by Marshall N. Morton, President and Chief Executive Officer

Welcome from Lou Anne Nabhan

Good morning everyone. Thank you for joining Media General’s Call and Webcast regarding our plan to purchase four NBC broadcast television stations. Our press release has been posted to our web site.

At the outset of this call, let me remind you that our presentation will contain forward-looking statements, which are subject to various risks and uncertainties. They should be understood in the context of the company’s publicly available reports filed with the SEC. Media General’s future performance could differ materially from its current expectations.

Marshall Morton, president and chief executive officer, will provide an overview of the transaction. Also with us today are John Schauss, vice president-finance and chief financial officer; Reid Ashe, chief operating officer; and Jim Zimmerman, president of our Broadcast Division. John and Jim will participate along with Marshall in the Q&A part of the call.

Let me now introduce Marshall.

Remarks from Marshall Morton

Thank you, Lou Anne, and good morning ladies and gentlemen. Thank you for joining our call.

As we announced this morning, Media General plans to purchase four NBC owned and operated television stations. This transaction is compelling from both an operational and a financial perspective.
The stations we are buying are all leading stations, ranked among the top three in their markets, and all are located in attractive growth markets. Three of the four cities are state capitals, and all four are major university communities.

This acquisition is consistent with our growth strategy and will advance, in two ways, our goal of building upon our position of strength in growing Southeastern markets.

First, we will add the key Raleigh-Durham, North Carolina market, and second, we will upgrade our market presence in Birmingham, Alabama.

At the same time, while two of the stations we are acquiring lie outside the Southeast, their strong position in growing, larger-market DMAs, will strengthen our broadcast portfolio.

The Raleigh-Durham market is the 29th largest DMA in the country. It also encompasses the cities of Chapel Hill and Fayetteville. The population is expected to grow faster than the national average, and the market demographics are young, affluent and active. It is home to numerous prestigious colleges and universities, including Duke, the University of North Carolina, and North Carolina State, and Research Triangle Park is located there. We are delighted to add this key Southeastern and fast-growing market to our portfolio.

The transaction will also enable us to upgrade our market presence in Birmingham, the 40th largest DMA. The NBC station we are acquiring has a broader signal than our current CBS affiliate there, which will enable us to reach more households. We will have to divest our CBS affiliate in Birmingham, WIAT, because of the FCC’s rule on duopoly ownership.

Columbus, Ohio is the 32nd largest DMA, and the station, WCMH, is ranked #2. We’re pleased to add a strong station in the state of Ohio, which is always a key battleground state in Presidential elections, so, in those election years, WCMH generates substantial Political revenues.

Providence, Rhode Island is the 51st largest DMA. The station, WJAR, is the #1 station in its market—by far—and that market has one of the fastest-growing economies in New England.

Media General currently owns three stations in the Top 50 DMAs. In addition to Birmingham, we own the NBC affiliate in Tampa, the #12 DMA, and we own the CBS affiliate in Spartanburg, South Carolina, the #35 DMA. Following completion of this transaction, we will double that number as most industry experts expect the Providence, Rhode Island market to move into the Top 50.

We will also become the third-largest independent owner of NBC affiliates. Our total household reach from all stations will increase to approximately 10% of the United States, up from 8% currently.

The acquisition will result in the immediate enhancement of our Broadcast Division’s revenue growth, cash flow and margins.

Future growth of these acquired stations will be driven by underlying market growth, generation of substantial political revenues during election years, and significant sales from the 2008 summer Olympics.

But, importantly, we intend to add further value to these stations and realize significant synergies by implementing Media General’s sales and operating practices at these stations.

On the revenue side, we will immediately introduce our new revenue development initiatives. These stations do not yet use any of the powerful training or tools that have enabled our Media General station group to generate revenue growth that is above the industry average for several years in a row. We believe these stations can achieve higher revenue growth in off-political years by implementing our strategies to replace lost political revenues. We will gain additional benefits by bringing these four stations into our Centralized Traffic Operation, which optimizes revenues by effectively managing and pricing our spot inventory.

We had already planned to centralize Master Control for our 5 existing NBC stations this year, so we will add the 4 newly acquired stations to this plan. We successfully completed a similar project for our CBS stations in 2004. Such centralization allows us to improve efficiency and on-air product quality. We also believe we can further automate the operations of the four acquired stations.

We estimate that operating synergies will be $3-to-3.5 million per year, beginning in the second full year of ownership. We do expect to realize some of these synergies in the first full year of ownership.

This transaction balances our network affiliation mix between CBS and NBC stations, and it creates more balance in the contribution of our Publishing and Broadcast segments to consolidated results.

Now, let’s look at the financial details of the transaction, which is all cash and valued at approximately $600 million.

Our financing plan is a combination of bank debt, using existing capacity under our $1 billion revolving credit facility, $100 million in new public debt, and approximately $150 million in proceeds from asset sales.

We plan to issue $300 million of new 7-10 year Senior Notes prior to or concurrent with the acquisition and pay off our existing $200 million Senior Notes due September 2006.

Planned asset sales include, separately or as a group, in addition to our CBS affiliate in Birmingham, our CBS affiliates in Wichita, Kansas (plus its three satellite stations), Mason City, Iowa, and Chattanooga, Tennessee. We plan to complete the sale of these assets by the end of this year.

Because this is primarily an asset purchase, the tax basis of the acquired stations will fully reflect the purchase price, and we will realize annual savings in cash taxes paid as a result of the higher tax amortization and depreciation. The transaction value of this purchase, then, net of the present value of the expected tax benefit, is approximately $450 million.

As you know, in the Broadcast business even-numbered years include Political revenues and Olympics advertising and odd-numbered years tend to reflect a deficiency of those revenues. Therefore, we have considered the valuation of this transaction based on a two-year average.

The transaction represents a multiple of 14x 2004-2005 average broadcast cash flow for the four stations. Pro forma for the expected operating synergies, the transaction represents a multiple of 13x 2004-2005 average broadcast cash flow for the four stations.

The transaction is expected to immediately contribute to Media General’s free cash flow. As with most media acquisitions, it’s virtually impossible to realize earnings-per-share accretion in the first few years because of increased intangibles amortization. This transaction will add approximately $10 million in non-cash amortization and depreciation expense per year. Nevertheless, we believe these stations will be significant contributors to our EPS over time.

After all divestitures are completed, we anticipate our total debt at the end of 2006 to be $960 million and represent 49% of total capital. That amount will include $565 million of bank debt, $300 million of public debt, and $95 million in consolidated variable interest entity debt. We are comfortable with this debt level and with our delevering plan. Going forward, we will use a portion of our increased free cash flow for debt repayment.

That concludes our overview of the transaction. Now, we’ll be pleased to take your questions.

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