UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended: March 31, 2008
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Commission File No. 1-8598
Belo Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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75-0135890
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.)
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P. O. Box 655237
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Dallas, Texas
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75265-5237
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(Address of principal executive offices)
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(Zip code)
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Registrants 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
þ
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes
o
No
þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
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Class
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Outstanding at April 30, 2008
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Common Stock, $1.67 par value
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102,199,481*
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*
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Consisting of 87,966,921 shares of Series A Common Stock and 14,232,560 shares of
Series B Common Stock.
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BELO CORP.
FORM 10-Q
TABLE OF CONTENTS
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Page
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2
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11
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16
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16
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17
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17
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17
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18
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18
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18
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18
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23
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i
PART I.
Item 1. Financial Statements
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Belo Corp. and Subsidiaries
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Three months ended March 31,
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In thousands, except per share amounts (unaudited)
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2008
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2007
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Net Operating Revenues
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$
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174,827
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$
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178,341
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Operating Costs and Expenses
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Station salaries, wages and employee benefits
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62,149
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59,498
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Station programming and other operating costs
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53,938
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52,366
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Corporate operating costs
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9,090
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10,550
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Spin-off related costs
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4,249
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Depreciation
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10,884
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10,608
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Amortization
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442
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Total operating costs and expenses
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140,310
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133,464
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Earnings from operations
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34,517
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44,877
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Other Income and Expense
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Interest expense
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(22,744
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)
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(24,151
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)
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Other income, net
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269
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5,087
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Total other income and expense
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(22,475
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)
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(19,064
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Earnings from continuing operations before income taxes
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12,042
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25,813
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Income taxes
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22,922
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10,038
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Net earnings (loss) from continuing operations
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(10,880
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)
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15,775
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Discontinued operations, net of tax
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(4,499
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(324
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Net earnings (loss)
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$
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(15,379
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)
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$
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15,451
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Net earnings (loss) per share Basic:
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Earnings (loss) per share from continuing operations
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$
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(0.11
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$
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0.15
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Earnings (loss) per share from discontinued operations
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(0.04
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)
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Net earnings( loss) per share
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$
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(0.15
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$
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0.15
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Net earnings (loss) per share Diluted:
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Earnings (loss) per share from continuing operations
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$
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(0.11
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$
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0.15
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Earnings (loss) per share from discontinued operations
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(0.04
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Net earnings (loss) per share
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$
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(0.15
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$
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0.15
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Weighted average shares outstanding:
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Basic
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102,267
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102,271
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Diluted
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102,267
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102,862
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Dividends declared per share
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$
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0.075
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$
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0.125
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See accompanying Notes to Consolidated Condensed Financial Statements.
2
CONSOLIDATED CONDENSED BALANCE SHEETS
Belo Corp. and Subsidiaries
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In thousands, except share and per share amounts
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March 31,
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December 31,
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(unaudited)
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2008
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2007
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Assets
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Current assets:
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Cash and temporary cash investments
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$
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6,545
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$
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11,190
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Accounts receivable, net
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155,873
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181,755
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Other current assets
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24,542
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26,875
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Current assets of discontinued operations
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124,569
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Total current assets
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186,960
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344,389
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Property, plant and equipment, net
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225,907
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228,012
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Intangible assets, net
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1,293,517
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1,293,517
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Goodwill, net
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752,276
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752,276
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Other assets
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63,335
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60,799
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Long-term assets of discontinued operations
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500,067
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Total assets
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$
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2,521,995
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$
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3,179,060
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Liabilities and Shareholders Equity
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Current liabilities:
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Accounts payable
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$
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17,686
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$
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34,267
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Accrued expenses
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59,639
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84,754
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Dividends payable
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7,669
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12,770
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Accrued interest payable
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23,375
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13,243
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Other current liabilities
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22,381
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23,087
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Current liabilities of discontinued operations
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81,331
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Total current liabilities
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130,750
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249,452
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Long-term debt
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1,186,475
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1,168,140
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Deferred income taxes
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426,745
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425,613
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Other liabilities
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29,163
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49,741
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Long-term liabilities of discontinued operations
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34,406
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Shareholders equity:
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Preferred stock, $1.00 par value. Authorized
5,000,000 shares; none
issued
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Common stock, $1.67 par value. Authorized
450,000,000 shares
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Series A: Issued 87,958,521
shares at March 31, 2008
and 88,016,220 shares at December 31, 2007
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146,891
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146,987
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Series B: Issued 14,240,960
shares at March 31, 2008
and 14,243,141 shares at December 31, 2007
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23,782
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23,786
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Additional paid-in capital
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906,693
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905,589
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Retained earnings
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(319,841
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184,009
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Accumulated other comprehensive loss
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(8,663
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(8,663
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Total shareholders equity
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748,862
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1,251,708
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Total liabilities and shareholders equity
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$
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2,521,995
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$
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3,179,060
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See accompanying Notes to Consolidated Condensed Financial Statements.
3
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Belo Corp. and Subsidiaries
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Three months ended March 31,
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In thousands (unaudited)
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2008
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2007
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Operations
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Net earnings (loss)
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$
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(15,379
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)
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$
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15,451
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Adjustments to reconcile net earnings (loss)
to net cash provided by operations:
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Net loss from discontinued operations
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4,499
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324
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Depreciation and amortization
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10,884
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11,050
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Employee
retirement funding
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(7,032
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)
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Employee retirement expense
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1,366
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Share-based compensation
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5,366
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4,060
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Other non-cash expenses
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(752
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)
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760
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Equity income (loss) from partnerships
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176
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(450
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)
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Other, net
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(1,407
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)
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168
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Net change in operating assets and liabilities:
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Accounts receivable
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26,634
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14,601
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Other current assets
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899
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2,218
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Accounts payable
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(16,581
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)
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(20,439
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)
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Accrued expenses
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(27,954
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)
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(12,028
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)
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Accrued interest payable
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10,166
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14,829
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Income taxes payable
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10,018
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(8,673
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)
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Net cash
provided by (used for) continuing operations
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(463
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)
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23,237
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Net cash
provided by (used for) discontinued operations
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(974
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)
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18,654
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Net cash
provided by (used for) operations
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(1,437
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)
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41,891
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Investments
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Capital expenditures
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(6,136
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(11,840
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)
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Acquisition
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(4,268
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)
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Other, net
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(95
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)
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(149
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)
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Net cash used for investments of continuing operations
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(6,231
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)
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(16,257
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)
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Net cash used for investments of discontinued operations
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(304
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)
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(3,382
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)
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Net cash used for investments
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(6,535
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)
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(19,639
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)
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Financing
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Net proceeds from revolving debt
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72,600
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Payments on revolving debt
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(54,300
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)
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Payment of dividends on common stock
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(12,770
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)
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|
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(12,787
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)
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Net proceeds from exercise of stock options
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|
408
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Purchase of treasury stock
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(2,203
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)
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|
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(3,645
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)
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Excess tax benefit from option exercises
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|
|
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|
|
11
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|
|
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|
|
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Net cash
provided by (used for) financing
|
|
|
3,327
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|
|
|
(16,013
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)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net increase (decrease) in cash and temporary cash investments
|
|
|
(4,645
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)
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|
|
6,239
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Cash and temporary cash investments at beginning of period
|
|
|
11,190
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|
|
|
46,291
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|
|
|
|
|
|
|
|
|
|
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|
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|
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Cash and temporary cash investments at end of period
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|
$
|
6,545
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|
|
$
|
52,530
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|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Condensed Financial Statements.
4
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Belo Corp. and Subsidiaries
(in thousands, except per share amounts)
(1)
|
|
The accompanying unaudited consolidated condensed financial statements of Belo Corp. 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.
|
|
|
|
On February 8, 2008, the Company completed the spin-off of its newspaper businesses and related
assets into a separate public company. The operations for the newspaper businesses and related
assets that were part of the spin-off are presented as discontinued operations. See Note 2.
The Companys operating segments are defined as its television stations and cable news channels
within a given market. The Company has determined that all of its operating segments meet the
criteria under Statement of Financial Accounting Standards (SFAS) No. 131 Disclosures about
Segments of an Enterprise and Related Information to be aggregated into one reporting segment.
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|
|
|
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-month period ended March 31, 2008 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2008. For further information, refer to the
consolidated financial statements and footnotes thereto included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2007.
|
|
|
|
All dollar amounts are in thousands, except per share amounts, unless otherwise indicated.
Certain prior period amounts have been reclassified to conform to current year presentation
and to reflect discontinued operations.
|
|
(2)
|
|
On February 8, 2008, the Company completed the spin-off of its newspaper businesses and
related assets into a separate public company, A. H. Belo Corporation (A. H. Belo), with its
own management and board of directors. The spin-off was accomplished by transferring the
assets and liabilities of the newspaper businesses and related assets to A. H. Belo and
distributing a pro-rata, tax-free dividend to the Companys shareholders of 0.20 shares of A.
H. Belo Series A common stock for every share of Belo Series A common stock, and 0.20 shares
of A. H. Belo Series B common stock for every share of Belo Series B common stock, owned as of
the close of business on January 25, 2008.
|
|
|
|
Except as noted below, the Company has no further ownership interest in A. H. Belo or in any
newspaper or related businesses, and A. H. Belo has no ownership interest in the Company or any
television station or related business. Belo is not expected to recognize any revenues or costs
generated by A. H. Belo that would have been included in its financial results were it not for
the spin-off. Belos relationship with A. H. Belo is now governed primarily by a separation and
distribution agreement, a services agreement and certain other agreements between the two
companies or their respective subsidiaries as further discussed below. Belo and A. H. Belo also
co-own certain downtown Dallas, Texas real estate and have some overlap in board members and
shareholders. Although the services related to these agreements generate continuing cash flows
between Belo and A. H. Belo, the amounts are not considered to be significant to the ongoing
operations of either company. In addition, the agreements and other relationships do not
provide Belo with the ability to significantly influence the operating or financial policies of
A. H. Belo and, therefore, do not constitute significant continuing involvement. Therefore, the
classification of historical financial information for the newspaper businesses and related
assets as discontinued operations is appropriate.
|
5
|
|
The historical operations of the newspaper businesses and related assets are included in
discontinued operations in the Companys financial statements.
Below is the summary financial information of discontinued
operations.
|
Statements of discontinued operations for the three months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
Net revenues
|
|
$
|
64,869
|
|
|
$
|
175,713
|
|
Total operating costs and expenses
|
|
|
72,319
|
|
|
|
175,940
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
(7,450
|
)
|
|
|
(227
|
)
|
Other income and expense, net
|
|
|
101
|
|
|
|
283
|
|
|
|
|
|
|
|
|
Earnings (loss) from discontinued operations
before income taxes
|
|
|
(7,349
|
)
|
|
|
56
|
|
Income taxes
|
|
|
2,850
|
|
|
|
380
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations
|
|
$
|
(4,499
|
)
|
|
$
|
(324
|
)
|
|
|
|
|
|
|
|
Assets and Liabilities of discontinued operations as of December 31, 2007:
|
|
|
|
|
Assets
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and temporary cash investments
|
|
$
|
7,790
|
|
Accounts receivable, net
|
|
|
90,523
|
|
Other current assets
|
|
|
26,256
|
|
|
|
|
|
Total current assets from discontinued operations
|
|
|
124,569
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
312,472
|
|
Intangible assets, net
|
|
|
40,425
|
|
Goodwill
|
|
|
119,667
|
|
Other assets
|
|
|
27,503
|
|
|
|
|
|
Total long-term assets from discontinued operations
|
|
|
500,067
|
|
|
|
|
|
|
|
|
|
|
Total assets from discontinued operations
|
|
$
|
624,636
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable
|
|
$
|
25,377
|
|
Accrued expenses
|
|
|
30,483
|
|
Other current liabilities
|
|
|
25,471
|
|
|
|
|
|
Total current liabilities from discontinued operations
|
|
|
81,331
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
20,368
|
|
Other liabilities
|
|
|
14,038
|
|
|
|
|
|
Total long-term liabilities from discontinued operations
|
|
|
34,406
|
|
|
|
|
|
|
|
|
|
|
Total liabilities of discontinued operations
|
|
$
|
115,737
|
|
|
|
|
|
|
|
As of February 8, 2008, the Company settled certain intercompany indebtedness between and among
Belo and subsidiaries of Belo Holdings, Inc. Belo Holdings, Inc. is a subsidiary of Belo. The
Company settled accounts
through offsets, contributions of such indebtedness to the capital of the debtor subsidiaries,
distributions by creditor subsidiaries and other non-cash transfers. As of the effective time
of the spin-off, the Company had contributed to the capital of A. H. Belo and its subsidiaries
the net intercompany indebtedness owed to the Company by A. H. Belo and its subsidiaries and A.
H. Belo assumed the indebtedness owed by the Company to the A. H. Belo subsidiaries.
Additionally, Belo incurred $4,249 of operating expenses in the first quarter 2008 related to
the spin-off.
|
6
|
|
Concurrent with the spin-off, on February 8, 2008, the Company amended its senior revolving
credit facility to reduce the capacity under that facility from $1,000,000 to $600,000. The
terms of the new credit facility are more fully described in Note 5. In the first quarter of
2008, Belo recorded a charge of approximately $848 related to the write-off of debt issuance
costs in connection with the amendment. These costs are included in interest expense.
|
|
|
|
In connection with the Companys spin-off of A. H. Belo, the Company entered into a separation
and distribution agreement, a services agreement, a tax matters agreement, an employee matters
agreement, which allocate liabilities and responsibilities regarding employee compensation and
benefit plans and related matters, and other agreements with A. H. Belo or its subsidiaries. In
the separation and distribution agreement, effective as of the
spin-off date, Belo and A. H. Belo will indemnify each other and certain related parties from all liabilities existing or
arising from acts and events occurring, or failing to occur (or alleged to have occurred or to
have failed to occur) regarding each others businesses, whether occurring before, at or after
the effective time of the spin-off; provided, however, that under the terms of the separation
and distribution agreement, the Company and A. H. Belo will share equally in any liabilities,
net of any applicable insurance, resulting from certain circulation-related lawsuits. See Note
9.
|
|
|
|
Under the services agreement, the Company and A. H. Belo (or their respective subsidiaries) will
provide each other various services and/or support for a period of up to two years after the
spin-off date. Payments made or other consideration provided in connection with all continuing
transactions between the Company and A. H. Belo will be on an arms-length basis or on a basis
consistent with the business purpose of the parties.
|
|
|
|
The tax matters agreement sets out each partys rights and obligations with respect to
deficiencies and refunds, if any, of federal, state, local, or foreign taxes for periods before
and after the spin-off and related matters such as the filing of tax returns and the conduct of
IRS and other audits. Under this agreement, the Company will be responsible for all income
taxes prior to the spin-off, except that A. H. Belo will be responsible for its share of income
taxes paid on a consolidated basis for the period of January 1, 2008 through February 8, 2008.
A. H. Belo will also be responsible for its income taxes incurred after the spin-off. In
addition, even though the spin-off otherwise qualifies for tax-free treatment to shareholders,
the Company (but not its shareholders) will recognize for tax purposes approximately $51,900 of
previously deferred intercompany gains in connection with the spin-off, resulting in a federal
income tax obligation of approximately $18,000, and a state tax that is not currently estimable
and which is not expected to be material. If such gains are adjusted in the future, then the
Company and A. H. Belo shall be responsible for paying the additional tax associated with any
increase in such gains in the ratio of one-third and two-thirds, respectively. With respect to
all other taxes, the Company will be responsible for taxes attributable to the television
business and related assets, and A. H. Belo will be responsible for taxes attributable to the
newspaper businesses and related assets. In addition, the Company will indemnify A. H. Belo and
A. H. Belo will indemnify the Company, for all taxes and liabilities incurred as a result of
post-spin-off actions or omissions by the indemnifying party that affect the tax consequences of
the spin-off, subject to certain exceptions.
|
|
|
|
The Companys Dallas/Fort Worth television station, WFAA-TV, and
The Dallas Morning News,
owned
by
A. H. Belo, have agreed to provide media content, cross-promotion, and other services to the
other on a mutually agreed upon basis. Prior to the spin-off,
The Dallas Morning News
and
WFAA-TV shared media content at no cost, as do other media operating companies of Belo and A. H.
Belo. That sharing is expected to continue for the foreseeable future under the agreements
discussed above. In addition, the Company and A. H. Belo co-own certain downtown Dallas real
estate through a limited liability company formed in connection with the spin-off.
|
7
(3)
|
|
The following table sets forth the reconciliation between weighted average shares used for
calculating basic and diluted earnings per share for the three months ended March 31, 2008
and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Weighted average shares for basic earnings per share
|
|
|
102,267
|
|
|
|
102,271
|
|
Effect of employee stock options and restricted stock units
|
|
|
|
|
|
|
591
|
|
|
|
|
|
|
|
|
Weighted average shares for diluted earnings per share
|
|
|
102,267
|
|
|
|
102,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options excluded
(a)
|
|
|
|
|
|
|
|
|
Number outstanding
|
|
|
12,883
|
|
|
|
9,606
|
|
Weighted average exercise price
|
|
$
|
16.75
|
|
|
$
|
19.50
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units (RSU) excluded
(b)
|
|
|
|
|
|
|
|
|
Number outstanding
|
|
|
1,126
|
|
|
|
457
|
|
Weighted average exercise price
|
|
$
|
14.48
|
|
|
$
|
14.52
|
|
|
|
|
(a)
|
|
For the three months ended March 31, 2008, all of the options were excluded due to a loss
from continuing operations. For the three months ended March 31, 2007, the options that were
excluded were those options where the exercise price is in excess of the average market price.
|
|
(b)
|
|
For the three months ended March 31, 2008, the RSUs were excluded due to a loss from
continuing operations. For the three months ended March 31, 2007, the RSUs were excluded due to
performance conditions not probable of being achieved.
|
(4)
|
|
On January 1, 2008, the Company adopted SFAS 159, The Fair Value Option for Financial Assets
and Liabilities. This statement permits entities to measure many financial instruments and
certain other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply complex hedge
accounting provisions. SFAS 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. The Company has elected not to implement the fair value
option with respect to any existing assets or liabilities, therefore the adoption of SFAS 159
had no effect on the Companys financial position or results of operations.
|
|
|
|
On January 1, 2008, the Company adopted SFAS 157, Fair Value Measurements. As allowed by FASB
Staff Position FAS 157-2, the Company has elected to defer adoption for certain non-financial
assets and liabilities until January 1, 2009. SFAS 157 establishes, among other items, a
framework for fair value measurements in the financial statements by providing a single
definition of fair value, provides guidance on the methods used to estimate fair value and
increases disclosures about estimates of fair value. The partial adoption of SFAS 157 had no
effect on the Companys financial position or results of operations.
|
|
(5)
|
|
Effective February 8, 2008, the date of the spin-off of A. H. Belo as discussed in Note 2
above, the Company entered into the First Amendment to its Amended and Restated Five-Year
Competitive Advance and Revolving Credit Facility Agreement with JPMorgan Chase Bank, N.A.,
J.P. Morgan Securities Inc., Banc of America Securities LLC, Bank of America, N.A. and other
lenders (the Credit Agreement). The First Amendment to the Credit Agreement reduced the total
amount of the Credit Agreement from $1,000,000 to $600,000 and modified certain other terms
and conditions. The facility may be used for working capital and other general corporate
purposes, including letters of credit. Revolving credit borrowings under the Credit Agreement
bear interest at a variable interest rate based on either LIBOR or a base rate, in either case
plus an applicable margin that varies depending upon the rating of the Companys senior
unsecured long-term, non-credit enhanced debt. Competitive advance borrowings bear interest
at a rate obtained from bids selected in accordance with JPMorgan Chase Banks standard
competitive advance procedures. Commitment fees depending on the Companys credit rating, of
up to 0.225 percent per year of the total unused commitment, accrue and are payable
under the facility. The Credit Agreement contains usual and customary covenants for credit
facilities of this type, including covenants limiting liens, mergers and substantial asset
sales. The Company is required to maintain certain leverage and interest coverage ratios
specified in the agreement.
|
|
(6)
|
|
Belo has a long-term incentive plan under which awards may be granted to employees and
outside directors in the form of non-qualified stock options, incentive stock options,
restricted shares, restricted stock units (RSU), performance shares, performance units and
stock appreciation rights. In addition, options may be accompanied
|
8
|
|
by stock appreciation
rights and limited stock appreciation rights. Rights and limited rights may also be issued
without accompanying options. Cash-based bonus awards are also available under the plan.
|
|
|
|
In connection with the spin-off of A. H. Belo on February 8, 2008, holders of outstanding Belo
options received adjusted Belo options for the same number of shares of Belo common stock as
held before the spin-off but with a reduced exercise price based on the closing price on
February 8, 2008. Holders also received one new A. H. Belo option for every five Belo options
held as of the spin-off date (the distribution ratio) with an exercise price based on the
closing share price on February 8. Additionally, holders of Belo RSUs retained their existing
RSUs and also received restricted stock unit awards for A. H. Belo common stock. The number of
A. H. Belo RSUs awarded to Belos RSU holders was determined using the distribution ratio. As a
result, the Belo RSUs and the A. H. Belo RSUs taken together had the same aggregate value based
on the closing prices of the Belo stock and the A. H. Belo stock on the spin-off date as the
Belo RSUs immediately prior to the spin-off. Subsequent to the spin-off, Belo recognizes
compensation cost related to all unvested modified awards for its employees and non-employee
directors that provide service to the Company.
|
|
|
|
Each stock option and RSU of Belo and A. H. Belo otherwise has the same terms as the original
awards. The awards continue to vest, as under the vesting schedules established prior to the
spin-off, based on continued employment with Belo or A. H. Belo as applicable.
|
|
|
|
Share-based compensation cost for awards to Belos employees and non-employee directors was
$3,097 and $5,462, for the three months ended March 31, 2008 and 2007, respectively. No
compensation cost is recognized related to options issued by Belo but held by employees and
non-employee directors of A. H. Belo. There was no income tax benefit recognized in equity for
share-based compensation arrangements for the three months ended March 31, 2008. The total
income tax benefit recognized in equity for share-based compensation arrangements was $11 for
the three months ended March 31, 2007.
|
|
(7)
|
|
Belo sponsors a defined contribution plan established effective October 1, 1989. The defined
contribution plan covers substantially all employees of the Company. Participants may elect
to contribute a portion of their pretax compensation as provided by the plan and Internal
Revenue Service (IRS) regulations.
|
|
|
|
Effective as of February 8, 2008, the Company transferred the vested and non-vested account
balances of A. H. Belo employees and former employees from the Companys defined contribution
plan to a defined contribution plan established and sponsored by A. H. Belo. Effective with
this transfer, A. H. Belo assumed and became solely responsible for all liabilities of the
Companys defined contribution plan with respect to A. H. Belos employees and former employees.
Subsequent to the transfer, A. H. Belo and its subsidiaries ceased to be participating
employers in the Companys defined contribution plan.
|
|
|
|
In March 2007, Belo froze benefits under the Pension Plan. As part of the curtailment of the
Pension Plan, the Company is providing transition benefits to affected employees, including
supplemental contributions to the Belo pension transition supplement plan, a defined
contribution plan, for a period of up to five years.
|
|
|
|
Prior to February 8, 2008, A. H. Belo established an A. H. Belo pension transition supplement
plan, a defined contribution plan. Concurrent with the date that the Company made its
contribution to the Companys pension transition supplement defined contribution plan for the
2007 plan year, the Company transferred the vested and non-vested account balances of A. H. Belo
employees and former employees to A. H. Belos pension transition supplement defined
contribution plan. At that time, A. H. Belo assumed and became solely responsible for all
liabilities for pension transition supplement plan benefits with respect to A. H. Belos
employees and former employees. A. H. Belo will reimburse the Company for the aggregate
contribution made by the Company to its pension transition supplement defined contribution plan
for the 2007 plan year for the account of A. H. Belo employees and former employees.
|
9
(8)
|
|
The net periodic pension cost (benefit) for the three months ended March 31, 2008 and 2007
includes the following components:
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Service cost benefits earned during the period
|
|
$
|
|
|
|
$
|
1,835
|
|
Interest cost on projected benefit obligation
|
|
|
7,549
|
|
|
|
7,317
|
|
Expected return on assets
|
|
|
(9,468
|
)
|
|
|
(9,087
|
)
|
Amortization of net loss
|
|
|
|
|
|
|
479
|
|
|
|
|
|
|
|
|
Net periodic pension cost (benefit)
|
|
$
|
(1,919
|
)
|
|
$
|
544
|
|
|
|
|
|
|
|
|
|
|
In the first quarter 2008, the Company did not make any contributions to its Pension Plan. The
Company does not expect to make contributions to the plan during 2008.
|
|
|
|
Subsequent to the spin-off of A. H. Belo, the Company retained sponsorship of the Pension Plan
and, jointly with A. H. Belo, administers benefits for the Belo and A. H. Belo current and
former employees who participate in the Pension Plan in accordance with the terms of the Pension
Plan. The spin-off will cause each A. H. Belo employee to have a separation from service for
purposes of commencing benefits under the Pension Plan at or after age 55. As sponsor of the
Pension Plan, the Company will be solely responsible for satisfying the funding obligations with
respect to the Pension Plan and retains sole discretion to determine the amount and timing of
any contributions required to satisfy such funding obligations. The Company also retains the
right, in its sole discretion, to terminate the Pension Plan. A. H. Belo will reimburse the
Company for 60 percent of each contribution the Company makes to the Pension Plan.
|
|
(9)
|
|
Under the terms of the separation and distribution agreement between the Company and A. H.
Belo, they will share equally in any liabilities, net of any applicable insurance, resulting
from the circulation-related lawsuits described in the next two paragraphs below.
|
|
|
|
On August 23, 2004, August 26, 2004, and October 5, 2004, respectively, three related lawsuits,
now consolidated, were filed by purported shareholders of the Company in the United States
District Court for the Northern District of Texas against the Company, Robert W. Decherd and
Barry T. Peckham, a former executive officer of
The Dallas Morning News
. James M. Moroney III,
an executive officer of
The Dallas Morning News,
was later added as a defendant. The complaints
arise out of the circulation overstatement at
The Dallas Morning News
announced by the Company
in 2004, alleging that the overstatement artificially inflated Belos financial results and
thereby injured investors. The plaintiffs seek to represent a purported class of shareholders
who purchased Belo common stock between May 12, 2003 and August 6, 2004 and allege violations of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On April 2, 2008, the court
denied plaintiffs motion for class certification. On April 16, 2008, plaintiffs filed a
petition with the United States Court of Appeals for the Fifth Circuit seeking permission to
appeal that denial. No class or classes have been certified and no amount of damages has been
specified. The Company believes the complaints are without merit and intends to vigorously
defend against them.
|
|
|
|
On June 3, 2005, a shareholder derivative lawsuit was filed by a purported individual
shareholder of the Company in the 191
st
Judicial District Court of Dallas County,
Texas, against Robert W. Decherd, John L. Sander, Dunia A. Shive, Dennis A. Williamson, and
James M. Moroney III; Barry T. Peckham; and Louis E. Caldera, Judith L. Craven, Stephen
Hamblett, Dealey D. Herndon, Wayne R. Sanders, France A. Córdova, Laurence E. Hirsch, J.
McDonald Williams, Henry P. Becton, Jr., Roger A. Enrico, William T. Solomon, Lloyd D. Ward, M.
Anne Szostak and Arturo Madrid, current and former directors of the Company. The lawsuit
makes various claims asserting mismanagement and breach of fiduciary duty related to the
circulation overstatement at
The Dallas Morning News.
On May 30, 2007, after a prior discovery
stay ended, the court issued an order administratively closing the case. Under the courts
order, the case is stayed and, as a result, no further action can be taken unless the case is
reinstated. The court retained jurisdiction and the case is subject to being reinstated by the
court or upon motion by any party. The court order was not a dismissal with prejudice.
|
|
|
|
On October 24, 2006, eighteen former employees of
The Dallas Morning News
filed a lawsuit
against the
The Dallas Morning News
, the Company, and others in the United States District Court
for the Northern District of Texas. The plaintiffs lawsuit alleges unlawful discrimination and
ERISA violations and includes allegations
|
10
|
|
relating to
The Dallas Morning News
circulation
overstatement (similar to the circulation-related lawsuits described above). In June 2007, the
court issued a memorandum order granting in part and denying in part defendants motion to
dismiss. In August 2007, the court dismissed certain additional claims. A trial date in
January 2009 has been set. The Company believes the lawsuit is without merit and intends to
vigorously defend against it. Pursuant to the separation and distribution agreement, A. H. Belo
has agreed to indemnify the Company for any liability arising out of this lawsuit.
|
|
|
|
In addition to the proceedings disclosed above, a number of other legal proceedings are pending
against the Company, including several actions for alleged libel and/or defamation. In the
opinion of management, liabilities, if any, arising from these other legal proceedings would not
have a material adverse effect on the results of operations, liquidity or financial position of
the Company.
|
|
|
|
Item 2.
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations
(dollars in thousands, except per share amounts)
|
The following information should be read in conjunction with the Companys Consolidated Condensed
Financial Statements and related Notes filed as part of this report.
Overview
Belo Corp. (Belo or the Company), a Delaware corporation, began as a Texas newspaper company in
1842 and today is one of the nations largest publicly-traded television companies. The Company
owns 20 television stations (nine in the top 25 U.S. markets) that reach 14 percent of U.S.
television households, including ABC, CBS, NBC, FOX, CW and MyNetwork TV affiliates, and their
associated Web sites, in 15 highly-attractive markets across the United States. The Company also
manages one television station through a local marketing agreement (LMA), and owns two local and
two regional cable news channels and holds ownership interests in two others.
On February 8, 2008, the Company completed the spin-off of its newspaper businesses and related
assets into a separate public company, A. H. Belo Corporation (A. H. Belo), with its own management
and board of directors. The spin-off was accomplished by transferring the assets and liabilities
of the newspaper businesses and related assets in the form of a pro-rata, tax-free stock dividend
to the Companys shareholders. The Company has no further ownership interest in A. H. Belo or in
any newspaper or related business, and A. H. Belo has no ownership interest in the Company or any
television station or related business. Belos relationship with A. H. Belo is now governed
primarily by a separation and distribution agreement, a services agreement and several other
agreements between the two companies or their respective subsidiaries. The Company and A. H. Belo
also co-own certain downtown Dallas, Texas, real estate and several other investments.
The
historical results of the Companys newspapers and related
assets are presented as discontinued operations due to the spin-off
described above. All prior period amounts presented in the financial
statements and Managements Discussion and Analysis of Financial
Condition and Results of Operations have been adjusted to reflect this
discontinued operations presentation.
11
The following table sets forth the Companys major media assets as of March 31, 2008:
Television Group
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Number of
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Station
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Station/
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Year Belo
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Commercial
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Station
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Audience
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Market
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News
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Acquired/
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Network
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Analog
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Stations in
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Rank in
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Share in
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Market
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Rank
(1)
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Channel
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Started
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Affiliation
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Channel
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Market
(2)
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Market
(3)
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Market
(4)
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Dallas/Fort Worth
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5
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WFAA
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1950
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ABC
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8
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16
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1
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*
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9
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Dallas/Fort Worth
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5
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TXCN
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1999
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N/A
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N/A
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N/A
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N/A
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N/A
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Houston
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10
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KHOU
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1984
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CBS
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11
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15
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2
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9
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Phoenix
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12
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KTVK
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1999
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IND
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3
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13
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4
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*
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6
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Phoenix
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12
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KASW
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2000
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CW
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61
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13
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7
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*
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3
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Seattle/Tacoma
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14
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KING
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1997
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NBC
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5
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13
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1
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10
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Seattle/Tacoma
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14
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KONG
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2000
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IND
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16
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13
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5
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*
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2
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Seattle/Tacoma
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14
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NWCN
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1997
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N/A
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N/A
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N/A
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N/A
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N/A
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St. Louis
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21
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KMOV
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1997
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CBS
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4
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8
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3
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10
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Portland
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23
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KGW
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1997
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NBC
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8
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8
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1
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11
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Charlotte
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25
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WCNC
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1997
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NBC
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36
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8
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4
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7
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San Antonio
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37
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KENS
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1997
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CBS
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5
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10
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2
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9
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San Antonio
(5)
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37
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KCWX
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CW
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2
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10
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9
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*
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1
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Hampton/Norfolk
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42
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WVEC
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1984
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ABC
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13
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8
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2
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10
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Louisville
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48
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WHAS
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1997
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ABC
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11
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7
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1
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12
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Austin
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51
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KVUE
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1999
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ABC
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24
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7
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1
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9
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New Orleans
(6)
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53
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WWL
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1994
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CBS
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4
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8
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1
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15
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New Orleans
(7)
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53
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WUPL
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2007
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MNTV
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54
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8
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6
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1
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Tucson
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68
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KMSB
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1997
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FOX
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11
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9
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4
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6
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Tucson
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68
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KTTU
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2002
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MNTV
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18
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9
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5
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*
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2
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Spokane
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77
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KREM
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1997
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CBS
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2
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7
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2
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12
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Spokane
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77
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KSKN
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2001
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CW
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22
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7
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5
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2
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Boise
(8)(9)
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113
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KTVB
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1997
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NBC
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7
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5
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1
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24
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(1)
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Market rank is based on the relative size of the television market Designated Market Area
(DMA), among the 210 generally recognized DMAs in the United States, based on the September
2007 Nielsen Media Research report.
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(2)
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Represents the number of analog television stations (both VHF and UHF) broadcasting in the
market, excluding public stations, low power broadcast stations and cable channels.
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(3)
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Station rank is derived from the stations rating, which is based on the February 2008
Nielsen Media Research report of the number of television households tuned to the Companys
station for the Sunday-Saturday 5:00 a.m. to 2:00 a.m. period (sign-on/sign-off) as a
percentage of the number of television households in the market.
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(4)
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Station audience share is based on the February 2008 Nielsen Media Research report of the
number of television households tuned to the station as a percentage of the number of
television households with sets in use in the market for the sign-on/sign-off period.
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(5)
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Belo operates KCWX-TV through a local marketing agreement.
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(6)
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WWL also produces NewsWatch on Channel 15, an around-the-clock local news and weather cable
channel.
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(7)
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On February 26, 2007, Belo purchased WUPL-TV. Included in the purchase was WBXN-CA, a Class
A television station in New Orleans, Louisiana.
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(8)
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The Company also owns KTFT-LP (NBC), a low power television station in Twin Falls, Idaho.
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(9)
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Using its digital multicast capabilities, in 2003 KTVB launched 24/7 Local News Channel, an
around-the-clock local news and weather channel.
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*
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Tied with one or more stations in the market.
|
The Company intends for the discussion of its financial condition and results of operations that
follows to provide information that will assist in understanding the Companys financial
statements, the changes in certain key items in those statements from period to period and the
primary factors that accounted for those changes, as well as how certain accounting principles,
policies and estimates affect the Companys financial statements.
12
Results of Operations
(Dollars in thousands, except per share amounts)
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|
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|
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Percentage
|
|
|
|
|
Three Months ended March 31,
|
|
2008
|
|
|
Change
|
|
|
2007
|
|
|
Net operating revenues
|
|
$
|
174,827
|
|
|
|
(2.0
|
%)
|
|
$
|
178,341
|
|
Operating costs and expenses
|
|
|
140,310
|
|
|
|
5.1
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%
|
|
|
133,464
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations
|
|
|
34,517
|
|
|
|
(23.1
|
%)
|
|
|
44,877
|
|
Other income (expense)
|
|
|
(22,475
|
)
|
|
|
17.9
|
%
|
|
|
(19,064
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
before income taxes
|
|
|
12,042
|
|
|
|
(53.3
|
%)
|
|
|
25,813
|
|
Income taxes
|
|
|
(22,922
|
)
|
|
|
128.4
|
%
|
|
|
(10,038
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings(loss) from continuing operations
|
|
|
(10,880
|
)
|
|
|
(169.0
|
%)
|
|
|
15,775
|
|
Discontinued operations, net of tax
|
|
|
(4,499
|
)
|
|
|
1,288.6
|
%
|
|
|
(324
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
(15,379
|
)
|
|
|
(199.5
|
%)
|
|
$
|
15,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
Three Months ended March 31,
|
|
2008
|
|
|
Change
|
|
|
2007
|
|
|
Non-political advertising
|
|
$
|
155,236
|
|
|
|
(6.4
|
%)
|
|
$
|
165,809
|
|
Political advertising
|
|
|
5,068
|
|
|
|
553.9
|
%
|
|
|
775
|
|
Other
|
|
|
14,523
|
|
|
|
23.5
|
%
|
|
|
11,758
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
174,827
|
|
|
|
(2.0
|
%)
|
|
$
|
178,342
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-political advertising revenues decreased $10,573, or 6.4 percent, in the first three months of
2008 as compared to the first three months of 2007. This decrease is primarily due to a $12,313,
or 7.8 percent, decrease in local and national spot revenue. Spot revenue decreases in the
automotive, health and beauty, grocery and telecommunications categories were partially offset by
increases in the pharmaceutical and insurance categories. The spot revenue decreases were
partially offset by an increase in Internet advertising revenues of $1,666, or 31.7 percent.
Political advertising revenues increased $4,293 in the first quarter 2008 as compared with the
first quarter 2007. Political revenues are generally higher in even-numbered years than in
odd-numbered years due to elections for various state and national offices. Other revenues
increased primarily due to increases in retransmission revenues.
Operating Costs and Expenses
Station salaries, wages and employee benefits increased $2,651, or 4.5 percent, primarily due to
increases in full-time salaries of $1,108, benefits and payroll taxes of $776, and share-based
compensation of $720, partially offset by a decrease in bonus expense. Station programming and
other operating costs increased $1,572, or 3.0 percent, primarily due to an increase in outside
services. Corporate operating costs decreased $1,460, or 13.8 percent, primarily due to an
increase in the pension benefit primarily related to the curtailment of the Companys defined
benefit pension plan and an increase in the discount rate applied to future pension obligations.
During the first
quarter 2008, the Company incurred $4,249 in charges related to the spin-off of its newspaper
businesses and related assets mentioned above.
Other income (expense)
Interest expense decreased primarily due to lower interest rates when in the second quarter 2007,
the Company repaid $234,477 of outstanding 7-1/8 percent senior notes with funds from the revolving
credit facility, which has a lower interest rate. This decrease was partially offset by a charge
of $848 related to amending the Companys credit facility.
Other income (expense) net decreased $4,818 in the first quarter 2008 compared to the first quarter
2007 primarily due to an insurance settlement of $4,000 received in the first quarter 2007, related
to losses suffered from Hurricane Katrina.
13
Income taxes increased $12,884, or 128.4 percent, for the three months ended March 31, 2008,
compared with the three months ended March 31, 2007, primarily due to additional taxes related to
the spin-off of the Companys newspaper businesses and related assets. Even though the spin-off
otherwise qualifies for tax-free treatment to shareholders, the Company (but not its shareholders)
will recognize for tax purposes approximately $51,900 of previously deferred intercompany gains
related to the transfer of certain intangibles to A. H. Belo, resulting in a federal income tax
obligation of approximately $18,235.
Discontinued Operations
The historical results of the Companys newspapers and related assets are presented as discontinued
operations due to the spin-off of these assets into a separate public company on February 8, 2008.
All prior period amounts presented in the financial statements and Managements Discussion and
Analysis of Financial Condition and Results of Operations have been adjusted to reflect this
discontinued operations presentation.
Liquidity and Capital Resources
Operating Cash Flows
Net cash
provided by operations, bank borrowings and long-term debt are Belos primary sources of
liquidity. Net cash used for operations was $1,437 in the first quarter 2008 compared with net
cash provided by operations of $41,891 in the first quarter 2007. The 2008 operating cash flows
consisted of $463 used for continuing operations and $974 used for
discontinued operations. The 2007 cash flows consisted of $23,237
provided by continuing operations and $18,654 provided by
discontinued operations. The 2008 cash flows were primarily used for
routine changes in our working capital requirements, payment of
supplemental retirement costs, and payment of spin-off related cost.
The 2007 cash flows were primarily used for routine changes in our working
capital requirements, including a $17,600 federal tax extension payment the Company made in the
first quarter 2007.
The Company believes its current financial condition and credit relationships are adequate to fund
its current obligations.
Investing Cash Flows
Net cash flows used in investing activities were $6,535 in the first quarter 2008 compared to
$19,639 in the first quarter 2007. The 2008 investing cash flows consisted of $6,231 used in
continuing operations investing activities and $304 used in discontinued operations investing
activities. The change from 2007 cash flows are primarily
attributable to higher capital expenditures in the first quarter 2007.
Capital Expenditures
Total capital expenditures for continuing operations were $6,136 in the first quarter 2008 compared
with $11,840 in the first quarter 2007. Total capital expenditures for discontinued operations
were $304 in the first quarter 2008 compared with $3,382 in the first quarter 2007.
Acquisition
On February 26, 2007, the Company purchased the assets of WUPL-TV, the My Network TV affiliate, in
New Orleans, Louisiana.
Financing Cash Flows
Net cash flows provided by financing activities were $3,327 in the first quarter 2008 compared with
net cash flows used for financing activities of $16,013 in the first quarter 2007. There were no
financing cash flows from discontinued operations for either period. The 2008 financing activity cash flows
consisted primarily of borrowings and repayments under the Companys revolving credit facility,
dividends on common stock and repurchase of treasury stock as described below. The 2007 cash flows
from continuing operations financing activities are primarily dividends on common stock and
repurchase of treasury stock.
14
Long-Term Debt
At March 31, 2008, Belo had $1,049,125 in fixed-rate debt securities as follows: $350,000 of 8%
Senior Notes due 2008; $249,125 of 6-3/4% Senior Notes due 2013, $200,000 of 7-3/4% Senior
Debentures due 2027; and $250,000 of 7-1/4% Senior Debentures due 2027. The weighted average
effective interest rate for the fixed-rate debt instruments is 7.5%. The Company expects to repay
the $350,000 of 8% Senior Notes due November 1, 2008, with available funds and borrowings under
long-term facilities including funds drawn from its revolving credit facility.
Effective February 8, 2008, the date of the spin-off of A. H. Belo, the Company entered into the
First Amendment to its Amended and Restated Five-Year Competitive Advance and Revolving Credit
Facility Agreement with JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Banc of America
Securities LLC, Bank of America, N.A. and other lenders (the Credit Agreement). The First
Amendment to the reduced the total amount of the Credit Agreement from $1,000,000 to $600,000 and
modified certain other terms and conditions. The facility may be used for working capital and
other general corporate purposes, including letters of credit. Revolving credit borrowings under
the 2008 Credit Agreement bear interest at a variable interest rate based on either LIBOR or a base
rate, in either case plus an applicable margin that varies depending upon the rating of the
Companys senior unsecured long-term, non-credit enhanced debt. Competitive advance borrowings
bear interest at a rate obtained from bids selected in accordance with JPMorgan Chase Banks
standard competitive advance procedures. Commitment fees depending on the Companys credit rating,
of up to 0.225 percent per year of the total unused commitment, accrue and are payable under the
facility. The Credit Agreement contains usual and customary covenants for credit facilities of
this type, including covenants limiting liens, mergers and substantial asset sales. The Company is
required to maintain certain leverage and interest coverage ratios specified in the agreement. At
March 31, 2008, the Company was in compliance with all debt covenant requirements. As of March 31,
2008, there were borrowings outstanding of $137,350 and the weighted average interest rate was
4.0%.
Dividends
On January 25, 2008, the Company paid fourth quarter 2007 dividends of $.125 per share, or $12,782,
on Series A and Series B common stock outstanding to shareholders of record on January 10, 2008.
The Company declared first quarter 2008 dividends of $.075 cents per share, on Series A and Series
B common stock outstanding to be paid on June 6, 2008 to shareholders of record on May 16, 2008.
Share Repurchase Program
In the first quarter 2008, the Company purchased 191,000 shares of its Series A common stock under
a stock repurchase program pursuant to authorization from Belos Board of Directors in December
2005. The remaining authorization for the repurchase of shares as of March 31, 2008 under this
authority was 13,030,716 shares. In addition, the Company has a stock repurchase program
authorizing the purchase of up to $2,500 of common stock annually. During the first quarter 2008,
no shares were repurchased under this program. There is no expiration date for these repurchase
programs. The total cost of the treasury shares purchased in the first quarter 2008 was $2,203.
All shares repurchased in the first quarter 2008 were retired as of March 31, 2008.
Other
The Company has various sources available to meet its 2008 capital and operating commitments,
including cash on hand, short-term investments, internally-generated funds and a $600,000 revolving
credit facility. The Company believes its resources are adequate to meet its foreseeable needs.
Recent Accounting Pronouncements
On January 1, 2008, the Company adopted Statement of Financial Accounting Standard (SFAS) 159, The
Fair Value Option for Financial Assets and Liabilities. This statement permits entities to
measure many financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and
15
liabilities differently without having to
apply complex hedge accounting provisions. SFAS 159 is effective for financial statements issued
for fiscal years beginning after November 15, 2007. The Company has elected not to implement the
fair value option with respect to any existing assets or liabilities, therefore the adoption of
SFAS 159 had no impact on the Companys financial position or results of operations.
On January 1, 2008, the Company adopted SFAS 157, Fair Value Measurements. As allowed by FASB
Staff Position FAS 157-2, the Company has elected to defer adoption for certain non-financial assets and liabilities until January 1, 2009. SFAS
157 establishes, among other items, a framework for fair value measurements in the financial
statements by providing a single definition of fair value, provides guidance on the methods used to
estimate fair value and increases disclosures about estimates of fair value. The partial adoption
of SFAS 157 had no impact on the Companys financial position or results of operations.
Forward-Looking Statements
Statements in this Form 10-Q concerning Belos business outlook or future economic performance,
anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, future
financings 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, uncertainties regarding the
costs, consequences (including tax consequences) and other effects of the distribution of the
newspaper businesses and related assets of Belo; changes in capital market conditions and
prospects, and other factors such as changes in advertising demand, interest rates and programming
and production costs; changes in viewership patterns and demography, and actions by Nielsen;
changes in network-affiliate business model for broadcast television; technological changes,
including the transition to digital television and the development of new systems to distribute
television and other audio-visual content; changes in the ability to secure, and in the terms of,
carriage of Belo programming on cable, satellite and other program distribution methods;
development of Internet commerce; industry cycles; changes in pricing or other actions by
competitors and suppliers; Federal Communications Commission and other regulatory, tax and legal
changes; adoption of new accounting standards or changes in existing accounting standards by the
Financial Accounting Standards Board or other accounting standard-setting bodies or authorities;
the effects of Company acquisitions, dispositions and co-owned ventures; general economic
conditions; and significant armed conflict, as well as other risks detailed in Belos other public
disclosures, and filings with the Securities and Exchange Commission (SEC), including the Annual
Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Other than as disclosed, there have been no material changes in the Companys exposure to market
risk from the disclosure included in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2007.
Item 4. Controls and Procedures
During the quarter ended March 31, 2008, there were no changes in the Companys internal control
over financial reporting that have materially affected, or are reasonably likely to materially
affect, Belos internal control over financial reporting.
The Company carried out an evaluation under the supervision and with the participation of the
Companys management, including the Companys president and Chief Executive Officer and executive
vice president/Chief Financial Officer, of the effectiveness of the Companys disclosure controls
and procedures, as of the end of the period covered by this report. Based upon that evaluation,
the president and Chief Executive Officer and executive vice president/Chief Financial Officer
concluded that, as of the end of the period covered by this report, the Companys disclosure
controls and procedures were effective such that information relating to the Company (including its
consolidated subsidiaries) required to be disclosed in the Companys SEC reports (i) is recorded,
processed, summarized and reported within the time periods specified in the SEC rules and forms and
(ii) is accumulated and communicated to the Companys management, including the president and Chief
Executive Officer and executive vice president/Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.
16
PART II.
Item 1. Legal Proceedings
In addition to the disclosure below and proceedings previously disclosed (see Note 9 to the
Consolidated Condensed Financial Statements in Part I, Item 1), a number of other legal proceedings
are pending against the Company, including several actions for alleged libel and/or defamation. In
the opinion of management, liabilities, if any, arising from these other legal proceedings would
not have a material adverse effect on the results of operations, liquidity or financial position of
the Company.
On August 23, 2004, August 26, 2004, and October 5, 2004, respectively, three related lawsuits, now
consolidated, were filed by purported shareholders of the Company in the United States District
Court for the Northern District of Texas against the Company, Robert W. Decherd and Barry T.
Peckham, a former executive officer of
The Dallas Morning News
. James M. Moroney III, an executive
officer of
The Dallas Morning News,
was later added as a defendant. The complaints arise out of
the circulation overstatement at
The Dallas Morning News
announced by the Company in 2004, alleging
that the overstatement artificially inflated Belos financial results and thereby injured
investors. The plaintiffs seek to represent a purported class of shareholders who purchased Belo
common stock between May 12, 2003 and August 6, 2004 and allege violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934. On April 2, 2008, the court denied plaintiffs
motion for class certification. On April 16, 2008, plaintiffs filed a petition with the United
States Court of Appeals for the Fifth Circuit seeking permission to appeal that denial. No class
or classes have been certified and no amount of damages has been specified. The Company believes
the complaints are without merit and intends to vigorously defend against them.
Item 1A. Risk Factors
There have been no material changes in the Companys risk factors from the disclosure included in
the Annual Report on Form-10-K for the fiscal year ended December 31, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There have been no unregistered sales of equity securities in the last
three years. All repurchases of securities detailed below were retired in the quarter they were
repurchased.
Issuer Purchases of Equity Securities
The following table sets forth the Companys Series A common stock repurchases during the three
months ended March 31, 2008. The Company did not repurchase any shares of Series B Common Stock
during the quarter ended March 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares
|
|
Maximum Number of
|
|
|
(a)
|
|
(b)
|
|
Purchased as Part of
|
|
Shares that May Yet be
|
|
|
Total Number of
|
|
Average Price
|
|
Publicly Announced
|
|
Purchased Under the
|
Period
|
|
Shares Purchased
|
|
Paid per Share
|
|
Plans or Programs
|
|
Plans or Programs
(1)
|
|
January 1, 2008
through January 31,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,221,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 1, 2008
through February
28, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,221,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 1, 2008
through March 31,
2008
|
|
|
191,000
|
|
|
$
|
11.50
|
|
|
|
191,000
|
|
|
|
13,030,716
|
|
|
Total
|
|
|
191,000
|
|
|
$
|
11.50
|
|
|
|
191,000
|
|
|
|
13,030,716
|
|
|
|
|
|
(1)
|
|
In December 2005, the Companys Board of Directors authorized the repurchase of up to
15,000,000 shares of common stock. As of March 31, 2008, the Company had 13,030,716 remaining
shares under the December 2005 purchase authority. In addition, Belo has a stock repurchase
program authorizing the purchase of up to $2,500 of Company stock annually. There is no
expiration date for these repurchase programs.
|
17
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
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously
filed by the Company with the Securities and Exchange Commission, as indicated. All other
documents are filed with this report. Exhibits marked with a tilde (~) are management
contracts, compensatory plan contracts or arrangements filed pursuant to Item
601(b)(10)(iii)(A) of Regulation S-K.
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
2.1
|
*
|
Separation and Distribution Agreement by and between Belo Corp. and A. H.
Belo Corporation dated as of February 8, 2008 (Exhibit 2.1 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange Commission on February 12,
2008 (Securities and Exchange Commission File No. 001-08598)(the February 12, 2008
Form 8-K))
|
|
|
3.1
|
*
|
Certificate of Incorporation of the Company (Exhibit 3.1 to the Companys
Annual Report on Form 10-K dated March 15, 2000 (Securities and Exchange Commission
File No. 001-08598) (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 13, 1998 (Exhibit 3.6 to the Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 (Securities and Exchange Commission File No. 002-74702)(the
2
nd
Quarter 1998 Form 10-Q))
|
18
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
3.7
|
*
|
Certificate of Ownership and Merger, dated December 20, 2000, but effective
as of 11:59 p.m. on December 31, 2000 (Exhibit 99.2 to the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission on December 29, 2000
(Securities and Exchange Commission File No. 001-08598))
|
|
|
3.8
|
*
|
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)
|
|
|
3.9
|
*
|
Certificate of Designation of Series B Common Stock of the Company dated May
4, 1988 (Exhibit 3.8 to the 1999 Form 10-K)
|
|
|
3.10
|
*
|
Amended and Restated Bylaws of the Company, effective December 31, 2000
(Exhibit 3.10 to the Companys Annual Report on Form 10-K dated March 13, 2001
(Securities and Exchange Commission File No. 001-08598)(the 2000 Form 10-K))
|
|
|
3.11
|
*
|
Amendment No. 1 to Amended and Restated Bylaws of the Company, effective
February 7, 2003 (Exhibit 3.11 to the Companys Annual Report on Form 10-K dated March
12, 2003 (Securities and Exchange Commission File No. 001-08598)(the 2002 Form 10-K))
|
|
|
3.12
|
*
|
Amendment No. 2 to Amended and Restated Bylaws of the Company, effective May
9, 2005 (Exhibit 3.12 to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005 (Securities and Exchange Commission File No. 001-08598))
|
|
|
3.13
|
*
|
Amendment No. 3 to Amended and Restated Bylaws of the Company, effective July
27, 2007 (Exhibit 99.3 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 30, 2007 (Securities and Exchange Commission
File No. 001-08598))
|
|
|
4.1
|
|
Certain rights of the holders of the Companys Common Stock are set forth in
Exhibits 3.1-3.13 above
|
|
|
4.2
|
*
|
Specimen Form of Certificate representing shares of the Companys Series A
Common Stock (Exhibit 4.2 to the 2000 Form 10-K)
|
|
|
4.3
|
*
|
Specimen Form of Certificate representing shares of the Companys Series B
Common Stock (Exhibit 4.3 to the 2000 Form 10-K)
|
|
|
4.4
|
|
Instruments defining rights of debt securities:
|
|
(1)
|
*
|
Indenture dated as of June 1, 1997 between the Company and
The Chase Manhattan Bank, as Trustee (the Indenture)(Exhibit 4.6(1) to the
Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
(Securities and Exchange Commission File No. 002-74702)(the 2
nd
Quarter 1997 Form 10-Q))
|
|
|
(3)
|
*
|
$200 million 7-3/4% Senior Debenture due 2027 (Exhibit 4.6(4)
to the 2
nd
Quarter 1997 Form 10-Q)
|
|
|
(4)
|
*
|
Officers Certificate dated June 13, 1997 establishing terms
of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.6(5) to
the 2
nd
Quarter 1997 Form 10-Q)
|
|
|
(5)
|
*
|
(a) $200 million 7-1/4% Senior Debenture due 2027 (Exhibit
4.6(6)(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 (Securities and Exchange Commission File No. 002-74702)(the
3
rd
Quarter 1997 Form 10-Q))
|
|
|
|
*
|
(b) $50 million 7-1/4% Senior Debenture due 2027
(Exhibit 4.6(6)(b) to the 3
rd
Quarter 1997 Form 10-Q)
|
|
|
(6)
|
*
|
Officers Certificate dated September 26, 1997 establishing
terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit
4.6(7) to the 3
rd
Quarter 1997 Form 10-Q)
|
19
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
(7)
|
*
|
$350 million 8.00% Senior Note due 2008 (Exhibit 4.7(8) to
the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,
2001 (Securities and Exchange Commission File No. 001-08598)(the
3
rd
Quarter 2001 Form 10-Q))
|
|
|
(8)
|
*
|
Officers Certificate dated November 1, 2001 establishing
terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit
4.7(9) to the 3
rd
Quarter 2001 Form 10-Q)
|
|
|
(9)
|
*
|
Form of Belo Corp. 6-3/4% Senior Notes due 2013 (Exhibit 4.3
to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 26, 2006 (Securities and Exchange Commission File
No. 001-08598)(the May 26, 2006 Form 8-K))
|
|
|
(10)
|
*
|
Officers Certificate dated May 26, 2006 establishing terms
of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.2 to the
May 26, 2006 Form 8-K)
|
|
|
(11)
|
*
|
Underwriting Agreement Standard Provisions (Debt Securities),
dated May 24, 2006 (Exhibit 1.1 to the May 26, 2006
Form 8-K)
|
|
|
(12)
|
*
|
Underwriting Agreement, dated May 24, 2006, between the
Company, Banc of America Securities LLC and JPMorgan Securities, Inc. (Exhibit
1.2 to the May 26, 2006 Form 8-K)
|
|
10.1
|
|
Financing agreements:
|
|
(1)
|
*
|
Amended and Restated Five-Year Competitive Advance and
Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company,
as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and
Joint Bookrunners; Bank of America, N.A., as Syndication Agent; and SunTrust
Bank, The Bank of New York, and BNP Paribas, as Documentation Agents; and
Mizuho Corporate Bank, Ltd., as Co-Documentation Agent (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed June 7, 2006 (Securities and
Exchange Commission File No. 001-08598))
|
|
|
(2)
|
*
|
First Amendment dated as of February 4, 2008 to the Amended
and Restated Five-Year Competitive Advance and Revolving Credit Facility
Agreement dated as of June 7, 2006 among the Company and the Lenders party
thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 99.1 to
the Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 5, 2008 (Securities and Exchange Commission File No.
001-08598))
|
|
*
|
(a)
|
Belo Savings Plan Amended and Restated effective
August 1, 2004 (Exhibit 10.2(1)(a) to the Companys Quarterly Report on Form
10-Q for the quarter ended June 30, 2004 (Securities and Exchange Commission
File No. 001-08598)(the 2
nd
Quarter 2004 Form 10-Q))
|
|
|
*
|
(b)
|
First Amendment to the Belo Savings Plan (as Amended
and Restated effective August 1, 2004), dated March 1, 2005 (Exhibit
10.2(1)(b) to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006 (Securities and Exchange Commission File No.
001-08598)(the 1
st
Quarter 2006 Form 10-Q))
|
|
|
*
|
(c)
|
Second Amendment to the Belo Savings Plan (as Amended
and Restated effective August 1, 2004), dated December 1, 2005 (Exhibit
10.2(1)(c) to the 1
st
Quarter 2006 Form 10-Q)
|
|
|
*
|
(d)
|
Third Amendment to the Belo Savings Plan (as Amended
and Restated effective August 1, 2004), dated September 29, 2006 (Exhibit
10.2(1)(d) to the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2006 (Securities and Exchange Commission File No.
001-08598))
|
|
|
*
|
(e)
|
Fourth Amendment to the Belo Savings Plan (as Amended
and Restated effective August 1, 2004), dated November 30, 2006 (Exhibit
10.2(1)(e) to the Companys Annual Report on Form 10-K dated March 1, 2007
(Securities and Exchange Commission File No. 001-08598)(the 2006 Form
10-K))
|
20
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
*
|
(f)
|
Fifth Amendment to the Belo Savings Plan (as Amended
and Restated effective August 1, 2004), dated May 7, 2007 (Exhibit
10.2(1)(f) to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 (Securities and Exchange Commission File No. 001-08598))
|
|
|
*
|
(g)
|
Belo Savings Plan Amended and Restated effective
January 1, 2008 (Exhibit 99.1 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 11, 2007
(Securities and Exchange Commission File No. 001-08598)(the December 11,
2007 Form 8-K))
|
|
~(2)
|
|
Belo 1986 Long-Term Incentive Plan:
|
|
*
|
(a)
|
Belo Corp. 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 Companys Annual Report on Form 10-K dated March 10, 1997 (Securities
and Exchange Commission File No. 001-08598)(the 1996 Form 10-K))
|
|
|
*
|
(b)
|
Amendment No. 6 to 1986 Long-Term Incentive Plan,
dated May 6, 1992 (Exhibit 10.3(2)(b) to the Companys Annual Report on
Form 10-K dated March 19, 1998 (Securities and Exchange Commission File No.
002-74702)(the 1997 Form 10-K))
|
|
|
*
|
(c)
|
Amendment No. 7 to 1986 Long-Term Incentive Plan,
dated October 25, 1995 (Exhibit 10.2(2)(c) to the 1999
Form 10-K)
|
|
|
*
|
(d)
|
Amendment No. 8 to 1986 Long-Term Incentive Plan,
dated July 21, 1998 (Exhibit 10.3(2)(d) to the 2
nd
Quarter 1998
Form 10-Q)
|
|
~(3)
|
*
|
Belo 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 10.2(3)(a) to the 2
nd
Quarter 1998
Form 10-Q)
|
|
|
*
|
(b)
|
Amendment to 1995 Executive Compensation Plan,
dated December 16, 1999 (Exhibit 10.2(3)(b) to the 1999 Form 10-K)
|
|
|
*
|
(c)
|
Amendment to 1995 Executive Compensation Plan,
dated December 5, 2003 (Exhibit 10.3(3)(c) to the Companys Annual Report
on Form 10-K dated March 4, 2004 (Securities and Exchange Commission File
No. 001-08598)(the 2003 Form 10-K))
|
|
|
*
|
(d)
|
Form of Belo Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.2(3)(d) to the Companys
Annual Report on Form 10-K dated March 6, 2006 (Securities and Exchange
Commission File No. 001-08598)(the 2005 Form 10-K))
|
|
~(4)
|
*
|
Management Security Plan (Exhibit 10.3(1) to the 1996 Form 10-K)
|
|
*
|
(a)
|
Amendment to Management Security Plan of Belo Corp.
and Affiliated Companies (as Restated Effective January 1, 1982) (Exhibit
10.2(4)(a) to the 1999 Form 10-K)
|
|
~(5)
|
|
Belo Supplemental Executive Retirement Plan
|
|
*
|
(a)
|
Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2004 (Exhibit 10.2(5)(a) to the
2003 Form 10-K)
|
|
|
*
|
(b)
|
Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2007 (Exhibit 99.6 to the
December 11, 2007 Form 8-K)
|
|
~(6)
|
*
|
Belo Pension Transition Supplement Restoration Plan effective
April 1, 2007 (Exhibit 99.5 to the December 11, 2007
Form 8-K)
|
|
~(7)
|
*
|
Belo 2000 Executive Compensation Plan (Exhibit 4.15 to the
Companys Registration Statement on Form S-8 (Securities and Exchange Commission
File No. 333-43056) filed with the Securities and Exchange Commission on August
4, 2000)
|
|
*
|
(a)
|
First Amendment to Belo 2000 Executive Compensation
Plan effective as of December 31, 2000 (Exhibit 10.2(6)(a) to the 2002 Form
10-K)
|
|
|
*
|
(b)
|
Second Amendment to Belo 2000 Executive
Compensation Plan dated December 5, 2002 (Exhibit 10.2(6)(b) to the 2002
Form 10-K)
|
21
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
*
|
(c)
|
Third Amendment to Belo 2000 Executive Compensation
Plan dated December 5, 2003 (Exhibit 10.2(6)(c) to the 2003 Form 10-K)
|
|
|
*
|
(d)
|
Form of Belo Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.2(6)(d) to the 2005 Form 10-K)
|
|
~(8)
|
*
|
Belo 2004 Executive Compensation Plan (Exhibit 10.2(6) to the
2
nd
Quarter 2004 Form 10-Q)
|
|
*
|
(a)
|
Form of Belo 2004 Executive Compensation Plan Award
Notification for Executive Time-Based Restricted Stock Unit Awards (Exhibit
10.1 to the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 2, 2006 (Securities and Exchange
Commission File No. 001-08598) (the March 2, 2006 Form 8-K))
|
|
|
*
|
(b)
|
Form of Belo 2004 Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.2 to the March 2, 2006 Form
8-K)
|
|
|
*
|
(c)
|
Form of Award Notification under the Belo 2004
Executive Compensation Plan for Non-Employee Director Awards (Exhibit 10.2
to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 12, 2005 (Securities and Exchange
Commission File No. 001-08598) (the December 12, 2005 Form 8-K))
|
|
|
*
|
(d)
|
First Amendment to the Belo 2004 Executive
Compensation Plan, dated November 30, 2006 (Exhibit 10.2(7)(d) to the 2006
Form 10-K)
|
|
|
*
|
(e)
|
Second Amendment to the Belo 2004 Executive
Compensation Plan, dated December 7, 2007 (Exhibit 99.2 to the December 11,
2007 Form 8-K)
|
|
~(9)
|
*
|
Summary of Non-Employee Director Compensation (Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 28, 2008 (Securities and Exchange Commission File No.
001-08598))
|
|
~(10)
|
*
|
Belo Corp. Change In Control Severance Plan (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 1, 2007 (Securities and Exchange Commission file No.
001-08598))
|
|
10.3
|
|
Agreements relating to the distribution of A. H. Belo:
|
|
(1)
|
*
|
Tax Matters Agreement
by and between Belo
Corp. and A. H. Belo
Corporation dated as
of February 8, 2008
(Exhibit 10.1 to the
February 12, 2008
Form 8-K)
|
|
|
(2)
|
*
|
Employee Matters
Agreement by and
between Belo Corp.
and A. H. Belo
Corporation dated as
of February 8, 2008
(Exhibit 10.2 to the
February 12, 2008
Form 8-K)
|
|
|
(3)
|
*
|
Services Agreement by
and between Belo
Corp. and A. H. Belo
Corporation dated as
of February 8, 2008
(Exhibit 10.3 to the
February 12, 2008
Form 8-K)
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
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32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
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22
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.
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BELO CORP.
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May 12, 2008
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By:
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/s/ Dennis A. Williamson
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Dennis A. Williamson
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Executive Vice President/
Chief Financial Officer
(Authorized Officer, Principal Financial Officer)
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May 12, 2008
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By:
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/s/ Carey P. Hendrickson
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Carey P. Hendrickson
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Senior Vice President/Chief Accounting Officer
(Principal Accounting Officer)
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23
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