##### 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: June 30, 2008
 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
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    38-3765318(I.R.S. employer
identification no.)
 P. O. Box 224866
Dallas, Texas(Address of principal executive offices)
    
    75222-4866(Zip code)
 (214) 977-4866
 None
  Yes þ No o
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o  Yes o No þ
  Class
    
    Outstanding at July 31, 2008Common Stock, $.01 par value
    
    20,478,803
 
 *
    
    Consisting
of 17,776,627 shares
of Series A Common Stock and 2,702,176 shares of Series B
Common Stock.




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##### 



A. H. BELO CORPORATION
FORM 10-Q
TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATION
    
    3Item 1. Financial Statements
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    16Item 4T. Controls and Procedures
    
    17PART II OTHER INFORMATION
    
    17Item 1. Legal Proceedings
    
    17Item 1A. Risk Factors
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    17Item 3. Defaults Upon Senior Securities
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    18Item 5. Other Information
    
    18Item 6. Exhibits
    
    18Signatures
    
    20
  2




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##### Table of Contents



PART I.
 
 Item 1. Financial Statements
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended June 30,

    
    Six months ended June 30,In thousands, except per share amounts (unaudited)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net Operating RevenuesAdvertising
    
    $
    125,341
    
    
    $
    157,704
    
    
    $
    249,764
    
    
    $
    299,649Circulation
    
    
    30,275
    
    
    
    27,894
    
    
    
    59,380
    
    
    
    55,511Other
    
    
    7,639
    
    
    
    6,678
    
    
    
    14,298
    
    
    
    12,829Total net operating revenues
    
    
    163,255
    
    
    
    192,276
    
    
    
    323,442
    
    
    
    367,989Operating Costs and ExpensesSalaries, wages and employee benefits
    
    
    68,840
    
    
    
    72,492
    
    
    
    143,105
    
    
    
    147,791Other production, distribution and operating costs
    
    
    60,948
    
    
    
    65,170
    
    
    
    121,914
    
    
    
    126,069Newsprint, ink and other supplies
    
    
    23,738
    
    
    
    26,007
    
    
    
    46,707
    
    
    
    52,675Depreciation
    
    
    12,211
    
    
    
    11,352
    
    
    
    24,452
    
    
    
    22,712Amortization
    
    
    1,625
    
    
    
    1,625
    
    
    
    3,250
    
    
    
    3,250Total operating costs and expenses
    
    
    167,362
    
    
    
    176,646
    
    
    
    339,428
    
    
    
    352,497(Loss) earnings from operations
    
    
    (4,107
    )
    
    
    15,630
    
    
    
    (15,986
    )
    
    
    15,492Other Income and ExpenseInterest expense
    
    
    (165
    )
    
    
    (9,035
    )
    
    
    (3,231
    )
    
    
    (17,779
    )Other income, net
    
    
    305
    
    
    
    2,608
    
    
    
    1,262
    
    
    
    2,782Total other income (expense)
    
    
    140
    
    
    
    (6,427
    )
    
    
    (1,969
    )
    
    
    (14,997
    )(Loss) earnings before income taxes
    
    
    (3,967
    )
    
    
    9,203
    
    
    
    (17,955
    )
    
    
    495Income tax benefit
    
    
    (770
    )
    
    
    (3,097
    )
    
    
    (6,040
    )
    
    
    (2,409
    )Net (loss) earnings
    
    $
    (3,197
    )
    
    $
    12,300
    
    
    $
    (11,915
    )
    
    $
    2,904Net (loss) earnings per share:Basic and diluted
    
    $
    (0.16
    )
    
    $
    0.60
    
    
    $
    (0.58
    )
    
    $
    0.14Weighted average shares outstanding:Basic and diluted
    
    
    20,478
    
    
    
    20,452
    
    
    
    20,476
    
    
    
    20,452Dividends declared per share
    
    $
    
    
    
    
    N/A
    
    
    $
    0.25
    
    
    
    N/A
 See accompanying Notes to Condensed Consolidated Financial Statements.
 3




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##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2008
    
    
    2007In thousands, except share and per share amounts
    
    (unaudited)AssetsCurrent assets:Cash and temporary cash investments
    
    $
    24,882
    
    
    $
    6,874Accounts receivable, net
    
    
    72,408
    
    
    
    90,792Inventories
    
    
    17,287
    
    
    
    11,407Deferred income taxes
    
    
    6,144
    
    
    
    4,744Prepaids and other current assets
    
    
    11,093
    
    
    
    8,202Total current assets
    
    
    131,814
    
    
    
    122,019Property, plant and equipment at cost:Land
    
    
    31,158
    
    
    
    46,403Buildings and improvements
    
    
    219,085
    
    
    
    232,267Publishing equipment
    
    
    356,252
    
    
    
    351,323Other
    
    
    164,279
    
    
    
    144,503Advance payments on property, plant and equipment
    
    
    16,725
    
    
    
    23,614Total property, plant and equipment
    
    
    787,499
    
    
    
    798,110Less accumulated depreciation
    
    
    512,276
    
    
    
    490,322Property, plant and equipment, net
    
    
    275,223
    
    
    
    307,788Intangible assets, net
    
    
    37,176
    
    
    
    40,426Goodwill
    
    
    119,667
    
    
    
    119,667Other assets
    
    
    43,237
    
    
    
    29,810Total assets
    
    $
    607,117
    
    
    $
    619,710
 See accompanying Notes to Condensed Consolidated Financial Statements.
 4




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##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
 June 30,
    
    
    December 31,2008
    
    
    2007In thousands, except share and per share amounts
    
    (unaudited)Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    30,016
    
    
    $
    25,384Accrued compensation and benefits
    
    
    41,078
    
    
    
    31,161Accrued interest on notes payable to Belo Corp.
    
    
    
    
    
    
    35,148Other accrued expenses
    
    
    1,729
    
    
    
    3,822Advance subscription payments
    
    
    27,587
    
    
    
    24,495Current portion of notes payable to Belo Corp.
    
    
    
    
    
    
    392Total current liabilities
    
    
    100,410
    
    
    
    120,402Notes payable to Belo Corp.
    
    
    
    
    
    
    378,916Deferred income taxes
    
    
    26,809
    
    
    
    19,189Other liabilities
    
    
    13,916
    
    
    
    14,263Shareholders 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 17,757,642 shares at June 30, 2008
    
    
    176
    
    
    
    Series B: Issued 2,721,161shares at June 30, 2008
    
    
    28
    
    
    
    Additional paid-in capital
    
    
    482,813
    
    
    
    Retained deficit
    
    
    (17,035
    )
    
    
    Belo Corp. equity
    
    
    
    
    
    
    86,940Total shareholders equity
    
    
    465,982
    
    
    
    86,940Total liabilities and shareholders equity
    
    $
    607,117
    
    
    $
    619,710
 See accompanying Notes to Condensed Consolidated Financial Statements.
 5




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##### Table of Contents



CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 In thousands, except share amounts (unaudited)
    
    Six months ended June 30, 2008Common Stock
    
    AdditionalShares
    
    Shares
    
    
    
    
    
    Paid-in
    
    Retained
    
    Belo Corp.Series A
    
    Series B
    
    Amount
    
    Capital
    
    Deficit
    
    Equity
    
    TotalBalance at December 31, 2007
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    86,940
    
    
    $
    86,940Contribution by Belo Corp.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    481,524
    
    
    
    
    
    
    
    (86,940
    )
    
    
    394,584Issuance of stock in the Distribution
    
    
    17,603,499
    
    
    
    2,848,496
    
    
    
    204
    
    
    
    (204
    )
    
    
    
    
    
    
    
    
    
    
    Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,493
    
    
    
    
    
    
    
    
    
    
    
    1,493Conversion of Series B to Series A
    
    
    127,335
    
    
    
    (127,335
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for restricted stock units
    
    
    26,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,120
    )
    
    
    
    
    
    
    (5,120
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,915
    )
    
    
    
    
    
    
    (11,915
    )Balance at June 30, 2008
    
    
    17,757,642
    
    
    
    2,721,161
    
    
    $
    204
    
    
    $
    482,813
    
    
    $
    (17,035
    )
    
    $
    
    
    
    $
    465,982
 See accompanying Notes to Condensed Consolidated Financial Statements.
 6




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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six months ended June 30,In thousands (unaudited)
    
    2008
    
    
    2007OperationsNet (loss) earnings
    
    $
    (11,915
    )
    
    $
    2,904Adjustments to reconcile net loss to net cash provided by operations:Depreciation and amortization
    
    
    27,702
    
    
    
    25,962Gain/loss on disposal of fixed assets
    
    
    (213
    )
    
    
    Deferred income taxes
    
    
    
    
    
    
    (8,175
    )Employee retirement benefit expense
    
    
    65
    
    
    
    98Share-based compensation
    
    
    336
    
    
    
    748Other non-cash items
    
    
    2,791
     
    
    
    (173
    )Net changes
in operating assets and liabilities, excluding the effects of the Distribution:Accounts receivable
    
    
    17,986
    
    
    
    15,054Inventories
    
    
    (5,880
    )
    
    
    2,994Prepaids and other current assets
    
    
    176
    
    
    
    (3
    )Other, net
    
    
    (5,871
    )
    
    
    Accounts payable
    
    
    3,813
    
    
    
    (7,400
    )Accrued compensation and benefits
    
    
    (1,072
    )
    
    
    (3,313
    )Other accrued expenses
    
    
    1,557
    
    
    
    (14,447
    )Advance subscription payments
    
    
    2,148
    
    
    
    3,328Net cash provided by operations
    
    
    31,623
    
    
    
    17,577InvestmentsCapital expenditures, net
    
    
    (8,808
    )
    
    
    (18,553
    )Other, net
    
    
    313
    
    
    
    72Net cash used for investments
    
    
    (8,495
    )
    
    
    (18,481
    )FinancingDividends and distributions
    
    
    (5,120
    )
    
    
    (35,604
    )Net borrowings from Belo Corp.
    
    
    
    
    
    
    35,392Net cash used for financing
    
    
    (5,120
    )
    
    
    (212
    )Net increase (decrease) in cash and temporary cash investments
    
    
    18,008
    
    
    
    (1,116
    )Cash and temporary cash investments at beginning of period
    
    
    6,874
    
    
    
    10,521Cash and temporary cash investments at end of period
    
    $
    24,882
    
    
    $
    9,405Supplemental DisclosuresInterest paid, net of amounts capitalized
    
    $
    
    
    
    $
    31,429Income taxes paid, net of refunds
    
    $
    
    
    
    $
    5,244
 See accompanying Notes to Condensed Consolidated Financial Statements.
 7




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##### 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. The balance sheet at December 31, 2007 has been
derived from the audited combined 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. 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, 2007. Operating
results for the three and six month periods ended June 30, 2008 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2008.(2)
    
    The Company owns three primary daily newspapers: The Dallas Morning News, The Providence
Journal, and The Press-Enterprise(Riverside, CA). They publish and distribute 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 all of its operating segments meet the criteria under
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of
an Enterprise and Related Information, to be aggregated into one reporting segment.
    8




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##### Table of Contents



(3)
    
    The following table presents stock-based awards that are excluded for purposes of calculating
diluted earnings per share for the three and six months ended June 30, 2008:
 Three Months
    
    Six MonthsEnded
    
    EndedJune 30,
    
    June 30,2008
    
    2008Options excluded due to exercise price in excess of average market priceNumber outstanding
    
    
    2,471
    
    
    
    2,471Weighted average exercise price
    
    $
    21.04

    
    
    $
    21.04
 (4)
    
    In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 141(R), Business Combinations (SFAS 141(R)).
SFAS 141(R) establishes principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree. The statement also
provides guidance for recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business combination. SFAS
141(R) is effective for financial statements issued for fiscal years beginning after December
15, 2008. Accordingly, any business combinations the Company engages in will be recorded and
disclosed following existing accounting principles until January 1, 2009. The Company expects
SFAS 141(R) will have an impact on the Companys consolidated financial statements when
effective, but the nature and magnitude of the specific effects will depend upon the nature,
terms and size of the acquisitions, if any, consummated after the effective date.
   (5)
    
    Prior to the Distribution, the Company 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.
 9




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A. H. Belo Option Activity
 
 WeightedAverageNumber of
    
    ExerciseOptions
    
    PriceIssued in connection with the Distribution on February 8, 2008
    
    
    2,496,728
    
    
    $
    21.09Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (25,468
    )
    
    $
    25.53Outstanding at June 30, 2008
    
    
    2,471,260
    
    
    $
    21.04
  A. H. Belo RSU Activity
 
 10




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##### Table of Contents



WeightedAverageNumber of
    
    ExerciseRSUs
    
    PriceIssued in connection with the Distribution on February 8, 2008
    
    
    391,297
    
    
    $
    18.35Granted
    
    
    
    
    
    
    Vested
    
    
    (44,780
    )
    
    $
    19.10Canceled
    
    
    (3,417
    )
    
    $
    19.18Outstanding at June 30, 2008
    
    
    343,100
    
    
    $
    18.25
  (6)
    
    The Company has various employees who participate in The G.
B. Dealey Retirement Pension Plan, which is
sponsored by Belo. As prescribed in the employee matters agreement between the Company and
Belo, the Company will reimburse Belo for 60 percent of any future cash contributions to the
pension plan. In conjunction with the Distribution, the Company recorded a liability of $3,096
for these anticipated future fundings.(7)
    
    In 2004, Belo announced that an internal investigation, then ongoing, disclosed practices and
procedures that led to an overstatement of previously reported circulation figures at The
Dallas Morning News, primarily in single copy sales. In response to the overstatement, Belo
implemented a voluntary advertiser plan developed by Belo management. The plan included cash
payments to advertisers and future advertising credits. Payments under the plan were made
without any condition that such advertisers release The Dallas Morning Newsfrom liability for
the circulation overstatement. To use the credits, advertisers generally placed advertising in
addition to the terms of the advertisers current contract. There are no unused credits.
 The Dallas Morning News The Dallas Morning News. The Dallas Morning
News,
 The Dallas Morning News.
  11




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The Dallas Morning News The Dallas Morning News
  (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. In 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 lawsuits.
   The Dallas Morning News,
 (9)
    
    On July 28, 2008, the Company announced a broad restructuring of its newspaper operations intended to
change substantially the business model for the Companys print products while accelerating the allocation of resources to new products both in print and online.
The Company plans to eliminate $50 million of ongoing costs by the end of the first quarter of 2009, exclusive of newsprint price fluctuations.  In conjunction with these initiatives,
 the Company is making voluntary severance offers to many employees
of A. H. Belos newspapers.  The goal is to reduce total employment at the operating units by approximately 500 full-time equivalents.
 A. H. Belo will incur a charge in the third quarter related to the voluntary severance offer.  The amount of this one-time expense will depend on the length of service and the salary distribution of the
 employees who accept the voluntary severance offer.
 
 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
   12




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Results of Operations  (Dollars in thousands, except per share amounts)
 Consolidated Results of Operations
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage2008
    
    
    Change
    
    
    2007
    
    
    2008
    
    
    Change
    
    
    2007Net operating revenues
    
    $
    163,255
    
    
    
    (15.1
    )%
    
    $
    192,276
    
    
    $
    323,442
    
    
    
    (12.1
    )%
    
    $
    367,989Operating costs and expenses
    
    
    167,362
    
    
    
    (5.3
    )%
    
    
    176,646
    
    
    
    339,428
    
    
    
    (3.7
    )%
    
    
    352,497Other income (expense)
    
    
    140
    
    
    
    (102.2
    )%
    
    
    (6,427
    )
    
    
    (1,969
    )
    
    
    (86.9
    )%
    
    
    (14,997
    )(Loss) earnings before income taxes
    
    
    (3,967
    )
    

    
    (143.1
    )%

    
    
    9,203
    
    
    
    (17,955
    )
    
    
  (3,727.3
    )%

    
    
    495Income tax benefit
    
    
    (770
    )
    
    
    (75.1
    )%
    
    
    (3,097
    )
    
    
    (6,040
    )
    
    
    150.7
    %
    
    
    (2,409
    )Net (loss) earnings
    
    $
    (3,197
    )
    
    
    (126.0
    )%
    
    $
    12,300
    
    
    $
    (11,915
    )
    
    
    (510.3
    )%
    
    $
    2,904
  Three Months Ended June 30,
    
    
    Ended June 30,Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage2008
    
    
    Change
    
    
    2007
    
    
    2008
    
    
    Change
    
    
    2007Advertising
    
    $
    125,341
    
    
    
    (20.5
    )%
    
    $
    157,704
    
    
    $
    249,764
    
    
    
    (16.6
    )%
    
    $
    299,649Circulation
    
    
    30,275
    
    
    
    8.5
    %
    
    
    27,894
    
    
    
    59,380
    
    
    
    7.0
    %
    
    
    55,511Other
    
    
    7,639
    
    
    
    14.4
    %
    
    
    6,678
    
    
    
    14,298
    
    
    
    11.5
    %
    
    
    12,829Net operating revenues
    
    $
    163,255
    
    
    
    (15.1
    )%
    
    $
    192,276
    
    
    $
    323,442
    
    
    
    (12.1
    )%
    
    
    $367,989
 The Dallas Morning News The Providence Journal and The Press-Enterprise The
Press-Enterprises The
Providence Journal The Dallas Morning News.
 13




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##### Table of Contents



Operating Costs and Expenses
  Interest Expense
  Other Income, Net
  Income Taxes
  Liquidity and Capital Resources
 Operating Cash Flows
   Investing Cash Flows
  14




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##### Table of Contents



Capital Expenditures
  The Dallas Morning News
 The Press-Enterprise
 Financing Cash Flows
  Dividends
  Other
     15




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##### Table of Contents



Recent Accounting Pronouncements
    Forward-Looking Statements
   
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 16




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##### Table of Contents



Item 4T.
    
    Controls and Procedures
   
 PART II.
 
 Item 1.
    
    Legal Proceedings
  The Dallas Morning News 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
  
 17




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##### Table of Contents



Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
  Exhibit
    
    
    
    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))3.3
    
    *
    
    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))3.4
    
    *
    
    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 Capital 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))10.2
    
    
    
    Compensatory plans:~
    
    (1) A. H. Belo Savings Plan~
    
    (2) A. H. Belo 2008 Incentive Compensation Plan(a) First Amendment to A.H. Belo 2008 Incentive Compensation Plan effective July 23, 2008.
 18




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##### Table of Contents



Exhibit
    
    
    
    Description* (b) Form of A. H. Belo 2008 Incentive Compensation Plan Non-Employee Director Evidence of Award* (c) Form of A. H. Belo 2008 Incentive Compensation Plan Evidence of Award (for Employee Awards)~
    
    (3)   A. H. Belo Pension Transition Supplement Restoration Plan effective January 1, 2008~
    
    (4)* A. H. Belo Corporation Change In Control Severance Plan (Exhibit 10.7 to the February 12, 2008 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)(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 (See Exhibit 2.1 to the February 12, 2008 Form 8-K)31.1
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 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
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##### Table of Contents



SIGNATURES
  A. H. BELO CORPORATIONAugust 14, 2008
    By:
    /s/ Alison K. EngelAlison K. EngelSenior Vice President/Chief Financial Officer and Treasurer
(Principal Financial Officer)August 14, 2008
    By:
    /s/ George F. FinfrockGeorge F. FinfrockVice President/Corporate Controller
(Principal Accounting Officer) 20