, including the historical financial performance and trends in the results of operations of Journal, the Journal Newspaper Business and the Journal Broadcasting Business;

•	Reviewed certain business, financial and other information regarding Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business that was publicly available or was furnished to us by Scripps;

•	Reviewed certain financial projections for Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business prepared by the management of Scripps (the “Scripps Projections”);

•	Discussed with the management of Scripps the operations and prospects of Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business, including the historical financial performance and trends in the results of operations of Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business;

•	Reviewed certain projections of the synergies and cost savings expected to result from the Broadcast Merger prepared by the management of Scripps (the “Broadcast Synergies Projections”);

•	Reviewed certain projections of the synergies and cost savings expected to result from the Newspaper Mergers prepared by the management of Scripps (the “Newspaper Synergies Projections”);

•	Discussed with the management of Scripps the strategic rationale for the Transactions;

•

Compared certain business, financial and other information regarding Journal, the Journal Newspaper Business, the Journal Broadcasting Business, Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business that was publicly available or was furnished to us by the respective managements of Journal and Scripps with publicly available business, financial and other information regarding certain publicly traded companies that we deemed relevant;

•	Compared selected proposed financial terms of the Agreement with the financial terms of certain other business combinations and transactions that we deemed relevant;

•	Prepared a discounted cash flow analysis of the Journal Newspaper Business and the Journal Broadcasting Business based upon the Journal Projections, as well as other assumptions discussed with and confirmed as reasonable by the management of Scripps;

•	Prepared a discounted cash flow analysis of the Scripps Newspaper Business and the Scripps Broadcasting Business based upon the Scripps Projections, as well as other assumptions discussed with and confirmed as reasonable by the management of Scripps; and

•	Considered other information such as financial studies, analyses and investigations, as well as financial, economic and market criteria that we deemed relevant.

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•	Reviewed a draft, dated July 29, 2014, of the Agreement, including the financial terms thereof;

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•	Reviewed certain business, financial and other information regarding Journal, the Journal Newspaper Business and the Journal Broadcasting Business that was publicly available or was furnished to us by Journal or Scripps;

•	Reviewed certain financial projections for Journal, the Journal Newspaper Business and the Journal Broadcasting Business prepared by the management of Journal;

•	Reviewed certain financial projections for Journal, the Journal Newspaper Business and the Journal Broadcasting Business prepared by the management of Scripps (the “Journal Projections”);

•	Discussed with the managements of Journal and Scripps the operations and prospects of Journal, the Journal Newspaper Business and the Journal Broadcasting Business, including the historical financial performance and trends in the results of operations of Journal, the Journal Newspaper Business and the Journal Broadcasting Business;

•	Reviewed certain business, financial and other information regarding Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business that was publicly available or was furnished to us by Scripps;

•	Reviewed certain financial projections for Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business prepared by the management of Scripps (the “Scripps Projections”);

•	Discussed with the management of Scripps the operations and prospects of Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business, including the historical financial performance and trends in the results of operations of Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business;

•	Reviewed certain projections of the synergies and cost savings expected to result from the Broadcast Merger prepared by the management of Scripps (the “Broadcast Synergies Projections”);

•	Reviewed certain projections of the synergies and cost savings expected to result from the Newspaper Mergers prepared by the management of Scripps (the “Newspaper Synergies Projections”);

•	Discussed with the management of Scripps the strategic rationale for the Transactions;

•

Compared certain business, financial and other information regarding Journal, the Journal Newspaper Business, the Journal Broadcasting Business, Scripps, the Scripps Newspaper Business and the Scripps Broadcasting Business that was publicly available or was furnished to us by the respective managements of Journal and Scripps with publicly available business, financial and other information regarding certain publicly traded companies that we deemed relevant;

•	Compared selected proposed financial terms of the Agreement with the financial terms of certain other business combinations and transactions that we deemed relevant;

•	Prepared a discounted cash flow analysis of the Journal Newspaper Business and the Journal Broadcasting Business based upon the Journal Projections, as well as other assumptions discussed with and confirmed as reasonable by the management of Scripps;

•	Prepared a discounted cash flow analysis of the Scripps Newspaper Business and the Scripps Broadcasting Business based upon the Scripps Projections, as well as other assumptions discussed with and confirmed as reasonable by the management of Scripps; and

•	Considered other information such as financial studies, analyses and investigations, as well as financial, economic and market criteria that we deemed relevant.

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(i)	Reviewed the financial terms of a July 30, 2014 draft of the Agreement (the “Draft Agreement”);

(ii)	Reviewed certain publicly available and other historical business and financial information relating to the Journal Businesses and the Scripps Businesses provided to or discussed with us by Journal and Scripps;

(iii)	Reviewed various financial forecasts and other data provided by Journal and Scripps relating to the Journal Businesses and the Scripps Businesses (as approved, in the case of such forecasts and other data relating to the Scripps Businesses, by the management of Journal);

(iv)	Held discussions with members of the senior managements of Journal and Scripps with respect to the operations and prospects of the Journal Businesses and the Scripps Businesses;

(v)	Reviewed the projected cost savings and other benefits, including the amount and timing thereof, anticipated by the managements of Journal and Scripps to be realized from the Mergers;

(vi)	Reviewed historical stock prices of Journal Class A Common Stock and Scripps Class A Common Shares;

(vii)	Reviewed public information with respect to certain other companies in lines of business we believe to be generally relevant in evaluating the Journal Businesses and the Scripps Businesses;

(viii)	Reviewed the financial terms of certain transactions involving companies in lines of business we believe to be generally relevant in evaluating the Journal Businesses and the Scripps Businesses; and

(ix)	Conducted such other financial studies, analyses and investigations as we deemed appropriate.

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(a)	The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

(1)

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)

The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(e)

The undersigned registrant hereby undertakes to respond to any request for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form within one business day of receipt of such request and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(f)	The undersigned registrant hereby undertakes to supply by means of a post- effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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