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: March 31, 2011

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Belo Corp.

Delaware (State or other jurisdiction of incorporation or organization)		75-0135890 (I.R.S. employer identification no.)
400 South Record Street
Dallas, Texas (Address of principal executive offices)		75202-4841 (Zip code)

Registrant’s telephone number, including area code: (214) 977-6606

Former name, former address and former fiscal year, if changed since last report.
None

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at April 25, 2011
Common Stock, $1.67 par value		103,568,253*

 

 

BELO CORP.
FORM 10-Q
TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements			2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 3. Quantitative and Qualitative Disclosures about Market Risk			17
Item 4. Controls and Procedures			17
PART II OTHER INFORMATION
Item 1. Legal Proceedings			18
Item 1A. Risk Factors			18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			18
Item 3. Defaults Upon Senior Securities			18
Item 4. Removed and Reserved			18
Item 5. Other Information			18
Item 6. Exhibits			18
Signatures			24
EX-31.1
EX-31.2
EX-32

PART I.

Item 1. Financial Statements

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Belo Corp. and Subsidiaries

		Three months ended March 31,
In thousands, except per share amounts (unaudited)		2011				2010
Net Operating Revenues		$	151,470			$	154,332
Operating Costs and Expenses
Station salaries, wages and employee benefits			53,836				51,224
Station programming and other operating costs			50,196				45,631
Corporate operating costs			6,299				9,609
Pension settlement charge and contribution reimbursements			20,466				(4,072	)
Depreciation			7,924				9,243
Total operating costs and expenses			138,721				111,635
Earnings from operations			12,749				42,697
Other Income and (Expense)
Interest expense			(17,983	)			(19,888	)
Other income (expense), net			180				(267	)
Total other income and (expense)			(17,803	)			(20,155	)
Earnings (loss) before income taxes			(5,054	)			22,542
Income tax (benefit) expense			(740	)			9,000
Net earnings (loss)		$	(4,314	)		$	13,542
Earnings (Loss) Per Share
Basic		$	(.04	)		$	.13
Diluted		$	(.04	)		$	.13
Weighted Average Shares Outstanding
Basic			103,403				102,809
Diluted			103,403				103,225

See accompanying Notes to Consolidated Condensed Financial Statements.

CONSOLIDATED CONDENSED BALANCE SHEETS
Belo Corp. and Subsidiaries

In thousands, except share and per share amounts		March 31,				December 31,
(unaudited)		2011				2010
Assets
Current assets:
Cash and temporary cash investments		$	12,383			$	8,309
Accounts receivable, net			131,240				144,992
Income tax receivable			33,071				37,921
Other current assets			41,670				19,574
Total current assets			218,364				210,796
Property, plant and equipment, net			159,006				164,439
Intangible assets, net			725,399				725,399
Goodwill			423,873				423,873
Other assets			63,576				65,883
Total assets		$	1,590,218			$	1,590,390
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	17,349			$	20,744
Accrued expenses			60,705				52,274
Short-term pension obligation			15,720				36,571
Accrued interest payable			18,412				10,405
Income taxes payable			8,142				13,701
Deferred revenue			3,526				3,505
Total current liabilities			123,854				137,200
Long-term debt			886,331				897,111
Deferred income taxes			246,338				206,765
Pension obligation			59,569				155,510
Other liabilities			21,249				23,162
Shareholders’ equity:
Preferred stock, $1.00 par value. Authorized 5,000,000 shares; none issued
Common stock, $1.67 par value. Authorized 450,000,000 shares
Series A: Issued 93,294,278 shares at March 31, 2011 and 92,916,960 shares at December 31, 2010			155,801				155,172
Series B: Issued 10,272,667 shares at March 31, 2011 and 10,272,679 shares at December 31, 2010			17,155				17,155
Additional paid-in capital			915,712				915,014
Accumulated deficit			(778,290	)			(773,976	)
Accumulated other comprehensive loss			(57,501	)			(142,723	)
Total shareholders’ equity			252,877				170,642
Total liabilities and shareholders’ equity		$	1,590,218			$	1,590,390

See accompanying Notes to Consolidated Condensed Financial Statements.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Belo Corp. and Subsidiaries

		Three months ended March 31,
In thousands (unaudited)		2011				2010
Operations
Net earnings (loss)		$	(4,314	)		$	13,542
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation			7,924				9,243
Pension settlement charge			28,699				—
Pension contributions			(15,457	)			(6,787	)
Deferred income taxes			(6,106	)			6,399
Employee retirement expense			980				1,225
Share-based compensation			584				2,147
Other non-cash items			104				(3,237	)
Equity (income) loss from partnerships			(77	)			166
Other, net			(616	)			(1,309	)
Net change in operating assets and liabilities:
Accounts receivable			13,862				11,300
Other current assets			3,101				4,641
Accounts payable			(3,027	)			(5,663	)
Accrued expenses			(15,571	)			4,516
Accrued interest payable			8,007				7,950
Income taxes payable			(709	)			(6,455	)
Net cash provided by operations			17,384				37,678
Investments
Capital expenditures			(3,018	)			(2,691	)
Other investments, net			583				79
Net cash used for investments			(2,435	)			(2,612	)
Financing
Net proceeds from revolving debt			23,400				11,000
Payments on revolving debt			(34,400	)			(46,000	)
Net proceeds from exercise of stock options			58				26
Excess tax benefit from option exercises			67				24
Net cash used for financing			(10,875	)			(34,950	)
Net increase in cash and temporary cash investments			4,074				116
Cash and temporary cash investments at beginning of period			8,309				4,800
Cash and temporary cash investments at end of period		$	12,383			$	4,916

See accompanying Notes to Consolidated Condensed Financial Statements.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Belo Corp. and Subsidiaries
(in thousands, except per share amounts)

(1)		The accompanying unaudited consolidated condensed financial statements of Belo Corp. and subsidiaries (the Company or Belo) have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
		The Company’s operating segments are defined as its television stations and cable news channels within a given market. The Company has determined that all of its operating segments meet the criteria under Accounting Standards Codification (ASC) 280-10.
		In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
		All amounts are in thousands, except per share amounts, unless otherwise indicated.
(2)		Belo and A. H. Belo Corporation (A. H. Belo), who have two common directors, are considered related parties under accounting rules. The Company has no ownership interest in A. H. Belo or in any newspaper businesses or related assets, and A. H. Belo has no ownership interest in the Company or any television station businesses or related assets. Belo’s relationship with A. H. Belo is governed by certain agreements between the two companies or their respective subsidiaries. Although the services related to these agreements generate continuing cash flows between Belo and A. H. Belo, the amounts are not significant to the ongoing operations of the Company. Under the services agreement, the Company and A. H. Belo (or their respective subsidiaries) provide each other various services and/or support. Belo and A. H. Belo also co-own certain downtown Dallas, Texas real estate through a limited liability company. The investment in the limited liability company is recorded as an equity method investment and is included in other assets. Belo and A. H. Belo also co-own other investments in third party businesses which are recorded as either equity or cost method investments and are included in other assets. The amount of income from the limited liability company and third party investments included in the Company’s net income are immaterial. See Note 7 for disclosures related to the split of the pension plan by Belo and A. H. Belo.
(3)		The following table sets forth the reconciliation between weighted average shares used for calculating basic and diluted earnings per share for the three months ended March 31, 2011 and 2010.

		2011				2010
Income (loss) (Numerator)
Net earnings (loss)		$	(4,314	)		$	13,542
Less: Income to participating securities			—				217
Income (loss) available to common stockholders			(4,314	)			13,325
Shares (Denominator)
Weighted average shares outstanding (basic)			103,403				102,809
Dilutive effect of employee stock options			—				416
Dilutive effect of restricted stock units (RSU)			—				—
Adjusted weighted average shares outstanding			103,403				103,225
Earnings (loss) per share:
Basic		$	(.04	)		$	.13
Diluted		$	(.04	)		$	.13

		For the three months ended March 31, 2011, the Company excluded common stock options for 9,535 shares and 1,036 restricted stock units (RSUs) due to the net loss during that period as to include them would be anti-dilutive. For the three months ended March 31, 2010, the Company excluded options for 10,777 shares and 421 RSUs because to include them would be anti-dilutive.
(4)		At March 31, 2011, Belo had $886,331 in fixed-rate debt securities as follows: $175,654 of 63/4% Senior Notes due 2013, $270,677 of 8% Senior Notes due 2016, $200,000 of 73/4% Senior Debentures due 2027; and $240,000 of 71/4% Senior Debentures due 2027. The weighted average effective interest rate for the fixed-rate debt instruments is 7.5%.
		At March 31, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of March 31, 2011, the Company did not have an outstanding balance under the Amended 2009 Credit Agreement, and all unused borrowings were available for borrowing. The Company is required to maintain certain leverage and interest ratios specified in the agreement. The leverage ratio is generally defined as the ratio of debt to cash flow and the senior leverage ratio is generally defined as the ratio of the debt under the credit facility to cash flow. The interest coverage ratio is generally defined as the ratio of interest expense to cash flow. At March 31, 2011, the Company’s leverage ratio was 3.6, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At March 31, 2011, the Company was in compliance with all debt covenant requirements.
		At March 31, 2011, the fair value of Belo’s 63/4% Senior Notes due May 30, 2013, 8% Senior Notes due November 15, 2016, 73/4% Senior Debentures due June 1, 2027, and 71/4% Senior Debentures due September 15, 2027, was estimated to be $186,481, $301,125, $184,740, and $206,400, respectively. The fair value is estimated using quoted market prices and yields obtained through independent pricing sources, taking into consideration the underlying terms of the debt, such as the coupon rate and term to maturity (Level 1 inputs).
(5)		The Company’s 8% Senior Notes are fully and unconditionally guaranteed by each of the Company’s 100%-owned subsidiaries as of the date of issuance. Accordingly, the following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of Belo as parent, the guarantor subsidiaries consisting of Belo’s current 100%-owned subsidiaries, and eliminations necessary to arrive at the Company’s information on a consolidated basis. These statements are presented in accordance with the disclosure requirements under Securities and Exchange Commission Regulation S-X, Rule 3-10.

Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2011
(in thousands)(unaudited)

						Guarantor
		Parent				Subsidiaries				Eliminations				Total
Net Operating Revenues		$	—			$	151,470			$	—			$	151,470
Operating Costs and Expenses
Station salaries, wages and employee benefits			—				53,836				—				53,836
Station programming and other operating costs			—				50,196				—				50,196
Corporate operating costs			5,704				595				—				6,299
Pension settlement charge and contribution reimbursements			20,466				—				—				20,466
Depreciation			306				7,618				—				7,924
Total operating costs and expenses			26,476				112,245				—				138,721
Earnings (loss) from operations			(26,476	)			39,225				—				12,749
Other Income and Expense
Interest expense			(17,958	)			(25	)			—				(17,983	)
Intercompany interest			1,684				(1,684	)			—				—
Other expense, net			(39	)			219				—				180
Total other income and expense			(16,313	)			(1,490	)			—				(17,803	)
Earnings (loss) before income taxes			(42,789	)			37,735				—				(5,054	)
Income tax benefit (expense)			6,510				(5,770	)			—				740
Equity in earnings (loss) of subsidiaries			31,965				—				(31,965	)			—
Net earnings (loss)		$	(4,314	)		$	31,965			$	(31,965	)		$	(4,314	)

Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2010
(in thousands)(unaudited)

						Guarantor
		Parent				Subsidiaries				Eliminations				Total
Net Operating Revenues		$	—			$	154,332			$	—			$	154,332
Operating Costs and Expenses
Station salaries, wages and employee benefits			—				51,224				—				51,224
Station programming and other operating costs			—				45,631				—				45,631
Corporate operating costs			8,784				825				—				9,609
Pension contribution reimbursements			(4,072	)			—				—				(4,072	)
Depreciation			611				8,632				—				9,243
Total operating costs and expenses			5,323				106,312				—				111,635
Earnings (loss) from operations			(5,323	)			48,020				—				42,697
Other Income and Expense
Interest expense			(19,855	)			(33	)			—				(19,888	)
Intercompany interest			1,703				(1,703	)			—				—
Other expense, net			(167	)			(100	)			—				(267	)
Total other income and expense			(18,319	)			(1,836	)			—				(20,155	)
Earnings (loss) before income taxes			(23,642	)			46,184				—				22,542
Income tax benefit (expense)			10,120				(19,120	)			—				(9,000	)
Equity in earnings (loss) of subsidiaries			27,064				—				(27,064	)			—
Net earnings (loss)		$	13,542			$	27,064			$	(27,064	)		$	13,542

Condensed Consolidating Balance Sheet
As of March 31, 2011
(in thousands)(unaudited)

						Guarantor
		Parent				Subsidiaries				Eliminations				Total
Assets
Current assets:
Cash and temporary cash investments		$	11,111			$	1,272			$	—			$	12,383
Accounts receivable, net			279				130,961				—				131,240
Other current assets			59,954				14,787				—				74,741
Total current assets			71,344				147,020				—				218,364
Property, plant and equipment, net			3,552				155,454				—				159,006
Intangible assets, net			—				725,399				—				725,399
Goodwill			—				423,873				—				423,873
Deferred income taxes			34,188				—				(34,188	)			—
Intercompany receivable			190,156				—				(190,156	)			—
Investment in subsidiaries			958,746				—				(958,746	)			—
Other assets			37,722				25,854				—				63,576
Total assets		$	1,295,708			$	1,477,600			$	(1,183,090	)		$	1,590,218
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	9,893			$	7,456			$	—			$	17,349
Accrued expenses			34,583				26,122				—				60,705
Short-term pension obligation			15,720				—				—				15,720
Income taxes payable			8,142				—				—				8,142
Deferred revenue			—				3,526				—				3,526
Accrued interest payable			18,412				—				—				18,412
Total current liabilities			86,750				37,104				—				123,854
Long-term debt			886,331				—				—				886,331
Deferred income taxes			—				280,526				(34,188	)			246,338
Pension obligation			59,569				—				—				59,569
Intercompany payable			—				190,156				(190,156	)			—
Other liabilities			10,181				11,068				—				21,249
Total shareholders’ equity			252,877				958,746				(958,746	)			252,877
Total liabilities and shareholders’ equity		$	1,295,708			$	1,477,600			$	(1,183,090	)		$	1,590,218

Condensed Consolidating Balance Sheet
As of December 31, 2010
(in thousands)

						Guarantor
		Parent				Subsidiaries				Eliminations				Total
Assets
Current assets:
Cash and temporary cash investments		$	5,290			$	3,019			$	—			$	8,309
Accounts receivable, net			190				144,802				—				144,992
Income tax receivable			37,921				—				—				37,921
Other current assets			6,443				13,131				—				19,574
Total current assets			49,844				160,952				—				210,796
Property, plant and equipment, net			3,877				160,562				—				164,439
Intangible assets, net			—				725,399				—				725,399
Goodwill			—				423,873				—				423,873
Deferred income taxes			70,736				—				(70,736	)			—
Intercompany receivable			238,189				—				(238,189	)			—
Investment in subsidiaries			926,781				—				(926,781	)			—
Other assets			38,422				27,461				—				65,883
Total assets		$	1,327,849			$	1,498,247			$	(1,235,706	)		$	1,590,390
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	9,884			$	10,860			$	—			$	20,744
Accrued expenses			23,810				28,464				—				52,274
Short-term pension obligation			36,571				—				—				36,571
Income taxes payable			13,701				—				—				13,701
Deferred revenue			—				3,505				—				3,505
Accrued interest payable			10,405				—				—				10,405
Total current liabilities			94,371				42,829								137,200
Long-term debt			897,111				—				—				897,111
Deferred income taxes			—				277,501				(70,736	)			206,765
Pension obligation			155,510				—				—				155,510
Intercompany payable			—				238,189				(238,189	)			—
Other liabilities			10,215				12,947				—				23,162
Total shareholders’ equity			170,642				926,781				(926,781	)			170,642
Total liabilities and shareholders’ equity		$	1,327,849			$	1,498,247			$	(1,235,706	)		$	1,590,390

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2011
(in thousands)(unaudited)

						Guarantor
		Parent				Subsidiaries				Total
Operations
Net cash provided by (used for) operations		$	(14,452	)		$	31,836			$	17,384
Investments
Capital expenditures			(874	)			(2144	)			(3,018	)
Other investments, net			57				526				583
Net cash used for investments			(817	)			(1,618	)			(2,435	)
Financing
Net proceeds from revolving debt			23,400				—				23,400
Payments on revolving debt			(34,400	)			—				(34,400	)
Net proceeds from exercise of stock options			58				—				58
Excess tax benefit from option exercises			67				—				67
Intercompany activity			31,965				(31,965	)			—
Net cash provided by (used for) financing activities			21,090				(31,965	)			(10,875	)
Net increase (decrease) in cash and temporary cash investments			5,821				(1,747	)			4,074
Cash and temporary cash investments at beginning of period			5,290				3,019				8,309
Cash and temporary cash investments at end of period		$	11,111			$	1,272			$	12,383

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2010
(in thousands)(unaudited)

						Guarantor
		Parent				Subsidiaries				Total
Operations
Net cash provided by (used for) operations		$	(11,244	)		$	48,922			$	37,678
Investments
Capital expenditures			(339	)			(2,352	)			(2,691	)
Other investments, net			—				79				79
Net cash used for investments			(339	)			(2,273	)			(2,612	)
Financing
Net proceeds from revolving debt			11,000				—				11,000
Payments on revolving debt			(46,000	)			—				(46,000	)
Net proceeds from exercise of stock options			26				—				26
Excess tax benefit from option exercises			24				—				24
Intercompany activity			46,805				(46,805	)			—
Net cash provided by (used for) financing activities			11,855				(46,805	)			(34,950	)
Net increase (decrease) in cash and temporary cash investments			272				(156	)			116
Cash and temporary cash investments at beginning of period			3,646				1,154				4,800
Cash and temporary cash investments at end of period		$	3,918			$	998			$	4,916

(6)		Belo has 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, RSUs, 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.
		Share-based compensation cost for awards to Belo’s employees and non-employee directors was $2,430 and $2,932, for the three months ended March 31, 2011 and 2010, respectively. No compensation cost is recognized related to options issued by Belo but held by employees and non-employee directors of A. H. Belo.

(7)		In February 2008, the Company spun-off its newspaper businesses and related assets to a separate company, A. H. Belo. Subsequent to the spin-off, Belo retained sponsorship of The G. B. Dealey Retirement Pension Plan (Pension Plan). As the sole plan sponsor for the Pension Plan, Belo continued to administer benefits for Belo and A. H. Belo current and former employees. In October 2010, Belo and A. H. Belo agreed to split the Pension Plan into separately-sponsored pension plans effective January 1, 2011. Under the agreement, participant benefit liabilities and assets allocable to approximately 5,100 current and former employees of A. H. Belo and its related newspaper businesses were transferred to two new defined benefit pension plans created, sponsored, and managed by or on behalf of A. H. Belo. Effective January 1, 2011, the new A. H. Belo plans were solely responsible for paying participant benefits for the current and former employees of A. H. Belo, and the Company is no longer responsible for those liabilities. The participant benefit liabilities and assets pertaining to current and former employees of Belo, and its related television businesses, continue to be held by the Pension Plan sponsored by and managed by or on behalf of Belo Corp.
		For Belo, the pension split transaction was treated as a settlement under ASC 715. Under settlement accounting for pensions, the split of the Company’s Pension Plan results in the transfer of $238,833 in Pension Plan assets, of which over 90 percent of the assets have been transferred to A.H. Belo, and $339,799 in Pension Plan liabilities to the plans sponsored by A. H. Belo. This resulted in a reduction in the net unfunded liability of $100,966, which is recorded as a non-cash settlement gain, and recognition of actuarial losses of $129,665 previously recognized in accumulated other comprehensive loss, which is recorded as a non-cash settlement charge. This settlement gain and charge resulted in a net non-cash settlement charge of $28,699. This charge was partially offset by a final net pension contribution reimbursement of $8,233 received from A. H. Belo as discussed below. The combined result of all pension transactions in the first quarter is a net charge before taxes of $20,466. Additionally, the Company’s effective tax rate for the first quarter reflects the impact of deferred tax adjustments of $7,143 in pension settlement items.
		As of March 31, 2011, remaining Pension Plan assets pertaining to A.H. Belo’s current and former employees of approximately $24,000 were included in Other Current Assets with a corresponding liability in Accrued Expenses on the Company’s Balance Sheet. The Company expects to complete the transfer of Pension Plan assets by June 30, 2011.
		Belo’s funding policy is to contribute annually to the Pension Plan amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, but not in excess of the maximum tax-deductible contribution. For the three months ended March 31, 2011, the Company made contributions totaling $15,457 to the Pension Plan related to the 2010 plan year and A. H. Belo reimbursed the Company $8,233. A. H. Belo has no further obligation to reimburse the Company for any future contributions. During the remaining nine months of 2011, the Company expects to make contributions of approximately $12,000 to the Pension Plan. These expected contributions are for the benefit of Belo’s current and former employees. No plan assets are expected to be returned to the Company during the year ending December 31, 2011. For the three months ended March 31, 2010, the Company made contributions totaling $6,787 to the Pension Plan related to the 2010 plan year and A. H. Belo reimbursed the Company $4,072.
		At the end of the first quarter of 2011, including the effect of the Pension Plan split, the Company’s remaining unfunded liability was $75,289, a decrease of $116,792 as compared to December 31, 2010. The remaining unfunded liability pertains to Belo’s current and former employees who participate in the Pension Plan. The pension split will also affect estimated pension expense, minimum required pension contributions and estimated benefit payments, as subsequent to the pension split these amounts relate solely to current and former employees of Belo for all plan years beginning January 1, 2011.

		Net periodic pension cost includes the following components for the three months ended March 31, 2011, subsequent to the Pension Plan split and for the three months ended March 31, 2010, prior to the Pension Plan split when the Company was the sole plan sponsor:

		2011				2010
Interest cost on projected benefit obligation		$	3,415			$	8,163
Expected return on assets			(3,019	)			(7,945	)
Amortization of net loss			680				1,099
Net periodic pension cost before settlement charge			1,076				1,317
Settlement charge			28,699				—
Net periodic pension cost		$	29,775			$	1,317

(8)		In addition to the proceeding disclosed below, a number of other legal proceedings are pending against the Company, 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 the consolidated results of operations, liquidity or financial position of the Company.
		Under the terms of the separation and distribution agreement between the Company and A. H. Belo, A. H. Belo has agreed to indemnify the Company for any liability arising out of the lawsuit described in the following paragraph.
		On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against The Dallas Morning News, the Company, and others 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. On March 28, 2011, the Court granted defendants summary judgment and dismissed all claims. Plaintiffs have moved for reconsideration. The Company believes the lawsuit is without merit and is vigorously defending against it.

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 Consolidated Condensed Financial Statements and related Notes filed as part of this report.

Overview

Belo Corp. (Belo or the Company), a Delaware corporation, began as a Texas newspaper company in 1842 and today is one of the nation’s largest publicly-traded pure-play television companies. The Company owns 20 television stations (nine in the top 25 U.S. markets) that reach more than 14 percent of U.S. television households, including ABC, CBS, NBC, FOX, CW and MyNetwork TV (MNTV) affiliates, and their associated Web sites, in 15 highly-attractive markets across the United States. The Company owns two local and two regional cable news channels and holds an ownership interest in one other cable news channel.

The Company believes the success of its media franchises is built upon providing the highest quality local and regional news, entertainment programming and service to the communities in which they operate. These principles have built durable relationships with viewers, advertisers and online users and have guided Belo’s success.

The following table sets forth the Company’s major media assets as of March 31, 2011:

																		Number of
						Station/				Year Belo								Commercial
		Market				News				Acquired/				Network				Stations in
Market		Rank(1)				Channel				Started				Affiliation				Market(2)
Dallas/Fort Worth			5			WFAA					1950			ABC					16
Dallas/Fort Worth			5			TXCN					1999				N/A				N/A
Houston			10			KHOU					1984			CBS					15
Phoenix			12			KTVK					1999			IND					13
Phoenix			12			KASW					2000			CW					13
Seattle/Tacoma			13			KING					1997			NBC					13
Seattle/Tacoma			13			KONG					2000			IND					13
Seattle/Tacoma			13			NWCN					1997				N/A				N/A
St. Louis			21			KMOV					1997			CBS					8
Portland(3)			22			KGW					1997			NBC					8
Charlotte			23			WCNC					1997			NBC					8
San Antonio			37			KENS					1997			CBS					10
Hampton/Norfolk			43			WVEC					1984			ABC					8
Austin			44			KVUE					1999			ABC					7
Louisville			50			WHAS					1997			ABC					7
New Orleans(4)			52			WWL					1994			CBS					8
New Orleans(5)			52			WUPL					2007			MNTV					9
Tucson			67			KMSB					1997			FOX					9
Tucson			67			KTTU					2002			MNTV					9
Spokane			75			KREM					1997			CBS					7
Spokane			75			KSKN					2001			CW					7
Boise(6)			113			KTVB					1997			NBC					5

(1)		Market rank is based on the relative size of the television market Designated Market Area (DMA), among the 210 DMAs generally recognized in the United States, based on the September 2010 Nielsen Media Research report.
(2)		Represents the number of commercial television stations (both VHF and UHF) broadcasting in the market, excluding public stations, low power broadcast stations and cable channels.
(3)		The Company also owns KGWZ-LD, a low power television station in Portland, Oregon.
(4)		WWL also produces “NewsWatch on Channel 15,” a 24-hour daily local news and weather cable channel.
(5)		The Company also owns WBXN-CA, a Class A television station in New Orleans, Louisiana.
(6)		The Company also owns KTFT-LP (NBC), a low power television station in Twin Falls, Idaho.

The Company intends for the discussion of its financial condition and results of operations that follows to provide information that will assist in understanding the Company’s financial statements, the changes in certain key items in those statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect the Company’s financial statements.

The Company has network affiliation agreements with ABC, CBS, NBC, FOX and CW. The Company’s network affiliation agreements generally provide the station with the exclusive right to broadcast over the air in its local service area all programs transmitted by the network with which the station is affiliated. In return, the network has the right to sell most of the advertising time during such broadcasts. In the past, some of the Company’s affiliation agreements included network compensation; however, network compensation received by the Company has substantially declined in recent years. In connection with the renewals of these agreements, the Company is generally required to make cash payments to the networks. Belo reached agreements in 2010 with: ABC for the renewal of its network affiliation agreements related to its stations in Dallas/Fort Worth, Austin, Louisville and Hampton/Norfolk; and, CBS for its stations in Houston, San Antonio and New Orleans.

The principal source of the Company’s revenue is from the sale of local, regional and national advertising. In even numbered years, the Company’s revenue also includes significant revenue from political advertising. Additional discussion, regarding the Company’s results of operations in the first quarter of 2011 as compared to the first quarter of 2010, is provided below.

Results of Operations
(Dollars in thousands, except per share amounts)

		Percentage
Three Months ended March 31,		2011				Change				2010
Net operating revenues		$	151,470				(1.9	)%		$	154,332
Pension settlement charge and contribution reimbursements			20,466			NM					(4,072	)
Other operating costs and expenses			118,255				2.2	%			115,707
Total operating costs and expenses			138,721				24.3	%			111,635
Earnings from operations			12,749				(70.1	)%			42,697
Other income (expense)			(17,803	)			(11.7	)%			(20,155	)
Earnings (loss) before income taxes			(5,054	)		NM					22,542
Income tax benefit (expense)			740			NM					(9,000	)
Net earnings (loss)		$	(4,314	)		NM				$	13,542

NM is not meaningful.

Net Operating Revenues

		Percentage
Three Months ended March 31,		2011				Change				2010
Spot advertising revenue		$	122,781				(4.2	)%		$	128,205
Other revenue			28,689				9.8	%			26,127
Net operating revenues		$	151,470				(1.9	)%		$	154,332

Spot advertising revenue decreased $5,424, or 4.2 percent, in the first three months of 2011 as compared to the first three months of 2010. This decrease is primarily due to a $5,888 decrease in political advertising revenue. Political revenues are generally higher in even-numbered years than in odd-numbered years due to elections for various state and national offices. The decrease in political advertising revenues was partially offset by an increase in total local and national spot revenues of $464 or 0.4 percent versus the prior year. Increases in the healthcare, consumer services and entertainment categories were mostly offset by decreases in the financial services, restaurant and grocery categories. Other revenue increased primarily due to a 24.7 percent increase in retransmission revenue and a 19.9 percent increase in Internet revenue, partially offset by a decline in network compensation.

Operating Costs and Expenses

Station salaries, wages and employee benefits increased $2,612, or 5.1 percent, primarily due to increases in salary expense of $1,147, partial reinstatement of the Company’s employer match for the Belo Savings Plan (401(k) plan) of $667 and higher pension expense of $537. Station programming and other operating costs increased $4,565, or 10.0 percent, primarily related to a non-cash expense reduction in 2010 of $3,854, relating to a 2005 Federal Communications Commission (FCC) decision that allowed a major wireless provider to finance the replacement of analog newsgathering equipment with digital equipment in exchange for stations vacating the analog spectrum earlier than required. Four Belo markets converted to this digital equipment in the first quarter of 2010.

Corporate operating costs decreased $3,310, or 34.4 percent, in the first quarter 2011, primarily related to a decrease in accrued bonus expense of $843, a decrease in pension expense of $778 related to the pension split and a decrease in technology costs of $808.

In October 2010, Belo and A. H. Belo agreed to split the Pension Plan into separately-sponsored pension plans effective January 1, 2011. Under the agreement, participant benefit liabilities and assets allocable to approximately 5,100 current and former employees of A. H. Belo and its related newspaper businesses were transferred to two new defined benefit pension plans created, sponsored, and managed by or on behalf of A. H. Belo. Effective January 1, 2011, the new A. H. Belo plans were solely responsible for paying participant benefits for the current and former employees of A. H. Belo, and the Company is no longer responsible for those liabilities. The participant benefit

liabilities and assets pertaining to current and former employees of Belo, and its related television businesses, continue to be held by the Pension Plan sponsored by and managed by or on behalf of Belo Corp.

For Belo, the pension split transaction was treated as a settlement under ASC 715. Under settlement accounting for pensions, the split of the Company’s Pension Plan results in the transfer of $238,833 in Pension Plan assets, of which over 90 percent of the assets have been transferred to A. H. Belo, and $339,799 in Pension Plan liabilities to the plans sponsored by A. H. Belo. This resulted in a reduction in the net unfunded liability of $100,966, which is recorded as a non-cash settlement gain, and recognition of $129,665 in actuarial losses previously recognized in accumulated other comprehensive loss which are recorded as a non-cash settlement charge. This settlement gain and charge resulted in a net non-cash settlement charge of $28,699. This charge was partially offset by a final net pension contribution reimbursement of $8,233 received from A. H. Belo as discussed in “Liquidity and Capital Resources” below. The combined result of all pension settlement transactions in the first quarter is a net charge before taxes of $20,466.

Other income (expense)

Interest expense decreased $1,905, or 9.6 percent, due primarily to decreased interest costs associated with lower variable rate debt balances in the first quarter of 2011 versus the first quarter of 2010. In addition, commitment fees and amortization of financing costs associated with the variable rate debt declined due to the Company’s election to reduce commitments under the credit agreement in August 2010.

Income taxes decreased $9,740, for the three months ended March 31, 2011, compared with the three months ended March 31, 2010, primarily due to the $7,143 tax benefit related to deferred tax adjustments for the pension settlement charge and lower pretax earnings.

Station Adjusted EBITDA

		Percentage
Three Months ended March 31,		2011				Change				2010
Station Adjusted EBITDA		$	47,438				(17.5	)%		$	57,477
Corporate operating costs and expenses			(6,299	)			(34.4	)%			(9,609	)
Depreciation			(7,924	)			(14.3	)%			(9,243	)
Pension settlement charge and contribution reimbursements			(20,466	)		NM					4,072
Net earnings from operations		$	12,749				(70.1	)%		$	42,697

NM is not meaningful.

Belo’s management uses Station Adjusted EBITDA as the primary measure of profitability to evaluate operating performance and to allocate capital resources and bonuses to eligible operating company employees. Station Adjusted EBITDA represents the Company’s earnings from operations before interest expense, income taxes, depreciation, amortization, impairment charges, pension settlement charge and contribution reimbursements and corporate operating costs and expenses. Other income (expense), net is not allocated to television station earnings from operations because it consists primarily of equity in earnings (losses) from investments in partnerships and joint ventures and other non-operating income (expense). Station Adjusted EBITDA is a common alternative measure of performance used by investors, financial analysts and rating agencies to evaluate financial performance.

For the three months ended March 31, 2011, Station Adjusted EBITDA decreased $10,039, or 17.5 percent, compared with the three months ended March 31, 2010. This decrease was due to the decrease in political, Olympics and Super Bowl revenue and an increase in operating costs and expenses as discussed above.

Liquidity and Capital Resources

Net cash provided by operating activities, bank borrowings and long-term debt are Belo’s primary sources of liquidity.

Operating Cash Flows

Net cash provided by operations was $17,384 in the first quarter 2011 compared with $37,678 in the first quarter 2010. The 2011 operating cash flows were primarily provided by the net loss adjusted for non-cash and pension-related items, and routine changes in working capital. The 2010 operating cash flows were primarily provided by net earnings adjusted for non-cash items and routine changes in working capital. The decrease in net cash provided by operations is primarily due to higher pension contributions and payments in the first quarter of 2011 for bonuses accrued in 2010.

The Company made $15,457 in contributions to its Pension Plan during the first quarter of 2011 compared to contributions of $6,787 during the first quarter of 2010. As previously discussed, A. H. Belo was obligated to reimburse the Company for its portion of any contributions the Company made to the Pension Plan. Such reimbursements totaled $8,233 and $4,072 during the first quarters of 2011 and 2010, respectively.

Investing Cash Flows

Net cash flows used for investing activities were $2,435 in the first quarter 2011 compared to $2,612 in the first quarter 2010. The investing cash flows were primarily used for capital expenditures.

Capital Expenditures

Total capital expenditures were $3,018 in the first quarter 2011 compared with $2,691 in the first quarter 2010.

Financing Cash Flows

Net cash flows used for financing activities were $10,875 in the first quarter 2011 compared with $34,950 in the first quarter 2010. The financing activity cash flows consisted primarily of borrowings and repayments under the Company’s revolving credit facility.

Long-Term Debt

At March 31, 2011, Belo had $886,331 in fixed-rate debt securities as follows: $175,654 of 6³/4% Senior Notes due 2013, $270,677 of 8% Senior Notes due 2016, $200,000 of 7³/4% Senior Debentures due 2027 and $240,000 of 7¹/4% Senior Debentures due 2027. The weighted average effective interest rate for the fixed-rate debt instruments is 7.5%.

At March 31, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of March 31, 2011, there was no balance outstanding under the Amended 2009 Credit Agreement and all unused borrowings were available for borrowing. The Company is required to maintain certain leverage and interest ratios specified in the agreement. The leverage ratio is generally defined as the ratio of debt to cash flow and the senior leverage ratio is generally defined as the ratio of the debt under the credit facility to cash flow. The interest coverage ratio is generally defined as the ratio of interest expense to cash flow. At March 31, 2011, the Company’s leverage ratio was 3.6, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At March 31, 2011, the Company was in compliance with all debt covenant requirements.

Dividends

On April 26, 2011, the Company declared a quarterly dividend of five cents per share on Series A and Series B common stock outstanding, to be paid on September 2, 2011, to shareholders of record on August 12, 2011.

Share Repurchase Program

The Company has a stock repurchase program pursuant to authorization from Belo’s Board of Directors in December 2005. There is no expiration date for this repurchase program. The remaining authorization for the repurchase of shares as of March 31, 2011, under this authority was 13,030,716 shares. During the first quarter 2011, no shares were repurchased under this program. The Amended 2009 Credit Agreement, which became effective November 15, 2009, does not permit share repurchases.

Other

The Company has various sources available to meet its 2011 capital and operating commitments, including cash on hand, short-term investments, internally-generated funds and a $205,000 revolving credit facility. The Company believes its resources are adequate to meet its foreseeable needs.

Forward-Looking Statements

Statements in this Form 10-Q concerning Belo’s business outlook or future economic performance, anticipated profitability, revenues, expenses, capital expenditures, investments, future financings, impairments, pension matters, and other financial and non-financial items that are not historical facts, are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements.

Such risks, uncertainties and factors include, but are not limited to, uncertainties regarding the costs, consequences (including tax consequences) and other effects of the Company’s spin-off distribution of its newspaper businesses and related assets to A. H. Belo and the associated agreements between the Company and A. H. Belo relating to various matters; changes in capital market conditions and prospects, and other factors such as changes in advertising demand, interest rates and programming and production costs; changes in viewership patterns and demography, and actions by Nielsen; changes in the network-affiliate business model for broadcast television; technological changes, and the development of new systems and devices to distribute and consume television and other audio-visual content; changes in the ability to secure, and in the terms of, carriage of Belo programming on cable, satellite, telecommunications and other program distribution methods; development of Internet commerce; industry cycles; changes in pricing or other actions by competitors and suppliers; Federal Communications Commission and other regulatory, tax and legal changes; adoption of new accounting standards or changes in existing accounting standards by the Financial Accounting Standards Board or other accounting standard-setting bodies or authorities; the effects of Company acquisitions, dispositions, co-owned ventures and investments; pension plan matters; general economic conditions; and significant armed conflict, as well as other risks detailed in Belo’s other public disclosures, and filings with the Securities and Exchange Commission (“SEC”), including Belo’s Annual Report on Form 10-K.

Item 3.		Quantitative and Qualitative Disclosures About Market Risk

Other than as disclosed, there have been no material changes in the Company’s exposure to market risk from the disclosure included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Item 4.		Controls and Procedures

During the quarter ended March 31, 2011, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Belo’s internal control over financial reporting.

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s president and Chief Executive Officer and senior vice president/Chief Financial Officer and Treasurer, of the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by this report. Based upon that evaluation, the president and Chief Executive Officer and senior vice president/Chief Financial Officer and Treasurer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective such that information relating to the Company (including its consolidated subsidiaries) required to be disclosed in the Company’s SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) is accumulated and communicated to the Company’s management, including the president and Chief Executive Officer and senior vice president/Chief Financial Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure.

PART II.

Item 1.		Legal Proceedings

In addition to the disclosure below, a number of other legal proceedings are pending against the Company, 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 the results of operations, liquidity or financial position of the Company.

Under the terms of the separation and distribution agreement between the Company and A. H. Belo, A. H. Belo has agreed to indemnify the Company for any liability arising out of the lawsuit described in the following paragraph.

On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against The Dallas Morning News, the Company, and others 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. On March 28, 2011, the Court granted defendants summary judgment and dismissed all claims. Plaintiffs have moved for reconsideration. The Company believes the lawsuit is without merit and is vigorously defending against it.

Item 1A.		Risk Factors

There have been no material changes in the Company’s risk factors from the disclosure included in the Company’s Annual Report on Form-10-K for the fiscal year ended December 31, 2010.

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds

There have been no unregistered sales of equity securities in the last three years.

Issuer Purchases of Equity Securities

None.

Item 3.		Defaults Upon Senior Securities

None.

Item 4.		Removed and Reserved

Item 5.		Other Information

None.

Item 6.		Exhibits

Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the Securities and Exchange Commission, as indicated. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.

Exhibit
Number		Description
2.1 *		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. 001-08598)(the “February 12, 2008 Form 8-K”))
3.1 *		Certificate of Incorporation of the Company (Exhibit 3.1 to the Company’s Annual Report on Form 10-K dated March 15, 2000 (Securities and Exchange Commission File No. 001-08598) (the “1999 Form 10-K”))

Exhibit
Number		Description
3.2 *		Certificate of Correction to Certificate of Incorporation dated May 13, 1987 (Exhibit 3.2 to the 1999 Form 10-K)
3.3 *		Certificate of Designation of Series A Junior Participating Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3 to the 1999 Form 10-K)
3.4 *		Certificate of Amendment of Certificate of Incorporation of the Company dated May 4, 1988 (Exhibit 3.4 to the 1999 Form 10-K)
3.5 *		Certificate of Amendment of Certificate of Incorporation of the Company dated May 3, 1995 (Exhibit 3.5 to the 1999 Form 10-K)
3.6 *		Certificate of Amendment of Certificate of Incorporation of the Company dated May 13, 1998 (Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (Securities and Exchange Commission File No. 002-74702)(the “2nd Quarter 1998 Form 10-Q”))
3.7 *		Certificate of Ownership and Merger, dated December 20, 2000, but effective as of 11:59 p.m. on December 31, 2000 (Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2000 (Securities and Exchange Commission File No. 001-08598))
3.8 *		Amended Certificate of Designation of Series A Junior Participating Preferred Stock of the Company dated May 4, 1988 (Exhibit 3.7 to the 1999 Form 10-K)
3.9 *		Certificate of Designation of Series B Common Stock of the Company dated May 4, 1988 (Exhibit 3.8 to the 1999 Form 10-K)
3.10 *		Amended and Restated Bylaws of the Company, effective March 9, 2009 (Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2009 (Securities and Exchange Commission File No. 001-08598)(the “March 11, 2009 Form 8-K”))
4.1		Certain rights of the holders of the Company’s Common Stock are set forth in Exhibits 3.1-3.10 above
4.2 *		Specimen Form of Certificate representing shares of the Company’s Series A Common Stock (Exhibit 4.2 to the Company’s Annual Report on Form 10-K dated March 13, 2001 (Securities and Exchange Commission File No. 001-08598)(the “2000 Form 10-K”))
4.3 *		Specimen Form of Certificate representing shares of the Company’s Series B Common Stock (Exhibit 4.3 to the 2000 Form 10-K)
4.4		Instruments defining rights of debt securities:
		(1) *		Indenture dated as of June 1, 1997 between the Company and The Chase Manhattan Bank, as Trustee (the “Indenture”)(Exhibit 4.6(1) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (Securities and Exchange Commission File No. 002-74702)(the “2nd Quarter 1997 Form 10-Q”))
		(2) *		$200 million 73/4% Senior Debenture due 2027 (Exhibit 4.6(4) to the 2nd Quarter 1997 Form 10-Q)
		(3) *		Officers’ Certificate dated June 13, 1997 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.6(5) to the 2nd Quarter 1997 Form 10-Q)
		(4) *		(a)   $200 million 71/4% Senior Debenture due 2027 (Exhibit 4.6(6)(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (Securities and Exchange Commission File No. 002-74702)(the “3rd Quarter 1997 Form 10-Q”))

Exhibit
Number		Description
		*		(b)   $50 million 71/4% Senior Debenture due 2027 (Exhibit 4.6(6)(b) to the 3rd Quarter 1997 Form 10-Q)
		(5) *		Officers’ Certificate dated September 26, 1997 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.6(7) to the 3rd Quarter 1997 Form 10-Q)
		(6) *		Form of Belo Corp. 63/4% Senior Notes due 2013 (Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2006 (Securities and Exchange Commission File No. 001-08598)(the “May 26, 2006 Form 8-K”))
		(7) *		Officers’ Certificate dated May 26, 2006 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.2 to the May 26, 2006 Form 8-K)
		(8) *		Underwriting Agreement Standard Provisions (Debt Securities), dated May 24, 2006 (Exhibit 1.1 to the May 26, 2006 Form 8-K)
		(9) *		Underwriting Agreement, dated May 24, 2006, between the Company, Banc of America Securities LLC and JPMorgan Securities, Inc. (Exhibit 1.2 to the May 26, 2006 Form 8-K)
		(10) *		Form of Belo Corp. 8% Senior Notes due 2016 (Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2009 (Securities and Exchange Commission File No. 001-08598)(the “November 16, 2009 Form 8-K”))
		(11) *		Supplemental Indenture, dated November 16, 2009 among the Company, the Guarantors of the Notes and The Bank of New York Mellon Trust Company, N.A., as Trustee (Exhibit 4.1 to the November 16, 2009 Form 8-K)
		(12) *		Underwriting Agreement, dated November 10, 2009, between the Company, the Guarantors of the Notes and JPMorgan Securities, Inc. (Exhibit 1.1 to the November 16, 2009 Form 8-K)
10.1		Financing agreements:
		(1) *		Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners; Bank of America, N.A., as Syndication Agent; and SunTrust Bank, The Bank of New York, and BNP Paribas, as Documentation Agents; and Mizuho Corporate Bank, Ltd., as Co-Documentation Agent (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2006 (Securities and Exchange Commission File No. 001-08598))
		(2) *		First Amendment dated as of February 4, 2008 to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company and the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (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. 001-08598))
		(3) *		Second Amendment dated as of February 26, 2009 to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company and the Lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent (Exhibit 10.1(3) to the Company’s Annual Report on Form 10-K dated March 2, 2009 (Securities and Exchange Commission File No. 001-08598)(the “2008 Form 10-K”))
		(4) *		Guarantee Agreement dated as of February 26, 2009, among Belo Corp., the Subsidiaries of Belo Corp. identified therein and JPMorgan Chase Bank, N.A. (Exhibit 10.1(4) to the 2008 Form 10-K)
		(5) *		Amendment and Restatement Agreement, dated as of November 16, 2009 to Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of February 26, 2009, among the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto (Exhibit 10.1 to the November 16, 2009 Form 8-K)

Exhibit
Number		Description
		(6) *		Form of Supplement, dated as of November 16, 2009, to the Guarantee Agreement dated as of February 26, 2009, among the Company, the Subsidiaries of the Company from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2 to the November 16, 2009 Form 8-K)
		(7) *		First Amendment dated as of August 11, 2010, to its Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of February 26, 2009, as further amended and restated as of November 16, 2009, among the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2010 (Securities and Exchange Commission File No. 001-08598))
~10.2		Compensatory plans:
		~(1)		Belo Savings Plan:
		*		(a)   Belo Savings Plan Amended and Restated effective January 1, 2008 (Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2007 (Securities and Exchange Commission File No. 001-08598)(the “December 11, 2007 Form 8-K”))
		*		(b)   First Amendment to the Amended and Restated Belo Savings Plan effective as of January 1, 2008 (Exhibit 10.2(1)(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (Securities and Exchange Commission File No. 001-08598))
		*		(c)   Second Amendment to the Amended and Restated Belo Savings Plan effective as of January 1, 2009 (Exhibit 10.2(1)(c) to the 2008 Form 10-K)
		*		(d)   Third Amendment to the Amended and Restated Belo Savings Plan effective as of April 12, 2009 (Exhibit 10.1 to the March 11, 2009 Form 8-K)
		*		(e)   Fourth Amendment to the Amended and Restated Belo Savings Plan effective as of 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 001-08598))
		*		(f)   Fifth Amendment to the Amended and Restated Belo Savings Plan dated December 3, 2010 (Exhibit 10.2.1(f) to the Company’s Annual Report on Form 10-K dated March 11, 2011 (Securities and Exchange Commission file No. 001-08598))
		~(2)		Belo 1986 Long-Term Incentive Plan:
		*		(a)   Belo Corp. 1986 Long-Term Incentive Plan (Effective May 3, 1989, as amended by Amendments 1, 2, 3, 4 and 5) (Exhibit 10.3(2) to the Company’s Annual Report on Form 10-K dated March 10, 1997 (Securities and Exchange Commission File No. 001-08598)(the “1996 Form 10-K”))
		*		(b)   Amendment No. 6 to 1986 Long-Term Incentive Plan, dated May 6, 1992 (Exhibit 10.3(2)(b) to the Company’s Annual Report on Form 10-K dated March 19, 1998 (Securities and Exchange Commission File No. 002-74702)(the “1997 Form 10-K”))
		*		(c)   Amendment No. 7 to 1986 Long-Term Incentive Plan, dated October 25, 1995 (Exhibit 10.2(2)(c) to the 1999 Form 10-K)
		*		(d)   Amendment No. 8 to 1986 Long-Term Incentive Plan, dated July 21, 1998 (Exhibit 10.3(2)(d) to the 2nd Quarter 1998 Form 10-Q)
		~(3) *		Belo 1995 Executive Compensation Plan, as restated to incorporate amendments through December 4, 1997 (Exhibit 10.3(3) to the 1997 Form 10-K)
		*		(a)   Amendment to 1995 Executive Compensation Plan, dated July 21, 1998 (Exhibit 10.2(3)(a) to the 2nd Quarter 1998 Form 10-Q)
		*		(b)   Amendment to 1995 Executive Compensation Plan, dated December 16, 1999 (Exhibit 10.2(3)(b) to the 1999 Form 10-K)
		*		(c)   Amendment to 1995 Executive Compensation Plan, dated December 5, 2003 (Exhibit 10.3(3)(c) to the Company’s Annual Report on Form 10-K dated March 4, 2004 (Securities and Exchange Commission File No. 001-08598)(the “2003 Form 10-K”))

Exhibit
Number		Description
		*		(d)   Form of Belo Executive Compensation Plan Award Notification for Employee Awards (Exhibit 10.2(3)(d) to the Company’s Annual Report on Form 10-K dated March 6, 2006 (Securities and Exchange Commission File No. 001-08598)(the “2005 Form 10-K”))
		~(4) *		Management Security Plan (Exhibit 10.3(1) to the 1996 Form 10-K)
		*		(a)   Amendment to Management Security Plan of Belo Corp. and Affiliated Companies (as restated effective January 1, 1982)(Exhibit 10.2(4)(a) to the 1999 Form 10-K)
		~(5)		Belo Supplemental Executive Retirement Plan
		*		(a)   Belo Supplemental Executive Retirement Plan As Amended and Restated Effective January 1, 2004 (Exhibit 10.2(5)(a) to the 2003 Form 10-K)
		*		(b)   Belo Supplemental Executive Retirement Plan As Amended and Restated Effective January 1, 2007 (Exhibit 99.6 to the December 11, 2007 Form 8-K)
		*		(c)   Belo Supplemental Executive Retirement Plan As Amended and Restated Effective January 1, 2008 (Exhibit 10.2(5)(c) to the 2008 Form 10-K)
		~(6) *		Belo Pension Transition Supplement Restoration Plan effective April 1, 2007 (Exhibit 99.5 to the December 11, 2007 Form 8-K)
		*		(a)   First Amendment to the Belo Pension Transition Supplement Restoration Plan, dated May 12, 2009 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2009 (Securities and Exchange Commission File No. 001-08598))
		*		(b)   Second Amendment to the Belo Pension Transition Supplement Restoration Plan, dated March 5, 2010 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2010 (Securities and Exchange Commission file No. 001-08598))
		~(7) *		Belo 2000 Executive Compensation Plan (Exhibit 4.15 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 4, 2000 (Securities and Exchange Commission File No. 333-43056))
		*		(a)   First Amendment to Belo 2000 Executive Compensation Plan effective as of December 31, 2000 (Exhibit 10.2(6)(a) to the Company’s Annual Report on Form 10-K dated March 12, 2003 (Securities and Exchange Commission File No. 001-08598 (the “2002 Form 10-K”))
		*		(b)   Second Amendment to Belo 2000 Executive Compensation Plan dated December 5, 2002 (Exhibit 10.2(6)(b) to the 2002 Form 10-K)
		*		(c)   Third Amendment to Belo 2000 Executive Compensation Plan dated December 5, 2003 (Exhibit 10.2(6)(c) to the 2003 Form 10-K)
		*		(d)   Form of Belo Executive Compensation Plan Award Notification for Employee Awards (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2011 (Securities and Exchange Commission File No. 001-08598))
		~(8) *		Belo Amended and Restated 2004 Executive Compensation Plan (Exhibit 10.2(8) to the Company’s Annual Report on Form 10-K dated March 12, 2010 (Securities and Exchange Commission File No. 001-08598)(the “2009 Form 10-K”))
		*		(a)   Form of Belo 2004 Executive Compensation Plan Award Notification for Executive Time-Based Restricted Stock Unit Awards (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2006 (Securities and Exchange Commission File No. 001-08598) (the “March 2, 2006 Form 8-K”))
		*		(b)   Form of Belo 2004 Executive Compensation Plan Award Notification for Employee Awards (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2011 (Securities and Exchange Commission file No. 001-08598))
		*		(c)   Form of Award Notification under the Belo 2004 Executive Compensation Plan for Non-Employee Director Awards (Exhibit 10.2 to the Company’s Current Report on

Exhibit
Number		Description
				Form 8-K filed with the Securities and Exchange Commission on December 12, 2005 (Securities and Exchange Commission File No. 001-08598))
		~(9)	*	Summary of Non-Employee Director Compensation (Exhibit 10.2(9) to the 2009 Form 10-K)
		~(10)	*	Belo Corp. Change In Control Severance Plan (Exhibit 10.2(10) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (Securities and Exchange Commission File No. 001-08598))
10.3		Agreements relating to the spin-off 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 as of 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. 001-08598))
		(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)
			*	(a)   Amendment to Employee Matters Agreement as set forth in the Pension Plan Transfer Agreement dated as of October 6, 2010 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2010 (Securities and Exchange Commission File No. 001-08598)(the “October 8, 2010 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)	*	Pension Plan Transfer Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of October 6, 2010 (Exhibit 10.1 to the October 8, 2010 Form 8-K)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		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

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.