<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-8598
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0135890
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
P. O. BOX 655237
DALLAS, TEXAS 75265-5237
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (214) 977-6606
Former name, former address and former fiscal year,
if changed since last report.
NONE
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT JULY 31, 2000
----- ----------------------------
<S> <C>
Common Stock, $1.67 par value *117,731,487
</TABLE>
* Consisting of 99,082,172 shares of Series A Common Stock and 18,649,315
shares of Series B Common Stock.
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A. H. BELO CORPORATION
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements........................................................... 1
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations............................... 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk..................... 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings.............................................................. 11
Item 2. Changes in Securities and Use of Proceeds...................................... 11
Item 3. Defaults Upon Senior Securities................................................ 11
Item 4. Submission of Matters to a Vote of Security Holders............................ 11
Item 5. Other Information.............................................................. 11
Item 6. Exhibits and Reports on Form 8-K............................................... 12
</TABLE>
i
<PAGE> 3
PART I.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF EARNINGS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------- ----------------------
In thousands, except per share amounts
(unaudited) 2000 1999 2000 1999
-------------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES
Broadcast $ 183,800 $ 157,885 $ 336,775 $ 289,140
Newspaper publishing 223,374 204,708 429,491 396,052
Interactive media 2,565 1,448 4,752 2,707
Other 3,489 2,861 6,708 5,623
Intercompany elimination (990) -- (990) --
--------- --------- --------- ---------
Total net operating revenues 412,238 366,902 776,736 693,522
OPERATING COSTS AND EXPENSES
Salaries, wages and employee benefits 133,789 118,217 264,228 233,978
Other production, distribution and operating costs 100,355 85,396 191,241 164,892
Newsprint, ink and other supplies 40,766 40,672 79,382 81,822
Depreciation 24,680 22,353 49,079 44,630
Amortization 21,143 18,864 42,063 37,559
--------- --------- --------- ---------
Total operating costs and expenses 320,733 285,502 625,993 562,881
--------- --------- --------- ---------
Earnings from operations 91,505 81,400 150,743 130,641
OTHER INCOME AND EXPENSE
Interest expense (33,296) (26,282) (64,776) (52,852)
Gain on sale of KXTV -- 50,312 -- 50,312
Other, net 1,080 1,587 1,728 2,804
--------- --------- --------- ---------
Total other income and expense (32,216) 25,617 (63,048) 264
EARNINGS
Earnings before income taxes 59,289 107,017 87,695 130,905
Income taxes 27,030 27,254 40,043 38,552
--------- --------- --------- ---------
Net earnings $ 32,259 $ 79,763 $ 47,652 $ 92,353
========= ========= ========= =========
NET EARNINGS PER SHARE
Basic $ .27 $ .68 $ .40 $ .78
Diluted $ .27 $ .67 $ .40 $ .78
AVERAGE SHARES OUTSTANDING
Basic 118,762 118,108 118,738 118,210
Diluted 119,147 119,289 119,089 119,143
CASH DIVIDENDS DECLARED PER SHARE $ .07 $ .06 $ .14 $ .12
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
1
<PAGE> 4
CONSOLIDATED CONDENSED BALANCE SHEETS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
In thousands, except share and per share data June 30, December 31,
(Current year unaudited) 2000 1999
--------------------------------------------- ---------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments $ 28,869 $ 45,593
Accounts receivable, net 265,469 245,949
Other current assets 52,191 60,416
----------- -----------
Total current assets 346,529 351,958
Property, plant and equipment, net 655,615 655,002
Intangible assets, net 2,836,182 2,853,192
Other assets 152,219 116,112
----------- -----------
Total assets $ 3,990,545 $ 3,976,264
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 46,445 $ 69,891
Accrued expenses 108,197 109,324
Other current liabilities 50,743 80,623
----------- -----------
Total current liabilities 205,385 259,838
Long-term debt 1,907,790 1,849,490
Deferred income taxes 418,073 422,465
Other liabilities 49,992 54,634
Shareholders' equity:
Preferred stock, $1.00 par value. Authorized
5,000,000 shares; none issued.
Common stock, $1.67 par value. Authorized
450,000,000 shares:
Series A: Issued 100,349,366 shares at June 30, 2000
and 99,515,495 shares at December 31, 1999 167,583 166,191
Series B: Issued 18,630,747 shares at June 30, 2000
and 19,142,616 shares at December 31, 1999 31,113 31,968
Additional paid-in capital 890,011 885,522
Retained earnings 337,176 306,156
----------- -----------
Total 1,425,883 1,389,837
Less cost of 994,100 shares of treasury stock (16,578) ---
Total shareholders' equity 1,409,305 1,389,837
----------- -----------
Total liabilities and shareholders' equity $ 3,990,545 $ 3,976,264
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
2
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
Six months ended June 30,
-------------------------
In thousands
(unaudited) 2000 1999
------------ --------- ---------
<S> <C> <C>
OPERATIONS
Net earnings $ 47,652 $ 92,353
Adjustments to reconcile net earnings
to net cash provided by operations:
Net gain on sale of KXTV -- (48,981)
Depreciation and amortization 91,142 82,189
Deferred income taxes (744) (605)
Other, net 1,051 6,019
Net change in current assets and liabilities:
Accounts receivable (20,074) (2,304)
Other current assets 5,012 164
Accounts payable (16,789) (16,741)
Accrued expenses (5,358) (4,051)
Other current liabilities (28,080) 8,261
--------- ---------
Net cash provided by operations 73,812 116,304
INVESTING
Capital expenditures (49,042) (47,173)
Acquisitions (16,100) (64,151)
Investments in Interactive media (38,283) --
Other, net (1,963) 6,875
--------- ---------
Net cash used for investing (105,388) (104,449)
FINANCING
Borrowings for acquisitions -- 64,151
Net borrowings (payments) on debt 47,343 (33,745)
Purchase of treasury shares (16,578) (21,793)
Payment of dividends on stock (16,632) (14,190)
Net proceeds from exercise of stock options 719 3,766
--------- ---------
Net cash provided by (used for) financing 14,852 (1,811)
Net increase (decrease) in cash and temporary cash investments (16,724) 10,044
Cash and temporary cash investments at beginning of period 45,593 19,451
--------- ---------
Cash and temporary cash investments at end of period $ 28,869 $ 29,495
========= =========
SUPPLEMENTAL DISCLOSURES
Interest paid, net of amounts capitalized $ 68,306 $ 53,701
Income taxes paid, net of refunds $ 71,639 $ 26,282
KXTV/KVUE asset exchange $ -- $ 112,098
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
3
<PAGE> 6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries
(in thousands)
(1) The accompanying unaudited consolidated condensed financial statements
of A. H. Belo Corporation and subsidiaries (the "Company" or "Belo")
have been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. The balance sheet at December 31, 1999 has been
derived from the audited consolidated financial statements at that date
but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six-month periods
ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K
for the year ended December 31, 1999.
Certain amounts for the prior periods have been reclassified to conform
to the current year presentation, including the reclassification of
prior year data to reflect segment operations of the Interactive media
segment.
(2) The following table sets forth the reconciliation between weighted
average shares used for calculating basic and diluted earnings per
share for the three and six months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------ -----------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Weighted average shares for basic earnings
per share 118,762 118,108 118,738 118,210
Effect of employee stock options 385 1,181 351 933
------- ------- ------- -------
Weighted average shares for diluted earnings
per share 119,147 119,289 119,089 119,143
======= ======= ======= =======
</TABLE>
(3) On August 4, 2000, the Company filed with the Securities and Exchange
Commission to register the additional 10,000 shares of common stock
reserved for issuance under the Belo 2000 Executive Compensation Plan,
as approved by shareholders at the Company's Annual Meeting held on May
10, 2000.
4
<PAGE> 7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries
(4) Net operating revenues, earnings from operations, depreciation and
amortization and operating cash flow by industry segment are shown
below. The intercompany elimination removes $203, $739, $45 and $3 of
revenues for Broadcast, Newspaper publishing, Interactive media and
Other, respectively, for advertising provided to affiliates. Operating
cash flow is defined as earnings from operations plus depreciation and
amortization. Operating cash flow is used in the broadcast and
publishing industries to analyze and compare companies on the basis of
operating performance, leverage and liquidity. However, operating cash
flow should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with generally accepted
accounting principles.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
---------------------- ----------------------
In thousands 2000 1999 2000 1999
------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES
Broadcast $ 183,800 $ 157,885 $ 336,775 $ 289,140
Newspaper publishing 223,374 204,708 429,491 396,052
Interactive media 2,565 1,448 4,752 2,707
Other 3,489 2,861 6,708 5,623
Intercompany elimination (990) -- (990) --
--------- --------- --------- ---------
Total net operating revenues $ 412,238 $ 366,902 $ 776,736 $ 693,522
========= ========= ========= =========
EARNINGS FROM OPERATIONS
Broadcast $ 58,480 $ 46,866 $ 90,133 $ 68,345
Newspaper publishing 51,096 48,238 94,825 87,119
Interactive media (4,985) (1,576) (8,530) (2,820)
Other (1,621) (1,948) (3,129) (3,666)
Corporate expenses (11,465) (10,180) (22,556) (18,337)
--------- --------- --------- ---------
Total earnings from operations $ 91,505 $ 81,400 $ 150,743 $ 130,641
========= ========= ========= =========
DEPRECIATION AND AMORTIZATION
Broadcast $ 28,453 $ 24,728 $ 56,444 $ 49,253
Newspaper publishing 15,235 14,848 30,490 29,696
Interactive media 234 139 471 240
Other 831 666 1,648 1,331
Corporate 1,070 836 2,089 1,669
--------- --------- --------- ---------
Total depreciation and amortization $ 45,823 $ 41,217 $ 91,142 $ 82,189
========= ========= ========= =========
OPERATING CASH FLOW
Broadcast $ 86,933 $ 71,594 $ 146,577 $ 117,598
Newspaper publishing 66,331 63,086 125,315 116,815
Interactive media (4,751) (1,437) (8,059) (2,580)
Other (790) (1,282) (1,481) (2,335)
Corporate (10,395) (9,344) (20,467) (16,668)
--------- --------- --------- ---------
Total operating cash flow $ 137,328 $ 122,617 $ 241,885 $ 212,830
========= ========= ========= =========
</TABLE>
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)
The Company is the owner and operator of 18 television stations and publisher of
seven daily newspapers. The following table sets forth Belo's major media assets
by segment as of June 30, 2000:
<TABLE>
<CAPTION>
Television Broadcasting
-----------------------
Network
Market Market Rank (a) Station Affiliation Status Acquired
------ --------------- ------- ----------- ------ --------
<S> <C> <C> <C> <C> <C>
Dallas/Fort Worth 7 WFAA ABC Owned March 1950
Houston 11 KHOU CBS Owned February 1984
Seattle/Tacoma 12 KING NBC Owned February 1997
Seattle/Tacoma 12 KONG IND Owned(b) March 2000(b)
Phoenix 17 KTVK IND Owned November 1999
Phoenix 17 KASW WB Owned(b) March 2000(b)
St. Louis 21 KMOV CBS Owned June 1997
Portland 23 KGW NBC Owned February 1997
Charlotte 28 WCNC NBC Owned February 1997
San Antonio 37 KENS CBS Owned October 1997
New Orleans 41 WWL CBS Owned June 1994
Hampton/Norfolk 42 WVEC ABC Owned February 1984
Louisville 48 WHAS ABC Owned February 1997
Tulsa 58 KOTV CBS Owned February 1984
Austin 61 KVUE ABC Owned June 1999
Tucson 72 KMSB FOX Owned February 1997
Tucson 72 KTTU UPN LMA February 1997
Spokane 78 KREM CBS Owned February 1997
Spokane 78 KSKN UPN/WB(c) LMA February 1997
Boise 125 KTVB NBC Owned February 1997
</TABLE>
<TABLE>
<CAPTION>
Newspaper Publishing
--------------------
Daily Sunday
Newspaper Location Acquired Circulation(e) Circulation(e)
--------- -------- -------- -------------- --------------
<S> <C> <C> <C> <C>
The Dallas Morning News ("TDMN") Dallas, TX (d) 523,099 783,944
The Providence Journal ("PJ") Providence, RI February 1997 162,099 232,634
The Press-Enterprise ("PE") Riverside, CA July 1997 173,132 180,008
Messenger-Inquirer(f) Owensboro, KY January 1996 31,917 34,824
The Eagle(f) Bryan-College Station, TX December 1995 24,620 28,633
Denton Record-Chronicle Denton, TX June 1999 15,967 18,808
The Gleaner(f) Henderson, KY March 1997 11,349 13,089
</TABLE>
<TABLE>
<CAPTION>
Other
-----
Company Description
------- -----------
<S> <C>
Northwest Cable News ("NWCN") Cable news network offering regional news distributed to approximately 2
million homes in the Pacific Northwest
Texas Cable News ("TXCN") Cable news network offering regional news in Texas beginning January 1, 1999
</TABLE>
(a) Market rank is based on the relative size of the television market, or
Designated Market Area ("DMA"), among the 210 generally recognized DMAs in
the United States, based on May 2000 Nielsen estimates.
(b) Belo acquired KONG-TV and KASW-TV, previously operated as LMAs, on March
1, 2000 for $16,100 in cash.
(c) The primary affiliation is with UPN. The WB network is currently a
secondary affiliation.
(d) The first issue of The Dallas Morning News was published by Belo on
October 1, 1885.
(e) Average paid circulation for the six months ended March 31, 2000,
according to the Audit Bureau of Circulation's FAS-FAX report, except for
the Denton Record-Chronicle, for which circulation data is taken from the
Certified Audit of Circulations Report for the twelve-month period ended
December 31, 1999 (unaudited).
(f) On June 27, 2000, the Company announced its intent to sell the
Messenger-Inquirer, The Eagle and The Gleaner. See "Liquidity and Capital
Resources - Other Matters."
6
<PAGE> 9
RESULTS OF OPERATIONS
Net earnings for the three and six months ended June 30, 2000 were $32,259 (27
cents per share) and $47,652 (40 cents per share), respectively, as compared to
$79,763 (67 cents per share) and $92,353 (78 cents per share) for the comparable
periods in 1999. The 1999 results included a second quarter net gain of $48,981
on the exchange of KXTV (the ABC affiliate in Sacramento, California) plus
certain cash consideration, for KVUE-TV (the ABC affiliate in Austin, Texas).
Excluding this gain, net earnings for the second quarter and year-to-date 1999
were $30,782 (26 cents per share) and $43,372 (36 cents per share),
respectively. Excluding the gain, the Company's 2000 net earnings were higher
than the comparable periods in 1999 due to higher revenues that were partially
offset by higher operating costs, primarily for salaries and benefits.
Depreciation and amortization expense was higher for the three and six-month
periods of 2000 as compared to 1999 due to prior year capital expenditures and
the acquisitions of KVUE-TV, the Denton Record-Chronicle and KTVK-TV and
KASW-TV, offset somewhat by the dispositions of KXTV, KASA-TV, KHNL-TV and
KFVE-TV.
Interest expense was higher for the three and six-month periods of 2000 compared
with 1999, reflecting higher borrowings due to acquisitions, investments and the
share repurchases and higher weighted average interest rates.
The effective tax rates for the three and six-month periods of 2000 were 45.6
percent and 45.7 percent, respectively. Excluding the effect of the KVUE/KXTV
exchange transaction, the effective tax rates for the three and six-month
periods of 1999 were 45.7 percent and 46.2 percent, respectively. The effective
tax rates for the three and six-month periods of 1999 after consideration of the
KVUE/KXTV transaction were 25.5 percent and 29.5 percent, respectively.
Segment Results of Operations
To enhance comparability of the Company's results of operations for the quarters
and six-month periods ended June 30, 2000 and 1999, certain information below is
presented on an "as adjusted" basis and includes the acquisitions of KVUE-TV,
the Denton Record-Chronicle, KTVK-TV and KASW-TV and the dispositions of KXTV,
KASA-TV, KHNL-TV and KFVE-TV as though each had occurred at the beginning of the
respective periods presented. Additionally, the prior year segments have been
restated to reflect the reclassification of Belo's interactive businesses to the
Interactive media operating segment.
<TABLE>
<CAPTION>
AS REPORTED AS ADJUSTED
(in thousands) (in thousands)
Three months ended June 30, Three months ended June 30,
2000 1999 % Chg 2000 1999 % Chg
---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Net operating revenues
Broadcast $ 183,800 $ 157,885 16.4% $ 183,800 $ 169,906 8.2%
Newspaper publishing 223,374 204,708 9.1% 223,374 207,673 7.6%
Interactive media 2,565 1,448 77.1% 2,565 1,738 47.6%
Other 3,489 2,861 22.0% 3,489 2,861 22.0%
Eliminations (990) -- N/A (990) -- N/A
--------- --------- --------- ---------
Segment revenues $ 412,238 $ 366,902 12.4% $ 412,238 $ 382,178 7.9%
Operating cash flow
Broadcast $ 86,933 $ 71,594 21.4% $ 86,933 $ 75,362 15.4%
Newspaper publishing 66,331 63,086 5.1% 66,331 63,399 4.6%
Interactive media (4,751) (1,437) (230.6%) (4,751) (1,295) (266.9%)
Other (790) (1,282) 38.4% (790) (1,282) 38.4%
--------- --------- --------- ---------
Segment operating cash flow $ 147,723 $ 131,961 11.9% $ 147,723 $ 136,184 8.5%
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
AS REPORTED AS ADJUSTED
(in thousands) (in thousands)
Six months ended June 30, Six months ended June 30,
2000 1999 % Chg 2000 1999 % Chg
---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Net operating revenues
Broadcast $ 336,775 $ 289,140 16.5% $ 336,775 $ 310,721 8.4%
Newspaper publishing 429,491 396,052 8.4% 429,491 401,733 6.9%
Interactive media 4,752 2,707 75.5% 4,752 3,233 47.0%
Other 6,708 5,623 19.3% 6,708 5,623 19.3%
Eliminations (990) -- N/A (990) -- N/A
--------- --------- --------- ---------
Segment revenues $ 776,736 $ 693,522 12.0% $ 776,736 $ 721,310 7.7%
Operating cash flow
Broadcast $ 146,577 $ 117,598 24.6% $ 146,577 $ 125,992 16.3%
Newspaper publishing 125,315 116,815 7.3% 125,315 117,193 6.9%
Interactive media (8,059) (2,580) (212.4%) (8,059) (2,329) (246.0%)
Other (1,481) (2,335) 36.6% (1,481) (2,335) 36.6%
--------- --------- --------- ---------
Segment operating cash flow $ 262,352 $ 229,498 14.3% $ 262,352 $ 238,521 10.0%
</TABLE>
The discussion that follows compares segment operations on an "as adjusted"
basis only.
Broadcast Division
Broadcast revenues for the second quarter and first six months of 2000 were
$183,800 and $336,775, respectively, as compared to revenues of $169,906 and
$310,721 in the second quarter and first six months of 1999. The 8.2 percent and
8.4 percent increases in revenues in the quarter and six-month period were
largely a result of strong growth in both local and national advertising.
Political revenues of $3.7 million in the second quarter of 2000 were comparable
to the prior year's second quarter political revenues of $3.3 million. Political
revenues in the first six months of 2000 were $7.9 million, as compared to $5.0
million for the 1999 year-to-date period. Broadcast also recorded .com
advertising of approximately $4.2 million and $8.5 million in the second quarter
and first six months of 2000, respectively. The 2000 year-to-date results were
also favorably impacted by the broadcast of the Super Bowl on Belo's four ABC
television stations in the first quarter.
Broadcast operating cash flow margins improved from 44.4 percent in the second
quarter of 1999 to 47.3 percent in the second quarter of 2000 and from 40.5
percent in the first six months of 1999 to 43.5 percent in the same period in
2000. Operating cash flow for the quarter and six month period ended June 30,
2000 was $86,933 and $146,577 as compared to $75,362 and $125,992 for the
comparable periods in 1999. Cash operating expenses for the six-month period
ended June 30, 2000 were up approximately 3 percent as compared to the
comparable period in 1999, primarily due to higher salaries, wages and benefits.
Newspaper Publishing Division
Newspaper publishing revenues for the second quarter and first six months of
2000 were $223,374 and $429,491, respectively, as compared to revenues of
$207,673 and $401,733 in the second quarter and first six months of 1999. The
Dallas Morning News reported revenue increases of 6.4 percent and 5.2 percent
for the quarter and six-month period ended June 30, 2000 as compared to the year
earlier periods. General advertising revenues increased 12.4 percent in the
second quarter and 20.7 percent in the first six months of 2000 due to strength
in the .com and technology categories. Retail advertising revenue was up 5.9
percent in the second quarter of 2000 and flat for the first six months of 2000.
Classified advertising revenue increased 5.3 percent in the second quarter of
2000 and 2.5 percent for the first six months of the year. Improvement in
classified employment linage, which began in the fourth quarter of 1999 and
accelerated in the first six months of 2000, contributed to the increase.
The Providence Journal reported increases in total revenue of 6.9 percent and
6.4 percent in the second quarter and the year-to-date 2000 period,
respectively, as compared to the year earlier periods. Revenues improved in all
major advertising categories with the largest improvement reported in retail
advertising.
8
<PAGE> 11
The Press-Enterprise reported increases in total revenue of 14.9 percent and
17.1 percent. The most significant increases in revenue were reported in the
classified and other categories.
Total newspaper publishing operating cash flow margins were 29.7 percent and
29.2 percent in the quarter and six-month period ended June 30, 2000,
respectively, as compared to 30.5 percent and 29.2 percent in the comparable
1999 periods. Cash operating expenses were up 8.9 percent for the second quarter
and 6.9 percent for the year-to-date 2000 period. Higher expenses, primarily
related to salaries, wages and benefits were partially offset by lower newsprint
expense in the first quarter of the year, primarily due to lower prices. An
industry-wide price increase in newsprint implemented April 1, 2000 produced an
unfavorable newsprint expense variance of approximately $900 in the second
quarter of 2000 as compared to the second quarter of 1999, a trend that is
expected to continue for the remainder of the year. Operating cash flow of
$66,331 in the second quarter of 2000 and $125,315 in the six month period ended
June 30, 2000 was 4.6 percent and 6.9 percent higher than the comparable 1999
periods.
Interactive Media
Interactive media revenues increased 47.6 percent, from $1,738 in the second
quarter of 1999 to $2,565 in the second quarter of 2000. For the first six
months of 2000, Interactive media revenues increased 47.0 percent over the prior
year period, from $3,233 to $4,752. These increases reflect the Company's
increased focus on the new segment and the addition of a dedicated management
team in mid-1999. The Interactive media segment reported operating cash flow
deficits of $4,751 and $8,059 in the quarter and six months ended June 30, 2000,
reflecting increased staffing and levels of operations.
Other
Other revenues consist of Belo's regional cable news operations, NWCN and TXCN.
Other revenues increased from $2,861 in the second quarter of 1999 to $3,489 in
the second quarter of 2000, an improvement of 22.0 percent. During the six-month
period, Other revenues increased 19.3 percent, from $5,623 in 1999 to $6,708 in
2000. Cash expenses increased 3.3 percent and 2.9 percent in the second quarter
and first six months of 2000, resulting in decreases in cash operating losses of
38.4 percent and 36.6 percent for the respective periods. NWCN's positive cash
flow during 2000 was more than offset by continued TXCN start-up losses.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations, bank borrowings and term debt are the Company's
primary sources of liquidity. During the first six months of 2000, net cash
provided by operations was $73,812, compared with $116,304 for the same period
in 1999. The first six months of 2000 included a first quarter payment of
$35,600 for taxes due on the sale of the Company's interest in Falcon
Communications in the fourth quarter of 1999. Total debt increased $51,643 from
December 31, 1999 to June 30, 2000 due primarily to cash payments of $16,100 for
the KONG-TV and KASW-TV acquisitions and investments in certain other companies
totaling approximately $38,283.
At June 30, 2000, the Company had $1 billion in fixed-rate debt securities as
follows: $250,000 of 6 7/8 percent Senior Notes due 2002; $300,000 of 7 1/8
percent Senior Notes due 2007; $200,000 of 7 3/4 percent Senior Debentures due
2027; and $250,000 of 7 1/4 percent Senior Debentures due 2027. The weighted
average effective interest rate for the fixed-rate debt instruments is 7.3
percent. The Company also has $500,000 available for issuance under a shelf
registration statement filed in April of 1997. Future issuances of fixed-rate
debt may be used to refinance variable-rate debt in whole or in part or for
other corporate needs as determined by management.
At June 30, 2000, the Company had a $1 billion variable-rate revolving credit
agreement with a syndicate of 26 banks under which borrowings were $851,000.
Borrowings under the agreement mature upon expiration of the agreement on August
29, 2002, with one year extensions possible through August 29, 2004, at the
request of the Company and with the consent of the participating banks. In
addition, the Company had $50,300 of short-term unsecured notes outstanding at
June 30, 2000. These borrowings may be converted at the Company's option to
revolving debt. Accordingly, such borrowings are classified as long-term in the
Company's financial statements.
9
<PAGE> 12
The Company is required to maintain certain ratios as of the end of each
quarter, as defined in its revolving credit agreement. As of June 30, 2000, the
Company was in compliance with all debt covenant requirements.
In the first six months of 2000, the Company paid dividends of $16,632, or 14
cents per share, on Series A and Series B common stock outstanding, compared
with $14,190, or 12 cents per share, in the first six months of 1999.
Capital expenditures in the first six months of 2000 were $49,042. Approximately
$15,900 of this amount represents payments on a new press at TDMN. Substantially
all of the remaining expenditures were for broadcast equipment purchases
including those for the conversion to digital television, and other publishing
equipment purchases.
In the second quarter of 2000, the Company repurchased 994,100 shares of its
stock under an existing authorization for the repurchase of 2,759,044 shares.
The total cost of the treasury shares was $16,578. Through August 4, 2000, the
Company repurchased an additional 399,100 shares for $7,357. See "Other
Matters."
Other Matters
On June 27, 2000, the Company announced its intent to sell three of its smaller
newspapers -- the Messenger-Inquirer in Owensboro, Kentucky, The Gleaner in
Henderson, Kentucky, and The Eagle in Bryan/College Station, Texas. The Company
expects to record a gain and to generate at least $110 million in after-tax
proceeds from the transactions which are expected to close in the fourth quarter
of 2000.
On July 28, 2000, the Company announced that its Board of Directors had
authorized the repurchase of up to an additional 25 million shares of Belo
common stock. The Company anticipates that share repurchases will be made from
time to time in the open market and in privately negotiated transactions. There
is no time limit placed on the authorization.
Forward-Looking Statements
Statements in this Form 10-Q concerning the Company's future financings and
pending acquisitions and dispositions, as well as any other statements
concerning the Company's business outlook or future economic performance,
anticipated profitability, revenues, expenses, cash flows or other financial and
non-financial items that are not historical facts, are "forward-looking
statements" as the term is defined under applicable Federal Securities Laws.
Forward-looking statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from those statements.
Such risks, uncertainties and factors include, but are not limited to, changes
in capital market conditions and prospects, and other factors such as changes in
advertising demand, interest rates and newsprint prices; technological changes;
development of Internet commerce; industry cycles; changes in pricing or other
actions by competitors and suppliers; regulatory changes; the effects of Company
acquisitions and dispositions; and general economic conditions, as well as other
risks detailed in the Company's filings with the Securities and Exchange
Commission ("SEC"), including the Annual Report on Form 10-K and in the
Company's periodic press releases.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No disclosure required.
10
<PAGE> 13
PART II.
ITEM 1. LEGAL PROCEEDINGS
A number of legal proceedings are pending against the Company, including several
actions for alleged libel. In the opinion of management, liabilities, if any,
arising from these actions would not have a material adverse effect on the
results of operations, liquidity or financial position of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Company's shareholders was held on May 10, 2000. All
nominees standing for election as directors were elected. The following chart
indicates the number of votes cast with respect to each nominee for director:
<TABLE>
<CAPTION>
Withheld Broker
Nominee For Authority Abstain Non-Votes
------- --- --------- ------- ---------
<S> <C> <C> <C> <C>
Henry P. Becton, Jr. 253,322,894 2,055,934 --- ---
Roger A. Enrico 253,432,555 1,946,273 --- ---
Ward L. Huey, Jr. 253,376,766 2,002,062 --- ---
Arturo Madrid, Ph.D. 253,385,334 1,993,494 --- ---
William T. Solomon 253,374,576 2,004,252 --- ---
</TABLE>
In addition to those directors elected at the Annual Meeting, the following
directors continued in office after the meeting: John W. Bassett, Jr., Judith
L. Craven, M.D., M.P.H., Robert W. Decherd, Stephen Hamblett, Dealey D.
Herndon, Laurence E. Hirsch, Burl Osborne, Hugh G. Robinson and J. McDonald
Williams.
At the Annual Meeting, an additional proposal to approve the Belo 2000 Executive
Compensation Plan was approved by the Company's shareholders. The following
chart indicates the number of votes cast and the number of abstentions and
broker non-votes with respect to the second proposal:
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
<S> <C> <C> <C> <C>
Proposal II 225,605,023 19,707,605 766,231 9,299,969
</TABLE>
No other matters were submitted to a vote of security holders at the Annual
Meeting.
ITEM 5. OTHER INFORMATION
None.
11
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Company with the Securities and
Exchange Commission, as indicated. Exhibits marked with a tilde (~) are
management contracts or compensatory plan contracts or arrangements
filed pursuant to Item 601 (b)(10)(iii)(A) of Regulation S-K. All other
documents are filed with this report.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1 * Certificate of Incorporation of the Company (Exhibit 3.1 to
the Company's Annual Report on Form 10-K dated March 15,
2000 (the "1999 Form 10-K"))
3.2 * Certificate of Correction to Certificate of Incorporation
dated May 13, 1987 (Exhibit 3.2 to the 1999 Form 10-K)
3.3 * Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit
3.3 to the 1999 Form 10-K)
3.4 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 4, 1988 (Exhibit 3.4 to the 1999 Form
10-K)
3.5 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 3, 1995 (Exhibit 3.5 to the 1999 Form
10-K)
3.6 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 15, 1998 (Exhibit 3.6 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1998 (the "2nd Quarter 1998 Form 10-Q"))
3.7 * Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4,
1988 (Exhibit 3.7 to the 1999 Form 10-K)
3.8 * Certificate of Designation of Series B Common Stock of the
Company dated May 4, 1988 (Exhibit 3.8 to the 1999 Form
10-K)
3.9 * Amended and Restated Bylaws of the Company, effective
February 10, 2000 (Exhibit 3.9 to the 1999 Form 10-K)
4.1 Certain rights of the holders of the Company's Common Stock
are set forth in Exhibits 3.1-3.9 above
4.2 * Specimen Form of Certificate representing shares of the
Company's Series A Common Stock (Exhibit 4.2 to the
Company's Annual Report on Form 10-K dated March 18, 1998
(the "1997 Form 10-K"))
4.3 * Specimen Form of Certificate representing shares of the
Company's Series B Common Stock (Exhibit 4.3 to the 1997
Form 10-K)
4.4 * Amended and Restated Form of Rights Agreement as of February
28, 1996 between the Company and Chemical Mellon Shareholder
Services, L.L.C., a New York banking corporation (Exhibit
4.4 to the 1999 Form 10-K)
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.5 * Supplement No. 1 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston
dated as of November 11, 1996 (Exhibit 4.5 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996)
4.6 Instruments defining rights of debt securities:
(1) * Indenture dated as of June 1, 1997 between the Company
and The Chase Manhattan Bank, as Trustee (Exhibit
4.6(1) to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1997 (the "2nd
Quarter 1997 Form 10-Q"))
(2) * (a) $200 million 6-7/8% Senior Note due 2002 (Exhibit
4.6 (2)(a) to the 2nd Quarter 1997 Form 10-Q) *
* (b) $50 million 6-7/8% Senior Note due 2002 (Exhibit
4.6 (2)(b) to the 2nd Quarter 1997 Form 10-Q)
(3) * (a) $200 million 7-1/8% Senior Note due 2007 (Exhibit
4.6 (3)(a) to the 2nd Quarter 1997 Form 10-Q) *
* (b) $100 million 7-1/8% Senior Note due 2007 (Exhibit
4.6 (3)(b) to the 2nd Quarter 1997 Form 10-Q)
(4) * $200 million 7-3/4% Senior Debenture due 2027 (Exhibit
4.6 (4) to the 2nd Quarter 1997 Form 10-Q)
(5) * Officer's Certificate dated June 13, 1997 establishing
terms of debt securities pursuant to Section 3.1 of
the Indenture (Exhibit 4.6 (5) to the 2nd Quarter 1997
Form 10-Q)
(6) * (a) $200 million 7-1/4% Senior Debenture due 2027
(Exhibit 4.6 (6)(a) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
September 30, 1997 (the "3rd Quarter 1997 Form
10-Q")) *
* (b) $50 million 7-1/4% Senior Debenture due 2027
(Exhibit 4.6 (6)(b) to the 3rd Quarter 1997 Form
10-Q)
(7) * Officer's Certificate dated September 26, 1997
establishing terms of debt securities pursuant to
Section 3.1 of the Indenture (Exhibit 4.6 (7) to the
3rd Quarter 1997 Form 10-Q)
10.1 Financing agreements:
(1) * Amended and Restated Credit Agreement (Five-year
$1,000,000,000 revolving credit and competitive
advance facility dated as of August 29, 1997 among the
Company and The Chase Manhattan Bank, as
Administrative Agent and Competitive Advance Facility
Agent, Bank of America National Trust and Savings
Association and Bank of Tokyo-Mitsubishi, Ltd. as
Co-Syndication Agents, and NationsBank as
Documentation Agent)(Exhibit 10.2(1) to the 3rd
Quarter 1997 Form 10-Q)
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.2 Compensatory plans:
(1) Belo Savings Plan as Amended and Restated Effective
July 1, 2000
* (a) Restated Master Trust Agreement between the
Company and Fidelity Management Trust
Company, as restated and dated March 13, 1998
(Exhibit 10.3(1)(b) to the 1997 Form 10-K)
(2) * The A. H. Belo Corporation 1986 Long-Term
Incentive Plan (Effective May 3, 1989, as amended
by Amendments 1, 2, 3, 4, and 5) (Exhibit 10.3
(2) to the Company's Annual Report on Form 10-K
dated March 10, 1997 (the "1996 Form 10-K")) *
* (a) Amendment No. 6 to 1986 Long-Term Incentive
Plan (Exhibit 10.3 (2)(b) to the 1997 Form
10-K)
* (b) Amendment No. 7 to 1986 Long-Term Incentive
Plan (Exhibit 10.2(2)(c) to the 1999 Form
10-K)
* (c) Amendment No. 8 to 1986 Long-Term Incentive
Plan (Exhibit 10.3(2)(d) to the 2nd Quarter
1998 Form 10-Q)
(3) * A. H. Belo Corporation 1995 Executive
Compensation Plan, as restated to incorporate
amendments through December 4, 1997 (Exhibit 10.3
(3) to the 1997 Form 10-K)
* (a) Amendment to 1995 Executive Compensation
Plan, dated July 21, 1998 (Exhibit 10.3(3)(a)
to the 2nd Quarter 1998 Form 10-Q)
* (b) Amendment to A. H. Belo Corporation 1995
Executive Compensation Plan, dated December
16, 1999 (Exhibit 10.3(b) to the 1999 Form
10-K)
(4) * Belo 2000 Executive Compensation Plan (Exhibit
4.15 to Registration Statement Form S-8 (No.
333-43056) filed with the Securities and Exchange
Commission on August 4, 2000)
(5) * Belo Supplemental Executive Retirement Plan as
Amended and Restated Effective January 1, 2000
(Exhibit 10.2(5) to the 1999 Form 10-K)
(a) First Amendment to Belo Supplemental Executive
Retirement Plan as Amended and Restated
Effective January 1, 2000
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
During the quarter covered by this report, there were no reports on
Form 8-K filed.
14
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
A. H. BELO CORPORATION
August 11, 2000 By: /s/ Dunia A. Shive
-----------------------------
Dunia A. Shive
Senior Vice President and
Chief Financial Officer
15
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ----------
<S> <C> <C>
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
the Company's Annual Report on Form 10-K dated March 15, 2000
(the "1999 Form 10-K")) N/A
3.2 Certificate of Correction to Certificate of Incorporation
dated May 13, 1987 (Exhibit 3.2 to the 1999 Form 10-K) N/A
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit
3.3 to the 1999 Form 10-K) N/A
3.4 Certificate of Amendment of Certificate of Incorporation of
the Company dated May 4, 1988 (Exhibit 3.4 to the 1999 Form
10-K) N/A
3.5 Certificate of Amendment of Certificate of Incorporation of
the Company dated May 3, 1995 (Exhibit 3.5 to the 1999 Form
10-K) N/A
3.6 Certificate of Amendment of Certificate of Incorporation of
the Company dated May 15, 1998 (Exhibit 3.6 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1998 (the "2nd Quarter 1998 Form 10-Q")) N/A
3.7 Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4,
1988 (Exhibit 3.7 to the 1999 Form 10-K) N/A
3.8 Certificate of Designation of Series B Common Stock of the
Company dated May 4, 1988 (Exhibit 3.8 to the 1999 Form 10-K) N/A
3.9 Amended and Restated Bylaws of the Company, effective
February 10, 2000 (Exhibit 3.9 to the 1999 Form 10-K) N/A
4.1 Certain rights of the holders of the Company's Common Stock
are set forth in Exhibits 3.1-3.9 above
4.2 Specimen Form of Certificate representing shares of the
Company's Series A Common Stock (Exhibit 4.2 to the Company's
Annual Report on Form 10-K dated March 18, 1998 (the "1997
Form 10-K")) N/A
4.3 Specimen Form of Certificate representing shares of the
Company's Series B Common Stock (Exhibit 4.3 to the 1997 Form
10-K) N/A
4.4 Amended and Restated Form of Rights Agreement as of February
28, 1996 between the Company and Chemical Mellon Shareholder
Services, L.L.C., a New York banking corporation (Exhibit 4.4
to the 1999 Form 10-K) N/A
4.5 Supplement No. 1 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston
dated as of November 11, 1996 (Exhibit 4.5 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996) N/A
</TABLE>
E-1
<PAGE> 19
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ----------
<S> <C> <C>
4.6 Instruments defining rights of debt securities:
(1) Indenture dated as of June 1, 1997 between the
Company and The Chase Manhattan Bank, as Trustee
(Exhibit 4.6(1) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30,
1997 (the "2nd Quarter 1997 Form 10-Q")) N/A
(2) (a) $200 million 6-7/8% Senior Note due 2002
(Exhibit 4.6 (2)(a) to the 2nd Quarter 1997 Form
10-Q) N/A
(b) $50 million 6-7/8% Senior Note due 2002 (Exhibit
4.6 (2)(b) to the 2nd Quarter 1997 Form 10-Q) N/A
(3) (a) $200 million 7-1/8% Senior Note due 2007
(Exhibit 4.6 (3)(a) to the 2nd Quarter 1997 Form
10-Q) N/A
(b) $100 million 7-1/8% Senior Note due 2007
(Exhibit 4.6 (3)(b) to the 2nd Quarter 1997 Form
10-Q) N/A
(4) $200 million 7-3/4% Senior Debenture due 2027
(Exhibit 4.6 (4) to the 2nd Quarter 1997 Form 10-Q) N/A
(5) Officer's Certificate dated June 13, 1997
establishing terms of debt securities pursuant to
Section 3.1 of the Indenture (Exhibit 4.6 (5) to the
2nd Quarter 1997 Form 10-Q) N/A
(6) (a) $200 million 7-1/4% Senior Debenture due 2027
(Exhibit 4.6 (6)(a) to the Company's Quarterly
Report on Form 10-Q for the quarterly period
ended September 30, 1997 (the "3rd Quarter 1997
Form 10-Q")) N/A
(b) $50 million 7-1/4% Senior Debenture due 2027
(Exhibit 4.6 (6)(b) to the 3rd Quarter 1997 Form
10-Q) N/A
(7) Officer's Certificate dated September 26, 1997
establishing terms of debt securities pursuant to
Section 3.1 of the Indenture (Exhibit 4.6(7)
to the 3rd Quarter 1997 Form 10-Q) N/A
10.1 Financing agreements:
(1) Amended and Restated Credit Agreement (Five-year
$1,000,000,000 revolving credit and competitive
advance facility dated as of August 29, 1997 among
the Company and The Chase Manhattan Bank, as
Administrative Agent and Competitive Advance Facility
Agent, Bank of America National Trust and Savings
Association and Bank of Tokyo-Mitsubishi, Ltd. as
Co-Syndication Agents, and NationsBank as
Documentation Agent)(Exhibit 10.2(1) to the 3rd
Quarter 1997 Form 10-Q) N/A
</TABLE>
E-2
<PAGE> 20
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ----------
<S> <C> <C>
10.2 Compensatory plans:
(1) Belo Savings Plan as Amended and Restated
Effective July 1, 2000 ---
(a) Restated Master Trust Agreement between the
Company and Fidelity Management Trust
Company, as restated and dated March 13,
1998 (Exhibit 10.3(1)(b) to the 1997 Form
10-K) N/A
(2) The A. H. Belo Corporation 1986 Long-Term
Incentive Plan (Effective May 3, 1989, as
amended by Amendments 1, 2, 3, 4, and 5)
(Exhibit 10.3(2) to the Company's Annual Report
on Form 10-K dated March 10, 1997 (the "1996
Form 10-K")) N/A
(a) Amendment No. 6 to 1986 Long-Term Incentive
Plan (Exhibit 10.3 (2)(b) to the 1997 Form
10-K) N/A
(b) Amendment No. 7 to 1986 Long-Term Incentive
Plan (Exhibit 10.2(2)(c) to the 1999 Form
10-K) N/A
(c) Amendment No. 8 to 1986 Long-Term Incentive
Plan (Exhibit 10.3(2)(d) to the 2nd Quarter
1998 Form 10-Q) N/A
(3) A. H. Belo Corporation 1995 Executive
Compensation Plan, as restated to incorporate
amendments through December 4, 1997 (Exhibit
10.3 (3) to the 1997 Form 10-K) N/A
(a) Amendment to 1995 Executive Compensation
Plan, dated July 21, 1998 (Exhibit
10.3(3)(a) to the 2nd Quarter 1998 Form
10-Q) N/A
(b) Amendment to A. H. Belo Corporation 1995
Executive Compensation Plan, dated December
16, 1999 (Exhibit 10.3(b) to the 1999 Form
10-K) N/A
(4) Belo 2000 Executive Compensation Plan (Exhibit
4.15 to Registration Statement Form S-8 (No.
333-43056) filed with the Securities and
Exchange Commission on August 4, 2000) N/A
(5) Belo Supplemental Executive Retirement Plan as
Amended and Restated Effective January 1, 2000
(Exhibit 10.2(5) to the 1999 Form 10-K) N/A
(a) First Amendment to Belo Supplemental
Executive Retirement Plan as Amended and
Restated Effective January 1, 2000 ---
12 Ratio of Earnings to Fixed Charges ---
27 Financial Data Schedule ---
</TABLE>
E-3
