(1) Consent by P (2) Truth (3) Privilege absolute privilege- communications between spouses OR three branches of government (on the senate/house floor or courtroom) qualified privilege- public interest in candor (reference or recommendations are protected if D stays on the relevant subject matter at hand and D has reasonable and good faith basis for making statements) (4) D's statement is a matter of public concern; D is protected unless P can prove: (1) the statement is false; and (2) D made the statement in bad faith (if P is a public figure- P must prove D made the statement knowing it was false OR acted with reckless disregard for the truth; if P is a private figure- P must prove statement was made negligently) (5) Newsworthy matters are always protected