Annual Reports

 
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  • 10-Q (Oct 31, 2013)
  • 10-Q (Jul 31, 2013)
  • 10-Q (Apr 26, 2013)
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  • 10-Q (Aug 9, 2012)
  • 10-Q (Apr 30, 2012)

 
8-K

 
Other

Belo 10-Q 2011

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32
  5. Ex-32
e10vq
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2011
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-8598
Belo Corp.
(Exact name of registrant as specified in its charter)
     
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 þ 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 July 31, 2011
Common Stock, $1.67 par value   103,679,804*
*   Consisting of 93,415,137 shares of Series A Common Stock and 10,264,667 shares of Series B Common Stock.
 
 

 


 

BELO CORP.
FORM 10-Q
TABLE OF CONTENTS
         
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 EX-31.1
 EX-31.2
 EX-32
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

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PART I.
Item 1.   Financial Statements
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Belo Corp. and Subsidiaries
                                 
    Three months ended   Six months ended
    June 30,   June 30,
In thousands, except per share amounts (unaudited)   2011   2010   2011   2010
 
Net Operating Revenues
  $ 166,379     $ 162,982     $ 317,849     $ 317,314  
 
                               
Operating Costs and Expenses
                               
Station salaries, wages and employee benefits
    54,525       51,911       108,361       103,135  
Station programming and other operating costs
    52,565       47,015       102,761       92,646  
Corporate operating costs
    6,692       7,855       12,991       17,464  
Pension settlement charge and contribution reimbursements
          (4,200 )     20,466       (8,272 )
Depreciation
    7,707       8,770       15,631       18,013  
 
 
Total operating costs and expenses
    121,489       111,351       260,210       222,986  
 
 
                               
Earnings from operations
    44,890       51,631       57,639       94,328  
 
                               
Other Income and (Expense)
                               
Interest expense
    (18,050 )     (19,815 )     (36,033 )     (39,703 )
Other income, net
    649       375       829       108  
 
 
                               
Total other income and (expense)
    (17,401 )     (19,440 )     (35,204 )     (39,595 )
 
                               
Earnings before income taxes
    27,489       32,191       22,435       54,733  
Income taxes
    9,402       12,666       8,662       21,666  
 
 
                               
Net earnings
  $ 18,087     $ 19,525     $ 13,773     $ 33,067  
 
 
                               
Earnings Per Share
                               
Basic
  $ 0.17     $ 0.19     $ 0.13     $ 0.32  
Diluted
  $ 0.17     $ 0.19     $ 0.13     $ 0.31  
 
                               
Weighted Average Shares Outstanding
                               
Basic
    103,626       103,027       103,515       102,919  
Diluted
    104,022       103,456       103,917       103,342  
 
                               
Dividends declared per share
  $ 0.05     $     $ 0.05     $  
See accompanying Notes to Consolidated Condensed Financial Statements.

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CONSOLIDATED CONDENSED BALANCE SHEETS
Belo Corp. and Subsidiaries
                 
In thousands, except share and per share amounts   June 30,   December 31,
(unaudited)   2011   2010
 
Assets
               
 
               
Current assets:
               
Cash and temporary cash investments
  $ 16,061     $ 8,309  
Accounts receivable, net
    141,271       144,992  
Income tax receivable
    32,692       37,921  
Other current assets
    21,022       19,574  
 
Total current assets
    211,046       210,796  
 
               
Property, plant and equipment, net
    149,638       164,439  
Intangible assets, net
    725,399       725,399  
Goodwill
    423,873       423,873  
Other assets
    63,795       65,883  
 
 
               
Total assets
  $ 1,573,751     $ 1,590,390  
 
 
               
Liabilities and Shareholders’ Equity
               
 
               
Current liabilities:
               
Accounts payable
  $ 18,449     $ 20,744  
Accrued expenses
    38,250       52,274  
Short-term pension obligation
    15,095       36,571  
Accrued interest payable
    10,578       10,405  
Income taxes payable
    5,182       13,701  
Dividends payable
    5,178        
Deferred revenue
    2,780       3,505  
 
Total current liabilities
    95,512       137,200  
 
               
Long-term debt
    886,553       897,111  
Deferred income taxes
    250,675       206,765  
Pension obligation
    56,939       155,510  
Other liabilities
    17,167       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 93,412,167 shares at June 30, 2011 and 92,916,960 shares at December 31, 2010
    155,998       155,172  
Series B: Issued 10,264,667 shares at June 30, 2011 and 10,272,679 shares at December 31, 2010
    17,142       17,155  
Additional paid-in capital
    916,648       915,014  
Accumulated deficit
    (765,382 )     (773,976 )
Accumulated other comprehensive loss
    (57,501 )     (142,723 )
 
 
Total shareholders’ equity
    266,905       170,642  
 
 
Total liabilities and shareholders’ equity
  $ 1,573,751     $ 1,590,390  
 
See accompanying Notes to Consolidated Condensed Financial Statements.

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Belo Corp. and Subsidiaries
                 
    Six months ended June 30,
In thousands (unaudited)   2011   2010
 
Operations
               
Net earnings
  $ 13,773     $ 33,067  
Adjustments to reconcile net earnings to net cash provided by operations:
               
Depreciation
    15,631       18,013  
Pension settlement charge
    28,699        
Pension contributions
    (19,557 )     (13,787 )
Deferred income taxes
    (1,540 )     13,458  
Employee retirement expense
    1,810       2,516  
Share-based compensation
    1,435       1,281  
Other non-cash items
    554       (6,238 )
Equity (income) loss from partnerships
    (750 )     (191 )
Other, net
    (844 )     (1,983 )
Net change in operating assets and liabilities:
               
Accounts receivable
    3,109       2,984  
Other current assets
    (2,225 )     7,401  
Accounts payable
    (4,139 )     (6,481 )
Accrued expenses
    (13,942 )     4,569  
Accrued interest payable
    174       395  
Income taxes payable
    (3,290 )     (7,546 )
 
Net cash provided by operations
    18,898       47,458  
 
 
               
Investments
               
Capital expenditures
    (6,741 )     (6,467 )
Proceeds from disposition of real estate
    5,919        
Other investments, net
    459       23  
 
Net cash used for investments
    (363 )     (6,444 )
 
 
               
Financing
               
Net proceeds from revolving debt
    32,000       38,000  
Payments on revolving debt
    (43,000 )     (77,000 )
Net proceeds from exercise of stock options
    103       33  
Excess tax benefit from option exercises
    114       36  
 
Net cash used for financing
    (10,783 )     (38,931 )
 
 
               
Net increase in cash and temporary cash investments
    7,752       2,083  
Cash and temporary cash investments at beginning of period
    8,309       4,800  
 
Cash and temporary cash investments at end of period
  $ 16,061     $ 6,883  
 
See accompanying Notes to Consolidated Condensed Financial Statements.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Belo Corp. and Subsidiaries
(in thousands, except per share amounts)
Business Organization, Consolidation and Significant Accounting Policies
(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 and six month periods ended June 30, 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.
Related Party Transactions
(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.
Earning Per Share
(3)   The following table sets forth the reconciliation between weighted average shares used for calculating basic and diluted earnings per share for the three and six months ended June 30, 2011 and 2010.
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2011     2010     2011     2010  
 
Income (Numerator)
                               
Net earnings
  $ 18,087     $ 19,525     $ 13,773     $ 33,067  
Less: Income to participating securities
    (252 )     (303 )     (171 )     (522 )
 
Income available to common stockholders
  $ 17,835     $ 19,222     $ 13,602     $ 32,545  
 
 
                               
Shares (Denominator)
                               
Weighted average shares outstanding (basic)
    103,626       103,027       103,515       102,919  
Dilutive effect of employee stock options
    396       429       402       423  
Dilutive effect of restricted stock units (RSUs)
                       
 
Adjusted weighted average shares outstanding
    104,022       103,456       103,917       103,342  
 
Earnings per share:
                               
Basic
  $ 0.17     $ 0.19     $ 0.13     $ 0.32  
Diluted
  $ 0.17     $ 0.19     $ 0.13     $ 0.31  
 

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    For the three months ended June 30, 2011, the Company excluded common stock options for 8,801,360 shares and 612,644 restricted stock units (RSUs) because to include them would be anti-dilutive. For the six months ended June 30, 2011, the Company excluded options for 8,803,614 shares and 568,999 RSUs because to include them would be anti-dilutive. For the three months ended June 30, 2010, the Company excluded options for 10,605,692 shares and 354,081 RSUs because to include them would be anti-dilutive. For the six months ended June 30, 2010, the Company excluded options for 10,614,847 shares and 378,823 RSUs because to include them would be anti-dilutive.
Long Term Debt
(4)   At June 30, 2011, Belo had $886,553 in fixed-rate debt securities as follows: $175,685 of 63/4% Senior Notes due 2013; $270,868 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 June 30, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of June 30, 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 total 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 June 30, 2011, the Company’s leverage ratio was 3.7, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At June 30, 2011, the Company was in compliance with all debt covenants.
    At June 30, 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 $188,416, $301,813, $181,000, and $214,800, 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).
Schedule of Condensed Financial Statements
(5)   In November 2009, the Company issued Senior Notes that 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.

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Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2011
(in thousands)(unaudited)
                                 
            Guarantor        
    Parent   Subsidiaries   Eliminations   Total
 
Net Operating Revenues
  $     $ 166,379     $     $ 166,379  
 
                               
Operating Costs and Expenses
                               
Station salaries, wages and employee benefits
          54,525             54,525  
Station programming and other operating costs
          52,565             52,565  
Corporate operating costs
    5,862       830             6,692  
Pension settlement charge and contribution reimbursements
                       
Depreciation
    317       7,390             7,707  
 
Total operating costs and expenses
    6,179       115,310             121,489  
 
Earnings (loss) from operations
    (6,179 )     51,069             44,890  
 
Other Income and (Expense)
                               
Interest expense
    (18,028 )     (22 )           (18,050 )
Intercompany interest
    1,114       (1,114 )            
Other income (expense), net
    (26 )     675             649  
 
Total other income and (expense)
    (16,940 )     (461 )           (17,401 )
 
Earnings (loss) before income taxes
    (23,119 )     50,608             27,489  
 
Income tax benefit (expense)
    20,016       (29,418 )           (9,402 )
Equity in earnings of subsidiaries
    21,190             (21,190 )      
 
Net earnings
  $ 18,087     $ 21,190     $ (21,190 )   $ 18,087  
 
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2010
(in thousands)(unaudited)
                                 
            Guarantor        
    Parent   Subsidiaries   Eliminations   Total
 
Net Operating Revenues
  $     $ 162,982     $     $ 162,982  
 
                               
Operating Costs and Expenses
                               
Station salaries, wages and employee benefits
          51,911             51,911  
Station programming and other operating costs
          47,015             47,015  
Corporate operating costs
    6,700       1,155             7,855  
Pension contribution reimbursement
    (4,200 )                 (4,200 )
Depreciation
    460       8,310             8,770  
 
Total operating costs and expenses
    2,960       108,391             111,351  
 
Earnings (loss) from operations
    (2,960 )     54,591             51,631  
 
Other Income and (Expense)
                               
Interest expense
    (19,785 )     (30 )           (19,815 )
Intercompany interest
    1,703       (1,703 )            
Other income (expense), net
    (47 )     422             375  
 
Total other income and (expense)
    (18,129 )     (1,311 )           (19,440 )
 
Earnings (loss) before income taxes
    (21,089 )     53,280             32,191  
 
Income tax benefit (expense)
    16,185       (28,851 )           (12,666 )
Equity in earnings of subsidiaries
    24,429             (24,429 )      
 
Net earnings
  $ 19,525     $ 24,429     $ (24,429 )   $ 19,525  
 

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Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2011
(in thousands)(unaudited)
                                 
            Guarantor        
    Parent   Subsidiaries   Eliminations   Total
 
Net Operating Revenues
  $     $ 317,849     $     $ 317,849  
 
                               
Operating Costs and Expenses
                               
Station salaries, wages and employee benefits
          108,361             108,361  
Station programming and other operating costs
          102,761             102,761  
Corporate operating costs
    11,566       1,425             12,991  
Pension settlement charges and contribution reimbursements
    20,466                   20,466  
Depreciation
    623       15,008             15,631  
 
Total operating costs and expenses
    32,655       227,555             260,210  
 
Earnings (loss) from operations
    (32,655 )     90,294             57,639  
 
Other Income and (Expense)
                               
Interest expense
    (35,986 )     (47 )           (36,033 )
Intercompany interest
    2,798       (2,798 )            
Other income (expense), net
    (65 )     894             829  
 
Total other income and (expense)
    (33,253 )     (1,951 )           (35,204 )
 
Earnings (loss) before income taxes
    (65,908 )     88,343             22,435  
 
Income tax benefit (expense)
    26,526       (35,188 )           (8,662 )
Equity in earnings of subsidiaries
    53,155             (53,155 )      
 
Net earnings
  $ 13,773     $ 53,155     $ (53,155 )   $ 13,773  
 
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2010
(in thousands)(unaudited)
                                 
            Guarantor        
    Parent   Subsidiaries   Eliminations   Total
 
Net Operating Revenues
  $     $ 317,314     $     $ 317,314  
 
                               
Operating Costs and Expenses
                               
Station salaries, wages and employee benefits
          103,135             103,135  
Station programming and other operating costs
          92,646             92,646  
Corporate operating costs
    15,484       1,980             17,464  
Pension contribution reimbursement
    (8,272 )                 (8,272 )
Depreciation
    1,071       16,942             18,013  
 
Total operating costs and expenses
    8,283       214,703             222,986  
 
Earnings (loss) from operations
    (8,283 )     102,611             94,328  
 
Other Income and (Expense) Interest expense
    (39,640 )     (63 )           (39,703 )
Intercompany interest
    3,406       (3,406 )            
Other income (expense), net
    (214 )     322             108  
 
Total other income and (expense)
    (36,448 )     (3,147 )           (39,595 )
 
Earnings (loss) before income taxes
    (44,731 )     99,464             54,733  
 
Income tax benefit (expense)
    26,305       (47,971 )           (21,666 )
Equity in earnings of subsidiaries
    51,493             (51,493 )      
 
Net earnings
  $ 33,067     $ 51,493     $ (51,493 )   $ 33,067  
 

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Condensed Consolidating Balance Sheet
As of June 30, 2011
(in thousands)
                                 
            Guarantor        
    Parent   Subsidiaries   Eliminations   Total
 
Assets
                               
 
                               
Current assets:
                               
Cash and temporary cash investments
  $ 14,601     $ 1,460     $     $ 16,061  
Accounts receivable, net
    104       141,167             141,271  
Income tax receivable
    32,692                   32,692  
Other current assets
    6,235       14,787             21,022  
 
Total current assets
    53,632       157,414             211,046  
 
Property, plant and equipment, net
    3,455       146,183             149,638  
Intangible assets, net
          725,399             725,399  
Goodwill, net
          423,873             423,873  
Deferred income taxes
    32,587             (32,587 )      
Intercompany receivable
    165,304             (165,304 )      
Investment in subsidiaries
    979,936             (979,936 )      
Other assets
    40,206       23,589             63,795  
 
Total assets
  $ 1,275,120     $ 1,476,458     $ (1,177,827 )   $ 1,573,751  
 
 
                               
Liabilities and Shareholders’ Equity
                               
 
                               
Current liabilities:
                               
Accounts payable
  $ 9,748     $ 8,701     $     $ 18,449  
Accrued expenses
    11,930       26,320             38,250  
Short-term pension obligation
    15,095                   15,095  
Accrued interest payable
    10,578                   10,578  
Income taxes payable
    5,182                   5,182  
Dividends payable
    5,178                   5,178  
Deferred revenue
          2,780             2,780  
 
Total current liabilities
    57,711       37,801             95,512  
 
Long-term debt
    886,553                   886,553  
Deferred income taxes
          283,262       (32,587 )     250,675  
Pension obligation
    56,939                   56,939  
Intercompany payable
          165,304       (165,304 )      
Other liabilities
    7,012       10,155             17,167  
Total shareholders’ equity
    266,905       979,936       (979,936 )     266,905  
 
Total liabilities and shareholders’ equity
  $ 1,275,120     $ 1,476,458       (1,177,827 )   $ 1,573,751  
 

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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, net
          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  
 

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Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2011
(in thousands)(unaudited)
                         
            Guarantor    
    Parent   Subsidiaries   Total
 
Operations
                       
Net cash provided by (used for) operations
  $ (31,426 )   $ 50,324     $ 18,898  
 
Investments
                       
Capital expenditures
    (1,476 )     (5,265 )     (6,741 )
Proceeds from disposition of real estate
          5,919       5,919  
Other investments, net
    (159 )     618       459  
 
Net cash provided by (used for) investments
    (1,635 )     1,272       (363 )
 
Financing
                       
Net proceeds from revolving debt
    32,000             32,000  
Payments on revolving debt
    (43,000 )           (43,000 )
Net proceeds from exercise of stock options
    103             103  
Excess tax benefit from option exercises
    114             114  
Intercompany activity
    53,155       (53,155 )      
 
Net cash provided by (used for) financing activities
    42,372       (53,155 )     (10,783 )
 
Net increase (decrease) in cash and temporary cash investments
    9,311       (1,559 )     7,752  
Cash and temporary cash investments at beginning of period
    5,290       3,019       8,309  
 
Cash and temporary cash investments at end of period
  $ 14,601     $ 1,460     $ 16,061  
 
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2010
(in thousands)(unaudited)
                         
            Guarantor    
    Parent   Subsidiaries   Total
 
Operations
                       
Net cash provided by (used for) operations
  $ (77,043 )   $ 124,501     $ 47,458  
 
Investments
                       
Capital expenditures
    (474 )     (5,993 )     (6,467 )
Other, net
          23       23  
 
Net cash used for investments
    (474 )     (5,970 )     (6,444 )
 
Financing
                       
Net proceeds from revolving debt
    38,000             38,000  
Payments on revolving debt
    (77,000 )           (77,000 )
Net proceeds from exercise of stock options
    33             33  
Excess tax benefit from option exercises
    36             36  
Intercompany activity
    118,149       (118,149 )      
 
Net cash provided by (used for) financing activities
    79,218       (118,149 )     (38,931 )
 
Net increase in cash and temporary cash investments
    1,701       382       2,083  
Cash and temporary cash investments at beginning of period
    3,646       1,154       4,800  
 
Cash and temporary cash investments at end of period
  $ 5,347     $ 1,536     $ 6,883  
 
Long-Term Incentive Plan
(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 $1,291 and $3,722, for the three and six months ended June 30, 2011. Share-based compensation cost for awards to Belo’s employees and non-employee directors was $667 and $3,599 for the three and six months ended June 30, 2010.

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Defined Benefit Pension and Other Post Retirement Plans
(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. As of June 30, 2011, the remaining unfunded liability pertaining to Belo’s current and former employees was $72,034.
For Belo, the January 1, 2011, 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, all of which 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 was recorded as a non-cash settlement gain, and recognition of actuarial losses of $129,665 previously recognized in accumulated other comprehensive loss, which was 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 split transactions was a net charge before taxes of $20,466. Additionally, the Company’s 2011 effective tax rate reflects the effect of deferred tax adjustments of $7,143 in pension settlement items.
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 six months ended June 30, 2011, the Company made contributions totaling $19,557 to the Pension Plan related to the 2010 and 2011 plan years and A. H. Belo reimbursed the Company $8,233 related to contributions for the 2010 plan year. A. H. Belo has no further obligation to reimburse the Company for any contributions after the 2010 plan year. During the second half of 2011, the Company expects to make contributions of approximately $7,600 to the Pension Plan for the 2011 plan year. 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 and six months ended June 30, 2010, the Company made contributions totaling $7,000 and $13,787 to the Pension Plan related to the 2010 plan year and A. H. Belo reimbursed the Company $4,200 and $8,272, respectively.
Net periodic pension cost includes the following components for the three and six months ended June 30, 2011, subsequent to the Pension Plan split, and for the three and six months ended June 30, 2010, prior to the Pension Plan split when the Company was the sole plan sponsor:
                                 
    Three months ended   Six months ended
    June 30,   June 30,
    2011   2010   2011   2010
 
Interest cost on projected benefit obligation
  $ 3,415     $ 8,163     $ 6,830     $ 16,326  
Expected return on assets
    (3,018 )     (7,945 )     (6,037 )     (15,890 )
Amortization of net loss
    680       1,099       1,360       2,198  
 
Net periodic pension cost before settlement charge
    1,077       1,317       2,153       2,634  
Settlement charge
                28,699        
 
Net periodic pension cost
  $ 1,077     $ 1,317     $ 30,852     $ 2,634  
 
Income Taxes
(8)   The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In July 2011, the Company received satisfactory resolution of a pending tax matter which

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  will result in a reduction in tax expense of approximately $2,400 in the third quarter of 2011. The full year 2011 effective tax rate is now expected to be approximately 36 percent.
Commitment and Contingencies
(9)   In addition to the proceeding described 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. On July 15, 2011, the plaintiffs appealed the decision to the United States Court of Appeals for the Fifth Circuit. 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 relationships with viewers, readers, advertisers and online users and have guided Belo’s success.

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The following table sets forth the Company’s major media assets as of June 30, 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 for the three and six months ended June 30, 2011, as compared to the three and six months ended June 30, 2010, is provided below.

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Results of Operations
(Dollars in thousands)
                                                 
    Three months ended June 30,   Six months ended June 30,
    Percentage   Percentage
    2011   Change   2010   2011   Change   2010
 
Net operating revenues
  $ 166,379       2.1 %   $ 162,982     $ 317,849       0.2 %   $ 317,314  
Pension settlement charge and contribution reimbursements
        NM     (4,200 )     20,466     NM     (8,272 )
Other operating costs and expenses
    121,489       5.1 %     115,551       239,744       3.7 %     231,258  
 
Total operating costs and expenses
    121,489       9.1 %     111,351       260,210       16.7 %     222,986  
 
Earnings from operations
    44,890       (13.1 %)     51,631       57,639       (38.9 %)     94,328  
Other income (expense)
    (17,401 )     (10.5 %)     (19,440 )     (35,204 )     (11.1 %)     (39,595 )
 
Earnings from operations before income taxes
    27,489       (14.6 %)     32,191       22,435       (59.0 %)     54,733  
Income tax expense
    (9,402 )     (25.8 %)     (12,666 )     (8,662 )     (60.0 %)     (21,666 )
 
Net earnings
  $ 18,087       (7.4 %)   $ 19,525     $ 13,773       (58.3 %)   $ 33,067  
 
NM is not meaningful
Net Operating Revenues
                                                 
    Three months ended June 30,     Six months ended June 30,  
    Percentage     Percentage  
    2011     Change     2010     2011     Change     2010  
Spot advertising revenue
  $ 137,039       1.4 %   $ 135,199     $ 259,820       (1.4 %)   $ 263,403  
Other
    29,340       5.6 %     27,783       58,029       7.6 %     53,911  
 
                                       
Net operating revenues
  $ 166,379       2.1 %   $ 162,982     $ 317,849       0.2 %   $ 317,314  
 
                                       
Spot advertising revenue increased $1,840, or 1.4 percent, in the three months ended June 30, 2011, as compared to the three months ended June 30, 2010. This increase is primarily due to increases in the healthcare, retail and telecommunications categories, partially offset by a decrease in the automotive category and a $1,356 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. Other revenue increased primarily due to a 22.6 percent increase in retransmission revenue and a 17.6 percent increase in Internet revenue, partially offset by a decline in network compensation.
Spot advertising revenue decreased $3,583, or 1.4 percent, in the six months ended June 30, 2011, as compared to the six months ended June 30, 2010. This decrease is primarily due to a $7,244 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 combined local and national spot revenues of $3,661, or 1.4 percent, versus the prior year. Increases in the healthcare, retail, telecommunications and consumer services categories were partially offset by decreases in the financial services, grocery and automotive categories. Other revenue increased due to a 23.7 percent increase in retransmission revenue and a 18.7 percent increase in Internet revenue, partially offset by a decline in network compensation.
Operating Costs and Expenses
Station salaries, wages and employee benefits increased $2,614, or 5.0 percent, in the three months ended June 30, 2011, compared to the three months ended June 30, 2010, primarily due to increases in salary expense of $1,319, partial reinstatement of the Company’s employer match for the Belo Savings Plan (401(k) plan) of $612 and higher pension expense of $538. Station programming and other operating costs increased $5,550, or 11.8 percent, in the three months ended June 30, 2011, compared to the three months ended June 30, 2010, primarily due to a non-cash expense reduction in 2010 of $3,125, 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

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equipment in exchange for stations vacating the analog spectrum earlier than required. Two Belo markets converted to this digital equipment in the second quarter of 2010. Additionally, technology costs increased $1,170, programming expense increased $783 and advertising and promotion expenses increased $426.
Station salaries, wages and employee benefits increased $5,226, or 5.1 percent, in the six months ended June 30, 2011, compared to the six months ended June 30, 2010, primarily due to increases in salary expense of $2,466, partial reinstatement of the Company’s employer match for the Belo Savings Plan (401(k) plan) of $1,279 and higher pension expense of $1,075. Station programming and other operating costs decreased $10,115, or 10.9 percent, primarily related to the non-cash expense reduction in 2010 of $7,019, relating to the 2005 FCC decision discussed above. Six Belo markets converted to this digital equipment in the first half of 2010. Additionally, technology costs increased $2,064, programming expense increased $1,379 and advertising and promotion expense increased $684.
Corporate operating costs decreased $1,163, or 14.8 percent, in the three months ended June 30, 2011, compared to the three months ended June 30, 2010, primarily related to a decrease in pension expense of $778 related to the pension split, a decrease in technology costs of $452 and a decrease in accrued bonus expense of $418. Corporate operating costs decreased $4,473, or 25.6 percent, in the six months ended June 30, 2011, compared to the six months ended June 30, 2010, primarily related to a decrease in technology costs of $1,557, a decrease in pension expense of $1,556 related to the pension split and a decrease in accrued bonus expense of $1,265.
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.
For Belo, the January 1, 2011, 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, all of which 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 was recorded as a non-cash settlement gain, and recognition of $129,665 in actuarial losses previously recognized in accumulated other comprehensive loss, which was 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 split settlement transactions in 2011 was a net charge before taxes of $20,466.
Other Income and (Expense)
Interest expense decreased $1,765 and $3,670 in the three and six months ended June 30, 2011, respectively, due primarily to decreased interest costs associated with lower variable rate debt balances in the three and six months ended June 30, 2011 versus the same periods in 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 $3,264, for the three months ended June 30, 2011, compared with the three months ended June 30, 2010, primarily due to lower pretax earnings and the settlement of certain tax matters in the second quarter of 2011. Income taxes decreased $13,004, for the six months ended June 30, 2011, compared with the six months ended June 30, 2010, primarily due to the $7,143 tax benefit related to deferred tax adjustments for the pension settlement charge and lower pretax earnings.

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Station Adjusted EBITDA
                                                 
    Three months ended June 30,   Six months ended June 30,
    Percentage   Percentage
    2011   Change   2010   2011   Change   2010
 
Station Adjusted EBITDA
  $ 59,289       (7.4 %)     64,056       106,727       (12.2 %)     121,533  
Corporate operating costs and expenses
    (6,692 )     (14.8 %)     (7,855 )     (12,991 )     (25.6 %)     (17,464 )
Depreciation
    (7,707 )     (12.1 %)     (8,770 )     (15,631 )     (13.2 %)     (18,013 )
Pension settlement charge and contribution reimbursements
        NM     4,200       (20,466 )   NM     8,272  
 
Earnings from operations
  $ 44,890       (13.1 %)   $ 51,631     $ 57,639       (38.9 %)   $ 94,328  
 
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 June 30, 2011, Station Adjusted EBITDA decreased $4,767, or 7.4 percent, compared with the three months ended June 30, 2010. For the six months ended June 30, 2011, Station Adjusted EBITDA decreased $14,806, or 12.2 percent, compared with the six months ended June 30, 2010. These decreases were 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 $18,898 in the six months ended June 30, 2011, compared with $47,458 in the six months ended June 30, 2010. The 2011 operating cash flows were primarily provided by net earnings adjusted for non-cash and pension-related items, pension contributions and routine changes in working capital. The 2010 operating cash flows were primarily provided by net earnings adjusted for non-cash items, pension contributions 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 $19,557 in contributions to its Pension Plan for the 2010 and 2011 plan years during the six months ended June 30, 2011, and expects to make contributions of approximately $7,600 to its Pension Plan during the second half of 2011 related to the 2011 plan year. 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 related to the 2010 plan year. Such reimbursements totaled $8,233 and $8,272 during the six months ended June 30, 2011 and 2010, respectively.
Investing Cash Flows
Net cash flows used for investing activities were $363 in the six months ended June 30, 2011, compared to $6,444 in the six months ended June 30, 2010. The 2011 investing cash flows were primarily used for capital expenditures, mostly offset by proceeds from the sale of certain real estate. The 2010 investing cash flows were primarily used for capital expenditures.

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Property Transaction
In June 2011, the Company received $5,919 in proceeds from the sale of real estate it had purchased in 2005 for potential construction and recorded an immaterial gain on the sale.
Capital Expenditures
Total capital expenditures were $6,741 in the first six months of 2011 compared with $6,467 in the first six months of 2010.
Financing Cash Flows
Net cash flows used for financing activities were $10,783 in the six months ended June 30, 2011 compared with $38,931 in the six months ended June 30, 2010. The financing activity cash flows consisted primarily of borrowings and repayments under the Company’s revolving credit facility.
Long-Term Debt
At June 30, 2011, Belo had $886,553 in fixed-rate debt securities as follows: $175,685 of 63/4% Senior Notes due 2013; $270,868 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 June 30, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of June 30, 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 total 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 June 30, 2011, the Company’s leverage ratio was 3.7, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At June 30, 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 June 30, 2011, under this authority was 13,030,716 shares. During the first half of 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.

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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 June 30, 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 proceeding described 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. On July 15, 2011, the plaintiffs appealed the

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decision to the United States Court of Appeals for the Fifth Circuit. 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. Exhibits marked with an infinity symbol (∞) are XBRL documents. The financial information contained in these XBRL documents is unaudited. The information in these exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall they be deemed incorporated by reference to any disclosure document except to the extent expressly set forth by specific reference in such filing.
     
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”))
 
   
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)

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Exhibit
Number
            Description
 
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”))
 
   
3.11 *
  Amendment No. 1 to the Bylaws of Belo Corp. (As amended and restated 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 July 29, 2011 (Securities and Exchange Commission file No 001-08598))
 
   
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”))
 
       
 
 
*
 
(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)

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Exhibit
Number
            Description
 
 
  (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)
 
       
 
  (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))

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Exhibit
Number
            Description
 
~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”))
 
       
 
  *  
(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

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Table of Contents

         
Exhibit
Number
            Description
 
 
  *  
(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 10.2(6)(c) to the 2005 Form 10-K)
 
       
~(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 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:

24


Table of Contents

         
Exhibit
Number
            Description
 
 
  (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
       
 
  32.1    
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
     
∞101.INS
  XBRL Instance Document
 
   
∞101.SCH
  XBRL Taxonomy Extension Schema Document
 
   
∞101.CAL
  XBRL Taxonomy Extension Calculation Linkbase Document
 
   
∞101.DEF
  XBRL Taxonomy Extension Definition Linkbase Document
 
   
∞101.LAB
  XBRL Taxonomy Extension Labels Linkbase Document
 
   
∞101.PRE
  XBRL Taxonomy Extension Presentation Linkbase Document

25


Table of Contents

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.
         
  BELO CORP.
 
 
August 4, 2011  By:   /s/ Carey P. Hendrickson    
    Carey P. Hendrickson   
    Senior Vice President/Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) 
 
 

26

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