<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ______________
COMMISSION FILE NUMBER 1-8598
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
THE A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
A. H. BELO CORPORATION
P. O. BOX 655237
DALLAS, TEXAS 75265-5237
<PAGE> 2
Financial Statements
and Supplemental Schedules
A. H. Belo Corporation
Employee Savings and Investment Plan
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
<PAGE> 3
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes
Line 27d - Schedule of Reportable Transactions
Line 27f - Schedule of Nonexempt Transactions
</TABLE>
<PAGE> 4
Report of Independent Auditors
The Benefits Administrative Committee
A. H. Belo Corporation
Employee Savings and Investment Plan
We have audited the accompanying statements of net assets available for plan
benefits of the A. H. Belo Corporation Employee Savings and Investment Plan (the
"Plan") as of December 31, 1997 and 1996, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997, and reportable
and nonexempt transactions for the year then ended, are presented for purposes
of complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and
are not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audit of
the 1997 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1997 basic financial statements taken as a
whole.
/S/ERNST & YOUNG LLP
Dallas, Texas
June 19, 1998
1
<PAGE> 5
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Assets:
Investments, at fair value (Note 3) $120,700,420 $ 73,745,211
Participant loans receivable (Note 1) 5,049,838 4,152,696
Participant contributions receivable (Note 2) 798,081 738,231
Employer contributions receivable (Note 2) 295,161 269,897
------------ ------------
Total assets
126,843,500 78,906,035
Liabilities:
Distributions payable (Note 1) -- 1,862
------------ ------------
Net assets available for plan benefits $126,843,500 $ 78,904,173
============ ============
</TABLE>
See accompanying notes.
2
<PAGE> 6
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Participant contributions (Note 1) $ 18,433,636 $ 11,146,248
Employer contributions (Note 1) 4,231,212 3,617,879
Transfer of assets from merged plan (Note 1) 985,682 34,306
Investment income (Note 2):
Net appreciation (depreciation) in fair value of investments 25,731,442 (126,033)
Interest and dividends 4,720,032 5,648,651
------------- -------------
Total investment income 30,451,474 5,522,618
Participant distributions (6,162,677) (3,440,477)
------------- -------------
Increase in net assets available for
plan benefits 47,939,327 16,880,574
Net assets available for plan benefits at
beginning of year 78,904,173 62,023,599
------------- -------------
Net assets available for plan benefits at
end of year $ 126,843,500 $ 78,904,173
============= =============
</TABLE>
See accompanying notes.
3
<PAGE> 7
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1. Description of the Plan
The following description of the A. H. Belo Corporation Employee Savings
and Investment Plan (the "Plan") provides only general information.
Participants should refer to the Plan document for more complete
information.
General
The Plan, a defined contribution plan, was established effective October 1,
1989. The Plan covers all employees of A. H. Belo Corporation, The Dallas
Morning News, Inc., WFAA TV, Inc., WVEC Television, Inc., DFW Suburban
Newspaper, Inc., DFW Printing Company, Inc., Great Western Broadcasting
Corporation, Bryan-College Station Eagle, Inc., Owensboro
Messenger-Inquirer, Inc., KHOU-TV, Inc., KOTV, Inc., WWL-TV, Inc., Belo
Management Services, Belo Productions, Inc., Belo Capital Bureau, Inc.
(effective January 1, 1997), KMOV-TV, Inc. (effective June 2, 1997), and
BHI Sub, Inc. (effective October 15, 1997) (collectively, the "Employer")
who have attained age 21 and have completed one year of service or who
participated in the Employer's Employee Stock Purchase Plan before October
1, 1989. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
During 1997, the Employer completed the acquisition of The Providence
Journal Company (PJC), Henderson-Gleaner, Inc. and The Press-Enterprise
Company. In connection with these acquisitions, effective January 1, 1998,
the Journal Broadcasting 401(k) Plan, the Journal Qualified Compensation
Deferral Plan, the Press-Enterprise Tax Deferred Savings Plan and the
Gleaner and Journal Publishing Company 401(k) Retirement Plan, each of
which is a qualified deferred contribution plan sponsored by a wholly-owned
subsidiary of the Employer, were merged with and into the Plan, at which
time the Plan was amended and restated to include the following employers:
Henderson-Gleaner, Inc., The Press-Enterprise Company, The Providence
Journal Company, Rhode Island Monthly Communications, Inc., King
Broadcasting Company, King News Corporation, Belo Kentucky, Inc., KMSB-TV,
Inc., WCNC-TV, Inc., and KASA-TV, Inc. The total fair value of the assets
merged into the Plan subsequent to December 31, 1997 was approximately $106
million.
Administration
The Plan is administered by the Benefits Administrative Committee, which
consists of members appointed by the Plan sponser.
Income tax status
The Plan is intended to qualify under Section 401(a) of the Internal
Revenue Code (the "Code") and, therefore, the trust would be exempt from
federal income taxes under provisions of Section 501(a) of the Code. The
Plan obtained its latest favorable tax determination letter from the
Internal Revenue Service ("IRS") dated November 28, 1995. Once qualified,
the Plan is required to operate in conformity with the applicable
qualification requirements. The Plan Administrative Committee is not aware
of any events or occurrences that might adversely affect the qualified
status of the Plan.
4
<PAGE> 8
1. Description of the Plan (continued)
Contributions
Participants may elect to contribute a portion of their pretax
compensation, as provided by the Plan and IRS regulations. Such
contributions are withheld by the Employer from each participant's
compensation and deposited in the appropriate investment fund as directed
by the participant. Participants direct the allocation of their
contributions to any of the Plan's ten investment funds, with the exception
of A. H. Belo Corporation Series B Common Stock.
Effective January 1, 1997, the Employer makes a matching contribution of 55
percent of participant contributions, to the extent that participant
contributions do not exceed 6 percent of compensation. The matching
contribution for the year ended December 31, 1996 was 50 percent. The
maximum pretax contribution is 15 percent of a participant's compensation.
Participants are fully vested in Employer matching contributions at the
time the contributions are credited to their accounts. For participants
under 55 years of age, Employer contributions are made in shares of A. H.
Belo Corporation Series B Common Stock. Prior to March 1, 1996, all
Employer matching contributions were made in A. H. Belo Corporation Series
A Common Stock. Participants age 55 or over may direct Employer matching
contributions to any of the investment funds.
As described above, A. H. Belo Corporation Series A Common Stock fund
includes Employer-directed funds (Employer matching contributions made
prior to March 1, 1996) and participant-directed funds (employee
contributions), which are reflected in notes 5 and 6 as "Non-Participant
Directed" and "Participant-Directed", respectively. A. H. Belo Corporation
Series B Common Stock fund includes only Employer matching contributions
made beginning March 1, 1996 and, as a result, is reflected in notes 5 and
6 as "Non-Participant Directed".
Rollovers
The Plan accepts rollovers from employees who have previously participated
in a former employer's qualified plan. Rollovers of $7,196,838 and $839,105
in 1997 and 1996, respectively, are included with participant contributions
in the statements of changes in net assets available for plan benefits.
Participant accounts
Each participant's account is credited with the participant's
contributions, rollovers, Employer's matching contributions, and an
allocation of each investment fund's investment income and securities gains
and losses. Participants are fully vested in their participant accounts at
all times.
Distributions
In accordance with the Plan document and as allowed under the Code,
distribution of a participant's account is available upon the participant's
retirement, death, disability, termination of employment, or attainment of
age 59-1/2; or distribution is available to satisfy a financial hardship
meeting the requirements of the IRS regulations.
Refunds of excess contributions are included in participant distributions
in the statements of changes in net assets available for plan benefits. At
December 31, 1997, there were no excess participant contributions, however,
at December 31, 1996, distributions payable is comprised of employee
contributions which exceeded the maximum contributions allowable under
sections 402(g) and 415 of the Code.
5
<PAGE> 9
1. Description of the Plan (continued)
During 1997 and 1996, the Plan met the discrimination test requirements
described in the Plan and required by Section 401(k) and Section 401(m) of
the Code and no refunds were required.
Loans
Participants are able to borrow against their accounts. The minimum amount
of any loan is $1,000 and the maximum amount of any loan is the lesser of
50% of the participant's account, or $50,000 reduced by the highest
outstanding loan balance for the previous 12 month period. Interest charged
on loans is intended to be commercially reasonable and is based on Texas
Commerce Bank's quarterly prime rate. All payments with respect to the loan
(principal and interest) will be invested in proportion to the
participant's current investment selection.
Expenses
All expenses incident to the administration of the Plan are charged to the
participants' accounts unless the Employer elects to pay for such expenses.
The Employer has elected to pay substantially all expenses in 1997 and
1996.
Transfer of Plan assets
Effective January 1, 1995, the participant accounts of DFW Suburban
Newspapers, Inc. employees began accumulating in the then established A. H.
Belo Corporation Employee Thrift Plan (the "Thrift Plan"). On January 31,
1997, the Plan accepted a transfer of $985,682, representing the fair
market value of all participant accounts previously held in the Thrift
Plan. Upon transfer, the Thrift Plan was merged into the Plan. During 1996,
participant accounts valued at $34,306 were transferred from the Thrift
Plan.
Termination
While the Employer has not expressed any intent to terminate the Plan, it
may do so at any time, subject to the provisions of ERISA, by action of the
Board of Directors of A. H. Belo Corporation. If the Plan is terminated,
each participant shall receive a distribution of assets equal to the value
of the participant's account.
2. Summary of Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Investments
Investments in the Plan are valued at fair value as determined by quoted
market prices. Purchases and sales of securities are recorded on a
trade-date basis. Investments are maintained by the Trustees of the Plan
(Fidelity Management Trust Company for all mutual funds sponsored by
Fidelity Investments and U. S. Trust Company of California, N.A. ("U. S.
Trust") for A. H. Belo Corporation Series A and Series B Common Stock) in
accordance with trust agreements.
6
<PAGE> 10
The ten investment fund options at December 31, 1997, were:
1. A. H. Belo Corporation Series A Common Stock - invested in A. H. Belo
Corporation Series A Common Stock. Purchases of such stock are made by
U. S. Trust either on the open market or directly from A. H. Belo
Corporation.
2. A. H. Belo Corporation Series B Common Stock - shares of A. H. Belo
Corporation Series B Common Stock are issued directly by the Employer
and are not available on the open market. Series B Common Stock is
identical to Series A, except that shareholders are entitled to 10
votes per share. The Benefits Administrative Committee votes all
Series A and Series B shares for which the trustee receives no
response from the individual participants.
3. Fidelity Magellan Fund - a mutual fund that invests primarily in
equity securities.
4. Fidelity Puritan Fund - a mutual fund that invests in a diversified
portfolio of common stocks, preferred stocks and bonds.
5. Fidelity Retirement Government Money Market Portfolio - a mutual fund
that invests in obligations issued or guaranteed for principal and
interest by the U.S. government and its agencies and instrumentalities
and in repurchase agreements secured by these obligations.
6. Fidelity Growth and Income Portfolio - a mutual fund that invests
primarily in common stocks and bonds of companies that offer potential
long-term capital growth and current income.
7. Fidelity Overseas Fund - a mutual fund that invests primarily in
securities of issuers whose principal activities are outside of the
United States.
8. Fidelity Intermediate Bond Fund - a mutual fund that invests primarily
in investment-grade, fixed income obligations with intermediate
maturities.
9. Spartan U.S. Equity Index Fund - a mutual fund that invests primarily
in stocks of medium-to-large companies that have the potential to
increase the amount of their dividends or begin paying them if none
are being paid now.
10. PBHG Growth Fund - a mutual fund that invests primarily in common
stocks of small and medium sized companies believed to have strong
earnings potential and significant capital appreciation.
Contributions
Participant and Employer contributions are recorded as receivables in the
period in which payroll deductions are made for participant contributions.
Investment income
Dividend income is recorded on the ex-dividend date. Interest income is
recorded on the accrual basis.
7
<PAGE> 11
3. Investments
Plan investments consisted of the following as of December 31, 1997:
<TABLE>
<CAPTION>
Shares Cost Fair value
------ ---- ----------
<S> <C> <C> <C>
*A. H. Belo Corporation Series A Common Stock 670,085 $ 18,451,522 $ 37,608,533
*A. H. Belo Corporation Series B Common Stock 178,996 7,137,247 10,046,159
*Fidelity Magellan Fund 310,996 24,235,615 29,628,609
*Fidelity Puritan Fund 668,001 11,178,896 12,945,861
Fidelity Retirement Government
Money Market Portfolio 5,307,634 5,307,634 5,307,634
*Fidelity Growth and Income Portfolio 411,197 11,909,542 15,666,597
Fidelity Overseas Fund 75,259 2,385,418 2,448,929
Fidelity Intermediate Bond Fund 98,848 997,518 1,005,283
Spartan U.S. Equity Index Fund 72,121 2,265,685 2,522,804
PBHG Growth Fund 138,638 3,467,341 3,520,011
------------ ------------
Total investments $ 87,336,418 $120,700,420
============ ============
</TABLE>
*Exceeds 5% of net assets available for plan benefits
Plan investments consisted of the following as of December 31, 1996:
<TABLE>
<CAPTION>
Shares Cost Fair value
------ ---- ----------
<S> <C> <C> <C>
*A. H. Belo Corporation Series A Common Stock 645,180 $16,589,668 $22,500,646
A. H. Belo Corporation Series B Common Stock 86,660 3,262,245 3,022,258
*Fidelity Magellan Fund 287,168 21,083,065 23,160,138
*Fidelity Puritan Fund 558,096 8,896,574 9,621,574
*Fidelity Retirement Government
Money Market Portfolio 4,170,606 4,170,606 4,170,606
*Fidelity Growth and Income Portfolio 301,078 7,686,840 9,252,119
Fidelity Overseas Fund 46,639 1,377,360 1,438,354
Fidelity Intermediate Bond Fund 57,492 582,545 579,516
----------- -----------
Total investments $63,648,903 $73,745,211
=========== ===========
</TABLE>
*Exceeds 5% of net assets available for plan benefits
8
<PAGE> 12
4. Reconciliation of financial statements to the Form 5500
The following is a reconciliation of net assets available for plan benefits
per the financial statements to the Form 5500 as of December 31:
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Net assets available for plan benefits -
financial statements $ 126,843,500 $ 78,904,173
Amounts allocated to withdrawing participants (144,644) (734,608)
------------- -------------
Net assets available for benefits - Form 5500 $ 126,698,856 $ 78,169,565
============= =============
</TABLE>
The following is a reconciliation of participant distributions per the
financial statements to the Form 5500 for the year ended December 31:
<TABLE>
<CAPTION>
1997
-----------
<S> <C>
Participant distributions - financial statements $ 6,162,677
Add: Amounts allocated to withdrawing participants at
end of year 144,644
Less: Amounts allocated to withdrawing participants at
beginning of year (734,608)
-----------
Participant distributions - Form 5500 $ 5,572,713
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
9
<PAGE> 13
5. Net assets available for plan benefits
Net assets available for plan benefits as of December 31, 1997 were as
follows:
<TABLE>
<CAPTION>
Non-Participant Directed Participant Directed
----------------------------- ----------------------------------------------
A.H. Belo A.H. Belo A.H. Belo
Corporation Corporation Corporation
Series A Series B Series A Fidelity Fidelity
Common Common Common Magellan Puritan
Stock Stock Stock Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $ 21,373,588 $ 10,046,159 $ 16,234,945 $ 29,628,609 $ 12,945,861
Participant loans
receivable -- -- -- -- --
Participant contributions
receivable -- -- 133,457 218,908 109,748
Employer contributions
receivable -- 295,161 -- -- --
------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 21,373,588 $ 10,341,320 $ 16,368,402 $ 29,847,517 $ 13,055,609
============ ============ ============ ============ ============
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------------
Fidelity
Retirement Spartan
Government Fidelity Fidelity U.S.
Money Growth and Fidelity Intermediate Equity PBHG
Market Income Overseas Bond Index Growth
Portfolio Portfolio Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $ 5,307,634 $ 15,666,597 $ 2,448,929 $ 1,005,283 $ 2,522,804 $ 3,520,011
Participant loans
receivable -- -- -- -- -- --
Participant contributions
receivable 60,851 142,522 34,825 12,896 29,531 55,343
Employer contributions
receivable -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 5,368,485 $ 15,809,119 $ 2,483,754 $ 1,018,179 $ 2,552,335 $ 3,575,354
============ ============ ============ ============ ============ ============
<CAPTION>
Participant Directed
----------------------------
Participant
Loans Total
----------- ------------
<S> <C> <C>
Assets:
Investments, at fair value $ -- $120,700,420
Participant loans
receivable 5,049,838 5,049,838
Participant contributions
receivable -- 798,081
Employer contributions
receivable -- 295,161
------------ ------------
Net assets available for
plan benefits $ 5,049,838 $126,843,500
============ ============
</TABLE>
10
<PAGE> 14
5. Net assets available for plan benefits (continued)
Net assets available for plan benefits as of December 31, 1996 were as
follows:
<TABLE>
<CAPTION>
Non-Participant Directed Participant Directed
---------------------------- -----------------------------------------------------------
Fidelity
A.H. Belo A.H. Belo A.H Belo Retirement
Corporation Corporation Corporation Government
Series A Series B Series A Fidelity Fidelity Money
Common Common Common Magellan Puritan Market
Stock Stock Stock Fund Fund Portfolio
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $13,826,407 $ 3,022,258 $ 8,674,239 $23,160,138 $ 9,621,574 $ 4,170,606
Participant loans
receivable -- -- -- -- -- --
Participant contributions
receivable -- -- 128,925 242,755 118,936 82,738
Employer contributions
receivable -- 266,953 -- 291 608 1,444
----------- ----------- ----------- ----------- ----------- -----------
Total assets 13,826,407 3,289,211 8,803,164 23,403,184 9,741,118 4,254,788
Liabilities:
Distributions payable -- -- -- 1,862 -- --
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
plan benefits $13,826,407 $ 3,289,211 $ 8,803,164 $23,401,322 $ 9,741,118 $ 4,254,788
=========== =========== =========== =========== =========== ===========
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
Fidelity Fidelity
Growth and Fidelity Intermediate
Income Overseas Bond Participant
Portfolio Fund Fund Loans Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $ 9,252,119 $ 1,438,354 $ 579,516 $ -- $73,745,211
Participant loans
receivable -- -- -- 4,152,696 4,152,696
Participant contributions
receivable 123,878 30,639 10,360 -- 738,231
Employer contributions
receivable 439 107 55 -- 269,897
----------- ----------- ----------- ----------- -----------
Total assets 9,376,436 1,469,100 589,931 4,152,696 78,906,035
Liabilities:
Distributions payable -- -- -- -- 1,862
----------- ----------- ----------- ----------- -----------
Net assets available for
plan benefits $ 9,376,436 $ 1,469,100 $ 589,931 $ 4,152,696 $78,904,173
=========== =========== =========== =========== ===========
</TABLE>
11
<PAGE> 15
6. Changes in net assets available for plan benefits
Changes in net assets available for plan benefits as of December 31, 1997
were as follows:
<TABLE>
<CAPTION>
Non-Participant Directed Participant Directed
-------------------------------- ---------------------------------------------------
A.H. Belo A.H. Belo A.H. Belo
Corporation Corporation Corporation
Series A Series B Series A Fidelity Fidelity
Common Common Common Magellan Puritan
Stock Stock Stock Fund Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Participant contributions $ -- $ -- $ 2,301,091 $ 4,705,135 $ 2,201,976
Employer contributions -- 4,185,521 -- 5,742 10,112
Participant loan repayment -- 2,252 305,922 657,286 267,041
Investment income:
Net appreciation
in fair value of
investments 8,274,453 3,208,760 5,817,756 4,165,423 1,258,915
Interest and dividends 172,073 6,580 223,254 2,009,535 1,064,430
------------- ------------- ------------- ------------- -------------
Total investment
income 8,446,526 3,215,340 6,041,010 6,174,958 2,323,345
Participant loan withdrawals -- -- -- (1,405,340) (500,149)
Participant distributions (880,494) (356,805) (758,750) (1,616,108) (618,536)
Transfer of assets from
merged plan -- 46,088 278,859 396,629 134,390
Net transfers (18,851) (40,287) (602,894) (2,472,107) (503,688)
------------- ------------- ------------- ------------- -------------
Increase in net assets
available for plan benefit 7,547,181 7,052,109 7,565,238 6,446,195 3,314,491
Net assets available for plan
benefits at beginning of
year 13,826,407 3,289,211 8,803,164 23,401,322 9,741,118
------------- ------------- ------------- ------------- -------------
Net assets available for plan
benefits at end of year $ 21,373,588 $ 10,341,320 $ 16,368,402 $ 29,847,517 $ 13,055,609
============= ============= ============= ============= =============
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Fidelity
Retirement Spartan
Government Fidelity Fidelity U.S.
Money Growth and Fidelity Intermediate Equity
Market Income Overseas Bond Index
Portfolio Portfolio Fund Fund Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Participant contributions $ 1,158,517 $ 3,482,052 $ 981,786 $ 377,677 $ 1,262,214
Employer contributions 8,433 9,687 2,547 2,752 2,150
Participant loan repayment 197,634 264,743 78,055 16,857 40,770
Investment income:
Net appreciation
in fair value of
investments -- 2,624,789 47,413 9,876 265,658
Interest and dividends 283,121 724,351 132,525 49,322 42,445
------------- ------------- ------------- ------------- -------------
Total investment
income 283,121 3,349,140 179,938 59,198 308,103
Participant loan withdrawals (136,437) (460,844) (121,940) (24,342) (37,351)
Participant distributions (711,716) (942,183) (144,780) (65,076) (4,735)
Transfer of assets from
merged plan 21,775 98,255 4,596 2,077 --
Net transfers 292,370 631,833 34,452 59,105 981,184
------------- ------------- ------------- ------------- -------------
Increase in net assets
available for plan benefit 1,113,697 6,432,683 1,014,654 428,248 2,552,335
Net assets available for plan
benefits at beginning of
year 4,254,788 9,376,436 1,469,100 589,931 --
------------- ------------- ------------- ------------- -------------
Net assets available for plan
benefits at end of year $ 5,368,485 $ 15,809,119 $ 2,483,754 $ 1,018,179 $ 2,552,335
============= ============= ============= ============= =============
<CAPTION>
Participant Directed
---------------------------------------------------
PBHG
Growth Participant
Fund Loans Total
------------- ------------- -------------
<S> <C> <C> <C>
Participant contributions $ 1,963,188 $ -- $ 18,433,636
Employer contributions 4,268 -- 4,231,212
Participant loan repayment 88,832 (1,919,392) --
Investment income:
Net appreciation
in fair value of
investments 58,399 -- 25,731,442
Interest and dividends 12,396 -- 4,720,032
------------- ------------- -------------
Total investment
income 70,795 -- 30,451,474
Participant loan withdrawals (130,131) 2,816,534 --
Participant distributions (63,494) -- (6,162,677)
Transfer of assets from
merged plan 3,013 -- 985,682
Net transfers 1,638,883 -- --
------------- ------------- -------------
Increase in net assets
available for plan benefit 3,575,354 897,142 47,939,327
Net assets available for plan
benefits at beginning of
year -- 4,152,696 78,904,173
------------- ------------- -------------
Net assets available for plan
benefits at end of year $ 3,575,354 $ 5,049,838 $ 126,843,500
============= ============= =============
</TABLE>
12
<PAGE> 16
6. Changes in net assets available for plan benefits (continued)
Changes in net assets available for plan benefits as of December 31, 1996
were as follows:
<TABLE>
<CAPTION>
Non-Participant Directed Participant Directed
------------------------------ ------------------------------------------------
A.H. Belo A.H. Belo A.H. Belo
Corporation Corporation Corporation
Series A Series B Series A Fidelity Fidelity
Common Common Common Magellan Puritan
Stock Stock Stock Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Participant contributions $ -- $ -- $ 1,667,260 $ 4,315,503 $ 1,727,396
Employer contributions -- 3,584,686 -- 5,156 7,067
Participant loan repayment -- 810 195,763 608,081 223,191
Investment income:
Net appreciation
(depreciation) in fair
value of investments 283,388 (240,811) (305,138) (970,269) 155,659
Interest and dividends 164,802 139 148,913 3,488,120 1,073,262
------------ ------------ ------------ ------------ ------------
Total investment
income 448,190 (240,672) (156,225) 2,517,851 1,228,921
Participant loan withdrawals -- -- -- (1,551,952) (517,762)
Participant distributions (605,846) (44,556) (541,252) (929,381) (287,676)
Transfer of assets from
merged Plan -- 505 5,323 15,016 3,637
Net transfers 207,203 (11,562) (167,835) (2,156,012) 30,837
------------ ------------ ------------ ------------ ------------
Increase in net assets
available for plan benefits 49,547 3,289,211 1,003,034 2,824,262 2,415,611
Net assets available for plan
benefits at beginning of
year 13,776,860 -- 7,800,130 20,577,060 7,325,507
------------ ------------ ------------ ------------ ------------
Net assets available for plan
benefits at end of year $ 13,826,407 $ 3,289,211 $ 8,803,164 $ 23,401,322 $ 9,741,118
============ ============ ============ ============ ============
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity Fidelity
Money Growth and Fidelity Intermediate
Market Income Overseas Bond Participant
Portfolio Portfolio Fund Fund Loans
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Participant contributions $ 1,070,497 $ 1,753,618 $ 445,888 $ 166,086 $ --
Employer contributions 7,879 9,293 2,368 1,430 --
Participant loan repayment 123,107 144,717 76,782 5,009 (1,377,460)
Investment income:
Net appreciation
(depreciation) in fair
value of investments -- 906,159 55,748 (10,769) --
Interest and dividends 209,862 440,237 93,720 29,596 --
------------ ------------ ------------ ------------ ------------
Total investment
income 209,862 1,346,396 149,468 18,827 --
Participant loan withdrawals (515,211) (353,295) (109,487) (21,216) 3,068,923
Participant distributions (256,319) (495,980) (99,864) (3,903) (175,700)
Transfer of assets from
merged Plan -- -- -- -- 9,825
Net transfers 207,768 1,586,591 181,192 121,818 --
------------ ------------ ------------ ------------ ------------
Increase in net assets
available for plan benefits 847,583 3,991,340 646,347 288,051 1,525,588
Net assets available for plan
benefits at beginning of
year 3,407,205 5,385,096 822,753 301,880 2,627,108
------------ ------------ ------------ ------------ ------------
Net assets available for plan
benefits at end of year $ 4,254,788 $ 9,376,436 $ 1,469,100 $ 589,931 $ 4,152,696
============ ============ ============ ============ ============
<CAPTION>
Participant
Directed
------------
Total
<S> <C>
------------
Participant contributions $ 11,146,248
Employer contributions 3,617,879
Participant loan repayment --
Investment income:
Net appreciation
(depreciation) in fair
value of investments (126,033)
Interest and dividends 5,648,651
------------
Total investment
income 5,522,618
Participant loan withdrawals --
Participant distributions (3,440,477)
Transfer of assets from
merged Plan 34,306
Net transfers --
------------
Increase in net assets
available for plan benefits 16,880,574
Net assets available for plan
benefits at beginning of
year 62,023,599
------------
Net assets available for plan
benefits at end of year $ 78,904,173
============
</TABLE>
13
<PAGE> 17
7. Year 2000 Issue (unaudited)
Management of the Employer has initiated an enterprise-wide evaluation to
assess the ability of the Employer's computer systems and applications to
properly execute transactions in the Year 2000. The Employer believes its
Year 2000 issues will be mitigated by the implementation of previously
planned system replacements, which are expected to be completed in the
near term. While the Employer expects its Year 2000 projects to be
completed on a timely basis, there can be no assurance that systems of
third-party service providers which the Employer may rely upon will be
timely converted, the impact of which cannot be determined at this time.
8. Subsequent Event
On June 5, 1998, the Company effected a two-for-one stock split in the
form of a dividend. As a result, all shares of A.H. Belo Corporation
Series A and Series B Common Stock doubled, while the per share price was
reduced by one-half. The fair value of individual participant accounts
was uneffected by this event.
14
<PAGE> 18
SUPPLEMENTAL SCHEDULES
<PAGE> 19
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Year ended December 31, 1997
<TABLE>
<CAPTION>
(b) Identity of (e) Current
(a) party involved (c) Description of Investment (d) Cost Value
-------------- ------------------------- ---- -----
<S> <C> <C> <C> <C>
* A. H. Belo Corporation Series A Common Stock $ 18,451,522 $ 37,608,533
* A. H. Belo Corporation Series B Common Stock 7,137,247 10,046,159
* Fidelity Investments Fidelity Magellan Fund 24,235,615 29,628,609
* Fidelity Investments Fidelity Puritan Fund 11,178,896 12,945,861
* Fidelity Investments Fidelity Retirement Government
Money Market Portfolio 5,307,634 5,307,634
* Fidelity Investments Fidelity Growth and
Income Portfolio 11,909,542 15,666,597
* Fidelity Investments Fidelity Overseas Fund 2,385,418 2,448,929
* Fidelity Investments Fidelity Intermediate Bond Fund 997,518 1,005,283
* Fidelity Investments Spartan U.S. Equity Index Fund 2,265,685 2,522,804
Pilgrim Baxter & Assoc., Ltd. PBHG Growth Fund 3,467,341 3,520,011
------------ ------------
Subtotal 87,336,418 120,700,420
* Participant Loans Loans with interest rates ranging from
6% to 9%, maturing over various
periods of up to 5 years -- 5,049,838
------------ ------------
Total assets held for investment purposes $ 87,336,418 $125,750,258
============ ============
</TABLE>
*Party-in-interest
<PAGE> 20
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1997
The following represent category (iii) series of transactions which, in the
aggregate, exceed 5% of the current value of plan assets as of December 31,
1996:
<TABLE>
<CAPTION>
(h) Current Value of
(a) Identity of (c) Purchase (d) Selling asset on (i) Net Gain
party involved (b) Description of Investment Price Price (g) Cost Transaction Date or (loss)
-------------- ------------------------- ----- ----- ---- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
*A. H. Belo Corporation Series A Common Stock $ 3,662,925 $ 2,647,247 $ 1,801,071 $ 6,310,172 $ 846,176
*A. H. Belo Corporation Series B Common Stock $ 4,261,042 $ 445,902 $ 386,041 $ 4,706,944 $ 59,861
*Fidelity Investments Fidelity Magellan Fund $ 8,337,396 $ 6,034,348 $ 5,184,847 $14,371,744 $ 849,501
*Fidelity Investments Fidelity Puritan Fund $ 3,894,808 $ 1,829,436 $ 1,612,487 $ 5,724,244 $ 216,949
*Fidelity Investments Fidelity Retirement Gov't.
Money Market Portfolio $ 4,355,319 $ 3,218,290 $ 3,218,290 $ 7,573,609 $ --
*Fidelity Investments Fidelity Growth and
Income Portfolio $ 6,576,834 $ 2,787,145 $ 2,354,132 $ 9,363,979 $ 433,013
Pilgrim Baxter & Assoc., Ltd. PBHG Growth Fund $ 4,206,012 $ 744,401 $ 750,131 $ 4,950,413 $ 5,730
</TABLE>
There were no category (i), (ii), and (iv) reportable transactions during the
year ended December 31, 1997.
Columns (e) and (f) are not applicable.
*Party-in-interest
<PAGE> 21
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
LINE 27f- SCHEDULE OF NONEXEMPT TRANSACTIONS
Year ended December 31, 1997
<TABLE>
<CAPTION>
(a) Identity of (b) Relationship to
party involved Plan and Employer (c) Description of Transaction (i) Amount
-------------- ----------------- -------------------------- ------
<S> <C> <C> <C>
*A.H. Belo Corporation Plan Sponsor Participant contributions for the pay period
ended and remitted to the Plan as follows,
respectively:
Pay Period Payment Date
---------- ------------
January 31, 1997 March 7, 1997 $ 952,337
June 30, 1997 August 7, 1997 $ 65,903
*A.H. Belo Corporation Plan Sponsor Loan repayments deducted from participant
compensation for the pay period ended January
31, 1997, not remitted to the Plan until
March 7, 1997. $ 110,369
</TABLE>
(g) Note: Restoration of lost earnings in the amount of $32,747 was contributed
by the Plan sponsor
Columns (d), (e), (f), (h), and (j) are not applicable.
*Party-in-interest
<PAGE> 22
EXHIBITS
Exhibit 23 Consent of Ernst & Young LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
Date: June 29, 1998 /s/Jeff Lamb
---------------------------------
Jeff Lamb
Vice President/Administration
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQ.
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- --------
<S> <C> <C>
23 Consent of Ernst & Young LLP ______
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-30994) pertaining to the Employee Savings and Investment Plan of A.
H. Belo Corporation and in the related Prospectus of our report dated June 19,
1998, with respect to the financial statements and schedules of A. H. Belo
Corporation Employee Savings and Investment Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1997.
/S/ERNST & YOUNG LLP
Dallas, Texas
June 29, 1998
