Edgar Filing: BELO CORP

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended: March 31, 2013

¨	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		75202-4841
(Address of principal executive offices)		(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 x No ¨

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 x No ¨

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:

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

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


Class		Outstanding at April 24, 2013
Common Stock, $0.01 par value		103,771,473*

*	Consisting of 95,497,930 shares of Series A Common Stock and 8,273,543 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		14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		18

Item 4.	Controls and Procedures		18

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings		18

Item 1A.	Risk Factors		18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18

Item 3.	Defaults Upon Senior Securities		18

Item 4.	Mine Safety Disclosures		18

Item 5.	Other Information		19

Item 6.	Exhibits		19

	Signatures		23

PART I.

Item 1.

Financial Statements

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

Belo Corp. and Subsidiaries


	Three months ended March 31,
In thousands, except per share amounts (unaudited)	2013			2012
Net Operating Revenues	$	160,338		$	155,898

Operating Costs and Expenses
Station salaries, wages and employee benefits		55,634			55,699
Station programming and other operating costs		48,647			45,317
Corporate operating costs		8,880			7,732
Depreciation		6,976			7,462

Total operating costs and expenses		120,137			116,210

Earnings from operations		40,201			39,688

Other Income and (Expense)
Interest expense		(14,613	)		(17,662	)
Other income, net		682			501

Total other income and (expense)		(13,931	)		(17,161	)

Earnings before income taxes		26,270			22,527
Income tax expense		9,603			8,235

Net earnings	$	16,667		$	14,292

Less: Net (loss) attributable to noncontrolling interests		(5	)		—

Net earnings attributable to Belo Corp.	$	16,672		$	14,292

Earnings Per Share
Basic	$	0.16		$	0.14
Diluted	$	0.16		$	0.14

Weighted Average Shares Outstanding
Basic		103,567			103,934
Diluted		104,174			104,257

Dividends declared per share	$	0.08		$	0.08

See accompanying Notes to Consolidated Condensed Financial Statements.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Belo Corp. and Subsidiaries


	Three months ended March 31,
In thousands (unaudited)	2013			2012
Net earnings	$	16,667		$	14,292
Other comprehensive income:
Amortization of net actuarial loss, net of tax		730			624

Comprehensive income		17,397			14,916
Less: comprehensive (loss) attributable to non-controlling interests		(5	)		—

Comprehensive income attributable to Belo Corp.	$	17,402		$	14,916

See accompanying Notes to Consolidated Condensed Financial Statements.

CONSOLIDATED CONDENSED BALANCE SHEETS

Belo Corp. and Subsidiaries


In thousands, except per share amounts (unaudited)	March 31, 2013			December 31, 2012
Assets

Current assets:
Cash and temporary cash investments	$	5,086		$	9,437
Accounts receivable, net		135,878			140,605
Other current assets		16,769			17,757

Total current assets		157,733			167,799

Property, plant and equipment, net		144,082			146,522
Intangible assets, net		725,399			725,399
Goodwill		423,873			423,873
Other assets		35,371			35,999

Total assets	$	1,486,458		$	1,499,592

Liabilities and Shareholders’ Equity

Current liabilities:
Accounts payable	$	14,580		$	20,348
Accrued expenses		33,418			42,057
Short-term pension obligation		20,000			20,000
Accrued interest payable		14,146			9,123
Income taxes payable		7,665			9,043
Dividends payable		8,332			8,331
Deferred revenue		3,392			2,911

Total current liabilities		101,533			111,813

Long-term debt		720,014			733,025
Deferred income taxes		261,708			257,864
Pension obligation		81,415			86,590
Other liabilities		10,357			10,576

Shareholders’ equity:
Preferred stock, $0.01 par value. Authorized 5,000 shares; none issued
Common stock, $0.01 par value. Authorized 450,000 shares
Series A: Issued 95,488 shares at March 31, 2013 and 95,036 shares at December 31, 2012		955			950
Series B: Issued 8,276 shares at March 31, 2013 and 8,282 shares at December 31, 2012		83			83
Additional paid-in capital		1,092,433			1,089,764
Accumulated deficit		(687,961	)		(696,269	)
Accumulated other comprehensive loss		(93,634	)		(94,364	)

Total Belo Corp. shareholders’ equity		311,876			300,164
Noncontrolling interests		(445	)		(440	)

Total shareholders’ equity		311,431			299,724

Total liabilities and shareholders’ equity	$	1,486,458		$	1,499,592

See accompanying Notes to Consolidated Condensed Financial Statements.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Belo Corp. and Subsidiaries


	Three months ended March 31,
In thousands (unaudited)	2013			2012
Operations
Net earnings	$	16,667		$	14,292
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation		6,976			7,462
Pension contributions		(4,300	)		(3,751	)
Deferred income taxes		3,242			3,193
Employee retirement benefit expense		241			666
Share-based compensation		2,278			791
Other non-cash items		578			869
Equity (income) loss from partnerships		(706	)		(360	)
Other, net		(16	)		45
Net change in operating assets and liabilities:
Accounts receivable, net		4,474			15,499
Income tax receivable		—			31,615
Other current assets and other assets		544			3,356
Accounts payable		(3,693	)		(2,606	)
Accrued expenses		(9,002	)		(3,674	)
Accrued interest payable		5,023			7,722
Income taxes payable		(1,378	)		(7,013	)

Net cash provided by operations		20,928			68,106

Investments
Capital expenditures		(4,672	)		(3,932	)

Net cash used for investments		(4,672	)		(3,932	)

Financing
Net proceeds from revolving debt		18,500			—
Payments on revolving debt		(31,700	)		—
Dividends paid on common stock		(8,362	)		(5,201	)
Net proceeds from exercise of stock options		640			40
Excess tax benefit from option exercises		315			44

Net cash used for financing		(20,607	)		(5,117	)

Net increase (decrease) in cash and temporary cash investments		(4,351	)		59,057
Cash and temporary cash investments at beginning of period		9,437			61,118

Cash and temporary cash investments at end of period	$	5,086		$	120,175

See accompanying Notes to Consolidated Condensed Financial Statements.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Belo Corp. and Subsidiaries

(in thousands, except per share amounts)

(1)

The accompanying unaudited consolidated condensed financial statements of Belo Corp. and subsidiaries (the Company or Belo) have been prepared in accordance with 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 generally accepted accounting principles for complete financial statements.

Belo considers all highly liquid instruments purchased with a remaining maturity of three months or less to be temporary cash investments. Such temporary cash investments are carried at fair value on a recurring basis using Level 1 inputs.

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-month period ended March 31, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. 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, 2012.

All amounts are in thousands, except per share amounts, unless otherwise indicated.

(2)

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires companies to report, in one place, information about reclassifications out of accumulated other comprehensive income (AOCI). Companies are also required to present reclassifications by component when reporting changes in AOCI balances. The new standard is effective for annual and interim periods beginning after December 15, 2012. This ASU affects presentation only and has no effect on the Company’s financial condition, results of operations or cash flows.

(3)

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 of A. H. Belo’s newspaper businesses or related assets, and A. H. Belo has no ownership interest in the Company or any of the Company’s television station businesses or related assets. Subsequent to the 2008 spin-off of A. H. Belo, the Company’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 co-own certain 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 third party investments included in the Company’s net earnings are immaterial.

(4)	The following table sets forth the reconciliation between weighted average shares used for calculating basic and diluted earnings per share (EPS) for the three months ended March 31, 2013 and 2012.


	2013			2012
Income (Numerator)
Net earnings attributable to Belo Corp.	$	16,672		$	14,292
Less: Income to participating securities		(160	)		(188	)

Income available to common stockholders plus assumed conversions	$	16,512		$	14,104

Shares (Denominator)
Weighted average shares outstanding (basic)		103,567			103,934
Dilutive effect of employee stock options and PBRSUs		607			323

Adjusted weighted average shares outstanding		104,174			104,257

Net earnings per share:
Basic	$	0.16		$	0.14
Diluted	$	0.16		$	0.14

In calculating diluted EPS for the three months ended March 31, 2013, the Company excluded common stock options for 4,974 shares because to include them would be anti-dilutive. For the three months ended March 31, 2013, the Company also excluded from the diluted EPS calculation restricted stock units (RSUs) of 1,297 because they are participating securities. Additionally, for the three months ended March 31, 2013, the Company excluded performance based RSUs (PBRSUs) of 421 because to include them would be anti-dilutive.

In calculating diluted EPS for the three months ended March 31, 2012, the Company excluded common stock options for 6,875 shares because to include them would be anti-dilutive. Additionally, for the three months ended March 31, 2012, the Company excluded from the diluted EPS calculation 718 restricted stock units (RSUs) because they are participating securities.

(5)

At March 31, 2013, Belo had $712,214 in fixed-rate debt securities as follows: $272,214 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 7.7%.

At March 31, 2013, Belo also had variable-rate debt capacity of $200,000 under a credit agreement (Credit Agreement). The Company is required to maintain certain leverage and interest coverage ratios specified in the Credit Agreement. The leverage ratio is generally defined as the ratio of debt to cash flow and the senior leverage ratio is generally defined as the ratio of the debt under the credit facility to cash flow. The interest coverage ratio is generally defined as the ratio of interest expense to cash flow. At March 31, 2013 the Company had $7,800 outstanding under the Credit Agreement, the weighted average interest rate was 2.9 percent, and all unused borrowings were available. At March 31, 2013, the Company’s leverage ratio was 2.7, its interest coverage ratio was 4.0 and its senior leverage ratio was 0.0. At March 31, 2013, the Company was in compliance with all debt covenant requirements.

At March 31, 2013 the fair value of Belo’s fixed-rate debt was estimated to be $755,825. The Company’s publicly held long-term debt is classified as Level 2, because the fair value for these instruments is determined utilizing observable inputs in non-active markets.

(6)

The Company’s 8% Senior Notes are fully and unconditionally guaranteed by each of the Company’s 100%-owned subsidiaries as of the date of issuance. Accordingly, the following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of earnings and comprehensive income (loss) and consolidated statements of cash flows of Belo as parent, the guarantor subsidiaries consisting of Belo’s 100%-owned subsidiaries as of the date of issuance, non guarantor subsidiaries consisting of subsidiaries subsequent to the date of issuance, 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 Earnings

For the Three Months Ended March 31, 2013

(unaudited)


	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net Operating Revenues	$	—		$	160,338		$	—		$	—		$	160,338

Operating Costs and Expenses
Station salaries, wages and employee benefits		—			55,334			300			—			55,634
Station programming and other operating costs		—			48,527			120			—			48,647
Corporate operating costs		7,603			902			375			—			8,880
Depreciation		343			6,418			215			—			6,976

Total operating costs and expenses		7,946			111,181			1,010			—			120,137

Earnings (loss) from operations		(7,946	)		49,157			(1,010	)		—			40,201

Other Income and (Expense)
Interest expense		(14,612	)		(1	)		—			—			(14,613	)
Intercompany interest		736			(736	)		—			—			—
Other income (expense), net		(133	)		815			—			—			682

Total other income and (expense)		(14,009	)		78			—			—			(13,931	)

Earnings (loss) before income taxes		(21,955	)		49,235			(1,010	)		—			26,270

Income tax benefit (expense)		8,295			(18,267	)		369			—			(9,603	)
Equity in earnings (loss) of subsidiaries		30,332			—			—			(30,332	)		—

Net earnings (loss)	$	16,672		$	30,968		$	(641	)	$	(30,332	)	$	16,667
Less: Net (loss) from noncontrolling interests		—			—			(5	)		—			(5	)

Net earnings (loss) attributable To Belo Corp.	$	16,672		$	30,968		$	(636	)	$	(30,332	)	$	16,672

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the Three Months Ended March 31, 2013

(unaudited)


					Non-
	Parent		Guarantors		Guarantors			Eliminations			Total
Net earnings (loss)	$	16,672	$	30,968	$	(641	)	$	(30,332	)	$	16,667
Amortization of net actuarial loss, net of tax		730		—		—			—			730

Comprehensive income (loss)		17,402		30,968		(641	)		(30,332	)		17,397
Less: comprehensive (loss) attributable to noncontrolling interests		—		—		(5	)		—			(5	)

Comprehensive income (loss) attributable to Belo Corp.	$	17,402	$	30,968	$	(636	)	$	(30,332	)	$	17,402

Condensed Consolidating Statement of Earnings

For the Three Months Ended March 31, 2012

(unaudited)


	Parent			Guarantors			Non- Guarantors			Eliminations			Total
Net Operating Revenues	$	—		$	155,898		$	—		$	—		$	155,898

Operating Costs and Expenses
Station salaries, wages and employee benefits		—			55,699			—			—			55,699
Station programming and other operating costs		—			45,317			—			—			45,317
Corporate operating costs		6,701			798			233			—			7,732
Depreciation		277			6,978			207			—			7,462

Total operating costs and expenses		6,978			108,792			440			—			116,210

Earnings (loss) from operations		(6,978	)		47,106			(440	)		—			39,688

Other Income and (Expense)
Interest expense		(17,648	)		(14	)		—			—			(17,662	)
Intercompany interest		744			(744	)		—			—			—
Other income, net		97			404			—			—			501

Total other income and (expense)		(16,807	)		(354	)		—			—			(17,161	)

Earnings (loss) before income taxes		(23,785	)		46,752			(440	)		—			22,527

Income tax benefit (expense)		8,967			(17,363	)		161			—			(8,235	)
Equity in earnings (loss) of subsidiaries		29,110			—			—			(29,110	)		—

Net earnings (loss)	$	14,292		$	29,389		$	(279	)	$	(29,110	)	$	14,292

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the Three Months Ended March 31, 2012

(unaudited)


					Non-
	Parent		Guarantors		Guarantors			Eliminations			Total
Net earnings (loss)	$	14,292	$	29,389	$	(279	)	$	(29,110	)	$	14,292
Amortization of net actuarial loss, net of tax		624		—		—			—			624

Comprehensive income (loss)	$	14,916	$	29,389	$	(279	)	$	(29,110	)	$	14,916

Condensed Consolidating Balance Sheet

As of March 31, 2013

(unaudited)


					Non-
	Parent		Guarantors		Guarantors		Eliminations			Total
Assets

Current assets:
Cash and temporary cash investments	$	2,426	$	2,640	$	20	$	—		$	5,086
Accounts receivable, net		462		135,367		49		—			135,878
Other current assets		3,790		12,920		59		—			16,769

Total current assets		6,678		150,927		128		—			157,733

Property, plant and equipment, net		2,570		127,324		14,188		—			144,082
Intangible assets, net		—		725,399		—		—			725,399
Goodwill		—		423,873		—		—			423,873
Deferred income taxes		39,850		—		—		(39,850	)		—
Intercompany receivable		603,495		—		—		(603,495	)		—
Investment in subsidiaries		513,512		—		—		(513,512	)		—
Other assets		17,612		17,692		67		—			35,371

Total assets	$	1,183,717	$	1,445,215	$	14,383	$	(1,156,857	)	$	1,486,458

Liabilities and Shareholders’ Equity

Current liabilities:
Accounts payable	$	4,966	$	9,508	$	106	$	—		$	14,580
Accrued expenses		10,385		22,855		178		—			33,418
Short-term pension obligation		20,000		—		—		—			20,000
Income taxes payable		7,665		—		—		—			7,665
Deferred revenue		—		3,392		—		—			3,392
Dividends payable		8,332		—				—			8,332
Accrued interest payable		14,146		—		—		—			14,146

Total current liabilities		65,494		35,755		284		—			101,533

Long-term debt		720,014		—		—		—			720,014
Deferred income taxes		—		300,783		775		(39,850	)		261,708
Pension obligation		81,415		—		—		—			81,415
Intercompany payable		—		598,620		4,875		(603,495	)		—
Other liabilities		5,363		4,994		—		—			10,357
Total shareholders’ equity		311,431		505,063		8,449		(513,512	)		311,431

Total liabilities and shareholders’ equity	$	1,183,717	$	1,445,215	$	14,383	$	(1,156,857	)	$	1,486,458

Condensed Consolidating Balance Sheet

As of December 31, 2012


					Non-
	Parent		Guarantors		Guarantors		Eliminations			Total
Assets

Current assets:
Cash and temporary cash investments	$	6,833	$	2,500	$	104	$	—		$	9,437
Accounts receivable, net		487		140,107		11		—			140,605
Prepaid and other current assets		4,017		13,674		66		—			17,757

Total current assets		11,337		156,281		181		—			167,799

Property, plant and equipment, net		2,865		129,262		14,395		—			146,522
Intangible assets, net		—		725,399		—		—			725,399
Goodwill		—		423,873		—		—			423,873
Deferred income taxes		42,528		—		—		(42,528	)		—
Intercompany receivable		636,455		—		—		(636,455	)		—
Investment in subsidiaries		483,181		—		—		(483,181	)		—
Other assets		18,297		17,635		67		—			35,999

Total assets	$	1,194,663	$	1,452,450	$	14,643	$	(1,162,164	)	$	1,499,592

Liabilities and Shareholders’ Equity

Current liabilities:
Accounts payable	$	8,154	$	11,812	$	382	$	—		$	20,348
Accrued expenses		16,202		25,432		423		—			42,057
Short-term pension obligation		20,000		—		—		—			20,000
Income taxes payable		9,043		—		—		—			9,043
Deferred revenue		—		2,911		—		—			2,911
Dividends payable		8,331		—		—		—			8,331
Accrued interest payable		9,123		—		—		—			9,123

Total current liabilities		70,853		40,155		805		—			111,813

Long-term debt		733,025		—		—		—			733,025
Deferred income taxes		—		299,552		840		(42,528	)		257,864
Pension obligation		86,590		—		—		—			86,590
Intercompany payable		—		632,543		3,912		(636,455	)		—
Other liabilities		4,471		6,105		—		—			10,576
Total shareholders’ equity		299,724		474,095		9,086		(483,181	)		299,724

Total liabilities and shareholders’ equity	$	1,194,663	$	1,452,450	$	14,643	$	(1,162,164	)	$	1,499,592

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2013

(unaudited)


							Non-
	Parent			Guarantors			Guarantors			Total
Operations
Net cash provided by (used for) operations	$	(14,083	)	$	35,723		$	(712	)	$	20,928

Investments
Capital expenditures		(49	)		(4,615	)		(8	)		(4,672	)

Net cash used for investments		(49	)		(4,615	)		(8	)		(4,672	)

Financing
Net proceeds from revolving debt		18,500			—			—			18,500
Payments on revolving debt		(31,700	)		—			—			(31,700	)
Dividends paid on common stock		(8,362	)		—			—			(8,362	)
Net proceeds from exercise of stock options		640			—			—			640
Excess tax benefit from option exercises		315			—			—			315
Intercompany activity		30,332			(30,968	)		636			—

Net cash provided by (used for) financing activities		9,725			(30,968	)		636			(20,607	)

Net increase (decrease) in cash and temporary cash investments		(4,407	)		140			(84	)		(4,351	)
Cash and temporary cash investments at beginning of period		6,833			2,500			104			9,437

Cash and temporary cash investments at end of period	$	2,426		$	2,640		$	20		$	5,086

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2012

(unaudited)


							Non-
	Parent			Guarantors			Guarantors			Total
Operations
Net cash provided by (used for) operations	$	36,523		$	31,862		$	(279	)	$	68,106

Investments
Capital expenditures		(1,567	)		(2,365	)		—			(3,932	)

Net cash used for investments		(1,567	)		(2,365	)		—			(3,932	)

Financing
Dividends paid on common stock		(5,201	)		—			—			(5,201	)
Net proceeds from exercise of stock options		40			—			—			40
Excess tax benefit from option exercises		44			—			—			44
Intercompany activity		29,110			(29,389	)		279			—

Net cash provided by (used for) financing activities		23,993			(29,389	)		279			(5,117	)

Net increase in cash and temporary cash investments		58,949			108			—			59,057
Cash and temporary cash investments at beginning of period		59,339			1,755			24			61,118

Cash and temporary cash investments at end of period	$	118,288		$	1,863		$	24		$	120,175

(7)

Belo has a long-term incentive plan under which awards may be granted to employees and non-employee 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 $4,137 and $2,695, for the three months ended March 31, 2013 and 2012, respectively.

(8)	Net periodic pension cost includes the following components for the three months ended March 31, 2013 and 2012:


	2013			2012
Interest cost on projected benefit obligation	$	2,959		$	3,115
Expected return on assets		(3,834	)		(3,392	)
Amortization of actuarial net loss		1,123			960

Net periodic pension cost	$	248		$	683

(9)	The following table sets forth allocation of equity between controlling and noncontrolling interests as of March 31, 2013:


	Belo Corp.			Noncontrolling
	Shareholders’			Interests			Total
	Equity			Equity			Equity
Balance at December 31, 2012	$	300,164		$	(440	)	$	299,724
Net earnings (loss)		16,672			(5	)		16,667
Dividends declared		(8,363	)		—			(8,363	)
Share-based compensation		1,718			—			1,718
Exercise of stock options		640			—			640
Excess tax benefit from long-term incentive plan		315			—			315
Accumulated other comprehensive income		730			—			730

Balance at March 31, 2013	$	311,876		$	(445	)	$	311,431

The following table sets forth the changes in Accumulated Other Comprehensive Loss by component for the three months ended March 31, 2013:


	Defined Benefit Plan
Balance at December 31, 2012	$	(94,364	)
Amounts reclassified from AOCL, net of tax		730

Balance at March 31, 2013	$	(93,634	)

The following table sets forth the reclassifications out of Accumulated Other Comprehensive Loss for the three months ended March 31, 2013:


	Amount reclassified			Affected line item in
Details about accumulated other	from accumulated other			the statement where
comprehensive loss components	comprehensive loss			net earnings is presented
Amortization of defined benefit pension items:
Actuarial losses, total before tax	$	1,123		Included in net periodic pension costs (Note 8)
		(393	)	Deferred tax expense

	$	730		Net of tax

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In thousands, except per share amounts)

The following information should be read in conjunction with the Company’s Consolidated Condensed Financial Statements and related Notes filed as part of this report.

Overview

Belo Corp. (Belo or the Company), a Delaware corporation, began as a Texas newspaper company in 1842 and today is a publicly-traded pure-play television company. 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 markets across the United States. The Company also has three local and two regional news channels.

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

The following table sets forth the Company’s major media assets as of March 31, 2013:


Market	Market Rank⁽¹⁾		Station/ News Channel	Year Belo Acquired/ Started	Network Affiliation	Number of Commercial Stations in 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⁽³⁾		13	KTVK	1999	IND		13
Phoenix		13	KASW	2000	CW		13
St. Louis		21	KMOV	1997	CBS		8
Portland⁽⁴⁾		22	KGW	1997	NBC		8
Charlotte		25	WCNC	1997	NBC		8
San Antonio		36	KENS	1997	CBS		10
Hampton/Norfolk		44	WVEC	1984	ABC		8
Austin		45	KVUE	1999	ABC		7
Louisville		48	WHAS	1997	ABC		7
New Orleans⁽⁵⁾		51	WWL	1994	CBS		8
New Orleans⁽⁶⁾		51	WUPL	2007	MNTV		8
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⁽⁷⁾⁽⁸⁾		111	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 2012 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)	KTVK also produces “3TV 24/7,” a 24-hour daily local news and weather channel.

(4)	The Company also owns KGWZ-LD, a low power television station in Portland, Oregon.

(5)	WWL also produces “NewsWatch on Channel 15,” a 24-hour daily local news and weather channel.

(6)	The Company also owns WBXN-CA, a Class A television station in New Orleans, Louisiana.

(7)	The Company also owns KTFT-LD (NBC), a low power television station in Twin Falls, Idaho.

(8)	KTVB also produces “24/7 Newschannel,” a 24-hour daily local news and weather channel.

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, CW and MNTV. 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. As part of these agreements, the network has the right to sell most of the advertising time during such broadcasts. As affiliation

agreements renew, cash payments are made by the Company to the networks for compensation related to programming provided by such networks. The Company’s current affiliation agreements provide for payments to certain networks and one additional affiliation agreement is expected to include payments to the applicable network beginning in 2013. Cash payments to networks under the affiliation agreements are included in programming expense.

The principal source of the Company’s revenue is the sale of airtime to local, regional and national advertisers. In even numbered years, the Company’s revenue also includes significant revenue from political advertising. Additional discussion regarding the Company’s results of operations in the first quarter of 2013, as compared to the first quarter of 2012, is provided below.

Results of Operations


Three Months ended March 31,	2013			Percentage Change			2012
Net operating revenues	$	160,338			2.8	%	$	155,898
Operating costs and expenses		120,137			3.4	%		116,210

Earnings from operations		40,201			1.3	%		39,688
Other income (expense)		(13,931	)		(18.8	%)		(17,161	)

Earnings before income taxes		26,270			16.6	%		22,527
Income tax expense		(9,603	)		16.6	%		(8,235	)

Net earnings		16,667			16.6	%		14,292
Less: Net (loss) from noncontrolling interests		(5	)		NM			—

Net earnings attributable to Belo Corp.	$	16,672			16.7	%	$	14,292

NM is not meaningful

Net Operating Revenues


Three Months ended March 31,	2013		Percentage Change			2012
Spot advertising revenue	$	126,299		0.9	%	$	125,224
Other revenue		34,039		11.0	%		30,674

Net operating revenues	$	160,338		2.8	%	$	155,898

Spot advertising revenue increased $1,075, or 0.9 percent, in the first three months of 2013 compared to the first three months of 2012. This increase is primarily due to a $2,026 increase in total local and national spot revenues, partially offset by a $951 decrease in political spot revenues. Political spot revenues are generally higher in even-numbered years than in odd-numbered years due to elections for various state and national offices. Spot advertising, excluding political, was up 1.6 percent with increases in the automotive, retail and telecommunications categories, partially offset by decreases in the healthcare, restaurant and entertainment categories. Other revenue increased primarily due to a 21.6 percent increase in Internet revenue and an 8.0 percent increase in retransmission revenue.

Operating Costs and Expenses

Station salaries, wages and employee benefits decreased $65, or 0.1 percent, primarily due to decreases in pension-related expenses of $1,150, partially offset by increases in self insured medical expense of $863 and equity-based compensation of $402. In the first quarter 2012, the Company recognized credits related to better medical claims experience. The higher equity-based compensation is primarily attributable to increases in the Company’s share price during the quarter on previously awarded long-term incentives. Station programming and other operating costs increased $3,330, or 7.3 percent, primarily due to increases in network-related programming costs.

Corporate operating costs increased $1,148 in the first quarter 2013, due primarily to higher equity-based compensation resulting from the increase in the Company’s share price during the quarter on previously awarded long-term incentives.

Other Income (Expense)

Interest expense decreased $3,049, or 17.3 percent, due primarily to the early redemption in November 2012 of the Company’s Senior Notes originally due May 2013.

Income Tax Expense

Income taxes increased $1,368, for the three months ended March 31, 2013, compared with the three months ended March 31, 2012, primarily due to higher pretax earnings in 2013.

Station-Adjusted EBITDA


Three Months ended March 31,	2013			Percentage Change			2012
Station-Adjusted EBITDA	$	56,057			2.1	%	$	54,882
Corporate operating costs		(8,880	)		14.8	%		(7,732	)
Depreciation		(6,976	)		(6.5	%)		(7,462	)

Earnings from operations	$	40,201			1.3	%	$	39,688

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 and corporate operating costs. 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 in the broadcast television industry used by investors, financial analysts and rating agencies to evaluate financial performance.

For the three months ended March 31, 2013, Station-Adjusted EBITDA increased $1,175, or 2.1 percent, compared with the three months ended March 31, 2012. As discussed above, this increase was primarily due to an increase in combined local and national spot revenue, partially offset by increases in programming costs.

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 $20,928 in the first quarter 2013 compared with $68,106 in the first quarter 2012. The 2013 operating cash flows were provided primarily by net earnings adjusted for non-cash and pension-related items, and routine changes in working capital. The 2012 operating cash flows were provided primarily by net earnings adjusted for non-cash items, receipt of a $31,615 income tax refund, and routine changes in working capital. The decrease in net cash provided by operations is primarily due to the receipt of the federal income tax refund in the first quarter 2012.

Investing Cash Flows

Net cash flows used for investing activities were $4,672 in the first quarter 2013 compared to $3,932 in the first quarter 2012. The investing cash flows were used for capital expenditures.

Financing Cash Flows

Net cash flows used for financing activities were $20,607 in the first quarter 2013 compared with $5,117 in the first quarter 2012. The 2013 financing activity cash flows consisted primarily of borrowings and repayments under the Company’s revolving credit facility and dividends paid. The 2012 financing activity cash flows consisted primarily of dividends paid.

Long-Term Debt

Dividends

On March 1, 2013, the Company paid a quarterly dividend of $8,362, or eight cents per share, on Series A and Series B common stock outstanding as of the record date of February 8, 2013.

On February 28, 2013, the Company declared a quarterly dividend of eight cents per share on Series A and Series B common stock outstanding, to be paid on May 31, 2013, to shareholders of record on May 10, 2013.

Share Repurchase Program

The Company has a stock repurchase program pursuant to authorization from Belo’s Board of Directors in December 2005. There is no expiration date for this repurchase program. The remaining authorization for the repurchase of shares as of March 31, 2013, under this authority was 12,010 shares. During the first quarter 2013, no shares were repurchased.

Other

The Company has various sources available to meet its 2013 capital and operating commitments, including cash on hand, short-term investments, internally-generated funds and the $200,000 Credit Agreement. The Company believes its resources are adequate to meet its foreseeable needs.

Forward-Looking Statements

Statements in this Form 10-Q concerning Belo’s business outlook or future economic performance, anticipated profitability, revenues, expenses, capital expenditures, dividends, 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. Belo undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Such risks, uncertainties and factors include, but are not limited to, uncertainties regarding changes in capital market conditions and prospects, and other factors such as changes in advertising demand, interest and discount rates and programming and production costs; changes in viewership patterns and demography, and actions by viewership measurement services; 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; FCC 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, 2012.

Item 4.

Controls and Procedures

During the quarter ended March 31, 2013, 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

Various legal proceedings are pending against the Company, including matters relating to 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 condition of the Company.

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, 2012.

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.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

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


Exhibit Number		Description

2.1	*	Separation and Distribution Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2008 (Securities and Exchange Commission File No. 001-08598)(the “February 12, 2008 Form 8-K”))

3.1	*	Amended and Restated Certificate of Incorporation of the Company dated May 9, 2012 (Exhibit 3.1(i) to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2012 (Securities and Exchange Commission File No. 001-08598)(the “May 10, 2012 Form 8-K”))

3.2	*	Certificate of Designation of Series B Common Stock of the Company dated May 9, 2012 (Exhibit 3.1(i) to the May 10, 2012 Form 8-K)

3.3	*	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”))

3.4	*	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))

3.5	*	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 3.1-3.5 above

4.2	*	Specimen Form of Certificate representing shares of the Company’s Series A Common Stock (Exhibit 4.1 to the May 10, 2012 Form 8-K)

4.3	*	Specimen Form of Certificate representing shares of the Company’s Series B Common Stock (Exhibit 4.2 to the May 10, 2012 Form 8-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 “2^nd Quarter 1997 Form 10-Q”))

	(2)	*	$200 million 7³/₄% Senior Debenture due 2027 (Exhibit 4.6(4) to the 2^nd 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 2^nd 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 “3^rdQuarter 1997 Form 10-Q”))

		*	(b) $50 million 7¹/₄% Senior Debenture due 2027 (Exhibit 4.6(6)(b) to the 3^rd 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 3^rd Quarter 1997 Form 10-Q)

	(6)	*	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”))

	(7)	*	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)

	(8)	*	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)	*	Amendment and Restated Revolving Credit Facility Agreement, dated as of December 21, 2011, among the Company, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; JPMorgan Securities LLC, Suntrust Robinson Humphrey, Inc., and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners; Suntrust Bank and Royal Bank of Canada as Co-Syndication agents, The Northern Trust Company and Capital One N.A. as Co-Documentation Agents (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2011 (Securities and Exchange file No. 001-08598)(the “December 22, 2011 Form 8-K”))

	(2)	*	Guarantee Agreement dated as of December 21, 2011, among Belo Corp., the Subsidiaries of Belo Corp. identified therein and JPMorgan Chase Bank, N.A. (Exhibit 10.2 to the December 22, 2011 Form 8-K)

~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 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”))

		*	(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 1995 Executive Compensation Plan, as restated to incorporate amendments through December 4, 1997 (Exhibit 10.3(3) to the Company’s Annual Report on Form 10-K dated March 19, 1998 (Securities and Exchange Commission File No. 002-74702))

	*	(a)	Amendment to 1995 Executive Compensation Plan, dated July 21, 1998 (Exhibit 10.2(3)(a) 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))

	*	(b)	Amendment to 1995 Executive Compensation Plan, dated December 16, 1999 (Exhibit 10.2(3)(b) 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”))

	*	(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”))

~(3)	*	Management Security Plan (Exhibit 10.3(1) to the Company’s Annual Report on Form 10-K dated March 12, 1997 (Securities and Exchange Commission No. 001-08598))

	*	(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)

~(4)		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)

~(5)	*	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))

~(6)	*	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)

	~(7)	*	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 Employee Option Awards (Exhibit 10.2 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 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 5, 2012 (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))

	~(8)	*	Summary of Non-Employee Director Compensation (Exhibit 10.2(9) to the 2009 Form 10-K)

	~(9)	*	Belo Corp. Change In Control Severance Plan (Exhibit 10.2(10) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (Securities and Exchange Commission File No. 001-08598))

10.3	Agreements relating to the spin-off distribution of A. H. Belo:

	(1)	*	Tax Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.1 to the February 12, 2008 Form 8-K)

		*	(a) First Amendment to Tax Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of September 14, 2009 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2009 (Securities and Exchange Commission File No. 001-08598))

	(2)	*	Employee Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.2 to the February 12, 2008 Form 8-K)

		*	(a) Amendment to Employee Matters Agreement as set forth in the Pension Plan Transfer Agreement dated as of October 6, 2010 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2010 (Securities and Exchange Commission File No. 001-08598)(the “October 8, 2010 Form 8-K”))

	(3)	*	Services Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.3 to the February 12, 2008 Form 8-K)

	(4)	*	Pension Plan Transfer Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of October 6, 2010 (Exhibit 10.1 to the October 8, 2010 Form 8-K)

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



^¥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

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.

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