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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: SEPTEMBER 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.
CLASS OUTSTANDING AT OCTOBER 31, 2000
Common Stock, $1.67 par value *113,680,797
* Consisting of 94,858,919 shares of Series A Common Stock and
18,821,878 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> <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..................... 11
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............................................... 11
</TABLE>
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PART I.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF EARNINGS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------------- ----------------------------
In thousands, except per share amounts
(unaudited) 2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES
Broadcasting $ 169,969 $ 138,374 $ 506,744 $ 427,514
Newspaper publishing 218,048 202,038 647,539 598,090
Interactive media 2,904 1,884 7,656 4,591
Other 3,848 2,998 10,556 8,621
Intercompany elimination (4,416) -- (5,406) --
------------ ------------ ------------ ------------
Total net operating revenues 390,353 345,294 1,167,089 1,038,816
OPERATING COSTS AND EXPENSES
Salaries, wages and employee benefits 133,374 120,019 397,602 353,997
Other production, distribution and operating costs 101,372 86,819 292,613 251,711
Newsprint, ink and other supplies 42,816 37,724 122,198 119,546
Depreciation 25,503 23,588 74,582 68,218
Amortization 21,138 19,404 63,201 56,963
------------ ------------ ------------ ------------
Total operating costs and expenses 324,203 287,554 950,196 850,435
------------ ------------ ------------ ------------
Earnings from operations 66,150 57,740 216,893 188,381
OTHER INCOME AND EXPENSE
Interest expense (33,806) (27,239) (98,582) (80,091)
Gain on sale of KXTV -- -- -- 50,312
Other, net 310 742 2,038 3,546
------------ ------------ ------------ ------------
Total other income and expense (33,496) (26,497) (96,544) (26,233)
EARNINGS
Earnings before income taxes 32,654 31,243 120,349 162,148
Income taxes 15,132 14,655 55,175 53,207
------------ ------------ ------------ ------------
Net earnings $ 17,522 $ 16,588 $ 65,174 $ 108,941
============ ============ ============ ============
NET EARNINGS PER SHARE
Basic $ .15 $ .14 $ .55 $ .92
Diluted $ .15 $ .14 $ .55 $ .91
AVERAGE SHARES OUTSTANDING
Basic 116,936 118,333 118,133 118,252
Diluted 117,569 119,177 118,578 119,155
CASH DIVIDENDS DECLARED PER SHARE $ .14 $ .14 $ .28 $ .26
</TABLE>
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See accompanying Notes to Consolidated Condensed Financial Statements.
1
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CONSOLIDATED CONDENSED BALANCE SHEETS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
In thousands, except share and per share data September 30, December 31,
(Current year unaudited) 2000 1999
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments $ 36,318 $ 45,593
Accounts receivable, net 243,360 245,949
Other current assets 53,103 60,416
------------ ------------
Total current assets 332,781 351,958
Property, plant and equipment, net 654,064 655,002
Intangible assets, net 2,822,276 2,853,192
Other assets 152,922 116,112
------------ ------------
Total assets $ 3,962,043 $ 3,976,264
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 49,152 $ 69,891
Accrued expenses 120,001 109,324
Other current liabilities 44,147 80,623
------------ ------------
Total current liabilities 213,300 259,838
Long-term debt 1,913,395 1,849,490
Deferred income taxes 422,834 422,465
Other liabilities 50,910 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 97,535,971 shares at September 30, 2000
and 99,515,495 shares at December 31, 1999 162,885 166,191
Series B: Issued 18,660,663 shares at September 30, 2000
and 19,142,616 shares at December 31, 1999 31,163 31,968
Additional paid-in capital 871,452 885,522
Retained earnings 318,308 306,156
------------ ------------
Total 1,383,808 1,389,837
Less cost of 1,197,500 shares of treasury stock (22,204) --
Total shareholders' equity 1,361,604 1,389,837
------------ ------------
Total liabilities and shareholders' equity $ 3,962,043 $ 3,976,264
============ ============
</TABLE>
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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>
Nine months ended September 30,
-------------------------------
In thousands
(unaudited) 2000 1999
------------ ------------
<S> <C> <C>
OPERATIONS
Net earnings $ 65,174 $ 108,941
Adjustments to reconcile net earnings
to net cash provided by operations:
Net gain on sale of KXTV -- (48,981)
Depreciation and amortization 137,783 125,181
Deferred income taxes (1,683) (10,828)
Other, net 4,498 10,143
Net change in current assets and liabilities:
Accounts receivable 639 11,734
Other current assets 4,976 2,036
Accounts payable (14,082) (19,015)
Accrued expenses 8,019 185
Other current liabilities (35,440) 3,937
------------ ------------
Net cash provided by operations 169,884 183,333
INVESTING
Capital expenditures (72,201) (63,505)
Acquisitions (16,100) (76,286)
Investments in Interactive media (40,696) (15,006)
Other, net (3,133) 1,429
------------ ------------
Net cash used for investing (132,130) (153,368)
FINANCING
Borrowings for acquisitions -- 76,286
Net borrowings (payments) on debt 52,947 (54,947)
Purchase of treasury shares (78,609) (21,793)
Payment of dividends on stock (24,866) (22,474)
Net proceeds from exercise of stock options 3,499 4,292
------------ ------------
Net cash used for financing (47,029) (18,636)
Net increase (decrease) in cash and temporary cash investments (9,275) 11,329
Cash and temporary cash investments at beginning of period 45,593 19,451
------------ ------------
Cash and temporary cash investments at end of period $ 36,318 $ 30,780
============ ============
SUPPLEMENTAL DISCLOSURES
Interest paid, net of amounts capitalized $ 92,597 $ 72,014
Income taxes paid, net of refunds $ 102,636 $ 65,563
KXTV/KVUE asset exchange $ -- $ 112,098
</TABLE>
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See accompanying Notes to Consolidated Condensed Financial Statements.
3
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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 nine-month periods
ended September 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 nine months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Weighted average shares for basic earnings
per share 116,936 118,333 118,133 118,252
Effect of employee stock options 633 844 445 903
------------ ------------ ------------ ------------
Weighted average shares for diluted earnings
per share 117,569 119,177 118,578 119,155
============ ============ ============ ============
</TABLE>
4
<PAGE> 7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries
(3) Net operating revenues, earnings from operations, depreciation and
amortization and operating cash flow by industry segment are shown
below. The intercompany elimination removes $4,004, $362, $21 and $29
of revenues for the three months and $4,207, $1,101, $66 and $32 of
revenues for the nine months ended September 30, 2000 for Broadcasting,
Newspaper publishing, Interactive media and Other, respectively, for
advertising provided primarily to the Interactive media segment.
Operating cash flow is defined as earnings from operations plus
depreciation and amortization. Operating cash flow is used in the
broadcasting 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 Nine months ended
September 30, September 30,
---------------------------- ----------------------------
In thousands 2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES
Broadcasting $ 169,969 $ 138,374 $ 506,744 $ 427,514
Newspaper publishing 218,048 202,038 647,539 598,090
Interactive media 2,904 1,884 7,656 4,591
Other 3,848 2,998 10,556 8,621
Intercompany elimination (4,416) -- (5,406) --
------------ ------------ ------------ ------------
Total net operating revenues $ 390,353 $ 345,294 $ 1,167,089 $ 1,038,816
============ ============ ============ ============
EARNINGS FROM OPERATIONS
Broadcasting $ 43,696 $ 28,777 $ 133,829 $ 97,122
Newspaper publishing 45,433 42,809 140,258 129,928
Interactive media (9,880) (2,163) (18,410) (4,983)
Other (1,431) (1,959) (4,560) (5,625)
Corporate expenses (11,668) (9,724) (34,224) (28,061)
------------ ------------ ------------ ------------
Total earnings from operations $ 66,150 $ 57,740 $ 216,893 $ 188,381
============ ============ ============ ============
DEPRECIATION AND AMORTIZATION
Broadcasting $ 28,526 $ 26,266 $ 84,970 $ 75,519
Newspaper publishing 15,556 15,052 46,046 44,748
Interactive media 538 131 1,009 371
Other 945 700 2,593 2,031
Corporate 1,076 843 3,165 2,512
------------ ------------ ------------ ------------
Total depreciation and amortization $ 46,641 $ 42,992 $ 137,783 $ 125,181
============ ============ ============ ============
OPERATING CASH FLOW
Broadcasting $ 72,222 $ 55,043 $ 218,799 $ 172,641
Newspaper publishing 60,989 57,861 186,304 174,676
Interactive media (9,342) (2,032) (17,401) (4,612)
Other (486) (1,259) (1,967) (3,594)
Corporate (10,592) (8,881) (31,059) (25,549)
------------ ------------ ------------ ------------
Total operating cash flow $ 112,791 $ 100,732 $ 354,676 $ 313,562
============ ============ ============ ============
</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 September 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
San Antonio 37 KBEJ UPN LMA (c)
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(d) 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(e) LMA February 1997
Boise 125 KTVB NBC Owned February 1997
</TABLE>
<TABLE>
<CAPTION>
Newspaper Publishing
----------------------------------------------------------------------------------------------------------------------
Daily Sunday
Newspaper Location Acquired Circulation(g) Circulation(g)
----------------------------------- --------------------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
The Dallas Morning News ("TDMN") Dallas, TX (f) 520,157 785,758
The Providence Journal ("PJ") Providence, RI February 1997 162,099 232,634
The Press-Enterprise ("PE") Riverside, CA July 1997 166,935 174,636
Messenger-Inquirer(h) Owensboro, KY January 1996 31,422 34,135
The Eagle(h) Bryan-College Station, TX December 1995 23,586 28,270
Denton Record-Chronicle Denton, TX June 1999 15,967 18,808
The Gleaner(h) Henderson, KY March 1997 11,274 13,037
</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 under LMAs, on
March 1, 2000 for $16,100 in cash.
(c) Belo entered into an agreement to operate KBEJ under an LMA in May
1999; the station's on-air date was August 3, 2000.
(d) On October 17, 2000, the Company announced that it had reached an
agreement to sell KOTV. See further discussion in "Liquidity and
Capital Resources - Other Matters."
(e) The primary affiliation is with UPN. The WB network is currently a
secondary affiliation.
(f) The first issue of The Dallas Morning News was published by Belo on
October 1, 1885.
(g) Average paid circulation for the six months ended September 30, 2000,
according to the Audit Bureau of Circulation's FAS-FAX report, except
for The Providence Journal, for which circulation data is for the six
months ended March 31, 2000; and 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).
(h) On June 27, 2000, the Company announced its intent to sell the
Messenger-Inquirer, The Eagle and The Gleaner. The Company sold The
Gleaner to E.W. Scripps Company on November 1, 2000. The Company has
reached an agreement to sell The Eagle to Evening Post Publishing
Company. The sales of the Messenger-Inquirer and The Eagle are
expected to be completed in the fourth quarter of 2000. See "Liquidity
and Capital Resources - Other Matters."
6
<PAGE> 9
RESULTS OF OPERATIONS
Net earnings for the three and nine months ended September 30, 2000 were $17,522
(15 cents per share) and $65,174 (55 cents per share), respectively, as compared
to $16,588 (14 cents per share) and $108,941 (91 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 1999 year-to-date were $59,960 (50
cents per share). 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 employee compensation
and benefits and other production, distribution and operating costs.
Depreciation expense was higher for the three and nine-month periods of 2000
compared with 1999 due to depreciation of prior year capital expenditures.
Amortization expense increased by $1,734 in the third quarter of 2000 as
compared to the 1999 third quarter due to the acquisitions of KTVK-TV, KASW-TV
and KONG-TV, offset somewhat by the dispositions of KASA-TV, KHNL-TV and
KFVE-TV. These transactions and the second quarter 1999 acquisitions of KVUE-TV
and the Denton Record-Chronicle and disposition of KXTV resulted in an increase
of $6,238 in amortization expense in the first nine months of 2000 as compared
to the comparable 1999 period.
Higher borrowings, as a result of acquisitions, investments and share
repurchases, and higher weighted average interest rates resulted in higher
quarter and year-to-date interest expense in 2000 compared to 1999.
The effective tax rates for the quarter and year-to-date periods of 2000 were
46.3 percent and 45.8 percent, respectively. The effective tax rates for the
comparable periods in 1999 were 46.9 percent and 32.8 percent. Excluding the
effect of the KVUE/KXTV exchange transaction, the 1999 year-to-date effective
tax rate was 46.4 percent.
Segment Results of Operations
To enhance comparability of the Company's results of operations for the quarters
and nine-month periods ended September 30, 2000 and 1999, certain information
below is presented on an "as adjusted" basis and includes the acquisitions of
KVUE-TV, 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 September 30, Three months ended September 30,
2000 1999 % Chg 2000 1999 % Chg
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net operating revenues
Broadcasting $ 169,969 $ 138,374 22.8% $ 169,969 $ 150,666 12.8%
Newspaper publishing 218,048 202,038 7.9% 218,048 202,038 7.9%
Interactive media 2,904 1,884 54.1% 2,904 2,059 41.0%
Other 3,848 2,998 28.4% 3,848 2,998 28.4%
Eliminations (4,416) -- N/A (4,416) -- N/A
---------- ---------- ---------- ---------- ---------- ----------
Segment revenues $ 390,353 $ 345,294 13.0% $ 390,353 $ 357,761 9.1%
Operating cash flow
Broadcasting $ 72,222 $ 55,043 31.2% $ 72,222 $ 56,883 27.0%
Newspaper publishing 60,989 57,861 5.4% 60,989 57,861 5.4%
Interactive media (9,342) (2,032) (359.7%) (9,342) (2,026) (361.1%)
Other (486) (1,259) 61.4% (486) (1,259) 61.4%
---------- ---------- ---------- ---------- ---------- ----------
Segment operating cash flow $ 123,383 $ 109,613 12.6% $ 123,383 $ 111,459 10.7%
</TABLE>
7
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<TABLE>
<CAPTION>
AS REPORTED AS ADJUSTED
(in thousands) (in thousands)
Nine months ended September 30, Nine months ended September 30,
2000 1999 % Chg 2000 1999 % Chg
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net operating revenues
Broadcasting $ 506,744 $ 427,514 18.5% $ 506,744 $ 461,387 9.8%
Newspaper publishing 647,539 598,090 8.3% 647,539 603,771 7.2%
Interactive media 7,656 4,591 66.8% 7,656 5,292 44.7%
Other 10,556 8,621 22.4% 10,556 8,621 22.4%
Eliminations (5,406) -- N/A (5,406) -- N/A
----------- ----------- ----------- ----------- ----------- -----------
Segment revenues $ 1,167,089 $ 1,038,816 12.3% $ 1,167,089 $ 1,079,071 8.2%
Operating cash flow
Broadcasting $ 218,799 $ 172,641 26.7% $ 218,799 $ 182,875 19.6%
Newspaper publishing 186,304 174,676 6.7% 186,304 175,054 6.4%
Interactive media (17,401) (4,612) (277.3%) (17,401) (4,355) (299.6%)
Other (1,967) (3,594) 45.3% (1,967) (3,594) 45.3%
----------- ----------- ----------- ----------- ----------- -----------
Segment operating cash flow $ 385,735 $ 339,111 13.7% $ 385,735 $ 349,980 10.2%
</TABLE>
The discussion that follows compares segment operations on an "as adjusted"
basis only.
Broadcasting Division
Broadcasting revenues for the third quarter of 2000 were $169,969, an increase
of 12.8 percent compared with third quarter 1999 revenues of $150,666.
Year-to-date broadcasting revenues rose 9.8 percent from $461,387 in 1999 to
$506,744 in the current year. Increases in broadcasting revenues for the third
quarter of 2000 were primarily due to strong growth in political advertising and
spot revenue of approximately $10,500 from the broadcast of the Summer Olympics
on the Company's four NBC affiliates. Political revenues of $13,626 in the third
quarter of 2000 were up from $1,403 in the third quarter of 1999. Political
revenues in the nine-month period ended September 30, 2000 were $21,489, as
compared to $6,445 for the 1999 year-to-date period. 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.
Broadcasting operating cash flow margins improved from 37.8 percent in the third
quarter of 1999 to 42.5 percent in the third quarter of 2000 and from 39.6
percent in the first nine months of 1999 to 43.2 percent in the same period in
2000. Operating cash flow increased by 27 percent from $56,883 in the third
quarter of 1999 to $72,222 in the third quarter of 2000. Year-to-date operating
cash flow in 2000 was $218,799 or 19.6 percent higher when compared with
$182,875 in 1999. Cash operating expenses for third quarter and first nine
months of 2000 were up 4.2 percent and 3.4 percent, respectively, as compared to
the same periods of 1999, primarily due to higher salaries, wages and employee
benefits.
Newspaper Publishing Division
Third quarter 2000 revenues for newspaper publishing were $218,048 or 7.9
percent higher than third quarter 1999 revenues of $202,038. Newspaper
publishing revenues for the first nine months of 2000 were $647,539, an increase
of 7.2 percent over revenues of $603,771 for the same period of 1999.
Revenues at The Dallas Morning News increased 9.9 percent in the third quarter
2000 as compared to third quarter 1999 and increased 6.7 percent year-over-year.
General advertising revenues were 35.1 percent and 24.8 percent higher in the
three and nine-month periods of 2000, respectively, as compared to the
comparable periods in 1999, due to higher average rates and increased volume.
Retail advertising revenues were up 3 percent and 1.5 percent in the three and
nine-month periods of 2000 over the same periods in 1999 due to higher rates.
Classified advertising revenues increased approximately 11 percent for the
quarter and 5.3 percent for the year-to-date period ended September 30, 2000, as
compared to the same periods in 1999. The increase in classified advertising
revenue was primarily due to strength in the employment and automotive
advertising categories.
8
<PAGE> 11
Total revenue for The Providence Journal increased 2.9 percent and 5.2 percent
in the third quarter and the year-to-date 2000 periods, respectively, as
compared to the same periods in 1999, with increases in all major advertising
categories. The largest revenue increases were in retail and classified
advertising revenue, primarily from higher advertising rates.
The Press-Enterprise reported increases in total revenue of 8.8 percent and 14.1
percent in the quarter and nine-month periods ended September 30, 2000 as
compared to the prior year periods, due mostly to increases in classified
advertising.
Total newspaper publishing operating cash flow margins were 28 percent and 28.8
percent for the quarter and nine-month periods ended September 30, 2000,
respectively, as compared to 28.6 percent and 29 percent in the comparable 1999
periods. Operating cash flow for the third quarter of 2000 was $60,989 or 5.4
percent higher than third quarter 1999 operating cash flow of $57,861. For the
year-to-date periods, 2000 operating cash flow was $186,304 or 6.4 percent
better than 1999. Cash operating expenses were up 8.9 percent and 7.6 percent
for the three and nine-month periods ended September 30, 2000, respectively.
Industry-wide price increases in newsprint that were implemented April 1 and
September 1, 2000, contributed significantly to the increase, a trend that is
expected to continue for the remainder of the year. Salaries, wages and employee
benefits were also higher due to an increase in the number of employees,
primarily at The Dallas Morning News.
Interactive Media
Interactive media revenues increased 41 percent, from $2,059 in the third
quarter of 1999 to $2,904 in the third quarter of 2000. For the nine-month
period ended September 30, 2000, Interactive media revenues increased 44.7
percent over the prior year period, from $5,292 to $7,656. 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
cash flow deficits of $9,342 and $17,401 in the quarter and nine months ended
September 30, 2000, reflecting intercompany advertising expense of $4,395 and
$5,340 for the three and nine-month periods in 2000 and increased staffing and
levels of operations.
Other
Other represents the Company's regional cable news operations, NWCN and TXCN.
Other revenues increased 28.4 percent, from $2,998 in the third quarter of 1999
to $3,848 in the third quarter of 2000. During the nine-month period, Other
revenues increased 22.4 percent, from $8,621 in 1999 to $10,556 in 2000. Cash
operating expenses increased 1.8 percent and 2.5 percent in the third quarter
and first nine months of 2000, respectively, resulting in decreases in cash
operating losses of 61.4 percent and 45.3 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 nine months of 2000, net cash
provided by operations was $169,884, compared with $183,333 for the same period
in 1999. The first nine 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 $57,247 from
December 31, 1999 to September 30, 2000 due primarily to cash payments of
$78,609 for share repurchases, $16,100 for the KONG-TV and KASW-TV acquisitions
and investments in other companies totaling approximately $40,696.
At September 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
9
<PAGE> 12
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 September 30, 2000, the Company had a $1 billion variable-rate revolving
credit agreement with a syndicate of 26 banks under which borrowings were
$875,000. 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 $31,900 of short-term unsecured notes outstanding
at September 30, 2000. These borrowings may be converted at the Company's option
into revolving debt. Accordingly, such borrowings are classified as long-term in
the Company's financial statements.
The Company is required to maintain certain ratios as of the end of each
quarter, as defined in its revolving credit agreement. As of September 30, 2000,
the Company was in compliance with all debt covenant requirements.
In the first nine months of 2000, the Company paid dividends of $24,866, or 21
cents per share, on Series A and Series B common stock outstanding, compared
with $22,474, or 19 cents per share, in the first nine months of 1999.
Capital expenditures in the first nine months of 2000 were $72,201.
Approximately $18,400 of this amount represents payments on a new press at TDMN.
Substantially all of the remaining expenditures were for broadcasting equipment
purchases including those for the conversion to digital television, and other
publishing equipment purchases.
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. During
the year-to-date period ended September 30, 2000, 4,283,331 shares had been
repurchased for an aggregate purchase price of $78,609 of which 3,085,831 shares
were retired. Through November 2, 2000, the Company repurchased an additional
1,474,794 shares for $26,197 and retired an additional 960,694 shares of
treasury stock.
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
completed the sale of The Gleaner to E.W. Scripps Company on November 1, 2000
and has reached an agreement to sell The Eagle to Evening Post Publishing
Company. The Company expects to generate at least $110 million in after-tax
proceeds from the sales of the three newspapers, all of which are expected to
close in the fourth quarter of 2000. The Company expects to record a gain on the
transactions.
On October 17, 2000, the Company announced that it had reached an agreement to
sell KOTV, the Company's CBS affiliate in Tulsa, Oklahoma, to Griffin Television
Tulsa, L.L.C. The sale is subject to Federal Communications Commission ("FCC")
and other customary approvals and is expected to close in early 2001.
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, capital expenditures, investments
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
10
<PAGE> 13
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, 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.
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
None.
ITEM 5. OTHER INFORMATION
None.
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.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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)
11
<PAGE> 14
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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 July 28,
2000
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)
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)
12
<PAGE> 15
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(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)
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 10.2(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)
13
<PAGE> 16
EXHIBIT
NUMBER DESCRIPTION
------- -----------
~(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
(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
November 13, 2000 By: /s/ Dunia A. Shive
----------------------------------
Dunia A. Shive
Senior Vice President and
Chief Financial Officer
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ----------
<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")) 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 July 28, 2000 --
4.1 Certain rights of the holders of the Company's Common Stock are set forth in
Exhibits 3.1-3.9 above N/A
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>
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 N/A
(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 10.2(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 N/A
12 Ratio of Earnings to Fixed Charges --
27 Financial Data Schedule --
</TABLE>
E-3
