1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES (X) EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1993 or TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES ( ) EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _____________ to ______________ COMMISSION FILE NUMBER #1-8598 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE A. H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: A. H. BELO CORPORATION P. O. BOX 655237 DALLAS, TEXAS 75265-5237 2 Financial Statements and Supplemental Schedules A. H. Belo Corporation Employee Savings and Investment Plan Years ended December 31, 1993 and 1992 with Report of Independent Auditors 3 CONTENTS Page ---- Report of independent auditors 1 - - ------------------------------ Financial statements - - -------------------- Statements of net assets available for plan benefits 2 Statements of changes in net assets available for plan benefits 3 Notes to financial statements 4 Supplemental schedules Schedule - - ---------------------- -------- Item 30a - Schedule of assets held for investment 1 Item 30d - Schedule of reportable transactions 2 4 Report of Independent Auditors The Benefits Administrative Committee A. H. Belo Corporation Employee Savings and Investment Plan We have audited the accompanying statements of net assets available for plan benefits of the A. H. Belo Corporation Employee Savings and Investment Plan (the "Plan") as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then eneded, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1993, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. ERNST & YOUNG June 6, 1994 1 5 A. H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 and 1992 1993 1992 ---- ---- Assets: Investments, at fair value (Note 3) $ 24,369,690 $ 13,899,323 Participant loans receivable (Note 1) 968,931 583,392 Participant contributions receivable 525,060 369,825 Employer contributions receivable 266,246 110,187 -------------- -------------- Total assets 26,129,927 14,962,727 Liabilities: Distributions payable (Note 1) 127,772 67,657 -------------- -------------- Total liabilities 127,772 67,657 -------------- -------------- Net assets available for plan benefits $ 26,002,155 $ 14,895,070 ============== ============= See accompanying notes. 2 6 A. H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Years ended December 31, 1993 and 1992 1993 1992 ---- ---- Participant contributions (Note 1) $ 6,022,565 $ 4,160,988 Employer contributions (Note 1) 1,980,945 1,125,195 Investment income (Note 2): Net realized and unrealized appreciation in fair value of investments 2,576,707 516,257 Interest and dividends 1,382,545 995,474 ------------ ------------ Total investment income 3,959,252 1,511,731 Participant distributions (855,677) (473,401) ------------ ------------ Increase in net assets available for plan benefits 11,107,085 6,324,513 Net assets available for plan benefits at beginning of year 14,895,070 8,570,557 ------------ ------------ Net assets available for plan benefits at end of year $ 26,002,155 $ 14,895,070 ============ ============ See accompanying notes. 3 7 A. H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 1. Description of the Plan The following description of the A. H. Belo Corporation Employee Savings and Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan document for more complete information. General The Plan, a defined contribution plan, was established effective October 1, 1989. The Plan covers all employees of A. H. Belo Corporation, The Dallas Morning News, Inc., WFAA TV, Inc., WVEC Television, Inc., DFW Suburban Newspapers, Inc., DFW Printing Company, Great Western Broadcasting Corporation (KXTV), KHOU-TV, Inc., KOTV, Inc. and Belo Productions, Inc. (collectively, the "Employer") who have attained age 21 and have completed one year of service or who participated in the Employer's Employee Stock Purchase Plan before October 1, 1989. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Administration The Plan is administered by the Benefits Administrative Committee, which consists of members appointed by the Board of Directors of A. H. Belo Corporation. Income tax status The Plan is intended to qualify under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, would be exempt from federal income taxes under provisions of Section 501(a) of the Code. The Plan obtained its latest favorable tax determination letter from the Internal Revenue Service effective August 7, 1992 for the period beginning October 1, 1989, subject to the Plan's adoption of certain amendments. Once qualified, the Plan is required to operate in conformity with the applicable qualification requirements. The Plan has been amended since receiving the latest determination letter. However, the Plan Administrative Committee does not have any reason to believe that the Plan is not designed and being operated in accordance with the Code. Furthermore, the Plan Administrative Committee is not aware of any events or occurrences that might adversely affect the qualified status of the Plan, including certain Plan amendments not covered by the latest determination letter. Contributions Participants may elect to contribute a portion of their pretax compensation, as provided by the Plan and IRS regulations. Such contributions are withheld by the Employer from each participant's compensation and deposited in the appropriate investment fund as directed by the participant. Participants direct the allocation of their contributions to any of the five following investment funds: A. H. Belo Corporation Series A Common Stock, Fidelity Magellan Fund, Fidelity Puritan Fund, Fidelity Retirement Government Money Market Portfolio, and Fidelity Growth and Income Portfolio. During 1992, the Employer made a matching contribution to the Plan in an amount equal to 35% of the participant 4 8 1. Description of the Plan (continued) contributions, up to 5% of compensation. Effective July 1, 1993, the Employer matching contribution was increased from 35% to 50% of the participant contributions, up to 6% of compensation. In addition, the maximum pretax contribution was increased from 10% to 15% of participant's compensation. Participants are fully vested in Employer matching contributions at the time the contributions are credited to their accounts. Employer contributions may be made in cash or in shares of A. H. Belo Corporation Series A Common Stock or both. Employer contributions to date have been made in cash and invested by the Trustee in shares of A. H. Belo Corporation Series A Common Stock. Rollovers Effective September 1, 1993, the Plan began accepting rollovers from employees who had previously participated in a former employer's qualified plan. Rollovers of $191,224 are included with participant contributions on the Statements of Changes in Net Assets Available for Plan Benefits. Participant accounts Each participant's account is credited with the participant's contributions, rollovers, Employer's matching contributions, and an allocation of each investment fund's investment income and securities gains and losses. Participants are fully vested in their participant accounts at all times. Distributions In accordance with the Plan document and as allowed under the Code, distribution of a participant's account is available upon the participant's retirement, death, termination of employment, or attainment of age 59-1/2; or distribution is available to satisfy a financial hardship meeting the requirements of the IRS regulations. Refunds of excess contributions are included in participant distributions in the statement of changes in net assets available for plan benefits. At December 31, 1993 and 1992, distributions payable is comprised of such excess participant contributions. The excess contributions are refunded to the participants in the following year to comply with the discrimination tests described in the Plan and required by Section 401(k) and Section 401(m) of the Code. Loans Participants are able to borrow against their accounts. The amount of any loan cannot exceed 50% of the participant's account or $50,000, reduced by any previously outstanding loans. Interest charged on loans is intended to be commercially reasonable and is based on Texas Commerce Bank's prime rate on the date of loan approval. All payments with respect to the loan (principal and interest) will be reinvested to the participant's account based on the participant's elected investment mix. Expenses All expenses incident to the administration of the Plan are charged to the participants' accounts unless the Employer elects to pay for such expenses. The Employer has elected to pay substantially all expenses in 1993 and 1992. 5 9 1. Description of the Plan (continued) Termination While the Employer has not expressed any intent to terminate the Plan, it may do so at any time, subject to the provisions of ERISA, by action of the Board of Directors of A. H. Belo Corporation. If the Plan is terminated, each participant shall receive a distribution of assets equal to the value of the participant's account. 2. Summary of significant accounting policies Certain prior year balances have been reclassified to conform to current year financial statement presentation. Investments Investments in the Plan are valued at fair value as determined by quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Investments are maintained by the Trustees of the Plan (Fidelity Management Trust Company for all mutual funds sponsored by Fidelity Investments and Mellon Bank for A. H. Belo Corporation Series A Common Stock) in accordance with trust agreements. The five investment fund options at December 31, 1993, were: 1. A. H. Belo Corporation Series A Common Stock - invested exclusively in A. H. Belo Corporation Series A Common Stock. Purchases of such stock will be made by Mellon Bank either on the open market or directly from A. H. Belo Corporation. 2. Fidelity Magellan Fund - a mutual fund that invests primarily in equity securities. 3. Fidelity Puritan Fund - a mutual fund that invests in a diversified portfolio of common stocks, preferred stocks and bonds. 4. Fidelity Retirement Government Money Market Portfolio - a mutual fund that invests in obligations issued or guaranteed for principal and interest by the U.S. government and its agencies and instrumentalities and in repurchase agreements secured by these obligations. 5. Fidelity Growth and Income Portfolio - a mutual fund that invests primarily in securities of companies which offer potential growth of earnings while paying current dividends. Contributions Participant and Employer contributions are recorded as receivables in the period in which payroll deductions are made for participant contributions. All contributions are invested in the month following the month of payroll deduction. Investment income Dividend income is recorded on the ex-dividend date. The statements of changes in net assets available for plan benefits include net unrealized appreciation and depreciation for the period on investments held at the end of the period. 6 10 3. Investments Plan investments consisted of the following as of December 31, 1993: Fair Shares Cost value ------ ---- ----- *A. H. Belo Corporation Series A Common Stock 164,960 $ 6,409,404 $ 8,742,856 *Fidelity Magellan Fund 123,406 8,105,582 8,743,295 *Fidelity Puritan Fund 222,518 3,289,975 3,504,665 *Fidelity Retirement Government Money Market Portfolio 1,834,707 1,834,707 1,834,707 *Fidelity Growth and Income Portfolio 69,494 1,457,089 1,544,167 ----------- ----------- Total investments $21,096,757 $24,369,690 =========== =========== *Exceeds 5% of net assets available for plan benefits Plan investments consisted of the following as of December 31, 1992: Fair Shares Cost value ------ ---- ----- *A. H. Belo Corporation Series A Common Stock 111,985 $ 3,939,800 $ 4,703,351 *Fidelity Magellan Fund 83,152 5,223,885 5,239,403 *Fidelity Puritan Fund 136,947 1,899,805 2,018,604 *Fidelity Retirement Government Money Market Portfolio 1,315,922 1,315,922 1,315,922 Fidelity Growth and Income Portfolio 31,560 625,366 622,043 ------------ ----------- Total investments $ 13,004,778 $13,899,323 ============ =========== *Exceeds 5% of net assets available for plan benefits 7 11 4. Reconciliation of financial statements to the Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, ------------ 1993 1992 ---- ---- Net assets available for benefits per the financial statements $26,002,155 $14,895,070 Amounts allocated to withdrawing participants (172,035) (13,000) ----------- ----------- Net assets available for benefits per the Form 5500 $25,830,120 $14,882,070 =========== =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended ---------- December 31, 1993 ----------------- Benefits paid to participants per the financial statements $ 855,677 Add: Amounts allocated to withdrawing participants at December 31, 1993 172,035 Less: Amounts allocated to withdrawing participants at December 31, 1992 (13,000) ---------- Benefits paid to participants per the Form 5500 $1,014,712 ========== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 8 12 5. Net assets available for plan benefits Net assets available for plan benefits as of December 31, 1993, were as follows: Fidelity Retirement A. H. Belo Government Fidelity Corporation Fidelity Money Growth and Series A Magellan Fidelity Market Income Common Stock Fund Puritan Fund Portfolio Portfolio ------------ -------- ------------ ---------- ---------- Assets: Investments, at fair value $8,742,856 $ 8,743,295 $3,504,665 $1,834,707 $1,544,167 Participant loans receivable -- -- -- -- -- Participant contributions receivable 78,242 231,775 94,987 59,562 60,494 Employer contributions receivable 266,246 -- -- -- -- ---------- ----------- ---------- ---------- ---------- Total assets 9,087,344 8,975,070 3,599,652 1,894,269 1,604,661 Liabilities: Distributions payable 16,582 67,507 20,189 9,137 14,357 ---------- ----------- ---------- ---------- ---------- Total liabilities 16,582 67,507 20,189 9,137 14,357 ---------- ----------- ---------- ---------- ---------- Net assets available for plan benefits $9,070,762 $ 8,907,563 $3,579,463 $1,885,132 $1,590,304 ========== =========== ========== ========== ========== Participant loans Total ----------- ----- Assets: Investments, at fair value $ -- $24,369,690 Participant loans receivable 968,931 968,931 Participant contributions receivable -- 525,060 Employer contributions receivable -- 266,246 ----------- ----------- Total assets 968,931 26,129,927 Liabilities: Distributions payable -- 127,772 ----------- ----------- Total liabilities -- 127,772 ----------- ----------- Net assets available for plan benefits $ 968,931 $26,002,155 =========== =========== 9 13 5. Net assets available for plan benefits (continued) Net assets available for plan benefits as of December 31, 1992, were as follows: Fidelity A. H. Belo Retirement Fidelity Corporation Government Growth and Series A Fidelity Fidelity Money Market Income Common Stock Magellan Fund Puritan Fund Portfolio Portfolio ------------ ------------- ------------ ------------ ---------- Assets: Investments, at fair value $ 4,703,351 $ 5,239,403 $ 2,018,604 $ 1,315,922 $ 622,043 Participant loans receivable -- -- -- -- -- Participant contributions receivable 53,519 166,377 64,979 47,753 37,197 Employer contributions receivable 110,187 -- -- -- -- ----------- ----------- ----------- ----------- --------- Total assets 4,867,057 5,405,780 2,083,583 1,363,675 659,240 Liabilities: Distributions payable 12,147 35,317 10,646 3,268 6,279 ----------- ----------- ----------- ----------- --------- Total liabilities 12,147 35,317 10,646 3,268 6,279 ----------- ----------- ----------- ----------- --------- Net assets available for plan benefits $ 4,854,910 $ 5,370,463 $ 2,072,937 $ 1,360,407 $ 652,961 =========== =========== =========== =========== ========= Participant loans Total ----------- ----- Assets: Investments, at fair value $ -- $13,899,323 Participant loans receivable 583,392 583,392 Participant contributions receivable -- 369,825 Employer contributions receivable -- 110,187 --------- ----------- Total assets 583,392 14,962,727 Liabilities: Distributions payable -- 67,657 --------- ----------- Total liabilities -- 67,657 --------- ----------- Net assets available for plan benefits $ 583,392 $14,895,070 ========= =========== 10 14 6. Changes in net assets available for plan benefits The changes in net assets available for plan benefits for the year ended December 31, 1993, were as follows: Fidelity A. H. Belo Retirement Corporation Government Fidelity Series A Fidelity Money Growth and Common Magellan Fidelity Market Income Stock Fund Puritan Fund Portfolio Portfolio ----------- --------- ------------ ------------ ----------- Participant contributions $ 875,279 $ 2,632,493 $ 1,110,970 $ 655,694 $ 748,129 Employer contributions 1,980,945 -- -- -- -- Participant loan repayments 51,124 197,856 69,598 33,354 22,807 Investment income: Net realized and unrealized appreciation in fair value of investments 1,652,729 696,121 121,618 -- 106,239 Interest and dividends 96,079 771,089 393,686 48,180 73,511 --------- --------- --------- --------- --------- Total investment income 1,748,808 1,467,210 515,304 48,180 179,750 Participant loan withdrawals -- (471,082) (133,998) (124,987) (30,211) Participant distributions (247,272) (370,213) (129,208) (66,845) (42,139) Net transfers (193,032) 80,836 73,860 (20,671) 59,007 --------- --------- --------- --------- --------- Increase in net assets available for plan benefits 4,215,852 3,537,100 1,506,526 524,725 937,343 Net assets available for plan benefits at beginning of year 4,854,910 5,370,463 2,072,937 1,360,407 652,961 --------- --------- --------- --------- --------- Net assets available for plan benefits at end of year $ 9,070,762 $ 8,907,563 $ 3,579,463 $ 1,885,132 $ 1,590,304 ========= ========= ========= ========= ========= Participant loans Total ------------- ------------- Participant contributions $ -- $ 6,022,565 Employer contributions -- 1,980,945 Participant loan repayments (374,739) -- Investment income: Net realized and unrealized appreciation in fair value of investments -- 2,576,707 Interest and dividends -- 1,382,545 ---------- ------------ Total investment income -- 3,959,252 Participant loan withdrawals 760,278 -- Participant distributions -- (855,677) Net transfers -- -- ---------- ------------ Increase in net assets available for plan benefits 385,539 11,107,085 Net assets available for plan benefits at beginning of year 583,392 14,895,070 ---------- ------------ Net assets available for plan benefits at end of year $ 968,931 $ 26,002,155 ========== ============ 11 15 6. Changes in net assets available for plan benefits (continued) The changes in net assets available for plan benefits for the year ended December 31, 1992, were as follows: Fidelity Retirement A. H. Belo Government Fidelity Corporation Fidelity Money Growth and Series A Magellan Fidelity Puritan Market Income Common Stock Fund Fund Portfolio Portfolio ------------ -------- ---------------- ---------- ----------- Participant contributions $ 581,791 $1,957,182 $ 725,119 $ 540,574 $356,322 Employer contributions 1,125,195 -- -- -- -- Participant loan repayments 20,868 109,128 40,785 28,167 8,419 Investment income: Net realized and unrealized appreciation and depreciation in fair value of investments 812,702 (338,199) 55,673 -- (13,919) Interest and dividends 38,053 679,319 174,967 42,300 60,835 ---------- ---------- ---------- ---------- -------- Total investment income 850,755 341,120 230,640 42,300 46,916 Participant loan withdrawals -- (313,325) (119,804) (82,957) (19,423) Participant distributions (161,642) (199,920) (62,448) (36,076) (13,315) Net transfers 2,009 (81,069) 73,156 (43,461) 49,365 ---------- ---------- ---------- ---------- -------- Increase in net assets available for plan benefits 2,418,976 1,813,116 887,448 448,547 428,284 Net assets available for plan benefits at beginning of year 2,435,934 3,557,347 1,185,489 911,860 224,677 ---------- ---------- ---------- ---------- -------- Net assets available for plan benefits at end of year $4,854,910 $5,370,463 $2,072,937 $1,360,407 $652,961 ========== ========== ========== ========== ======== Participant loans Total ----------- ----- Participant contributions $ -- $ 4,160,988 Employer contributions -- 1,125,195 Participant loan repayments (207,367) -- Investment income: Net realized and unrealized appreciation and depreciation in fair value of investments -- 516,257 Interest and dividends -- 995,474 --------- ----------- Total investment income -- 1,511,731 Participant loan withdrawals 535,509 -- Participant distributions -- (473,401) Net transfers -- -- --------- ----------- Increase in net assets available for plan benefits 328,142 6,324,513 Net assets available for plan benefits at beginning of year 255,250 8,570,557 --------- ----------- Net assets available for plan benefits at end of year $ 583,392 $14,895,070 ========= =========== 12 16 7. Subsequent events Effective April 1, 1994, participants in the Plan who are employees of DFW Suburban Newspapers, Inc. will be ineligible for matching contributions. The amendment is not expected to have a significant effect on employer contributions. On June 1, 1994, A. H. Belo Corporation completed the purchase of substantially all of the assets of WWL-TV from Rampart Operating Partnership. In connection with the acquisition, all employees of WWL-TV who were active participants in the Rampart Operating Partnership Salary Saving Plan on June 1, 1994, became eligible for participation in the Plan. WWL-TV participants may elect a direct rollover of their investment to the Plan. Participant contributions made by employees of WWL-TV will be ineligible for matching contributions. 13 17 SUPPLEMENTAL SCHEDULES 18 A. H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN ITEM 30a - SCHEDULE OF ASSETS HELD FOR INVESTMENT December 31, 1993 Fair Shares Cost value ------ ---- ----- *A. H. Belo Corporation Series A Common Stock 164,960 $ 6,409,404 $ 8,742,856 **Fidelity Magellan Fund 123,406 8,105,582 8,743,295 **Fidelity Puritan Fund 222,518 3,289,975 3,504,665 **Fidelity Retirement Government Money Market Portfolio 1,834,707 1,834,707 1,834,707 **Fidelity Growth and Income Portfolio 69,494 1,457,089 1,544,167 ----------- ----------- Subtotal 21,096,757 24,369,690 Participant loans with interest rates ranging from 6% to 8.5%, maturing over various periods of up to 5 years 986,931 986,931 ----------- ----------- Total assets held for investment $22,083,688 $25,356,621 =========== =========== *Party-in-interest (Employer) **Party-in-interest (Trustee) 19 A. H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN ITEM 30d - SCHEDULE OF REPORTABLE TRANSACTIONS Year ended December 31, 1993 The following represent category (iii) series of transactions which, in the aggregate, exceed 5% of the current value of plan assets as of December 31, 1992: Number of transactions Activity Gain Identity of ---------------------- -------- on party involved Description Purchases Sales Purchases Sales sales -------------- ----------- --------- ----- --------- ----- ----- *A. H. Belo Corporation A. H. Belo Corporation Series A Common Stock 76 43 $2,886,463 $ 499,687 $82,828 **Fidelity Investments Fidelity Magellan Fund 157 103 3,813,517 1,005,745 73,926 **Fidelity Investments Fidelity Puritan Fund 128 82 1,689,228 324,786 25,727 **Fidelity Investments Fidelity Retirement Government Money Market Portfolio 104 98 1,008,088 489,303 -- **Fidelity Investments Fidelity Growth and Income Portfolio 105 68 1,018,536 202,651 15,838 There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 1993. *Party-in-interest (Employer) **Party-in-interest (Trustee) 20 EXHIBITS Exhibit 23 Consent of Ernst & Young SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. A. H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN Date: June 27, 1994 /s/ VICKY C. TEHERANI Vicky C. Teherani, Administrative Committee Member 21 INDEX TO EXHIBITS Exhibit 23 -- Consent of Ernst & Young