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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-8598
BELO CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 75-0135890
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
P. O. BOX 655237
DALLAS, TEXAS 75265-5237
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (214) 977-6606
Former name, former address and former fiscal year, if
changed since last report.
NONE
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
-------- --------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT APRIL 30, 2002
----- -----------------------------
Common Stock, $1.67 par value 111,822,436*
* Consisting of 93,742,325 shares of Series A Common Stock and 18,080,111
shares of Series B Common Stock.
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BELO CORP.
FORM 10-Q
TABLE OF CONTENTS
PAGE
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements ........................................... 1
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations ............... 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk ..... 11
PART II OTHER INFORMATION
Item 1. Legal Proceedings .............................................. 11
Item 2. Changes in Securities and Use of Proceeds ...................... 11
Item 3. Defaults Upon Senior Securities ................................ 11
Item 4. Submission of Matters to a Vote of Security Holders ............ 11
Item 5. Other Information .............................................. 11
Item 6. Exhibits and Reports on Form 8-K ............................... 11
i
PART I.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Belo Corp. and Subsidiaries
Three months ended March 31,
--------------------------------------------------------------------------------
In thousands, except per share amounts (unaudited) 2002 2001
--------------------------------------------------------------------------------
NET OPERATING REVENUES $ 319,857 $ 331,547
OPERATING COSTS AND EXPENSES
Salaries, wages and employee benefits 123,105 126,182
Other production, distribution and operating costs 88,919 89,478
Newsprint, ink and other supplies 28,869 38,433
Depreciation 24,319 25,367
Amortization 1,642 20,251
--------- ---------
Total operating costs and expenses 266,854 299,711
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Earnings from operations 53,003 31,836
OTHER INCOME AND EXPENSE
Interest expense (28,293) (30,909)
Other, net 2,202 252
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Total other income and expense (26,091) (30,657)
EARNINGS
Earnings before income taxes 26,912 1,179
Income taxes 10,148 556
--------- ---------
Net earnings $ 16,764 $ 623
========= =========
NET EARNINGS PER SHARE
Basic $ .15 $ .01
Diluted $ .15 $ .01
AVERAGE SHARES OUTSTANDING
Basic 110,805 109,544
Diluted 112,297 110,093
CASH DIVIDENDS DECLARED PER SHARE $ .075 $ .075
--------------------------------------------------------------------------------
See accompanying Notes to Consolidated Condensed Financial Statements.
1
CONSOLIDATED CONDENSED BALANCE SHEETS
Belo Corp. and Subsidiaries
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March 31, December 31,
In thousands, except share and per share amounts (Current year unaudited) 2002 2001
-----------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and temporary cash investments $ 32,316 $ 35,913
Accounts receivable, net 204,413 231,673
Other current assets 52,618 64,593
---------- ----------
Total current assets 289,347 332,179
Property, plant and equipment, net 579,907 597,106
Intangible assets, net 1,377,889 1,368,385
Goodwill, net 1,255,262 1,255,262
Other assets 101,004 119,293
---------- ----------
Total assets $3,603,409 $3,672,225
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 46,627 $ 60,347
Accrued expenses 85,380 85,911
Other current liabilities 56,528 39,142
---------- ----------
Total current liabilities 188,535 185,400
Long-term debt 1,603,200 1,696,900
Deferred income taxes 412,542 416,500
Other liabilities 52,143 52,680
Shareholders' equity:
Preferred stock, $1.00 par value. Authorized
5,000,000 shares; none issued
Common stock, $1.67 par value. Authorized
450,000,000 shares
Series A: Issued 93,314,934 shares at March 31, 2002
and 91,800,402 shares at December 31, 2001 155,836 153,307
Series B: Issued 18,094,170 shares at March 31, 2002
and 18,582,538 shares at December 31, 2001 30,217 31,033
Additional paid-in capital 853,567 837,515
Retained earnings 307,369 298,890
---------- ----------
Total shareholders' equity 1,346,989 1,320,745
---------- ----------
Total liabilities and shareholders' equity $3,603,409 $3,672,225
========== ==========
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See accompanying Notes to Consolidated Condensed Financial Statements.
2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Belo Corp. and Subsidiaries
Three months ended March 31,
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In thousands (unaudited) 2002 2001
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OPERATIONS
Net earnings $ 16,764 $ 623
Adjustments to reconcile net earnings
to net cash provided by operations:
Net gain on sale of investments (1,841) --
Depreciation and amortization 25,961 45,618
Deferred income taxes 78 1,127
Non-cash expenses 3,478 2,645
Other, net 2,075 (844)
Net change in current assets and liabilities:
Accounts receivable 26,962 47,779
Other current assets 13,095 (3,380)
Accounts payable (13,772) (22,355)
Accrued expenses 2,750 (20,060)
Other current liabilities 13,893 (38,484)
--------- ---------
Net cash provided by operations 89,443 12,669
INVESTMENTS
Capital expenditures (6,958) (14,711)
Acquisitions (18,000) --
Proceeds from sale of investments 27,000 --
Other investments (9,487) (566)
Other, net (483) 845
--------- ---------
Net cash used for investments (7,928) (14,432)
FINANCING
Purchase of treasury shares -- (12,621)
Borrowings of debt 200,575 228,150
Repayment of debt (294,375) (212,858)
Payment of dividends on stock (8,285) (8,211)
Net proceeds from exercise of stock options 16,973 2,456
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Net cash used for financing (85,112) (3,084)
Net decrease in cash and temporary cash investments (3,597) (4,847)
Cash and temporary cash investments at beginning of period 35,913 87,680
--------- ---------
Cash and temporary cash investments at end of period $ 32,316 $ 82,833
========= =========
SUPPLEMENTAL DISCLOSURES
Interest paid, net of amounts capitalized $ 12,375 $ 25,830
Income taxes paid, net of refunds $ (1,418) $ 43,576
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See accompanying Notes to Consolidated Condensed Financial Statements.
3
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. The balance sheet at December 31, 2001 has been
derived from the audited consolidated financial statements at that date
but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March
31, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2001.
Certain amounts for the prior period have been reclassified to conform
to the current year presentation.
(2) 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, 2002 and 2001:
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2002 2001
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Weighted average shares for basic earnings per share 110,805 109,544
Effect of employee stock options 1,492 549
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Weighted average shares for diluted earnings per share 112,297 110,093
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(3) Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." Under the provisions of SFAS No. 142, goodwill and certain
other intangibles with indefinite lives, namely Federal Communications
Commission ("FCC") licenses, are no longer amortized, but are instead
reviewed at least annually for impairment at the reporting unit level
and written down (expensed against earnings) when the implied fair
value of a reporting unit, including goodwill and other related
intangibles, is less than its carrying amount. Separable intangible
assets that have finite useful lives, will continue to be amortized
over their useful lives. For Belo's Television Group, a reporting unit
is defined as an operating cluster of television stations and for
Belo's Newspaper Group, a reporting unit is defined as the newspaper
operations in each individual market.
The Company is in the process of finalizing its review of goodwill and
other intangibles, except for the FCC license review, which is
complete. Based on this review, the Company does not expect impairment,
if any, to be material in 2002 in either the value associated with its
goodwill or the value of its other intangibles.
4
Prior to the adoption of SFAS No. 142, amortization expense was
recorded for goodwill and other indefinite lived intangible assets. The
following sets forth a reconciliation of net earnings and net earnings
per share information for the three months ended March 31, 2002 and
2001 as though SFAS No. 142 had been in effect at the beginning of
fiscal 2001:
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2002 2001
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Net earnings, as reported $ 16,764 $ 623
Add back: Goodwill and FCC license amortization, net of tax --- 11,484
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Net earnings, pro forma $ 16,764 $ 12,107
======== ========
Basic net earnings per share, as reported $ .15 $ .01
Add back: Goodwill and FCC license amortization, net of tax --- .10
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Basic net earnings per share, pro forma $ .15 $ .11
======== ========
Diluted net earnings per share, as reported $ .15 $ .01
Add back: Goodwill and FCC license amortization, net of tax --- .10
-------- --------
Diluted net earnings per share, pro forma $ .15 $ .11
======== ========
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The reported effective tax rate for the first quarter of 2002 of 37.7
percent is lower than the rate of 47.2 percent for the first quarter of
2001 primarily due to the elimination of non-deductible goodwill
amortization upon adoption of SFAS No. 142. The pro forma effective tax
rate would have been 38.2 percent for the first quarter of 2001 if SFAS
No. 142 had been in effect at the beginning of 2001.
The following table is as of March 31, 2002 and sets out the
identifiable intangible assets that continue to be subject to
amortization and the identifiable intangible assets no longer subject
to amortization as of January 1, 2002:
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Weighted
Average
Gross Carrying Accumulated Amortization
Amount Amortization Period
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Amortized intangible assets:
Television Group:
Market alliance 8,832 --(1) 5 years
Newspaper Group:
Subscriber lists 115,963 37,378 18 years
Unamortized intangible assets:
Television Group:
FCC licenses 1,464,184 173,712
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Total identifiable intangible assets $ 1,588,979 $ 211,090
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(1) Acquired March 12, 2002.
Amortization expense for intangible assets subject to amortization was
$1,642 for the three months ended March 31, 2002. The annual
amortization expense for intangible assets subject to amortization is
estimated to be approximately $8,500 for each of the next five fiscal
years.
The total carrying amount of goodwill as of January 1, 2002 and March
31, 2002 is $1,255,262, of which amount $779,987, $470,043 and $5,232
is associated with the Television Group, Newspaper Group and Other,
respectively. The Company is in the process of finalizing its review of
goodwill and other intangibles, except for the FCC license review,
which is complete. Based on this review, the Company does not expect
impairment, if any, to be material in 2002 in either the value
associated with its goodwill or the value of its other intangibles.
5
(4) Net operating revenues, earnings from operations, depreciation and
amortization, operating cash flow by industry segment and consolidated
cash flow information are shown below. Operating cash flow is defined
as earnings from operations plus depreciation and amortization.
Operating cash flow is used in the broadcasting and publishing
industries to analyze and compare companies on the basis of operating
performance and liquidity. Operating cash flow should not be considered
as a measure of financial performance or liquidity under generally
accepted accounting principles and should not be considered in
isolation or as an alternative to net income, cash flows generated by
operating, investing or financing activities or financial statement
data presented in the consolidated condensed financial statements.
Because operating cash flow is not a measurement determined in
accordance with generally accepted accounting principles and is thus
susceptible to varying calculations, operating cash flow as presented
may not be comparable to other similarly titled measures of other
companies.
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Three months ended March 31, 2002 2001
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NET OPERATING REVENUES
Television group $ 140,611 $ 143,431
Newspaper group 171,459 181,313
Interactive media 3,994 2,898
Other 3,793 3,905
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Total net operating revenues $ 319,857 $ 331,547
========== ==========
EARNINGS FROM OPERATIONS
Television group $ 39,878 $ 25,846
Newspaper group 29,592 24,017
Interactive media (3,808) (5,186)
Other (1,241) (1,172)
Corporate expenses (11,418) (11,669)
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Total earnings from operations $ 53,003 $ 31,836
========== ==========
DEPRECIATION AND AMORTIZATION
Television group $ 11,743 $ 27,815
Newspaper group 11,883 15,259
Interactive media 859 739
Other 572 653
Corporate 904 1,152
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Total depreciation and amortization $ 25,961 $ 45,618
========== ==========
OPERATING CASH FLOW (see definition above)
Television group $ 51,621 $ 53,661
Newspaper group 41,475 39,276
Interactive media (2,949) (4,447)
Other (669) (519)
Corporate (10,514) (10,517)
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Total operating cash flow $ 78,964 $ 77,454
========== ==========
CONSOLIDATED CASH FLOW INFORMATION(a)
Net cash provided by operations $ 89,443 $ 12,669
Net cash used for investments $ (7,928) $ (14,432)
Net cash used for financing $ (85,112) $ (3,084)
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(a) Cash flow information is provided on a consolidated basis and is as
presented in the Consolidated Condensed Statements of Cash Flows included
herein.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The Company is an owner and operator of 19 television stations and publisher of
four daily newspapers. The following table sets forth the Company's major media
assets by segment as of March 31, 2002:
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Television Group
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Network
Market Market Rank(a) Station Affiliation(b) Status Acquired
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Dallas/Fort Worth 7 WFAA ABC Owned March 1950
Houston 11 KHOU CBS Owned February 1984
Seattle/Tacoma 12 KING NBC Owned February 1997
Seattle/Tacoma 12 KONG IND Owned March 2000
Phoenix 16 KTVK IND Owned November 1999
Phoenix 16 KASW WB Owned March 2000
St. Louis 22 KMOV CBS Owned June 1997
Portland 23 KGW NBC Owned February 1997
Charlotte 27 WCNC NBC Owned February 1997
San Antonio 37 KENS CBS Owned October 1997
San Antonio 37 KBEJ UPN LMA (c)
Hampton/Norfolk 42 WVEC ABC Owned February 1984
New Orleans 43 WWL CBS Owned June 1994
Louisville 50 WHAS ABC Owned February 1997
Austin 54 KVUE ABC Owned June 1999
Tucson 73 KMSB FOX Owned February 1997
Tucson 73 KTTU UPN Owned March 2002(d)
Spokane 78 KREM CBS Owned February 1997
Spokane 78 KSKN UPN/WB(e) Owned October 2001(f)
Boise(g) 121 KTVB NBC Owned February 1997
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Newspaper Group
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Daily Sunday
Newspaper Location Acquired Circulation(i) Circulation(i)
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The Dallas Morning News ("DMN") Dallas, TX (h) 529,617 776,868
The Providence Journal ("PJ") Providence, RI February 1997 165,880 233,751
The Press-Enterprise ("PE") Riverside, CA July 1997 184,562 189,095
Denton Record-Chronicle Denton, TX June 1999 14,783 19,098
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Interactive Media
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Belo Interactive, Inc. Includes the Web site operations of Belo's operating companies, interactive
alliances and Internet-based products and services.(j)
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Other
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Northwest Cable News ("NWCN") Cable news channel distributed to over 2.3 million homes in the Pacific Northwest.
Texas Cable News ("TXCN") Cable news channel distributed to over 1.3 million homes in Texas.
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(a) Market rank is based on the relative size of the television market, or
Designated Market Area ("DMA"), among the 210 generally recognized DMAs
in the United States, based on November 2001 Nielsen estimates.
(b) Substantially all the revenue of the Company's television stations is
derived from advertising. Less than 4 percent of Television Group
revenue is provided by compensation paid by networks to the television
stations for broadcasting network programming.
(c) Belo entered into an agreement to operate KBEJ under a local marketing
agreement ("LMA") in May 1999; the station's on-air date was August 3,
2000.
(d) Belo acquired KTTU, previously operated under an LMA, on March 12,
2002.
(e) The primary affiliation is with UPN. The WB network is currently a
secondary affiliation.
(f) Belo acquired KSKN, previously operated under an LMA, on October 1,
2001.
(g) The Company also owns KTFT-LP (NBC), a low power television station in
Twin Falls, Idaho.
(h) The first issue of DMN was published by Belo on October 1, 1885.
(i) Average paid circulation data for DMN and PE is for the six months
ended March 31, 2002 as filed in the Audit Bureau of Circulation's
("ABC") FAS-FAX report and is calculated in accordance with ABC
guidelines. Circulation data for PJ is for the six months ended
September 30, 2001 as filed in the ABC FAS-FAX report. Circulation data
for the Denton Record-Chronicle is taken from the Certified Audit of
Circulations Report for the twelve-month period ended December 31,
2001.
(j) The majority of Belo Interactive's Web sites are associated with the
Company's television stations and newspapers and primarily provide news
and information.
7
RESULTS OF OPERATIONS
Consolidated Results of Operations
Total net operating revenue declined $11,690, or 3.5 percent, in the first
quarter of 2002 as compared to the first quarter of 2001 primarily due to a
decrease in classified advertising revenue in the Newspaper Group and declines
in local and national spot revenue for the Television Group, partially offset by
higher political advertising.
Salaries, wages and employee benefits declined $3,077, or 2.4 percent, in the
first quarter of 2002 as compared to the year earlier period primarily due to a
decrease in the number of employees resulting from a Company-wide reduction in
force and an early retirement program at The Providence Journal in the fourth
quarter of 2001, partially offset by higher accruals for performance-based
bonuses.
Other production, distribution and operating costs declined $559, or
approximately 1 percent, in the first quarter of 2002 as compared to the first
quarter of 2001 primarily due to decreases in communications, sales projects and
outside services expenses, partially offset by increases in insurance and
distribution expenses.
Newsprint, ink and other supplies decreased $9,564, or 24.9 percent, in the
first quarter of 2002 as compared to the year earlier period. The average cost
per metric ton of newsprint decreased approximately 21 percent in the first
quarter of 2002 when compared to the first quarter of 2001. Newsprint
consumption was down 7.5 percent compared to the year earlier period.
Depreciation expense decreased $1,048, from $25,367 in the first quarter of 2001
to $24,319 in the first quarter of 2002.
Amortization expense decreased from $20,251 in the quarter ended March 31, 2001
to $1,642 in the quarter ended March 31, 2002 due to the Company's adoption of
SFAS No. 142 effective January 1, 2002. See Note 3 of Notes to the Consolidated
Condensed Financial Statements.
Interest expense for the first quarter of 2002 of $28,293 was 8.5 percent lower
than first quarter 2001 expense of $30,909, primarily reflecting lower average
debt levels.
Other, net increased from income of $252 in the first quarter of 2001 to income
of $2,202 in the first quarter of 2002 due primarily to a $2,375 gain on the
sale of Belo's interest in the Dallas Mavericks and the American Airlines
Center.
The effective tax rate for the first quarter of 2002 was 37.7 percent compared
with 47.2 percent for the first quarter of 2001 primarily due to the elimination
of non-deductible goodwill amortization upon adoption of SFAS No. 142. The
effective tax rate would have been 38.2 percent for the first quarter of 2001 if
SFAS No. 142 had been in effect at the beginning of 2001.
As a result of the factors discussed above, net earnings for the first quarter
of 2002 were $16,764 (15 cents per share) as compared to $623 (1 cent per share)
for the first quarter of 2001. Net earnings for the first quarter of 2001 would
have been $12,107 (11 cents per share) if SFAS No. 142 had been in effect at the
beginning of 2001.
8
Segment Results of Operations
Television Group
Television Group revenue was $140,611 for the first quarter of 2002, a decrease
of $2,820, or approximately 2 percent compared with first quarter 2001 revenue
of $143,431. Total spot revenue decreased $2,871, or 2.1 percent, in the first
quarter of 2002. Political advertising revenue was $3,777 higher in the first
three months of 2002 versus the same period in 2001 due to certain election
campaigns in Texas, Missouri and Louisiana. The Company's NBC affiliates
generated approximately $9,000 of advertising revenue from their two-week
broadcast of the Winter Olympics in February 2002. Local and national
advertising revenue each decreased by approximately 5 percent in the first
quarter of 2002 as compared to the prior year period. The largest local
advertising declines were in Houston, Dallas and Phoenix. National advertising
decreases were recorded in Dallas, Seattle, St. Louis, Phoenix and San Antonio.
Cash operating expenses were down approximately 1 percent between the quarterly
periods primarily due to a decrease in salaries, wages and employee benefits
expense resulting from a decrease in the number of employees.
Television Group operating cash flow decreased $2,040, or 3.8 percent, in the
first quarter of 2002 as compared to the first quarter of 2001. Operating cash
flow margins declined to 36.7 percent in the first quarter of 2002 from 37.4
percent in the first quarter of 2001.
Newspaper Group
Newspaper Group revenue decreased $9,854, or 5.4 percent, in the first quarter
of 2002 when compared to the first quarter of 2001. In the first quarter of 2002
there was one more Sunday than in the first quarter of 2001. After adjusting for
the effects of the additional Sunday, Newspaper Group revenue decreased by 8.2
percent. Classified advertising revenue declined 17.8 percent in the first
quarter of 2002 when compared to the same period of 2001. General advertising
revenue decreased 5.7 percent while retail advertising revenue increased 3.3
percent.
First quarter 2002 revenues at DMN were 8.2 percent lower than the comparable
2001 period (down 10.9 percent adjusting for the extra Sunday in 2002).
Classified advertising revenues decreased 21.6 percent in the first three months
of 2002 primarily due to a 53.9 percent decline in classified employment volume.
General advertising revenue decreased 9.2 percent in the first quarter of 2002
while retail advertising revenue increased 3.5 percent.
PJ reported a revenue increase of approximately 1 percent in the first quarter
of 2002 as compared to the prior year period while PE reported decreased revenue
of approximately 1 percent. First quarter 2002 revenues for PJ and PE were down
3.1 percent and 2.6 percent, respectively, as compared to first quarter 2001,
after adjusting for the extra Sunday in 2002. The most significant revenue
decline at these papers was in classified employment advertising. Revenue
increases were reported in general advertising for PJ and PE and in retail
advertising for PJ in the first quarter of 2002 when compared to the same period
of 2001.
Newspaper Group cash expenses decreased $12,053, or 8.5 percent, primarily due
to a decrease in newsprint expense. Excluding newsprint, Newspaper Group cash
expenses decreased approximately 3 percent compared to the first quarter of 2001
due to lower salaries, wages and employee benefits expense resulting from a
decrease in the number of employees. As a result, operating cash flow for the
Newspaper Group increased 5.6 percent, from $39,276 in the first quarter of 2001
to $41,475 in the first quarter of 2002. Newspaper Group operating cash flow
margins increased from 21.7 percent in the first quarter of 2001 to 24.2 percent
in the first quarter of 2002.
Interactive Media
Interactive Media revenues, which are derived primarily from advertising,
increased 37.8 percent, from $2,898 in the first quarter of 2001 to $3,994 in
the first quarter of 2002. Interactive Media cash expenses decreased 5.5 percent
in the first quarter of 2002 as compared with the prior year period as a result
of the expense reduction initiatives beginning in the third quarter of 2001 in
response to the softening economy. As a result, the Interactive Media group
operating cash flow deficit was $2,949 in the first quarter of 2002 as compared
to an operating cash flow deficit of $4,447 in the first quarter of 2001.
9
Other
Other revenues consist primarily of Belo's regional cable news operations, NWCN
and TXCN. Other revenues decreased 2.9 percent, from $3,905 in the first quarter
of 2001 to $3,793 in the first quarter of 2002, reflecting a revenue decrease at
NWCN, partially offset by an increase TXCN. Cash expenses increased by 0.9
percent in the first quarter of 2002 as compared to the first quarter of 2001
primarily due to an increase in advertising and promotion expense. The operating
cash flow deficit increased from $519 in the first quarter of 2001 to $669 in
the first quarter of 2002 reflecting a decrease in cash flow at NWCN between the
periods, offset somewhat by a decrease in the cash flow deficit at TXCN.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations, bank borrowings and term debt are the Company's
primary sources of liquidity. Net cash provided by operations was $89,443 in the
first quarter of 2002 compared with $12,669 for the same period in 2001. In the
first quarter of 2001, net cash provided by operations was lower partially due
to tax payments of approximately $40,200 on fourth quarter 2000 transactions,
including the sales of The Gleaner, The Eagle, the Messenger-Inquirer and KOTV
and a gain in 2000 from the settlement of a lawsuit brought by the Company
against a third party. Total debt decreased $93,800 from December 31, 2001 to
March 31, 2002.
At March 31, 2002, the Company had $1,350,000 in fixed-rate debt securities as
follows: $250,000 of 6-7/8 percent Senior Notes due 2002; $300,000 of 7-1/8
percent Senior Notes due 2007; $350,000 of 8 percent Senior Notes due 2008;
$200,000 of 7-3/4 percent Senior Debentures due 2027; and $250,000 of 7-1/4
percent Senior Debentures due 2027. The weighted average effective interest rate
for the fixed-rate debt instruments is 7.4 percent. The Company also has
$150,000 of additional debt securities available for issuance under a shelf
registration statement filed in April 1997. Future issuances of fixed-rate debt
may be used to refinance variable-rate debt in whole or in part or for other
corporate needs as determined by management. The Company intends to repay the
$250 million of Senior Notes due 2002 with borrowings under its existing credit
facility.
At March 31, 2002, the Company had a $720,000 variable-rate revolving credit
facility under which borrowings were $218,000. Borrowings under the credit
facility mature upon expiration of the agreement on November 29, 2006. In
addition, the Company had $28,800 of short-term unsecured notes outstanding at
March 31, 2002. These borrowings may be converted at the Company's option to
revolving debt. Accordingly, such borrowings are classified as long-term in the
Company's financial statements.
The Company is required to maintain certain ratios as of the end of each
quarter, as defined in its revolving credit agreement. As of March 31, 2002, the
Company was in compliance with all debt covenant requirements.
On January 30, 2002, the Company sold its interest in the Dallas Mavericks and
the American Airlines Center for $27,000 which resulted in a pretax gain of
approximately $2,375, or 2 cents per share.
On March 12, 2002, Belo completed the purchase of KTTU, the UPN affiliate in the
Tucson, Arizona television market, for $18,000 in cash. Belo had previously
operated KTTU under a local marketing agreement.
The Company paid first quarter 2002 dividends of $8,285, or 7.5 cents per share,
on Series A and Series B common stock outstanding, compared with $8,211, or 7.5
cents per share, in the first quarter of 2001.
First quarter 2002 capital expenditures were $6,958. Expenditures were primarily
for Television Group equipment purchases, including those for equipment to be
used in the transmission of digital television, and Newspaper Group equipment
purchases.
During 2000 and 2001, Belo announced the formation of a series of cable news
partnerships with Time Warner Cable ("Time Warner"). The Time Warner agreements
call for the creation of 24-hour cable news channels in Houston and San Antonio,
Texas and Charlotte, North Carolina. As of March 31, 2002, investments totaling
$24,250 ($10,000 of which was invested in the first quarter of 2002) had been
made related to the Time Warner partnerships which will be used to fund capital
expenditures and operating costs.
10
Forward-Looking Statements
Statements in this Form 10-Q concerning the Company's future financings and
pending acquisitions, as well as any other statements concerning the Company's
business outlook or future economic performance, anticipated profitability,
revenues, expenses, capital expenditures, investments or other financial and
non-financial items that are not historical facts, are "forward-looking
statements" as the term is defined under applicable federal securities laws.
Forward-looking statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from those statements.
Such risks, uncertainties and factors include, but are not limited to, changes
in capital market conditions and prospects, and other factors such as changes in
advertising demand, interest rates and newsprint prices; technological changes;
development of Internet commerce; industry cycles; changes in pricing or other
actions by competitors and suppliers; regulatory changes; the effects of Company
acquisitions and dispositions; and general economic conditions, as well as other
risks detailed in the Company's filings with the Securities and Exchange
Commission, including the Annual Report on Form 10-K and in the Company's
periodic press releases.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No disclosure required.
PART II.
ITEM 1. LEGAL PROCEEDINGS
There are a number of legal proceedings pending against the Company, including
several actions for alleged libel and slander incidental to the Company's
business. In the opinion of management, liabilities, if any, arising from these
actions would not have a material adverse effect on the results of operations,
liquidity or financial position of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Company with the Securities and
Exchange Commission, as indicated. Exhibits marked with a tilde (~) are
management contracts or compensatory plan contracts or arrangements
filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. All other
documents are filed with this report.
3.1 * Certificate of Incorporation of the Company (Exhibit 3.1 to
the Company's Annual Report on Form 10-K dated March 15, 2000
(the "1999 Form 10-K"))
11
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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 Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1998
(the "2nd Quarter 1998 Form 10-Q"))
3.7 * 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
Belo's Current Report on Form 8-K filed with the Commission on
December 29, 2000)
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 Company's Annual Report on Form 10-K dated
March 13, 2001 (the "2000 Form 10-K"))
4.1 Certain rights of the holders of the Company's Common Stock are set
forth in Exhibits 3.1-3.10 above
4.2 * Specimen Form of Certificate representing shares of the Company's
Series A Common Stock (Exhibit 4.2 to the 2000 Form 10-K)
4.3 * Specimen Form of Certificate representing shares of the Company's
Series B Common Stock (Exhibit 4.3 to the 2000 Form 10-K)
4.4 * Amended and Restated Form of Rights Agreement as of February 28,
1996 between the Company and Chemical Mellon Shareholder Services,
L.L.C., a New York banking corporation (Exhibit 4.4 to the 1999 Form
10-K)
4.5 * Supplement No. 1 to Amended and Restated Rights Agreement between
the Company and The First National Bank of Boston dated as of
November 11, 1996 (Exhibit 4.5 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1996)
4.6 * Supplement No. 2 to Amended and Restated Rights Agreement between
the Company and The First National Bank of Boston dated as of June
5, 1998 (Exhibit 4.6 to the 2000 Form 10-K)
4.7 Instruments defining rights of debt securities:
(1) * Indenture dated as of June 1, 1997 between the Company and
The Chase Manhattan Bank, as Trustee (Exhibit 4.6(1) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (the "2nd Quarter 1997 Form
10-Q"))
12
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(2) * (a) $200 million 6-7/8% Senior Note due 2002 (Exhibit
4.6(2)(a) to the 2nd Quarter 1997 Form 10-Q)
* (b) $50 million 6-7/8% Senior Note due 2002 (Exhibit
4.6(2)(b) to the 2nd Quarter 1997 Form 10-Q)
(3) * (a) $200 million 7-1/8% Senior Note due 2007 (Exhibit
4.6(3)(a) to the 2nd Quarter 1997 Form 10-Q)
* (b) $100 million 7-1/8% Senior Note due 2007 (Exhibit
4.6(3)(b) to the 2nd Quarter 1997 Form 10-Q)
(4) * $200 million 7-3/4% Senior Debenture due 2027 (Exhibit
4.6(4) to the 2nd Quarter 1997 Form 10-Q)
(5) * 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 2nd Quarter 1997 Form 10-Q)
(6) * (a) $200 million 7-1/4% Senior Debenture due 2027 (Exhibit
4.6(6)(a) to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997 (the
"3rd Quarter 1997 Form 10-Q"))
* (b) $50 million 7-1/4% Senior Debenture due 2027 (Exhibit
4.6(6)(b) to the 3rd Quarter 1997 Form 10-Q)
(7) * 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 3rd Quarter 1997 Form 10-Q)
(8) * $350 million 8.00% Senior Note due 2008 (Exhibit 4.6(8) to
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2001 (the "3rd Quarter
2001 Form 10-Q"))
(9) * Officers' Certificate dated November 1, 2001 establishing
terms of debt securities pursuant to Section 3.1 of the
Indenture (Exhibit 4.6(9) to the 3rd Quarter 2001 Form 10-Q)
10.1 Financing agreements:
(1) * Five-year Credit Agreement dated as of November 29, 2001
among the Company, as Borrower; J.P. Morgan Chase Bank, as
Administrative Agent and as Competitive Advance Facility
Agent; J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as Co-Advisors, Co-Arrangers and Joint
Bookrunners; Bank of America, N.A., Fleet National Bank and
the Bank of New York, as Co-Syndication Agents; BNP Paribas,
as Documentation Agent; and the Fuji Bank Limited and
SunTrust Bank, as Senior Managing Agents (Exhibit 10.1(1) to
the Company's Annual Report on Form 10-K dated March 15,
2002)
10.2 Compensatory plans:
-(1) Belo Savings Plan:
* (a) Belo Savings Plan Amended and Restated July 1, 2000
(Exhibit 10.2(1) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2000
(the "2nd Quarter 2000 Form 10-Q"))
* (b) First Amendment to the Belo Savings Plan effective
December 31, 2000 (Exhibit 10.2(1)(b) to the 2000
Form 10-K)
13
EXHIBIT
NUMBER DESCRIPTION
------- -----------
* (c) Second Amendment to Belo Savings Plan effective as of
January 1, 2002 (Exhibit 4.16(c) to the Company's
Registration Statement on Form S-8 (No. 333-88030) filed
with the Securities and Exchange Commission on May 10,
2002)
* (d) Third Amendment to Belo Savings Plan effective as of May
7, 2002 (Exhibit 4.16(d) to the Company's Registration
Statement on Form S-8 (No. 333-88030) filed with the
Securities and Exchange Commission on May 10, 2002)
-(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 Company's Annual Report on
Form 10-K dated March 10, 1997 (the "1996 Form 10-K"))
* (b) Amendment No. 6 to 1986 Long-Term Incentive Plan
(Exhibit 10.3(2)(b) to the Company's Annual Report on
Form 10-K dated March 19, 1998 (the "1997 Form 10-K"))
* (c) Amendment No. 7 to 1986 Long-Term Incentive Plan
(Exhibit 10.2(2)(c) to the 1999 Form 10-K)
* (d) Amendment No. 8 to 1986 Long-Term Incentive Plan
(Exhibit 10.3(2)(d) to the 2nd 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 10.3(3)(a) to the 2nd Quarter
1998 Form 10-Q)
* (b) Amendment to 1995 Executive Compensation Plan, dated
December 16, 1999 (Exhibit 10.3(3)(b) to the 1999
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, 2000
(Exhibit 10.2(5)(a) to the 1999 Form 10-K)
* (b) First Amendment to Belo Supplemental Executive
Retirement Plan as Amended and Restated Effective
January 1, 2000, dated July 27, 2000 (Exhibit 10.2(5) to
the 2nd Quarter 2000 Form 10-Q)
-(6) * Belo 2000 Executive Compensation Plan (Exhibit 4.15 to the
Company's Registration Statement on Form S-8 (No. 333-43056)
filed with the Securities and Exchange Commission on August
4, 2000)
-(7) * Retirement Agreement between the Company and Burl Osborne,
dated June 27, 2001 (Exhibit 10.2(8) to Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2001)
-(8) Retirement Agreement between the Company and Michael J.
McCarthy, dated March 15, 2002
12 Ratio of Earnings to Fixed Charges
(b) Reports on Form 8-K.
During the quarter covered by this report, there were no reports on
Form 8-K filed.
14
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.
BELO CORP.
May 13, 2002 By: /s/ Dunia A. Shive
----------------------------------
Dunia A. Shive
Executive Vice President/
Chief Financial Officer
(Authorized Officer and Principal
Financial and Accounting Officer)
15
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 * Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Annual Report on Form 10-K dated March 15, 2000 (the "1999
Form 10-K"))
3.2 * Certificate of Correction to Certificate of Incorporation dated May
13, 1987 (Exhibit 3.2 to the 1999 Form 10-K)
3.3 * Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3 to
the 1999 Form 10-K)
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 Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1998
(the "2nd Quarter 1998 Form 10-Q"))
3.7 * 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
Belo's Current Report on Form 8-K filed with the Commission on
December 29, 2000)
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 Company's Annual Report on Form 10-K dated
March 13, 2001 (the "2000 Form 10-K"))
4.1 Certain rights of the holders of the Company's Common Stock are set
forth in Exhibits 3.1-3.10 above
4.2 * Specimen Form of Certificate representing shares of the Company's
Series A Common Stock (Exhibit 4.2 to the 2000 Form 10-K)
4.3 * Specimen Form of Certificate representing shares of the Company's
Series B Common Stock (Exhibit 4.3 to the 2000 Form 10-K)
4.4 * Amended and Restated Form of Rights Agreement as of February 28,
1996 between the Company and Chemical Mellon Shareholder Services,
L.L.C., a New York banking corporation (Exhibit 4.4 to the 1999 Form
10-K)
4.5 * Supplement No. 1 to Amended and Restated Rights Agreement between
the Company and The First National Bank of Boston dated as of
November 11, 1996 (Exhibit 4.5 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1996)
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.6 * Supplement No. 2 to Amended and Restated Rights Agreement between
the Company and The First National Bank of Boston dated as of June
5, 1998 (Exhibit 4.6 to the 2000 Form 10-K)
4.7 Instruments defining rights of debt securities:
(1) * Indenture dated as of June 1, 1997 between the Company and
The Chase Manhattan Bank, as Trustee (Exhibit 4.6(1) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (the "2nd Quarter 1997 Form
10-Q"))
(2) * (a) $200 million 6-7/8% Senior Note due 2002 (Exhibit
4.6(2)(a) to the 2nd Quarter 1997 Form 10-Q)
* (b) $50 million 6-7/8% Senior Note due 2002 (Exhibit
4.6(2)(b) to the 2nd Quarter 1997 Form 10-Q)
(3) * (a) $200 million 7-1/8% Senior Note due 2007 (Exhibit
4.6(3)(a) to the 2nd Quarter 1997 Form 10-Q)
* (b) $100 million 7-1/8% Senior Note due 2007 (Exhibit
4.6(3)(b) to the 2nd Quarter 1997 Form 10-Q)
(4) * $200 million 7-3/4% Senior Debenture due 2027 (Exhibit
4.6(4) to the 2nd Quarter 1997 Form 10-Q)
(5) * 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 2nd Quarter 1997 Form 10-Q)
(6) * (a) $200 million 7-1/4% Senior Debenture due 2027 (Exhibit
4.6(6)(a) to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997 (the
"3rd Quarter 1997 Form 10-Q"))
* (b) $50 million 7-1/4% Senior Debenture due 2027 (Exhibit
4.6(6)(b) to the 3rd Quarter 1997 Form 10-Q)
(7) * 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 3rd Quarter 1997 Form 10-Q)
(8) * $350 million 8.00% Senior Note due 2008 (Exhibit 4.6(8) to
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2001 (the "3rd Quarter
2001 Form 10-Q"))
(9) * Officers' Certificate dated November 1, 2001 establishing
terms of debt securities pursuant to Section 3.1 of the
Indenture (Exhibit 4.6(9) to the 3rd Quarter 2001 Form 10-Q)
10.1 Financing agreements:
(1) * Five-year Credit Agreement dated as of November 29, 2001
among the Company, as Borrower; J.P. Morgan Chase Bank, as
Administrative Agent and as Competitive Advance Facility
Agent; J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as Co-Advisors, Co-Arrangers and Joint
Bookrunners; Bank of America, N.A., Fleet National Bank and
the Bank of New York, as Co-Syndication Agents; BNP Paribas,
as Documentation Agent; and the Fuji Bank Limited and
SunTrust Bank, as Senior Managing Agents (Exhibit 10.1(1) to
the Company's Annual Report on Form 10-K dated March 15,
2002)
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.2 Compensatory plans:
-(1) Belo Savings Plan:
* (a) Belo Savings Plan Amended and Restated July 1, 2000
(Exhibit 10.2(1) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2000 (the
"2nd Quarter 2000 Form 10-Q"))
* (b) First Amendment to the Belo Savings Plan effective December
31, 2000 (Exhibit 10.2(1)(b) to the 2000 Form 10-K)
* (c) Second Amendment to Belo Savings Plan effective as of
January 1, 2002 (Exhibit 4.16(c) to the Company's
Registration Statement on Form S-8 (No. 333-88030) filed
with the Securities and Exchange Commission on May 10,
2002)
* (d) Third Amendment to Belo Savings Plan effective as of May 7,
2002 (Exhibit 4.16(d) to the Company's Registration
Statement on Form S-8 (No. 333-88030) filed with the
Securities and Exchange Commission on May 10, 2002)
-(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 Company's Annual Report on Form 10-K dated
March 10, 1997 (the "1996 Form 10-K"))
* (b) Amendment No. 6 to 1986 Long-Term Incentive Plan (Exhibit
10.3(2)(b) to the Company's Annual Report on Form 10-K
dated March 19, 1998 (the "1997 Form 10-K"))
* (c) Amendment No. 7 to 1986 Long-Term Incentive Plan (Exhibit
10.2(2)(c) to the 1999 Form 10-K)
* (d) Amendment No. 8 to 1986 Long-Term Incentive Plan (Exhibit
10.3(2)(d) to the 2nd 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 10.3(3)(a) to the 2nd Quarter 1998
Form 10-Q)
* (b) Amendment to 1995 Executive Compensation Plan, dated
December 16, 1999 (Exhibit 10.3(3)(b) to the 1999
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, 2000 (Exhibit 10.2(5)(a) to
the 1999 Form 10-K)
* (b) First Amendment to Belo Supplemental Executive Retirement
Plan as Amended and Restated Effective January 1, 2000,
dated July 27, 2000 (Exhibit 10.2(5) to the 2nd Quarter
2000 Form 10-Q)
-(6) * Belo 2000 Executive Compensation Plan (Exhibit 4.15 to the
Company's Registration Statement on Form S-8 (No. 333-43056)
filed with the Securities and Exchange Commission on August 4,
2000)
-(7) * Retirement Agreement between the Company and Burl Osborne,
dated June 27, 2001 (Exhibit 10.2(8) to Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2001)
-(8) Retirement Agreement between the Company and Michael J.
McCarthy, dated March 15, 2002
12 Ratio of Earnings to Fixed Charges