##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 1-33741
 A. H. Belo Corporation
  Delaware
    
    38-3765318(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    identification no.)P. O. Box 224866Dallas, Texas
    
    75222-4866(Address of principal executive offices)
    
    (Zip code)
 (214) 977-8200
  None
  Yes þ No o
  Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
  Yes o No þ
  Class
    
    Outstanding at November 6, 2009Common Stock, $.01 par value
    
    20,544,560
 
 *
    
    Consisting of 18,100,970 shares of Series A Common Stock and
2,443,590 shares of Series B Common Stock.




---



##### 



A. H. BELO CORPORATION
 FORM 10-Q
 TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4T. Controls and Procedures
    
    
    19PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    21Signatures
    
    
    24EX-10.1EX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



PART I.
 
 Item 1. Financial Statements
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three months ended September 30,
    
    
    Nine months ended September 30,In thousands, except per share amounts (unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net Operating RevenuesAdvertising
    
    $
    83,816
    
    
    $
    114,811
    
    
    $
    260,638
    
    
    $
    364,575Circulation
    
    
    35,228
    
    
    
    31,563
    
    
    
    100,208
    
    
    
    90,943Other
    
    
    7,823
    
    
    
    7,459
    
    
    
    22,019
    
    
    
    21,757Total net operating revenues
    
    
    126,867
    
    
    
    153,833
    
    
    
    382,865
    
    
    
    477,275Operating Costs and ExpensesSalaries, wages and employee benefits
    
    
    51,668
    
    
    
    77,804
    
    
    
    166,283
    
    
    
    220,909Other production, distribution and operating costs
    
    
    48,920
    
    
    
    60,768
    
    
    
    155,652
    
    
    
    182,682Newsprint, ink and other supplies
    
    
    12,302
    
    
    
    23,523
    
    
    
    48,345
    
    
    
    70,230Asset impairments
    
    
    20,000
    
    
    
    4,535
    
    
    
    102,689
    
    
    
    4,535Depreciation
    
    
    9,257
    
    
    
    10,962
    
    
    
    29,456
    
    
    
    35,414Amortization
    
    
    1,625
    
    
    
    1,625
    
    
    
    4,874
    
    
    
    4,875Total operating costs and expenses
    
    
    143,772
    
    
    
    179,217
    
    
    
    507,299
    
    
    
    518,645Loss from operations
    
    
    (16,905
    )
    
    
    (25,384
    )
    
    
    (124,434
    )
    
    
    (41,370
    )Other (Expense) Income, NetInterest expense
    
    
    (211
    )
    
    
    (52
    )
    
    
    (802
    )
    
    
    (3,283
    )Other (expense) income, net
    
    
    240
    
    
    
    (25
    )
    
    
    362
    
    
    
    1,237Total other (expense) income, net
    
    
    29
    
    
    
    (77
    )
    
    
    (440
    )
    
    
    (2,046
    )Loss before income taxes
    
    
    (16,876
    )
    
    
    (25,461
    )
    
    
    (124,874
    )
    
    
    (43,416
    )Income tax benefit
    
    
    (11,110
    )
    
    
    (8,203
    )
    
    
    (8,970
    )
    
    
    (14,243
    )Net loss
    
    $
    (5,766
    )
    
    $
    (17,258
    )
    
    $
    (115,904
    )
    
    $
    (29,173
    )Net loss per share:Basic and diluted
    
    $
    (0.28
    )
    
    $
    (0.84
    )
    
    $
    (5.65
    )
    
    $
    (1.42
    )Weighted average shares outstanding:Basic and diluted
    
    
    20,538
    
    
    
    20,479
    
    
    
    20,529
    
    
    
    20,477Dividends declared per share
    
    $
    
    
    
    $
    0.375
    
    
    $
    
    
    
    $
    0.625
 See accompanying Notes to Condensed Consolidated Financial Statements.
 3




---



##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEETS
  September 30,2009
    
    
    December 31,In thousands, except share and per share amounts
    
    (unaudited)
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    10,825
    
    
    $
    9,934Accounts receivable (net of allowance of $5,575 and $
5,332 at September 30, 2009 and December 31, 2008,
respectively)
    
    
    57,697
    
    
    
    77,383Income tax refund receivable through Belo Corp.
    
    
    11,978
    
    
    
    Inventories
    
    
    11,653
    
    
    
    22,641Deferred income taxes, net
    
    
    5,266
    
    
    
    5,415Assets held for sale
    
    
    5,268
    
    
    
    Prepaids and other current assets
    
    
    8,242
    
    
    
    9,344Total current assets
    
    
    110,929
    
    
    
    124,717Property, plant and equipment at cost:Land
    
    
    26,378
    
    
    
    30,895Buildings and improvements
    
    
    213,014
    
    
    
    232,120Publishing equipment
    
    
    355,404
    
    
    
    358,413Other
    
    
    149,075
    
    
    
    150,065Advance payments on property, plant and equipment
    
    
    12,156
    
    
    
    9,358Total property, plant and equipment
    
    
    756,027
    
    
    
    780,851Less accumulated depreciation
    
    
    543,162
    
    
    
    517,107Property, plant and equipment, net
    
    
    212,865
    
    
    
    263,744Intangible assets, net
    
    
    29,052
    
    
    
    33,927Goodwill
    
    
    24,582
    
    
    
    105,522Investments
    
    
    20,123
    
    
    
    23,016Other assets
    
    
    6,834
    
    
    
    6,752Total assets
    
    $
    404,385
    
    
    $
    557,678
 See accompanying Notes to Condensed Consolidated Financial Statements.
 4




---



##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
  September 30,2009
    
    
    December 31,In thousands, except share and per share amounts
    
    (unaudited)
    
    
    2008Liabilities and Shareholders EquityCurrent liabilities:Current portion of notes payable
    
    $
    
    
    
    $
    10,000Accounts payable
    
    
    14,364
    
    
    
    32,950Accrued compensation and benefits
    
    
    13,458
    
    
    
    27,020Accrued interest on notes payable
    
    
    
    
    
    
    11Other accrued expenses
    
    
    27,708
    
    
    
    18,826Advance subscription payments
    
    
    28,116
    
    
    
    26,335Total current liabilities
    
    
    83,646
    
    
    
    115,142Pension liabilities
    
    
    11,336
    
    
    
    17,096Other post employment benefits
    
    
    7,627
    
    
    
    7,738Deferred income taxes, net
    
    
    5,266
    
    
    
    6,620Other liabilities
    
    
    2,577
    
    
    
    2,430Commitments and contingent liabilitiesShareholders equity:Preferred stock, $.01 par value. Authorized 2,000,000 shares; none issued
    
    
    
    
    
    
    Common stock, $.01 par value. Authorized 125,000,000 sharesSeries A: issued 18,100,946 and 17,774,549 shares at September 30,
2009 and December 31, 2008, respectively
    
    
    180
    
    
    
    176Series B: issued 2,443,614 and 2,704,416 shares at September 30,
2009 and December 31, 2008, respectively
    
    
    25
    
    
    
    28Additional paid-in capital
    
    
    485,193
    
    
    
    484,009Accumulated other comprehensive loss
    
    
    (458
    )
    
    
    (458
    )Accumulated deficit
    
    
    (191,007
    )
    
    
    (75,103
    )Total shareholders equity
    
    
    293,933
    
    
    
    408,652Total liabilities and shareholders equity
    
    $
    404,385
    
    
    $
    557,678
 See accompanying Notes to Condensed Consolidated Financial Statements.
 5




---



##### Table of Contents



CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
  In thousands, except share amounts (unaudited)
    
    Nine months ended September 30, 2009Common Stock
    
    
    
    
    
    AccumulatedAdditional
    
    OtherShares
    
    Shares
    
    
    
    
    
    Paid-in
    
    Comprehensive
    
    AccumulatedSeries A
    
    Series B
    
    Amount
    
    Capital
    
    Loss
    
    Deficit
    
    TotalBalance at December 31, 2008
    
    
    17,774,149
    
    
    
    2,704,816
    
    
    $
    204
    
    
    $
    484,009
    
    
    $
    (458
    )
    
    $
    (75,103
    )
    
    $
    408,652Contribution to Belo Corp.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (321
    )
    
    
    
    
    
    
    
    
    
    
    (321
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,506
    
    
    
    
    
    
    
    
    
    
    
    1,506Conversion of Series B to Series A
    
    
    261,034
    
    
    
    (261,034
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for restricted stock units
    
    
    59,234
    
    
    
    
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (115,904
    )
    
    
    (115,904
    )Balance at September 30, 2009
    
    
    18,094,417
    
    
    
    2,443,782
    
    
    $
    205
    
    
    $
    485,193
    
    
    $
    (458
    )
    
    $
    (191,007
    )
    
    $
    293,933
 See accompanying Notes to Condensed Consolidated Financial Statements.
 6




---



##### Table of Contents



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Nine months ended September 30,In thousands (unaudited)
    
    2009
    
    
    2008OperationsNet loss
    
    $
    (115,904
    )
    
    $
    (29,173
    )Adjustments to reconcile net loss to net cash provided by operations:Depreciation and amortization
    
    
    34,330
    
    
    
    40,289Asset impairments
    
    
    102,689
    
    
    
    4,535Impairment on investment
    
    
    1,000
    
    
    
    Deferred income taxes
    
    
    (73
    )
    
    
    (11,656
    )Employee retirement benefit expense
    
    
    99
    
    
    
    (361
    )Share-based compensation
    
    
    1,311
    
    
    
    (521
    )Other non-cash items
    
    
    (5,518
    )
    
    
    4,626Net changes in operating assets and liabilities, excluding the effects of theDistribution:Accounts receivable
    
    
    7,465
    
    
    
    25,276Inventories
    
    
    10,988
    
    
    
    (9,294
    )Prepaids and other current assets
    
    
    1,102
    
    
    
    282Other, net
    
    
    (143
    )
    
    
    (2,265
    )Accounts payable
    
    
    (18,586
    )
    
    
    2,703Accrued compensation and benefits
    
    
    (13,684
    )
    
    
    (1,490
    )Accrued interest on notes payable
    
    
    (11
    )
    
    
    Other accrued expenses
    
    
    9,039
    
    
    
    1,145Advance subscription payments
    
    
    1,781
    
    
    
    1,336Net cash provided by operations
    
    
    15,885
    
    
    
    25,432InvestmentsCapital expenditures, net
    
    
    (7,833
    )
    
    
    (14,033
    )Other, net
    
    
    2,839
    
    
    
    (321
    )Net cash used for investments
    
    
    (4,994
    )
    
    
    (14,354
    )FinancingDividends and distributions
    
    
    
    
    
    
    (10,240
    )Proceeds (payments) on credit facility
    
    
    (10,000
    )
    
    
    10,000Net cash used for financing activities
    
    
    (10,000
    )
    
    
    (240
    )Net increase in cash and temporary cash investments
    
    
    891
    
    
    
    10,838Cash and cash equivalents at beginning of period
    
    
    9,934
    
    
    
    6,874Cash and cash equivalents at end of period
    
    $
    10,825
    
    
    $
    17,712Supplemental DisclosuresInterest paid, net of amounts capitalized
    
    $
    232
    
    
    $
    Income taxes paid, net of refunds
    
    $
    3,400
    
    
    $
    
 See accompanying Notes to Condensed Consolidated Financial Statements.
 7




---



##### Table of Contents



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   (1)
    
    The accompanying unaudited condensed consolidated financial statements of A. H. Belo
Corporation and its subsidiaries (the Company or A. H. 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. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Transactions between the companies comprising A. H.
Belo have been eliminated in the consolidated financial statements. These condensed
consolidated financial statements should be read in conjunction with the audited financial
statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2008. Operating results for the three and nine month periods ended
September 30, 2009 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2009.
 (2)
    
    Accumulated Other Comprehensive Loss contains the minimum liability related to other
post-employment benefits. Comprehensive Loss for all periods presented is equivalent to net
loss as the amount of accumulated other comprehensive income has not changed.
 (3)
    
    The Company owns and operates three primary daily newspapers: The Dallas Morning News, The
Providence Journal, and The Press-Enterprise(Riverside, CA). Each publishes and distributes
local, state, national, and international news. In addition to these three daily newspapers,
the Company publishes various niche products in the same or nearby markets where the primary
daily newspapers are located. Each of the Companys daily newspapers and niche publications
operates and maintains its own Web site. The Company also operates direct mail and commercial
printing businesses. The Companys operating segments are defined as its newspapers within a
given market. The Company has determined that according to the applicable accounting guidance
all of its operating segments meet the criteria to be aggregated into one reporting segment.On February 8, 2008, Belo Corp. (Belo) contributed all of the stock of its subsidiaries
engaged in the newspaper business and related assets to A. H. Belo (herein referred to as the
Distribution). On February 8, 2008 (the Distribution Date), Belo also distributed, through
a pro rata, tax-free dividend to its shareholders, 0.20 shares of A. H. Belo Series A common
stock for every share of Belo Series A common stock, and 0.20 shares of A. H. Belo Series B
common stock for every share of Belo Series B common stock, owned as of the close of business
on January 25, 2008. As a result of the Distribution, A. H. Belo issued 17,603,499 shares of
Series A common stock and 2,848,496 shares of Series B common stock. This resulted in A. H.
Belo becoming a separate public company with its own management and board of directors. The
assets and liabilities transferred to A. H. Belo were recorded at historical cost as a
reorganization of entities under common control. Following the Distribution, Belo does not have
any ownership interest in A. H. Belo but continues to conduct business with A. H. Belo pursuant
to various agreements, as more fully described in Note 8, and co-own certain investments.The reported results for the nine months ended September 30, 2008 include allocated Belo
corporate expenses up to the Distribution Date only. Corporate expenses for the remainder of
the nine-month period (post-Distribution) comprise actual costs incurred by the Company. The
allocations from Belo include certain costs associated with Belos corporate facilities,
information systems, legal, internal audit, finance (including public company accounting and
reporting), employee compensation and benefits administration, risk management, treasury
administration and tax functions, and are based on actual costs incurred by Belo. Allocations
of corporate facility costs are based on the actual space used. Information technology costs
and employee compensation and benefits administration are allocated based on headcount. Other
costs are allocated to A. H. Belo based on the Companys size relative to the Belo
subsidiaries. Costs allocated to the Company by Belo totaled $7,430 for the 39 days ended
February 8, 2008.On the Distribution Date, Belo settled or assigned intercompany indebtedness between and among
Belo and its subsidiaries, including Belos subsidiaries engaged in the newspaper business and
related assets. Belo settled accounts through contributions of such indebtedness to the capital
of the debtor subsidiaries, distributions by creditor subsidiaries, and other non-cash
transfers, or assigned indebtedness to A. H. Belo. As of the effective time of the
Distribution, Belo had contributed to the capital of A. H. Belo and its subsidiaries
the net intercompany indebtedness owed to Belo by A. H. Belo and its subsidiaries, and
A. H. Belo assumed the indebtedness owed by Belo to the A. H. Belo subsidiaries.
 
 8




---



##### Table of Contents



All dollar amounts are in thousands, other than per share amounts, unless otherwise indicated.
 (4)
    
    The following table presents stock-based awards that are excluded for purposes of calculating
diluted earnings per share for the three and nine months ended September 30, 2009 and 2008:
 Three Months Ended
    
    Nine Months EndedSeptember 30, 2009
    
    September 30, 2008
    
    September 30, 2009
    
    September 30, 2008Options excluded as the effects are antidilutive:Number outstanding
    
    
    4,068
    
    
    
    2,989
    
    
    
    4,068
    
    
    
    2,464Weighted average exercise price
    
    $
    12.95
    
    
    $
    18.50
    
    
    $
    12.95
    
    
    $
    21.04
 (5)
    
    Prior to the Distribution, A. H. Belo established a long-term incentive plan under which
awards may be granted to employees and outside directors in the form of non-qualified stock
options, incentive stock options, restricted shares, restricted stock units, performance
shares, performance units and stock appreciation rights. In addition, options may be
accompanied by stock appreciation rights and limited stock appreciation rights. Rights and
limited rights may also be issued without accompanying options. Cash-based bonus awards are
also available under the plan.In connection with the Distribution, holders of outstanding Belo options received an adjusted
Belo option for the same number of shares of Belo common stock as held before the Distribution
but with a reduced exercise price based on the closing price on February 8, 2008. Holders also
received one new A. H. Belo option for every five Belo options held as of the Distribution Date
(the distribution ratio) with an exercise price based on the closing share price on February 8,
2008. The Belo restricted stock units (RSUs) were treated as if they were issued and
outstanding shares. Holders of Belo RSUs retained their existing RSUs and also received A. H.
Belo RSUs. The number of A. H. Belo RSUs awarded to Belos RSU holders was determined using the
distribution ratio. As a result, the Belo RSUs and the A. H. Belo RSUs, taken together, had the
same aggregate value, based on the closing prices of the Belo stock and the A. H. Belo stock on
the Distribution Date, as the Belo RSUs immediately prior to the Distribution.Each stock option and RSU (of A. H. Belo and of Belo) otherwise has the same terms as the
original awards. The awards continue to vest as under the existing vesting schedule based on
continued employment with A. H. Belo or Belo, as applicable.Share-based compensation cost recognized for awards to A. H. Belos employees and non-employee
directors was $1,489 and $2,598 for the three and nine months ended September 30, 2009,
respectively, and $604 and $1,339 for the three and nine months ended September 30, 2008,
respectively. No compensation cost is recognized related to options issued by A. H. Belo held
by employees and non-employee directors of Belo.
  A. H. Belo Option Activity
  9




---



##### Table of Contents



Number of
    
    
    Weighted AverageOptions
    
    
    Exercise PriceOutstanding at December 31, 2008
    
    
    3,784,388
    
    
    $
    14.32Granted
    
    
    466,620
    
    
    $
    1.26Exercised
    
    
    
    
    
    $
    Canceled
    
    
    (183,474
    )
    
    $
    11.62Outstanding at September 30, 2009
    
    
    4,067,534
    
    
    $
    12.95
  A. H. Belo RSU Activity
  Number of
    
    
    Weighted Average PriceRSUs
    
    
    on Date of GrantOutstanding at December 31, 2008
    
    
    402,951
    
    
    $
    16.63Granted
    
    
    155,540
    
    
    $
    1.26Vested
    
    
    (109,509
    )
    
    $
    19.78Canceled
    
    
    (6,587
    )
    
    $
    16.78Outstanding at September 30, 2009
    
    
    442,395
    
    
    $
    10.40
  (6)
    
    Belo retained sponsorship and funding obligations of the G. B. Dealey Retirement Pension Plan
(Pension Plan), in which some of A. H. Belo employees participate. Under the employee matters
agreement between the Company and Belo, A. H. Belo is obligated to reimburse Belo for 60
percent of each contribution Belo makes to the Pension Plan. As of September 30, 2009, the
Company has recorded a liability of $17,096 for these anticipated future fundings, of which
$5,760 is included in other current liabilities on the balance sheet and will be funded by the
tax refund received by Belo discussed below. The Companys future contribution obligations
could range between $17,100 and $91,000. In September 2009, A. H. Belo and Belo amended the
tax matters agreement executed between the two companies. The amendment allows for the
carry-back of A. H. Belos losses since February 2008 to Belos pre-Distribution tax returns.
See Note 8 for additional information related to the amended tax matters agreement. After the
tax matters agreement was amended, Belo amended a previously filed tax return to generate a
tax refund of $11,978. This tax refund was received by Belo during the fourth quarter of
2009. Belo will apply the refund towards A. H. Belos future pension
obligations. Each reporting period, the Company assesses the adequacy of its liability
recorded for its obligation to reimburse Belo based on current information available regarding
the operation of the Pension Plan. On an annual basis, the plan sponsor, Belo, measures the
funded status of the plan as of December 31. Changes in general market conditions may affect
the funded status of the Pension Plan at each December 31 measurement date.
 (7)
    
    On August 23, 2004, August 26, 2004 and October 5, 2004, three related lawsuits, later
consolidated, were filed by purported shareholders of Belo in the United States District Court
for the Northern District of Texas against Belo, Robert W. Decherd, and Barry T. Peckham, a
former executive officer of The Dallas Morning News, arising out of the circulation
overstatement at The Dallas Morning News. James M. Moroney III was added later as a defendant.
The plaintiffs sought to represent a purported class of shareholders who purchased Belo common
stock between May 12, 2003 and August 6, 2004, and alleged violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934. Under the terms of the February 8, 2008
separation and distribution agreement between the Company and Belo, the two companies agreed
to share equally in any liability, net of any applicable insurance, resulting from the
consolidated lawsuit. On April 2, 2008, the District Court denied plaintiffs motion for
class certification. On August 12, 2009, the United States Court of Appeals for the Fifth
Circuit affirmed the District Courts denial of class certification. On November 9, 2009, Belo
and the other parties to the consolidated lawsuit settled the lawsuit on terms that the Company
considers favorable, without payment of any settlement amount that is material to the Company.
 10




---



##### Table of Contents



On October 24, 2006, 18 former employees of The Dallas Morning Newsfiled a lawsuit against
various A. H. Belo-related parties in the United States District Court for the Northern
District of Texas. The plaintiffs lawsuit alleges unlawful discrimination and ERISA violations
and includes allegations relating to The Dallas Morning Newscirculation overstatement. In June
2007, the court issued a memorandum order granting in part and denying in part defendants
motion to dismiss. In August 2007 and in March 2009, the court dismissed certain additional
claims. A trial date, originally set in January 2009, has been reset to November 2010. The
Company believes the lawsuit is without merit and is defending vigorously against it.On April 13, 2009, four former independent contractor newspaper carriers of The
Press-Enterprise, on behalf of themselves and other similarly situated individuals, filed a
purported class-action lawsuit against A. H. Belo, Belo, Press-Enterprise Company, and as yet
unidentified defendants in the Superior Court of the State of California, County of Riverside.
The complaint alleges that the defendants violated California laws by allegedly improperly
categorizing the plaintiffs and the purported class members as independent contractors rather
than employees, and in doing so, allegedly failed to pay minimum, hourly and overtime wages to
the purported class members and allegedly failed to comply with other laws and regulations
applicable to an employer-employee relationship. Plaintiffs and purported class members are
seeking minimum wages, unpaid regular and overtime wages, unpaid rest break and meal period
compensation, reimbursement of expenses and losses incurred by them in discharging their
duties, payment of minimum wage to all employees who failed to receive minimum wage for all
hours worked in each payroll period, penalties, injunctive and other equitable relief, and
reasonable attorneys fees and costs. The Company believes the lawsuit is without merit and
intends to vigorously defend against these claims.In addition to the proceedings disclosed above, a number of other legal proceedings are pending
against A. H. Belo, including several actions for alleged libel and/or defamation. In the
opinion of management, liabilities, if any, arising from these other legal proceedings would
not have a material adverse effect on A. H. Belos results of operations, liquidity, or
financial condition.
 (8)
    
    In connection with the Distribution, the Company entered into a separation and distribution
agreement; a services agreement; a tax matters agreement; an employee matters agreement which
allocates liabilities and responsibilities regarding employee compensation and benefit plans
and related matters; and, other agreements with Belo or its subsidiaries. Under the separation
and distribution agreement, effective as of the Distribution Date, A. H. Belo and Belo have
agreed to indemnify each other and certain related parties from all liabilities existing or
arising from acts and events occurring, or failing to occur (or alleged to have occurred or to
have failed to occur), regarding each others businesses, whether occurring before, at or
after the effective time of the Distribution; provided, however, that under the terms of the
separation and distribution agreement, the Company and Belo will share equally in any
liabilities, net of any applicable insurance, resulting from certain circulation-related
litigation.Under the services agreement, for a period of up to two years after the Distribution Date, A.
H. Belo and Belo (or their respective subsidiaries) will provide each other various services
and/or support. Payments made or other consideration provided in connection with all continuing
transactions between the Company and Belo will be on an arms-length basis or on a basis
consistent with the business purpose of the parties.Belos Dallas/Fort Worth television station, WFAA-TV, and The Dallas Morning News,owned by A.
H. Belo, have agreed to provide media content, cross-promotion, and other services to the
other. In addition, A. H. Belo and Belo co-own certain downtown Dallas real estate through a
limited liability company formed in connection with the Distribution.The tax matters agreement sets out each partys rights and obligations with respect to payment
deficiencies and refunds, if any, of federal, state, local, or foreign taxes for periods before
and after the Distribution and related matters such as the filing of tax returns and the
conduct of IRS and other audits. Under this agreement, Belo is responsible for all income taxes
prior to the Distribution, except that A. H. Belo is responsible for its share of income taxes
paid on a consolidated basis for the period of January 1, 2008 through February 8, 2008. A. H. Belo is responsible for its income taxes subsequent to the Distribution Date.On September 14, 2009, the Company and Belo entered into the first amendment to the tax matters
agreement. The amendment allows for the carry-back of A. H. Belos losses since February 2008
to Belos pre-Distribution tax returns. In exchange, the Company and Belo have agreed that any
tax refund relating to these net operating losses will be held by Belo and applied to the
Companys share of future contributions to the Pension Plan.On September 24, 2009, Belo amended a previously filed tax return to generate an $11,978
federal income tax refund. This refund was received by Belo in the fourth quarter of 2009.
Belo will apply the refund towards A. H. Belos future pension
obligations and expects the refund to cover any 2010 pension contributions required of A. H.
Belo. Correspondingly, A. H. Belo reversed the associated valuation allowance on its deferred
tax assets related to the net operating losses carried-back by Belo, resulting in an
$11,978 million tax benefit for A. H. Belo.
 11




---



##### Table of Contents



(9)
    
    On January 30, 2009, the Company announced that it would pursue a number of initiatives
that focus on cost reduction. Included in these cost reduction initiatives was a
reduction-in-force of approximately 500 jobs. These reductions were completed in the first
half of 2009, with all associated costs of $3,336 both expensed and paid in the same period.
 (10)
    
    The Company had approximately $756,207 of property, plant and equipment as of September 30,
2009, including approximately $355,404 related to publishing equipment and other fixed assets.
In addition to the original cost of these assets, their recorded value is determined by a
number of estimates made by the Company, including estimated useful lives. In accordance with
the applicable accounting guidance, the Company records impairment charges on long-lived
assets used in operations when events and circumstances indicate that the assets may be
impaired, the undiscounted cash flows estimated to be generated by those assets are less than
the carrying amount of those assets and the net book value of the assets exceeds their
estimated fair value. In making these determinations, the Company uses certain assumptions,
including, but not limited to: (i) the estimated fair value of the assets; and (ii) the
estimated future cash flows expected to be generated by the assets, which estimates are based
on additional assumptions such as asset utilization, length of service and estimated salvage
values.
 (11)
    
    Assets held for sale consist of land and buildings and improvements related to the decision
to market for sale a 133,390 square foot warehouse-assembly facility located on 49.85 acres in
Dallas near Interstate 20 and Interstate 45 (the South Plant).
During the three months ended September 30, 2009, in an additional step to reduce its cost
structure, The Dallas Morning Newselected to consolidate its production facilities and is in
the process of relocating production equipment from the South Plant to its plant in Plano where
the newspapers are printed (the North Plant). The South Plant was built in 2007 and is
utilized by The Dallas Morning Newsfor the collating and assembly of the preprint packages
included in the Sunday paper. The Company, with the assistance of a third party, estimated the
market value of the South Plant based on market information for comparable properties in the
Dallas-Fort Worth area. The estimated market value was compared to carrying value and, as a
result, the Company recorded $20,000 of impairment expense to align the carrying value with
estimated market value, less selling costs. The Company began marketing the South Plant for
sale during the third quarter of 2009.
 Assets held for sale consist of the following:
 September 30, 2009
    
    
    December 31, 2008Land
    
    $
    1,067
    
    
    $
    Building and improvements
    
    $
    4,201Total assets held for sale
    
    $
    5,268
    
    
    $
    
 (12)
    
    Accounting guidance related to goodwill requires that goodwill be tested for impairment using
the two-step method at least annually or between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of a reporting unit
below its carrying amount. The Company measures the fair value of its reporting units annually
on December 31. Changes in general market conditions may affect the fair value of a reporting
unit at the December 31 measurement date, which could lead to an impairment when the Company
completes its annual impairment test. However, any such impairment would not impact the
Companys liquidity. Please refer to Notes 1 and 3 to the Companys consolidated financial
statements in the 2008 Annual Report on Form 10-K for a full description of the Companys
goodwill impairment policies.During the nine months ended September 30, 2009, primarily based upon the continued declining
economic environment which resulted in a larger than anticipated decline in advertising demand
during the first quarter of 2009 and potentially the remainder of the year, the Company
determined that sufficient evidence existed to require it to perform an interim goodwill
impairment analysis. During the first quarter of 2009, the Company performed the first step of
its interim goodwill impairment test for both The Dallas Morning Newsand The Providence
Journal. The Company uses the discounted cash flows method to determine fair value of its
operating units. The use of discounted cash flows is based on assumptions requiring significant
judgment regarding revenue growth rates, margins, discount factors and tax rates. The
assumptions used in the step one analysis are consistent with the Companys current estimates
and projections, some of which differ from the assumptions used for the annual impairment
testing in December 2008. The change in assumptions is driven by greater than anticipated
declines in revenue in the first quarter of 2009 which resulted in lower margins, despite
significant cost reductions.The step one analysis results indicated a potential goodwill impairment existed at The
Providence Journal, but not at The Dallas Morning News. While the step one analysis for both
reporting units reflected significant declines in forecasted advertising revenue based on the
results from the first three months of 2009, when the analysis was performed, The Dallas
Morning News
 12




---



##### Table of Contents



expected to continue to produce sufficient margins such that the carrying amount of its
goodwill is not impaired. In performing the step one analysis for The Dallas Morning News,
management also considered the sensitivity of its assumptions to additional risk and concluded
that the step one analysis would continue to not indicate impairment with more conservative
inputs. However, due to the relative size of the carrying amount and estimated fair value of
The Providence Journal,its margins were impacted such that the carrying amount of the
reporting unit exceeded its estimated fair value. Therefore, the Company performed the second
step of the goodwill impairment analysis, which involves calculating the implied impairment of
goodwill for The Providence Journal. The second step involved allocating the estimated fair
value of the operating unit to all of its assets and liabilities, except goodwill, and
comparing the residual fair value to the carrying amount of goodwill of The Providence Journal.
During the first quarter of 2009, the Company determined the goodwill related to The Providence
Journalwas impaired and recorded a non-cash goodwill impairment charge of $80,940. After
recording the impairment charge, no goodwill remained related to The Providence Journal.
 A summary of the changes in the Companys recorded goodwill is below:
 The Dallas
    
    
    The Providence
    
    
    TheTotal Goodwill
    
    
    Morning News
    
    
    Journal
    
    
    Press-EnterpriseBalance at December 31, 2008
    
    $
    105,522
    
    
    $
    24,582
    
    
    $
    80,940
    
    
    $
    Goodwill impairment
    
    
    (80,940
    )
    
    
    
    
    
    
    (80,940
    )
    
    
    Balance at September 30, 2009
    
    
    24,582
    
    
    
    24,582
    
    
    
    
    
    
    
    
 (13)
    
    On January 30, 2009, the Company entered into an amendment and restatement of its existing
Credit Agreement dated as of February 4, 2008 with JP Morgan Chase Bank, N.A., J.P. Morgan
Securities Inc., Banc of America Securities LLC, Bank of America, N.A. and certain other
lenders party thereto (the Amended and Restated Credit Agreement). The Amended and Restated
Credit Agreement was effective as of January 30, 2009 and matures April 30, 2011. The Amended
and Restated Credit Agreement provides for a $50,000 working capital facility that is subject
to a borrowing base. Among other matters, the Amended and Restated Credit Agreement creates an
asset-based revolving credit facility secured by the Companys accounts receivable, inventory,
specified real property and other assets; sets pricing at the London Interbank Offered Rate
(LIBOR) plus 375 basis points; establishes minimum quarterly adjusted EBITDA covenant
requirements in 2009; establishes a fixed charge coverage ratio in 2010 of 1.0 to 1.0; allows
capital expenditures and investments of up to $16,000 per year in total; allows the Company to
pay dividends when the Companys fixed charge coverage ratio exceeds 1.2 to 1.0 and the
aggregate availability under the credit facility exceeds $15,000; and contains other covenants
and restrictions, including those which have limitations on indebtedness, liens, and asset
sales. Adjusted EBITDA means, for any period, net income for such period plus (a) without
duplication and to the extent deducted in determining net income for such period, the sum of
(i) interest expense for such period, (ii) income tax expense for such period, (iii) all
amounts attributable to depreciation and amortization expense for such period, (iv) any
extraordinary or non-recurring non-cash charges or expenses for such period, (v) any other
non-cash charges for such period including, without limitation, any non-cash stock-based
compensation expenses for such period, and (vi) restructuring costs in an amount not to exceed
$10,000 minus (b) without duplication and to the extent included in net income, (i) any cash
payments made during such period in respect of non-cash charges described in clause (a)(v)
taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for
such period, all calculated for the Company and its subsidiaries on a consolidated basis in
accordance with generally accepted accounting principles, (GAAP). In connection with the
Amended and Restated Credit Agreement, the Company and each of specified subsidiaries entered
into an Amended and Restated Pledge and Security Agreement granting a security interest in
substantially all personal property and other assets now owned or thereafter acquired. In
addition, the Amended and Restated Credit Agreement requires certain of the Companys
subsidiaries to enter into mortgages or deeds of trust granting liens on certain specified
real property. Under the revolving credit facility, the Company must meet the minimum
adjusted EBITDA covenants as outlined below:
 For the 12 months ended September 30, 2009:
    
    $
    15,000For the 12 months ended December 31, 2009:
    
    $
    22,500
 The Company was in compliance with the minimum adjusted EBITDA covenant at September 30, 2009.Compliance with the minimum adjusted EBITDA and other financial covenants depends on the
Companys financial condition and results of operations, which are subject to a number of
factors, including current and future economic conditions. Based on the Companys projections
for the remainder of fiscal year 2009, which incorporate the Companys assessment of current
economic conditions, the projections currently indicate that the Company should be able to meet
these financial covenants
 13




---



##### Table of Contents



throughout fiscal year 2009. These projections are based on revenue
and expense estimates for the remainder of 2009 and include the implementation of continuing
expense savings initiatives, as well as other expense and revenue expectations for the
remainder of fiscal year 2009. However, there can be no assurance of the Companys ability to
meet these projections, achieve the performance estimates or assumptions underlying these
projections or these financial covenants.Throughout 2008 and the first nine months of 2009, the economy has experienced disruptions
resulting from the sub-prime mortgage crisis and general credit market conditions in the United
States. The full effect that these disruptions will have on the Companys results as well as
their length and ultimate severity are difficult to predict. Should these or other economic
conditions worsen or persist for an extended time, the Companys results could be materially
adversely affected. Due to the dynamic nature of assumptions used in estimating the Companys
financial results and the Companys inability to control the effect of the current economic
conditions, actual results may differ materially from the Companys projections. Furthermore,
the Companys results may be affected by continued economic and political developments and
those effects could be material to the consolidated financial statements.If the current economic environment causes advertising revenues to decline more than currently
anticipated, if other parts of our business experience adverse effects, or if our
expense-saving initiatives prove insufficient, then we may not be able to meet these financial
covenants. Absent a waiver from the Amended and Restated Credit Agreement lenders, not meeting
these financial covenants will result in an event of default under the Amended and Restated
Credit Agreement. Upon the occurrence of an event of default, the Amended and Restated Credit
Agreement lenders could elect to terminate all commitments to extend further credit and declare
all amounts outstanding to be immediately due and payable.The Companys ability to borrow under the Amended and Restated Credit Agreement depends on a
borrowing base determined from a formula based on the levels of our accounts receivable and
inventory. If our accounts receivable and inventory are insufficient (including, with respect
to accounts receivable, as a result of decreased revenues), then we may be unable to borrow
under the Amended and Restated Credit Agreement notwithstanding compliance with the Amended and
Restated Credit Agreements financial covenants. Notes payable at September 30, 2009 and
December 31, 2008 consist of the following:
 September 30, 2009
    
    December 31, 2008Current maturity of revolving notes
    
    $
    
    
    
    $
    10,000
 (14)
    
    Management has determined that the fair value of the Companys financial instruments which
include cash and cash equivalents, accounts receivable, cost method investments, accounts
payable and notes payable approximate their carrying values as of September 30, 2009 and
December 31, 2008 primarily due to the short-term nature, and/or the variable interest rates
associated with such instruments.(15)
    
    The total number of authorized shares of common stock is 125,000,000 shares. The Company has
two series of common stock outstanding, Series A and Series B, each with a par value of $0.01
per share. The Series A and Series B shares are identical except as noted herein. Series B
shares are entitled to 10 votes per share on all matters submitted to a vote of shareholders,
while the Series A shares are entitled to one vote per share. Series B shares are convertible
at any time on a one-for-one basis into Series A shares but Series A shares are not
convertible into Series B shares. Shares of The Companys Series A common stock are traded on
the New York Stock Exchange (NYSE symbol: AHC). There is no established public trading market
for shares of Series B common stock. Transferability of the Series B shares is limited to
family members and affiliated entities of the holder. Upon any other type of transfer, the
Series B shares automatically convert into Series A shares.(16)
    
    Management has evaluated the period from September 30, 2009 to November 13, 2009, the date
the financial statements were issued, for recognizable and reportable subsequent events.(17)
    
    In June 2009, the Financial Accounting Standards Board (FASB) issued The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, which
establishes the FASB Accounting Standards Codification
(the Codification) as the source of authoritative US GAAP recognized by the FASB to be
applied to nongovernmental entities. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also included in the
Codification as sources of authoritative US GAAP for SEC registrants. The Codification is
effective for financial statements issued for interim and annual periods ending after September
15, 2009. The Company implemented the Codification in its Form 10-Q for the quarter ended
September 30, 2009. The adoption of the Codification did not affect reported results of
operations, financial condition or cash flows.
 14




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
(dollars in thousands, except per share amounts)
 The following information should be read in conjunction with the Companys Condensed Consolidated
Financial Statements and related Notes filed as part of this report.
 Overview
 The Dallas Morning News, The Providence Journal The
Press-Enterprise
  Results of Operations
 (Dollars in thousands, except per share amounts)
 Consolidated Results of Operations
 Three months ended September 30,
    
    
    Nine months ended September 30,Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage2009
    
    
    Change
    
    
    2008
    
    
    2009
    
    
    Change
    
    
    2008Net operating revenues
    
    $
    126,867
    
    
    
    (17.5
    )%
    
    $
    153,833
    
    
    $
    382,865
    
    
    
    (19.8
    )%
    
    $
    477,275Operating costs and expenses
    
    
    143,772
    
    
    
    (19.8
    )%
    
    
    179,217
    
    
    
    507,299
    
    
    
    (2.2
    )%
    
    
    518,645Other income (expense), net
    
    
    29
    
    
    
    137.7
    %
    
    
    (77
    )
    
    
    (440
    )
    
    
    (78.5
    )%
    
    
    (2,046
    )Loss before income taxes
    
    
    (16,876
    )
    
    
    (33.7
    )%
    
    
    (25,461
    )
    
    
    (124,874
    )
    
    
    187.6
    %
    
    
    (43,416
    )Income tax expense (benefit)
    
    
    (11,110
    )
    
    
    (35.4
    )%
    
    
    (8,203
    )
    
    
    (8,970
    )
    
    
    37.0
    %
    
    
    (14,243
    )Net loss
    
    $
    (5,766
    )
    
    
    (66.6
    )%
    
    $
    (17,258
    )
    
    $
    (115,904
    )
    
    
    297.3
    %
    
    $
    (29,173
    )
  Revenues
 Three months ended September 30,
    
    
    Nine months ended September 30,Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage2009
    
    
    Change
    
    
    2008
    
    
    2009
    
    
    Change
    
    
    2008Advertising
    
    $
    83,816
    
    
    
    (27.0
    )%
    
    $
    114,811
    
    
    $
    260,638
    
    
    
    (28.5
    )%
    
    $
    364,575Circulation
    
    
    35,228
    
    
    
    11.6
    %
    
    
    31,563
    
    
    
    100,208
    
    
    
    10.2
    %
    
    
    90,943Other
    
    
    7,823
    
    
    
    4.9
    %
    
    
    7,459
    
    
    
    22,019
    
    
    
    1.2
    %
    
    
    21,757Net operating revenues
    
    $
    126,867
    
    
    
    (17.5
    )%
    
    $
    153,833
    
    
    $
    382,865
    
    
    
    (19.8
    )%
    
    $
    477,275
 15




---



##### Table of Contents



The Dallas Morning News, The Press-Enterprise The Providence Journal The Dallas Morning News The Press-Enterprise The Providence Journal
   Operating Costs and Expenses
 The Dallas Morning News The Providence Journal The Dallas Morning News.
 16




---



##### Table of Contents



Interest Expense
  Other Income, Net
  Income Taxes
   Liquidity and Capital Resources
 Operating Cash Flows
   Investing Cash Flows
  17




---



##### Table of Contents



Financing Cash Flows
    For the 12 months ended September 30, 2009:
    
    $
    15,000For the 12 months ended December 31, 2009:
    
    $
    22,500
    18




---



##### Table of Contents



Forward-Looking Statements
   
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T.
    
    Controls and Procedures
   19




---



##### Table of Contents



PART II.
 
 Item 1. Legal Proceedings
 The Dallas Morning News The
Dallas Morning News.
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Issuer Purchases of Equity Securities
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  20




---



##### Table of Contents



Item 6. Exhibits
  Exhibit Number
    
    Description2.1
    
    
    
    *
    
    Separation and Distribution Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of
February 8, 2008 (Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 12, 2008 (Securities and Exchange Commission File No. 001-33741) (the
February 12, 2008 Form 8-K))3.1
    
    
    
    *
    
    Amended and Restated Certificate of Incorporation of the Company (Exhibit 3.1 to Amendment No. 3 to the
Companys Form 10 dated January 18, 2008 (Securities and Exchange Commission File No. 001-33741) (the Third
Amendment to Form 10))3.2
    
    
    
    *
    
    Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated January
11, 2008 (Exhibit 3.2 to Post-Effective Amendment No. 1 to Form 10 dated January 31, 2008 (Securities and
Exchange Commission File No. 001-33741))3.3
    
    
    
    *
    
    Amended and Restated Bylaws of the Company, effective January 11, 2008 (Exhibit 3.3 to the Third Amendment
to Form 10)4.1
    
    
    
    
    
    Certain rights of the holders of the Companys Common Stock are set forth in Exhibits 3.1-3.3 above4.2
    
    
    
    *
    
    Specimen Form of Certificate representing shares of the Companys Series A Common Stock (Exhibit 4.2 to the
Third Amendment to Form 10)4.3
    
    
    
    *
    
    Specimen Form of Certificate representing shares of the Companys Series B Common Stock (Exhibit 4.3 to the
Third Amendment to Form 10)4.4
    
    
    
    *
    
    Rights Agreement dated as of January 11, 2008 between the Company and Mellon Investor Services LLC (Exhibit
4.4 to the Third Amendment to Form 10)10.1
    
    
    
    
    
    Financing agreements:(1)* Credit Agreement dated as of February 4, 2008 among the Company, as Borrower, JPMorgan Chase, N.A., as
Administrative Agent, JPMorgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers
and Bookrunners, Bank of America, N.A., as Syndication Agent, SunTrust Bank and Capitol One Bank, N.A. as
Co-Documentation Agents (Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 5, 2008 (Securities and Exchange Commission File No. 001-33741))(2)* First Amendment and Waiver to the Credit Agreement dated as of October 23, 2008 (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2008
(Securities and Exchange Commission File No. 001-33741))(3)* Amended and Restated Credit Agreement dated as of January 30, 2009, (Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2009 (Securities
and Exchange Commission File No. 001-33741) (the February 2, 2009 Form 8-K))(4)* Amended and Restated Pledge and Security Agreement dated as of January 30, 2009 (Exhibit 10.2 to the
February 2, 2009 From 8-K)(5) First Amendment to the Amended and Restated Credit Agreement dated as of August 18, 2009.10.2
    
    
    
    
    
    Compensatory plans:~
    
    (1)* A. H. Belo Corporation Savings Plan (Exhibit 10.4 to the February 12, 2008 Form 8-K)* (a) First Amendment to the A. H. Belo Savings Plan dated September 23, 2008 (Exhibit 10.2(1)(A) to the
 21




---



##### Table of Contents



Exhibit Number
    
    DescriptionCompanys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14,
2008 (Securities and Exchange Commission File No. 001-33741))*(b)
    
    Second Amendment to the A. H. Belo Savings Plan effective March 27, 2009 (Exhibit 10.1 to the Companys
Current Report on From 8-K filed with the Securities and Exchange Commission on April 2, 2009 (Securities and
Exchange Commission File No. 001-33741) (the April 2, 2009
Form 8-K))*(c)
    
    Third Amendment to the A. H. Belo Savings Plan effective March 31, 2009 (Exhibit 10.2 to the April 2,
2009 Form 8-K)*(d)
    
    Fourth Amendment to the A. H. Belo Savings Plan dated September 10, 2009,
(Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 10, 2009 (Securities and Exchange Commission File No. 001-33741))~
    
    (2)*
    
    A. H. Belo Corporation 2008 Incentive Compensation Plan (Exhibit 10.5 to the February 12, 2008 Form
8-K)* (a)
    
    First Amendment to A. H. Belo 2008 Incentive Compensation Plan effective July 23, 2008 (Exhibit
10.2(2)(A) to the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on August 14, 2008 (Securities and Exchange Commission File No. 001-33741))* (b)
    
    Form of A. H. Belo 2008 Incentive Compensation Plan Non-Employee Director Evidence of Award (Exhibit
10.2(2)(A) to the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 15, 2008 (Securities and Exchange Commission File No. 001-33741) (the First Quarter 2008 Form 10-Q))* (c)
    
    Form of A. H. Belo 2008 Incentive Compensation Plan Evidence of Award (for Employee Awards) (Exhibit
10.2(2)(B) to the First Quarter 2008 Form 10-Q)~
    
    (3)*
    
    A. H. Belo Pension Transition Supplement Restoration Plan effective January 1, 2008 (Exhibit 10.6 to
the February 12, 2008 Form 8-K)*(a)
    
    First Amendment to the A. H. Belo Pension Transition Supplement Restoration Plan dated March 31, 2009
(Exhibit 10.4 to the April 2, 2009 From 8-K)~
    
    (4)*
    
    A. H. Belo Corporation Change In Control Severance Plan (Exhibit 10.7 to the February 12, 2008 Form
8-K)* (a)
    
    Amendment to the A. H. Belo Change in Control Severance Plan dated March 31, 2009 (Exhibit 10.3 to the
April 2, 2009 Form 8-K)10.3
    

    Agreements relating to the Distribution of A. H. Belo:(1)*
    
    
    
    Tax Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008
(Exhibit 10.1 to the February 12, 2008 Form 8-K)* (a)   First Amendment to Tax Matters Agreement by and between Belo Corp. and A. H. Belo
Corporation dated September 14, 2009 (Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on September 15, 2009 (Securities and
Exchange Commission file No. 00-00741))(2)*
    
    
    
    Employee Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8,
2008 (Exhibit 10.2 to the February 12, 2008 Form 8-K)(3)*
    
    
    
    Services Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008
(Exhibit 10.3 to the February 12, 2008 Form 8-K)(4)*
    
    
    
    Separation and Distribution Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of
February 8, 2008 (See Exhibit 2.1 to the February 12, 2008 Form 8-K)
 22




---



##### Table of Contents



Exhibit Number
    
    Description31.1
    
    
    

    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 23




---



##### Table of Contents



SIGNATURES
  A. H. BELO CORPORATIONNovember 13, 2009
    By:
    /s/ Alison K. EngelAlison K. EngelSenior Vice President/Chief Financial Officer and
Treasurer (Principal Financial Officer &
Principal Accounting Officer) 
 EXHIBIT INDEX
 Exhibit Number
    
    Description10.1
    
    First Amendment to the Amended and Restated Credit Agreement dated as of August 18, 200931.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 24