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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, 2003
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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
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, 2003
----------------------------- -----------------------------
Common Stock, $1.67 par value 113,059,914*
* Consisting of 96,418,523 shares of Series A Common Stock and 16,641,391 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............................... 6
Item 3. Quantitative and Qualitative Disclosures about Market Risk..................... 11
Item 4. Controls and Procedures........................................................ 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
Signatures..................................................................... 16
Certifications................................................................. 17
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) 2003 2002
-------------------------------------------------------------------------------------------------------------
NET OPERATING REVENUES $ 322,369 $ 319,857
OPERATING COSTS AND EXPENSES
Salaries, wages and employee benefits 128,337 123,105
Other production, distribution and operating costs 90,052 88,919
Newsprint, ink and other supplies 27,047 28,869
Depreciation 23,187 24,319
Amortization 2,087 1,642
------------ ----------
Total operating costs and expenses 270,710 266,854
------------ ----------
Earnings from operations 51,659 53,003
OTHER INCOME AND EXPENSE
Interest expense (23,800) (28,293)
Other income (expense), net (2,452) 2,202
------------ ----------
Total other income and expense (26,252) (26,091)
EARNINGS
Earnings before income taxes 25,407 26,912
Income taxes 9,785 10,148
------------ ----------
Net earnings $ 15,622 $ 16,764
============ ==========
NET EARNINGS PER SHARE
Basic $ .14 $ .15
Diluted $ .14 $ .15
AVERAGE SHARES OUTSTANDING
Basic 112,829 110,805
Diluted 114,175 112,297
CASH DIVIDENDS DECLARED PER SHARE $ .075 $ .075
See accompanying Notes to Consolidated Condensed Financial Statements.
1
CONSOLIDATED CONDENSED BALANCE SHEETS
Belo Corp. and Subsidiaries
--------------------------------------------------------------------------------------------------------------
In thousands, except share and per share amounts March 31, December 31,
(Current year unaudited) 2003 2002
--------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and temporary cash investments $ 35,324 $ 34,695
Accounts receivable, net 207,791 235,710
Other current assets 49,920 50,046
------------- -------------
Total current assets 293,035 320,451
Property, plant and equipment, net 552,240 565,114
Intangible assets, net 1,369,529 1,371,231
Goodwill, net 1,255,262 1,255,262
Other assets 102,905 102,520
------------- -------------
Total assets $ 3,572,971 $ 3,614,578
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 48,479 $ 66,173
Accrued expenses 82,737 100,417
Other current liabilities 59,708 49,576
------------- -------------
Total current liabilities 190,924 216,166
Long-term debt 1,412,725 1,441,200
Deferred income taxes 413,618 407,734
Other liabilities 131,774 136,248
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 96,281,805 shares at March 31, 2003
and 96,076,672 shares at December 31, 2002 160,791 160,448
Series B: Issued 16,654,727 shares at March 31, 2003
and 16,681,619 shares at December 31, 2002 27,813 27,858
Additional paid-in capital 880,248 877,007
Retained earnings 403,640 396,479
Accumulated other comprehensive income (48,562) (48,562)
------------- -------------
Total shareholders' equity 1,423,930 1,413,230
------------- -------------
Total liabilities and shareholders' equity $ 3,572,971 $ 3,614,578
============= =============
See accompanying Notes to Consolidated Condensed Financial Statements.
2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Belo Corp. and Subsidiaries
Three months ended March 31,
--------------------------------------------------------------------------------------------------------------
In thousands (unaudited) 2003 2002
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OPERATIONS
Net earnings $ 15,622 $ 16,764
Adjustments to reconcile net earnings
to net cash provided by operations:
Net gain on sale of investments --- (1,841)
Depreciation and amortization 25,274 25,961
Deferred income taxes 3,379 78
Pension contribution (8,000) ---
Non-cash expenses 6,814 3,478
Equity loss from partnerships 2,941 454
Other, net (1,547) 1,621
Net change in current assets and liabilities:
Accounts receivable 27,545 26,962
Other current assets 350 13,095
Accounts payable (17,694) (13,772)
Accrued expenses (18,935) 2,750
Other current liabilities 13,988 13,893
------------- -------------
Net cash provided by operations 49,737 89,443
INVESTMENTS
Capital expenditures (10,692) (6,958)
Acquisitions --- (18,000)
Proceeds from sale of investments --- 27,000
Other investments (2,837) (9,487)
Other, net 822 (483)
------------- -------------
Net cash used for investments (12,707) (7,928)
FINANCING
Borrowings of debt 191,025 200,575
Repayments of debt (219,500) (294,375)
Payment of dividends on stock (8,461) (8,285)
Net proceeds from exercise of stock options 981 13,983
Other (446) 2,990
------------- -------------
Net cash used for financing (36,401) (85,112)
Net increase (decrease) in cash and temporary cash investments 629 (3,597)
Cash and temporary cash investments at beginning of period 34,695 35,913
------------- -------------
Cash and temporary cash investments at end of period $ 35,324 $ 32,316
============= =============
SUPPLEMENTAL DISCLOSURES
Interest paid, net of amounts capitalized $ 12,212 $ 12,375
Income taxes paid, net of refunds $ 8,033 $ (1,418)
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, 2002 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, 2003 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2003. 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, 2002.
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, 2003 and 2002:
2003 2002
------------------------------------------------------------------------------------------------
Weighted average shares for basic earnings per share 112,829 110,805
Effect of employee stock options 1,346 1,492
------- -------
Weighted average shares for diluted earnings per share 114,175 112,297
(3) The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure - an Amendment
of FASB Statement No. 123" and continues to apply APB Opinion No. 25 in
accounting for its stock-based compensation plans. Because it is Belo's
policy to grant stock options at the market price on the date of grant,
the intrinsic value is zero, and therefore no compensation expense is
recorded. The Company plans to begin recording compensation expense for
stock options once accounting standard-setting bodies have issued final
accounting standards.
The following table illustrates the effect on net earnings and net
earnings per share if the Company had applied the fair value
recognition provisions of SFAS No. 123 for the three months ended March
31, 2003 and 2002:
2003 2002
-------------------------------------------------------------------------------------------------
Net earnings, as reported $ 15,622 $ 16,764
Less: Stock-based compensation expense determined
under fair value-based method, net of tax 3,027 3,413
--------- ---------
Net earnings, pro forma $ 12,595 $ 13,351
========= =========
Per share amounts:
Basic net earnings per share, as reported $ .14 $ .15
========= =========
Basic net earnings per share, pro forma $ .11 $ .12
========= =========
Diluted net earnings per share, as reported $ .14 $ .15
========= =========
Diluted net earnings per share, pro forma $ .11 $ .12
========= =========
4
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting periods. The
pro forma information presented above is not necessarily indicative of
the effects on reported or pro forma net earnings for future years.
(4) Net operating revenues, operating costs and expenses and earnings from
operations by industry segment are shown below.
Three months ended March 31, 2003
----------------------------------------------
Net Operating Earnings
Operating Costs and from
Revenues Expenses Operations
-------------- ------------ -------------
Television Group $ 141,560 $ 103,164 $ 38,396
Newspaper Group 171,310 142,636 28,674
Interactive Media 5,192 8,312 (3,120)
Other 4,307 5,193 (886)
Corporate --- 11,405 (11,405)
-------------- ------------ -------------
Total $ 322,369 $ 270,710 $ 51,659
============== ============ =============
Three months ended March 31, 2002
----------------------------------------------
Net Operating Earnings
Operating Costs and from
Revenues Expenses Operations
-------------- ------------ -------------
Television Group $ 140,611 $ 100,733 $ 39,878
Newspaper Group 171,459 141,867 29,592
Interactive Media 3,994 7,802 (3,808)
Other 3,793 5,034 (1,241)
Corporate --- 11,418 (11,418)
-------------- ------------ -------------
Total $ 319,857 $ 266,854 $ 53,003
============== ============ =============
5
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, 2003:
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 28 WCNC NBC Owned February 1997
San Antonio 37 KENS CBS Owned October 1997
San Antonio 37 KBEJ UPN LMA (c)
Hampton/Norfolk 41 WVEC ABC Owned February 1984
New Orleans 42 WWL CBS Owned June 1994
Louisville 50 WHAS ABC Owned February 1997
Austin 54 KVUE ABC Owned June 1999
Tucson 74 KMSB FOX Owned February 1997
Tucson 74 KTTU UPN Owned March 2002(d)
Spokane 79 KREM CBS Owned February 1997
Spokane 79 KSKN WB Owned October 2001
Boise(e) 124 KTVB NBC Owned February 1997
Newspaper Group
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Daily Sunday
Newspaper Location Acquired Circulation(g) Circulation(g)
-------------------------------------------------------------------------------------------------------------------------
The Dallas Morning News ("DMN") Dallas, TX (f) 533,567 786,594
The Providence Journal ("PJ") Providence, RI February 1997 165,628 233,591
The Press-Enterprise ("PE") Riverside, CA July 1997 188,091 190,773
Denton Record-Chronicle Denton, TX June 1999 13,737 17,310
Interactive Media
Belo Interactive, Inc. Includes the Web site operations of Belo's operating companies, interactive
alliances and Internet-based products and services.(h)
Other
NorthWest Cable News ("NWCN") Cable news channel distributed to over 2.0 million homes in the Pacific Northwest.
Texas Cable News ("TXCN") Cable news channel distributed to over 1.5 million homes in Texas.
(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 2002 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 Company also owns KTFT-LP (NBC), a low power television station in Twin
Falls, Idaho.
(f) The first issue of DMN was published by Belo on October 1, 1885.
(g) Average paid circulation data is for the six months ended March 31, 2003,
according to the Audit Bureau of Circulation's FAS-FAX report, except for
the Denton Record-Chronicle, for which circulation data is taken from the
Certified Audit of Circulations Report for the twelve-month period ended
December 31, 2002.
(h) The majority of Belo Interactive's Web sites are associated with the
Company's television stations and newspapers and primarily provide news and
information.
6
RESULTS OF OPERATIONS
Consolidated Results of Operations
Total net operating revenue increased $2,512, or approximately 1 percent, from
$319,857 in the first quarter of 2002 to $322,369 in the first quarter of 2003.
Revenue increases of $1,198 in Interactive Media, $949 in the Television Group
and $514 in Other were slightly offset by a $149 decrease in the Newspaper
Group.
Salaries, wages and employee benefits expense increased $5,232, or 4.3 percent,
in the first quarter of 2003 as compared to the prior year period primarily due
to increases of $2,305 in pension expense and $1,048 in medical insurance
expense.
Other production, distribution and operating costs increased $1,133, or 1.3
percent, in the first quarter of 2003 as compared to the first quarter of 2002
primarily due to increases in outside solicitation ($596), distribution ($582)
and professional and industry development ($495) expenses, partially offset by
decreases in advertising and promotion ($637) costs.
Newsprint, ink and other supplies decreased $1,822, or 6.3 percent, in the first
quarter of 2003 as compared to the year earlier period. The average cost per
metric ton of newsprint decreased approximately 5 percent in the first quarter
of 2003 when compared to the first quarter of 2002. Newsprint consumption
increased less than 1 percent in the first quarter of 2003 as compared to the
same period of 2002.
Depreciation expense decreased $1,132, from $24,319 in the first quarter of 2002
to $23,187 in the first quarter of 2003.
Amortization expense increased from $1,642 in the first quarter of 2002 to
$2,087 in first quarter of 2003 due to the acquisition of KTTU-TV in March 2002.
Interest expense for the first quarter of 2003 of $23,800 was 15.9 percent lower
than the first quarter of 2002 expense of $28,293, due to lower average debt
levels and lower weighted average interest rates.
Other income (expense), net decreased from income of $2,202 in the first quarter
of 2002 to expense of $2,452 in the first quarter of 2003 due primarily to a
loss of $2,700 from Belo's equity ownership in partnerships with Time Warner
Cable in the first quarter of 2003 compared with a loss of $190 in the first
quarter of 2002. The Charlotte and Houston cable news channels commenced
operations in June 2002 and December 2002, respectively. In addition, the
Company recorded a gain of $2,375 on the sale of Belo's interest in the Dallas
Mavericks and the American Airlines Center in the first quarter of 2002.
The effective tax rate for the first quarter of 2003 was 38.5 percent compared
with 37.7 percent for the first quarter of 2002.
As a result of the factors discussed above, net earnings for the first quarter
of 2003 were $15,622 (14 cents per share) as compared to $16,764 (15 cents per
share) for the first quarter of 2002.
7
Segment Results of Operations
Three months ended March 31, 2003
---------------------------------------------------------------------------------
Net Operating Earnings Depreciation
Operating Costs and from and
Revenues Expenses Operations(a) Amortization EBITDA(a)
------------- ------------ ------------- --------------- ---------
Television Group $ 141,560 $ 103,164 $ 38,396 $ 10,813 $ 49,209
Newspaper Group 171,310 142,636 28,674 11,877 40,551
Interactive Media 5,192 8,312 (3,120) 876 (2,244)
Other 4,307 5,193 (886) 609 (277)
Corporate --- 11,405 (11,405) 1,099 (10,306)
------------- ------------ ------------- ---------------- ---------
Total $ 322,369 $ 270,710 $ 51,659 $ 25,274 $ 76,933
============= ============ ============= =============== =========
Three months ended March 31, 2002
---------------------------------------------------------------------------------
Net Operating Earnings Depreciation
Net Operating Costs and from and
Revenues Expenses Operations(a) Amortization EBITDA(a)
------------- ------------ ------------- --------------- ---------
Television Group $ 140,611 $ 100,733 $ 39,878 $ 11,743 $ 51,621
Newspaper Group 171,459 141,867 29,592 11,883 41,475
Interactive Media 3,994 7,802 (3,808) 859 (2,949)
Other 3,793 5,034 (1,241) 572 (669)
Corporate --- 11,418 (11,418) 904 (10,514)
------------- ------------ ------------- --------------- ---------
Total $ 319,857 $ 266,854 $ 53,003 $ 25,961 $ 78,964
============= ============ ============= =============== =========
(a) All references in this Form 10-Q to EBITDA and to its component, operating
costs and expenses before depreciation and amortization, are references to
non-GAAP financial measures. EBITDA is defined as net earnings before
interest, income taxes, depreciation, amortization and other income
(expense), net. From the Company's Consolidated Statements of Earnings,
EBITDA can be computed as earnings from operations plus depreciation and
amortization as shown in the table above, and also can be computed as net
operating revenues less operating costs and expenses before depreciation
and amortization. EBITDA is not a measure of financial performance under
accounting principles generally accepted in the United States. Accordingly,
it should not be considered as a substitute for net earnings, operating
income, cash flow provided by operating activities or other income or cash
flow data prepared in accordance with accounting principles generally
accepted in the United States. Because EBITDA is not a measurement
determined in accordance with GAAP and is thus susceptible to varying
calculations, EBITDA as presented may not be comparable to other similarly
titled measures of other companies. Management believes that EBITDA is
useful as a supplemental measure of evaluating financial performance of the
Company and its business segments because of its focus on the Company's
results from operations before interest, income taxes, depreciation,
amortization and other income (expense), net. EBITDA is a common
alternative measure of performance used by investors, financial analysts
and rating agencies to evaluate financial performance and estimate the fair
value of a company. A reconciliation of EBITDA to earnings from operations,
including information on depreciation and amortization, is set forth above.
Television Group
Television Group revenues were $141,560 for the first quarter of 2003, an
increase of $949, or 0.7 percent, over first quarter 2002 revenue of $140,611.
Local spot revenues increased by $2,624, or 3.3 percent, and national spot
revenues increased by $1,921, or 4.2 percent, in the first quarter of 2003 as
compared to the prior year period. Local spot revenue increases in the
Dallas/Fort Worth, St. Louis and Portland markets were partially offset by a
decrease in the Seattle market. National spot revenue increases in Phoenix and
Dallas/Fort Worth were partially offset by a decrease in the Portland market.
Political advertising revenues were $381 in the first three months of 2003
compared with $4,194 in the same period of 2002. The first quarter of 2002 also
included approximately $9,000 of advertising revenues generated by the Company's
NBC affiliates from the broadcast of the Winter Olympics.
8
Television Group operating costs and expenses before depreciation and
amortization were 3.8 percent higher in the first quarter of 2003 when compared
to the first quarter of 2002 primarily due to an increase in salaries, wages and
employee benefits expense resulting from increases in pension expense and
medical insurance expense. EBITDA for the Television Group decreased 4.7 percent
in the first quarter of 2003 as compared to the prior year period. Total
operating costs and expenses were 2.4 higher for the Television Group in the
first quarter of 2003 than in the year earlier period and earnings from
operations decreased 3.7 percent.
Newspaper Group
Newspaper Group total revenues and advertising revenues were flat in the first
quarter of 2003 when compared with the first quarter of 2002. General,
classified and retail advertising revenue declined 5.1 percent, 3.5 percent and
0.5 percent, respectively, in the first quarter of 2003 as compared to the same
period of 2002. All other advertising revenue increased 8.1 percent in the first
quarter of 2003 primarily due to an increase in revenue from preprints and Total
Market Coverage ("TMC").
At DMN, total revenue decreased 1.5 percent with a decrease of 1.6 percent in
advertising revenue in the first three months of 2003 when compared to the same
period of 2002. Classified advertising revenue declined 4.8 percent, primarily
due to a 24.6 percent decline in classified employment revenues. Excluding
classified employment, advertising revenues increased 1.6 percent in the first
quarter of 2003. General and retail advertising revenues decreased 8.4 percent
and 0.8 percent, respectively, in the first quarter of 2003 as compared to the
prior year period while other advertising revenues increased 7.6 percent.
Total revenues at PJ increased 1.9 percent in the first quarter of 2003 as
compared to the prior year period, with a 3.3 percent increase in advertising
revenues. Revenue increases in preprints and TMC and retail advertising were
partially offset by a decline in classified employment advertising.
PE reported an increase in total revenues of 3.3 percent and an increase in
advertising revenues of 2.6 percent in the first quarter of 2003 when compared
to the same period of 2002. Revenue increases in general advertising, classified
advertising and preprints and TMC were offset somewhat by lower retail
advertising revenues.
Newspaper Group total operating costs and expenses were 0.5 percent higher in
the first quarter of 2003 than in the same period of 2002 primarily due to
increases in pension expense and medical insurance expense. Earnings from
operations for the Newspaper Group decreased 3.1 percent. Total operating costs
and expenses before depreciation and amortization increased 0.6 percent in the
first quarter of 2003 and EBITDA for the Newspaper Group decreased 2.2 percent.
Interactive Media and Other Segments
The Company continues to invest in its Interactive Media and regional cable news
operations. Interactive Media revenues, which are derived primarily from
advertising, increased 30 percent, from $3,994 in the first quarter of 2002 to
$5,192 in the first quarter of 2003. Interactive Media total operating costs and
expenses increased 6.5 percent in the first quarter of 2003 as compared with the
prior year period due primarily to an increase in salaries, wages and employee
benefits expense. As a result, the Interactive Media EBITDA deficit improved
from $2,949 in the first quarter of 2002 to $2,244 in the first quarter of 2003.
The Interactive Media loss from operations improved from $3,808 in the first
quarter of 2002 to $3,120 in the first quarter of 2003.
Other revenues consist primarily of Belo's regional cable news operations, NWCN
and TXCN. Other revenues increased 13.6 percent, from $3,793 in the first
quarter of 2002 to $4,307 in the first quarter of 2003, with revenue increases
reported by both NWCN and TXCN. Total operating costs and expenses increased 3.2
percent in the first quarter of 2003 as compared to the prior year period. The
EBITDA deficit improved from $669 in the first quarter of 2002 to $277 in the
first quarter of 2003. The Other loss from operations improved 28.6 percent,
from $1,241 in the first quarter of 2002 to $886 in the first quarter of 2003.
9
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 $49,737 in the
first quarter of 2003 compared with $89,443 for the same period in 2002. Net
cash provided by operations was lower in the first quarter of 2003 due to cash
requirements for bonuses and income taxes and a contribution to the Company's
defined benefit pension plan. The Company also used net cash provided by
operations to fund capital expenditures and dividend payments. Total debt
decreased $28,475 from December 31, 2002 to March 31, 2003.
At March 31, 2003, Belo had $1,100,000 in fixed-rate debt securities as follows:
$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 7.5 percent. The
Company also has $150,000 of additional debt securities available for issuance
under a shelf registration statement filed in April 1997.
At March 31, 2003, the Company had a $720,000 variable-rate revolving credit
facility under which borrowings were $282,000. Borrowings under the credit
facility mature upon expiration of the agreement on November 29, 2006. In
addition, the Company had $24,325 of short-term unsecured notes outstanding at
March 31, 2003. 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, 2003, the
Company was in compliance with all debt covenant requirements.
The Company paid first quarter 2003 dividends of $8,461, or 7.5 cents per share,
on Series A and Series B common stock outstanding, compared with $8,285, or 7.5
cents per share, in the first quarter of 2002.
First quarter 2003 capital expenditures of $10,692 were primarily for Television
Group 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 December 31, 2002, investments
totaling $26,950 had been made related to the Time Warner partnerships, the
majority of which will be used to fund capital expenditures and operating costs.
No additional investments in the partnerships were made in the first quarter of
2003. The on-air dates of the news channels in Charlotte, Houston and San
Antonio were June 14, 2002, December 12, 2002 and April 7, 2003, respectively.
In the first quarter of 2003, the Company made an $8,000 contribution to its
defined benefit pension plan. This contribution satisfies the Company's required
minimum contribution for ERISA funding purposes which was to be made by
September 2004. The Company expects to make additional voluntary contributions
to the plan during 2003 of up to $12,000.
Forward-Looking Statements
Statements in this Form 10-Q concerning the Company's business outlook or future
economic performance, anticipated profitability, revenues, expenses, 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, 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; 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 and dispositions; general
economic conditions; and significant
10
armed conflict, 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
Other than as disclosed, there have been no material changes in the Company's
exposure to market risk from the disclosure included in Belo's report of Form
10-K for the fiscal year ended December 31, 2002.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chairman of the Board, President
and Chief Executive Officer and Executive Vice President/Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chairman of the Board, President and Chief Executive
Officer and Executive Vice President/Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.
There have been no significant changes in the Company's internal controls or in
other factors which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.
PART II.
ITEM 1. LEGAL PROCEEDINGS
A number of legal proceedings are pending against the Company, including several
actions for alleged libel. In the opinion of management, liabilities, if any,
arising from these actions would not have a material adverse effect on the
results of operations, liquidity or financial position of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Company with the Securities and
Exchange Commission, as indicated. Exhibits marked with a tilde (~) are
management contracts or compensatory plan contracts or arrangements
filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. All other
documents are filed with this report.
11
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 Securities and
Exchange 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"))
3.11 * Amendment No. 1 to Amended and Restated Bylaws of the Company,
effective February 7, 2003 (Exhibit 3.11 to the Company's Annual
Report on Form 10-K dated March 12, 2003 (the "2002 Form 10-K"))
4.1 Certain rights of the holders of the Company's Common Stock are
set forth in Exhibits 3.1-3.11 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 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)
(3) * $200 million 7-3/4% Senior Debenture due 2027 (Exhibit
4.6(4) to the 2nd 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 2nd Quarter 1997 Form
10-Q)
(5) * (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)
(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 3rd
Quarter 1997 Form 10-Q)
(7) * $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"))
(8) * 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)
* (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)
13
EXHIBIT
NUMBER DESCRIPTION
* (e) Fourth Amendment to Belo Savings Plan effective
as of August 23, 2002 (Exhibit 10.2(1)(e) to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002 (the "3rd
Quarter 2002 Form 10-Q"))
* (f) Fifth Amendment to Belo Savings Plan effective
as of September 27, 2002 (Exhibit 10.2(1)(f) to the
3rd Quarter 2002 Form 10-Q)
* (g) Sixth Amendment to the Belo Savings Plan
effective as of January 1, 2002 (Exhibit 10.2(1)(g)
to the 2002 Form 10-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 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)
* (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)
12 Ratio of Earnings to Fixed Charges
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
14
(b) Reports on Form 8-K.
During the last quarter covered by this report, there were no reports
on 8-K filed.
15
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 12, 2003 By: /s/ Dunia A. Shive
---------------------------------
Dunia A. Shive
Executive Vice President/
Chief Financial Officer
(Authorized Officer and Principal
Financial and Accounting Officer)
16
CERTIFICATIONS
I, Robert W. Decherd, Chairman of the Board, President and Chief Executive
Officer of Belo Corp., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Belo Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003 By: /s/ Robert W. Decherd
---------------------------
Robert W. Decherd
Chairman of the Board,
President and Chief Executive Officer
17
I, Dunia A. Shive, Executive Vice President/Chief Financial Officer of Belo
Corp., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Belo Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003 By: /s/ Dunia A. Shive
----------------------------------
Dunia A. Shive
Executive Vice President/
Chief Financial Officer
18
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
Securities and Exchange 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"))
3.11 * Amendment No. 1 to Amended and Restated Bylaws of the Company,
effective February 7, 2003 (Exhibit 3.11 to the Company's
Annual Report on Form 10-K dated March 12, 2003 (the "2002
Form 10-K"))
4.1 Certain rights of the holders of the Company's Common Stock
are set forth in Exhibits 3.1-3.11 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)
EXHIBIT
NUMBER DESCRIPTION
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 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)
(3) * $200 million 7-3/4% Senior Debenture due 2027 (Exhibit
4.6(4) to the 2nd 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 2nd Quarter 1997 Form
10-Q)
(5) * (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)
(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 3rd
Quarter 1997 Form 10-Q)
(7) * $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"))
(8) * 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"))
EXHIBIT
NUMBER DESCRIPTION
* (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)
* (e) Fourth Amendment to Belo Savings Plan effective as
of August 23, 2002 (Exhibit 10.2(1)(e) to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002 (the "3rd
Quarter 2002 Form 10-Q"))
* (f) Fifth Amendment to Belo Savings Plan effective as of
September 27, 2002 (Exhibit 10.2(1)(f) to the 3rd
Quarter 2002 Form 10-Q)
* (g) Sixth Amendment to the Belo Savings Plan effective
as of January 1, 2002 (Exhibit 10.2(1)(g) to the
2002 Form 10-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 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)
EXHIBIT
NUMBER DESCRIPTION
~(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)
* (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)
12 Ratio of Earnings to Fixed Charges
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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.