##### 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, 2010
 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) 977-8200
 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 July 22, 2010Common Stock, $.01 par value
    
    21,071,742
 
 *
    
    Consisting of 18,522,606 shares of Series A Common Stock and
2,549,136 shares of Series B Common Stock.




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##### 



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
    
    20Signatures
    
    23EX-31.1EX-31.2EX-32
  2




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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)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net Operating RevenuesAdvertising
    
    $
    77,004
    
    
    $
    87,492
    
    
    $
    149,190
    
    
    $
    176,823Circulation
    
    
    35,456
    
    
    
    33,266
    
    
    
    71,042
    
    
    
    64,980Other
    
    
    9,110
    
    
    
    6,746
    
    
    
    17,097
    
    
    
    14,195Total net operating revenues
    
    
    121,570
    
    
    
    127,504
    
    
    
    237,329
    
    
    
    255,998Operating Costs and ExpensesSalaries, wages and employee benefits
    
    
    56,817
    
    
    
    51,720
    
    
    
    113,071
    
    
    
    114,614Other production, distribution and operating costs
    
    
    47,034
    
    
    
    50,867
    
    
    
    93,066
    
    
    
    106,734Newsprint, ink and other supplies
    
    
    12,492
    
    
    
    16,425
    
    
    
    23,713
    
    
    
    36,043Asset impairment
    
    
    
    
    
    
    1,749
    
    
    
    
    
    
    
    82,689Depreciation
    
    
    8,441
    
    
    
    9,662
    
    
    
    17,605
    
    
    
    20,198Amortization
    
    
    1,310
    
    
    
    1,625
    
    
    
    2,620
    
    
    
    3,249Total operating costs and expenses
    
    
    126,094
    
    
    
    132,048
    
    
    
    250,075
    
    
    
    363,527Loss from operations
    
    
    (4,524
    )
    
    
    (4,544
    )
    
    
    (12,746
    )
    
    
    (107,529
    )Other Income and ExpenseInterest expense
    
    
    (203
    )
    
    
    (291
    )
    
    
    (406
    )
    
    
    (591
    )Other income (expense), net
    
    
    5,967
    
    
    
    (702
    )
    
    
    5,992
    
    
    
    120Total other income (expense)
    
    
    5,764
    
    
    
    (993
    )
    
    
    5,586
    
    
    
    (471
    )Income (loss) before income taxes
    
    
    1,240
    
    
    
    (5,537
    )
    
    
    (7,160
    )
    
    
    (108,000
    )Income tax expense (benefit)
    
    
    1,411
    
    
    
    1,534
    
    
    
    2,139
    
    
    
    (222
    )Net loss
    
    $
    (171
    )
    
    $
    (7,071
    )
    
    $
    (9,299
    )
    
    $
    (107,778
    )Net loss per share:Basic
    
    $
    (0.01
    )
    
    $
    (0.34
    )
    
    $
    (0.45
    )
    
    $
    (5.25
    )Weighted average shares outstanding:Basic and diluted
    
    
    20,950
    
    
    
    20,537
    
    
    
    20,860
    
    
    
    20,521
 See accompanying Notes to Condensed Consolidated Financial Statements.
 3




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CONDENSED CONSOLIDATED BALANCE SHEETS
  June 30, 2010In thousands, except share and per share amounts
    
    (unaudited)
    
    
    December 31, 2009AssetsCurrent assets:Cash and temporary cash investments
    
    $
    60,009
    
    
    $
    24,503Accounts receivable (net of allowance of $5,168 and $6,505
at June 30, 2010 and December 31, 2009, respectively)
    
    
    47,025
    
    
    
    62,977Receivable from the sale of the Washington Street Garage
    
    
    5,793
    
    
    
    Funds held by Belo Corp. for future pension payments
    
    
    3,706
    
    
    
    11,978Inventories
    
    
    9,032
    
    
    
    10,460Assets held for sale
    
    
    6,396
    
    
    
    5,268Prepaids and other current assets
    
    
    7,377
    
    
    
    6,758Total current assets
    
    
    139,338
    
    
    
    121,944Property, plant and equipment at cost:Land
    
    
    27,394
    
    
    
    27,844Buildings and improvements
    
    
    209,255
    
    
    
    211,793Publishing equipment
    
    
    348,263
    
    
    
    348,089Other
    
    
    153,171
    
    
    
    146,174Advance payments on property, plant and equipment
    
    
    5,106
    
    
    
    12,996Total property, plant and equipment
    
    
    743,189
    
    
    
    746,896Less accumulated depreciation
    
    
    557,638
    
    
    
    543,567Property, plant and equipment, net
    
    
    185,551
    
    
    
    203,329Intangible assets, net
    
    
    24,808
    
    
    
    27,427Goodwill
    
    
    24,582
    
    
    
    24,582Investments
    
    
    21,618
    
    
    
    21,314Other assets
    
    
    4,847
    
    
    
    5,831Total assets
    
    $
    400,744
    
    
    $
    404,427
 See accompanying Notes to Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
  June 30, 2010In thousands, except share and per share amounts
    
    (unaudited)
    
    
    December 31, 2009Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    16,395
    
    
    $
    19,191Accrued compensation and benefits
    
    
    20,449
    
    
    
    11,692Other accrued expenses
    
    
    17,319
    
    
    
    18,096Advance subscription payments
    
    
    24,211
    
    
    
    26,713Total current liabilities
    
    
    78,374
    
    
    
    75,692Other post employment benefits
    
    
    3,621
    
    
    
    3,876Deferred income taxes
    
    
    1,366
    
    
    
    223Other liabilities
    
    
    3,294
    
    
    
    3,039Commitments 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 18,522,026 and 18,248,970 shares at June 30,
2010 and December 31, 2009, respectively
    
    
    185
    
    
    
    182Series B: issued 2,549,716 and 2,507,590 shares at June 30,
2010 and December 31, 2009, respectively
    
    
    25
    
    
    
    25Additional paid-in capital
    
    
    490,394
    
    
    
    488,241Accumulated other comprehensive income
    
    
    2,999
    
    
    
    3,364Accumulated deficit
    
    
    (179,514
    )
    
    
    (170,215
    )Total shareholders equity
    
    
    314,089
    
    
    
    321,597Total liabilities and shareholders equity
    
    $
    400,744
    
    
    $
    404,427
 See accompanying Notes to Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
  Six months ended June 30, 2010Common Stock
    
    
    
    
    
    Additional
    
    OtherShares
    
    Shares
    
    
    
    
    
    Paid-in
    
    Comprehensive
    
    RetainedIn thousands, except share amounts (unaudited)
    
    Series A
    
    Series B
    
    Amount
    
    Capital
    
    Income
    
    Deficit
    
    TotalBalance at December 31, 2009
    
    
    18,248,970
    
    
    
    2,507,590
    
    
    $
    207
    
    
    $
    488,241
    
    
    $
    3,364
    
    
    $
    (170,215
    )
    
    $
    321,597Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,288
    
    
    
    
    
    
    
    
    
    
    
    1,288Conversion of Series B to Series A
    
    
    2,164
    
    
    
    (2,164
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for restricted stock units
    
    
    62,119
    
    
    
    
    
    
    
    1
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    19Issuance of shares for stock option exercises
    
    
    208,773
    
    
    
    44,290
    
    
    
    2
    
    
    
    879
    
    
    
    
    
    
    
    
    
    
    
    881Income tax on stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32
    )
    
    
    
    
    
    
    
    
    
    
    (32
    )Amortization of curtailment gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    
    
    
    
    (365
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,299
    )
    
    
    (9,299
    )Balance at June 30, 2010
    
    
    18,522,026
    
    
    
    2,549,716
    
    
    $
    210
    
    
    $
    490,394
    
    
    $
    2,999
    
    
    $
    (179,514
    )
    
    $
    314,089
 See accompanying Notes to Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Six months ended June 30,In thousands (unaudited)
    
    2010
    
    
    2009OperationsNet loss
    
    $
    (9,299
    )
    
    $
    (107,778
    )Adjustments to reconcile net loss to net cash provided by operations:Depreciation and amortization
    
    
    20,225
    
    
    
    23,447Gain on disposal of Washington Street Garage
    
    
    (5,373
    )
    
    
    Impairment on investment
    
    
    
    
    
    
    1,000Asset impairment
    
    
    
    
    
    
    82,689Deferred income taxes
    
    
    1,143
    
    
    
    (1,302
    )Employee retirement benefit expense (income)
    
    
    26
    
    
    
    103Pension expense
    
    
    8,272
    
    
    
    Share-based compensation
    
    
    1,631
    
    
    
    412Other non-cash items
    
    
    (948
    )
    
    
    (1,078
    )Net changes in operating assets and liabilities:Accounts receivable
    
    
    17,289
    
    
    
    25,094Inventories
    
    
    1,428
    
    
    
    7,889Prepaids and other current assets
    
    
    (619
    )
    
    
    (315
    )Other, net
    
    
    616
    
    
    
    (566
    )Accounts payable
    
    
    (2,796
    )
    
    
    (12,424
    )Accrued compensation and benefits
    
    
    8,757
    
    
    
    (6,056
    )Accrued interest payable
    
    
    
    
    
    
    11Other accrued expenses
    
    
    (777
    )
    
    
    (874
    )Advance subscription payments
    
    
    (2,502
    )
    
    
    1,086Net cash provided by operations
    
    
    37,073
    
    
    
    11,338InvestmentsCapital expenditures, net
    
    
    (1,946
    )
    
    
    (4,796
    )Other, net
    
    
    376
    
    
    
    2,189Net cash used for investments
    
    
    (1,570
    )
    
    
    (2,607
    )FinancingProceeds from issuance of stock options
    
    
    3
    
    
    
    Payments on credit facility
    
    
    
    
    
    
    (6,460
    )Cash provided by (used in) financing activities
    
    
    3
    
    
    
    (6,460
    )Net increase in cash and temporary cash investments
    
    
    35,506
    
    
    
    2,271Cash and temporary cash investments at beginning of period
    
    
    24,503
    
    
    
    9,934Cash and temporary cash investments at end of period
    
    $
    60,009
    
    
    $
    12,205Supplemental DisclosuresInterest paid, net of amounts capitalized
    
    $
    
    
    
    $
    115Income taxes paid, net of refunds
    
    $
    2,319
    
    
    $
    1
 See accompanying Notes to Condensed Consolidated Financial Statements.
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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 United States Generally Accepted Accounting Principles, (GAAP) 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 GAAP for complete financial statements. The preparation of consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and accompanying notes.
Actual results could differ from those estimates. 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 condensed 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, 2009. Operating results for the three and six month periods ended June
30, 2010 are not necessarily indicative of the results that may be expected for the year
ending December 31, 2010.(2)
    
    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 and distribution 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.(3)
    
    Accumulated Other Comprehensive Gain/(Loss) contains the minimum liability related to other
post-employment benefits and deferral of a gain resulting from a negative plan amendment to
The Press-Enterprisepost-employment benefit plan. This negative plan amendment, which
reduces the plan benefits, was made in 2009. The gain is being recognized over approximately
five years, determined by the average life expectancy to age 65 of the plan participants at
the date of the negative plan amendment and at which point the benefits will end for the
remaining plan participants.(4)
    
    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, 2010 and 2009:
 Three Months Ended
    
    Six Months EndedJune 30, 2010
    
    June 30, 2009
    
    June 30, 2010
    
    June 30, 2009Options excluded as the
effects are antidilutive:Number outstanding
    
    
    2,681,892
    
    
    
    4,132,274
    
    
    
    2,681,892
    
    
    
    4,132,274Weighted average exercise price
    
    $
    15.85
    
    
    $
    12.83
    
    
    $
    15.85
    
    
    $
    12.83
 (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
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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.Share-based compensation cost recognized for awards to A. H. Belos employees and non-employee
directors was $(146) and $2,531 for the three and six months ended June 30, 2010, respectively,
and $731 and $1,109 for the three and six months ended June 30, 2009, respectively. The
negative cost for the three months ended June 30, 2010, is due to forfeitures related to
employees leaving the Company. No compensation cost is recognized related to options issued by
A. H. Belo held by employees and non-employee directors of Belo. Each stock option and RSU (of
A. H. Belo and of Belo) otherwise have the same terms as the original award. The awards
continue to vest as under the existing vesting schedule based on continued employment with Belo
or A. H. Belo, as applicable. Following the Distribution, A. H. Belo and Belo recognize
compensation expense for any pre-Distribution awards related to their respective employees,
regardless of which company ultimately issues the awards.A. H. Belo also recognizes compensation expense for any pre-Distribution awards related to its
employees that were issued under Belos long-term incentive plans. A. H. Belos share-based
compensation expense includes $(425) and $(69) for the three and six months ended June 30,
2010, respectively, and $369 for the three and $504 for the six months ended June 30, 2009,
respectively, related to awards that Belo issued.A. H. Belo Stock Option ActivityThe following table summarizes the stock option activity under A. H. Belos long-term incentive
plan for the period ended June 30, 2010:
 Number of
    
    Weighted AverageStock Options
    
    Exercise PriceOutstanding at December 31, 2009
    
    
    3,127,424
    
    
    $
    14.20Granted
    
    
    
    
    
    $
    Exercised
    
    
    (253,063
    )
    
    $
    2.73Canceled
    
    
    (192,469
    )
    
    $
    6.26Outstanding at June 30, 2010
    
    
    2,681,892
    
    
    $
    15.85
 Of the total A. H. Belo options outstanding at June 30, 2010, 1,639,908 options with a
weighted average exercise price of $12.05 are held by A. H. Belo employees and non-employee
directors. The remaining 1,041,984 stock options are held by Belo employees and non-employee
directors.A. H. Belo RSU ActivityThe following table summarizes the RSU activity under A. H. Belos long-term incentive plan for
the six-month period ended June 30, 2010:
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Number of
    
    Weighted Average PriceRSUs
    
    on Date of GrantOutstanding at December 31, 2009
    
    
    438,582
    
    
    $
    16.63Granted
    
    
    770,589
    
    
    $
    6.20Vested
    
    
    (103,658
    )
    
    $
    18.28Canceled
    
    
    (59,611
    )
    
    $
    9.39Outstanding at June 30, 2010
    
    
    1,045,902
    
    
    $
    6.57
 Of the total A. H. Belo RSUs outstanding at June 30, 2010, 987,106 RSUs are held by A. H.
Belo employees and non-employee directors. The remaining 58,796 RSUs are held by Belo
employees and non-employee directors.(6)
    
    Subsequent to the Distribution, Belo retained sponsorship of The G. B. Dealey Retirement
Pension Plan (Pension Plan) and, jointly with A. H. Belo, oversees the investments of the
Pension Plan. Belo administers, in accordance with the terms of the Pension Plan, benefits
for the Belo and A. H. Belo current and former employees who participate in the Pension Plan.
As sponsor of the Pension Plan, Belo is solely responsible for directly satisfying the funding
obligations with respect to the Pension Plan and retains sole discretion to determine the
amount and timing of any contributions required to satisfy such funding obligations. Belo also
retains the right, in its sole discretion, to terminate the Pension Plan.By prior agreement, A. H. Belo is contractually obligated to reimburse Belo for 60 percent of
each contribution Belo makes to the Pension Plan. As discussed in A. H. Belos 2009 Annual
Report on Form 10-K filed with the SEC on April 15, 2010, the Pension Plan was underfunded, as
determined for financial reporting purposes in accordance with the applicable accounting
guidance, as of December 31, 2009, by $196,000, of which 60 percent is $118,000. The Company
expects to be required to make significant future payments to Belo for reimbursements. In
accordance with the applicable accounting guidance, a liability for these expected future
payments is not recorded on the balance sheet.A. H. Belo accounts for its obligations related to the Pension Plan according to the applicable
accounting guidance for multiemployer pensions, under which it recognizes as net pension cost
the required contribution for each period and recognizes as a liability any contribution
obligation due and unpaid. During the three and six month-periods ended June 30, 2010, the
Company recognized pension expense for payments to Belo of $4,200 and $8,272, respectively.
During the three and six month-periods ended June 30, 2009, the Company recognized no pension
expense as no payments were made to Belo during these periods. The payments to Belo were made
from the A. H. Belo funds held on deposit by Belo Corp. for future pension contributions.(7)
    
    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 mainly consists of claims of unlawful
discrimination and ERISA violations. 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 is tentatively planned
for March or April 2011. The Company believes the lawsuit is without merit and is defending
vigorously against it.On April 13, 2009, four former independent home delivery contractors of The Press-Enterprise
filed a purported class action lawsuit against A. H. Belo Corporation, Belo Corp.,
Press-Enterprise Company, and others in The Superior Court of the State of California,
Riverside County. Plaintiffs allege, on behalf of themselves and those similarly situated,
that they were improperly classified as independent contractors instead of as employees.
Plaintiffs assert that they and members of the purported class were not paid all wages owed,
including minimum wages, hourly wages, and overtime wages; and that Defendants failed to
provide meal periods and rest periods or compensation in lieu thereof, failed to reimburse for
reasonable and necessary business expenses, unlawfully withheld wages due, failed to provide
accurate wage statements, failed to keep accurate payroll records, failed to pay wages timely,
and thus committed unfair business practices. Plaintiffs will file a first amended complaint
in July 2010 that adds a claim under the federal Fair Labor Standards Act. The original and
amended complaints seek recovery of allegedly unpaid wages, meal and rest period payments,
penalties, expenses, interest, attorneys fees, and costs. During the second quarter of  2010, A. H. Belo
Corporation and the other parties to the lawsuit reached a preliminary agreement to settle the
lawsuit, subject to Court approval. If approved, the maximum payment under the settlement, if
all class members file valid and timely claims, is $2,500. Accordingly, during the second
quarter of 2010, the Company recorded an accrual for this settlement, in other accrued
expenses on the balance sheet and the corresponding expense is included in other production,
distribution and operating costs in
 10




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##### Table of Contents



the income statement. The parties have agreed to cooperate and take all steps necessary and appropriate to obtain preliminary and final approval of the
settlement, to effectuate its terms, and to record the satisfaction of judgment with the Court.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 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 certain 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.Under the services agreement A. H. Belo and Belo (or their respective subsidiaries) 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 are made on an
arms-length basis.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 solely 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 is for the account of A. H. Belo and 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. Belo received the refund in the fourth quarter of 2009.
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 tax
benefit for A. H. Belo. During the three and six months ended June 30, 2010, $4,200 and $8,272
respectively, of such funds held by Belo were distributed to Belo in reimbursement of 60
percent of Belos contribution to the Pension Plan during such period.(9)
    
    The Company had approximately $743,189 of property, plant and equipment as of June 30, 2010.
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 property plant
and equipment 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. No related impairment was recorded in the three month and six month periods ended
June 30, 2010 or June 30, 2009.In the second quarter of 2010, the Company sold a parking garage located in Providence, Rhode
Island for approximately $6,050. The sale, which closed on June 30, 2010, was recorded as a
non-operating gain of approximately $5,373 in the income statement. The proceeds from this sale
were held in escrow for one day and received by the Company on July 1, 2010. Accordingly, the
Company recorded a receivable for the net proceeds of approximately $5,793 on the balance sheet
as of June 30, 2010.(10)
    
    Assets held for sale consist of 49.85 acres of land and a 133,390 square foot warehouse
assembly building located in Dallas near Interstate 20 and Interstate 45 (the South Plant),
and 8.2 acres and a 32,682 square foot building located in Plano, Texas, adjacent to The
Dallas Morning Newsproduction plant where newspapers are printed (the North Plant). During
the second quarter of 2010, the decision was made to sell a portion of the land and a building
adjacent to the North Plant. The sale of this land and building was completed in July 2010.
 11




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##### Table of Contents



During 2009, in an additional step to reduce costs, The Dallas Morning Newselected to
consolidate its production facilities and relocated production equipment from the South Plant
to the North Plant. The South Plant was built in 2007 and was used by The Dallas Morning News
for the collating and assembly of the preprint packages included in the Sunday newspaper. 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 in the third quarter of 2009, 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. There have been no changes in the status of the
property since December 31, 2009.Assets held for sale consist of the following:
 June 30, 2010
    
    
    December 31, 2009Land
    
    $
    1,517
    
    
    $
    1,067Building and improvements
    
    
    4,879
    
    
    
    4,201Total assets held for sale
    
    $
    6,396
    
    
    $
    5,268
 (11)
    
    The following table sets forth the Companys goodwill. During the six months ended June
30, 2009, the Company recorded a goodwill impairment charge at The Providence Journalof
approximately $80,940. After recording the goodwill impairment charge, no goodwill remained
related to The Providence Journal.
 The Dallas
    
    
    The Providence
    
    
    The Press-Total Goodwill
    
    
    Morning News
    
    
    Journal
    
    
    EnterpriseGross goodwill balance as of January 1, 2009
    
    
    526,248
    
    
    
    26,076
    
    
    
    370,155
    
    
    
    130,017Accumulated amortization
    
    
    (62,157
    )
    
    
    (1,494
    )
    
    
    (46,421
    )
    
    
    (14,242
    )Accumulated impairment
    
    
    (358,569
    )
    
    
    
    
    
    
    (242,794
    )
    
    
    (115,775
    )Impairment recorded in 2009
    
    
    (80,940
    )
    
    
    
    
    
    
    (80,940
    )
    
    
    Net goodwill balance at December 31, 2009
    
    $
    24,582
    
    
    $
    24,582
    
    
    $
    
    
    
    $
    Gross goodwill balance as of January 1, 2010
    
    
    526,248
    
    
    
    26,076
    
    
    
    370,155
    
    
    
    130,017Accumulated amortization
    
    
    (62,157
    )
    
    
    (1,494
    )
    
    
    (46,421
    )
    
    
    (14,242
    )Accumulated impairment
    
    
    (439,509
    )
    
    
    
    
    
    
    (323,734
    )
    
    
    (115,775
    )Net goodwill balance at June 30, 2010
    
    $
    24,582
    
    
    $
    24,582
    
    
    $
    
    
    
    $
    
 The following table sets forth the Companys identifiable intangible assets, consisting of
subscriber lists that are subject to amortization:
 Total Subscriber
    
    
    The Dallas
    
    
    The Providence
    
    
    The Press-Lists
    
    
    Morning News
    
    
    Journal
    
    
    EnterpriseGross balance at December 31, 2009
    
    $
    114,824
    
    
    $
    22,896
    
    
    $
    78,698
    
    
    $
    13,230Accumulated amortization
    
    
    (87,397
    )
    
    
    (22,896
    )
    
    
    (56,109
    )
    
    
    (8,392
    )Net balance at December 31, 2009
    
    $
    27,427
    
    
    $
    
    
    
    $
    22,589
    
    
    $
    4,838Gross balance at December 31, 2009
    
    $
    114,824
    
    
    $
    22,896
    
    
    $
    78,698
    
    
    $
    13,230Accumulated amortization at June
30, 2010
    
    
    (90,016
    )
    
    
    (22,896
    )
    
    
    (58,294
    )
    
    
    (8,826
    )Net balance at June 30, 2010
    
    $
    24,808
    
    
    $
    
    
    
    $
    20,404
    
    
    $
    4,404
 (12)
    
    On December 3, 2009, the Company entered into the Second Amendment (Second Amendment)
to the Amended and Restated Credit Agreement (the Amended and Restated Credit Agreement as so
amended, the Credit Agreement). Among other matters, the Second Amendment to the Credit
Agreement extended the maturity date of the credit facility from April 30, 2011 to
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##### Table of Contents



September 30, 2012, reduced the total commitment amount from $50,000 to $25,000, and released the lien
on certain real property securing the facility. The amended facility remains subject to a
borrowing base. If borrowing capacity under the Credit Facility becomes less than $17,500,
then a fixed charge coverage ratio covenant of 1:1 will apply. The Second Amendment also makes
certain minor administrative amendments to the Amended and Restated Pledge and Security
Agreement dated as of January 30, 2009. The decrease in the Companys revolving credit
facility from $50,000 to $25,000 was a decision made by management. Management concluded that
based on estimated future borrowing needs, the cost of the revolving credit facility, and
borrowing base availability, $25,000 was sufficient to meet the Companys borrowing needs.
The borrowing base is calculated using eligible accounts receivable and inventory, as defined
in the Credit Agreement. A decrease in the borrowing base could potentially limit the
Companys borrowing capacity. At June 30, 2010, the Company had eligible collateral to secure
the Credit Agreement of $32,623, resulting in a borrowing base of $25,000. When letters of
credit and other required reserves are deducted from the borrowing base, the Company had
$18,840 of borrowing capacity available under the credit facility. At December 31, 2009, the
Company had eligible collateral to secure the Credit Agreement of $44,202, resulting in a
borrowing base of $25,000. When letters of credit and other required reserves were deducted
from the borrowing base, the Company had $18,871 of borrowing capacity available under the
Credit Agreement as of December 31, 2009.At June 30, 2010 and December 31, 2009, the Company had no borrowings under the Credit
Agreement.(13)
    
    Management has determined that the fair value of the Companys financial instruments, which
include cash and cash equivalents, accounts receivable, accounts payable and notes payable,
approximate their carrying values as of June 30, 2010 and December 31, 2009 primarily due to
the short-term nature, and/or the variable interest rates associated with such instruments.
The fair value of assets held for sale, based on current market values, also approximate their
carrying values as of June 30, 2010.(14)
    
    In connection with the Distribution and after an assessment of their respective downtown
Dallas real estate needs, A. H. Belo and Belo Corp. agreed to co-own, through the creation of
a limited liability company (LLC), The Belo Building, (a seventeen story office building in
downtown Dallas), related parking sites, and other real estate. A. H. Belo and Belo each own
50 percent of the LLC and each lease from the LLC 50 percent of the available rental space in
The Belo Building and related parking sites under long-term leases. These leases are
terminable under various conditions. A third party real estate services firm, engaged by the
LLC, manages The Belo Building and other real estate owned by the LLC. The Company accounts
for this investment using the equity method.In addition, A. H. Belo and Belo, through their subsidiaries, jointly own 6.6 percent of
Classified Ventures, LLC, (Classified Ventures) a joint venture in which the other owners are
Gannett Co., Inc., The McClatchy Company, Tribune Company, and The Washington Post Company. The
three principal online businesses Classified Ventures operates are cars.com, apartments.com,
and homegain.com. Effective January 1, 2010, the Company started accounting for its investment
in Classified Ventures using the equity method and recorded $599 and $978 in earnings for the
three and six month periods ended June 30, 2010, respectively.
 In addition to the LLC and Classified Ventures, A. H. Belo has invested in other startup
companies related to the news and information industry. Details of the investment amounts are
in the table below:
 June 30, 2010
    
    
    December 31, 2009LLC owning The Belo Building
    
    $
    16,088
    
    
    $
    16,344Other equity method investments
    
    
    4,680
    
    
    
    2,984Cost method investments
    
    
    850
    
    
    
    1,986Total investments
    
    $
    21,618
    
    
    $
    21,314
 Although some of the real estate owned by the LLC is currently being marketed for sale,
management considers all of the investments long-term in nature. The ability to readily
convert these investments into cash is limited.(15)
    
    Income taxes are recorded using the liability method in accordance with applicable accounting
guidance. The provision for income taxes reflects the Companys estimate of the effective rate
expected to be applicable for the full fiscal year, adjusted by any discrete events, which are
reported in the period in which they occur. This estimate is re-evaluated each quarter based
on the Companys estimated tax expense for the year.The Company recognized income tax expense of approximately $1,411 and $2,139 for the three
months and six months ended June 30, 2010, respectively. The Company recognized an income tax
expense of approximately $1,534 for the three months ended June 30, 2009 and an income tax
benefit of approximately $222 for the six months ended June 30, 2009. The tax expense
 13




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##### Table of Contents



for the
three and six months ended June 30, 2010 is primarily attributable to tax expense incurred
related to the Texas margin tax and Rhode Island state income tax and changes in the valuation
allowance.The Company projects taxable losses for the year 2010 for federal income tax purposes and some
state jurisdictions in which the Company operates. Net operating losses can be carried forward
to offset future taxable income. The Companys net operating loss carryforwards begin to
expire in the years 2029 and 2030 if not used.The applicable accounting guidance places a threshold for recognition of deferred tax assets
including net operating loss carryforwards. Based on such criteria, the Company established a
valuation allowance against the deferred tax assets in certain jurisdictions in March of 2009,
as it was more likely than not the benefit resulting from these deferred tax assets would not
be realized. The factors used to assess the likelihood of realization of the deferred tax
assets include reversal of future deferred tax liabilities, available tax planning strategies,
and future taxable income. Any reversal relating to the valuation allowance will be recorded as
a reduction of income tax expense. The Company increased the valuation allowance during the
three months and six months ended June 30, 2010 by $422 and $3,872, respectively. The
valuation allowance change for the three months and six months ended June 30, 2010 was due to
increases in deferred tax assets and the continued evaluation of deferred tax liability
reversals.(16)
    
    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.
 14




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##### 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)
 Condensed Consolidated Results of Operations
 Three months ended June 30,
    
    
    Six months ended June 30,Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Net operating revenues
    
    $
    121,570
    
    
    
    (4.7
    )%
    
    $
    127,504
    
    
    $
    237,329
    
    
    
    (7.3
    )%
    
    $
    255,998Operating costs and expenses
    
    
    126,094
    
    
    
    (4.5
    )%
    
    
    132,048
    
    
    
    250,075
    
    
    
    (31.2
    )%
    
    
    363,527Other income (expense)
    
    
    5,764
    
    
    
    680.2
    %
    
    
    (993
    )
    
    
    5,586
    
    
    
    1,286.0
    %
    
    
    (471
    )Income (loss) before income
taxes
    
    
    1,240
    
    
    
    (122.4
    )%
    
    
    (5,537
    )
    
    
    (7,160
    )
    
    
    (93.4
    )%
    
    
    (108,000
    )Income tax expense (benefit)
    
    
    1,411
    
    
    
    (8.0
    )%
    
    
    1,534
    
    
    
    2,139
    
    
    
    (1,061.5
    )%
    
    
    (222
    )Net loss
    
    $
    (171
    )
    
    
    (97.6
    )%
    
    $
    (7,071
    )
    
    $
    (9,299
    )
    
    
    (91.4
    )%
    
    $
    (107,778
    )
  Revenues
 Three months ended June 30,
    
    
    Six months ended June 30,Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Advertising
    
    $
    77,004
    
    
    
    (12.0
    )%
    
    $
    87,492
    
    
    $
    149,190
    
    
    
    (15.6
    )%
    
    $
    176,823Circulation
    
    
    35,456
    
    
    
    6.6
    %
    
    
    33,266
    
    
    
    71,042
    
    
    
    9.3
    %
    
    
    64,980Other
    
    
    9,110
    
    
    
    35.0
    %
    
    
    6,746
    
    
    
    17,097
    
    
    
    20.4
    %
    
    
    14,195Net operating revenues
    
    $
    121,570
    
    
    
    (4.7
    )%
    
    $
    127,504
    
    
    $
    237,329
    
    
    
    (7.3
    )%
    
    $
    255,998
 15




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##### Table of Contents



The Dallas Morning News, The Press-Enterprise The
Providence Journal The Dallas Morning News The Press-Enterprise The Providence Journal
 The Dallas Morning
News The Providence Journal The Press-Enterprise.
  Operating Costs and Expenses
 Three months ended June 30,
    
    
    Six months ended June 30,Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Salaries, wages and employee benefits
    
    $
    56,817
    
    
    
    9.9
    %
    
    $
    51,720
    
    
    $
    113,071
    
    
    
    (1.3
    )%
    
    $
    114,614Other production, distribution and
operating costs
    
    
    47,034
    
    
    
    (7.5
    )%
    
    
    50,867
    
    
    
    93,066
    
    
    
    (12.8
    )%
    
    
    106,734Newsprint, ink and other supplies
    
    
    12,492
    
    
    
    (23.9
    )%
    
    
    16,425
    
    
    
    23,713
    
    
    
    (34.2
    )%
    
    
    36,043Asset impairment
    
    
    
    
    
    
    (100.0
    )%
    
    
    1,749
    
    
    
    
    
    
    
    (100.0
    )%
    
    
    82,689Depreciation
    
    
    8,441
    
    
    
    (12.6
    )%
    
    
    9,662
    
    
    
    17,605
    
    
    
    (12.8
    )%
    
    
    20,198Amortization
    
    
    1,310
    
    
    
    (19.4
    )%
    
    
    1,625
    
    
    
    2,620
    
    
    
    (19.4
    )%
    
    
    3,249Total operating costs and expenses
    
    $
    126,094
    
    
    
    (4.5
    )
    
    $
    132,048
    
    
    $
    250,075
    
    
    
    (31.2
    )
    
    $
    363,527
  16




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##### Table of Contents



The Dallas Morning News
 The Dallas Morning News
 Interest Expense
  Other Income, Net
 The Dallas Morning News
 Income Taxes
   17




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##### Table of Contents



Liquidity and Capital Resources
 Operating Cash Flows
    Investing Cash Flows
  Financing Cash Flows
    Forward-Looking Statements
  18




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T.
    
    Controls and Procedures
     
    
    Preparing more robust documentation over the Companys analysis and conclusions over the
Companys critical accounting policies;
    
    Preparing more detailed analyses of conclusions reached in (a) the selection of new
accounting policies and (b) the accounting for significant non-routine transactions.
    
    Enhancing management review controls over conclusions reached with regard to
documentation of critical accounting policies, selection of new policies and accounting for
significant non-routine transactions.
  19




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##### Table of Contents



PART II.
 
 Item 1.
    
    Legal Proceedings
   
 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.
    
    Removed and Reserved
 
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
  Exhibit Number
    
    Description2.1
    
    *
    
    Separation and Distribution Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February8, 2008 (Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and ExchangeCommission on February 12, 2008 (Securities and Exchange Commission File No. 001-33741) (the
 20




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##### Table of Contents



Exhibit Number
    
    Description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 (Exhibit 10.1(5)
to the Companys Quarterly Report on Form 10-Q file with the Securities and Exchange Commission on December 13,
2009 (Securities and Exchange Commission File No. 001-33741))(6)* Second Amendment to the Amended and Restated Credit Agreement dated as of December 3, 2009, 2009 (Exhibit
10.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on December
4, 2009 (Securities and Exchange Commission File No. 001-33741))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
Company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
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##### Table of Contents



Exhibit Number
    
    DescriptionCompany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 Grant
(for Non-Employee Director Awards) (Exhibit 10.2.2(b) to the Companys Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on May 13, 2010 (Securities and Exchange
Commission File No. 001-33741) (the 1st Quarter 2010 Form 10-Q))*(c)      Form of A. H. Belo 2008 Incentive Compensation Plan Evidence of Grant (for Employee Awards)
(Exhibit 10.2.2(c) to the 1st Quarter 2010 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)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 CORPORATIONJuly 27, 2010
    By:
    /s/ Alison K. EngelAlison K. EngelSenior Vice President/Chief Financial Officer and
Treasurer (Principal Financial Officer)July 27, 2010
    By:
    /s/ Michael N. LaveyMichael N. LaveyVice President/Corporate Controller
(Principal Accounting Officer) EXHIBIT INDEX
 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