UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

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

For the quarterly period ended September 11, 2010	Commission file number 2-28286
For the quarterly period ended March 26, 2011	Commission file number 2-28286
The Bureau of National Affairs, Inc.
A Delaware Corporation	53-0040540 (I.R.S. Employer Identification No.)
1801 South Bell Street	(703) 341-3000
Arlington, Virginia 22202	(telephone number)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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. (Check One):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company o

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

The number of shares outstanding of each of the issuer's classes of common stock as of ~~September~~ 18March 26, ~~2010~~2011 was 10,~~377~~228,~~919~~175 Class A common shares, 15,~~456~~263,~~430~~296 Class B common shares, and 6,450 Class C common shares.

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	TABLE OF CONTENTS
	Part I
Item 1.	Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Balance Sheets	54
	Condensed Consolidated Statements of Cash Flows	76
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management's Discussion and Analysis of Financial Condition and
	Results of Operations	1915
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2419
Item 4T.	Controls and Procedures	24
Item 4.	Controls and Procedures	19
	Part II
Item 1.	Legal Proceedings	2520
Item 1A.	Risk Factors	2520
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2520
Item 3.	Defaults Upon Senior Securities	2520
Item 4.	(Removed and Reserved)	2520
Item 5.	Other Information	2520
Item 6.	Exhibits	2520
Signatures		2621
Exhibit 31.1		2722
Exhibit 31.2		2823
Exhibit 32		2924

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PART I-FINANCIAL INFORMATION

THE BUREAU OF NATIONAL AFFAIRS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE 12 WEEKS ENDED MARCH 26, 2011 and MARCH 27, 2010
(Unaudited)
(All dollars in thousands, except per share amounts)


	12 Weeks Ended
	March 26, 2011			March 27, 2010

OPERATING REVENUES	$	73,159		$	74,757

OPERATING EXPENSES:
Editorial, production, and distribution		34,340			37,684
Selling		9,667			10,872
General and administrative		16,597			17,247

TOTAL OPERATING EXPENSES		60,604			65,803

OPERATING PROFIT		12,555			8,954

INVESTMENT INCOME		744			815
INTEREST EXPENSE		(280	)		(481	)

INCOME BEFORE INCOME TAXES		13,019			9,288
PROVISION FOR INCOME TAXES		4,801			3,121

NET INCOME		8,218			6,167

OTHER COMPREHENSIVE INCOME		10			66,206

COMPREHENSIVE INCOME	$	8,228		$	72,373

EARNINGS PER SHARE	$	.32		$	.24

WEIGHTED AVERAGE SHARES OUTSTANDING		25,407,340			26,156,884

DIVIDENDS DECLARED PER SHARE		.23			.21

THE BUREAU OF NATIONAL AFFAIRS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE 36 WEEKS ENDED SEPTEMBER 11, 2010 and SEPTEMBER 12, 2009
(Unaudited)
(All dollars in thousands, except per share amounts)
	36 Weeks Ended
	September 11, 2010			September 12, 2009
OPERATING REVENUES	$	222,037		$	224,105
OPERATING EXPENSES:
Editorial, production, and distribution		108,156			121,605
Selling		29,941			36,284
General and administrative		47,331			39,392
Goodwill impairment		6,634			17,805
TOTAL OPERATING EXPENSES		192,062			215,086
OPERATING PROFIT		29,975			9,019
INVESTMENT INCOME		3,373			2,939
INTEREST EXPENSE		(1,281	)		(1,893	)
INCOME BEFORE INCOME TAXES		32,067			10,065
PROVISION FOR INCOME TAXES		15,407			3,309
NET INCOME		16,660			6,756
OTHER COMPREHENSIVE INCOME		64,514			8,244
COMPREHENSIVE INCOME	$	81,174		$	15,000
EARNINGS PER SHARE	$	.64		$	.25
WEIGHTED AVERAGE SHARES OUTSTANDING		25,927,671			27,002,477

See accompanying notes to condensed consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED BALANCE SHEETS
FOR THE 12 WEEKS ENDED SEPTEMBER 11, 2010 and SEPTEMBER 12, 2009
MARCH 26, 2011 AND DECEMBER 31, 2010
(Unaudited)
(In thousands of dollars)
(All dollars in thousands, except per share amounts)
	(Unaudited)
	12 Weeks Ended
	March 26			December 31,
	September 11, 2010				September 12, 2009
ASSETS	2011			2010
OPERATING REVENUES	$	73,384			$	72,904
CURRENT ASSETS:
OPERATING EXPENSES:
Cash and cash equivalents	$	29,181		$	16,464
Editorial, production, and distribution		35,166				39,855
Short-term investments		18,440			15,259
Selling		9,552				12,118
Receivables (net of allowance for doubtful accounts of
General and administrative		14,917				12,959
$1,019 at March 26, 2011 and $1,676 at Dec. 31, 2010)		26,268			36,826
Goodwill impairment		6,634				17,805
Inventories		1,800			1,457
TOTAL OPERATING EXPENSES		66,269				82,737
Prepaid expenses		4,299			4,609
OPERATING PROFIT (LOSS)		7,115				(9,833	)
Deferred income taxes		4,434			4,666
INVESTMENT INCOME		1,769				960
Total current assets		84,422			79,281
INTEREST EXPENSE		(406	)			(629	)
MARKETABLE SECURITIES		103,200			99,258
INCOME (LOSS) BEFORE INCOME TAXES		8,478				(9,502	)
PROPERTY AND EQUIPMENT:
PROVISION (BENEFIT) FOR INCOME TAXES		6,780				(3,581	)
Land		23,198			23,198
NET INCOME (LOSS)		1,698				(5,921	)
Building and improvements		91,001			91,013
OTHER COMPREHENSIVE (LOSS) INCOME		(386	)			3,924
Furniture, fixtures and equipment		47,356			47,714
COMPREHENSIVE INCOME (LOSS)	$	1,312			$	(1,997	)
		161,555			161,925
EARNINGS (LOSS) PER SHARE	$	.07			$	(.22	)
Less-Accumulated depreciation		53,530			52,725
WEIGHTED AVERAGE SHARES OUTSTANDING		25,679,050				26,528,919
Net property and equipment		108,025			109,200
DEFERRED INCOME TAXES		10,687			10,308
GOODWILL		37,098			37,098
INTANGIBLE AND OTHER ASSETS		12,114			12,550
Total assets	$	355,546		$	347,695

See accompanying notes to condensed consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 11, 2010 and DECEMBER 31, 2009
MARCH 26, 2011 and DECEMBER 31, 2010
(In thousands of dollars)
	(Unaudited)
	September 11,			December 31,
	March 26,			December 31,
ASSETS	2010			2009
LIABILITIES AND STOCKHOLDERS' EQUITY	2011			2010
CURRENT ASSETS:
CURRENT LIABILITIES:
Cash and cash equivalents	$	34,504		$	9,757
Current portion of long-term debt	$	13,000		$	13,000
Short-term investments		19,554			14,445
Payables and accrued liabilities		12,932			16,653
Receivables (net of allowance for doubtful accounts of
Employee compensation and benefits payable		16,523			18,852
$890 at September 11, 2010 and $1,556 at Dec. 31, 2009)		26,514			32,604
Income taxes payable		5,981			3,872
Inventories		2,306			2,935
Dividends payable		5,868			---
Prepaid expenses		5,097			3,739
Deferred revenues		131,132			130,411
Deferred income taxes		5,424			5,652
Total current liabilities		185,436			182,788
Total current assets		93,399			69,132
POSTRETIREMENT BENEFITS, less current portion		115,617			113,488
MARKETABLE SECURITIES		93,648			95,305
OTHER LIABILITIES		715			860
PROPERTY AND EQUIPMENT:
Total liabilities		301,768			297,136
Land		23,642			23,642
COMMITMENTS AND CONTINGENCIES
Building and improvements		96,060			95,939
STOCKHOLDERS' EQUITY
Furniture, fixtures and equipment		47,148			46,734
Common stock issued, $1.00 par value—
		166,850			166,315
Class A - 30,000,000 shares		30,000			30,000
Less-Accumulated depreciation		55,519			51,279
Class B - 24,634,865 shares		24,635			24,635
Net property and equipment		111,331			115,036
Class C - 2,531,680 shares		2,532			2,532
DEFERRED INCOME TAXES		10,289			51,601
Additional paid-in capital		54,589			52,635
GOODWILL		37,100			44,962
Retained earnings		242,910			240,560
INTANGIBLE AND OTHER ASSETS		10,545			7,231
Treasury stock, at cost — 31,668,624 shares at
INVESTMENT IN AFFLIATED COMPANY		---			4,163
March 26, 2011 and 31,709,269 at Dec. 31, 2010		(296,728	)		(295,634	)
Total assets	$	356,312		$	387,430
Accumulated other comprehensive loss:
Net unrealized gain on marketable securities		2,766			2,000
Foreign currency translation adjustment		(131	)		(123	)
Postretirement benefits adjustment		(6,795	)		(6,046	)
Total stockholders' equity		53,778			50,559
Total liabilities and stockholders' equity	$	355,546		$	347,695

See accompanying notes to condensed consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SEPTEMBER 11, 2010 and DECEMBER 31, 2009
FOR THE 12 WEEKS ENDED MARCH 26, 2011 and MARCH 27, 2010
(Unaudited)
(In thousands of dollars)
	(Unaudited)
	12 Weeks Ended
	September 11,			December 31,
	March 26, 2011			March 27, 2010
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
CURRENT LIABILITIES:
Net income	$	8,218		$	6,167
Current portion of long-term debt	$	20,500		$	10,500
Adjustments to reconcile net income to net
Payables and accrued liabilities		11,732			16,906
cash provided by operating activities—
Employee compensation and benefits payable		22,052			17,994
Depreciation and amortization		2,295			2,401
Income taxes payable		9,820			3,706
Deferred income taxes		(69	)		(1,879	)
Dividends payable		5,943			---
Gain on sales of securities		(31	)		(74	)
Deferred revenues		131,596			125,378
Others		(556	)		(290	)
Total current liabilities		201,643			174,484
Changes in operating assets and liabilities—
LONG-TERM DEBT, less current portion		---			13,000
Receivables		11,310			3,031
POSTRETIREMENT BENEFITS, less current portion		106,046			210,533
Deferred revenues		721			5,082
OTHER LIABILITIES		862			1,381
Payables and accrued liabilities		(3,580	)		(1,362	)
Total liabilities		308,551			399,398
Postretirement benefits		874			2,433
COMMITMENTS AND CONTINGENCIES
Inventories		(343	)		406
STOCKHOLDERS' EQUITY (DEFICIT):
Other assets and liabilities—net		201			28
Common stock issued, $1.00 par value—
Net cash provided by operating activities		19,040			15,943
Class A - 30,000,000 shares		30,000			30,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Class B - 24,634,865 shares		24,635			24,635
Proceeds from sales of assets		79			---
Class C - 2,531,680 shares		2,532			2,532
Purchase of property and equipment		(329	)		(50	)
Additional paid-in capital		50,072			47,511
Acquisition of business (net of $56 cash acquired in 2010)		---			(565	)
Retained earnings		229,610			224,406
Capitalized software		(454	)		---
Treasury stock, at cost — 31,541,353 shares at
Investment securities sales and maturities		4,348			4,451
September 11, 2010 and 30,913,320 at Dec. 31, 2009		(290,299	)		(277,749	)
Investment securities purchases		(10,464	)		(5,294	)
Accumulated other comprehensive income (loss):
Net cash used in investing activities		(6,820	)		(1,458	)
Net unrealized gain on marketable securities		1,870			1,366
CASH FLOWS FROM FINANCING ACTIVITIES:
Foreign currency translation adjustment		(118	)		(129	)
Receipts for capital stock sales to employees		3,171			3,269
Postretirement benefits adjustment		(541	)		(64,540	)
Purchases of treasury stock		(2,674	)		(5,478	)
Total stockholders' equity (deficit)		47,761			(11,968	)
Net cash provided by (used in) financing activities		497			(2,209	)
Total liabilities and stockholders' equity (deficit)	$	356,312		$	387,430
NET INCREASE IN CASH AND CASH EQUIVALENTS		12,717			12,276
CASH AND CASH EQUIVALENTS, beginning of period		16,464			9,757
CASH AND CASH EQUIVALENTS, end of period	$	29,181		$	22,033
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	247		$	469
Income taxes paid		2,759			2,037

See accompanying notes to condensed consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 36 WEEKS ENDED SEPTEMBER 11, 2010 and SEPTEMBER 12, 2009
(Unaudited)
(In thousands of dollars)
	36 Weeks Ended
	September 11, 2010			September 12, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	16,660		$	6,756
Adjustments to reconcile net income to net
cash provided by operating activities—
Goodwill impairment		6,634			17,805
Depreciation and amortization		6,805			6,996
Deferred income taxes		(1,570	)		(10,795	)
Gain on sales of securities		(1,055	)		(197	)
Others		493			(128	)
Changes in operating assets and liabilities—
Receivables		6,813			14,786
Deferred revenues		6,754			(11,397	)
Payables and accrued liabilities		4,243			379
Postretirement benefits		3,267			4,394
Inventories		629			(387	)
Other assets and liabilities—net		(1,762	)		(440	)
Net cash provided by operating activities		47,911			27,772
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of assets		---			31
Acquisition of business (net of $56 cash acquired in 2010)		(565	)		(3,200	)
Purchase of property and equipment		(789	)		(760	)
Capitalized software		(1,558	)		(1,118	)
Acquisition of publishing assets		---			(917	)
Investment securities sales and maturities		36,864			37,875
Investment securities purchases		(39,653	)		(27,949	)
Net cash (used in) provided by investing activities		(5,701	)		3,962
CASH FLOWS FROM FINANCING ACTIVITIES:
Receipts for capital stock sales to employees		5,816			5,855
Purchases of treasury stock		(14,766	)		(23,796	)
Payment of long-term debt		(3,000	)		(3,000	)
Dividends paid		(5,513	)		(5,519	)
Net cash used in financing activities		(17,463	)		(26,460	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		24,747			5,274
CASH AND CASH EQUIVALENTS, beginning of period		9,757			11,139
CASH AND CASH EQUIVALENTS, end of period	$	34,504		$	16,413
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	1,296		$	2,028
Income taxes paid		10,858			9,364

See accompanying notes to condensed consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.

Notes to Condensed Consolidated Financial Statements

~~September~~March 1126, ~~2010~~2011

(Unaudited)

NOTE 1: General

The primary business of The Bureau of National Affairs, Inc. (BNA, or the “Company”) is the publishing of legal, regulatory, and general business advisory information in labor, economic, tax, health care, environment and safety, consulting, recruiting, and other markets to business, professional, and academic users, mainly in the United States.

BNA also provides printing services to customers in the mid-Atlantic region through its McArdle Printing Co., Inc. subsidiary. The Company’s software businesses develop, produce, and market tax and financial planning software and electronic tax forms for U.S. customers.

The Company’s financial reporting is based on 13 four-week periods. There are three periods (twelve weeks) in each of the first three fiscal quarters and four periods in the fourth fiscal quarter. The information in this report has not been audited. Results for the twelve ~~and thirty-six~~ weeks are not necessarily representative of the year because of the seasonal nature of activities. The financial information furnished herein reflects all adjustments (consisting only of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results reported for the periods shown and has been prepared in conformity with generally accepted accounting principles of the United States of America applied on a consistent basis.

These financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company’s ~~2009~~2010 Annual Report on Form 10-K. Note disclosures which would substantially duplicate those contained in the ~~2009~~2010 Annual Report on Form 10-K have been omitted. Certain prior year balances have been reclassified to conform to the current year presentation.

The reported amounts of certain assets and liabilities, and the disclosures of contingent assets and liabilities, result from management estimates and assumptions which are required to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Estimates and assumptions are used for measuring such items as postretirement benefits, deferred tax assets, and the allowance for doubtful accounts, and for evaluating the possible impairment of intangible assets and goodwill. Accordingly, estimates and assumptions may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company has evaluated subsequent events after the balance sheet date through the date the financial statements were issued and did not note any events ~~other~~that ~~than~~would ~~those~~require ~~disclosed~~disclosure inor ~~Note~~adjustment 2to ~~that~~the ~~would~~consolidated ~~require~~financial ~~disclosure~~statements.

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OnNOTE 2: ~~September~~Revenues 23, 2010, BNA Subsidiaries, LLC (“Subsidiaries”) filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in the District of Delaware (the “Bankruptcy Court”). Subsidiaries was formed in 2008 by the merger and ~~reorganization~~Deferred of the former Kennedy Information, Inc. and Institute of Management and Administration, Inc (IOMA). Subsidiaries has been particularly hard hit by the recession that began in 2008, including two staples of its business, newsletters and webinars, which saw precipitous drops in revenue, participants and subscriber counts, and operating losses. Despite aggressive restructuring efforts, Subsidiaries continued to suffer losses and incur expenses that were beyond its ability to self fund. Such operating losses and expenses were historically funded by BNA; however, BNA informed Subsidiaries that it was no longer willing to fund Subsidiaries’ losses on an unsecured basis. As a result, Subsidiaries decided to continue the reorganization by voluntarily filing for relief under Chapter 11 of the Bankruptcy Code and, in connection therewith, BNA offered and Subsidiaries accepted Debtor-in-Possession (DIP) financing after trying to secure borrowings on more favorable terms from other lenders.Revenues

Under the Bankruptcy Code order approving the DIP financing provided to Subsidiaries by BNA, BNA’s loan is secured by a first priority lien. Subsidiaries intends to submit to the Bankruptcy Court a plan of reorganization that will allow it to emerge from bankruptcy and continue as a viable going concern. As part of that plan of reorganization, Subsidiaries will restructure its debts and pre-petition obligations in an effort to emerge as a viable company. In that regard, it is presently expected that BNA will not receive any value on account of its present equity interest in Subsidiaries. There is however, no assurance that a plan of reorganization will be approved by the Bankruptcy Court or that Subsidiaries will be able to emerge from the Bankruptcy case. In the event that Subsidiaries does not reorganize and liquidates its businesses and assets, the first liens that secure the DIP financing would entitle BNA to receive payment, after certain court, legal and other fees incurred as part of the Bankruptcy cases, but before all the other creditors of Subsidiaries.

In light of the current situation, BNA has determined that the remaining goodwill on its books relating to BNA Subsidiaries, LLC can no longer be supported and is therefore taking a write-down of the goodwill to zero. This will amount to a non-cash charge of $6,634,000 in the third quarter (see Note 7).

NOTE 3: Acquisition

During the first quarter of 2009, the Company invested $3.2 million in preferred stock of Llesiant, Inc., a technology partner. Llesiant is developing the taxonomy-based search engine used by “BNA Convergence,” a delivery platform designed for the legal and corporate markets that allows searching of all BNA content along with a large collection of third-party content. The investment was recorded as a long-term investment. During the fourth quarter of 2009, the Company increased its long-term investment by $0.8 million. Also during the fourth quarter, the Company purchased 42 percent of the outstanding common stock for $0.3 million and began to recognize its percentage interest in Llesiant’s loss using the equity method of accounting ($137,000 at year-end 2009). During the first quarter of 2010, the Company made additional investments of $0.3 million, recognized a further equity-method loss of $67,000, and then purchased the remaining outstanding common stock for $0.3 million on February 12, 2010.

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The following table summarizes the consideration paid and the amounts of the assets acquired and the liabilities assumed recognized at the acquisition date (in thousands of dollars):

Consideration:
Cash	$	4,921
Recognized amounts of identifiable assets
acquired and liabilities assumed:
Identifiable intangible assets	$	3,084
Deferred taxes		953
Goodwill		1,079
Receivables and other		137
Cash		56
Payables		(432	)
Deferred revenue		(160	)
Total identifiable net assets		4,717
Equity loss recognized prior to acquisition		204
Total	$	4,921

The fair value of the acquired identifiable intangible assets is provisional pending receipt of the final valuations for those assets.

NOTE 4: Revenues and Deferred Revenues

The Company derives revenues from publishing and software product sales and from printing and other services. Revenues are recognized when all of the following criteria are met: there is persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered; the price to the customer is fixed and determinable; and collectibility is reasonably assured.

The majority of publishing sales are by subscription, primarily for one year. Subscription revenues are deferred and amortized over the subscription terms. The Company also licenses information content to certain online service providers for access by their customers. Revenues from these licenses are recognized on either a transactional or subscription basis. Revenues from other publishing products, such as books, research reports, and special reports, are recognized when the products are shipped, net of a reserve for returns when the right of return exists.

Revenues from printing services are recognized when the materials are shipped. Revenues from consulting, software data conversion, and training are recognized when the services have been completed. Revenues from event-related activities, such as conferences, are recognized when the event has been completed.

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Software revenues are recognized in accordance with Accounting Standards Codification 985-605, Software—Revenue Recognition (ASC 985-605, formerly AICPA Statement of Position 97-2, Software Revenue Recognition). The majority of software sales are bundled arrangements which include a one-year software program license term and post-sale support, including telephone support and program updates (when and if available) during the license term. Revenues are deferred and recognized ratably over the license and post-sale support term. However, when the sale includes a specified upgrade (a specific future program enhancement promised to customers) revenue is deferred until that specified upgrade is delivered. Revenues from sales of software products with updates provided periodically over a license term, typically one year, are recognized ratably over the license terms.

Deferred revenues at the end of the ~~third~~first quarter of ~~2010~~2011 consisted of $~~113~~117.76 million of deferred subscription revenues and $1713.95 million of deferred software revenues. Deferred revenues at the end of ~~2009~~2010 consisted of $~~109~~113.19 million of deferred subscription revenues and $16.35 million of deferred software revenues.

NOTE 53: Inventories

Inventories consisted of the following (in thousands of dollars):

	September 11, 2010		December 31, 2009
	March 26, 2011		December 31, 2010
Materials and supplies	$	~~1,129~~565	$	~~1,511~~549
Work in process		~~434~~403		~~476~~440
Finished goods		~~743~~832		~~948~~468
Total	$	21,~~306~~800	$	21,~~935~~457

~~NOTE 6: Intangible and Other Assets and Goodwill~~8

Intangible and other amortizable assets were as follows (in thousands of dollars):

	September 11, 2010					December 31, 2009
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Software	$	29,930	$	(21,606	)	$	26,319	$	(21,247	)
Customer Lists		6,136		(5,232	)		6,182		(5,017	)
Copyrights		9,145		(9,007	)		9,145		(8,374	)
Other		209		(137	)		214		(123	)
Total	$	45,420	$	(35,982	)	$	41,860	$	(34,761	)

Amortization expense for the above assets was $2,272,000and $2,270,000, respectively, in the first three quarters of 2010 and 2009. During the first three quarters of 2010, gross intangible and other amortizable assets of $4,641,000 were added and $1,081,000 were written down. Other assets (non-amortizable) amounted to $1,107,000 and $132,000 at September 11, 2010 and December 31, 2009, respectively.

NOTE 7: Goodwill

The carrying amount of goodwill is subject to testing on an annual basis or, if events or circumstances indicate that an impairment is more likely than not to have occurred, on an interim basis. Impairment testing is done at the reporting unit level. The fair value of each reporting unit is determined using a multiple of earnings before interest, taxes, depreciation and amortization (EBITDA). Any excess in the carrying value of the reporting units over their fair value is an indication of a potential goodwill impairment, which would require further analysis to measure the amount of the impairment expense, if any.

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~~Due~~NOTE to4: ~~the~~Intangible ~~filing~~and ~~under~~Other ~~Chapter~~Assets 11and by BNA Subsidiaries, LLC (see Note 2), the Company performed an interim test as of September 11, 2010. The carrying value of a publishing segment reporting unit, the IOMA division of BNA Subsidiaries, LLC, was found to be less than its fair value. As a result, a goodwill impairment expense of $6,634,000 was recorded for the third quarter of 2010.Goodwill

~~Goodwill~~Intangible ~~assigned to the reportable segments~~ and ~~the~~other ~~changes~~amortizable inassets ~~the~~were ~~carrying amount of goodwill for the first three quarters of 2010 are~~ as follows (in thousands of dollars):

	Publishing			Printing			Software		Total
	March 26, 2011						December 31, 2010
Balance, January 1, 2010	$	21,594		$	917		$	22,451	$	44,962
	Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Impairment loss		(6,634	)		---			---		(6,634	)
Software	$	31,888		$	(23,005	)	$	31,435	$	(22,290	)
Goodwill acquired during year		1,079			---			---		1,079
Customer Lists		6,174			(5,423	)		6,150		(5,337	)
Goodwill written off related to sale of
Copyrights		9,145			(9,145	)		9,145		(9,145	)
publications		(2,307	)		---			---		(2,307	)
Other		198			(131	)		196		(127	)
Balance, September 11, 2010	$	13,732		$	917		$	22,451	$	37,100
Total	$	47,405		$	(37,704	)	$	49,926	$	(36,899	)

~~NOTE~~Amortization 8:expense ~~Employee~~for ~~Benefit~~the ~~Plans~~above assets was $795,000 and $954,000, respectively, in the first quarter of 2011 and 2010. During the first quarter of 2011, gross intangible and other amortizable assets of $479,000 were added and none were written down. Other assets (non-amortizable) amounted to $2,413,000 and $2,523,000 at March 26, 2011 and December 31, 2010, respectively.

Goodwill is assigned to the reportable segments as follows: legal, tax, and regulatory publishing (LTR) $13,732,000; specialized business publishing (SB) $0; printing $917,000; and software $22,449,000.

NOTE 5: Employee Benefit Plans

The Company has noncontributory defined benefit pension plans and provides retiree health care and life insurance benefits (other postretirement benefits) for certain of its employees. The net periodic benefit expense is based on estimated values provided by third party actuaries.

The components of net periodic benefit expense were as follows (in thousands of dollars):

12 Weeks Ended

~~36 Weeks Ended~~

09/11/10

09/12/09

09/11/10

09/12/09

3/26/11

3/27/10

Pension Benefits:

Defined Benefit Pension Benefits:

Service cost

12,~~915~~049

12,~~854~~069

~~5,744~~

~~5,562~~

Interest cost

3,~~136~~040

3,~~020~~171

~~9,407~~

~~9,060~~

Expected return on plan assets

(3,~~651~~347

)

(3,~~062~~706

)

~~(10,961~~

)

~~(9,187~~

)

Amortization of prior service cost

and net actuarial loss

~~736~~710

~~1,164~~777

~~2,209~~

~~3,492~~

Total

2,~~136~~452

2,~~976~~311

~~6,399~~

~~8,927~~

Other Postretirement Benefits:

Service cost

~~584~~688

1,~~493~~401

~~2,569~~

~~4,479~~

Interest cost

1,~~041~~190

2,~~533~~241

~~4,323~~

~~7,598~~

Expected return on plan assets

(~~307~~366

)

(~~323~~319

)

~~(933~~

)

~~(968~~

)

Amortization of prior service cost

and net actuarial loss

(21,~~022~~966

)

~~938~~159

~~(3,899~~

)

~~2,816~~

Total

(~~704~~454

)

43,~~641~~482

~~2,060~~

~~13,925~~

~~Pension plan contributions were $15 million in 2009 and $2 million in 2010, contributed during the first three quarters of each year.~~9

During the first quarter, the Company substantially changed the postretirement health benefits for Medicare-eligible retirees of the Parent, from providing self-insured health care benefits to providing a fixed annual stipend to be used to offset health insurance purchased by the retiree. The change was substantial enough to require a remeasurement of the obligation, and resulted in a $109 million reduction in the postretirement benefit obligation, a $65 million increase to accumulated other comprehensive income and a $44 million decrease in deferred income taxes. Other postretirement benefit expense will be substantially lower for the remainder of 2010 and for future years.

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~~NOTE~~Defined 9:benefit ~~Segment~~pension ~~Information~~plan contributions were $4 million in 2010 and are expected to be $2 million in 2011. No contributions were made during the first quarter of 2011, while $2 million was contributed during the first quarter of 2010. The defined benefit pension plan was amended to close participation to new employees hired after September 1, 2010. This will reduce defined benefit pension expense and the related liability over time.

During the first quarter of 2010, the Company substantially changed the postretirement health benefits for Medicare-eligible retirees of the Parent, from providing self-insured health care benefits to providing a fixed annual stipend to be used to offset health insurance purchased by the retiree. The change was substantial enough to require a remeasurement of the obligation, and resulted in a $109 million reduction in the postretirement benefit obligation, a $65 million increase to accumulated other comprehensive income and a $44 million decrease in deferred income taxes. Other postretirement benefit expense was substantially lower for the remainder of 2010 and is expected to be for 2011 and future years as well

NOTE 6: Segment Information

In thousands of dollars:

12 Weeks Ended:	Total Operating Revenues		Intersegment Operating Revenues		External Operating Revenues		Operating Profit (Loss)
September 11, 2010
March 26, 2011
Publishing (a)	$	62,026	$	---	$	62,026	$	5,028
LTR	$	58,050	$	---	$	58,050	$	9,474
Printing		6,595		2,088		4,507		(362	)
SB		2,510		6		2,504		(348	)
Software		7,408		557		6,851		2,449
Printing		6,866		2,032		4,834		(237	)
Total	$	76,029	$	2,645	$	73,384	$	7,115
Software		8,324		553		7,771		3,666
September 12, 2009
Total	$	75,750	$	2,591	$	73,159	$	12,555
Publishing (b)	$	62,248	$	---	$	62,248	$	(11,257	)
March 27, 2010
Printing		6,762		2,437		4,325		(87	)
LTR	$	59,040	$	---	$	59,040	$	7,363
Software		6,906		575		6,331		1,511
SB		3,313		11		3,302		(1,176	)
Total	$	75,916	$	3,012	$	72,904	$	(9,833	)
Printing		6,928		2,158		4,770		(221	)
Software		8,205		560		7,645		2,988
Total	$	77,486	$	2,729	$	74,757	$	(8,954	)

36 Weeks Ended:	Total Operating Revenues		Intersegment Operating Revenues		External Operating Revenues		Operating Profit (Loss)
September 11, 2010
Publishing (a)	$	185,851	$	---	$	185,851	$	22,239
Printing		21,002		6,580		14,422		(588	)
Software		23,445		1,681		21,764		8,324
Total	$	230,298	$	8,261	$	222,037	$	29,975
September 12, 2009
Publishing (b)	$	189,316	$	---	$	189,316	$	2,918
Printing		22,193		7,296		14,897		277
Software		21,606		1,714		19,892		5,824
Total	$	233,115	$	9,010	$	224,105	$	9,019

NOTE 7: Stockholders' Equity (Deficit)

There is no established public trading market for any of BNA's three classes of common stock. However, employees may purchase the Company’s Class A common stock through its Stock Purchase and Transfer Plan and the BNA 401(ak) ~~Operating~~Plan ~~profit~~(the ~~includes~~“Plans”). Semi-annually, athe ~~goodwill~~Board ~~impairment~~of Directors establishes the price at which shares can be bought or sold and declares dividends. Dividends of $~~6,634~~.23 per share were declared in March of 2011 and dividends of $.21 per share were declared in March of 2010.

~~(b)~~Treasury ~~Operating~~stock ~~profit~~as ~~includes~~of aMarch ~~goodwill~~26, ~~impairment~~2011 and December 31, 2010, respectively, consisted of: ~~$17~~Class A,~~805~~ 19,771,825 and 19,912,479 shares; Class B, 9,371,569 and 9,271,560 shares; and Class C, 2,525,230 and 2,525,230 shares. As of March 26, 2011, authorized shares of Class A, Class B, and Class C shares were 30,000,000, 30,000,000, and 5,000,000, respectively.

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~~NOTE~~The ~~10:~~Company’s ~~Stockholders'~~stockholders, ~~Equity~~when ~~(Deficit)~~ selling stock, are required to first tender shares to the Company. The Company has supported the continuance of employee ownership through its practice of repurchasing stock tendered by stockholders, but it is not required to do so. Capital stock with a market value of $4.8 million as of March 26, 2011 is known or expected to be tendered during the next twelve months. The actual amount likely will be higher.

~~There~~NOTE is8: noCommitments, ~~established public trading market for any of BNA's three classes of common stock. However~~Contingencies, ~~employees may purchase the Company’s Class A common stock through its Stock Purchase~~ and ~~Transfer Plan and the BNA 401(k) Plan (the “Plans”). Semi~~Related-~~annually,~~Party the Board of Directors establishes the price at which shares can be bought or sold and declares dividends. In 2010, dividends of $.23 per share were declared in September and $.21 per share were declared in March. In 2009, dividends of $.21 per share were declared in September and $.20 per share were declared in March.Transactions

~~Treasury~~In ~~stock~~July as2010, ofthe ~~September~~Company ~~11,~~signed ~~2010~~a ~~and~~contractual ~~December~~agreement ~~31,~~to ~~2009,~~sell ~~respectively~~its Rockville, ~~consisted~~Maryland ~~of:~~subscriber ~~Class~~relations A,facility for $18-$19~~,814,966~~ ~~and~~million ~~19,270,041~~to ~~shares;~~a ~~Class~~local B,developer. The ~~9,201,157~~pretax ~~and~~gain ~~9,118,049~~on ~~shares;~~the ~~and~~sale ~~Class~~is C,projected ~~2,525,230~~to be approximately $16 million after closing and ~~2,525,230~~related ~~shares~~costs. AsThe oftransaction ~~September~~is ~~11,~~expected ~~2010,~~to ~~authorized~~be ~~shares~~completed ofno ~~Class~~later A,than ~~Class~~early B,2012. ~~and~~Most ~~Class~~of Cthe ~~shares~~employees at the facility were ~~30,000,000,~~relocated ~~30,000,000,~~in ~~and~~November 52010 to leased office space in Bethesda,~~000,000,~~ ~~respectively~~Maryland.

The Company’s stockholders, when selling stock, are required to first tender shares to the Company. The Company has supported the continuance of employee ownership through its practice of repurchasing stock tendered by stockholders, but it is not required to do so. Capital stock with a market value of $3.0 million as of September 11, 2010 is known or expected to be tendered during the next twelve months. The actual amount likely will be higher.

NOTE 11: Commitments, Contingencies, and Related-Party Transactions

In July 2010, the Company signed a contractual agreement to sell its Rockville, Maryland subscriber relations facility for $18-$19 million to a local developer. The pretax gain on the sale is projected to be approximately $16 million after closing and related costs. The transaction is expected to be completed no later than early 2012. Most of the employees at the facility are being relocated in November 2010 to 32,000 square feet of leased office space in Bethesda, Maryland. The Company signed a ten-year lease for that space in July 2010 for approximately $1 million per year.

The Company is involved in certain legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the consolidated financial statements. The Company indemnifies certain of its customers for potential copyright infringement lawsuits related to the use of its products. Any exposure related to these indemnifications is believed to be remote.

A director of one of the Company's subsidiaries is a shareholder of a law firm that provides the subsidiary with editorial services. Fees incurred for these services were $1,~~304~~392,000 ~~in the third quarter of 2010~~ and $1,~~320~~472,000 in the ~~third~~first quarter of ~~2009~~2011 and ~~$3,983,000 and $4,007,000 in the first three quarters of~~ 2010 ~~and 2009~~, respectively.

NOTE 129: Fair Value Measurements

The Company values its assets and liabilities using the methods of fair value as described in Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820, formerly FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements). ASC 820 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

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Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2:

Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs that reflect the reporting entity’s own assumptions.

~~Financial assets carried at fair value measured on a recurring basis as of September~~ 11~~, 2010 and the necessary disclosures are as follows (in thousands of dollars):~~

	Balance as of		Fair Value Measures at 09/11/10 Using Fair Value Hierarchy						Fair Value as of
	09/11/10		Level 1		Level 2		Level 3		09/11/10
Cash and cash equivalents	$	34,504	$	34,504		---		---	$	34,504
Short-term investments		19,554		19,554		---		---		19,554
Marketable securities		93,648		93,648		---		---		93,648
Total	$	147,706	$	147,706		---		---	$	147,706

	Balance as of		Fair Value Measures at 12/31/09 Using Fair Value Hierarchy						Fair Value as of
	12/31/09		Level 1		Level 2		Level 3		12/31/09
Cash and cash equivalents	$	9,757	$	9,757		---		---	$	9,757
Short-term investments		14,445		14,445		---		---		14,445
Marketable securities		95,305		95,305		---		---		95,305
Total	$	119,507	$	119,507		---		---	$	119,507

The fair values of short-term investments and marketable securities are based on quoted market prices from various stock and bond exchanges. The Company chose not to elect the fair value option as prescribed by ASC 820 (formerly FASB Statement of Financial Accounting Standards No. 159, The Fair Value Option For Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115) for its financial assets and liabilities that had not been previously carried at fair value. Therefore, material financial assets and liabilities not carried at fair value, such as long-term debt, accounts payable, and customer receivables, are reported at their carrying values. At the end of the third quarter, long-term debt with a carrying value of $20,500,000 had a fair value of $21,147,205. The fair value of long-term debt is based on quotes for like instruments with similar credit ratings and terms.

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~~Assets~~Financial assets carried at fair value measured on a ~~nonrecurring~~recurring basis as of ~~September~~March 1126, ~~2010~~2011 and the necessary disclosures are as follows (in thousands of dollars):

	Balance as of	~~Balance as of~~		Fair Value Measures at 03/26/2011 Using Fair Value Hierarchy	~~Fair Value Measures at 09/11/10 Using Fair Value Hierarchy~~								Fair Value as of	~~Total Gains~~
		09/11/10			Level 1			Level 2			Level 3			(Losses)
	3/26/2011			Level 1			Level 2			Level 3			3/26/2011
Goodwill		$	---			---			---			---		$	(6,634	)
Cash and cash equivalents	$	29,181		$	29,181			---			---		$	29,181
Total		$	---			---			---			---		$	(6,634	)
Short-term investments		18,440			18,440			---			---			18,440
Marketable securities		103,200			103,200			---			---			103,200
Total	$	150,821		$	150,821			---			---		$	150,821

Financial assets carried at fair value measured on a recurring basis as of December 31, 2010 and the necessary disclosures are as follows (in thousands of dollars):

Assets carried at fair value measured on a nonrecurring basis as of December 31, 2009 and the necessary disclosures are as follows (in thousands of dollars):

	Balance as of		Fair Value Measures at 12/31/10 Using Fair Value Hierarchy						Fair Value as of
	12/31/10		Level 1		Level 2		Level 3		12/31/10
Cash and cash equivalents	$	16,464	$	16,464		---		---	$	16,464
Short-term investments		15,259		15,259		---		---		15,259
Marketable securities		99,258		99,258		---		---		99,258

Total	$	130,981	$	130,981		---		---	$	130,981

	Balance as of		Fair Value Measures at 12/31/09 Using Fair Value Hierarchy						Total Gains
	12/31/09		Level 1		Level 2		Level 3		(Losses)
Goodwill	$	---		---		---		---	$	(17,805	)
Total	$	---		---		---		---	$	(17,805	)

The fair values of short-term investments and marketable securities are based on quoted market prices from various stock and bond exchanges. The Company chose not to elect the fair value option as prescribed by ASC 820 (formerly FASB Statement of Financial Accounting Standards No. 159, The Fair Value Option For Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115) for its financial assets and liabilities that had not been previously carried at fair value. Therefore, material financial assets and liabilities not carried at fair value, such as long-term debt, accounts payable, and customer receivables, are reported at their carrying values. At the end of the first quarter, long-term debt with a carrying value of $13,000,000 had a fair value of $13,000,000. The fair value of long-term debt is based on quotes for like instruments with similar credit ratings and terms.

InNOTE ~~accordance~~10: with Accounting Standards Codification 350-20, Goodwill (ASC 350-20, formerly FASB Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets), at the end of the tird quarter, goodwill with a carrying value of $6,634,000 was written down to its implied fair value of $0, resulting in an impairment charge of $6,634,000, which was included in earnings for the period. See Note 7.Investments

~~NOTE~~Proceeds ~~13:~~from ~~Investments~~the sales and maturities of securities for the first quarter of 2011 were $4,348,000. Gross realized gains from these sales were $31,000. Proceeds from the sales and maturities of securities for the first quarter of 2010 were $4,451,000. Gross realized gains from these sales were $74,000. The specific identification method is used in computing realized gains and losses.

Proceeds from the sales and maturities of securities for the first three quarters of 2010 were $36,864,000. Gross realized gains and (losses) from these sales were $1,063,000 and $(8,000). For the third quarter of 2010 only, proceeds from the sales and maturities of securities were $18,302,000 and gross realized gains and (losses) from these sales were $972,000 and $(8,000). Proceeds from the sales and maturities of securities for the first three quarters of 2009 were $37,875,000. Gross realized gains and (losses) from these sales were $399,000 and $(202,000). For the third quarter of 2009 only, proceeds from the sales and maturities of securities were $6,865,000 and gross realized gains and (losses) from these sales were $87,000 and $(19,000). The specific identification method is used in computing realized gains and losses.12

The Company's investment securities are classified as available-for-sale and are reported at their fair values (quoted market price), which were as follows (in thousands of dollars):

				Gross			Gross
	Amortized			Unrealized			Unrealized				Fair
September 11, 2010	Cost			Gains			Losses				Value
Equity securities		$	19,474		$	215		$	(1,049	)		$	18,640
Municipal bonds			89,006			3,729			(54	)			92,681
Corporate debt			1,845			36			---				1,881
Total		$	110,325		$	3,980		$	(1,103	)		$	113,202

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			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2009	Cost		Gains		Losses			Value
Equity securities	$	18,122	$	430	$	(1,498	)		$	17,054
Municipal bonds		88,150		3,237		(102	)			91,285
Corporate debt		1,376		35		---				1,411
Total	$	107,648	$	3,702	$	(1,600	)		$	109,750

The Company's investment securities are classified as available-for-sale and are reported at their fair values (quoted market price), which were as follows (in thousands of dollars):


				Gross			Gross
	Amortized			Unrealized			Unrealized				Fair
March 26, 2011	Cost			Gains			Losses				Value

Equity securities		$	25,133		$	2,988		$	(206	)		$	27,915
Municipal bonds			92,005			1,805			(266	)			93,544
Corporate debt			180			1			---				181

Total		$	117,318		$	4,794		$	(472	)		$	121,640

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2010	Cost		Gains		Losses			Value

Equity securities	$	23,969	$	1,870	$	(225	)		$	25,614
Municipal bonds		87,231		1,840		(363	)			88,708
Corporate debt		191		4		---				195

Total	$	111,391	$	3,714	$	(588	)		$	114,517

The following table summarizes investments with gross unrealized losses by the length of time those investments have been continuously in a loss position ( in thousands of dollars):

				Gross Unrealized Losses
	Fair			Less than				More than
September 11, 2010	Value			12 months				12 Months
March 26, 2011	Value			12 months				12 Months
Equity securities		$	112,~~131~~051		$	(149	)		$	(~~1,048~~157	)
Municipal bonds			19,~~209~~220			~~---~~(189	)			(5477	)
Total		$	1211,~~340~~271		$	(1238	)		$	(~~1,102~~234	)
				Gross Unrealized Losses
	Fair			Less than				More than
December 31, 2009	Value			12 months				12 Months
December 31, 2010	Value			12 months				12 Months
Equity securities		$	146,~~582~~312		$	~~---~~(13	)		$	(~~1,498~~212	)
Municipal bonds			413,~~270~~647			(5290	)			(9773	)
Total		$	1819,~~852~~959		$	(5303	)		$	(~~1,595~~285	)

Each quarter, the Company reviews investment securities that have unrealized losses to determine if those losses are other than temporary. Consideration is given to the credit quality and maturities of the fixed income securities, the financial condition and near-term prospects of the issuers of the equity securities, general market conditions, the length of time and extent to which fair values have been below amortized cost, and the Company’s ability and intent to hold the security to allow for anticipated recovery. If a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the security is established. Accordingly, the Company wrote down to fair market value equity security investments that were determined to be other than temporarily impaired in 2009. The write downs amounted to $50,000 in the first three quarters of 2009 and are included in investment income in the consolidated statements of income. At ~~September~~March 1126, ~~2010~~2011, 1041 securities had an aggregated unrealized loss of 84.20 percent from their amortized cost. At December 31, ~~2009~~2010, 1741 securities had an aggregated unrealized loss of 72.89 percent from their amortized cost. These securities were reviewed in accordance with the criteria noted above, and their declines in fair value were determined to be not other than temporary. .

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Fair values of the Company's fixed-income securities are inversely affected by changes in market interest rates. Generally, the longer the maturity of fixed income securities, the larger the exposure to the risks and rewards resulting from changes in market interest rates. Contractual maturities of the fixed income securities as of ~~September~~March 1126, ~~2010~~2011 were as follows (in thousands of dollars):

	Amortized		Fair
	Cost		Value
Within one year	$	1913,~~474~~487	$	1913,~~797~~621
One through five years		1612,~~110~~459		1613,~~974~~016
Five through ten years		1210,~~517~~851		1311,~~405~~298
Over ten years		4155,~~144~~388		4255,~~748~~790
No fixed maturity date		~~1,606~~---		~~1,638~~---
Total	$	9092,~~851~~185	$	9493,~~562~~725

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PART I

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read along with the unaudited consolidated financial statements included in this Form 10-Q, as well as the Company’s ~~2009~~2010 Annual Report on Form 10-K, which provides a more thorough discussion of the Company’s business and operations. This interim report is intended to provide an update of the disclosures contained in the ~~2009~~2010 Annual Report on Form 10-K and, accordingly, disclosures which would substantially duplicate those contained therein have been omitted.

Forward-Looking Statements

This management discussion contains certain statements that are not statements of historical fact but are forward-looking statements. The use of such words as “believes,” “expects,” “estimates,” “could,” “should,” “will,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.

Overview

BNA operates in ~~three~~four business segments: ~~publishing~~legal, ~~printing~~tax, and regulatory publishing; specialized business publishing; printing; and software. The legal, tax, and regulatory publishing segment, which generated 8479 percent of consolidated ~~2009~~2010 revenues, provides legal, ~~regulatory,~~ and ~~general~~regulatory ~~business advisory~~ information in tax, labor, economic, health care, environment and safety, ~~consulting,~~ and other markets to business, professional, ~~government,~~ and academic users. Sales are made principally through field sales representatives. The ~~printing~~specialized business publishing segment provides ~~services~~general business advisory information to primarily business users. The printing segment provides services to mid-Atlantic area customers, including the BNA publishing ~~segment~~segments, other publishers, financial institutions, trade associations, educational institutions, professional societies, ~~educational and~~ other nonprofit organizations, and governmental organizations. The software segment provides tax and financial planning software to accountants, lawyers, tax and financial planners, government agencies, corporations, and others. BNA’s ongoing success is dependent upon: the quality of its products and services; its highly trained and experienced employees; its key relationships with suppliers; and the customers’ need for ongoing information regarding changes and insights in legal, regulatory, tax, and business practices and trends.

In addition to ongoing efforts to improve and provide more product offerings and to operate more efficiently, BNA has been engaged in several multi-year strategic initiatives related to its major publishing activities.

Electronic products now make up 74more than 75 percent of the legal and regulatory subscription base. Their migration to a next- generation web platform is now complete. Having all BNA products on one robust platform creates the opportunity to create new bundled products, sell into new markets, and enhance existing product offerings with tools and applications that will attract new customers and better retain existing ones. In addition, subsidiary company products are being moved to the next generation web platform, improving corporate- wide efficiency and increasing our flexibility to combine and customize product offerings for new or more specialized markets.

BNA’s high quality, proprietary content remains a competitive strength. But the continued expansion and improvement of our web platform has enabled us to enhance the value of that content and improve the sustainability of our offerings. By concentrating on improving and exploiting our web platform, and on creating new functionalities and tools to work with our highly regarded content, BNA has moved beyond being a content provider and has positioned itself as a technologically adept provider of information solutions to professional markets. 15

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~~Pursuant~~BNA’s tohigh-quality, ~~this~~proprietary ~~strategy,~~content ~~early~~remains ~~this~~a ~~year,~~competitive ~~BNA~~strength. ~~acquired~~And the ~~remaining~~continued ~~interest~~expansion ~~that~~and itimprovement ~~did~~of ~~not~~our ~~already~~web ~~own~~platform inhas ~~Llesiant,~~enabled aus ~~software~~to ~~company~~enhance ~~that~~the ~~had~~value ~~been~~of ~~working~~that ~~with~~content ~~BNA~~and toimprove ~~create~~the ~~“BNA~~sustainability ~~Convergence”,~~of aour ~~new~~offerings. ~~search~~By ~~and~~concentrating ~~delivery~~on ~~tool~~improving ~~designed~~and ~~for~~exploiting ~~the~~our ~~legal~~web platform, and ~~corporate~~on ~~markets.~~creating ~~This~~ new ~~tool~~functionalities ~~allows~~and ~~law~~tools ~~firms~~ to ~~search~~work ~~all their BNA content along~~ with aour ~~large~~highly ~~collection~~regarded ~~of third-party~~ content, ~~using~~BNA ~~Llesiant’s~~has ~~taxonomy–based~~moved ~~search~~beyond ~~engine.~~being ~~Results~~a ~~can~~content beprovider ~~delivered~~and inhas anpositioned ~~increasing~~itself ~~variety~~as ofa ~~formats.~~technologically ~~Having~~adept ~~full~~provider ~~control~~ of ~~Llesiant~~information ~~gives~~solutions ~~BNA the ability~~ to ~~direct~~professional ~~the future development and enhancement of its technology to ensure that it best serves BNA’s strategic needs~~markets.

~~BNA’s~~Pursuant ~~market-leading~~to ~~news~~this ~~services~~strategy, ~~are~~early ~~also~~in ~~being continually improved~~2010, ~~with~~BNA aacquired ~~major~~the ~~upgrade~~remaining ~~affecting~~interest ~~all~~that ofit ~~our~~did ~~current~~not ~~awareness~~already ~~services~~own ~~released~~ in ~~the~~Llesiant, ~~first~~a ~~quarter~~software ofcompany ~~2010.~~that ~~This~~had ~~upgrade~~been ~~included~~working awith ~~new~~BNA ~~“Search~~to Mycreate “BNA Convergence”, ~~function~~a ~~that~~new ~~allows,~~search and delivery tool designed for the ~~first~~legal ~~time,~~and ~~subscribers~~corporate markets. This new tool allows law firms to search all oftheir ~~the~~ BNA ~~services~~content ~~they~~along ~~subscribe to~~ with a ~~single~~large collection of third-party content, using Llesiant’s taxonomy–based search engine. ~~Most~~Results ~~BNA~~can ~~notification~~be ~~services~~delivered ~~have~~in ~~now~~an ~~adopted~~increasing avariety ~~“continual~~of ~~publishing”~~formats. ~~model,~~Having ~~where~~full ~~news~~control ~~stories~~of ~~are~~Llesiant ~~posted~~gives ~~online~~BNA ~~throughout~~the ability to direct the ~~publication~~future ~~cycle,~~development ~~often~~and ~~minutes~~enhancement ~~after~~of ~~the~~its ~~news~~technology ~~breaks~~to ensure that it best serves BNA’s strategic needs.

~~Using all of~~ BNA’s ~~new~~market-leading ~~capabilities,~~news ~~the~~services ~~Company~~also ~~has~~are ~~successfully~~being ~~launched~~continually ~~the~~improved, ~~first~~with of a ~~series~~major upgrade affecting all of ~~“next~~our ~~generation”~~current ~~web~~awareness ~~libraries~~services ~~for~~released in the ~~legal~~first ~~market~~quarter of 2010. ~~These~~This ~~comprehensive~~upgrade included a new “~~Resource~~Search ~~Centers~~My BNA” ~~focus~~function onthat ~~specific~~allows ~~substantive~~subscribers, ~~practice~~for ~~areas~~the ~~and~~first ~~provide~~time, ~~subject~~to ~~matter~~search ~~experts~~all of the BNA services they subscribe to with a ~~one-stop~~single ~~resource~~command. ~~that~~Most ~~includes~~BNA ~~all~~notification ~~the~~services ~~primary~~have ~~and~~now ~~secondary~~adopted ~~information~~a continual publishing model, where news, ~~analysis,~~stories ~~and~~are ~~tools~~posted ~~needed~~online tothroughout ~~serve~~the ~~their~~publication ~~clients~~cycle, often minutes after the news breaks.

~~The~~Using ~~Labor~~all ~~and~~of ~~Employment~~BNA’s ~~Law~~new ~~Resource~~capabilities, ~~Center~~the ~~was~~Company ~~launched~~has ~~August,~~successfully ~~2010.~~launched ~~The~~the ~~product~~first ~~features~~of a ~~more~~series ~~convenient,~~of ~~user-friendly~~next ~~format~~generation ~~and~~web ~~integrates~~libraries ~~legal~~for ~~news~~the ~~products~~legal ~~with~~market. ~~existing~~These ~~Labor~~comprehensive ~~and~~Resource ~~Employment~~Centers ~~Law~~focus ~~Library~~on ~~research~~specific ~~tools.~~substantive ~~Customers~~practice ~~can~~areas ~~now~~and ~~search~~provide ~~across~~subject ~~all~~matter ~~relevant~~experts ~~databases, including: case law,~~ with ~~headnotes~~a ~~and~~one-stop ~~classification~~resource ~~outline~~that ~~searching;~~includes ~~law,~~all ~~regulations~~the primary and ~~agency~~secondary ~~documents;~~information, ~~editorial~~news, analysis, ~~BNA treatises,~~ and ~~practice~~ tools; ~~and~~needed ~~industry-leading~~to ~~news~~serve ~~services,~~their ~~including BNA’s Daily Labor Report~~clients.

~~The~~In ~~Intellectual~~an ~~Property~~effort ~~Law~~to ~~Resource~~leverage ~~Center~~BNA’s ~~was~~strong ~~launched~~tax ~~September~~brands, ~~2010.~~the ~~Utilizing~~Company has expanded its presence in the ~~same~~tax ~~design~~training ~~and~~business. In ~~functionality~~2008, asBNA ~~the~~International ~~other~~(BNAI) ~~resource~~acquired ~~centers~~European American Tax Institute (EATI), ~~this~~which ~~product~~provides ~~integrates~~professional ~~the~~training ~~Intellectual~~for ~~Property~~international ~~Library~~tax ~~with~~professionals. This ~~BNA~~business was integrated into BNAI, where it complements the Company’s ~~flagship~~growing ~~Patent,~~portfolio ~~Trademark~~of &services ~~Copyright~~for ~~Journal~~the international tax market. In mid-2009, ~~and~~BNA acquired the ~~World~~assets ~~Intellectual~~of ~~Property~~the ~~Report~~Council for International Tax Education, Inc. ~~The~~(CITE) ~~easy-to-use~~and ~~Resource~~the ~~Center~~Alliance ~~organizes~~for ~~its~~Tax, ~~contents~~Legal, ~~into~~and ~~four~~Accounting ~~unique~~Seminars ~~practice~~(ATLAS), ~~areas:~~both ~~Patent~~based ~~Law~~in White Plains, ~~Copyright~~New ~~Law~~York. The firms, ~~Trademark~~now &combined ~~Unfair~~and ~~Trade~~branded ~~Practice~~as ~~Law~~BNA CITE, ~~and~~are ~~Judicial~~leaders ~~Practice~~in the creation and ~~Procedure.~~delivery ~~Additional~~of ~~Resource~~international ~~Centers~~tax ineducation ~~additional~~for multinational companies, offering live instruction courses for legal ~~practice~~and ~~areas~~tax ~~are~~professionals ~~slated~~and tofinancial ~~launch~~executives. In ~~through~~early 2011, BNA launched the first of a planned library of e-learning products for tax professionals.

InBNA ~~the~~pursues ~~tax~~a ~~area~~web platform-neutral policy in its information content offerings, allowing customers to choose their format preference. BNA’'s ~~new~~products ~~Premier~~have ~~State~~been ~~Tax~~available ~~Library~~for ~~was~~transactional ~~launched~~access ~~September,~~on ~~2010~~the major legal online services—Lexis and Westlaw—for many years. ~~The~~BNA ~~library~~also ~~includes~~sells ~~new~~subscriptions ~~practitioner-written~~to ~~analysis,~~subject alibraries ~~state~~of ~~tax~~BNA ~~research~~content ~~digest~~on these networks, and ~~enhanced~~these ~~practice~~have ~~tools~~been very popular with major law firms and law schools. In addition, ~~including~~BNA ~~chart~~sells ~~builders~~subscriptions to its tax products on Thomson Reuters’ Checkpoint platform and Wolters Kluwer’s IntelliConnect platform. These networks and others, ain ~~new~~addition ~~monitor~~to BNA's own online platform, DVD’s and print products, provide customers with a ~~rate~~variety ~~finder~~of product delivery options.

In an effort to leverage BNA’s strong tax brands, the Company has expanded its presence in the tax training business. In 2008, BNA International (BNAI) acquired European American Tax Institute (EATI), which provides professional training for international tax professionals. This business was integrated into BNAI, where it complements the Company’s growing portfolio of services for the international tax market. In mid-2009, BNA acquired the assets of the Council for International Tax Education, Inc. (CITE) and the Alliance for Tax, Legal, and Accounting Seminars (ATLAS), both based in White Plains, New York. The firms (now combined and branded as BNA CITE) are leaders in the creation and delivery of international tax education for multinational companies, offering live instruction courses for legal and tax professionals and financial executives.16

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~~BNA~~The ~~pursues~~economic downturn that began in the second half of 2008 had a ~~web~~disproportionately ~~platform-neutral~~negative ~~policy~~effect inon ~~its~~several ~~information~~of ~~content~~BNA ~~offerings~~Subsidiaries, ~~allowing~~LLC’s ~~customers~~IOMA toand ~~choose~~Kennedy ~~their~~brand ~~format~~product ~~preference~~lines. Consequently, BNA Subsidiaries, LLC's ~~products~~management ~~have~~began ~~been~~conducting ~~available~~a ~~for~~comprehensive ~~transactional~~review ~~access~~of onits ~~the~~business ~~major~~operations ~~legal~~and ~~online~~strategic ~~services—Lexis~~alternatives, and ~~Westlaw—for~~in ~~many~~2009, ~~years.~~ BNA ~~also~~Subsidiaries, ~~sells~~LLC ~~subscriptions~~adopted and began to ~~subject~~implement ~~libraries~~a strategic restructuring plan. As part of this plan, BNA ~~content~~Subsidiaries, onLLC ~~these~~discontinued, ~~networks~~transferred, or sold several products and ~~these~~product ~~have~~lines ~~been~~in ~~very~~an ~~popular~~effort ~~with~~to ~~major~~create ~~law~~a ~~firms~~more focused and ~~law~~profitable ~~schools~~company that serves vertical industry markets with high quality information services. In ~~addition~~Further, BNA ~~sells~~Subsidiaries, ~~subscriptions~~LLC tomade ~~its~~numerous ~~tax~~facility ~~products~~and onemployment ~~Thomson~~changes ~~Reuters’~~in ~~Checkpoint~~New ~~platform~~Hampshire and ~~Wolters~~New ~~Kluwer~~Jersey, as a result of which, most of BNA Subsidiaries, LLC’s ~~IntelliConnect~~remaining ~~platform~~operating functions were consolidated in New Hampshire during 2010. ~~These~~ ~~networks~~Notwithstanding the implementation of the strategic restructuring plan, BNA Subsidiaries, LLC continued to experience financial losses and ~~others~~voluntarily filed a plan of reorganization under Chapter 11 of the Bankruptcy Code, in ~~addition~~the tofourth ~~BNA's~~quarter ~~own~~of ~~online~~2010. ~~platform~~On ~~and~~March ~~print~~30, ~~CD’s~~2011, ~~and~~BNA ~~DVD’s~~Subsidiaries, ~~provide~~LLC ~~customers~~emerged ~~with~~from Chapter 11 as a ~~variety~~wholly-owned ofsubsidiary, ~~product~~and ~~delivery~~was ~~options~~renamed Kennedy Information, LLC on that date.

~~The~~New ~~economic~~and ~~downturn~~renewal ~~that~~sales ~~began in the second half~~ of ~~2008~~our ~~had~~core ~~a disproportionately negative effect on several of BNA Subsidiaries, LLC’s IOMA and Kennedy brand product lines. Markets for~~ information ~~and~~services ~~meetings~~improved ~~for~~throughout ~~corporate~~2010 ~~recruiters,~~ and ~~publications of all types aimed at functional departments in corporations~~, ~~were~~as ~~particularly depressed. Consequently, BNA Subsidiaries, LLC's management began conducting~~ a ~~comprehensive review of its business operations and strategic alternatives~~result, ~~and in 2009,~~ BNA ~~Subsidiaries,~~entered ~~LLC adopted and began to implement a strategic restructuring plan. As part of~~ this ~~plan,~~year ~~BNA Subsidiaries, LLC has discontinued, transferred or sold several products and product lines in an effort to create a more focused and profitable company that serves vertical industry markets~~ with ~~high~~much ~~quality~~positive ~~information services~~momentum. In ~~Furthermore,~~the ~~BNA~~first ~~Subsidiaries,~~quarter ~~LLC~~of ~~made numerous facility and employment changes in New Hampshire and New Jersey~~2011, asthe avalue ~~result~~ of ~~which,~~all ~~most~~ of BNA ~~Subsidiaries, LLC~~’s ~~operating~~outstanding ~~functions~~subscriptions ~~will~~continued beto ~~consolidated in New Hampshire during 2010. Notwithstanding the implementation of the strategic restructuring plan~~grow, ~~BNA~~presaging ~~Subsidiaries,~~stronger ~~LLC~~subscription ~~continues~~revenue toas ~~experience financial losses and continues to incur expenses that are beyond its ability to self fund. Such operating losses have historically been funded by~~ the ~~parent~~year ~~company~~proceeds. ~~After the parent company informed~~ BNA’s ~~Subsidiaries,~~already ~~LLC~~healthy ~~that~~cash itposition ~~was~~improved noduring ~~longer~~the ~~willing to continue to fund BNA Subsidiaries~~quarter, ~~LLC~~and ~~operations~~early ~~with~~in ~~unsecured loans~~April, the ~~BNA~~company ~~Subsidiaries,~~paid ~~LLC~~off ~~Board of Directors decided to continue~~ the ~~reorganization~~last ~~by voluntarily filing for relief under Chapter 11~~ of ~~the~~its ~~Bankruptcy Code~~debt. ~~BNA~~The ~~Subsidiaries,~~strategy ~~LLC~~of ~~expects~~aggressive toinvestment ~~file~~in aproduct, ~~plan~~in ~~of reorganization~~infrastructure, ~~supported~~and byin ~~the~~people ~~parent~~will ~~company,~~continue inthroughout the ~~fourth~~year ~~quarter~~to ofensure ~~2010.~~that InBNA ~~the~~is ~~third~~well ~~quarter~~positioned ofto ~~2010,~~meet the ~~Company~~needs ~~recognized~~of arecovering ~~goodwill impairment loss, as discussed in Note 7~~markets.

As we face the task of continuing BNA’s success, external factors remain a major concern. The economic environment has improved in general, but key markets, such as large law firms, will continue to restore spending at a slow pace. In the second half of 2009, all of our primary markets stabilized, and in 2010, all are showing signs of recovery. Because of BNA’s subscription-based business model, market improvements are not immediately reflected in revenue.

A second significant factor affecting the business is the rapidly expanding expense related to BNA’s postretirement benefits obligations. Management took a number of major steps in 2009 and in early 2010 to address this issue in a way that would continue to provide BNA’s current retirees with superior benefits without endangering BNA’s future success. The beneficial effects of these changes have begun to be reflected in 2010’s financial performance.

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Results of Operations

Twelve weeks 2011 compared to twelve weeks 2010

Segment Information (in thousands of dollars)

	12 Weeks Ended						~~36 Weeks Ended~~
	9/11/2010 (a)			9/12/2009 (b)			9/11/2010 (a)			9/12/2009 (b)
	3/26/2011			3/27/2010
Revenues from external customers:
Publishing	$	62,026		$	62,248		$	185,851		$	189,316
LTR	$	58,050		$	59,040
Printing		4,507			4,325			14,422			14,897
SB		2,504			3,302
Software		6,851			6,331			21,764			19,892
Printing		4,834			4,770
Total	$	73,384		$	72,904		$	222,037		$	224,105
Software		7,771			7,645
Intersegment printing revenues	$	2,088		$	2,437		$	6,580		$	7,296
Total	$	73,159		$	74,757
Intersegment software revenues	$	557		$	575		$	1,681		$	1,714
Intersegment revenues:
Operating Profit:
SB	$	6		$	11
Publishing	$	5,028		$	(11,257	)	$	22,239		$	2,918
Printing	$	2,032		$	2,158
Printing		(362	)		(87	)		(588	)		277
Software	$	553		$	560
Software		2,449			1,511			8,324			5,824
Operating Profit (Loss):
Total	$	7,115		$	(9,833	)	$	29,975		$	9,019
LTR	$	9,474		$	7,363
SB		(348	)		(1,176	)
Printing		(237	)		(221	)
Software		3,666			2,988
Total	$	12,555		$	8,954

~~(a) Publishing operating profit includes a goodwill impairment of $6,634.~~17

(b) Publishing operating profit includes a goodwill impairment of $17,805.

Thirty-six weeks 2010 compared to thirty-six weeks 2009

BNA parent and Tax Management revenues are ahead of last year at the end of the third quarter, but that, along with growth in the software segment, was not enough to overcome revenue declines in other businesses. As a result, consolidated revenue still trails last year. Profits, however, remain well ahead of 2009.

For the first three quarters of 2010, consolidated revenues were $222.0 million, down 0.9 percent compared to 2009. Software segment revenues were up 8.5 percent, but publishing and printing segment revenues were both down. Consolidated operating expenses were down 10.8 percent compared to 2009 mainly due to lower postretirement benefit expenses and to a lower goodwill impairment expense. Net income was $16.7 million in 2010 compared to $6.8 million in 2009, and earnings per share were $.64 in 2010 versus $.25 in 2009.

Publishing segment revenues were down $3.5 million, or 1.8 percent compared to the prior year. BNA Parent and Tax Management subscription, training, and royalty revenues were up 2.4 percent in the first three quarters of 2010. Subscription revenue is improving, but was lower due to slower sales over the past year and due to the effect of one fewer calendar day in the first quarter (subscription revenue is recognized on a daily basis). Training and third party online royalty revenues were up, leading to the increase. BNA Books, BNA International, and BNA Subsidiaries, LLC revenues were all down. Beginning in 2010, certain Parent administrative expenses, primarily IT-related, are no longer being allocated and have resulted in a noticeable change in the makeup of reported operating expenses. However, in total, publishing operating expenses were down 12.3 percent due to lower staffing expenses, especially postretirement benefit plan expenses (see Note 8), and lower goodwill impairment expense ($6.6 million versus $17.8 million, respectively for 2010 and 2009). Operating profit increased to $22.2 million, from $2.9 million in 2009.

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~~Adverse~~For ~~business~~the ~~conditions~~first ~~resulting~~quarter ~~from~~2011 ~~the~~consolidated ~~economic~~revenues ~~downturn~~decreased ~~has~~2.1 ~~disproportionately~~percent. Software ~~impacted~~and ~~BNA~~outside ~~Subsidiaries~~printing segment revenues were up, ~~LLC~~but LTR publishing and SB publishing revenues were down. However, ~~leading~~consolidated tooperating ~~negative~~expenses ~~cash~~were ~~flows~~down ~~that~~7.9 ~~are~~percent, ~~expected~~leading to ~~continue~~a 40.2 ~~After~~percent ~~the~~increase ~~quarter~~in ~~ended,~~operating ~~BNA~~profit. ~~Subsidiaries,~~Net ~~LLC~~income ~~filed~~ for ~~relief~~the ~~under~~first ~~Chapter~~quarter 11 of ~~the~~2011 ~~Bankruptcy~~was ~~Code~~$8.2 ~~Related~~million compared to ~~the~~$6.2 ~~filing~~million in 2010, ~~the~~and ~~remaining~~earnings ~~goodwill~~per ~~was~~share ~~tested~~were ~~and~~$.32 ~~determined~~for tothe befirst ~~impaired,~~quarter ~~resulting~~of in2011 ~~its~~versus ~~writedown~~$.24 in 2010.

~~Printing~~LTR publishing segment revenues were down 5$1.40 million, or 1.7 percent compared to ~~2009~~the prior year. ~~Commercial~~BNA ~~sales~~Parent and Tax Management subscription, training, and royalty revenues were down 31.29 percent, mainly due to ~~lower~~the ~~print~~effect ~~volumes,~~of one less calendar day in the first quarter of 2011 (subscription revenue is recognized on a daily basis). BNA Books and ~~intersegment~~Llesiant revenues were up slightly and BNA International revenues were down 9slightly.8 ~~percent.~~ Operating expenses were down 16.50 percent, ~~reflecting~~due ~~aggressive~~to ~~steps~~lower ~~taken~~staffing toexpenses, ~~adjust~~especially postretirement benefit plan expenses to(see ~~lower~~Note ~~revenues~~5). ~~The~~Operating ~~operating~~profit ~~loss~~increased ~~was~~to $09.65 million in ~~the first three quarters of 2010~~2011, ~~compared~~from ~~to an operating profit of~~ $07.34 million in ~~2009~~2010.

~~Total~~The ~~revenues~~SB ~~for the software~~ segment ~~(which~~includes ~~combines~~ the operations of ~~STF~~BNA ~~Services~~Subsidiaries, ~~Corporation~~LLC, ~~and~~which ~~BNA~~emerged ~~Software,~~from aChapter ~~division~~11 ofbankruptcy ~~Tax~~on ~~Management~~March 30, ~~Inc~~2011.) ~~increased~~BNA ~~8.5~~Subsidiaries, ~~percent~~LLC, ~~compared~~was torenamed ~~2009~~Kennedy Information, ~~while~~LLC ~~expenses~~on ~~were~~that ~~down 4~~date.2 ~~percent. BNA~~Segment ~~Software~~ revenues ~~increased~~were 10$2.15 ~~percent~~million in the first ~~three~~quarter ~~quarters~~ of ~~2010~~2011, ~~operating expenses (especially postretirement benefits) were~~ down ~~4.1~~from ~~percent, and operating profit was~~ $63.23 million in ~~2010~~the ~~compared~~first toquarter ~~$3.9~~of ~~million~~2010, inprimarily ~~the~~because ~~same~~certain ~~period~~lines of ~~2009~~business have been sold or discontinued. ~~STF~~Operating ~~revenues~~expenses were updown ~~1.6~~36 percent and the operating ~~expenses~~loss ~~were~~was ~~down 4.5 percent~~$348,000 ~~leading~~in tothe afirst ~~9.0~~quarter ~~percent~~of ~~increase~~2011, incompared ~~operating~~to ~~profit.~~$1,176,000 ~~The~~for ~~total~~the ~~software~~same ~~segment’s~~period ~~operating~~of ~~profit~~2010. ~~increased~~2010 43expenses ~~percent~~included to $~~8.3~~769,000 ~~million~~of inrestructuring ~~2010~~expenses.

~~Investment~~Printing ~~income~~segment ~~increased,~~commercial ~~reflecting higher gains on~~ sales ofwere ~~securities~~up ~~but lower yields~~1. ~~Interest~~3 ~~expense~~percent, ~~was~~while ~~lower~~intersegment ~~due~~revenues towere ~~lower~~down ~~term~~5.8 ~~debt balances~~percent. ~~Other~~Operating ~~comprehensive~~expenses ~~income~~were ~~reflected~~up a1.6 ~~higher~~percent, ~~unrealized holding gain in 2010~~ and the ~~after-tax~~operating ~~change~~loss inincreased ~~the~~slightly, ~~postretirement~~from ~~benefit~~$221,000 ~~obligation~~in ~~related~~2010 to ~~the~~$237,000 ~~change~~ in ~~benefits as described in Note 8~~2011.

~~Twelve~~Total ~~weeks~~revenues for the software segment increased 1.5 percent compared to 2010, and expenses were down 10.7 percent. BNA Software revenues increased 3.7 percent in the first quarter of 2011. Operating expenses were down 10.4 percent, and operating profit was $2.6 million in 2011 compared to ~~twelve~~$1.9 ~~weeks~~million ~~2009~~ in the same period of 2010. STF revenues were down 5.8 percent, and operating expenses were down 11.8 percent, resulting in a slight decline in operating profit. The total software segment’s operating profit increased 22.7 percent to $3.7 million in the first quarter, 2011.

~~For~~Investment ~~the~~income ~~third~~declined ~~quarter~~due ~~only,~~to ~~consolidated~~lower ~~revenues~~yields ~~increased 0.7 percent. Publishing segment revenues were down 0.4 percent, reflecting improvements for BNA~~ and ~~TM,~~lower ~~but~~gains ~~declines~~on ~~for~~sales ~~the~~of ~~other publishing businesses~~securities. ~~Software segment revenues were up 7.3 percent, reflecting higher revenues for BNA Software, while printing segment revenues were down 2.5 percent.~~ ~~Operating~~Interest ~~expenses~~expense ~~benefited~~was ~~from~~ lower ~~postretirement~~due ~~benefit~~to ~~expenses and a~~ lower ~~goodwill~~term ~~impairment~~debt ~~writeoff and in total were down 20~~balances.~~0 percent.~~ The ~~Company~~company’s ~~recorded~~debt anwas ~~operating~~paid ~~profit~~off ~~of $7.1 million~~ in ~~the~~early ~~third~~April. Other ~~quarter~~comprehensive ofincome ~~2010~~reflected ~~compared to~~ a ~~$9.8~~higher ~~million~~unrealized ~~operating~~holding ~~loss~~gain in ~~2009.~~2011, ~~Earnings~~offset ~~(loss)~~by ~~per share for~~ the ~~quarter~~after-tax ~~were~~amortization ~~$.07~~of inthe ~~2010~~postretirement ~~and~~benefit $(obligation.~~22) in 2009.~~

Outlook

~~Better~~Lower subscription revenue in the first quarter of 2011 is primarily due to timing issues. As the year continues, that revenue should improve, reflecting the positive trends in new and renewal sales ~~and~~experienced ~~renewals~~in ~~for~~2010. The ~~BNA~~dramatic ~~and~~increase ~~Tax~~in ~~Management~~profits ~~subscription~~is ~~services~~also ~~are~~the ~~beginning~~result, toat beleast ~~reflected~~partially, of timing. Changes in ~~revenue~~postretirement ~~improvements~~benefits implemented in 2010, which lowered benefit expenses both last year and ~~that~~this ~~trend~~year, isdid ~~expected~~not totake ~~continue~~effect ~~through~~until late in the ~~fourth~~first quarter of 2010. ~~Software~~For ~~segment~~the ~~performance~~remainder of the year, benefit expense should ~~also~~be ~~remain~~more ~~strong~~comparable than it was in the first quarter. ~~Non-subscription~~For ~~products~~these reasons, ~~such~~in ascomparison ~~books,~~to ~~special~~last ~~reports~~year, ~~and~~revenue ~~conferences,~~should ~~remain~~improve ~~weak,~~as ~~and~~the ~~printing~~year progresses, while ~~disappointing,~~profits ~~seems~~from tothis ~~have~~point ~~stabilized. Markets~~on are ~~still~~expected ~~challenging~~to be better, but ~~slow~~closer ~~improvement~~to, is2010 ~~expected~~results.

Profit comparisons are very favorable compared to last year and will continue to be as far as the beneficial effect of changes made early in the year to the Company’s postretirement benefits and improving revenue trends are reflected in results. 18

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Financial Position

~~Cash~~First ~~operating~~quarter, ~~expenditures~~2011 revenues were ~~down 5.8 percent~~lower, but consolidated customer cash receipts ~~were~~improved up 3.87 percent, ~~leading~~mainly ~~cash~~due ~~provided~~to ~~from~~higher ~~operating~~Book ~~activities~~division collections (related to ~~increase~~strong 73year-end ~~percent~~2010 insales when compared to the ~~first~~prior ~~three~~year). ~~quarters~~Operating expenditures were slightly lower than the same period of 2010, towhich had included a $~~47.9~~2 million. ~~Cash~~pension ~~used~~plan incontribution, ~~investing~~leading cash provided from operating activities ~~was~~to increase 19.4 percent to $519.70 million. Cash ~~Purchase~~used ofin ~~other~~investing ~~long-term~~activities ~~investments~~was ~~amounted to~~ $0.6.9 million,. ~~net~~Net capital expenditures were $20.38 million, and net cash used ~~for~~in securities investments totaled $26.81 million. Cash ~~used~~provided inby financing activities netted to $170.5 million. Capital stock repurchases were $142.87 million, and receipts for sales of capital stock to employees totaled $~~5.8 million. Debt principal repayments amounted to $~~3.02 million ~~and the Company paid cash dividends of $5~~.~~5 million.~~

With ~~over~~nearly $~~147~~151 million in cash and investment portfolios, the financial position and liquidity of the Company remains very strong. The cash flows from operations, along with existing financial reserves and proceeds from the sales of capital stock, have been sufficient in past years to meet all operational needs, new product introductions, debt repayments, pension contributions, most capital expenditures, and, in addition, provide funds for dividend payments and the repurchase of stock tendered by shareholders. Should more funding become necessary or desirable in the future, the Company believes that it has sufficient additional debt capacity based on its operating cash flows.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in market risk since December 31, ~~2009~~2010.

Item 4T4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on this evaluation, the CEO and CFO have found such controls to be effective as of ~~September~~March 1126, ~~2010~~ 2011 to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods required by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~September~~March 1126, ~~2010~~2011 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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PART II Other Information

Item 1.

Legal Proceedings

There were no material legal proceedings.

Item 1A.

Risk Factors

There were no material changes from the risk factors as previously disclosed in Item 1A of Part I of the Company’s ~~2009~~2010 Annual Report on Form 10-K.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the twelve weeks ended ~~September~~March 1126, ~~2010~~2011, the Company purchased shares of its common stock, as noted in the table below. The Company is not engaged in share repurchases related to a publicly announced plan or program.

Four-week Period	Total Number of Shares Purchased	Average Price Paid per Share
June 20, 2010-July 17, 2010	32,462	$16.00
January 1, 2011-January 29, 2011	40,653	$16.50
July 18, 2010-August 14, 2010	49,274	$16.00
January 30, 2011-February 26, 2011	88,824	$16.50
August 15, 2010-September 11, 2010	28,573	$16.00
February 27, 2011-March 26, 2011	31,791	$16.92

Item 3.

Defaults Upon Senior Securities

There were no defaults upon senior securities.

Item 4.

(Removed and Reserved)

Item 5.

Other Information

No other information is presented herein.

Item 6.

Exhibits

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.

31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.

32	Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.

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SIGNATURES

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

	The Bureau of National Affairs, Inc.
	Registrant

October 22, 2010		s/Paul N. Wojcik
May 5, 2011		s/Paul N. Wojcik
Date		Paul N. Wojcik
		Chairman and Chief Executive Officer

October 22, 2010		s/Robert P. Ambrosini
May 5, 2011		s/Robert P. Ambrosini
Date		Robert P. Ambrosini
		Vice President and Chief Financial Officer

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