10-Q

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: September 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	75-0135890
(State or other jurisdiction of incorporation or organization)	(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

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 October 31, 2011
Common Stock, $1.67 par value	103,683,791*

*     Consisting of 93,650,523 shares of Series A Common Stock and 10,033,268 shares of Series B Common Stock.

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		13
Item 3. Quantitative and Qualitative Disclosures about Market Risk		19
Item 4. Controls and Procedures		19
PART II OTHER INFORMATION
Item 1. Legal Proceedings		19
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		20
Item 4. Removed and Reserved		20
Item 5. Other Information		20
Item 6. Exhibits		20
Signatures		26
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

1

PART I.

Item 1. Financial Statements

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Belo Corp. and Subsidiaries

	Three months ended						Nine months ended
	September 30,						September 30,
In thousands, except per share amounts (unaudited)	2011			2010			2011			2010
Net Operating Revenues	$	151,999		$	163,853		$	469,848		$	481,167
Operating Costs and Expenses
Station salaries, wages and employee benefits		52,467			53,273			160,828			156,408
Station programming and other operating costs		51,788			51,573			154,549			144,219
Corporate operating costs		5,112			8,738			18,103			26,202
Pension settlement charge and contribution reimbursements		—			(300	)		20,466			(8,572	)
Depreciation		7,614			8,449			23,245			26,462
Total operating costs and expenses		116,981			121,733			377,191			344,719
Earnings from operations		35,018			42,120			92,657			136,448
Other Income and (Expense)
Interest expense		(17,771	)		(20,037	)		(53,804	)		(59,740	)
Other income, net		986			21			1,815			129
Total other income and (expense)		(16,785	)		(20,016	)		(51,989	)		(59,611	)
Earnings before income taxes		18,233			22,104			40,668			76,837
Income taxes		4,520			8,159			13,182			29,825
Net earnings	$	13,713		$	13,945		$	27,486		$	47,012
Earnings Per Share
Basic	$	0.13		$	0.13		$	0.26		$	0.45
Diluted	$	0.13		$	0.13		$	0.26		$	0.45
Weighted Average Shares Outstanding
Basic		103,681			103,107			103,570			102,982
Diluted		104,039			103,502			103,959			103,397
Dividends declared per share	$	0.05		$	—		$	0.10		$	—

See accompanying Notes to Consolidated Condensed Financial Statements.

2

CONSOLIDATED CONDENSED BALANCE SHEETS
Belo Corp. and Subsidiaries

In thousands, except share and per share amounts	September 30,			December 31,
(unaudited)	2011			2010
Assets
Current assets:
Cash and temporary cash investments	$	45,422		$	8,309
Accounts receivable, net		130,272			144,992
Income tax receivable		32,812			37,921
Other current assets		18,669			19,574
Total current assets		227,175			210,796
Property, plant and equipment, net		145,295			164,439
Intangible assets, net		725,399			725,399
Goodwill		423,873			423,873
Other assets		65,597			65,883
Total assets	$	1,587,339		$	1,590,390
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	15,280		$	20,744
Accrued expenses		36,331			52,274
Short-term pension obligation		17,830			36,571
Accrued interest payable		18,372			10,405
Income taxes payable		3,471			13,701
Dividends payable		5,184			—
Deferred revenue		4,236			3,505
Total current liabilities		100,704			137,200
Long-term debt		886,778			897,111
Deferred income taxes		254,920			206,765
Pension obligation		51,581			155,510
Other liabilities		17,259			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 93,650,123 shares at September 30, 2011 and 92,916,960 shares at December 31, 2010		156,396			155,172
Series B: Issued 10,033,668 shares at September 30, 2011 and 10,272,679 shares at December 31, 2010		16,756			17,155
Additional paid-in capital		917,306			915,014
Accumulated deficit		(756,860	)		(773,976	)
Accumulated other comprehensive loss		(57,501	)		(142,723	)
Total shareholders’ equity		276,097			170,642
Total liabilities and shareholders’ equity	$	1,587,339		$	1,590,390

See accompanying Notes to Consolidated Condensed Financial Statements.

3

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Belo Corp. and Subsidiaries

	Nine months ended September 30,
In thousands (unaudited)	2011			2010
Operations
Net earnings	$	27,486		$	47,012
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation		23,245			26,462
Pension settlement charge		28,699			—
Pension contributions		(23,257	)		(14,287	)
Deferred income taxes		2,693			16,095
Employee retirement expense		2,866			3,861
Share-based compensation		1,472			2,097
Other non-cash items		1,261			(5,735	)
Equity income from partnerships		(1,451	)		(221	)
Other, net		(349	)		(2,227	)
Net change in operating assets and liabilities:
Accounts receivable		13,828			5,034
Other current assets		139			11,066
Accounts payable		(8,682	)		(5,842	)
Accrued expenses		(13,395	)		14,443
Accrued interest payable		7,967			8,601
Income taxes payable		(5,121	)		(8,668	)
Net cash provided by operations		57,401			97,691
Investments
Capital expenditures		(10,215	)		(10,614	)
Proceeds from disposition of real estate		5,919			—
Other investments, net		(29	)		(119	)
Net cash used for investments		(4,325	)		(10,733	)
Financing
Net proceeds from revolving debt		32,000			49,700
Payments on revolving debt		(43,000	)		(129,700	)
Dividends paid		(5,184	)		—
Net proceeds from exercise of stock options		106			33
Excess tax benefit from option exercises		115			36
Net cash used for financing		(15,963	)		(79,931	)
Net increase in cash and temporary cash investments		37,113			7,027
Cash and temporary cash investments at beginning of period		8,309			4,800
Cash and temporary cash investments at end of period	$	45,422		$	11,827

See accompanying Notes to Consolidated Condensed Financial Statements.

4

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 U.S. 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 U.S. 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 to be aggregated into one reporting segment.

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 nine month periods ended September 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.

(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 and nine months ended September 30, 2011 and 2010.

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Income (Numerator)
Net earnings	$	13,713		$	13,945		$	27,486		$	47,012
Less: Income to participating securities		(164	)		(201	)		(322	)		(720	)
Income available to common stockholders	$	13,549		$	13,744		$	27,164		$	46,292
Shares (Denominator)
Weighted average shares outstanding (basic)		103,681			103,107			103,570			102,982
Dilutive effect of employee stock options		358			395			389			415
Dilutive effect of restricted stock units (RSUs)		—			—			—			—
Adjusted weighted average shares outstanding		104,039			103,502			103,959			103,397
Earnings per share:
Basic	$	0.13		$	0.13		$	0.26		$	0.45
Diluted	$	0.13		$	0.13		$	0.26		$	0.45

5

In calculating diluted earnings per share (EPS) for the three and nine months ended September 30, 2011, the Company excluded common stock options for 8,794 shares and 8,775 shares, respectively, because to include them would be anti-dilutive. In calculating diluted EPS for the three and nine months ended September 30, 2010, the Company excluded options for 10,546 shares and 10,529 shares, respectively, because to include them would be anti-dilutive. Additionally, for the three and nine months ended September 30, 2011, the Company excluded from the calculation RSUs of 594 and 499, respectively, because they are participating securities. For the three and nine months ended September 30, 2010, the Company excluded from the calculation RSUs of 361 and 359, respectively, because they are participating securities.

(4) At September 30, 2011, Belo had $886,778 in fixed-rate debt securities as follows: $175,716 of 6³/4% Senior Notes due 2013; $271,062 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 September 30, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of September 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 September 30, 2011, the Company’s leverage ratio was 3.8, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At September 30, 2011, the Company was in compliance with all debt covenants.

At September 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 September 1, 2027, and 7¹/4% Senior Debentures due September 15, 2027, was estimated to be $181,203, $289,438, $168,000, and $196,800, respectively. The fair value is estimated using quoted market prices and yields obtained through independent pricing sources (Level 1 inputs).

(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.

6

Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2011
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Eliminations			Total
Net Operating Revenues	$	—		$	151,999		$	—		$	151,999
Operating Costs and Expenses
Station salaries, wages and employee benefits		—			52,467			—			52,467
Station programming and other operating costs		—			51,788			—			51,788
Corporate operating costs		4,190			922			—			5,112
Pension settlement charge and contribution reimbursements		—			—			—			—
Depreciation		340			7,274			—			7,614
Total operating costs and expenses		4,530			112,451			—			116,981
Earnings (loss) from operations		(4,530	)		39,548			—			35,018
Other Income and (Expense)
Interest expense		(17,753	)		(18	)		—			(17,771	)
Intercompany interest		833			(833	)		—			—
Other income (expense), net		(29	)		1,015			—			986
Total other income and (expense)		(16,949	)		164			—			(16,785	)
Earnings (loss) before income taxes		(21,479	)		39,712			—			18,233
Income tax benefit (expense)		2,976			(7,496	)		—			(4,520	)
Equity in earnings of subsidiaries		32,216			—			(32,216	)		—
Net earnings	$	13,713		$	32,216		$	(32,216	)	$	13,713

Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2010
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Eliminations			Total
Net Operating Revenues	$	—		$	163,853		$	—		$	163,853
Operating Costs and Expenses
Station salaries, wages and employee benefits		—			53,273			—			53,273
Station programming and other operating costs		—			51,573			—			51,573
Corporate operating costs		7,894			844			—			8,738
Pension contribution reimbursement		(300	)		—			—			(300	)
Depreciation		355			8,094			—			8,449
Total operating costs and expenses		7,949			113,784			—			121,733
Earnings (loss) from operations		(7,949	)		50,069			—			42,120
Other Income and (Expense)
Interest expense		(20,010	)		(27	)		—			(20,037	)
Intercompany interest		1,722			(1,722	)		—			—
Other income (expense), net		(124	)		145			—			21
Total other income and (expense)		(18,412	)		(1,604	)		—			(20,016	)
Earnings (loss) before income taxes		(26,361	)		48,465			—			22,104
Income tax benefit (expense)		3,281			(11,440	)		—			(8,159	)
Equity in earnings of subsidiaries		37,025			—			(37,025	)		—
Net earnings	$	13,945		$	37,025		$	(37,025	)	$	13,945

7

Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2011
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Eliminations			Total
Net Operating Revenues	$	—		$	469,848		$	—		$	469,848
Operating Costs and Expenses
Station salaries, wages and employee benefits		—			160,828			—			160,828
Station programming and other operating costs		—			154,549			—			154,549
Corporate operating costs		15,756			2,347			—			18,103
Pension settlement charges and contribution reimbursements		20,466			—			—			20,466
Depreciation		963			22,282			—			23,245
Total operating costs and expenses		37,185			340,006			—			377,191
Earnings (loss) from operations		(37,185	)		129,842			—			92,657
Other Income and (Expense)
Interest expense		(53,739	)		(65	)		—			(53,804	)
Intercompany interest		3,631			(3,631	)		—			—
Other income (expense), net		(94	)		1,909			—			1,815
Total other income and (expense)		(50,202	)		(1,787	)		—			(51,989	)
Earnings (loss) before income taxes		(87,387	)		128,055			—			40,668
Income tax benefit (expense)		29,502			(42,684	)		—			(13,182	)
Equity in earnings of subsidiaries		85,371			—			(85,371	)		—
Net earnings	$	27,486		$	85,371		$	(85,371	)	$	27,486

Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2010
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Eliminations			Total
Net Operating Revenues	$	—		$	481,167		$	—		$	481,167
Operating Costs and Expenses
Station salaries, wages and employee benefits		—			156,408			—			156,408
Station programming and other operating costs		—			144,219			—			144,219
Corporate operating costs		23,378			2,824			—			26,202
Pension contribution reimbursement		(8,572	)		—			—			(8,572	)
Depreciation		1,426			25,036			—			26,462
Total operating costs and expenses		16,232			328,487			—			344,719
Earnings (loss) from operations		(16,232	)		152,680			—			136,448
Other Income and (Expense)
Interest expense		(59,650	)		(90	)		—			(59,740	)
Intercompany interest		5,128			(5,128	)		—			—
Other income (expense), net		(338	)		467			—			129
Total other income and (expense)		(54,860	)		(4,751	)		—			(59,611	)
Earnings (loss) before income taxes		(71,092	)		147,929			—			76,837
Income tax benefit (expense)		29,586			(59,411	)		—			(29,825	)
Equity in earnings of subsidiaries		88,518			—			(88,518	)		—
Net earnings	$	47,012		$	88,518		$	(88,518	)	$	47,012

8

Condensed Consolidating Balance Sheet
As of September 30, 2011
(in thousands)

			Guarantor
	Parent		Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash and temporary cash investments	$	43,713	$	1,709	$	—		$	45,422
Accounts receivable, net		74		130,198		—			130,272
Income tax receivable		32,812		—		—			32,812
Other current assets		5,569		13,100		—			18,669
Total current assets		82,168		145,007		—			227,175
Property, plant and equipment, net		4,543		140,752		—			145,295
Intangible assets, net		—		725,399		—			725,399
Goodwill		—		423,873		—			423,873
Deferred income taxes		31,515		—		(31,515	)		—
Intercompany receivable		114,006		—		(114,006	)		—
Investment in subsidiaries		1,012,152		—		(1,012,152	)		—
Other assets		39,905		25,692		—			65,597
Total assets	$	1,284,289	$	1,460,723	$	(1,157,673	)	$	1,587,339
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	6,860	$	8,420	$	—		$	15,280
Accrued expenses		12,810		23,521		—			36,331
Short-term pension obligation		17,830		—		—			17,830
Accrued interest payable		18,372		—		—			18,372
Income taxes payable		3,471		—		—			3,471
Dividends payable		5,184		—		—			5,184
Deferred revenue		—		4,236		—			4,236
Total current liabilities		64,527		36,177		—			100,704
Long-term debt		886,778		—		—			886,778
Deferred income taxes		—		286,435		(31,515	)		254,920
Pension obligation		51,581		—		—			51,581
Intercompany payable		—		114,006		(114,006	)		—
Other liabilities		5,306		11,953		—			17,259
Total shareholders’ equity		276,097		1,012,152		(1,012,152	)		276,097
Total liabilities and shareholders’ equity	$	1,284,289	$	1,460,723	$	(1,157,673	)	$	1,587,339

9

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

10

Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2011
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Total
Operations
Net cash provided by (used for) operations	$	(27,270	)	$	84,671		$	57,401
Investments
Capital expenditures		(3,067	)		(7,148	)		(10,215	)
Proceeds from disposition of real estate		—			5,919			5,919
Other investments, net		(648	)		619			(29	)
Net cash used for investments		(3,715	)		(610	)		(4,325	)
Financing
Net proceeds from revolving debt		32,000			—			32,000
Payments on revolving debt		(43,000	)		—			(43,000	)
Dividends paid		(5,184	)		—			(5,184	)
Net proceeds from exercise of stock options		106			—			106
Excess tax benefit from option exercises		115			—			115
Intercompany activity		85,371			(85,371	)		—
Net cash provided by (used for) financing activities		69,408			(85,371	)		(15,963	)
Net increase (decrease) in cash and temporary cash investments		38,423			(1,310	)		37,113
Cash and temporary cash investments at beginning of period		5,290			3,019			8,309
Cash and temporary cash investments at end of period	$	43,713		$	1,709		$	45,422

Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2010
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Total
Operations
Net cash provided by (used for) operations	$	(80,145	)	$	177,836		$	97,691
Investments
Capital expenditures		(554	)		(10,060	)		(10,614	)
Other, net		—			(119	)		(119	)
Net cash used for investments		(554	)		(10,179	)		(10,733	)
Financing
Net proceeds from revolving debt		49,700			—			49,700
Payments on revolving debt		(129,700	)		—			(129,700	)
Net proceeds from exercise of stock options		33			—			33
Excess tax benefit from option exercises		36			—			36
Intercompany activity		167,184			(167,184	)		—
Net cash provided by (used for) financing activities		87,253			(167,184	)		(79,931	)
Net increase in cash and temporary cash investments		6,554			473			7,027
Cash and temporary cash investments at beginning of period		3,646			1,154			4,800
Cash and temporary cash investments at end of period	$	10,200		$	1,627		$	11,827

(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 $116 and $3,838 for the three and nine months ended September 30, 2011, respectively. Share-based compensation cost for

11

awards to Belo’s employees and non-employee directors was $1,023 and $4,622 for the three and nine months ended September 30, 2010, respectively.

(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 and managed by or on behalf of Belo. As of September 30, 2011, the remaining unfunded liability pertaining to Belo’s current and former employees was $69,411.

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 and $339,799 in Pension Plan liabilities to the new 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 nine months ended September 30, 2011, the Company made contributions totaling $23,257 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 fourth quarter of 2011, the Company expects to make contributions of approximately $3,900 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 nine months ended September 30, 2010, the Company made contributions totaling $500 and $14,287, respectively, to the Pension Plan related to the 2010 plan year and A. H. Belo reimbursed the Company $300 and $8,572, respectively.

Net periodic pension cost includes the following components for the three and nine months ended September 30, 2011, subsequent to the Pension Plan split, and for the three and nine months ended September 30, 2010, prior to the Pension Plan split when the Company was the sole plan sponsor:

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Interest cost on projected benefit obligation	$	3,414		$	8,251		$	10,244		$	24,577
Expected return on assets		(3,018	)		(8,063	)		(9,055	)		(23,953	)
Amortization of net loss		679			1,186			2,039			3,384
Net periodic pension cost before settlement charge		1,075			1,374			3,228			4,008
Settlement charge		—			—			28,699			—
Net periodic pension cost	$	1,075		$	1,374		$	31,927		$	4,008

(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 certain tax matters which

12

resulted in a reduction in tax expense of $2,480 in the third quarter of 2011. The full year 2011 effective tax rate is now expected to be approximately 36 percent.

(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 share and 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.

13

The following table sets forth the Company’s major media assets as of September 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
Seattle/Tacoma		12	KING		1997	NBC			13
Seattle/Tacoma		12	KONG		2000	IND			13
Seattle/Tacoma		12	NWCN		1997		N/A		N/A
Phoenix		13	KTVK		1999	IND			13
Phoenix		13	KASW		2000	CW			13
St. Louis		21	KMOV		1997	CBS			8
Portland(3)		22	KGW		1997	NBC			8
Charlotte		25	WCNC		1997	NBC			8
San Antonio		36	KENS		1997	CBS			10
Hampton/Norfolk		43	WVEC		1984	ABC			8
Austin		47	KVUE		1999	ABC			7
Louisville		48	WHAS		1997	ABC			7
New Orleans(4)		52	WWL		1994	CBS			8
New Orleans(5)		52	WUPL		2007	MNTV			9
Tucson		70	KMSB		1997	FOX			9
Tucson		70	KTTU		2002	MNTV			9
Spokane		73	KREM		1997	CBS			7
Spokane		73	KSKN		2001	CW			7
Boise(6)		112	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 2011 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 nine months ended September 30, 2011, as compared to the three and nine months ended September 30, 2010, is provided below.

14

Results of Operations
(Dollars in thousands)

	Three months ended September 30,									Nine months ended September 30,
				Percentage									Percentage
	2011			Change			2010			2011			Change			2010
Net operating revenues	$	151,999			(7.2	%)	$	163,853		$	469,848			(2.4	%)	$	481,167
Pension settlement charge and contribution reimbursements		—		NM				(300	)		20,466		NM				(8,572	)
Other operating costs and expenses		116,981			(4.1	%)		122,033			356,725			1.0	%		353,291
Total operating costs and expenses		116,981			(3.9	%)		121,733			377,191			9.4	%		344,719
Earnings from operations		35,018			(16.9	%)		42,120			92,657			(32.1	%)		136,448
Other income (expense)		(16,785	)		(16.1	%)		(20,016	)		(51,989	)		(12.8	%)		(59,611	)
Earnings from operations before income taxes		18,233			(17.5	%)		22,104			40,668			(47.1	%)		76,837
Income tax expense		(4,520	)		(44.6	%)		(8,159	)		(13,182	)		(55.8	%)		(29,825	)
Net earnings	$	13,713			(1.7	%)	$	13,945		$	27,486			(41.5	%)	$	47,012

NM is not meaningful

Net Operating Revenues

	Three months ended September 30,							Nine months ended September 30,
			Percentage							Percentage
	2011		Change			2010		2011		Change			2010
Spot advertising revenue	$	123,129		(8.7	%)	$	134,828	$	382,949		(3.8	%)	$	398,231
Other		28,870		(0.5	%)		29,025		86,899		4.8	%		82,936
Net operating revenues	$	151,999		(7.2	%)	$	163,853	$	469,848		(2.4	%)	$	481,167

Spot advertising revenue decreased $11,699, or 8.7 percent, in the three months ended September 30, 2011, as compared to the three months ended September 30, 2010. This decrease is primarily due to a $9,048 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. Additionally, the Company had a $2,651, or 2.1 percent, decrease in combined local and national spot revenues versus the prior year. These decreases were primarily in the entertainment, travel and tourism, and consumer services categories. Other revenue was consistent with the previous year with decreases in network compensation and miscellaneous operating revenue almost entirely offset by increases in retransmission revenue and Internet revenue.

Spot advertising revenue decreased $15,282, or 3.8 percent, in the nine months ended September 30, 2011, as compared to the nine months ended September 30, 2010. This decrease is primarily due to a $16,292 decrease in political advertising revenue. Combined local and national spot revenue was up slightly with increases in the healthcare, retail and telecommunications categories; offset by decreases in the grocery, financial services, automotive and entertainment categories. Other revenue increased 4.8 percent due to a 22.6 percent increase in retransmission revenue and a 14.2 percent increase in Internet revenue, partially offset by a decline in network compensation and other miscellaneous operating revenue.

Operating Costs and Expenses

Station salaries, wages and employee benefits decreased $806, or 1.5 percent, in the three months ended September 30, 2011, compared to the three months ended September 30, 2010, primarily due to decreases in accrued bonuses of $2,096, partially offset by salary expense increases of $631 and the partial reinstatement of the Company’s employer match for the Belo Savings Plan (401(k) plan) of $625. Station programming and other operating costs increased $215, or 0.4 percent, in the three months ended September 30, 2011, compared to the three months ended September 30, 2010, primarily due to increases in station technology costs of $797, advertising and promotion costs of $774, and certain sales expenses of $501, partially offset by decreases in programming costs of $1,851.

15

Station salaries, wages and employee benefits increased $4,420, or 2.8 percent, in the nine months ended September 30, 2011, compared to the nine months ended September 30, 2010, primarily due to increases in salary expense of $3,096, partial reinstatement of the Company’s employer match for the Belo Savings Plan (401(k) plan) of $1,905 and higher station pension expense of $1,592, partially offset by decreases in accrued bonuses of $2,840. Station programming and other operating costs increased $10,330, or 7.2 percent, primarily due to the non-cash expense reduction in 2010 of $7,015 related to a 2005 Federal Communications Commission 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. Six Belo markets converted to this digital equipment in the first half of 2010. Additionally, station technology costs increased $2,701 and advertising and promotion expense increased $1,458.

Corporate operating costs decreased $3,626, or 41.5 percent, in the three months ended September 30, 2011, compared to the three months ended September 30, 2010, primarily due to decreases in: pension expense of $816 related to the pension split, technology costs of $1,017, and accrued bonuses of $1,226. Corporate operating costs decreased $8,099, or 30.9 percent, in the nine months ended September 30, 2011, compared to the nine months ended September 30, 2010, primarily due to decreases in: technology costs of $2,574, pension expense of $2,372 related to the pension split, and accrued bonuses of $2,491.

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 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 resulted in the transfer of $238,833 in Pension Plan assets and $339,799 in Pension Plan liabilities to the new 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 $2,266 and $5,936 in the three and nine months ended September 30, 2011, respectively, due primarily to decreased interest costs associated with lower variable rate debt balances 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

Income taxes decreased $3,639 for the three months ended September 30, 2011, compared with the three months ended September 30, 2010, primarily due to lower pretax earnings and the settlement of certain tax matters in the third quarter of 2011. Income taxes decreased $16,643 for the nine months ended September 30, 2011, compared with the nine months ended September 30, 2010, primarily due to the $7,143 tax benefit related to deferred tax adjustments for the pension settlement charge, lower pretax earnings and settlement of certain tax matters in the second and third quarters of 2011.

16

Station Adjusted EBITDA

	Three months ended September 30,									Nine months ended September 30,
				Percentage									Percentage
	2011			Change			2010			2011			Change			2010
Station Adjusted EBITDA	$	47,744			(19.1	%)	$	59,007		$	154,471			(14.4	%)	$	180,540
Corporate operating costs and expenses		(5,112	)		(41.5	%)		(8,738	)		(18,103	)		(30.9	%)		(26,202	)
Depreciation		(7,614	)		(9.9	%)		(8,449	)		(23,245	)		(12.2	%)		(26,462	)
Pension settlement charge and contribution reimbursements	—			NM				300			(20,466	)	NM				8,572
Earnings from operations	$	35,018			(16.9	%)	$	42,120		$	92,657			(32.1	%)	$	136,448

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 September 30, 2011, Station Adjusted EBITDA decreased $11,263, or 19.1 percent, compared with the three months ended September 30, 2010. For the nine months ended September 30, 2011, Station Adjusted EBITDA decreased $26,069, or 14.4 percent, compared with the nine months ended September 30, 2010. These decreases were due primarily to the decrease in political revenue for the three and nine month periods and the increase in operating costs and expenses in the nine month period discussed above.

Liquidity and Capital Resources

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

Operating Cash Flows

Net cash provided by operations was $57,401 in the nine months ended September 30, 2011, compared with $97,691 in the nine months ended September 30, 2010. The 2011 operating cash flows were provided primarily 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 provided primarily 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 bonus payments in the first quarter of 2011, based on accruals in 2010, and higher pension contributions.

The Company made $23,257 in contributions to its Pension Plan for the 2010 and 2011 plan years during the nine months ended September 30, 2011, and expects to make contributions of approximately $3,900 to its Pension Plan during the fourth quarter 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 during the nine months ended September 30, 2011.

Investing Cash Flows

Net cash flows used for investing activities were $4,325 in the nine months ended September 30, 2011, compared to $10,733 in the nine months ended September 30, 2010. The 2011 investing cash flows were primarily used for capital expenditures, partially offset by proceeds from the sale of certain real estate. The 2010 investing cash flows were primarily used for capital expenditures.

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.

17

Capital Expenditures

Total capital expenditures were $10,215 in the first nine months of 2011 compared with $10,614 in the first nine months of 2010.

Financing Cash Flows

Net cash flows used for financing activities were $15,963 in the nine months ended September 30, 2011, compared with $79,931 in the nine months ended September 30, 2010. The cash flows used for financing activities decreased significantly year over year because there have been no borrowings under the credit facility since the first half of 2011. The 2011 financing cash flows consisted primarily of borrowings and repayments under the Company’s revolving credit facility and the payment of dividends. The 2010 financing cash flows consisted primarily of borrowings and repayments under the Company’s revolving credit facility.

Long-Term Debt

At September 30, 2011, Belo had $886,778 in fixed-rate debt securities as follows: $175,716 of 6³/4% Senior Notes due 2013; $271,062 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 September 30, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of September 30, 2011, there was no balance outstanding under the Amended 2009 Credit Agreement and all unused borrowings were available. 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 September 30, 2011, the Company’s leverage ratio was 3.8, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At September 30, 2011, the Company was in compliance with all debt covenants.

Dividends

On September 2, 2011, the Company paid a quarterly cash dividend of five cents per share, or $5,184, on Series A and Series B common stock outstanding, to shareholders of record on August 12, 2011.

On September 23, 2011, the Company declared a quarterly cash dividend of five cents per share on Series A and Series B common stock outstanding, to be paid on December 2, 2011, to shareholders of record on November 10, 2011.

Share Repurchase Program

The Company has a stock repurchase program pursuant to an 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 September 30, 2011 under this authority was 13,030,716 shares. During the first nine months 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 agreement. The Company believes its resources are adequate to meet its foreseeable needs.

18

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, including changes regarding spectrum; 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 September 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 previously described (see Note 9 to the Consolidated Condensed Financial Statements in Part I, Item 1) for which there are no material developments to report, 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.

19

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)
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)

20

Exhibit
Number		Description
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))
3.12	*	Amendment No. 2 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 September 23, 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 3.1-3.12 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)

21

	Exhibit
	Number	Description
	(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 4.1 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)

22

	Exhibit
	Number		Description
	(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”))
		*	(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”))

23

Exhibit
Number		Description
~(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 10.2(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)
	*	(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)

24

	Exhibit
	Number		Description
	~(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
32.1	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

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.
November 3, 2011	By:	/s/ Carey P. Hendrickson
		Carey P. Hendrickson
		Senior Vice President/Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

26

EX-31.1

Exhibit 31.1

Section 302 Certification

I, Dunia A. Shive, President and Chief Executive Officer of Belo Corp., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Belo Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2011

/s/ Dunia A. Shive  

Dunia A. Shive 

President and Chief Executive Officer 

EX-31.2

Exhibit 31.2

Section 302 Certification

I, Carey P. Hendrickson, Senior Vice President/Chief Financial Officer and Treasurer of Belo Corp., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Belo Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2011

/s/ Carey P. Hendrickson  

Carey P. Hendrickson 

Senior Vice President/Chief Financial Officer and Treasurer 

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belo Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Dunia A. Shive, President and Chief Executive Officer of the Company, and Carey P. Hendrickson, Senior Vice President/Chief Financial Officer and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dunia A. Shive  

Dunia A. Shive 

President and Chief Executive Officer 

November 3, 2011

/s/ Carey P. Hendrickson  

Carey P. Hendrickson 

Senior Vice President/Chief Financial Officer and Treasurer 

November 3, 2011

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Consolidated Condensed Balance Sheets (Unaudited) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash and temporary cash investments	$ 45,422	$ 8,309
Accounts receivable, net	130,272	144,992
Income tax receivable	32,812	37,921
Other current assets	18,669	19,574
Total current assets	227,175	210,796
Property, plant and equipment, net	145,295	164,439
Intangible assets, net	725,399	725,399
Goodwill	423,873	423,873
Other assets	65,597	65,883
Total assets	1,587,339	1,590,390
Current liabilities:
Accounts payable	15,280	20,744
Accrued expenses	36,331	52,274
Short-term pension obligation	17,830	36,571
Accrued interest payable	18,372	10,405
Income taxes payable	3,471	13,701
Dividends payable	5,184	0
Deferred revenue	4,236	3,505
Total current liabilities	100,704	137,200
Long-term debt	886,778	897,111
Deferred income taxes	254,920	206,765
Pension obligation	51,581	155,510
Other liabilities	17,259	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
Additional paid-in capital	917,306	915,014
Accumulated deficit	(756,860)	(773,976)
Accumulated other comprehensive loss	(57,501)	(142,723)
Total shareholders' equity	276,097	170,642
Total liabilities and shareholders' equity	1,587,339	1,590,390
Series A Common Stock
Common stock, $1.67 par value. Authorized 450,000,000 shares
Common stock	156,396	155,172
Series B Common Stock
Common stock, $1.67 par value. Authorized 450,000,000 shares
Common stock	$ 16,756	$ 17,155

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Consolidated Condensed Balance Sheets (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Shareholders' equity:
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Common stock, $1.67 par value. Authorized 450,000,000 shares
Common stock, par value	$ 1.67	$ 1.67
Common stock, shares authorized	450,000,000	450,000,000
Series A Common Stock
Common stock, $1.67 par value. Authorized 450,000,000 shares
Common stock, shares issued	93,650,123	92,916,960
Series B Common Stock
Common stock, $1.67 par value. Authorized 450,000,000 shares
Common stock, shares issued	10,033,668	10,272,679

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Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2011	Jun. 30, 2010	Oct. 31, 2011 Series A Common Stock	Oct. 31, 2011 Series B Common Stock
Entity Registrant Name	BELO CORP
Entity Central Index Key	0000356080
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float		$ 523,401,404
Entity Common Stock, Shares Outstanding			93,650,523	10,033,268

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Defined Benefit Pension and Other Post Retirement Plans

9 Months Ended

Sep. 30, 2011

Defined Benefit Pension and Other Post Retirement Plans [Abstract]

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 and managed by or on behalf of Belo. As of September 30, 2011, the remaining unfunded liability pertaining to Belo’s current and former employees was $69,411.

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 and $339,799 in Pension Plan liabilities to the new 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 nine months ended September 30, 2011, the Company made contributions totaling $23,257 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 fourth quarter of 2011, the Company expects to make contributions of approximately $3,900 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 nine months ended September 30, 2010, the Company made contributions totaling $500 and $14,287, respectively, to the Pension Plan related to the 2010 plan year and A. H. Belo reimbursed the Company $300 and $8,572, respectively.

Net periodic pension cost includes the following components for the three and nine months ended September 30, 2011, subsequent to the Pension Plan split, and for the three and nine months ended September 30, 2010, prior to the Pension Plan split when the Company was the sole plan sponsor:

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Interest cost on projected benefit obligation	$	3,414		$	8,251		$	10,244		$	24,577
Expected return on assets		(3,018	)		(8,063	)		(9,055	)		(23,953	)
Amortization of net loss		679			1,186			2,039			3,384
Net periodic pension cost before settlement charge		1,075			1,374			3,228			4,008
Settlement charge		—			—			28,699			—
Net periodic pension cost	$	1,075		$	1,374		$	31,927		$	4,008

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Earning Per Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

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 nine months ended September 30, 2011 and 2010.

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Income (Numerator)
Net earnings	$	13,713		$	13,945		$	27,486		$	47,012
Less: Income to participating securities		(164	)		(201	)		(322	)		(720	)
Income available to common stockholders	$	13,549		$	13,744		$	27,164		$	46,292
Shares (Denominator)
Weighted average shares outstanding (basic)		103,681			103,107			103,570			102,982
Dilutive effect of employee stock options		358			395			389			415
Dilutive effect of restricted stock units (RSUs)		—			—			—			—
Adjusted weighted average shares outstanding		104,039			103,502			103,959			103,397
Earnings per share:
Basic	$	0.13		$	0.13		$	0.26		$	0.45
Diluted	$	0.13		$	0.13		$	0.26		$	0.45

In calculating diluted earnings per share (EPS) for the three and nine months ended September 30, 2011, the Company excluded common stock options for 8,794 shares and 8,775 shares, respectively, because to include them would be anti-dilutive. In calculating diluted EPS for the three and nine months ended September 30, 2010, the Company excluded options for 10,546 shares and 10,529 shares, respectively, because to include them would be anti-dilutive. Additionally, for the three and nine months ended September 30, 2011, the Company excluded from the calculation RSUs of 594 and 499, respectively, because they are participating securities. For the three and nine months ended September 30, 2010, the Company excluded from the calculation RSUs of 361 and 359, respectively, because they are participating securities.

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Commitment and Contingencies

9 Months Ended

Sep. 30, 2011

Commitment and Contingencies [Abstract]

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.

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Income Taxes

9 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

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 certain tax matters which resulted in a reduction in tax expense of $2,480 in the third quarter of 2011. The full year 2011 effective tax rate is now expected to be approximately 36 percent.

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Business Organization, Consolidation and Significant Accounting Policies

9 Months Ended

Sep. 30, 2011

Business Organization, Consolidation and Significant Accounting Policies [Abstract]

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 U.S. 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 U.S. 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 to be aggregated into one reporting segment.

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 nine month periods ended September 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.

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Long Term Debt

9 Months Ended

Sep. 30, 2011

Long Term Debt [Abstract]

Long Term Debt

(4) At September 30, 2011, Belo had $886,778 in fixed-rate debt securities as follows: $175,716 of 6³/4% Senior Notes due 2013; $271,062 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 September 30, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of September 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 September 30, 2011, the Company’s leverage ratio was 3.8, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At September 30, 2011, the Company was in compliance with all debt covenants.

At September 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 September 1, 2027, and 7¹/4% Senior Debentures due September 15, 2027, was estimated to be $181,203, $289,438, $168,000, and $196,800, respectively. The fair value is estimated using quoted market prices and yields obtained through independent pricing sources (Level 1 inputs).

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Schedule of Condensed Financial Statements

9 Months Ended

Sep. 30, 2011

Schedule of Condensed Financial Statements [Abstract]

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.

Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2011
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Eliminations			Total
Net Operating Revenues	$	—		$	151,999		$	—		$	151,999
Operating Costs and Expenses
Station salaries, wages and employee benefits		—			52,467			—			52,467
Station programming and other operating costs		—			51,788			—			51,788
Corporate operating costs		4,190			922			—			5,112
Pension settlement charge and contribution reimbursements		—			—			—			—
Depreciation		340			7,274			—			7,614
Total operating costs and expenses		4,530			112,451			—			116,981
Earnings (loss) from operations		(4,530	)		39,548			—			35,018
Other Income and (Expense)
Interest expense		(17,753	)		(18	)		—			(17,771	)
Intercompany interest		833			(833	)		—			—
Other income (expense), net		(29	)		1,015			—			986
Total other income and (expense)		(16,949	)		164			—			(16,785	)
Earnings (loss) before income taxes		(21,479	)		39,712			—			18,233
Income tax benefit (expense)		2,976			(7,496	)		—			(4,520	)
Equity in earnings of subsidiaries		32,216			—			(32,216	)		—
Net earnings	$	13,713		$	32,216		$	(32,216	)	$	13,713

Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2010
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Eliminations			Total
Net Operating Revenues	$	—		$	163,853		$	—		$	163,853
Operating Costs and Expenses
Station salaries, wages and employee benefits		—			53,273			—			53,273
Station programming and other operating costs		—			51,573			—			51,573
Corporate operating costs		7,894			844			—			8,738
Pension contribution reimbursement		(300	)		—			—			(300	)
Depreciation		355			8,094			—			8,449
Total operating costs and expenses		7,949			113,784			—			121,733
Earnings (loss) from operations		(7,949	)		50,069			—			42,120
Other Income and (Expense)
Interest expense		(20,010	)		(27	)		—			(20,037	)
Intercompany interest		1,722			(1,722	)		—			—
Other income (expense), net		(124	)		145			—			21
Total other income and (expense)		(18,412	)		(1,604	)		—			(20,016	)
Earnings (loss) before income taxes		(26,361	)		48,465			—			22,104
Income tax benefit (expense)		3,281			(11,440	)		—			(8,159	)
Equity in earnings of subsidiaries		37,025			—			(37,025	)		—
Net earnings	$	13,945		$	37,025		$	(37,025	)	$	13,945

Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2011
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Eliminations			Total
Net Operating Revenues	$	—		$	469,848		$	—		$	469,848
Operating Costs and Expenses
Station salaries, wages and employee benefits		—			160,828			—			160,828
Station programming and other operating costs		—			154,549			—			154,549
Corporate operating costs		15,756			2,347			—			18,103
Pension settlement charges and contribution reimbursements		20,466			—			—			20,466
Depreciation		963			22,282			—			23,245
Total operating costs and expenses		37,185			340,006			—			377,191
Earnings (loss) from operations		(37,185	)		129,842			—			92,657
Other Income and (Expense)
Interest expense		(53,739	)		(65	)		—			(53,804	)
Intercompany interest		3,631			(3,631	)		—			—
Other income (expense), net		(94	)		1,909			—			1,815
Total other income and (expense)		(50,202	)		(1,787	)		—			(51,989	)
Earnings (loss) before income taxes		(87,387	)		128,055			—			40,668
Income tax benefit (expense)		29,502			(42,684	)		—			(13,182	)
Equity in earnings of subsidiaries		85,371			—			(85,371	)		—
Net earnings	$	27,486		$	85,371		$	(85,371	)	$	27,486

Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2010
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Eliminations			Total
Net Operating Revenues	$	—		$	481,167		$	—		$	481,167
Operating Costs and Expenses
Station salaries, wages and employee benefits		—			156,408			—			156,408
Station programming and other operating costs		—			144,219			—			144,219
Corporate operating costs		23,378			2,824			—			26,202
Pension contribution reimbursement		(8,572	)		—			—			(8,572	)
Depreciation		1,426			25,036			—			26,462
Total operating costs and expenses		16,232			328,487			—			344,719
Earnings (loss) from operations		(16,232	)		152,680			—			136,448
Other Income and (Expense)
Interest expense		(59,650	)		(90	)		—			(59,740	)
Intercompany interest		5,128			(5,128	)		—			—
Other income (expense), net		(338	)		467			—			129
Total other income and (expense)		(54,860	)		(4,751	)		—			(59,611	)
Earnings (loss) before income taxes		(71,092	)		147,929			—			76,837
Income tax benefit (expense)		29,586			(59,411	)		—			(29,825	)
Equity in earnings of subsidiaries		88,518			—			(88,518	)		—
Net earnings	$	47,012		$	88,518		$	(88,518	)	$	47,012

Condensed Consolidating Balance Sheet
As of September 30, 2011
(in thousands)

			Guarantor
	Parent		Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash and temporary cash investments	$	43,713	$	1,709	$	—		$	45,422
Accounts receivable, net		74		130,198		—			130,272
Income tax receivable		32,812		—		—			32,812
Other current assets		5,569		13,100		—			18,669
Total current assets		82,168		145,007		—			227,175
Property, plant and equipment, net		4,543		140,752		—			145,295
Intangible assets, net		—		725,399		—			725,399
Goodwill		—		423,873		—			423,873
Deferred income taxes		31,515		—		(31,515	)		—
Intercompany receivable		114,006		—		(114,006	)		—
Investment in subsidiaries		1,012,152		—		(1,012,152	)		—
Other assets		39,905		25,692		—			65,597
Total assets	$	1,284,289	$	1,460,723	$	(1,157,673	)	$	1,587,339
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	6,860	$	8,420	$	—		$	15,280
Accrued expenses		12,810		23,521		—			36,331
Short-term pension obligation		17,830		—		—			17,830
Accrued interest payable		18,372		—		—			18,372
Income taxes payable		3,471		—		—			3,471
Dividends payable		5,184		—		—			5,184
Deferred revenue		—		4,236		—			4,236
Total current liabilities		64,527		36,177		—			100,704
Long-term debt		886,778		—		—			886,778
Deferred income taxes		—		286,435		(31,515	)		254,920
Pension obligation		51,581		—		—			51,581
Intercompany payable		—		114,006		(114,006	)		—
Other liabilities		5,306		11,953		—			17,259
Total shareholders’ equity		276,097		1,012,152		(1,012,152	)		276,097
Total liabilities and shareholders’ equity	$	1,284,289	$	1,460,723	$	(1,157,673	)	$	1,587,339

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 Nine Months Ended September 30, 2011
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Total
Operations
Net cash provided by (used for) operations	$	(27,270	)	$	84,671		$	57,401
Investments
Capital expenditures		(3,067	)		(7,148	)		(10,215	)
Proceeds from disposition of real estate		—			5,919			5,919
Other investments, net		(648	)		619			(29	)
Net cash used for investments		(3,715	)		(610	)		(4,325	)
Financing
Net proceeds from revolving debt		32,000			—			32,000
Payments on revolving debt		(43,000	)		—			(43,000	)
Dividends paid		(5,184	)		—			(5,184	)
Net proceeds from exercise of stock options		106			—			106
Excess tax benefit from option exercises		115			—			115
Intercompany activity		85,371			(85,371	)		—
Net cash provided by (used for) financing activities		69,408			(85,371	)		(15,963	)
Net increase (decrease) in cash and temporary cash investments		38,423			(1,310	)		37,113
Cash and temporary cash investments at beginning of period		5,290			3,019			8,309
Cash and temporary cash investments at end of period	$	43,713		$	1,709		$	45,422

Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2010
(in thousands)(unaudited)

				Guarantor
	Parent			Subsidiaries			Total
Operations
Net cash provided by (used for) operations	$	(80,145	)	$	177,836		$	97,691
Investments
Capital expenditures		(554	)		(10,060	)		(10,614	)
Other, net		—			(119	)		(119	)
Net cash used for investments		(554	)		(10,179	)		(10,733	)
Financing
Net proceeds from revolving debt		49,700			—			49,700
Payments on revolving debt		(129,700	)		—			(129,700	)
Net proceeds from exercise of stock options		33			—			33
Excess tax benefit from option exercises		36			—			36
Intercompany activity		167,184			(167,184	)		—
Net cash provided by (used for) financing activities		87,253			(167,184	)		(79,931	)
Net increase in cash and temporary cash investments		6,554			473			7,027
Cash and temporary cash investments at beginning of period		3,646			1,154			4,800
Cash and temporary cash investments at end of period	$	10,200		$	1,627		$	11,827

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Long-Term Incentive Plan

9 Months Ended

Sep. 30, 2011

Long-Term Incentive Plan [Abstract]

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 $116 and $3,838 for the three and nine months ended September 30, 2011, respectively. Share-based compensation cost for awards to Belo’s employees and non-employee directors was $1,023 and $4,622 for the three and nine months ended September 30, 2010, respectively.

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Consolidated Condensed Statements of Cash Flows (Unaudited) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Operations
Net earnings	$ 27,486	$ 47,012
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation	23,245	26,462
Pension settlement charge	28,699
Pension contributions	(23,257)	(14,287)
Deferred income taxes	2,693	16,095
Employee retirement expense	2,866	3,861
Share-based compensation	1,472	2,097
Other non-cash items	1,261	(5,735)
Equity income from partnerships	(1,451)	(221)
Other, net	(349)	(2,227)
Net change in operating assets and liabilities:
Accounts receivable	13,828	5,034
Other current assets	139	11,066
Accounts payable	(8,682)	(5,842)
Accrued expenses	(13,395)	14,443
Accrued interest payable	7,967	8,601
Income taxes payable	(5,121)	(8,668)
Net cash provided by operations	57,401	97,691
Investments
Capital expenditures	(10,215)	(10,614)
Proceeds from disposition of real estate	5,919
Other investments, net	(29)	(119)
Net cash used for investments	(4,325)	(10,733)
Financing
Net proceeds from revolving debt	32,000	49,700
Payments on revolving debt	(43,000)	(129,700)
Dividends paid	(5,184)
Net proceeds from exercise of stock options	106	33
Excess tax benefit from option exercises	115	36
Net cash used for financing	(15,963)	(79,931)
Net increase in cash and temporary cash investments	37,113	7,027
Cash and temporary cash investments at beginning of period	8,309	4,800
Cash and temporary cash investments at end of period	$ 45,422	$ 11,827

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Related Party Transactions

9 Months Ended

Sep. 30, 2011

Related Party Transactions [Abstract]

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.

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Consolidated Condensed Statements of Earnings (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Consolidated Condensed Statements of Earnings [Abstract]
Net Operating Revenues	$ 151,999	$ 163,853	$ 469,848	$ 481,167
Operating Costs and Expenses
Station salaries, wages and employee benefits	52,467	53,273	160,828	156,408
Station programming and other operating costs	51,788	51,573	154,549	144,219
Corporate operating costs	5,112	8,738	18,103	26,202
Pension settlement charge and contribution reimbursements		(300)	20,466	(8,572)
Depreciation	7,614	8,449	23,245	26,462
Total operating costs and expenses	116,981	121,733	377,191	344,719
Earnings from operations	35,018	42,120	92,657	136,448
Other Income and (Expense)
Interest expense	(17,771)	(20,037)	(53,804)	(59,740)
Other income, net	986	21	1,815	129
Total other income and (expense)	(16,785)	(20,016)	(51,989)	(59,611)
Earnings before income taxes	18,233	22,104	40,668	76,837
Income taxes	4,520	8,159	13,182	29,825
Net earnings	$ 13,713	$ 13,945	$ 27,486	$ 47,012
Earnings Per Share
Basic	$ 0.13	$ 0.13	$ 0.26	$ 0.45
Diluted	$ 0.13	$ 0.13	$ 0.26	$ 0.45
Weighted Average Shares Outstanding
Basic	103,681	103,107	103,570	102,982
Diluted	104,039	103,502	103,959	103,397
Dividends declared per share	$ 0.05		$ 0.10