UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

(X)	ANNUAL 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 fiscal year ended December 31, 2009	Commission file number 2-28286
For the fiscal year ended December 31, 2010	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)

Securities Registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Class A common stock, $1.00 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes oNo x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the 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, and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

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.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x

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 Act). Yes o No x

As of June 2019, ~~2009~~2010, the last business day of the Registrant’s most recently completed second fiscal quarter, the Company’s common stock was not listed on any exchange or over-the-counter market. The number of shares outstanding of each of the registrant's classes of common stock, as of February 2726, ~~2010~~2011 was 10,~~651~~030,~~053~~ 239 Class A common shares, 15,~~466~~291,~~598~~110 Class B common shares, and 6,450 Class C common shares.

FORWARD -LOOKING STATEMENTS

This Annual Report contains and incorporates by reference 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,” ~~and~~ “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.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's definitive Proxy Statement, to be filed with the SEC on or about March 2625, 2010, are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS
.		Page No.
	PART I.
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Removed and Reserved	10
	PART II.
Item 5.	Market for the Registrant's Common Equity, Related Stockholder
	Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	13
Item 7.	Management's Discussion and Analysis of Financial Condition and
	Results of Operations	14
Item7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes in and Disagreements with Accountants on Accounting
	and Financial Disclosure	5455
Item 9A(T).	Controls and Procedures	54
Item 9A.	Controls and Procedures	55
Item 9B.	Other Information	5455
	PART III.
Item 10.	Directors and Executive Officers, and Corporate Governance	5556
Item 11.	Executive Compensation	5657
Item 12.	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters	5657
Item 13.	Certain Relationships and Related Transactions,
	and Director Independence	5657
Item 14.	Principal Accountant Fees and Services	5658
	PART IV.
Item 15.	Exhibits and Financial Statement Schedule	5758
Signatures		5960
Exhibit Index		6061

2Table of Contents

PART I

Item 1.

Business

General Development of Business and Narrative Description of Business

Business of BNA and Subsidiary Companies

The Bureau of National Affairs, Inc. (BNA or "“the Company"), is a leading publisher of legal and regulatory information. BNA was founded in 1929, and was incorporated in its present form as an employee-owned company in 1946. BNA is independent, for profit, and is the oldest fully employee-owned company in the United States.

BNA operates in the publishing, printing, and software industries. Publishing is composed of two segments: Legal, Tax, & Regulatory (LTR) and Specialized Business (SB). Both the LTR and SB publishing operations consist of the production and marketing of information products in print and electronic form. Printing operations consist of printing services to internal and commercial customers. Software operations consist of the production and marketing of software programs and interactive electronic forms.

BNA and its LTR publishing subsidiary ~~companies~~company, Tax Management Inc. ~~and BNA Subsidiaries~~, ~~LLC,~~ provide legal, ~~regulatory~~tax, and ~~general~~regulatory ~~business advisory~~ information in labor, economic, tax, health care, environment and safety, ~~consulting,~~ and other markets to business, professional, and academic users. They prepare, publish, and market subscription information products in print, compact disc, and online formats, books, ~~magazines~~conferences, and ~~research and advisory reports, and hold conferences and conduct~~ professional training.

Sales are made principally in the United States through field sales representatives who are supported by direct mail, space advertising, and telemarketing. Customers include lawyers, accountants, business executives, human resource professionals, health care administrative professionals, ~~consultants,~~ labor unions, trade associations, educational institutions, government agencies, and libraries.

The Company delivers its electronic products via the web, e-mail, and through online services such as LexisNexis and Westlaw.

BNA International Inc. publishes international tax and legal information in print and electronic formats, holds conferences, conducts professional training, and is BNA's sales agent outside of North America for its U.S. products.

BNA ~~Software~~Subsidiaries, ~~a division of Tax Management Inc.~~LLC, ~~develops~~BNA’s ~~and~~specialized ~~markets~~business ~~tax,~~publishing ~~financial~~subsidiary ~~planning~~company, ~~and~~ ~~fixed~~produces ~~asset management software. Sales are made to accountants, lawyers, tax~~ and ~~financial~~sells ~~planners,~~general ~~corporations,~~business ~~government~~advisory ~~agencies~~information, ~~and others. The~~market ~~products are marketed through numerous channels including direct mail~~research, ~~e-mail, the web,~~ and ~~space~~pricing ~~advertising. Products~~information ~~are sold~~for ~~through~~ the ~~division’s dedicated sales representatives~~consultant, ~~field representatives~~medical ~~of BNA~~laboratory, and ~~approved~~agricultural ~~resellers~~industries. STF Services Corporation, a subsidiary company, converts government-approved forms into interactive electronic forms that are marketed directly to end users through BNA Software and licensed to publishers, including BNA and Tax Management, for resale.

~~The~~BNA ~~McArdle Printing Co.~~Software, a division of Tax Management Inc., ~~(McArdle)~~develops and markets income tax, ~~provides~~tax ~~printing~~planning, ~~services~~and tofixed ~~mid-Atlantic~~asset ~~area customers~~management software. Sales ~~Its~~are ~~customers~~made ~~include~~to ~~publishers~~accountants, ~~trade~~lawyers, ~~associations~~tax professionals, ~~professional societies~~corporations, ~~other~~government ~~non~~agencies, and others. The products are marketed through numerous channels including direct mail, e-~~profit~~mail, ~~organizations~~the web, ~~financial~~and ~~institutions~~space advertising, and ~~governmental~~ sold ~~organizations.~~through ~~Approximately~~the 31division’s ~~percent~~dedicated sales representatives, sales representatives of ~~its~~BNA, ~~business~~and isapproved ~~derived from~~resellers. STF ~~the~~Services Corporation (STF), a subsidiary company, converts government-approved forms into interactive electronic forms that are marketed directly to end users through BNA ~~publishing~~Software ~~companies~~and licensed to publishers, including BNA and Tax Management, for resale.

Continued

Table of Contents

~~Publishing~~The ~~of legal,~~McArdle ~~regulatory,~~Printing ~~and business advisory information is very competitive~~Co., ~~Some of the Company’s publishing competitors are much larger and have greater resources~~Inc. ~~The~~(McArdle), ~~internet~~ provides ~~ready~~printing ~~access~~services to ~~business~~mid-Atlantic ~~information~~area ~~made available~~customers. byIts ~~direct~~customers ~~and~~include ~~indirect~~publishers, ~~commercial~~trade ~~competitors~~associations, ~~and~~educational ~~government~~institutions, ~~agencies. The~~non-profit ~~Company~~organizations, ~~produces~~financial ~~value-added~~institutions, ~~information~~ and ~~competes~~governmental onorganizations. Approximately ~~the~~28 ~~basis~~percent of ~~quality,~~ ~~comprehensiveness,~~its ~~timeliness,~~business ~~product~~is ~~line~~derived ~~breadth,~~from ~~brand~~the ~~reputation, variety~~BNA ofpublishing ~~format offerings, price, and customer service~~companies.

~~BNA~~Publishing ~~Software competes~~of ~~with~~legal, atax, ~~number~~and regulatory information and specialized business information is very competitive. Some of ~~tax~~the ~~compliance,~~Company’s ~~financial~~publishing ~~planning,~~competitors ~~and~~are ~~fixed~~much ~~asset management~~larger ~~software~~and ~~providers~~have greater resources. ~~STF~~ ~~competes~~The ~~with~~internet ~~the~~provides ~~leading~~ready ~~tax research~~access ~~publishers,~~to ~~tax~~business ~~compliance~~information ~~software~~made ~~vendors,~~available by direct and indirect commercial competitors and government agencies. ~~Both~~ ~~software~~The ~~entities~~Company ~~compete~~produces value-added information and competes on the basis of ~~product features~~quality, ~~and functions~~uniqueness, ~~quality and reliability~~comprehensiveness, timeliness, of product ~~updates, ease~~line ~~of use~~breadth, brand ~~recognition~~reputation, ~~customer~~variety ~~support~~of format offerings, price, and ~~price~~customer service.

~~McArdle~~BNA Software competes with a number of ~~commercial~~tax compliance and ~~financial~~planning ~~printers~~and ~~for~~fixed 69asset ~~percent~~management ofsoftware ~~its business~~providers. STF ~~McArdle~~ competes with the leading tax research publishers, tax compliance software vendors, and government agencies. Both software entities compete on the basis of ~~the~~product ~~breadth~~features ofand ~~its~~functions, ~~print~~quality ~~capabilities~~ and ~~related~~reliability, ~~services~~timeliness of product updates, ~~price~~ease of use, ~~and~~brand recognition, customer ~~service~~support, and price.

McArdle competes with a number of commercial and financial printers for 72 percent of its business. McArdle competes on the basis of the breadth of its print capabilities and related services, price, and customer service.

The Company’s financial reporting is based on thirteen four-week periods. Operating results are not overly influenced by seasonality, but quarterly results are typically much stronger in the fourth quarter because three periods are in each of the first three fiscal quarters and four periods are in the fourth fiscal quarter.

The number of employees of BNA and its subsidiary companies was 1,~~638~~506 on December 31, ~~2009~~2010. Approximately ~~927~~864 of our employees are subject to collective bargaining agreements. We believe our relations with our employees are good. As of December 31, ~~2009~~2010, ~~798~~130 of the Company’s McArdle Printing Co., Inc. employees were covered by two collective bargaining agreements that ~~expired~~will expire in 2011, ~~February 2010. Subsequently~~one on March 10 (covering approximately 90 employees), athe ~~new~~other on April 30, 2011 (covering the remainder). Contract negotiations are ongoing and no interruption of our business is expected. A collective bargaining agreement ~~was~~is ~~reached~~in place at the Parent that ~~expires~~will expire in 2013. ~~Bargaining~~BNA ~~agreements~~stock ~~covering~~may ~~approximately~~be ~~129~~purchased only by active employees ~~of The McArdle~~and ~~Printing~~may Cobe held only by employees and retirees or by their heirs. Form 10-K annual reports and proxy statements filed with the Securities and Exchange Commission (SEC) are available to the general public on BNA’s corporate website, ~~Inc~~www.bna.com. The ~~will~~Company ~~expire~~provides inpaper ~~2011~~copies of filings to stockholders upon request, free of charge.

BNA stock may be purchased only by active employees and may be held only by employees and former employees or by their heirs. Form 10-K annual reports and proxy statements filed with the Securities and Exchange Commission (SEC) are available to the general public on BNA’s corporate website, www.bna.com. The Company provides paper copies of filings to stockholders upon request, free of charge.

Descriptions of the parent and subsidiary companies’ operations follow.

Legal, Tax, & Regulatory Publishing ~~segment~~ Segment

Parent Company

~~The~~BNA’s Legal and Business Publishing Group launched ~~three~~a ~~new~~series ~~services~~of innew ~~2009. Infrastructure~~practice ~~Investment~~area &platforms ~~Policy~~for ~~Report~~its ~~began publishing in March, just two weeks after President Obama signed into~~ law anfirm ~~economic~~and ~~stimulus package~~corporate ~~that~~markets. ~~contained~~These ~~$150 billion in~~ new ~~federal~~“Resource ~~infrastructure~~Centers” ~~spending,~~are ~~and at~~an ~~just~~evolution ~~the right time to offer critical information to help attorneys and their clients take advantage~~ of ~~the program'~~BNA’s ~~new~~practice ~~contracting~~area ~~opportunities. Health IT Law & Industry Report~~libraries, ~~launched in October, reports~~ onlinking ~~federal~~ and ~~state~~integrating ~~actions~~for ~~related~~the tofirst ~~implementing~~time ~~and maintaining~~all ~~electronic~~of ~~health care and medical records that can be shared securely throughout~~ the ~~U.S.~~news ~~health care system,~~ and onreference ~~their~~content ~~business~~available ~~impact and~~for ~~legal~~each ~~implications.~~of ~~Both~~its ~~publications~~core ~~are~~verticals ~~web-only~~in ~~dailies~~an ~~with~~intuitive ~~a weekly pdf issue. International Trade Library integrates into one web collection three established~~ and ~~well-respected~~ ~~BNA~~attractive ~~publications on U~~interface.S. ~~trade~~Resource ~~law~~Centers ~~and~~offer ~~import~~efficiencies ~~and~~such ~~export procedures—International Trade~~as ~~Reporter~~topical ~~Decisions,~~searching ~~Import Reference Guide, and Export Reference Guide—bringing together full text~~ of ~~judicial~~vertical ~~decisions affecting~~content ~~U.S.~~for ~~trade~~end ~~law and policy~~users, ~~legal analysis~~ and ~~guidance~~cross onsearching ~~the~~of ~~U.S. import~~all ~~process~~products ~~and~~subscribed ~~customs regulations, and market-specific data on exporting~~ to ~~more~~ ~~than~~by ~~200~~a ~~countries to create one essential source of international trade and business information~~customer.

~~For~~Table ~~the Human Resources & Payroll Publishing Group, the market acceptance~~ of International HR Decision Support Network, which was launched in late December 2008, was the highlight of 2009. It experienced the best-selling start of our Decision Support Network (DSN) line of products. It is also the first to offer “vertical search,” which allows subscribers to search content produced by BNA and from vetted, approved outside sources. Since the search focuses solely on international human resources, it yields vastly superior results than are found on popular search engines such as Google and Yahoo.Contents

~~Given~~The ~~this~~first ~~success~~such Center, ~~and~~ ~~based~~Labor on& ~~market~~Employment ~~feedback~~Law ~~from~~Resource ~~customers~~Center, ~~prospects~~was launched on August 30, ~~and~~2010, followed one month later by the ~~field~~Intellectual ~~sales force~~Property Law Resource Center. In December 2010, the ~~group~~Telecommunications isLaw ~~researching~~Resource Center was released. The latter Resource Center was a result of the ~~development~~integration of ~~additional~~Pike ~~DSN~~& Fischer products in from BNA Subsidiaries, LLC, into the parent company, a major 2010 effort.

InA annumber ~~effort~~of ~~to bring~~additional toResource ~~market~~Centers ~~more workflow solution tools, which~~ are ~~integrated~~currently ~~into~~in ~~an HR manager’s daily routine~~development, ~~the~~with ~~group~~Internet ~~identified~~Law and ~~entered~~Healthcare ~~into~~Law ~~strategic partnerships~~Resource ~~with~~Centers ~~two~~scheduled ~~outside~~for ~~firms,~~launch ~~and~~in isthe ~~working~~first onhalf ~~developing~~of ~~two~~2011. ~~more~~The ~~such tools~~rolling ~~internally.~~out ~~One~~of ~~agreement~~new ~~would~~Resource ~~provide~~Centers ~~our~~will ~~customers~~continue ~~with~~through ~~access~~2011 ~~to competitive~~and ~~salary~~2012, ~~data~~until onall aof ~~transactional~~our ~~basis,~~core ~~filling~~practice aareas ~~gap~~have inbeen ~~content coverage~~incorporated ~~and~~into ~~providing~~this a new ~~revenue stream~~model. ~~The~~ ~~second~~Efforts ~~agreement~~are ~~is a~~already ~~joint~~underway ~~venture~~ to provide ~~online~~new ~~training~~enhancements ~~courses~~to ~~sold~~each ~~individually or bundled into larger, corporate-wide purchases~~Center.

~~The~~Legal ~~Environment, Health~~and &Business ~~Safety~~ Publishing ~~Group~~also ~~(EHS)~~launched ~~posted~~a new ~~sales~~feature, inBNA ~~2009~~Insights, ~~that~~which ~~were virtually~~has ~~identical~~reaffirmed to“thought ~~the~~leadership” ~~prior~~as ~~year,~~a ~~despite~~core ~~weakness~~attribute inof ~~the~~BNA’s ~~corporate market~~brand. ~~The~~ ~~group~~Written ~~has~~by ~~markedly~~outside ~~stepped~~practitioners, upBNA ~~development~~Insights ~~work,~~provide ~~and~~expert ~~has~~analysis ~~focused~~ on ~~the formation~~issues ofcentral ~~strategic~~to ~~alliances~~the ~~with~~everyday ~~outside~~practice ~~partners,~~of onour ~~new~~customers, ~~products~~ and ~~product~~ ~~enhancements. Further,~~are ~~there~~regularly ~~has~~featured ~~been~~in aalmost ~~recent~~all ~~surge~~ of ~~market~~ ~~activity~~our ~~due~~news toproducts ~~increased~~and ~~enforcement~~Resource ~~action,~~Centers. ~~both~~BNA ~~domestically~~Video ~~and internationally~~Insights, ~~which~~also ~~should~~contributed ~~yield~~by aleading ~~fertile~~outside ~~environment~~experts, ~~for~~are ~~these efforts~~exclusively found on BNA’s Resource Centers.

The ~~migration~~new ~~of the~~healthcare ~~entire~~law ~~EHS~~resulted ~~product~~in ~~line~~an opportunity to ~~BWD~~relaunch ~~was~~and ~~completed~~rename inour ~~2009,~~existing ~~with~~Health ~~Environment~~ Plan & ~~Safety~~Provider ~~Library~~Report ~~becoming~~as ~~available on~~ the ~~platform~~web-only inHealth ~~October~~Insurance Report. The ~~potential~~ ~~and~~relaunched ~~flexibility~~product ~~made~~expanded ~~possible~~coverage byto ~~this~~include ~~move~~more ~~was~~articles ~~quickly~~on ~~exploited,~~health ~~with Green Incentives~~insurance ~~Navigator~~regulation ~~Library,~~at athe ~~new~~federal ~~offering~~and ~~from~~state ~~Tax~~level ~~Management,~~as ~~being added~~well toas ~~this~~continuing ~~product,~~its ~~along~~traditional ~~with~~coverage ~~a state & federal custom Chart Builder. Both~~ of ~~these represent upsell opportunities for existing subscribers~~legal, ~~and will help to attract new customers. Further~~regulatory, ~~the safety guide, safety cases,~~ and ~~other~~ ~~OSHR~~industry ~~reference~~developments ~~files~~affecting ~~were~~managed ~~added~~care ~~to the Labor~~ and ~~Employment~~health ~~Law~~insurance ~~Library; this ability to readily share content amongst BNA products was not possible prior to migration~~companies.

~~EHS Decision~~For ~~Support Network, based on~~ the ~~line~~Human ofResources ~~successful~~& ~~HR Decision~~Payroll ~~Support~~Publishing ~~Network products~~Group, ~~is scheduled to launch in the second quarter of~~ 2010~~. The~~ ~~audioconference~~was ~~program,~~highlighted ~~which~~by ~~commenced~~improvements in ~~the third~~each ~~quarter~~ of ~~2009,~~our ~~with~~critical ~~two~~financial ~~live~~metrics: ~~events~~revenue, ~~per~~renewal ~~month~~factor, ~~will~~new ~~provide~~sales, aand ~~sizeable library~~contribution ofmargin ~~conferences~~and ~~available~~by onthe ~~demand~~integration atof ~~launch.~~IOMA’s ~~Other~~Human ~~components~~Resources ~~will include~~and ~~the~~Payroll ~~2010 EHS~~product ~~Benchmarks~~lines ~~Report,~~from ~~special~~BNA ~~reports and white papers~~Subsidiaries, ~~quarterly reviews~~LLC, ~~and~~into ~~custom~~the ~~research answers~~parent.

~~One~~Due ofto the ~~highlights~~size ofand ~~2009~~scope ~~was the recognition~~ of ~~World Climate~~the ~~Change~~project, ~~Report by~~ the ~~United~~migration ~~Nations as one~~ of the ~~top~~IOMA ~~three~~product ~~media outlets,~~lines ~~along~~was ~~with~~the APfocus ~~and~~of ~~Reuters,~~the infirst ~~connection~~half ~~with~~of ~~its~~the ~~Climate Change Conference in Copenhagen in December 2009~~year. ~~Selection~~It was ~~based~~a ~~on objective~~huge ~~criteria~~undertaking, ~~including~~involving ~~breadth~~six ~~and~~newsletters, ~~depth~~a ofprint ~~coverage~~reference ofservice, ~~negotiations~~15 ~~and climate-related~~annual ~~news. BNA~~surveys/reports, ~~produced~~and a60 ~~video~~webinars, ~~which~~and ~~was~~requiring ~~shown in~~ the ~~United~~ ~~Nations~~efforts ~~booth~~of ~~during~~a ~~the~~large ~~conference;~~number itof ~~features various~~ BNA employees ~~and~~ ~~explains~~across ~~how~~the ~~BNA is using information and communications technology to cover climate change issues~~company.

In the fall, HRPD staged its first-ever live event, also under the IOMA brand, which was deemed a success by both attendees and presenters alike. The “2011 Compensation Strategies Conference” was held at the National Press Club in September 2010. Based on this experience, a more extensive program of at least three events is planned for 2011, promoted under the BNA ~~Books~~ brand.

~~The~~After ~~division~~completion ~~published~~of 66the ~~titles~~IOMA ~~in 2009. Some~~migration, ~~major~~the ~~titles~~focus ~~were~~of ~~pushed~~developmental ~~into~~efforts ~~2010~~then ~~because~~moved ofto ~~delays getting~~HR ~~manuscripts~~Resource inCenter, ~~from~~which ~~authors~~consolidates ~~due~~our tothree ~~tough~~Library ~~economic~~products ~~times~~and ~~for~~three ~~law firms. New~~Decision ~~titles~~Support ~~included~~Network ~~American Factoring Law~~products, ~~Anatomy~~along ofwith aHuman ~~Patent~~Resources ~~Case~~Report, ~~Copyright~~into ~~Deskbook~~a single, ~~Drafting~~integrated ~~and Enforcing~~website. ~~Covenants~~This ~~Not~~gives tosubscribers ~~Compete~~a true, ~~Global~~one-stop ~~Employee~~shop ~~Privacy~~for ~~and~~all ~~Data~~of ~~Security Law,~~their ~~and~~payroll ~~Uniformed Services Employment~~ and ~~Reemployment~~human ~~Rights~~resources ~~Act (USERRA). Best-~~needs, ~~selling~~including ~~titles~~a ~~included~~single ~~new~~search ~~editions~~to offind ~~Patents and~~content ~~the~~across ~~Federal~~all ~~Circuit,~~of ~~Privacy~~their inHRPD ~~Employment Law, Employee Duty of Loyalty:~~products. AIt ~~State-by-State~~was ~~Survey,~~introduced ~~Patent~~at ~~Prosecution:~~the ~~Law~~National ~~and Practice,~~Sales ~~and ERISA: The~~Meeting ~~Law~~in ~~and~~March ~~the Code~~2011.

Finally, the development of workflow solution tools, both as stand-alone products and additions to existing ones, was a top priority. State Chart Builder, which allows subscribers to build custom charts utilizing user-selected criteria, was launched in November 2010 as part of Payroll Library and Payroll Decision Support Network. It will also become available on the other Libraries and Decision Support Networks when HR Resource Center is launched. In addition, HR Strategic Plan Builder is in the final testing phases, currently being shown to a select group of customers, as it is readied for launch in Spring. This is an innovative software tool which enables users to assess, formulate, and prioritize strategic goals and create an actionable strategic plan for HR departments.

Table of Contents

2010 was a turnaround year for the Environment, Health & Safety Publishing Group (EHS). EHS improved its contribution margin by a substantial amount over 2009. Further, there were substantial increases in revenue, new sales, and renewal factor over the previous year. Coupled with a significant number of new product launches in 2010, and more scheduled for the upcoming year, the outlook for the future is very positive as the division looks forward to continuing this momentum throughout 2011 and beyond.

EHS RegTracker, an innovative workflow solution tool that allows subscribers to review, track, and collaborate with colleagues on regulatory developments and obligations, was launched in October 2010. This product has been positively received by both the market and sales team, with a number of new contracts signed recently. This product signifies an important, strategic evolution in our product offerings, as RegTracker leverages technology to enrich and add value to our high-quality content.

BNA Global Auditor debuted in May 2010; this is an international version of BNA Auditor, which has been one of our top-selling products over the past two years. It is a health and safety compliance auditing tool that combines regularly updated international content from over 100 jurisdictions with concise, expert guidance and ease of use.

Modeled after the successful Decision Support Network (DSN) line of HR products, the division launched EHS Decision Support Network in July 2010. It is the first DSN product built on BNA’s web platform, allowing it to be seamlessly integrated into Environment & Safety Library. It includes two live webinars each month, along with an extensive back catalog of past webinars available for download, custom research answers, white papers, and special reports such as the EHS Benchmarks Report.

Finally, there is ongoing development work on a number of new product offerings and enhancements that will be introduced in 2011.

BNA Books

BNA Books built on its reputation as the preeminent treatise publisher in the industry with 66 titles published in 2010, including supplements to main volumes, new editions, and new titles. The division’s revenues and contribution margin showed significant improvements over 2009.

Tax Management Services (TM)

~~2009~~Tax ~~was~~Management ~~another~~Services ~~successful~~produced ~~year~~record ~~for the~~revenue ~~Tax~~and ~~Management~~operating ~~publishing~~profit ~~services~~in 2010. ~~The~~And, ~~continued~~for ~~strength~~the offifth ~~the flagship~~year ~~portfolio~~in ~~products~~a row, ~~combined~~TM ~~with~~improved ~~new~~its ~~activities,~~already ~~drove~~healthy anoperating ~~increase in revenue~~margin. ~~And,~~Revenue ~~while~~was ~~investing~~boosted inby ~~the~~both ~~business~~improved toretention ~~drive~~of ~~future~~existing ~~growth, careful~~subscription ~~cost~~customers ~~control~~and ~~improved~~by ~~the~~increased ~~already~~sales ~~healthy~~to ~~profit~~new ~~margin~~customers, ~~for~~as ~~the~~well ~~fourth year~~as innew arevenue ~~row~~streams from training and content licensing.

~~Existing~~In ~~products were enhanced in 2009~~2010, ~~including~~product ~~expanded~~offerings ~~content~~ for ~~the~~state ~~State Portfolios Library~~ and ainternational ~~new~~taxation ~~collection~~were ofboth ~~client~~significantly ~~development letters for the federal tax services~~improved. ~~Client~~State ~~explanatory~~content ~~letters~~was ~~have~~enhanced ~~long~~with ~~been~~ a ~~popular~~ ~~feature,~~major ~~providing~~addition ~~subscribers~~of ~~with~~sales ~~sample~~and ~~letters~~use ~~that~~tax ~~can be used to answer client questions~~coverage. ~~The~~BNA ~~new~~now ~~collection~~offers ~~helps~~two ~~practitioners generate~~product ~~additional revenue by reaching out to prospective clients.~~versions: ~~Expertly~~the ~~written~~Core inState anTax ~~engaging~~Library ~~style,~~ (the ~~letters~~legacy ~~provide recipients~~product) ~~with~~and ~~valuable~~a ~~topical~~new, ~~information~~higher ~~and~~value aPremier ~~call~~State toTax ~~action~~Library to(Core, ~~contact~~plus ~~the sender~~new ~~for~~sales aand ~~consultation~~use content).

~~Tax~~Similarly, ~~Management~~international ~~launched~~tax ~~an innovative~~content ~~new~~from ~~service~~both inTM ~~the~~Services ~~fourth quarter, Green Incentives Navigator Library. The product helps corporations~~ and ~~their~~BNA ~~advisors~~International ~~research,~~were ~~communicate~~reconfigured and ~~keep~~integrated ~~abreast~~on ~~of federal~~BNA’s ~~and~~web ~~state~~platform ~~incentives~~as ~~(both~~a ~~tax~~Core ~~and~~International ~~non-tax~~Tax ~~incentives)~~Library ~~aimed at encouraging the use of renewable energy~~ and ~~promoting~~Premier ~~conservation.~~International ~~This~~Tax Library ~~includes~~. ~~the~~These ~~Green~~Libraries ~~Incentives~~are ~~Navigator~~generating ~~(which~~sales ~~provides~~to anew ~~detailed~~subscribers ~~explanation of~~as ~~each~~well ~~incentive),~~as aencouraging ~~chart~~standalone-~~builder~~product ~~tool~~subscribers (to ~~create~~upgrade ~~customized charts for user-selected jurisdictions and incentive types), the Green Incentives Monitor (which tracks developments and offers perspective), and instant access~~ to ~~relevant~~ ~~source~~an ~~documents. It~~integrated issuite ~~available~~of onpublications ~~both the BNA Tax~~ and ~~Accounting Center and the Environment & Safety Library~~tools.

~~Other~~Training ~~notable~~revenue ~~developments~~grew from both distance-learning webinars and live, in-person ~~2009 include:~~events. The live training business has been particularly affected by constrained corporate travel and training budgets, but over the course of 2010, the market improved. Attendees per event, and revenue per attendee, both climbed as the year progressed.

· TM significantly upgraded electronic marketing efforts, including a revamped marketing site www.bnatax.com to generate greater awareness and interest in the marketplace while channeling qualified leads to the field sales force.

· The BNA Tax and Accounting Center garnered a perfect five-star rating in the annual review of tax research products by The CPA Technology Advisor.

· In the third quarter, BNA acquired the training seminar and conference businesses of the Council for International Tax Education (CITE), Atlas Information Group, and the Structured Finance Institute (SFI). These groups, headquartered in White Plains, NY, provide continuing professional education programs and networking opportunities for tax and accounting professionals. These acquisitions, which are being integrated into the BNA Tax & Accounting product and service offerings, mark a continuation of the company’s move into tax education and training.

BNA International Inc. (BNAI)

In the face of the most difficult market conditions for many years, BNAI’s financial performance remained stable. Revenues were ahead of the previous year and on budget when reported in pounds, helped by strong subscription renewals and currency exchange gains created by the stronger dollar.

In 2009, BNAI focused on reorganizing editorial and sales resources for a major program of new subscription product launches, which began with the publication of the new Tax Treaties Analysis service in October. Three additional new tax services will be launched in the first half of 2010, expanding and broadening our tax product line and putting BNAI in a good position to grow its share of the international tax market. Additional publishing opportunities have already been identified and will be developed in 2010 for the international legal market.

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~~BNAI web products will be moved to~~ BNA’s ~~web platform in April 2010. The creation of a new~~ International ~~Tax~~ Center on BNA’s platform, featuring both Tax Management and BNAI tax services, will provide an effective means to cross-sell services and will provide users with a much more intuitive and seamless interface for navigating between contentInc. ~~And, for the first time, all of BNA’s tax information will be presented on a single, globalized platform.~~(BNAI)

BNA ~~Subsidiaries~~ International continued to enhance, ~~LLC~~expand, and broaden its tax product line in 2010, culminating in the launch in May of the new International Tax Centre on BNA’s web platform. BNAI’s revamped and updated tax product line met with early market success, sparking a nearly 50 percent increase in new sales in 2010. Focus in the latter half of 2010 turned to BNAI’s legal products, with the goal of recreating that success in BNAI’s other major product lines.

The ~~economic downturn~~revenue ~~that~~generated ~~began~~by in the ~~second~~new ~~half~~tax ofproducts ~~2008~~was ~~had~~not aable ~~disproportionately~~to ~~negative effect~~match onthe ~~several~~revenue ~~IOMA~~decline ~~and~~from ~~Kennedy~~BNAI’s ~~brand~~older, ~~product~~legacy ~~lines.~~products, ~~Markets~~especially ~~for~~in ~~information and~~the ~~meetings~~first ~~for~~part ~~corporate~~of ~~recruiters~~the year, and ~~publications~~revenue ofwas ~~all~~down ~~types~~from ~~aimed~~2009. At ~~at functional~~the ~~departments~~same ~~in corporations~~time, ~~were~~investment ~~particularly~~in ~~depressed.~~product ~~BNA Subsidiaries~~development ~~management~~resulted ~~conducted~~in ahigher ~~comprehensive~~costs ~~review~~and ofled ~~strategic alternatives.~~to ~~Near the end of 2009,~~ a ~~strategic~~small ~~restructuring~~operating ~~plan~~loss ~~was~~for ~~adopted, and~~the ~~implementation began immediately~~year.

~~The~~With ~~plan~~a ~~is underway,~~new ~~and~~product ~~most~~development ~~aspects~~program ofthat itis ~~will~~bearing befruit, ~~completed~~more byfocused ~~the~~sales ~~second quarter of 2010. As part of the restructuring~~resources, ~~the assets of three business units were transferred to the parent company at year end: the former IOMA Human Resources~~ and ~~Payroll~~a ~~business~~tightened ~~unit,~~cost ~~the Pike & Fischer Telecommunications unit~~structure, ~~and~~ the ~~Pike & Fischer Legal and Regulatory unit. These product lines fit well with other products and services offered by the parent~~ company. ~~BNA Subsidiaries,~~expects ~~LLC~~to ~~will~~return ~~be providing transition services~~ to ~~the~~profitability ~~parent~~in ~~unit until the product lines and operations can be integrated into existing editorial, production, and distribution functions~~2011. ~~Also, the former Kennedy Investor Relations and Recruiting business assets were sold during 2009.~~

Numerous facility and employment changes have occurred in New Hampshire and New Jersey, and most operating functions will be consolidated in New Hampshire in 2010. The restructuring and transition will be completed by year-end 2010. It will create a more focused and more profitable company that serves vertical industry markets with high quality information services. Those markets include consulting firms and other professional services organizations, medical laboratories, and agribusinesses.

BNA Washington Inc. (BNAW)

~~2009~~BNA ~~marked~~Washington ~~BNAW~~Inc., BNA’s ~~second~~ ~~full~~real ~~year~~estate ofsubsidiary, ~~ownership~~had ata ~~the~~busy ~~headquarters~~– ~~facility~~and insuccessful ~~Arlington, Virginia~~– 2010. While ~~During~~ the ~~year,~~extreme ~~BNA’s~~weather ~~real~~early ~~estate~~in ~~subsidiary continued to realize~~ the ~~increased~~ ~~cost~~year ~~efficiencies~~was of a ~~modern~~challenge, ~~energy-efficient~~both ~~building. Standardizing~~the ~~office~~Arlington and ~~work~~Rockville ~~station~~facilities ~~sizes~~were ~~has~~open ~~allowed the support~~ and ~~publishing~~ ~~units~~operating throughout the ~~flexibility~~ back-to-back ~~reorganize~~heavy ~~staff~~snowstorms ~~quickly~~early ~~and~~in 2010. And, with ~~little interruption~~stepped-up toenergy ~~business~~conservation measures, utility consumption was reduced and ~~the~~expenses ~~building’s~~were ~~proximity~~lowered tofor ~~public~~the ~~transit~~year. Building ~~and major~~operating ~~highways~~expenses ~~has~~were ~~proved~~almost ~~helpful~~5 topercent ~~most~~below ~~employees~~the 2009 level.

~~The~~Early ~~BNA~~in ~~Conference Center~~2010, ~~has~~BNAW ~~become~~completed ana ~~integral~~comprehensive ~~part~~evaluation of ~~day-~~the Rockville facility and developed a budget for renovating the facility to~~-day~~ ~~business,~~meet BNA’s needs for the next five to 10 years. Working with ~~forums~~key managers, ~~meetings,~~ ~~training~~long-term ~~sessions,~~office and ~~product~~storage ~~demonstrations~~space ~~occurring regularly~~needs were mapped. It was determined that BNA could operate more efficiently with less space. In ~~2009~~late May, ~~use~~BNAW ofcompleted ~~the~~negotiations ~~conference~~for ~~center~~a ~~expanded~~long-term tolease ~~include several~~at ~~successful~~3 ~~conferences~~Bethesda ~~for~~Metro ~~BNA~~Center, ~~customers~~a prime location with direct Metro access.

~~During 2009,~~ BNAW ~~began~~ ~~working~~also worked with the Montgomery County Council to develop a ~~team~~new ofland-use ~~BNA~~master ~~employees~~plan for the region containing the Rockville facility. As a result, the Rockville property was re-zoned to ~~identify~~a ~~segments~~higher ofdensity ~~our~~mixed-use ~~operation~~ designation that ~~could~~significantly beincreased ~~modified~~its tovalue. BNA ~~lessen~~then ~~our~~contracted ~~impact~~to onsell the ~~environment~~property to a developer, ~~and~~realizing ~~reduce utility~~the ~~consumption. Close~~improved ~~monitoring~~value of the ~~HVAC~~land. ~~system~~The ~~has~~sale ~~been implemented~~is expected to ~~ensure~~close ~~that~~no ~~services~~later ~~are~~than ~~provided~~the ~~only~~first ~~when~~quarter ~~the~~of ~~building is staffed~~2012.

AtLlesiant the Rockville facility, BNAW completed an audit of all operations located there to determine the best way to provide a facility that will best serve the needs of our customer contact group. Analysis of the audit continued into the new year, and recommendations will be presented in the spring of 2010.Corporation

BNA subsidiary Llesiant spent all of 2010 working on a new version of BNA Convergence, a business intelligence tool that uses proprietary taxonomies to aggregate and filter real-time news. The new version, which represents a major leap forward in ease of use, will greatly strengthen BNA Convergence’s position in the news aggregation market.

Specialized Business Publishing Segment

BNA Subsidiaries, LLC

BNA Subsidiaries, LLC, the company formed when Kennedy Information and IOMA were merged in 2009, is gradually emerging from a very difficult period of weak performance and intensive restructuring. In September 2010, the company voluntarily entered a Chapter 11 bankruptcy process in order to complete the restructuring, improve its balance sheet, and resolve outstanding liabilities. The bankruptcy has gone as expected and the company is on track to emerge from the process at the end of the first quarter of 2011. If that happens, the company will be able to move forward as a smaller and more focused entity.

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~~BNAW~~In ~~remains committed~~the course of the restructuring, some product lines were transferred to ~~providing~~BNA, others were sold, and still others were shut down. BNA ~~employees~~Subsidiaries is now focused on three core business units: Consulting (including Kennedy’s research and ~~our~~advisory ~~outside~~business, ~~tenants~~as ~~with~~well ~~safe~~as Consulting magazine); G2 Reports, ~~productive,~~ ~~comfortable~~serving the medical laboratory business; and Green Markets, which serves fertilizer and ~~environmentally~~related ~~sustainable facilities~~agriculture markets. The company has greatly reduced its dependence on traditional newsletters and is aggressively positioning itself as the primary provider of high-end research and advisory services to the markets it serves.

Printing ~~segment~~ Segment

The McArdle Printing Company, Inc.

The ~~economy~~challenging ~~took~~ environment for printing services continued in 2010, but The McArdle Printing Company’s strategy of expanding its ~~toll~~offerings onto ~~the~~become ~~print~~a ~~industry~~multi-dimensional incommunications ~~2009~~solutions provider met with some success. ~~Facing~~ ~~uncertainty~~As a result, ~~many customers~~McArdle’s ~~put~~non-BNA ~~their~~revenue ~~marketing~~grew ~~plans~~almost on$1.3 ~~hold~~million ~~until~~over ~~the~~2009’s ~~business~~total. ~~environment improved~~Aggressive pricing to win that business and ~~they~~an ~~had~~almost aequal ~~better~~decline ~~handle~~in onprinting ~~how~~for toBNA ~~effectively~~negatively ~~communicate~~impacted ~~with their~~profits, ~~own~~however, ~~customers~~and inthe ~~difficult~~company ~~times~~finished the year with an operating loss.

McArdle ~~reacted quickly~~plans to ~~the~~continue ~~weak~~to ~~market~~add ~~for~~to ~~printing~~the ~~services,~~diversity ~~and~~of ~~cut~~its ~~costs~~offerings toso ~~balance~~that ~~lower revenues. Despite~~it ~~the~~can ~~lower~~offer ~~cost~~a ~~structure~~full ~~and~~range ~~increasingly competitive~~of ~~market~~personalized marketing, ~~McArdle’s~~printing, ~~custom~~fulfillment, ~~solutions~~and ~~strategy~~mailing ~~enabled~~services it to ~~secure~~its ~~64 new~~growing ~~clients~~list ~~representing~~of ~~$1.6~~financial, ~~million~~education, inand ~~new~~health ~~business~~care ~~during very turbulent times~~clients. AtIn ~~the~~addition, ~~same~~late ~~time~~in 2010, McArdle assumed responsibility for BNA’s ~~traditional~~warehousing ~~printing~~and ~~services~~fulfillment ~~and~~needs ~~a consistent~~for ~~emphasis~~its onprint ~~superior~~product ~~customer~~lines. ~~service~~These ~~kept~~moves ~~its~~should ~~major~~enable ~~clients satisfied~~McArdle ~~and~~to ~~loyal~~continue to ~~McArdle~~grow inits ~~the~~revenue ~~face~~and ofreturn ~~determined competitors~~to profitability in 2011.

Software ~~segment~~ Segment

BNA Software

~~The~~BNA ~~tax~~Software ~~market was comparatively stable when compared to other markets in 2009, but the severe economic downturn still~~ had a ~~significant~~strong ~~negative~~year ~~effect on BNA Software’s CPA market, particularly~~ in ~~the~~both ~~first half~~ of ~~the~~its ~~year.~~primary ~~The~~markets--tax ~~corporate~~professionals ~~market segment provided the balance~~ and ~~growth~~corporations. ~~needed~~As ~~to allow BNAS, as~~ a ~~whole,~~result torevenue ~~grow modestly~~grew ~~for the year~~8.5 ~~Growth~~percent, ~~was~~and ~~paced~~that ~~by strong contributions from those products aimed at corporations~~growth, ~~such~~combined aswith ~~BNA Corporate~~tighter ~~Tax~~cost ~~Analyzer~~controls, ~~BNA~~produced ~~Fixed~~record ~~Asset,~~profits ~~BNA~~in ~~Fixed Asset Web, and BNA Fixed Asset Services~~2010.

~~BNAS~~Growth ~~also invested~~ in the ~~implementation~~tax ofprofessional ~~several~~market ~~new~~was ~~strategic~~paced ~~growth~~by ~~initiatives.~~a ~~One~~strong ofcontribution ~~those initiatives~~from —the ~~better~~BNA ~~tracking~~Income ~~and~~Tax ~~correction~~Planner. The combination of ~~license~~tax ~~violations~~legislation ~~— strongly contributed to new sales~~ and ~~revenue~~BNAS’s ~~for~~continued ~~the Income Tax Planner product. The~~ investment in ~~these~~correcting ~~new~~license ~~initiatives, along~~violations ~~with~~led ~~greatly~~to ~~increased~~higher ~~benefits~~new ~~expense,~~sales ~~resulted~~and inrenewals anof ~~operating~~this ~~profit decline~~essential, ~~from~~best-of-breed ~~2008~~software product.

~~This~~In ~~year, management~~the ~~will~~corporate ~~continue~~market, togrowth ~~implement~~was ~~the~~fueled ~~strategic~~by ~~growth~~strong ~~initiatives~~new ~~and~~sales ~~the expansion~~ of ~~sales~~the ~~through~~BNA ~~lower~~Corporate ~~cost~~Tax ~~channels~~Analyzer and ~~partnerships,~~by ~~while~~the atcontinued expansion of the ~~same~~ ~~time~~BNA ~~leveraging~~Fixed ~~operational~~Asset ~~efficiencies~~Web ~~with~~product ~~STF~~and ~~Services~~services into large corporations.

In 2011, management will continue to implement a number of strategic growth initiatives while also addressing the near-term demands for product updating to reflect changes in tax laws and regulations. Cost containment and the leveraging of operational efficiencies with STF Services will also remain a top priority.

STF Services Corporation

~~Last year~~STF’s ~~economic~~ ~~downturn~~operating ~~negatively~~revenue ~~impacted~~declined ~~both~~very ~~retail~~slightly ~~and~~from ~~licensee sales of STF flagship product~~2009, ~~SuperForm,~~ as ~~small~~growth ~~accounting~~in ~~firms~~the ~~deferred~~tax ~~new~~forms ~~purchases and~~market ~~delayed~~continued ~~product~~to ~~renewals~~be challenging. Despite ~~this,~~the ~~STF~~slight ~~was~~decline ~~able~~in ~~to increase~~ revenue, ~~and~~STF improved its operating profit ~~over~~by ~~2008~~implementing ~~because~~process ofimprovements ~~the relative stability of the tax market~~ and ~~because~~cost ofcontainment ~~a large one-time sale to a leading CPA firm~~strategies.

~~Operating~~For ~~margin for~~2011, ~~STF~~management ~~continued~~will tocontinue ~~be one of the highest among all of the BNA companies in 2009. The restructuring of the organization in 2008 contributed~~ to ~~process~~ ~~improvements~~focus ~~and~~on ~~lower~~implementing ~~costs~~cost ofmanagement ~~production~~ and ~~distribution~~process ~~in 2009. Additionally,~~improvement ~~STF~~strategies ~~continued~~ to ~~leverage~~ensure ~~resources~~further ~~and~~alignment ~~cost containment strategies~~ with BNA Software, ~~allowing~~and ~~for~~continued ~~additional~~profit ~~reductions in selling expense~~improvement.

For 2010, management expects slower revenue growth to continue and thus will focus on implementing additional cost management strategies with BNA Software while ensuring that all the benefits to be derived from STF’s restructuring are achieved.

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Item 1A.

Risk Factors

There ~~are~~is a wide range of risks and uncertainties that could adversely affect the Company’s businesses and its overall financial performance. In addition to other disclosures included in this Annual Report on Form 10-K, the Company believes the more significant of such risks and uncertainties include the following:

Negative Economic Conditions

The current economic downturn has negatively affected all of the Company's businesses to some degree as customers and potential customers reduce their overall spending levels. This environment has impacted the willingness of subscription customers to add new expenditures or renew spending at increased or existing levels. It appears as though negative economic trends are reversing, but if the downturn continues or declines further, these trends may continue or accelerate. The weak economic climate has also led several large law firms to close down. This, combined with recent consolidations among law firms, results in fewer customers, and if it continues, could negatively impact revenues. Economic slowdowns have historically affected printing companies by increasing competition and reducing pricing power; if the current slowdown continues or intensifies, recent declines in revenue in the Company's printing subsidiary will continue. Reductions in advertising spending in the current economic environment have impacted the Company's activities that are partially advertising or sponsor supported, such as conferences, and recovery to prior levels is not expected until the environment improves.

Competition

Nearly all of the Company’s businesses have significant competition in the markets they serve. The Company’s competitors could introduce new products and services that would adversely affect the relative utility of the Company’s products and services. In addition, competitors could take pricing actions that would adversely affect the relative value prospect of the Company’s products and services. Continued consolidation in our industry exacerbates our scale issues. In addition, as these large competitors gain additional capabilities through mergers, this could impact us in the marketplace or affect our value to our competitors as a business partner.

Technological Changes

Advances in information technology affect the Company in both positive and negative ways. With competitors that are much larger and more diverse companies, the Company can be disadvantaged due to differences in the relative size and leverageability of the Company’s technology investments. The Company continues to invest heavily in upgrading its electronic distribution systems and its information databases. There is no assurance that these investments can be made quickly enough so that product offerings do not become obsolete relative to ~~that~~those of competitors who are also upgrading their product offerings.

Limitations on our ability to protect our digital content may lead to customers having greater access to our content than warranted by their subscription terms.

In addition, the relatively low barriers to entry inherent in an internet environment have spawned non-traditional competition. These include governmental organizations providing information on their websites, and small new competitors providing basic information, either of which certain sectors of the Company’s markets may consider to be good-enough information.

Legal and Regulatory Changes

The value of the Company’s publishing and software products depends on the existence of, and changes in, certain legal and regulatory requirements for which the Company’s customers must be informed. If the pace of change slowed a significant degree, that could lessen the perceived need for the Company’s products. Additionally, if certain requirements were significantly reduced, such as the elimination of estate and gift taxes or the adoption of a federal flat tax, the perceived value of the Company’s products could be substantially reduced.

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Legal and Regulatory Changes

The value of the Company’s publishing and software products depends on the existence of, and changes in, certain legal and regulatory requirements for which the Company’s customers must be informed. If the pace of change slowed by a significant degree, that could lessen the perceived need for the Company’s products. Additionally, if certain requirements were significantly reduced, such as the elimination of estate and gift taxes or the adoption of a federal flat tax, the perceived value of the Company’s products could be substantially reduced.

Distribution Arrangements

The Company licenses some of its information databases to certain online vendors. While the collective royalty revenues from these licenses are not significant, their contribution to profit is. If all or most of these licenses were discontinued, profits would be adversely affected.

Employment Costs

Employment costs are the majority of the Company’s costs. The Company employs highly skilled people to achieve the high quality for which its ~~product~~products and ~~service~~services are known. The Company provides competitive compensation and benefits to attract and retain its employees. If general employment conditions tighten, the Company could have difficulty in filling critical positions, or its employment costs could grow at a faster rate than revenue growth thereby compressing profit margins. In addition, the Company is employee-owned and has experienced low turnover in recent years, with the result that a significant number of employees are close to retirement age.

Outside Authors

The Company supplements internal editorial resources with outside authors to provide content for certain publishing products and to provide updated programs for certain software products. Delays or failures to deliver content and/or programs would negatively affect revenues.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

~~Publishing~~The ~~segment operations~~Company’s LTR publishing segment operational facilities consist of the following: as of December 31, ~~2009,~~2010: BNA Washington Inc., a wholly owned subsidiary, owns and manages ~~two buildings used by BNA and Tax Management Inc.,~~ an 11eleven story (277,000 square foot) ~~publishing~~ headquarters building, used by BNA and Tax Management Inc. (two floors of which isare leased to a tenant,). ~~and~~The Company leases a ~~110~~32,000 square foot subscriber relations facility. Inin ~~addition~~Bethesda, ~~facilities~~Maryland ~~totaling~~and ~~approximately~~an 44additional 23,000 square feet ~~are~~ ~~leased~~ for ~~the~~other LTR operations, ofprimarily for BNA International and ~~BNA~~Llesiant ~~Subsidiaries, LLC~~Corporation. ~~The~~ SB ~~Company~~publishing ~~leases~~segment operations are conducted in leased facilities totaling ~~approximately~~ 29,000 ~~square~~feet (16,000 feet ~~for~~ ~~its~~of ~~software~~which ~~segment~~are ~~operations~~vacant), and the Company owns the 133,000 square foot office and plant facilities for its printing segment. BNA Washington also owns the former subscriber relations facility in Rockville, Maryland. This 110,000 square foot building is currently vacant and is being sold (see Note 10 to the Company’s consolidated financial statements).

Item 3.

Legal Proceedings

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 Company's consolidated financial statements.

Item 4. (Removed and Reserved)

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PART II

Item 5.

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities

The principal market for trading of voting shares of common stock of The Bureau of National Affairs, Inc., is through the company-maintained Stock Purchase and Transfer Plan.

Semi-annually, the Board of Directors establishes the price at which Class A shares can be bought and declares cash dividends. In accordance with the corporation's bylaws, the price and dividends on non-voting Class B and Class C stock are the same as on Class A stock. Dividends have been paid continuously for 59 60 years, and they are expected to continue.

The Company’s stockholders, when selling stock, are required to first tender it to the Company. The Company has supported the continuance of employee ownership through its practice of repurchasing stock tendered by stockholders, at the same price established for selling shares, stock tendered by stockholders, but is not required to do so.

As of February 2726, ~~2010~~ 2011, there were 1,~~070~~012 Class A shareholders, 404 ~~385~~ Class B shareholders, and 2 Class C shareholders.

Established stock price and dividends declared during ~~2009~~2010 and ~~2008~~2009 were as follows:

Stock Price

January 1, 2008 – March 15, 2008	$	15.00
January 1, 2009 – March 21, 2009	$	15.75
March 16, 2008 – September 20, 2008		15.50
September 21, 2008 – March 21, 2009		15.75
March 22, 2009 – September 19, 2009		15.75
September 20, 2009 – December 31, 2009		15.75
September 20, 2009 – March 21, 2010		15.75
March 22, 2010 – September 19, 2010		16.00
September 20, 2010 – December 31, 2010		16.50

Record Date and Dividend Amount

March 15, 2008	$	.20
March 21, 2009	$	.20
September 20, 2008		.20
March 21, 2009		.20
September 19, 2009		.21
March 20, 2010		.21
September 18, 2010		.23

During the sixteen weeks ended December 31, ~~2009~~2010, 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
September 13, 2009 – October 10, 2009	69,256	$ 15.75
September 12, 2010 – October 9, 2010	63,619	$ 16.50
October 11, 2009 - November 7, 2009	161,014	$ 15.75
October 10, 2010 - November 6, 2010	74,131	$ 16.50
November 8, 2009 – December 5, 2009	70,358	$ 15.75
November 7, 2010 – December 4, 2010	193,547	$ 16.50
December 6, 2009 - December 31, 2009	171,875	$ 15.75
December 5, 2010 - December 31, 2010	126,869	$ 16.50

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The above graph compares the performance of the company’s common stock to Standard and Poor’s (S&P) 500 Composite Index and the Dow Jones Publishing Index for the last five years, assuming $100 was invested in the company’s common stock and each index at Dec. 31, ~~2004~~2005, and that all dividends were reinvested.

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Item 6.

Selected Financial Data

The Bureau of National Affairs, Inc.

Consolidated Operating and Financial Summary: ~~2009~~2010-~~2005~~2006

(Dollar amounts in thousands, except per share data)

	2009			2008			2007			2006			2005
	2010			2009			2008			2007			2006
Operating Revenues	$	331,~~253~~009		$	~~352~~331,~~211~~253		$	352,~~224~~211		$	~~344~~352,~~862~~224		$	~~329~~344,~~036~~862
Operating Expenses (a)		~~307~~283,~~627~~940			~~303~~307,~~316~~627			303,~~669~~316			~~313~~303,~~747~~669			~~287~~313,~~960~~747
Gain (Loss) on Dispositions (b)		~~148~~(427	)		~~(12~~148	)		~~92,133~~(12	)		~~(19~~92,133	)		(2819	)
Operating Profit		2346,~~774~~642			4823,~~883~~774			~~140~~48,~~688~~883			31140,~~096~~688			4131,~~048~~096
Investment Income		4,~~270~~751			4,~~579~~270			54,~~566~~579			5,~~883~~566			45,~~132~~883
Interest Expense		(21,~~519~~750	)		(32,~~277~~519	)		(43,~~472~~277	)		(54,~~604~~472	)		(5,~~907~~604	)
Income Before Income Taxes		2549,~~525~~643			5025,~~185~~525			~~141~~50,~~782~~185			31141,~~375~~782			3931,~~273~~375
Income Taxes		822,~~030~~034			188,~~744~~030			5318,744			1153,~~922~~744			1511,~~696~~922
Net Income	$	1727,~~495~~609		$	3117,~~441~~495		$	8831,~~038~~441		$	1988,~~453~~038		$	2319,~~577~~453
Profit Margins (% of revenues):
Operating Profit		714.21			137.92			3913.9			939.09			129.50
Earnings		58.3			85.93			258.09			525.60			75.26
Earnings Per Share	$	1.6507		$	1.1165		$	21.9911		$	2.6599		$	.7565
Dividends Per Share	$	.4144		$	.4041		$	.3640		$	.3436		$	.3234
Balance Sheet Data:
Total Assets	$	~~387~~347,~~430~~695		$	~~412~~387,~~686~~430		$	~~399~~412,~~528~~686		$	~~334~~399,~~426~~258		$	~~318~~334,~~882~~426
Long-Term Debt—less current portion		~~13,000~~---			2313,~~500~~000			3423,~~000~~500			4434,~~500~~000			5544,~~000~~500
Employee Data:
Number of Employees		1,~~638~~506			1,~~745~~638			1,~~719~~745			1,~~728~~719			1,~~729~~728
Total Employment Costs	$	~~192~~172,~~132~~284		$	~~180~~192,~~931~~132		$	~~179~~180,~~482~~931		$	~~182~~179,~~008~~482		$	~~177~~182,~~138~~008
Stockholder Data at Year-End:
Number of Stockholders		1,~~470~~432			1,~~511~~470			1,~~557~~511			1,~~655~~557			1,~~673~~655
Common Shares Outstanding (in thousands)		2625,~~253~~457			2726,~~619~~253			2827,~~734~~619			3028,~~155~~734			30,~~204~~155

(a) Includes goodwill impairment charges of $6,634 in 2010, $17,805 in 2009 and $11,576 in 2006.

(b)	Includes a $92,524 gain ($56,433 net of tax) on the sale of the Company’s headquarters buildings in 2007.

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PART II

Item 7.

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

FORWARD -LOOKING STATEMENTS

This Annual Report contains and incorporates by reference 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,” and “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, and academic users. Sales are made principally through field sales representatives. The specialized business publishing segment provides 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, professional societies, 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 ~~nearly~~more 73than 75 percent of the legal and regulatory subscription base. Their migration to a next- generation web platform, ~~BWD,~~ is ~~nearing completion~~now complete. ~~Most~~Having all BNA products ~~are~~on ~~now~~one ~~available~~robust onplatform ~~BWD~~creates the opportunity to create new bundled products, sell into new markets, and ~~the~~enhance ~~rest~~existing product offerings with tools and applications that will beattract ~~moved off~~new ~~legacy~~customers ~~platforms~~and ~~shortly~~better retain existing ones. In addition, subsidiary company products ~~will~~are be being moved to ~~BWD~~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~~And 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 ~~products and services~~offerings. By concentrating on improving and exploiting our web platform, and on creating new functionalities and tools to work with our ~~respected~~highly regarded content, BNA ishas ~~moving~~ moved beyond being a content provider and ~~positioning~~has positioned itself as a technologically adept provider of information solutions to professional markets.

~~For~~Pursuant ~~example~~to this strategy, early in 2010, BNA acquired the ~~fall~~ ofremaining ~~2008~~interest that it did not already own in Llesiant, a software company that had been working with BNA ~~launched~~to create “BNA Convergence,”, a new search and delivery ~~platform~~tool designed for the legal and corporate markets. This new ~~platform,~~tool ~~produced in partnership with technology partner Llesiant,~~ allows law firms to search all their BNA content along with a large collection of third-party content, ~~utilizing~~ using Llesiant’s taxonomy-–based search engine. Results can be delivered in aan increasing variety of formats. ~~This~~ ~~product~~Having isfull acontrol ~~further~~of ~~step~~Llesiant ~~in moving~~gives ~~beyond~~BNA ~~being~~the aability ~~content provider~~ to ~~delivering~~direct ~~information~~the ~~solutions~~future development and ~~tools~~ ~~for~~enhancement of its ~~key~~technology ~~markets.~~to ~~The~~ensure ~~Company~~that ~~acquired~~it ~~Llesiant~~best inserves ~~early 2010~~BNA’s strategic needs.

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ToBNA’s ~~help~~market-leading ~~facilitate the~~news ~~integration~~services ofalso ~~BNA’s~~are ~~quality~~being ~~content~~continually ~~with technology~~improved, with a ~~new~~major ~~Product~~upgrade ~~Research and~~affecting ~~Development~~all ~~business~~of ~~unit,~~our ~~headed~~current byawareness aservices ~~Chief~~released ~~Product~~in ~~Officer,~~the ~~was~~first ~~created~~quarter ~~in 2009~~of 2010. This ~~unit~~upgrade isincluded ~~responsible~~a ~~for~~new ~~developing~~“Search ~~all~~My ~~new~~BNA” ~~products~~function ~~and~~that ~~services~~allows subscribers, ~~focusing~~ ~~specifically~~for onthe ~~how~~first ~~best~~time, to ~~integrate~~search all of the ~~latest~~BNA ~~technology,~~services ~~processes, and~~they ~~applications~~subscribe to with ~~our~~a ~~unique~~single ~~content~~command. toMost ~~provide~~BNA ~~better~~notification ~~products~~services ~~and~~have ~~services to~~now ~~our~~adopted ~~customers.~~a ~~This~~continual ~~unit~~publishing ismodel, ~~also~~where ~~responsible~~news ~~for~~stories ~~BNA’s~~are ~~electronic~~posted ~~commerce initiatives~~online throughout the publication cycle, often minutes after the news breaks.

~~Earlier~~Using ~~efforts aimed~~all atof ~~the~~BNA’s ~~Human~~new ~~Resources and Environment markets~~capabilities, ~~which~~the ~~also~~Company ~~combined internal~~has ~~resources~~successfully ~~with~~launched ~~technology partners, matured in recent years despite~~ the ~~challenging~~ ~~environment. New~~first ~~products~~of ~~and~~a ~~more~~series ~~focused~~of ~~sales~~next ~~efforts led~~generation toweb ~~strong~~libraries ~~growth~~ for ~~our~~the ~~expanding~~legal ~~line~~market. ofThese HRcomprehensive ~~Decision~~Resource ~~Support~~Centers ~~Networks~~focus ~~and our~~on ~~set~~specific ofsubstantive ~~Environment,~~practice ~~Health,~~areas and ~~Safety~~provide ~~Tools.~~subject ~~The~~matter ~~economic~~experts ~~environment affected~~with ~~the~~a ~~corporate~~one-stop ~~market~~resource ~~for these products last year, but information solutions~~ that ~~enable~~includes ~~businesses~~all tothe ~~meet~~primary ~~increasingly~~and ~~stringent~~secondary ~~compliance~~information, ~~needs with~~news, ~~fewer~~analysis, ~~in-house~~and ~~resources~~tools ~~should~~needed ~~remain~~to ~~attractive~~serve totheir ~~cost-conscious customers~~clients.

~~BNA~~In ~~pursues~~an aeffort ~~web platform-neutral~~to ~~policy~~leverage inBNA’s ~~its~~strong ~~information~~tax ~~content offerings~~brands, ~~allowing~~the ~~customers to~~Company ~~choose~~has ~~their~~expanded ~~format~~its ~~preference.~~presence ~~BNA's~~in ~~products~~the ~~have~~tax ~~been~~training ~~available~~business. In ~~for transactional~~2008, ~~access~~BNA onInternational ~~the~~(BNAI) ~~major~~acquired ~~legal~~European ~~online~~American ~~services~~Tax --Institute ~~Lexis~~(EATI), ~~and~~which ~~Westlaw~~provides -- professional training for ~~many~~international ~~years~~tax professionals. This ~~BNA~~business ~~also~~was ~~sells~~integrated ~~subscriptions~~into toBNAI, ~~subject~~where ~~libraries~~it complements the Company’s growing portfolio of ~~BNA~~services ~~content on~~for ~~these~~the ~~networks~~international tax market. In mid-2009, ~~and~~BNA ~~these~~acquired ~~have~~the ~~been~~assets ~~very~~of ~~popular~~the ~~with~~Council ~~major~~for ~~law~~International ~~firms~~Tax ~~and~~Education, ~~law schools~~Inc. In(CITE) ~~addition,~~and ~~BNA~~the ~~sells~~Alliance ~~subscriptions~~for toTax, ~~its~~Legal, ~~tax~~and ~~products~~Accounting onSeminars ~~Thomson Reuters’~~(ATLAS), ~~Checkpoint~~both ~~platform~~based ~~and~~in ~~Wolters~~White ~~Kluwer’s~~Plains, ~~IntelliConnect~~New ~~platform~~York. The ~~These networks~~firms, innow ~~addition~~combined toand branded as BNA's ~~own~~CITE, ~~online~~are ~~platform~~leaders in the creation and ~~print~~delivery of international tax education for multinational companies, ~~provide~~offering ~~customers with~~live ainstruction ~~variety~~courses offor ~~product~~legal ~~delivery~~and ~~options~~tax professionals and financial executives.

InBNA anpursues ~~effort~~a toweb ~~leverage~~platform-neutral ~~BNA’s strong~~policy ~~tax~~in ~~brands,~~its ~~the~~information ~~Company~~content isofferings, ~~expanding~~allowing ~~into~~customers ~~the~~to ~~tax~~choose ~~training~~their ~~business~~format preference. ~~In 2008,~~ BNA's ~~International~~products ~~(BNAI)~~have ~~acquired~~been ~~European~~available ~~American~~for ~~Tax~~transactional ~~Institute~~access ~~(EATI), which~~on ~~provides~~the ~~professional~~major ~~training~~legal online services—Lexis and Westlaw—for ~~international~~many ~~tax professionals~~years. ~~This~~ ~~business~~BNA ~~was~~also ~~integrated~~sells ~~into~~subscriptions ~~BNAI,~~to ~~where~~subject ~~it complements~~libraries ~~the~~of ~~Company’s~~BNA ~~growing~~content ~~portfolio~~on ofthese ~~conferences~~networks, ~~special reports,~~ and ~~books~~ ~~for~~these ~~the~~have ~~international~~been ~~tax~~very ~~market.~~popular Inwith ~~mid-2009,~~major ~~BNA~~law ~~acquired~~firms ~~the assets~~and oflaw ~~the~~schools. In ~~Council for International Tax Education~~addition, ~~Inc.,~~BNA ~~(CITE)~~sells ~~and~~subscriptions ~~the Alliance~~to ~~for~~its ~~Tax,~~tax ~~Legal,~~products ~~and~~on ~~Accounting~~Thomson ~~Seminars~~Reuters’ ~~(ATLAS),~~Checkpoint ~~both~~platform ~~based~~and inWolters ~~White Plains,~~Kluwer’s ~~New~~IntelliConnect ~~York~~platform. ~~The~~These ~~firms~~networks ~~are~~and ~~leaders~~others, in ~~the~~addition ~~creation~~to ~~and~~BNA's ~~delivery of~~own ~~international~~online ~~tax~~platform ~~education~~and ~~for multinational companies~~print, ~~offering~~DVD’s ~~live instruction~~provide ~~courses~~customers ~~for~~with ~~legal~~a ~~and~~variety ~~tax~~of ~~professionals~~product ~~and~~delivery ~~financial executives~~options.

The economic downturn that began in the second half of 2008 had a disproportionately negative effect on several of BNA Subsidiaries, LLC’s isIOMA ~~being~~and ~~restructured~~Kennedy brand product lines. Markets for information and meetings for corporate recruiters, ~~with~~and ~~some~~publications ~~products~~of ~~being~~all types aimed at functional departments in corporations, were particularly depressed. Consequently, BNA Subsidiaries, LLC's management began conducting a comprehensive review of its business operations and strategic alternatives, and in 2009, BNA Subsidiaries, LLC adopted and began to implement a strategic restructuring plan. As part of this plan, BNA Subsidiaries, LLC has discontinued, transferred, or sold several products and product lines in an effort to ~~the~~create ~~Parent company~~a more focused and ~~others~~profitable ~~being~~company ~~divested~~that serves vertical industry markets with high quality information services. ~~Operations~~Further, ~~are~~BNA ~~being~~Subsidiaries, ~~consolidated~~LLC made numerous facility and employment changes in New Hampshire, and ~~when~~New Jersey, as a result of which, most of BNA Subsidiaries, LLC’s remaining operating functions were consolidated in New Hampshire during 2010. Notwithstanding the implementation of the strategic restructuring isplan, ~~complete~~BNA Subsidiaries, ~~the~~LLC ~~subsidiary~~continued ~~will~~to beexperience financial losses and voluntarily filed a ~~smaller~~ ~~company~~plan ~~focused~~of onreorganization ~~its~~under ~~most~~Chapter ~~profitable~~11 ~~and~~of ~~fastest~~the ~~growing businesses~~Bankruptcy Code, in the fourth quarter of 2010. In the third quarter of 2010, the Company recognized a goodwill impairment loss, as discussed in Note 6.

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 the large law firms, will continue to restore spending at a slow pace. The corporate and tax markets also remain cautious. In the second half of 2009, all those markets stabilized, but there have not yet been signs of a strong recovery. Because of BNA’s subscription-based business model, market improvements will not be immediately reflected in revenue.

A second significant factor is the rapidly expanding expense related to BNA’s postretirement benefits obligations. Management took a number of 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 may be reflected in 2010 financial performance.

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BNA entered 2011 with much positive momentum. New and renewal sales of our core BNA and TM subscription services improved during all of 2010 and those trends look like they will continue into the new year. Sales of non-subscription products and services jumped at year end, perhaps indicating that our key markets are continuing to get stronger and more willing to spend. BNA’s cash position was very healthy at the end of the year and in 2011, early in April, we will retire the last of the outstanding debt.

The sales and financial momentum is merely reflective of the strategic and operational momentum that has been evident throughout BNA. Following the financial crisis of 2008, BNA made the strategic decision to invest aggressively in our business and our future. On the product front, new leadership was put in charge of a completely reorganized product development group, and in 2010 a number of new products and product enhancements, combining our well-respected content with better technology and new tools, were launched. This will continue throughout 2011. We also invested heavily in our infrastructure to support our products, our customer service, and our business operations. Some of those projects were finished in 2010; more have been or will be implemented in 2011. These include a new sales support system, a customer relations management (CRM) system, a new authentication system for our digital services, a new e-commerce platform, and an entirely updated accounting system. As a result, it will be easier and more pleasant to do business with BNA, we’ll know more about our markets and customers, our products will be easier to use, and our back-office and accounting systems will be more efficient, more useful, and less costly. These new processes and systems give the leaders of our business units the means to understand the changing needs of their customers, and the tools that make it possible to meet those needs.

BNA intends in 2011 to continue to invest and act aggressively on all fronts. By doing so, we believe we can build on last year’s progress.

There are significant challenges to overcome in 2011. Our key markets are recovering, but are not yet fully recovered. New competitors, both entrepreneurial start-ups and large, well-funded companies, continue to enter our markets. Information technology evolves quickly, requiring sizable investments to keep pace with market demands. But BNA people have a long and remarkable history of understanding and meeting challenges. The achievements of 2010 both reaffirm that history, and position us well to meet the challenges going forward.

Results of Operations

Segment Information
(as of December 31, in thousands of dollars)
	2009			2008			2007
		2010			2009			2008
Revenues from external customers:
Publishing	$	278,773		$	290,537		$	289,539
Legal, Tax, and Regulatory Publishing		$	261,473		$	255,670		$	262,335
Printing		23,437			33,125			35,673
Specialized Business Publishing			13,582			23,103			28,202
Software		29,043			28,549			27,012
Printing			24,731			23,437			33,125
Total	$	331,253		$	352,211		$	352,224
Software			31,223			29,043			28,549
Intersegment printing revenues	$	10,773		$	10,536		$	10,059
Total		$	331,009		$	331,253		$	352,211
Intersegment software revenues	$	2,470		$	2,507		$	2,414
Intersegment revenues:
Operating Profit
Specialized business publishing		$	49		$	49		$	---
Publishing	$	15,065		$	38,613		$	130,364
Printing		$	9,631		$	10,773		$	10,536
Printing		839			1,805			2,608
Software		$	2,418		$	2,470		$	2,507
Software		7,870			8,465			7,716
Total	$	23,774		$	48,883		$	140,688

2009 vs. 2008

The economic downturn continued to negatively affect BNA, especially those businesses relying primarily on nonsubscription revenue. The resulting decline in revenue outpaced cost control measures and led to lower profits. In addition, at the end of the third quarter, the Company recorded a large goodwill impairment expense. This, combined with higher post-retirement expenses, led to a 1.4 percent increase in operating expenses and a sharp decline in reported profits. Net income was $17.5 million in 2009 compared to $31.4 million in 2008, and earnings per share were $0.65 in 2009 versus $1.11 in 2008.

2009 Consolidated revenues were $331.3 million, down 6.0 percent compared to 2008. Software revenues were up, but publishing and printing segments’ revenues were both down. Consolidated operating expenses were up 1.4 percent due to the impairment expense and higher postretirement expenses for publishing and software, mitigated by management’s cost containment efforts and a decrease in variable printing expenses.

The goodwill that was written down is related to the acquisition of Kennedy Information. At the end of 2008, Kennedy was merged with another BNA subsidiary company, IOMA, to form BNA Subsidiaries, LLC with the intent of combining the separate operations to reduce costs and exploit strategic synergies. While progress was made towards those goals this year, the continuing difficult business environment particularly affected the markets and the nonsubscription product lines of the Kennedy division of the new company. Kennedy’s revenue and profit results since 2007 and the expectations for the near future no longer supported the remaining goodwill, resulting in the recording of a $17.8 million impairment expense ($10.7 million after-tax, or $.40 per share). Management is taking a number of steps to accelerate the integration of the operations of BNA Subsidiaries, LLC and to reevaluate all its business lines to create a more focused, more strategic, more profitable, and faster growing company going forward.

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The publishing segment—which aggregates the Parent (including BNA Books) with Tax Management Inc. (excluding BNA Software), BNA Subsidiaries, LLC (the company resulting from the merger of Kennedy Information and IOMA), and BNA Washington Inc.—generated 84 percent of consolidated revenues. Publishing segment revenues were down 4.0 percent compared to the prior year. BNA Parent and Tax Management subscription and online revenues were down 1.3 percent compared to 2008, reflecting lower new sales and weaker renewal sales. BNA International revenues were up 4.0 percent in pounds sterling, but down 11.7 percent due to the stronger U.S. dollar, and BNA Books revenues were down $3.2 million because fewer titles were released. Revenues of BNA Subsidiaries, LLC were down 17.9 percent due to a decline in conferences and non-subscription product sales, and due to the timing of consulting contracts and research report release dates. Publishing revenues are expected to be slightly lower in 2010. Publishing operating expenses were up 4.7 percent compared to 2008 because of a $17.8 million goodwill impairment expense and higher postretirement benefit plan expenses. Five new products were launched in 2009. Identifiable development expenses for new products and improvements on existing products were $9.5 million in 2009 and $9.7 million in 2008. The publishing segment’s operating profit was $15.1 million in 2009.

	2010			2009			2008
Operating Profit (Loss):
Legal, Tax, and Regulatory Publishing	$	48,244		$	35,605		$	39,130
Specialized Business Publishing		(12,038	)		(20,540	)		(517	)
Printing		(715	)		839			1,805
Software		11,151			7,870			8,465

Total	$	46,642		$	23,774		$	48,883

~~The~~2010 ~~printing segment, which includes results of The McArdle Printing Company, Inc~~vs.~~, experienced~~ a revenue decline for the third consecutive year as sales declined 22 percent to $34.2 million. Commercial sales were down 29 percent due to lower print volumes and continuing price competition in the printing industry. Intersegment revenues were up 2.2 percent, but are nonetheless expected to decline as publishing segment subscribers continue to migrate from print to electronic products. Operating expenses were down 20.3 percent, reflecting aggressive steps taken to adjust expenses to lower revenues. Despite these efforts on the cost side, operating profit was $0.8 million in 2009 ~~compared to $1.8 million in 2008. Total printing revenues in 2010 are projected to be higher by a low single-digit percentage.~~

~~Total~~BNA’s consolidated revenues ~~for the~~were ~~software~~$331.0 ~~segment~~million, ~~(which~~down ~~combines~~just ~~the~~0.1 ~~operations~~percent ofcompared ~~STF~~to ~~Services~~2009. ~~Corporation and BNA~~ Software segment, aprinting ~~division~~segment, ofand ~~Tax~~LTR ~~Management~~segment ~~Inc.)~~revenues ~~increased 1.5 percent compared to 2008 while expenses~~ were up, ~~4.7~~but ~~percent. BNA~~SB ~~Software revenues~~publishing ~~increased~~segment ~~1.7~~revenue ~~percent~~was ~~compared~~down. toConsolidated ~~2008, but~~ operating expenses were up down 7.25 percent compared to 2009 mainly due to ~~higher~~lower postretirement benefit expenses and ~~investment~~to ~~in strategic~~a ~~initiatives~~lower ~~aimed~~goodwill atimpairment ~~continued growth~~expense. ~~BNA~~ ~~Software’s~~ Consolidated operating profit ~~was~~nearly ~~$5.1 million in 2009 compared to $6.0 million in 2008. STF total revenues increased slightly (0.4 percent) compared to 2008~~doubled, ~~but operational~~reflecting ~~efficiencies~~improved ~~lowered~~operations ~~operating~~for ~~expenses~~LTR byand ~~8.7 percent~~software, ~~leading~~and to a ~~14.2~~ ~~percent~~lower ~~increase in~~ operating ~~profit.~~loss ~~The~~for ~~total~~SB, ~~software~~while ~~segment~~printing’s ~~operating~~ profit was down. Net 7income was $27.06 ~~percent~~million in 2010 compared to $717.95 million. ~~Software~~in ~~revenues~~2009, ~~are expected~~and toearnings ~~increase~~per share were $1.07 in 2010 byversus a$.65 ~~low~~in ~~single-digit percentage~~2009.

~~Investment~~The ~~income decreased~~legal, ~~slightly~~tax, ~~reflecting~~and ~~higher~~regulatory ~~gains~~publishing onsegment—which ~~sales~~aggregates the Parent (including BNA Books) with Tax Management Inc. (excluding BNA Software), BNA International, Llesiant Corporation, and BNA Washington Inc.—generated 79 percent of ~~securities~~consolidated ~~but~~revenues. ~~lower yields~~LTR publishing revenues were up $5. ~~Interest~~8 ~~expense~~million, ~~was~~or ~~lower~~2.3 ~~due~~percent compared to ~~lower~~the ~~term~~prior ~~debt balances~~year. ~~Other~~BNA ~~comprehensive~~Parent ~~income~~and ~~reflected~~Tax anManagement ~~unrealized~~subscription, ~~holding gain~~royalty, inand training revenues were up $4.7 million; subscription revenue is improving, but included revenue from products transferred from BNA Subsidiaries, LLC. Training revenue increased due to improving sales and to the inclusion of CITE (purchased mid-2009) ~~compared~~for the whole year. Third party royalties were up due to anhigher ~~unrealized~~sales ~~holding~~and ~~loss~~to catch-up payments received in ~~2008~~2010, but earned in prior years. Of the other operations, BNA International was down 8.7 percent and BNA Books had a ~~change~~strong ~~in unamortized~~fourth ~~postretirement~~quarter ~~obligations~~and its revenues were up 13.3 percent. LTR revenues are expected to be up a low single-digit percentage in 2011.

As ~~described~~LTR ~~in Note~~product 8offerings have become increasingly bundled, allocating costs to the ~~consolidated~~product ~~financial~~level ~~statements~~has become less meaningful to management. Beginning in 2010, ~~the~~certain ~~consolidated~~Parent ~~federal~~administrative expenses, ~~state~~ primarily IT-related, ~~and~~are ~~local~~no ~~effective~~longer ~~income~~being ~~tax~~allocated ~~rate~~to ~~was~~product-level ~~31.5~~expenses ~~percent~~in other expense categories, resulting in ~~2009~~a ~~and~~noticeable 37change in the makeup of reported operating expenses.~~4 percent~~ However, in ~~2008~~total, publishing operating expenses were down 3.1 percent due to alower ~~higher proportion~~staffing ofexpenses, ~~pre-tax~~especially ~~income~~postretirement ~~represented~~benefit byplan ~~tax-exempt~~expenses ~~interest~~(see Note 4). Eight new products were launched in 2010. Identifiable development expenses for new products and ~~lower effective~~improvements ~~state~~on existing products were $5.2 million in 2010 and ~~local~~$9.5 ~~taxes~~million in 2009. Operating profit increased to $48.2 million, from $35.6 million in 2009.

~~2008 vs~~The specialized business publishing segment, which includes the results of BNA Subsidiaries, LLC, was created in the fourth quarter of 2010 when it was determined that their operations were no longer economically similar to the rest of the publishing businesses. ~~2007~~Adverse business conditions resulting from the economic downturn had disproportionately impacted BNA Subsidiaries, LLC, leading to negative cash flows that are expected to continue, and BNA Subsidiaries, LLC filed for relief under Chapter 11 of the Bankruptcy Code. Related to the filing, the remaining goodwill was tested and determined to be impaired, resulting in its writedown. Segment revenues dropped from $23.1 million in 2009 to $13.6 million in 2010 due to lower sales and the disposition of products or their transfer to the Parent. SB revenues are expected to be up by a mid-single-digit percentage in 2011. Operating expenses were $18.0 million lower, due to a lower goodwill impairment ($6.6 million in 2010 compared to $17.8 million in 2009) and to lower variable operating expenses. The operating loss improved from $20.5 million in 2009 to $12.0 million in 2010.

BNA’s 2008 consolidated revenues were even and operating expenses were slightly lower when compared to 2007 results. Revenues for the publishing and software segments increased and profit was up for the software segment, while the printing segment had lower revenue and profit. Last year’s gain on the sale of the headquarters buildings led to a decrease in the year-to-year comparison of consolidated profits.

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~~2008~~The ~~consolidated revenue~~printing ~~was~~segment, ~~$352.2~~which ~~million,~~includes ~~operating~~results ~~profit~~of ~~was~~The ~~$48.9~~McArdle ~~million~~Printing Company, ~~net~~Inc., ~~income~~grew ~~was~~ total revenues by $310.42 million, ~~and~~compared ~~earnings~~to ~~per~~2009. Commercial ~~share~~sales were up $1.~~11.~~3 ~~In 2007~~million, ~~revenues~~or ~~were $352~~5.~~2 million~~5 percent, ~~operating~~due ~~profit~~to ~~was~~sales ~~$140.7~~to ~~million~~new customers, ~~net~~but ~~income~~intersegment ~~was~~revenues were down $881.01 million, ~~and earnings~~or ~~per~~10.6 ~~share~~percent. ~~were~~Intersegment ~~$2.99.~~revenues ~~2007~~are ~~results~~expected ~~included~~to adecline ~~gain~~as onpublishing ~~the~~segment ~~sale~~subscribers ofcontinue ~~the headquarters~~to ~~buildings.~~migrate ~~Net~~from ofprint ~~the~~to ~~related~~electronic ~~moving~~products. ~~costs~~Operating ofexpenses $2were up 5.01 ~~million~~percent, ~~this gain~~reflecting ~~contributed~~higher variable expenses. The operating loss was $900.57 million in 2010, compared to an operating profit, of $550.28 million toin ~~net~~2009. ~~income, and~~Total ~~$1.88~~printing revenues in 2011 are projected to ~~earnings~~be ~~per~~higher ~~share~~by a low single-digit percentage.

InTotal ~~August~~revenues ~~2007,~~for the software segment (which combines the operations of STF Services Corporation and BNA ~~completed~~ Software, a ~~Section~~division ~~1031~~of ~~tax-deferred~~Tax ~~“like~~Management, ~~kind”~~Inc.) ~~exchange~~increased to6.8 ~~simultaneously sell~~percent ~~its~~compared ~~three~~to ~~Washington~~2009, Dwhile expenses were down 4.C9 percent. BNA ~~headquarters~~Software ~~buildings~~revenues increased 8.6 percent in 2010, operating expenses (especially postretirement benefits) were down 5.2 percent, and ~~acquire~~operating aprofit ~~new headquarters~~was ~~building~~$8.3 million in ~~Arlington,~~2010 VAcompared to $5.1 ~~Net~~million ofin ~~closing~~2009. STF ~~and~~revenues ~~related~~were ~~costs~~down 1.0 percent but operating expenses were down 2.8 percent, ~~BNA received~~leading ~~proceeds~~to ofa 1.3 percent increase in operating profit. The total software segment’s operating profit increased 42 percent to $~~106~~11.2 million ~~and~~in ~~paid~~2010 from $~~104~~7.9 million ~~for~~in ~~the~~2009. ~~building~~Software ~~it acquired~~revenues are expected to increase in 2011 by a low single-digit percentage.

~~The~~Investment ~~publishing segment~~income ~~generated 82 percent of consolidated revenues. Publishing revenues were up 0.3 percent in 2008~~increased, toreflecting ~~$290.5~~higher ~~million.~~gains ~~BNA~~on ~~Parent and Tax Management subscription and online revenues were negatively impacted by lower new~~ sales ~~and lower~~of ~~print~~securities ~~copyright royalties (reflecting the shift to electronic format products),~~ but ~~were~~lower ~~still up 1~~yields.4 Interest ~~percent~~expense ~~when~~was ~~compared~~lower to 2007. BNA International revenues were up 9.2 percent, including additional revenues generated by the newly acquired European American Tax Institute (EATI), a membership organization specializing in tax-related training and conferences. BNA Books revenues were even with 2007, and BNA Subsidiaries, LLC revenues were down; Kennedy Information’s revenues were down 15.3 percent compared to a strong performance in 2007, due ~~in part~~ to ~~the~~lower ~~timing~~term ofdebt ~~the completion of consulting contracts and to fewer research report releases, and IOMA revenues were down slightly~~balances. Other ~~Publishing~~comprehensive ~~revenues~~income ~~are~~reflected ~~expected to grow by~~ a ~~low single-digit percent in 2009. Publishing operating expenses were up just 0.2 percent compared to 2007 (which included $2.0 million in non-recurring moving costs), as~~ higher ~~employment~~ ~~costs~~unrealized ~~were~~holding ~~offset~~gain ~~by lower facility costs. Four new products were launched~~ in ~~2008. Identifiable~~2010 ~~development expenses for new products~~ and ~~improvements~~the onafter-tax ~~existing~~change ~~products were $9.7 million~~ in ~~2008~~the ~~and~~postretirement ~~$9.6~~benefit ~~million in~~obligation ~~2007.~~related ~~The~~to ~~publishing~~the ~~segment’s~~change ~~operating profit was $38.6 million~~ in ~~2008. Publishing~~benefits ~~segment~~as ~~operating~~described ~~profit~~ in ~~2007,~~Note ~~which included the gain on the sale of the buildings, was $130.~~4 ~~million~~.

~~The~~As ~~printing segment~~described ~~experienced~~in aNote ~~revenue~~7 ~~decline~~to ~~for~~ the ~~second~~consolidated ~~consecutive~~financial ~~year. Commercial sales were down 7.1 percent~~statements, ~~reflecting continuing price competition in~~ the ~~printing~~consolidated ~~industry~~federal, state, and ~~shorter~~local ~~print~~effective ~~run~~income ~~sales~~tax torate ~~existing~~was ~~customers~~44. ~~Intersegment revenues were up~~ 4.7 percent, ~~but~~in ~~are~~2010 ~~nonetheless~~and ~~expected to decline as publishing segment subscribers continue to migrate from print to electronic products~~31. ~~Sales declined 4.~~5 percent in ~~2008~~2009, due to ~~$43.7~~a ~~million. Operating~~non-deductible ~~expenses~~goodwill ~~were~~impairment ~~down 2.9 percent~~expense, ~~reflecting~~a lower ~~variable~~proportion ~~production and~~of ~~selling~~pre-tax ~~expenses.~~income ~~The~~represented ~~segment~~by ~~operating~~tax-exempt ~~profit~~interest, ~~was~~and higher ~~$1.8~~effective ~~million~~state inand ~~2008 compared~~local ~~to $2~~taxes.~~6 million in 2007.~~

~~Total~~2009 ~~revenues for the software segment increased 5~~vs.5 ~~percent compared to~~ 2008 while expenses were up 4.1 percent. BNA Software revenues increased 6.5 percent compared to 2007 due to improved renewals and the completion of a year-long IRS project. Operating expenses were up 5.4 percent. BNA Software’s operating profit was $6.0 million in 2008 compared to $5.5 million in 2007. STF total revenues increased slightly (1.7 percent) compared to 2007, but operational efficiencies lowered operating expenses by 2.6 percent, leading to a 9.2 percent increase in operating profit. The total software segment’s operating profit was up 9.7 percent to $8.5 million. Software revenues are expected to increase in 2009 by a low single-digit percentage.

~~Investment~~The ~~income decreased~~economic ~~$1.0~~downturn ~~million~~continued ~~due~~ to ~~lower~~negatively ~~gains~~affect BNA, especially those businesses relying primarily on ~~sales~~nonsubscription ofrevenue. The ~~securities~~resulting decline in revenue outpaced cost control measures and led to lower ~~investment~~ ~~yields~~profits. ~~Interest~~In addition, at the end of the third quarter, the Company recorded a large goodwill impairment expense. ~~decreased~~This, $combined with higher post-retirement expenses, led to a 1.24 ~~million~~percent ~~due~~increase toin ~~lower~~operating ~~term debt~~expenses ~~balances.~~and ~~Other~~a ~~comprehensive~~sharp ~~(loss)~~decline ~~income~~in ~~reflected~~reported anprofits. ~~unrealized~~Net ~~holding loss~~income was $17.5 million in ~~2008~~2009 compared to a$31.4 ~~gain~~million in ~~2007~~2008, and ~~the~~earnings ~~postretirement~~per ~~benefits adjustment~~share were $0.65 in 2009 versus $1.11 in 2008.

2009 Consolidated revenues were $331.3 million, down 6.0 percent compared to 2008. Software revenues were up, but LTR and SB publishing and the printing segments’ revenues were all down. Consolidated operating expenses were up 1.4 percent due to the impairment expense and higher postretirement expenses for LTR publishing and software, mitigated by management’s cost containment efforts and a decrease in variable printing expenses.

The goodwill that was written down is related to the acquisition of Kennedy Information. At the end of 2008, Kennedy was merged with another BNA subsidiary company, IOMA, to form BNA Subsidiaries, LLC, with the intent of combining the separate operations to reduce costs and exploit strategic synergies. While progress was made towards those goals this year, the continuing difficult business environment particularly affected the markets and the nonsubscription product lines of the Kennedy division of the new company. Kennedy’s revenue and profit results since 2007 and the expectations for the near future no longer supported the remaining goodwill, resulting in the recording of a $17.8 million impairment expense ($10.7 million after-tax, or $.40 per share). Management is taking a number of steps to accelerate the integration of the operations of BNA Subsidiaries, LLC and to reevaluate all its business lines to create a more focused, more strategic, more profitable, and faster growing company going forward.

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AsThe ~~described~~LTR ~~in Note~~publishing 8segment togenerated ~~the~~77 percent of consolidated ~~financial~~revenues, ~~statements~~and LTR segment revenues were $255.7 million, down 2.5 percent compared to the ~~consolidated~~prior ~~federal~~year. BNA Parent and Tax Management subscription and online revenues were down 1.3 percent compared to 2008, ~~state~~ reflecting lower new sales and weaker renewal sales. BNA International revenues were up 4.0 percent in pounds sterling, but down 11.7 percent due to the stronger U.S. dollar, and ~~local~~BNA ~~effective~~Books ~~income~~revenues ~~tax~~were ~~rate~~down ~~was~~$3.2 37million because fewer titles were released. LTR operating expenses included higher postretirement benefit plan expenses, but were nonetheless down 1.4 percent incompared to 2008 due to management cost containment measures. Five new products were launched in 2009. Identifiable development expenses for new products and 37improvements on existing products were $9.5 million in 2009 and $9 ~~percent~~.7 million in ~~2007~~2008. The LTR publishing segment’s operating profit was $35.6 million in 2009, compared to $39.1 million in 2008.

The SB publishing segment, which includes the results of BNA Subsidiaries, LLC (the company resulting from the merger of Kennedy Information and IOMA), saw revenues decline 17.9 percent due to a decline in conferences and non-subscription product sales and due to the timing of consulting contracts and research report release dates. Operating expenses, including the $17.8 million goodwill impairment expense, were up $14.9 million. The SB publishing segment’s operating loss was $20.5 million in 2009 and $0.5 million in 2008.

The printing segment experienced a revenue decline for the third consecutive year as sales declined 22 percent to $34.2 million. Commercial sales were down 29 percent due to lower print volumes and continuing price competition in the printing industry. Intersegment revenues were up 2.2 percent, but are nonetheless expected to decline as publishing segment subscribers continue to migrate from print to electronic products. Operating expenses were down 20.3 percent, reflecting aggressive steps taken to adjust expenses to lower revenues. Despite these efforts on the cost side, operating profit was $0.8 million in 2009 compared to $1.8 million in 2008.

Total revenues for the software segment increased 1.5 percent compared to 2008 while expenses were up 4.7 percent. BNA Software revenues increased 1.7 percent compared to 2008, but operating expenses were up 7.2 percent due to higher postretirement benefit expenses and investment in strategic initiatives aimed at continued growth. BNA Software’s operating profit was $5.1 million in 2009 compared to $6.0 million in 2008. STF total revenues increased slightly (0.4 percent) compared to 2008, but operational efficiencies lowered operating expenses by 8.7 percent, leading to a 14.2 percent increase in operating profit. The total software segment’s operating profit was down 7.0 percent to $7.9 million from $8.5 million in 2008.

Investment income decreased slightly, reflecting higher gains on sales of securities but lower yields. Interest expense was lower due to lower term debt balances. Other comprehensive income reflected an unrealized holding gain in 2009 compared to an unrealized holding loss in 2008, and a change in unamortized postretirement obligations.

As described in Note 7 to the consolidated financial statements, the consolidated federal, state, and local effective income tax rate was 31.5 percent in 2009 and 37.4 percent in 2008, due to a higher proportion of pre-tax income represented by tax-exempt interest and lower effective state and local taxes.

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Cash Flows, Liquidity, and Financial Resources

~~Cash~~Customer ~~operating expenditures~~cash receipts were ~~down~~up 54.62 percent, ~~but~~while ~~customer~~ cash ~~receipts~~operating expenditures were down 82.0 9 percent, leading to cash provided from operating activities to ~~decrease~~increase 2340 percent in ~~2009~~2010 to $3550.93 million.

Cash ~~provided~~used by in investing activities netted to $58.98 million. Net cash ~~provided~~used ~~from~~for securities investments totaled $133.7 million. Net capital expenditures amounted to a $3.5 .2 million outlay, reflecting $24.6 million for property and equipment additions and capitalized software and $0.96 million ~~for~~to ~~purchased~~complete ~~publishing~~the ~~assets.~~Llesiant ~~The investment in an affiliated company amounted $4~~acquisition.3 ~~million.~~ Capital expenditures for ~~2010~~2011 are expected to be approximately $76.35 million.

Cash used for financing activities netted to $4334.27 million. Receipts for sales of Class A capital stock to employees totaled $9.76 million. Capital stock repurchases were $3122.23 million. Debt principal repayments amounted to $10.5 million and the Company paid cash dividends of $11.15 million in ~~2009~~2010.

The Company's stockholders, when selling stock, are required to first tender it to the Company. The Company has supported the continuance of employee ownership through its practice of repurchasing stock tendered by stockholders, but is not required to do so. Capital stock with a market value of $54.20 million as of December 31, ~~2009~~ 2010, is known or expected to be tendered in ~~2010~~2011. The actual value of shares tendered will likely be higher.

Contractual cash obligations as of December 31, ~~2009~~2010, were as follows (in thousands of dollars):

	Payments Due by Period
Contractual Obligations:	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
Term Debt (includes interest)	$	2513,~~579~~454	$	1213,~~125~~454	$	~~13,454~~---	$	---	$	---
Operating Leases		1016,~~178~~766		2,~~879~~920		3,~~394~~727		13,~~501~~161		26,~~404~~958
Planned Pension Contributions		2,000		2,000		---		---		---
Total	$	3732,~~757~~220	$	1718,~~004~~374	$	163,~~848~~727	$	13,~~501~~161	$	26,~~404~~958

With over $~~119~~ 130 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 additional debt capacity based on its operating cash flows and real estate equity.

Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates its estimates and assumptions on an ongoing basis using a combination of historical information and other information that is believed to be relevant. Actual results may differ from these estimates based on different assumptions or conditions. The Company believes the critical accounting policies that most impact the consolidated financial statements are described below.

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The Company has $45.0 million of goodwill assigned to five reporting units at year-end 2009 as described in Note 7 to the consolidated financial statements. The carrying amount of goodwill is subject to annual impairment testing or on an interim basis if events or circumstances indicate that an impairment is more likely than not to have occurred. Goodwill that is not supported by measures of fair value must be written down, resulting in an impairment expense. Fair value is estimated using a combination of the market approach, which uses comparable sales multiples, and the income, or discounted cash flows approach. Due to the current economic downturn, the Company prepared an interim analysis of goodwill as of September 12, 2009, and recorded an impairment expense as described in Note 7 to the consolidated financial statements. At year-end, the Company updated its analysis of goodwill as of December 31, 2009, and determined that there was no further impairment and that none of the reporting units were close to failing step one of the impairment analysis.

The Company has $7.0 million of intangible assets at year-end 2009, as summarized in Note 9 to the Company’s financial statements. Most of this is software that is used internally. In addition, intangible assets include identified assets of Kennedy at the time of its acquisition. These assets are amortized over their estimated useful lives, typically five to seven years. The Company evaluates the recoverability of the intangible assets when events and circumstances indicate an impairment may have occurred, using estimates and assumptions including future revenues, cash flows, and discount rates. If an impairment in value occurs, an impairment expense must be recorded and amortization periods may be reduced. Amortization expense was $3.3 million in 2009, $3.3 million in 2008, and $3.7 million in 2007.

The Company has recorded $57.3 million of net deferred income tax assets as of year-end 2009, as described in Note 8 to the consolidated financial statements. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. The Company has consistently achieved profitability and taxable income. In the opinion of management, this trend will continue, and it is more likely than not that the recorded deferred income tax assets will be fully realized.

As described in Note 4 to the Company’s financial statements, the Company has pension and other postretirement benefit liabilities totaling $210.6 million at year-end 2009. A number of actuarial assumptions are used to compute these liabilities, the projected benefit obligations, and the related benefit expenses. The assumed discount rates are based on the Citigroup Pension Yield Curve. Other assumptions include life expectancies, retirement ages, health care cost trends, compensation increases, and returns on plan assets. Changes in these assumptions can and do change the amounts of postretirement benefit liabilities and related expenses. The Company, in consultation with its actuaries, periodically reviews the assumptions and revises them when appropriate. Total expenses for the postretirement benefits that were subject to estimates and assumptions were $33.0 million in 2009, $20.2 million in 2008, and $18.8 million in 2007.

The Company has recorded customer receivables of $31.0 million as of year-end 2009, as described in Note 9 to the Company’s financial statements. Accounts receivable are presented net of an allowance for doubtful accounts of $1.6 million, based on historical collection experience and a review of the current status of accounts receivable. It is reasonably possible that the estimate will change.

Off Balance Sheet Arrangements and Effects of Inflation and Changing Prices

The Company has no off balance sheet arrangements as defined by the Securities Exchange Commission in Regulation S-K, Item 303(a)(4)(ii).

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The Company has $37.1 million of goodwill assigned to five reporting units at year-end 2010 as described in Note 6 to the consolidated financial statements. The carrying amount of goodwill is subject to annual impairment testing or on an interim basis if events or circumstances indicate that an impairment is more likely than not to have occurred. Goodwill that is not supported by measures of fair value must be written down, resulting in an impairment expense. Fair value is estimated using a combination of the market approach, which uses comparable sales multiples, and the income, or discounted cash flows approach. Due to the current economic downturn, the Company prepared an interim analysis of goodwill as of September 11, 2010, and recorded an impairment expense as described in Note 6 to the consolidated financial statements. At year-end, the Company updated its analysis of goodwill as of December 31, 2010, and determined that there was no further impairment and that none of the reporting units was close to failing step one of the impairment analysis.

The Company has $10.0 million of intangible assets at year-end 2010, as summarized in Note 8 to the Company’s financial statements. Most of this is software that is used internally. In addition, intangible assets include identified assets of Llesiant at the time of its acquisition. These assets are amortized over their estimated useful lives, typically four to seven years. The Company evaluates the recoverability of the intangible assets when events and circumstances indicate an impairment may have occurred, using estimates and assumptions including future revenues, cash flows, and discount rates. If an impairment in value occurs, an impairment expense must be recorded and amortization periods may be reduced. Amortization expense was $3.4 million in 2010, $3.3 million in 2009, and $3.3 million in 2008.

The Company has recorded $15.0 million of net deferred income tax assets as of year-end 2010, as described in Note 7 to the consolidated financial statements. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. The Company has consistently achieved profitability and taxable income. In the opinion of management, this trend will continue, and it is more likely than not that the recorded deferred income tax assets will be fully realized.

As described in Note 4 to the Company’s financial statements, the Company has pension and other postretirement benefit liabilities totaling $113.5 million at year-end 2010. A number of actuarial assumptions are used to compute these liabilities, the projected benefit obligations, and the related benefit expenses. The assumed discount rates are based on the Citigroup Pension Yield Curve. Other assumptions include life expectancies, retirement ages, health care cost trends, compensation increases, and returns on plan assets. Changes in these assumptions can and do change the amounts of postretirement benefit liabilities and related expenses. The Company, in consultation with its actuaries, periodically reviews the assumptions and revises them when appropriate. Total expenses for the postretirement benefits that were subject to estimates and assumptions were $10.4 million in 2010, $33.0 million in 2009, and $20.2 million in 2008.

The Company has recorded gross customer receivables of $36.1 million as of year-end 2010, as described in Note 8 to the Company’s financial statements. Accounts receivable are presented net of an allowance for doubtful accounts of $1.7 million, based on historical collection experience and a review of the current status of accounts receivable. It is reasonably possible that the estimate will change.

Off Balance Sheet Arrangements and Effects of Inflation and Changing Prices

The Company has no off balance sheet arrangements as defined by the Securities Exchange Commission in Regulation S-K, Item 303(a)(4)(ii).

The Company’s results of operations and financial condition have not been significantly affected by inflation, and the company’s principal operating costs have not generally been subject to significant inflationary pressures.

Accounting Pronouncements

The FASB Accounting Standards Codification (ASC) became the source of authoritative generally accepted accounting principles (GAAP) for nongovernmental entities effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. Rules and interpretative guidance issued by the Securities and Exchange Commission (SEC) also remain sources of GAAP for SEC registrants. The Codification does not change current GAAP, but organizes pre-existing guidance by topic. Updates to the ASC will be made using Accounting Standards Updates (ASU). The Company adopted the Codification as of December 31, 2009. As such, references to non-SEC GAAP guidance will now refer to Accounting Standards Updates (or to the ASC itself).

Accounting Standards Codification 715, Compensation—Retirement Benefits (ASC 715, formerly FASB Statement of Financial Accounting Standards No. 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets), expands the disclosure requirements about fair value measurements for defined benefit pension and other postretirement plans. The Company adopted these requirements as of December 31, 2009.

Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements—a Consensus of the FASB Emerging Issues Task Force (ASU 2009-13), amends the ASC to require new accounting and reporting requirements for vendors with multiple-deliverable revenue arrangements with their customers. The amendments in ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect ASU 2009-13 to have a material effect on its financial statements.

Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements—a Consensus of the FASB Emerging Issues Task Force (ASU 2009-14), amends the ASC to clarify the guidance for vendors that sell or lease tangible products containing software. The amendments in ASU 2009-14 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted, but a vendor must adopt the amendments in the same period and using the same transition method as it uses to adopt the amendments in ASU 2009-13. The Company does not expect ASU 2009-14 to have a material effect on its financial statements.

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Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate risks in its investment portfolio. An increase in market interest rates would result in a decline in the market value of the Company’s fixed-income securities.

The maturity dates and average interest yields for fixed-income securities debt held in the Company’s investment portfolio as of December 31, ~~2009~~2010 were as follows (in thousands of dollars):

Expected Maturity Date	~~2010~~2011	~~2011~~2012	~~2012~~2013	~~2013~~2014	~~2014~~2015	Thereafter
Municipal Bonds	$1415,~~446~~260	$153,~~673~~517	$ 35,~~581~~921	$ 62,~~794~~785	$ 32,~~945~~156	$4659,~~847~~069
Average Interest Yield	5.20%	5.0%	5.0%	5.0%	5.21%	43.13%
Corporate Bonds	$ ~~279~~195	---	~~$ 506~~---	---	---	---
Average Interest Yield	45.10%	---	~~4.1%~~---	---	---	---
Total	$1415,~~725~~455	$153,~~673~~517	$ 45,~~087~~921	$ 62,~~794~~785	$ 32,~~945~~156	$4659,~~847~~069
Average Interest Yield	5.20%	5.0%	45.90%	5.0%	5.21%	43.13%

The Company manages interest rate risk in its investment portfolio by diversifying the maturities of its fixed-income investments. Approximately 4934 percent of these instruments at year-end ~~2009~~2011 mature within five years. Shorter-term maturity investments reduce the risk that an increase in market interest rates will have a permanent adverse effect on the Company's financial position. The Company has no foreign exchange contracts, does not hold securities for trading purposes, and does not use derivative financial instruments.

At December 31, ~~2009~~2010, the Company’s investment portfolio included equity securities with a market value of $1725.16 million. With all other factors remaining constant, a hypothetical broad-based decline in equity market prices of 10 percent would reduce the investment portfolio held in equity investments by $12.76 million as of December 31, ~~2009~~2010.

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PART II

Item 8.

Financial Statements and Supplementary Data

THE BUREAU OF NATIONAL AFFAIRS, INC.

Consolidated Financial Statements

December 31, ~~2009~~ 2010 and ~~2008~~2009

(With Independent Registered Public

Accounting Firm’s Report Thereon)

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

The Bureau of National Affairs, Inc.

Arlington, Virginia

We have audited the accompanying consolidated balance sheets of The Bureau of National Affairs, Inc. ~~and~~ ~~subsidiaries~~ (the “Company”) as of December 31, ~~2009~~2010 and ~~2008~~2009 and the related consolidated statements of income, stockholders’ equity (deficit) ~~equity~~ and comprehensive income (loss), and cash flows for each of the three years in the ~~three-year~~ period ended December 31, ~~2009~~2010. In connection with our audits of the financial statements, we have also audited the financial statement schedule listed in Item 15(a)(2) of the accompanying index. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Bureau of National Affairs, Inc. at December 31, ~~2009~~2010 and ~~2008~~2009, and the results of its operations and its cash flows for each of the three years in the ~~three-year~~ period ended December 31, ~~2009~~ 2010, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As/s/BDO ~~discussed in Note 4 to the consolidated financial statements~~USA, the Company adopted Accounting Standards Codification 715, Compensation—Retirement Benefits (ASC 715, formerly FASB Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (FAS 158)) in 2007.LLP

/s/BDO Seidman, LLP

Bethesda Maryland

March 24, 2011 ~~2010~~

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THE BUREAU OF NATIONAL AFFAIRS, INC.

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, ~~2009~~2010, ~~2008~~2009, AND ~~2007~~2008

(In thousands of dollars, except per share amounts)

	2009			2008			2007
	2010			2009			2008
Operating Revenues (Note 3)	$	331,253		$	352,211		$	352,224
Operating Revenues (Note 2)	$	331,009		$	331,253		$	352,211
Operating Expenses
(Notes 3, 4, 7, 9 and 11):
(Notes 2, 4, 6, 8 and 10):
Editorial, production, and distribution		~~177~~162,~~870~~374			~~188~~177,~~114~~870			~~184~~188,~~301~~114
Selling		5444,~~264~~981			5554,~~286~~261			5755,~~478~~286
General and administrative		5770,~~691~~378			5957,~~916~~543			6159,~~890~~928
Goodwill impairment		176,~~805~~634			~~---~~17,805			---
Total Operating Expenses		~~307~~284,~~627~~367			~~303~~307,~~316~~479			303,~~669~~328
(Loss) Gain on Dispositions (Note 6)		148			(12	)		92,133
Operating Profit		46,642			23,774			48,883
Operating Profit		23,774			48,883			140,688
Investment income (Note 5)		4,818			4,407			4,579
Investment income (Note 5)		4,407			4,579			5,566
Interest expense (Note 9)		(1,750	)		(2,519	)		(3,277	)
Interest expense (Note 10)		(2,519	)		(3,277	)		(4,472	)
Equity loss of affliated company (Note 3)		(67	)		(137	)		---
Equity loss of affliated company (Note 2)		(137	)		---			---
Income Before Income Taxes		49,643			25,525			50,185
Income Before Income Taxes		25,525			50,185			141,782
Provision for income taxes (Note 7)		22,034			8,030			18,744
Provision for income taxes (Note 8)		8,030			18,744			53,744
Net Income	$	27,609		$	17,495		$	31,441
Net Income	$	17,495		$	31,441		$	88,038
Earnings Per Share (Note 11)	$	1.07		$	.65		$	1.11
Earnings Per Share (Note 12)	$	.65		$	1.11		$	2.99

See accompanying notes to consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, ~~2009~~2010 AND ~~2008~~2009

(In thousands of dollars)

ASSETS

	December 31,
	2009		2008
	2010		2009
Current Assets:
Cash and cash equivalents (Note 5)	$	916,~~757~~464	$	119,~~139~~757
Short-term investments (Note 5)		1415,~~445~~259		814,~~530~~445
Receivables, net (Note 9)		32,604		35,661
Receivables, net (Note 8)		36,826		32,604
Inventories, net (Note 9)		2,935		2,608
Inventories, net (Note 8)		1,457		2,935
Prepaid expenses		34,~~739~~609		43,~~966~~739
Deferred income taxes (Note 8)		5,652		7,136
Deferred income taxes (Note 7)		4,666		5,652
Total Current Assets		6979,~~132~~281		7069,~~040~~132
Marketable Securities (Note 5)		9599,~~305~~258		~~106~~95,~~681~~305
Property and Equipment, net (Note 9)		115,036		120,426
Property and Equipment, net (Note 8)		109,200		115,036
Deferred Income Taxes (Note 8)		51,601		45,286
Deferred Income Taxes (Note 7)		10,308		51,601
Goodwill (Note 7)		44,962		61,790
Goodwill (Note 6)		37,098		44,962
Intangible and Other Assets, net (Note 9)		7,231		8,463
Intangible and Other Assets, net (Note 8)		12,550		11,394
Investment in Affiliated Company (Note 2)		4,163		---
Total Assets	$	347,695	$	387,430
Total Assets	$	387,430	$	412,686

See accompanying notes to consolidated financial statements.

(Continued)

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THE BUREAU OF NATIONAL AFFAIRS, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, ~~2009~~2010 AND ~~2008~~2009

(In thousands of dollars)

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

	December 31,
	2009			2008
	2010			2009
Current Liabilities:
Current portion of long-term debt (Note 10)	$	10,500		$	10,500
Current portion of long-term debt (Note 9)	$	13,000		$	10,500
Payables and accrued liabilities (Note 9)		38,606			40,497
Payables and accrued liabilities (Note 8)		39,377			38,606
Deferred revenues (Note 3)		125,378			133,630
Deferred revenues (Note 2)		130,411			125,378
Total Current Liabilities		~~174~~182,~~484~~788			~~184~~174,~~627~~484
Long-Term Debt, less current portion (Note 10)		13,000			23,500
Long-Term Debt, less current portion (Note 9)		---			13,000
Postretirement Benefits, less current portion (Note 4)		~~210~~113,~~533~~488			~~219~~210,~~686~~533
Other Liabilities		~~1,381~~860			1,~~337~~381
Total Liabilities		~~399~~297,~~398~~136			~~429~~399,~~150~~398
Commitments and Contingencies (Notes 11, and 12)
Commitments and Contingencies (Notes 10, and 11)
Stockholders’ Deficit (Note 12):
Stockholders’ Equity (Deficit) (Note 11):
Common stock issued, $1.00 par value —
Class A – 30,000,000 shares		30,000			30,000
Class B – 24,634,865 shares		24,635			24,635
Class C – 2,531,680 shares		2,532			2,532
Additional paid-in capital		4752,~~511~~635			4247,~~181~~511
Retained earnings		~~224~~240,~~406~~560			~~218~~224,~~026~~406
Treasury stock, at cost – 30,913,320 shares
Treasury stock, at cost – 31,709,269 shares
in 2009 and 29,547,221 in 2008		(277,749	)		(250,902	)
in 2010 and 30,913,320 in 2009		(295,634	)		(277,749	)
Accumulated other comprehensive loss:
Net unrealized gain (loss) on marketable securities		1,366			(3,701	)
Net unrealized gain on marketable securities		2,000			1,366
Foreign currency translation adjustment		(~~129~~123	)		(~~104~~129	)
Postretirement benefits		(646,~~540~~046	)		(7964,~~131~~540	)
Total Stockholders’ Deficit		(11,968	)		(16,464	)
Total Stockholders’ Equity (Deficit)		50,559			(11,968	)
Total Liabilities and Stockholders’ Deficit	$	387,430		$	412,686
Total Liabilities and Stockholders’ Equity (Deficit)	$	347,695		$	387,430

See accompanying notes to consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, ~~2009~~2010, ~~2008~~2009, AND ~~2007~~2008

(In thousands of dollars)

	2009			2008			2007
	2010			2009			2008
Cash Flows from Operating Activities:
Net income	$	1727,~~495~~609		$	3117,~~441~~495		$	8831,~~038~~441
Adjustments to reconcile net income to net
cash provided by operating activities –
Goodwill impairment		176,~~805~~634			~~---~~17,805			---
Depreciation and amortization		109,~~012~~953			910,~~935~~012			89,~~319~~935
Deferred income taxes		~~(15~~2,~~599~~790	)		~~721~~(15,599	)		~~35,040~~721
(Gain) loss on sales of securities		(~~464~~1,340	)		~~314~~(464	)		~~(450~~314	)
Gain on sale of buildings		---			---			(92,524	)
Equity in loss of affiliated company		67			137			---
Equity in loss of affiliated company		137			---			---
Others		1,671			463			645
Others		463			645			1,545
Changes in operating assets and liabilities –
Receivables		3(4,~~151~~374	)		73,~~182~~151			17,~~918~~182
Inventories		~~(327~~1,478	)		~~535~~(327	)		~~556~~535
Payables and accrued liabilities		(~~2,622~~63	)		1(2,~~219~~622	)		(61,~~284~~219	)
Deferred revenues		(85,~~203~~688	)		(68,~~414~~203	)		4(6,~~384~~414	)
Postretirement benefits		131,~~493~~477			113,~~634~~493			1,~~090~~634
Other assets and liabilities – net		~~587~~(1,318	)		~~(482~~587	)		~~650~~(482	)
Net cash provided by operating activities		3550,~~928~~272			4635,~~730~~928			4246,~~282~~730
Cash Flows from Investing Activities:
Proceeds from sale of buildings		---			---			106,090
Acquisition of business (net of $56 cash
Purchase of building and improvements		---			---			(103,955	)
acquired in 2010)		(565	)		(4,300	)		---
Investment in affiliated company		(4,300	)		---			---
Purchase of property and equipment		(1,553	)		(1,319	)		(1,482	)
Purchase of property and equipment		(1,319	)		(1,482	)		(10,209	)
Capitalized software		(3,101	)		(1,371	)		(1,007	)
Capitalized software		(1,371	)		(1,007	)		(343	)
Acquisition of publishing assets		---			(914	)		(831	)
Acquisition of publishing assets		(914	)		(831	)		(155	)
Proceeds from sale of property and equipment		26			31			---
Proceeds from sale of property and equipment		31			---			---
Investment security sales and maturities		52,490			55,399			67,765
Investment security sales and maturities		55,399			67,765			89,303
Investment security purchases		(56,146	)		(41,672	)		(72,633	)
Investment security purchases		(41,672	)		(72,633	)		(93,651	)
Net cash (used in) provided by investing activities		(8,849	)		5,854			(8,188	)
Net cash provided by (used in) investing activities		5,854			(8,188	)		(12,920	)

See accompanying notes to consolidated financial statements.

(Continued)

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THE BUREAU OF NATIONAL AFFAIRS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, ~~2009~~2010, ~~2008~~2009, AND ~~2007~~2008

(In thousands of dollars)

	2009			2008			2007
	2010			2009			2008
Cash Flows from Financing Activities:
Receipts for capital stock sales to employees		9,~~690~~565			119,~~175~~690			911,~~626~~175
Purchases of treasury stock		(3122,~~239~~326	)		(2831,~~449~~239	)		(2928,~~980~~449	)
Payment of long-term debt		(10,500	)		(10,500	)		(10,500	)
Dividends paid		(11,~~115~~455	)		(11,~~418~~115	)		(1011,~~720~~418	)
Net cash used for financing activities		(4334,~~164~~716	)		(3943,~~192~~164	)		(4139,~~574~~192	)
Net Decrease in Cash and Cash Equivalents		(1,382	)		(650	)		(12,212	)
Net Increase (Decrease) in Cash and Cash Equivalents		6,707			(1,382	)		(650	)
Cash and Cash Equivalents, beginning of year		119,~~139~~757			11,~~789~~139			2411,~~001~~789
Cash and Cash Equivalents, end of year	$	916,~~757~~464		$	119,~~139~~757		$	11,~~789~~139
Supplemental Cash Flow Information:
Interest paid	$	21,~~651~~754		$	32,~~430~~651		$	43,~~146~~430
Income taxes paid		2119,~~236~~001			1921,~~893~~236			1719,~~230~~893

See accompanying notes to consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) ~~EQUITY~~ AND COMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31, ~~2009~~2010, ~~2008~~2009, AND ~~2007~~2008

(In thousands of dollars, except per share amounts)

	Comprehensive			Capital		Additional								Accum. Other
	Income (Loss)			Stock		Paid-In		Retained			Treasury			Comprehensive
	(Note 13)			Issued		Capital		Earnings			Stock			Loss
	(Note 12)			Issued		Capital		Earnings			Stock			Loss
Balance, January 1, 2007				$	57,167	$	23,876	$	120,685		$	(201,034	)	$	1,155
Balance, January 1, 2008				$	57,167	$	35,772	$	198,003		$	(227,202	)	$	(30,360	)
Net Income	$	88,038			---		---		88,038			---			---
Other Comprehensive Income, net of tax:
Unrealized gain on marketable securities		330			---		---		---			---			330
Currency translation adjustment		(46	)		---		---		---			---			(46	)
Minimum pension liability adjustment		96			---		---		---			---			96
Comprehensive Income	$	88,418
Adoption of ASC 715 (formerly FAS 158), net of
$22,049 tax benefit*					---		---		---			---			(31,895	)
Sales of Class A treasury shares to employees					---		5,328		---			3,812			---
Repurchases of shares					---		---		---			(29,980	)		---
Share-based liabilities					---		6,310		---			---			---
Stock-based compensation expense					---		258		---			---			---
Cash dividends--$.36 per share, class A, B, and C					---		---		(10,720	)		---			---
Balance, December 31, 2007,					57,167		35,772		198,003			(227,202	)		(30,360	)
Net Income	$	31,441			---		---		31,441			---			---
Other Comprehensive Income, net of tax:
Unrealized loss on marketable securities		(5,523	)		---		---		---			---			(5,523	)
Currency translation adjustment		183			---		---		---			---			183
Post Retirement Benefit adjustment		(47,236	)		---		---		---			---			(47,236	)
Postretirement Benefit adjustment		(47,236	)		---		---		---			---			(47,236	)
Comprehensive Loss	$	(21,135	)
Sales of Class A treasury shares to employees					---		6,409		---			4,749			---
Repurchases of shares					---		---		---			(28,449	)		---
Cash dividends--$.40 per share, class A, B, and C					---		---		(11,418	)		---			---
Balance, December 31, 2008					57,167		42,181		218,026			(250,902	)		(82,936	)
Balance, December 31, 2008,					57,167		42,181		218,026			(250,902	)		(82,936	)
Net Income	$	17,495			---		---		17,495			---			---
Other Comprehensive Income, net of tax:
Unrealized gain on marketable securities		5,067			---		---		---			---			5,067
Currency translation adjustment		(25	)		---		---		---			---			(25	)
Post Retirement Benefit adjustment		14,591			---		---		---			---			14,591
Postretirement Benefit adjustment		14,591			---		---		---			---			14,591
Comprehensive Income	$	37,128
Sales of Class A treasury shares to employees					---		5,330		---			4,392			---
Repurchases of shares					---		---		---			(31,239	)		---
Cash dividends--$.41 per share, class A, B, and C					---		---		(11,115	)		---			---
Balance, December 31, 2009				$	57,167	$	47,511	$	224,406		$	(277,749	)	$	(63,303	)
Net Income	$	27,609			---		---		27,609			---			---
Other Comprehensive Income, net of tax:
Unrealized gain on marketable securities		634			---		---		---			---			634
Currency translation adjustment		6			---		---		---			---			6
Postretirement Benefit adjustment		58,494			---		---		---			---			58,494
Comprehensive Income	$	86,743
Sales of Class A treasury shares to employees					---		5,124		---			4,441			---
Repurchases of shares					---		---		---			(22,326	)		---
Cash dividends--$.44 per share, class A, B, and C					---		---		(11,455	)		---			---
Balance, December 31, 2010				$	57,167	$	52,635	$	240,560		$	(295,634	)	$	(4,169	)

*See Note 17.

See accompanying notes to consolidated financial statements.

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THE BUREAU OF NATIONAL AFFAIRS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR YEARS ENDED DECEMBER 31, ~~2009~~2010, ~~2008~~2009, AND ~~2007~~2008

(1)	PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of The Bureau of National Affairs, Inc. (the “Parent”) and its subsidiary companies (consolidated, the “Company”). The Company’s primary business 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. Its printing subsidiary provides printing services, and its software businesses develop, produce, and market tax and financial planning software. Material intercompany transactions and balances have been eliminated. Certain prior year balances have been reclassified to conform to the current year presentation. ~~Accounting changes are described in Note 17.~~

The reported amounts of some 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. 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~~ these financial statements were issued and did not note any events that would require disclosure or adjustment to the consolidated financial statements ~~other than the acquisition of Llesiant referred to in Note 2~~ .

(2) ~~ACQUISITION~~RECOGNITION OF REVENUES, DEFERRED REVENUES, AND SELLING EXPENSES

In December 2009, the Company acquired 42 percent of the common 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 is recorded using the equity method of accounting, which requires the Company’s percentage interest in Llesiant’s loss ($137,000 for 2009) to be recorded in the Consolidated Statements of Income, and the investment to be recorded in the Consolidated Balance Sheets. The Company acquired the remainder of Llesiant in February 2010.

(3) RECOGNITION OF REVENUES, DEFERRED REVENUES, AND SELLING EXPENSES

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.

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.

Table of Contents

~~Revenues~~Deferred ~~from printing~~revenues ~~services~~at ~~are~~year-end ~~recognized~~consisted ~~when~~of ~~the materials are shipped~~$113. ~~Revenues~~9 ~~from~~million ~~consulting,~~of ~~software~~deferred ~~data~~subscription ~~conversion,~~revenues and ~~training~~ ~~are~~$16.5 ~~recognized~~million ~~when~~of ~~the~~deferred ~~services~~software ~~have~~revenues ~~been completed~~in 2010 and $109. ~~Revenues~~1 ~~from~~million ~~event-related~~of ~~activities,~~deferred ~~such~~subscription ~~as conferences,~~revenues ~~are~~and ~~recognized~~$16.3 ~~when~~million ~~the~~of ~~event~~deferred ~~has~~software ~~been~~revenues ~~completed~~in 2009.

Deferred revenues at year-end consisted of $109.1 million of deferred subscription revenues and $16.3 million of deferred software revenues in 2009, and $117.4 million of deferred subscription revenues and $16.2 million of deferred software revenues in 2008.

Sales tax collections are presented on a net basis (excluded from revenues). Shipping charges are included in distribution expense.

Advertising costs are expensed as incurred and were $65,~~815~~724,000, $86,~~185~~815,000, and $8,~~594~~185,000 in 2010, 2009, ~~2008~~ and ~~2007~~2008, respectively.

(43) ~~EMPLOYEE BENEFIT PLANS~~ACQUISITION

~~The~~During ~~Company~~the ~~has~~first ~~two noncontributory~~quarter ~~defined~~of ~~benefit~~2009, ~~pension~~the ~~plans~~Company ~~covering~~invested ~~employees~~$3.2 million in preferred stock of ~~the Parent~~Llesiant Corporation, a technology partner. ~~Benefits~~Llesiant ~~are~~is the developer of the taxonomy-based onsearch ~~years~~engine ofused ~~service~~by “BNA Convergence,” a delivery platform designed for the legal and ~~average~~corporate ~~annual compensation~~markets that allows searching of all BNA content along with a large collection of third-party content. ~~One~~The ~~plan~~investment iswas ~~ERISA~~recorded as a long-~~qualified~~term investment. During the fourth quarter of 2009, the ~~other~~Company isincreased ~~a supplemental~~its ~~plan~~long-term investment by $0.8 million. Also during the fourth quarter, the Company purchased 42 percent of the outstanding common stock for ~~certain~~$0.3 ~~employees~~million ~~whose~~and ~~benefits~~began ~~are~~to ~~limited~~recognize ~~under~~its percentage interest in Llesiant’s loss using the ~~qualified~~ ~~plan~~equity method of accounting ($137,000 at year-end 2009). ~~The~~During ~~Company~~the ~~also~~first ~~provides~~quarter ~~other~~of ~~postretirement benefits~~2010, ~~consisting~~the ofCompany ~~health~~made ~~care~~additional ~~and~~investments ~~life~~of ~~insurance~~$0.3 ~~benefits~~million, torecognized ~~retired employees~~a further equity-method loss of $67,000, and then purchased the ~~Parent~~remaining interest in the company it did not already own for $0.3 million in early 2010. Supplemental pro forma information is not presented since the acquisition was immaterial.

AsThe offollowing ~~December~~table ~~31,~~summarizes ~~2007,~~ the ~~Company adopted~~consideration ~~Accounting~~paid ~~Standards Codification 715, Compensation—Retirement Benefits [ASC 715, formerly FASB Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension~~ and ~~Other Postretirement Plans (FAS 158)]. ASC 715 requires~~ the ~~recognition~~amounts of the ~~overfunded~~ orassets ~~underfunded~~acquired ~~status of defined benefit pension~~ and ~~other postretirement~~the ~~benefit~~liabilities ~~plans~~assumed asrecognized anat ~~asset~~the oracquisition ~~liability~~date (in ~~the~~thousands ~~consolidated balance sheets and the recognition~~ of ~~changes in that funded status in the year in which the changes occur through comprehensive income.~~dollars):

Consideration:

Cash	$	4,921

Recognized amounts of identifiable assets acquired and liabilities assumed:
Software	$	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

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(4)	EMPLOYEE BENEFIT PLANS

The Company has two noncontributory defined benefit pension plans covering employees of the Parent. Benefits are based on years of service and average annual compensation. One plan is ERISA-qualified, the other is a supplemental plan for certain employees whose benefits are limited under the qualified plan. The Company also provides other postretirement benefits, consisting of health care and life insurance benefits, to retired employees of the Parent.

The following table sets out summarized financial information about the plans as of December 31 (in thousands of dollars):

	Pension Benefits						Other Postretirement Benefits
	2009			2008			2009			2008
	2010			2009			2010			2009
Change in projected benefit obligation:
Benefit obligation - January 1	$	~~212~~234,~~204~~865		$	~~196~~212,~~621~~204		$	~~177~~183,~~325~~734		$	~~155~~177,~~078~~325
Service cost		8,~~034~~298			78,~~568~~034			63,~~470~~321			56,~~748~~470
Interest cost		13,~~086~~588			1213,~~267~~086			105,~~983~~736			910,~~795~~983
Actuarial loss (gain)		107,~~900~~824			410,~~256~~900			(56,~~973~~445	)		11(5,~~143~~973	)
Benefits paid		(9,359	)		(8,508	)		(5,071	)		(4,439	)
Plan amendment		---			---			(109,457	)		---
Benefit obligation - December 31		234,865			212,204			183,734			177,325
Benefits paid		(9,363	)		(9,359	)		(5,510	)		(5,071	)
Benefit obligation - December 31		255,212			234,865			84,269			183,734
Change in plan assets:
Fair value of plan assets - January 1		~~153~~190,~~304~~861			~~184~~153,~~966~~304			1617,~~442~~120			2516,~~996~~442
Actual return on plan assets		3122,~~819~~851			~~(37~~31,~~275~~819	)		1,~~311~~078			(91,~~554~~311	)
Employer contribution		154,000			1415,000			---			---
Benefits paid		(9,~~262~~278	)		(89,~~387~~262	)		(~~633~~700	)		~~---~~(633	)
Fair value of plan assets - December 31		~~190~~208,~~861~~434			~~153~~190,~~304~~861			17,~~120~~498			1617,~~442~~120
Funded status	$	(4446,~~004~~778	)	$	(5844,~~900~~004	)	$	(~~166~~66,~~614~~771	)	$	(~~160~~166,~~883~~614	)
Amounts recognized in the balance sheet
Payables and accrued liabilities		(8561	)		(9785	)		---			---
Postretirement benefits		(4346,~~919~~717	)		(5843,~~803~~919	)		(~~166~~66,~~614~~771	)		(~~160~~166,~~883~~614	)
Net amount recognized	$	(4446,~~004~~778	)	$	(5844,~~900~~004	)	$	(~~166~~66,~~614~~771	)	$	(~~160~~166,~~883~~614	)
Amounts included in accumulated other comprehensive loss (pre-tax)
Net actuarial loss		(5755,~~459~~145	)		(7057,~~090~~459	)		(5053,~~858~~611	)		(6050,~~811~~858	)
Prior service cost		(~~371~~306	)		(~~433~~371	)		~~---~~98,916			---
Total	$	(5755,~~830~~451	)	$	(7057,~~523~~830	)	$	~~(50~~45,~~858~~305	)	$	(6050,~~811~~858	)
Assumed discount rate		65.0065	%		6.2500	%		65.0065	%		6.2500	%
Assumed rate of compensation increase		4.75	%		4.75	%		---			---

The estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost during ~~2010~~2011 are a $3,~~320~~010,000 net actuarial loss and $6267,000 for prior service cost for the pension benefit plan and a $34,~~166~~433,000 net actuarial loss and $12,953,000 for prior service credit for the other postretirement benefit plan.

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The Company’s funding practice for the qualified pension plan is to contribute amounts which, at a minimum, satisfy ERISA requirements. The Company contributed $154,000,000 in ~~2009~~2010, $1415,000,000 in ~~2008~~2009, and $14,000,000 in ~~2007~~ 2008. The supplemental plan’s benefits are paid from the Company’s general assets. The Company’s policy with respect to other postretirement benefits is to fund these benefits as claims and premiums are paid or through a Voluntary Employees’ Beneficiary Association (VEBA) trust. The Company expects to contribute $2 million to its pension plan and none to its other postretirement benefit plan in ~~2010~~2011.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in thousands of dollars):

			Other
	Pension		Postretirement
	Benefits		Benefits
2010	$	11,664	$	5,357
2011	$	13,119	$	4,566
2011		12,885		6,130
2012		14,239		5,103
2012		13,977		6,982
2013		15,055		5,588
2013		14,934		7,840
2014		16,089		6,064
2014		15,932		8,675
2015		17,032		6,434
Years 2015 – 2019		93,380		54,517
Years 2016 – 2020		97,640		34,977

Pension accounting requires the calculation of two benefit obligation amounts. The projected benefit obligation is the present value cost of future benefits, calculated by using years of service as of the measurement date and assuming future compensation increases. The accumulated benefit obligation is similar, but it is calculated using current compensation levels. The following shows pension benefit obligations, as calculated by an independent actuary, and plan assets (in thousands of dollars):

	Pension Benefits
		2009		2008
	2010		2009
Projected benefit obligation	$	~~234~~255,~~865~~212	$	~~212~~234,~~204~~865
Accumulated benefit obligation
Qualified plan		~~195~~217,~~410~~234		~~175~~195,~~456~~410
Supplemental plan		2,~~349~~651		2,~~155~~349
Fair value of plan assets–qualified plan		~~190~~208,~~861~~434		~~153~~190,~~304~~861

The pension plan was amended to close participation to new employees hired after September 1, 2010. This will reduce pension expense and the related liability over time.

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Components of pension expense for each year were as follows (in thousands of dollars):

	2009			2008			2007
	2010			2009			2008
Service cost – benefits earned during the year	$	8,~~034~~298		$	78,~~568~~034		$	$7,568	~~7,997~~
Interest cost		13,~~086~~588			1213,~~267~~086			12,267	~~11,250~~
Expected return on plan assets		(1315,~~270~~839	)		(1513,~~513~~270	)		(15,513	~~(14,467~~)	)
Amortization of net actuarial loss		43,~~982~~125			~~108~~4,982			108	~~317~~
Amortization of prior service cost		6266			62			62	62
Pension expense	$	129,~~894~~238		$	412,~~492~~894		$	$4,492	~~5,159~~
Assumed discount rate		6.2500	%		6.3525	%		6.35	~~5.8~~%	%
Assumed rate of compensation increase		4.75	%		4.75	%		4.75	~~4.75~~%	%
Expected long-term return on plan assets		8.5	%		8.5	%		8.5	~~8.5~~%	%

Amounts recognized in other comprehensive income (loss) related to pensions after the adoption of ASC 715 (formerly FAS 158) were as follows (in thousands of dollars):

	2009			2008
	2010			2009
Net gain (loss)	$	~~7,649~~(812	)	$	~~(57~~7,~~045~~649	)
Amortization of net actuarial loss		43,~~982~~125			~~108~~4,982
Amortization of prior service cost		6266			62
Total recognized in other comprehensive income	$	122,~~693~~379		$	~~(56~~12,~~875~~693	)

In addition, some subsidiary companies have defined contribution pension plans and union-sponsored multi-employer pension plans. Contributions under some of these plans are at the discretion of the Boards of Directors of the respective subsidiary companies. Pension expense for these plans was $~~767~~603,000 in ~~2009~~2010, $~~917~~767,000 in ~~2008,~~ 2009 and $1917,~~053,~~000 in ~~2007~~2008.

~~Components~~Also during 2010, the Company substantially changed the postretirement health benefits for Medicare-eligible retirees of ~~other~~ 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 ~~each~~2010 ~~year~~and ~~were~~is asexpected ~~follows~~to ~~(in thousands~~be ofso ~~dollars):~~for future years as well

	2009				2008			2007
Service cost – benefits earned during the year		$	6,470		$	5,748		$	5,672
Interest cost			10,983			9,795			8,203
Expected return on plan assets			(1,398	)		(2,210	)		(2,254	)
Amortization of net actuarial loss			4,067			2,369			2,068
Amortization of prior service cost			---			---			(17	)
Other postretirement benefits expense		$	20,122		$	15,702		$	13,672
Assumed discount rate			6.25	%		6.35	%		5.8	%
Expected long-term return on plan assets			8.5	%		8.5	%		8.5	%

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Components of other postretirement benefit expense for each year were as follows (in thousands of dollars):

	2010				2009			2008
Service cost – benefits earned during the year		$	3,321		$	6,470		$	5,748
Interest cost			5,736			10,983			9,795
Expected return on plan assets			(1,356	)		(1,398	)		(2,210	)
Amortization of net actuarial loss			3,970			4,067			2,369
Amortization of prior service cost			(10,540	)		---			---

Other postretirement benefits expense		$	1,131		$	20,122		$	15,702

Assumed discount rate			6.00	%		6.25	%		6.35	%
Expected long-term return on plan assets			8.5	%		8.5	%		8.5	%

Amounts recognized in other comprehensive income (loss) related to other postretirement benefits after the adoption of ASC 715 (formerly FAS 158) were as follows (in thousands of dollars):

	2009			2008
	2010			2009
Net gain (loss)	$	5(6,~~886~~724	)	$	~~(22~~5,~~884~~886	)
Amortization of net actuarial loss		4,067			2,369
Plan amendment		109,457			---
Total recognized in other comprehensive income (loss)	$	9,953		$	(20,515	)
Amortization of net actuarial loss		3,970			4,067
Amortization of prior service cost		(10,540	)		---
Total recognized in other comprehensive income (loss)	$	96,163		$	9,953

The Company received a federal subsidy of $~~108~~230,000 in ~~2009~~2010 related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Medicare D Subsidy). As of ~~December 31~~September, ~~2009~~2010, the ~~gross~~plan ~~amount~~no oflonger ~~federal subsidies~~provides ~~expected~~a tospecific bedrug ~~received~~benefit ~~are~~to asparticipants ~~follows:~~and ~~2010~~is –no ~~$194,000;~~longer ~~2011~~eligible ~~– $230,000;~~to ~~2012~~receive –federal ~~$270,000; 2013 - $314,000; 2014 - $361,000; 2015-2019 – $2,681,000~~subsidies.

The postretirement benefit obligation as of year-end ~~2009~~2010 was determined using an assumed health care cost trend rate of 10 percent for ~~2010~~2011, gradually declining to 5 percent in ~~2015~~ 2016 and thereafter. A one percentage point increase in the assumed health care cost trend rate for each year would increase the ~~2009~~2010 year-end postretirement benefit obligation by $315.07 million and the ~~2009~~2010 postretirement benefit service and interest expense by $30.36 million. A one percent decrease in the assumed health care cost trend rate would decrease the postretirement benefit obligation by $254.19 million and the postretirement benefit service and interest cost by $20.75 million.

In developing the long-term rate of return assumptions for pension and other postretirement plan assets, the Company considers the historical average long-term rate of earnings and the expected future long-term performance of individual asset categories. The Company assumes an average annual long-term return of 8.5 percent based on an asset allocation of 6070 percent in equity assets with an expected long-term return of 10 percent, and 4030 percent in fixed income assets with an expected long-term return of 6.5 percent.

Both the pension plan and postretirement benefits plan assets are actively managed, emphasizing a long-term horizon, by equity and fixed income investment professionals under the advice of an investment committee appointed by the Board of Directors. Risk is managed by maintaining broadly diversified portfolios as well as by reallocating assets between the equity and fixed income portfolios. For the pension plan, the authorized allocation range for the equity portfolio is 35-70 percent of plan assets, although the typical range is 50-70 percent, with the balance of assets allocated to the fixed income portfolio. Up to 15 percent of the assets may be invested in international equity funds.

For the postretirement benefits plan, the authorized allocation range for the equity portfolio is 40-75 percent of plan assets, although the typical range is 50-70 percent, with the balance of assets allocated to the fixed income portfolio. At year-end 2008, equity assets were liquidated and temporarily held in cash pending their reallocation by a new investment manager.

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~~The~~Both ~~fair~~the ~~values of~~ pension plan and postretirement benefits plan assets are actively managed, emphasizing a long-term horizon, by equity and fixed income investment professionals under the advice of an investment committee appointed by the Board of Directors. Risk is managed by maintaining broadly diversified portfolios as well as by reallocating assets between the equity and fixed income portfolios. For the pension plan, the authorized allocation range for the equity portfolio is 35-70 percent of ~~December~~plan 31assets, ~~2009~~although ~~were~~the astypical ~~follows~~range ~~(in~~is ~~thousands~~50-70 percent, with the balance of ~~dollars):~~ assets allocated to the fixed income portfolio. Up to 15 percent of the assets may be invested in international equity funds.

	Assets at Fair Value as of December 31, 2009
		Level 1	Level 2	Level 3		Total
Common stock	$	95,294	---	---	$	95,294
Preferred stock		481	---	---		481
Corporate and other debt instruments		33,727	---	---		33,727
U.S. government securities		26,933	---	---		26,933
Mutual funds		20,421	---	---		20,421
Money market funds and cash		13,245	---	---		13,245
Total	$	190,101	---	---	$	190,101

The fair values of ~~postretirement~~ ~~benefits~~pension plan assets as of December 31, 2010 and 2009 were as follows (in thousands of dollars):

	Assets at Fair Value as of December 31, 2009
	Assets at Fair Value as of December 31, 2010
		Level 1	Level 2	Level 3		Total
Common stock	$	1107,~~984~~599	---	---	$	1107,~~984~~599
Corporate and other debt Instruments		4,346	---	---		4,346
Preferred stock		624	---	---		624
U.S. government securities		8,908	---	---		8,908
Corporate and other debt instruments		28,647	---	---		28,647
Mutual funds		228				228
U.S. government securities		31,007	---	---		31,007
Money market funds		1,531	---	---		1,531
Mutual funds		23,744	---	---		23,744
Total	$	16,997	---	---	$	16,997
Money market funds and cash		16,114	---	---		16,114
Total	$	207,735	---	---	$	207,735

The above amounts do not include accrued income of $760,000 and $123,000 for pension plan and postretirement plan assets, respectively. For a description of the levels in the fair value hierarchy, see Note 14.

	Assets at Fair Value as of December 31, 2009
		Level 1	Level 2	Level 3		Total

Common stock	$	95,294	---	---	$	95,294
Preferred stock		481				481
Corporate and other debt instruments		33,727	---	---		33,727
U.S. government securities		26,933	---	---		26,933
Mutual funds		20,421				20,421
Money market funds and cash		13,245	---	---		13,245

Total	$	190,101	---	---	$	190,101

~~(5)~~The ~~INVESTMENTS~~fair ~~AND~~values ~~INVESTMENT~~of ~~INCOME~~postretirement benefits plan assets as of December 31, 2010 and 2009 were as follows (in thousands of dollars):

Cash and investments consisted of the following (in thousands of dollars):

	Assets at Fair Value as of December 31, 2010
		Level 1	Level 2	Level 3		Total

Common stock	$	3,977	---	---	$	3,977
Corporate and other debt instruments		2,627	---	---		2,627
U.S. government securities		7,046	---	---		7,046
Mutual funds		1,573	---	---		1,573
Money market funds and cash		2,164	---	---		2,164

Total	$	17,387	---	---	$	17,387

	December 31,
	2009			2008
Cash and cash equivalents	$	9,757	$	11,139
Short-term investments		14,445		8,530
Marketable securities		95,305		106,681
Total	$	119,507	$	126,350

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Cash equivalents consist of short-term investments with original maturities of three months or less at the time of purchase. Short-term investments consist of other fixed income investments maturing in one year or less. Marketable securities consist of fixed income securities maturing in more than one year and equity securities, predominantly mutual funds. Investment income consisted of the following (in thousands of dollars):

	Assets at Fair Value as of December 31, 2009
		Level 1	Level 2	Level 3		Total

Common stock	$	1,984	---	---	$	1,984
Corporate and other debt instruments		4,346	---	---		4,346
U.S. government securities		8,908	---	---		8,908
Mutual funds		228				228
Money market funds		1,531	---	---		1,531

Total	$	16,997	---	---	$	16,997

	2009		2008			2007
Interest income	$	3,676	$	4,591			$	4,735
Dividend income		267		302				381
Net gain (loss) on sales of securities		464		(314	)			450
Total	$	4,407	$	4,579			$	5,566

The above amounts do not include accrued income of $699,000 and $111,000 in 2010 and $760,000 and $123,000 in 2009 for pension plan and postretirement plan assets, respectively. For a description of the levels in the fair value hierarchy, see Note 13.

~~Proceeds from the sales and maturities of securities were $55,399,000, $67,765,000, and $89,303,000 in 2009, 2008, and 2007 respectively. Gross realized gains and~~ (~~losses~~5) ~~from~~ ~~these~~INVESTMENTS ~~sales~~AND ~~were~~INVESTMENT ~~$665,000 and $(201,000) in 2009, $517,000 and $(831,000) in 2008, and $872,000 and $(422,000) in 2007. The specific identification method is used in computing realized gains and losses.~~INCOME

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

					Gross		Gross
	December 31,
	Amortized				Unrealized		Unrealized			Fair
	2010				2009
	Cost				Gains		Losses			Value
Cash and cash equivalents	$	16,464		$	9,757
December 31, 2009
Short-term investments		15,259			14,445
Equity securities		$	18,122		$	430	$	(1,498	)	$	17,054
Marketable securities		99,258			95,305
Municipal bonds			88,150			3,237		(102	)		91,285
Total	$	130,981		$	119,507
Corporate debt			1,376			35		---			1,411
Total		$	107,648		$	3,702	$	(1,600	)	$	109,750
					Gross		Gross
	Amortized				Unrealized		Unrealized			Fair
	Cost				Gains		Losses			Value
December 31, 2008
Equity securities		$	16,859		$	131	$	(5,390	)	$	11,600
Municipal bonds			101,960			1,736		(1,975	)		101,721
Corporate debt			2,085			---		(195	)		1,890
Total		$	120,904		$	1,867	$	(7,560	)	$	115,211

Investment income consisted of the following (in thousands of dollars):

	2010		2009		2008

Interest income	$	3,140	$	3,676		$	4,591
Dividend income		338		267			302
Net gain (loss) on sales of securities		1,340		464			(314	)

Total	$	4,818	$	4,407		$	4,579

Proceeds from the sales and maturities of securities were $52,490,000, $55,399,000, and $67,765,000 in 2010, 2009, and 2008 respectively. Gross realized gains and (losses) from these sales were $1,349,000 and $(9,000) in 2010, $665,000 and $(201,000) in 2009 and $517,000 and $(831,000) in 2008. The specific identification method is used in computing realized gains and losses.

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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
	Cost			Gains		Losses			Value
December 31, 2010
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

				Gross		Gross
	Amortized			Unrealized		Unrealized			Fair
	Cost			Gains		Losses			Value
December 31, 2009
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 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
	Value			12 months				12 Months
December 31, 2010
Equity securities		$	6,312		$	(13	)		$	(212	)
Municipal bonds			13,647			(290	)			(73	)
Total		$	19,959		$	(303	)		$	(285	)
				Gross Unrealized Losses
	Fair			Less than				More than
	Value			12 months				12 Months
December 31, 2009
Equity securities		$	14,582		$	---			$	(1,498	)
Municipal bonds			4,270			(5	)			(97	)
Corporate debt			---			---				---
Total		$	18,852		$	(5	)		$	(1,595	)
				Gross Unrealized Losses
	Fair			Less than				More than
	Value			12 months				12 Months
December 31, 2008
Equity securities		$	10,504		$	(5,390	)		$	---
Municipal bonds			33,162			(1,279	)			(696	)
Corporate debt			1,890			(195	)			---
Total		$	45,556		$	(6,864	)		$	(696	)

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. The write -downs amounted to $50,000 for 2009 and $435,000 for 2008 and are included in investment income in the consolidated statements of income. At December 31, ~~2009~~2010, 17 41 securities had an aggregated unrealized loss of 72.89 percent from their amortized cost. At December 31, ~~2008~~2009, 5917 securities had an aggregated unrealized loss of 167.68 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 December 31, ~~2009~~2010, were as follows (in thousands of dollars):

	Amortized		Fair
	Cost		Value
Within one year	$	1415,~~490~~250	$	1415,~~725~~455
One through five years		2913,~~211~~747		3014,~~499~~379
Five through ten years		1411,~~873~~213		1511,~~619~~682
Over ten years		3047,~~333~~212		3147,~~228~~387
No fixed maturity date		619		625
Total	$	87,422	$	88,903
Total	$	89,526	$	92,696

(6) ~~GAIN (LOSS) ON DISPOSITIONS~~GOODWILL

~~Gain~~The ~~(Loss)~~carrying amount of goodwill is subject to testing on ~~Dispositions~~ ~~consisted~~an ofannual 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 ~~following~~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 ~~thousands~~the carrying value of ~~dollars):~~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.

		2009		2008		2007
Gain on sale of buildings	$	---	$	---	$	92,524
Gain (loss) on disposals of assets		148		(12)		(391)
Total	$	148	$	(12)	$	92,133

Due to the filing under Chapter 11 by BNA Subsidiaries, LLC, the Company performed an interim test as of September 11, 2010. The carrying value of a specialized business 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. Subsequently, the Company performed year-end goodwill impairment tests for each of the Company’s reporting units and determined that no further impairment had occurred at year-end 2010.

OnDue ~~August~~to 8,the ~~2007~~economic downturn, the Company ~~completed~~performed ~~the~~an ~~simultaneous~~interim ~~sale~~test as of ~~its~~September ~~three Washington~~12, D2009.~~C., headquarters~~ The ~~buildings~~carrying ~~and~~value ~~land~~of toa ~~affiliates~~publishing segment reporting unit, the Kennedy division of ~~Vornado~~BNA ~~Realty~~Subsidiaries, ~~Trust~~LLC, ~~Inc~~was found to be less than its fair value. ~~(Vornado)~~ As a result, ~~and~~a goodwill impairment expense of $17,805,000, representing the ~~purchase~~entire ~~from~~remaining ~~Vornado~~balance of agoodwill ~~newly~~related ~~renovated~~to ~~building~~the ~~and~~acquisition ~~land~~ of Kennedy in ~~Arlington~~2000, ~~Virginia,~~was ~~that~~recorded ~~serves~~for asthe ~~its~~third ~~new~~quarter ~~headquarters~~of 2009. ~~The property~~ ~~sales~~Subsequently, ~~and~~the ~~purchase~~Company ~~transactions~~performed ~~were~~year-end ~~accomplished~~goodwill ~~through~~impairment ~~a tax-deferred~~tests ~~“like-kind”~~for ~~exchange~~each ~~pursuant~~of tothe ~~Section~~Company’s ~~1031~~reporting ofunits ~~the~~and ~~Internal Revenue~~determined ~~Code~~that no further impairment had occurred at year-end 2009.

The carrying value of the buildings and land sold was $12.0 million. A pre-tax gain of $92.5 million was recognized in the operations of the publishing segment on the transaction. After taxes of $36.1 million (of which $35.2 million was deferred), the net gain amounted to $56.4 million, or $1.92 per share. After closing and related costs of $4.9 million, BNA received proceeds from the sale of $106.1 million and paid $104.0 million for the acquired building.

(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. The Company performed year-end impairment tests and determined that no impairment had occurred at year-end 2008, and 2007.

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~~Due~~At toyear-end ~~the current economic downturn~~2008, the Company performed an interim test as of September 12, 2009. The carrying value of a publishing segment reporting unit, the Kennedy Information (Kennedy) division of BNA Subsidiaries, LLC was found to be less than its fair value. As a result, a goodwill impairment expense of $17,805,000, representing the entire remaining balance of goodwill related to the acquisition of Kennedy in 2000, was recorded for the third quarter of 2009. Subsequently, the Company performed year-end goodwill impairment tests for each of the Company’s ~~five~~ reporting units ~~with goodwill~~ and determined that no ~~further~~ impairment had occurred ~~at year-end 2009~~.

~~Goodwill~~Following ~~assigned to~~is goodwill information for the reportable segments and the changes in the carrying amount of goodwill for the three years ended December 31, ~~2009~~2010. In the third quarter of 2010, ~~are~~the asCompany ~~follows:~~split its publishing operations into two segments (see Note 14). Prior year segment totals have been updated to reflect the new segment structure.

	Publishing			Printing			Software		Total
	LTR			SB			Printing		Software			Total
Balance, January 1, 2007	$	38,422		$	917		$	22,451	$	61,790
Balance, January 1, 2008	$	6,195		$	32,229		$	917	$	22,449		$	61,790
Balance, December 31, 2007		38,422			917			22,451		61,790
Balance, Dec. 31, 2008		6,195			32,229			917		22,449			61,790
Balance, December 31, 2008		38,422			917			22,451		61,790
Impairment loss		---			(17,805	)		---		---			(17,805	)
Goodwill acquired during the year		977			---			---		977
Acquired during year		977			---			---		---			977
Impairment loss		(17,805	)		---			---		(17,805	)
Balance, Dec. 31, 2009
Balance, December 31, 2009	$	21,594		$	917		$	22,451	$	44,962
Goodwill		7,172			32,229			917		22,449			62,767
Accum impairment loss		---			(17,805	)		---		---			(17,805	)
		7,172			14,424			917		22,449			44,962
Publications sold		---			(2,309	)		---		---			(2,309	)
Publications transferred		5,481			(5,481	)		---		---			---
Acquired during year (Note 3)		1,079			---			---		---			1,079
Impairment loss		---			(6,634	)		---		---			(6,634	)
Balance, Dec. 31, 2010
Goodwill		13,732			24,439			917		22,449			61,537
Accum impairment loss		---			(24,439	)		---		---			(24,439	)
	$	13,732		$	---		$	917	$	22,449		$	37,098

(87) INCOME TAXES

The provision for income taxes consisted of the following (in thousands of dollars):

	2009			2008			2007
	2010			2009			2008
Taxes currently payable:
Federal	$	1915,~~422~~944		$	1419,~~868~~422		$	14,~~363~~868
State and local		43,~~207~~300			34,~~155~~207			43,~~341~~155
		23,629			18,023			18,704
		19,244			23,629			18,023
Deferred tax provision:
Federal		~~(12~~1,~~189~~760	)		(~~619~~12,189	)		~~30,580~~(619	)
State and local		(31,~~410~~030	)		1(3,~~340~~410	)		41,~~460~~340
		(15,599	)		721			35,040
		2,790			(15,599	)		721
Total	$	822,~~030~~034		$	188,~~744~~030		$	5318,744

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Reconciliation of the U.S. statutory rate to the Company’s consolidated effective income tax rate was as follows:

	Percent of Pretax Income
	2009			2008			2007
	2010			2009			2008
Federal statutory rate		35.0	%		35.0	%		35.0	%
State and local income taxes, net of
federal income tax benefit		25.07			52.80			45.08
Tax exempt interest exclusion		(42.81	)		(24.78	)		(02.97	)
Dividends received exclusion		(0.21	)		(0.12	)		(0.1	)
Others		(0.5	)		(0.6	)		(0.1	)
Goodwill impairment (nondeductible in 2010)		6.3			---			---
Total		31.5	%		37.4	%		37.9	%
Others		(0.4	)		(0.5	)		(0.6	)
Total		44.4	%		31.5	%		37.4	%

Deferred tax assets and liabilities are the future tax effects of temporary differences between assets and liabilities as reported in the financial statements and as reported on tax returns. They are estimated by using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in income in the period that includes the enactment date. The tax effects of temporary differences that gave rise to the deferred tax assets and liabilities were as follows (in thousands of dollars):

	December 31,
	2009			2008
	2010			2009
Deferred tax assets:
Postretirement benefits liability	$	8444,~~466~~828		$	8184,~~303~~466
Inventories		~~1,299~~412			1,~~562~~299
Annual leave		21,~~064~~980			2,~~125~~064
Accounts receivable allowances		~~537~~564			~~535~~537
Medical claims		~~900~~728			~~1,446~~900
Amortization of acquired intangible assets		41,~~642~~758			~~(881~~4,642	)
Others		13,~~578~~454			21,~~550~~578
Total deferred tax assets		9553,~~486~~724			8895,~~640~~486
Deferred tax (liabilities):
Capitalized software		(12,~~497~~006	)		(1,~~577~~497	)
Deferred gain on real estate transactions		(3534,~~080~~337	)		(35,~~942~~080	)
Depreciation		(~~531~~340	)		(~~384~~531	)
Unrealized (gain) loss on marketable securities		(737	)		1,991
Unrealized gain on marketable securities		(1,126	)		(737	)
Others		(~~388~~941	)		(~~306~~388	)
Total deferred tax (liabilities)		(38,~~233~~750	)		(3638,~~218~~233	)
Net deferred tax assets	$	5714,~~253~~974		$	5257,~~422~~253

The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. Uncertainties surrounding income tax law changes, shifts in operations between state taxing jurisdictions, and future operating income levels may affect the ultimate realization of all or some of these deferred tax assets. The Company has consistently achieved profitability and taxable income. In the opinion of management, based on expected future taxable income and available tax planning strategies, it is more likely than not that the deferred tax assets will be fully utilized.

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The Company expects its unrecognized tax benefits to decrease by approximately $~~440~~552,000 over the next 12 months for tax positions related to prior years and by expiration of the statute of limitations and audit settlements. All federal income tax returns are closed for years prior to 2007. State tax returns that remain subject to examination range from 2003 to present. Various state and local income tax returns have been examined and closed by the respective taxing authorities. The Company recognizes interest accrued on unrecognized tax benefits in interest expense and penalties as a general and administrative expense.

The following is a tabular reconciliation of the total beginning and ending amounts of unrecognized tax benefits (in thousands of dollars):

	2009			2008			2007
		2010				2009			2008
Unrecognized tax benefits, January 1	$	~~2,443~~$	2,234	$	~~2,993~~	$	$2,443	~~1,724~~	$	2,993
Increases resulting from tax positions taken during year		~~300~~	294		~~482~~		300	~~1,269~~		482
Decreases related to settlements with taxing authorities		~~(509)~~	(99	)	~~(1,032)~~		(509	~~---~~)		(1,032	)
Unrecognized tax benefits, December 31	$	~~2,234~~$	2,429	$	~~2,443~~	$	$2,234	~~2,993~~	$	2,443
Total unrecognized tax benefits that, if recognized, would reduce the effective tax rate	$	~~1,452~~$	1,579	$	~~1,588~~	$	$1,452	~~1,945~~	$	1,588
Total interest and penalties recognized in the Consolidated Statements of Income		8	137		54		8	~~374~~		54
Total interest and penalties recognized in the Consolidated Balance Sheets		~~635~~	771		~~627~~		635	~~671~~		627

(98) OTHER BALANCE SHEET INFORMATION

Certain year-end balances consisted of the following (in thousands of dollars):

	2009			2008
	2010			2009
Receivables:
Customers	$	3036,~~950~~111		$	3430,~~675~~950
Others		32,~~210~~391			23,~~709~~210
Allowance for doubtful accounts		(1,~~556~~676	)		(1,~~723~~556	)
Total	$	3236,~~604~~826		$	3532,~~661~~604

Customer receivables represent current billings, the collectibility of which is regularly evaluated and adjusted for an allowance for doubtful accounts, as determined by historical experience. Customer receivables determined to be uncollectible are written off to the allowance account. Bad debt expense was $~~661~~470,000 in ~~2009~~2010, $~~390~~661,000 in ~~2008~~2009, and $~~660~~390,000 in ~~2007~~2008.

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	2009		2008
	2010		2009
Inventories:
Materials and supplies	$	~~1,511~~549	$	1,~~272~~511
Work in process		~~476~~440		~~266~~476
Finished goods		~~948~~468		~~1,070~~948
Total	$	21,~~935~~457	$	2,~~608~~935

Inventories are valued at the lower of cost (using the average cost or last-in first-out methods) or market, net of an allowance for excess inventory of $~~586~~170,000 at year-end ~~2009~~2010 and $~~724~~586,000 at year-end ~~2008~~2009. Inventory is lower at the end of 2010 due to the closing of the Company’s subscriber fulfillment facility in Rockville, Maryland. The Company has begun to employ more just-in-time inventory practices for materials and supplies and has replaced the majority of its legacy print-only service volumes with digital versions.

	2009			2008
	2010			2009
Property and equipment, at cost:
Property and other assets
Land	$	23,642		$	23,642
Intangible and other amortizable assets:
Buildings and improvements		95,939			95,857
Gross carrying amount—
Furniture and equipment		46,734			46,469
Software	$	31,435		$	26,319
Accumulated depreciation		(51,279	)		(45,542	)
Customer lists		6,150			6,182
Total	$	115,036		$	120,426
Copyrights		9,145			9,145
Other amortizable assets		196			214
		46,926			41,860
Accumulated amortization—
Software		(22,290	)		(21,247	)
Customer lists		(5,337	)		(5,017	)
Copyrights		(9,145	)		(8,374	)
Other amortizable assets		(127	)		(123	)
		(36,899	)		(34,761	)
Net intangible and other amortizable assets		10,027			7,099
Other assets		2,523			4,295
Total	$	12,550		$	11,394

~~The~~Amortization ~~Company~~expenses ~~uses the~~for ~~straight-line~~intangible ~~method~~assets ofare ~~depreciation~~mainly ~~based~~included onin general and administrative expenses. Amortization expenses were $3,361,000 in 2010, $3,321,000 in 2009, and $3,271,000 in 2008. Amortizable assets are expensed evenly over their estimated useful lives, ranging from five to 45seven years for ~~buildings~~software and ~~improvements~~customer lists, 10 years for copyrights, and three to 10 years for ~~furniture~~ ~~and~~other ~~equipment~~amortizable assets. ~~Depreciation~~As of December 31, 2010, future estimated amortization expenses were as follows: 2011 – $63,~~691~~190,000; ~~in 2009,~~2012 – $61,~~664~~865,000; in2013 ~~2008~~– $1,751,000; ~~and~~2014 – $41,~~596~~429,000; in2015 ~~2007~~- $560,000. During ~~Expenditures~~2010, ~~for~~gross ~~maintenance~~ assets of $6,617,000 were added and ~~repairs~~$1,551,000 ~~are~~were ~~expensed~~written off. In 2009, ~~while~~other ~~major~~assets ~~replacements~~included ~~and~~a ~~improvements~~$4.2 ~~are capitalized~~million investment in an affiliated company that was acquired in 2010.

	2009			2008
Intangible and other assets:
Intangible and other amortizable assets:
Gross carrying amount—
Software	$	26,319		$	25,693
Customer lists		6,182			5,582
Copyrights		9,145			9,145
Other amortizable assets		214			130
		41,860			40,550
Accumulated amortization—
Software		(21,247	)		(19,963	)
Customer lists		(5,017	)		(4,644	)
Copyrights		(8,374	)		(7,459	)
Other amortizable assets		(123	)		(107	)
		(34,761	)		(32,173	)
Net intangible and other amortizable assets		7,099			8,377
Other assets		132			86
Total	$	7,231		$	8,463

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Amortization expenses for intangible assets are mainly included in general and administrative expenses. Amortization expenses were $3,321,000 in 2009, $3,271,000 in 2008, and $3,723,000 in 2007. Amortizable assets are expensed evenly over their estimated useful lives, ranging from five to seven years for software and customer lists, 10 years for copyrights, and three to 10 years for other amortizable assets. As of December 31, 2009, future estimated amortization expenseswere as follows: 2010 – $3,171,000; 2011 – $2,052,000; 2012 – $727,000; 2013 – $613,000; 2014 - $439,000. During 2009, gross assets of $2,009,000 were added and $733,000 were written off.

	2010			2009
Property and equipment, at cost:
Land	$	23,198		$	23,642
Buildings and improvements		91,013			95,939
Furniture and equipment		47,714			46,734
Accumulated depreciation		(52,725	)		(51,279	)

Total	$	109,200		$	115,036

	2009		2008
Payables and accrued liabilities:
Accounts payable and accrued liabilities	$	16,906	$	18,928
Employee compensation and benefits		17,909		20,159
Postretirement benefits, current portion		85		97
Income taxes		3,706		1,313
Total	$	38,606	$	40,497

The Company uses the straight-line method of depreciation based on estimated useful lives ranging from five to 45 years for buildings and improvements and three to 10 years for furniture and equipment. Depreciation expenses were $6,592,000 in 2010, $6,691,000 in 2009, and $6,664,000 in 2008. Expenditures for maintenance and repairs are expensed, while major replacements and improvements are capitalized.

(10) TERM DEBT

	2010		2009
Payables and accrued liabilities:
Accounts payable and accrued liabilities	$	16,653	$	16,906
Employee compensation and benefits		18,791		17,909
Postretirement benefits, current portion		61		85
Income taxes		3,872		3,706

Total	$	39,377	$	38,606

(9)

TERM DEBT

Term debt at year end consisted of the following (in thousands of dollars):

	2009		2008
	2010		2009
Notes payable, unsecured, 8.15%, due 2010	$	~~7,500~~---	$	157,~~000~~500
Notes payable, unsecured, 6.99%, due 2010-2011		1613,000		1916,000
Total term debt		2313,~~500~~000		3423,~~000~~500
Current portion		1013,~~500~~000		10,500
Long-term debt	$	~~13,000~~---	$	2313,~~500~~000

Interest expense for the term debt was $21,~~308~~510,000 in ~~2009~~2010, $32,~~136~~308,000 in ~~2008~~2009, and $3,~~940~~136,000 in ~~2007~~ 2008. Other interest expense was $~~211~~240,000 in ~~2009~~2010, $~~141~~211,000 in ~~2008~~2009, and $~~532~~141,000 in ~~2007~~2008.

Maturities of term debt are as follows: ~~2010, $10,500,000;~~ 2011, $13,000,000. Notes payable are subject to certain financial covenants and other customary restrictions, including indebtedness and business combinations. As of December 31, ~~2009~~ 2010, the Company is in compliance with all financial covenants. Based on the borrowing rates available to the Company for loans with similar terms and average maturities, the fair value of total term debt was $2413,~~953~~384,000 in ~~2009~~2010 and $3424,~~985~~953,000 in ~~2008~~2009.

The Company also has a $10 million revolving credit note, ~~under~~$656,000 of which ~~the~~is being used for letters of credit. The Company may borrow on an unsecured basis at LIBOR plus 1.5 percent. ~~$618,000 under the note is being used for letters of credit.~~ The note is subject to certain financial covenants and expires May 31, 2011.

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(1110) COMMITMENTS, CONTINGENCIES, AND RELATED-PARTY TRANSACTIONS

~~The~~In July 2010, the Company ~~has non-cancelable~~signed ~~operating~~a ~~leases~~contractual ~~for~~agreement ~~office~~to ~~space~~sell its Rockville, ~~equipment~~Maryland, ~~and vehicles~~subscriber relations facility for $18-$19 million to a local developer. ~~Total~~The ~~rent~~pretax ~~expense~~gain ~~was~~on ~~$3,717,000~~the insale ~~2009,~~is ~~$3,774,000~~projected ~~in 2008,~~to ~~and~~be approximately $~~6,037,000~~16 inmillion ~~2007~~after closing and related costs. AsThe oftransaction ~~December~~is ~~31,~~expected ~~2009,~~to ~~future~~be ~~minimum lease~~completed ~~payments~~no ~~under~~later ~~non-cancelable~~than ~~operating~~early ~~leases~~2012. Most of the employees at the facility were asrelocated ~~follows:~~in November 2010 ~~– $2,879,000;~~to ~~2011~~leased –office $2space in Bethesda,~~047,000;~~ ~~2012~~Maryland. The –Company ~~$1,347,000;~~signed ~~2013~~a –ten-year ~~$902,000;~~lease ~~2014~~for ~~– $599,000;~~that ~~thereafter~~space –in July 2010 for approximately $~~2,404,000~~1 million per year.

The Company has non-cancelable operating leases for office space, equipment, and vehicles. Total rent expense was $3,821,000 in 2010, $3,717,000 in 2009, and $3,774,000 in 2008. As of December 31, 2010, future minimum lease payments under non-cancelable operating leases were as follows: 2011 – $2,920,000; 2012 – $1,956,000; 2013 – $1,771,000; 2014 – $1,546,000; 2015 – $1,615,000; thereafter – $6,958,000.

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.

ABNA ~~director~~Subsidiaries, ofLLC, ~~one of~~ the ~~Company's~~company ~~subsidiaries~~formed iswhen aKennedy ~~shareholder~~Information ofand aIOMA ~~law~~were ~~firm~~merged ~~that~~in ~~provides~~2009, ~~the subsidiary~~entered ~~with~~a ~~editorial~~Chapter ~~services~~11 bankruptcy process in September 2010. ~~Fees~~ ~~incurred~~The ~~for~~bankruptcy ~~these~~has ~~services were~~gone ~~$5,752,000,~~as ~~$6,320,000,~~expected and $6BNA Subsidiaries,~~077~~ LLC,~~000~~ inis ~~2009,~~on ~~2008,~~track ~~and~~to ~~2007, respectively,~~emerge ~~and~~from ~~are~~the ~~recorded~~process asat anthe ~~editorial~~end ~~expense~~of the first quarter of 2011. The Company expects to provide debtor-in-possession financing to BNA Subsidiaries, LLC throughout the reorganization process.

AsA director of ~~December~~one ~~31, 2009, approximately 48 percent~~ of the Company’'s ~~employees~~subsidiaries ~~were~~is ~~covered~~a byshareholder of a ~~collective~~ ~~bargaining~~law ~~agreement~~firm that ~~expired~~provides inthe ~~February 2010~~subsidiary with editorial services. ~~Subsequently,~~Fees aincurred ~~new~~for ~~agreement~~these ~~was~~services ~~reached~~were ~~that~~$5,777,000, ~~expires~~$5,752,000, and $6,320,000 in ~~2013~~ 2010, 2009, and 2008, respectively, and are recorded as an editorial expense.

~~(12)~~As ~~STOCKHOLDERS'~~of ~~DEFICIT~~December 31, 2010, approximately 8.6 percent of the Company’s employees were covered by a collective bargaining agreement that expires in March 2011. Contract negotiations are ongoing and no interruption of our business is expected.

~~Ownership~~(11) ~~and transferability~~STOCKHOLDERS' ofEQUITY Class A, Class B, and Class C stock are substantially restricted to current and former employees by the Company’s articles of incorporation. Ownership of ClassA stock, which is voting, is restricted to active employees. Class B stock and Class C stock are nonvoting. No class of stock has preference over another upon declaration of dividends or liquidation. As of December 31, 2009, authorized shares of Class A, Class B, and Class C were 30,000,000, 30,000,000, and 5,000,000 respectively and outstanding shares of Class A, Class B, and Class C were 10,729,959, 15,516,816, and 6,450, respectively.(DEFICIT)

Ownership and transferability of Class A, Class B, and Class C stock are substantially restricted to current and former employees by the Company’s articles of incorporation. Ownership of Class A stock, which is voting, is restricted to active employees. Class B stock and Class C stock are nonvoting. No class of stock has preference over another upon declaration of dividends or liquidation. As of December 31, 2010, authorized shares of Class A, Class B, and Class C were 30,000,000, 30,000,000, and 5,000,000 respectively and outstanding shares of Class A, Class B, and Class C were 10,087,521, 15,363,305, and 6,450, respectively.

There is no established public trading market for any of BNA's three classes of stock. However, employees may purchase the Company’s Class A stock through its Stock Purchase and Transfer Plan and the BNA 401(k) Plan (the “Plans”). Semiannually, the Board of Directors declares dividends and establishes the price at which shares can be bought or sold.

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 is not required to do so. Capital stock with a market value of $5.2 million as of December 31, 2009, is known or expected to be tendered in 2010. The actual value of the shares tendered will likely be higher.

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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 is not required to do so. Capital stock with a market value of $4.0 million as of December 31, 2010, is known or expected to be tendered in 2011. The actual value of the shares tendered will likely be higher.

Treasury share transactions were as follows:

	Treasury Stock Shares
	Class A			Class B			Class C
Balance, January 1, 2007		17,135,345			7,356,651			2,519,240
Balance, January 1, 2008		18,105,859			7,807,781			2,519,240
Sales to employees		(613,571	)		---			---
Repurchases		812,430			1,222,785			---
Conversions of Class A to Class B		771,655			(771,655	)		---
Balance, December 31, 2007		18,105,859			7,807,781			2,519,240
Sales to employees		(714,011	)		---			---
Repurchases		682,658			1,145,694			---
Conversions of Class A to Class B		547,389			(547,389	)		---
Balance, December 31, 2008		18,621,895			8,406,086			2,519,240
Sales to employees		(617,280	)		---			---
Repurchases		607,173			1,370,216			5,990
Conversions of Class A to Class B		658,253			(658,253	)		---
Balance, December 31, 2009		19,270,041			9,118,049			2,525,230
Sales to employees		(588,736	)		---			---
Repurchases		562,233			822,452			---
Conversions of Class A to Class B		668,941			(668,941	)		---
Balance, December 31, 2010		19,912,479			9,271,560			2,525,230

Earnings per share have been computed based on the weighted average of all outstanding shares of stock, which was 2625,~~841~~854,~~332~~149 in ~~2009~~2010, 2826,~~217~~841,~~644~~332 in ~~2008~~2009, and 2928,~~447~~217,~~490~~644 in ~~2007~~ 2008.

The differences between amortized cost and fair value of the Company’s investment securities result in unrealized gains or losses, which are reported, net of tax, as a component of Stockholders' Equity (Deficit). Revenues and expenses of the Company's United Kingdom subsidiary are denominated in British pounds and translated into U.S. dollars at the ~~weight~~weighted average exchange rate for the period. Assets and liabilities are translated at year-end exchange rates. Any resulting gain or loss is reported, net of taxes, as a component of Stockholders' Equity (Deficit). The amount of the postretirement benefit plan’s obligations in excess of plan assets, that has not been recorded by postretirement benefit expense accounting, is reported, net of taxes, as a component of Stockholders’ Equity (Deficit).

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(1312) COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) encompasses all changes in Stockholders’ Equity, except those arising from transactions with shareholders, and includes net income and other comprehensive income (loss).

Elements of comprehensive income (loss) are shown below (in thousands of dollars):

	2009			2008			2007
	2010			2009			2008
Net Income	$	1727,~~495~~609		$	3117,~~441~~495		$	8831,~~038~~441
Other comprehensive income (loss):
Holding gains (losses) on securities arising during the year		82,~~259~~370			(8,~~810~~259	)		~~958~~(8,810	)
Less net gain (loss) included in net income		~~464~~1,340			~~(314~~464	)		~~450~~(314	)
Changes in unrealized gains (losses)		71,~~795~~030			(87,~~496~~795	)		~~508~~(8,496	)
Less income taxes		~~2,728~~396			(2,~~973~~728	)		~~178~~(2,973	)
Net unrealized gains (losses)		~~5,067~~634			(5,~~523~~067	)		~~330~~(5,523	)
Currency translation (losses) gains		~~(39~~9	)		~~282~~(39	)		~~(71~~282	)
Less income taxes		~~(14~~3	)		99(14	)		~~(25~~99	)
Net currency translation (losses) gains		~~(25~~6	)		~~183~~(25	)		~~(46~~183	)
Minimum pension liability adjustment		---			---			157
Postretirement benefit adjustment		98,545			22,646			(77,390	)
Less income taxes		~~---~~40,051			~~---~~8,055			61(30,154	)
Net minimum pension liability adjustment		---			---			96
Net postretirement benefit adjustment		58,494			14,591			(47,236	)
Post retirement benefit adjustment		22,646			(77,390	)		---
Total other comprehensive income (loss)		59,134			19,633			(52,576	)
Less income taxes		8,055			(30,154	)		---
Comprehensive income (loss)	$	86,743		$	37,128		$	(21,135	)
Net post retirement benefit adjustment		14,591			(47,236	)		---
Total other comprehensive income (loss)		19,633			(52,576	)		380
Comprehensive income (loss)	$	37,128		$	(21,135	)	$	88,418

48(13) FAIR VALUE MEASUREMENTS

~~Table~~In the first quarter of ~~Contents~~2008, the Company adopted Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820, formerly FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements). In February 2008, the FASB deferred the effective date of ASC 820 until January 1, 2009, for nonfinancial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis. The Company adopted ASC 820 as it pertains to such nonfinancial assets and liabilities in the first quarter of 2009. There was no material effect on the financial statements upon adoption of this new accounting pronouncement.

(14) FAIR VALUE MEASUREMENTS

In the first quarter of 2008, the Company adopted Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820, formerly FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements). In February 2008, the FASB deferred the effective date of ASC 820 until January 1, 2009 for nonfinancial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis. The Company adopted ASC 820 as it pertains to such nonfinancial assets and liabilities in the first quarter of 2009. There was no material effect on the financial statements upon adoption of this new accounting pronouncement.

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:

Level 1:

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

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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 and liabilities 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):

	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

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

	Balance as of		Fair Value Measures at 12/31/09 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.

Assets carried at fair value measured on a nonrecurring basis as of December 31, 2010 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						Losses as of
	12/31/10		Level 1		Level 2		Level 3		12/31/10
Goodwill	$	---	$	---	$	---	$	---	$	(6,634)

Total	$	---	$	---	$	---	$	---	$	(6,634)

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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 12/31/09 Using Fair Value Hierarchy						Losses as of
	12/31/09		Level 1		Level 2		Level 3		12/31/09
Goodwill	$	0---	$	---	$	---	$	0---	$	(17,805)
Total	$	0---	$	---	$	---	$	0---	$	(17,805)

In accordance with Accounting Standards Codification 350-20, Goodwill (ASC 350-20, formerly FASB Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets), goodwill with a carrying value of $6,634,000 in 2010 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. In 2009, goodwill with a carrying value of $17,805,000 was written down to its implied fair value of $0, resulting in an impairment charge of $17,805,000, which was included in earnings for the period. See Note 76.

(1514) SEGMENTS

Operating segments are components of an enterprise whose separate financial information is reviewed regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Operating segments may be aggregated for presentation purposes if they have similar economic characteristics, products, and customers.

The Company has ~~ten~~ eight operating segments that are aggregated into ~~three~~four reportable segments: Legal, Tax, & Regulatory Publishing (LTR), Specialized Business Publishing (SB), Printing, and Software. ~~Publishing~~LTR publishing operations consist primarily of the creation, production, and marketing of legal, tax, and regulatory ~~and general business~~ advisory information in print and electronic formats. ~~Publishing aggregates the operations of the Parent with Tax Management Inc. (excluding its BNA Software division) and also includes the Parent’s other publishing subsidiary companies.~~ Customers are primarily lawyers, accountants, human resource professionals, business executives, health care administrative professionals, trade associations, educational institutions, government agencies, and libraries. LTR aggregates the operations of the Parent with Tax Management Inc. (excluding its BNA Software division) and BNA International.

The ~~Printing~~ Specialized Business Publishing segment is the operations of ~~The~~BNA ~~McArdle~~Subsidiaries, ~~Printing~~LLC, ~~Co.~~whose operations consist primarily of the creation, ~~Inc.~~production, ~~which~~and ~~provides printing~~marketing of market research, and ~~related~~pricing ~~services~~information tofor ~~mid-Atlantic~~the ~~customers~~consultant, medical laboratory, and agricultural industries. ~~The~~ ~~Software~~ This segment ~~aggregates~~was ~~the~~created ~~operations~~in ofthe ~~BNA~~third ~~Software,~~quarter ~~which~~of ~~develops,~~2010 ~~produces,~~after ~~and markets~~it ~~tax~~was ~~and~~determined ~~financial~~that ~~planning~~BNA ~~software~~Subsidiaries, ~~with~~LLC’s ~~STF~~operations ~~Services~~no ~~Corporation, which~~longer ~~develops,~~shared ~~produces,~~similar ~~and~~economic ~~markets~~characteristics ~~interactive,~~with ~~government-~~the ~~approved~~Company’s ~~forms software~~other publishing operations.

The Printing segment is the operations of The McArdle Printing Co., Inc., which provides printing and related services to mid-Atlantic customers. The Software segment aggregates the operations of BNA Software, which develops, produces, and markets tax and financial planning software, with STF Services Corporation, which develops, produces, and markets interactive, government-approved forms software.

Intersegment revenues approximate current market prices and are eliminated upon consolidation. The Company did not derive 10 percent or more of its revenues from any one customer or government agency or from foreign sales, nor did it have 10 percent or more of its assets in foreign locations.

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Operating segment information is presented below (in thousands of dollars):. Prior year segment totals have been updated to reflect the new segment structure.

Year Ended December 31, 2009	Publishing			Printing			Software			Total
Year Ended December 31, 2010	LTR			SB			Printing			Software			Total
Revenues from external customers	$	278,773		$	23,437		$	29,043		$	331,253
Revenues from external	$	261,473		$	13,582		$	24,731		$	31,223		$	331,009
Intersegment revenues		---			~~10,773~~49			29,~~470~~631			132,~~243~~418			12,098
Operating profit		15,065			839			7,870			23,774
Operating profit (loss)		48,244			(12,038	)		(715	)		11,151			46,642
Equity loss of affiliated company		(137	)		---			---			(137	)
Equity loss of affiliated		(67	)		---			---			---			(67	)
Interest expense		21,~~519~~750			682			~~---~~13			~~2,587~~---			1,765
Identifiable assets		~~385~~336,~~084~~831			189,~~967~~600			3817,~~059~~616			~~442~~32,~~110~~248			396,295
Depreciation and amortization		87,~~889~~924			1,~~077~~026			46991			~~10,012~~12			9,953
Goodwill impairment		~~17,805~~---			~~---~~6,634			---			~~17,805~~---			6,634
Investment in affiliated company		4,300			---			---			4,300
Capital expenditures		4,523			1			129			1			4,654
Capital expenditures		3,335			269			---			3,604
Year Ended December 31, 2008	Publishing			Printing			Software				Total
Revenues from external customers	$	290,537		$	33,125		$	28,549		$	352,211
Intersegment revenues		---			10,536			2,507			13,043
Operating profit		38,613			1,805			8,465			48,883
Interest expense		3,274			79			---			3,353
Identifiable assets		410,000			20,698			28,517			459,215
Depreciation and amortization		8,798			1,101			36			9,935
Capital expenditures		3,144			164			12			3,320

Year Ended December 31, 2007	Publishing			Printing			Software		Total
Year Ended December 31, 2009	LTR			SB			Printing		Software		Total
Revenues from external customers	$	~~289~~255,~~539~~670		$	3523,~~673~~103		$	2723,~~012~~437	$	~~352~~29,~~224~~043	$	331,253
Intersegment revenues		---			~~10,059~~49			210,~~414~~773		122,~~473~~470		13,292
Gain on sale of buildings		92,524			---			---		92,524
Operating profit (loss)		35,605			(20,540	)		839		7,870		23,774
Operating profit		130,364			2,608			7,716		140,688
Equity loss of affiliated company		(137	)		---			---		---		(137	)
Interest expense		42,~~467~~519			~~204~~4			~~---~~68		~~4,671~~---		2,591
Identifiable assets		~~389~~361,~~839~~393			2124,~~224~~800			3218,~~181~~967		~~443~~38,~~244~~059		443,219
Depreciation and amortization		7,~~227~~482			1,~~058~~407			341,077		~~8,319~~46		10,012
Capital expenditures		112,774			1,710			23		114,507
Goodwill impairment		---			17,805			---		---		17,805
Investment in affiliated company		4,300			---			---		---		4,300
Capital expenditures		3,049			286			269		---		3,604

The reconciliation of items differing from consolidated totals are shown below(in thousands of dollars):

	2009			2008			2007
Total interest expense for reportable segments	$	2,587		$	3,353		$	4,671
Elimination of intersegment interest expense		(68	)		(76	)		(199	)
Consolidated interest expense	$	2,519		$	3,277		$	4,472
Total assets for reportable segments	$	442,110		$	459,215		$	443,244
Elimination of intersegment assets		(54,680	)		(46,529	)		(43,716	)
Consolidated assets	$	387,430		$	412,686		$	399,528

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(16) SELECTED QUARTERLY DATA

Year Ended December 31, 2008	LTR		SB			Printing		Software		Total

Revenues from external customers	$	262,335	$	28,202		$	33,125	$	28,549	$	352,211
Intersegment revenues		---		---			10,536		2,507		13,043
Operating profit (loss)		39,130		(517	)		1,805		8,465		48,883
Interest expense		3,274		52			79		---		3,405
Identifiable assets		370,032		40,022			20,698		28,517		459,269
Depreciation and amortization		7,396		1,402			1,101		36		9,935
Capital expenditures		2,385		759			164		12		3,320

The ~~Company’s financial~~reconciliation ~~reporting~~of isitems ~~based~~differing onfrom ~~thirteen~~consolidated ~~four-week~~totals ~~periods. Quarterly results~~ are ~~typically~~shown ~~much~~below ~~stronger~~ (in ~~the~~thousands ~~fourth quarter because three periods are in each~~ of the first three fiscal quarters and four periods are in the fourth fiscal quarter. Earnings per share amounts for each quarter are required to be computed independently and may not total to the amount computed for the full year.dollars):

The following unaudited summary of quarterly financial information includes all adjustments necessary for a fair presentation for each period presented (in thousands of dollars, except per share amounts):

	2010			2009			2008
Total interest expense for reportable segments	$	1,765		$	2,591		$	3,405
Elimination of intersegment interest expense		(15	)		(72	)		(128	)
Consolidated interest expense	$	1,750		$	2,519		$	3,277

Total assets for reportable segments	$	396,295		$	443,219		$	459,269
Elimination of intersegment assets		(48,600	)		(55,789	)		(46,583	)
Consolidated assets	$	347,695		$	387,430		$	412,686

	Quarter Ended 2009
		March 28		June 20		September 12			December 31
Revenues	$	75,856	$	75,345	$	72,904		$	107,148
Gross Profit		34,889		34,562		33,049			50,883
Net Income (Loss)		5,992		6,685		(5,921	)		10,739
Earnings (Loss) Per Share	$	.22	$	.25	$	( .22	)	$	.41
	Quarter Ended 2008
		March 22		June 14		September 6			December 31
Revenues	$	75,261	$	79,716	$	78,189		$	119,045
Gross Profit		36,001		37,799		36,941			53,356
Net Income		7,365		8,092		6,754			9,230
Earnings Per Share	$	.26	$	.29	$	.24		$	.33

(15)	SELECTED QUARTERLY DATA (UNAUDITED)

AsThe ~~described~~Company’s ~~in Note~~financial 7,reporting ~~the~~is ~~Company~~based ~~recorded~~on athirteen ~~goodwill~~four-week ~~impairment~~periods. Quarterly ~~expense~~results ofare ~~$17,805~~typically much stronger in the ~~third~~ fourth quarter ofbecause ~~2009,~~three ~~reducing~~periods ~~net~~are ~~income~~in byeach ~~$10.7~~of ~~million~~the first three fiscal quarters and ~~earnings~~four periods are in the fourth fiscal quarter. Earnings per share byamounts $0for each quarter are required to be computed independently and may not total the amount computed for the full year.~~40.~~

The following summary of quarterly financial information includes all adjustments necessary for a fair presentation for each period presented (~~17)~~in ~~ACCOUNTING~~thousands ~~CHANGES~~of dollars, except per share amounts):

As described in Note 4, in 2007 the Company adopted the provisions of ASC 715 (formerly FAS 158), which requires the recognition of the underfunded status of defined benefit pension and other postretirement benefit plans as a liability in the consolidated balance sheets and the recognition of changes in that funded status in the year in which the changes occur through comprehensive income.

	Quarter Ended 2010
		March 27		June 19		September 11		December 31

Revenues	$	74,757	$	73,896	$	73,384	$	108,972
Gross Profit		37,073		38,590		38,218		54,754
Net Income (Loss)		6,167		8,795		1,698		10,949

Earnings (Loss) Per Share	$	.24	$	.34	$	.07	$	.43

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	Quarter Ended 2009
		March 28		June 20		September 12			December 31

Revenues	$	75,856	$	75,345	$	72,904		$	107,148
Gross Profit		34,889		34,562		33,049			50,883
Net Income		5,992		6,685		(5,921	)		10,739

Earnings Per Share	$	.22	$	.25	$	(.22	)	$	.41

As described in Note 6, the Company recorded a goodwill impairment expense of $6,634 in the third quarter of 2010, reducing net income by $6.6 million and earnings per share by $0.26. The Company also recorded a goodwill impairment expense of $17,805 in the third quarter of 2009, reducing net income by $10.7 million and earnings per share by $0.40. The goodwill written off in 2010 was created through a stock acquisition of a subsidiary and is not deductible for tax purposes.

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

THE BUREAU OF NATIONAL AFFAIRS, INC.

YEARS ENDED DECEMBER 31, ~~2009~~2010, ~~2008~~2009, AND ~~2007~~2008

(In Thousands of Dollars)

Column A	Column B		Column C						Column D			Column E
			Additions
				(1)			(2)
						Charged to
	Balance at		Charged to			Other						Balance at
	Beginning		Costs and			Accounts—			Deductions—			End of
Description	of Period		Expenses			Describe			Describe			Period
VALUATION ACCOUNTS DEDUCTED
FROM ASSETS TO WHICH THEY APPLY:
Allowance for Doubtful Accounts Receivable:
Year ended December 31, 2009	$	1,723	$	661		$	(154	)(a)	$	(674	)(b)	$	1,556
Year ended December 31, 2010	$	1,556	$	470		$	(129	)(a)	$	(221	)(b)	$	1,676
Year ended December 31, 2009		1,723		661			(154	)(a)		(674	)(b)		1,556
Year ended December 31, 2008		2,034		390			(158	)(a)		(543	)(b)		1,723
Year ended December 31, 2007		2,102		660			83	(a)		811	(b)		2,034
Allowance for Excess Inventory:
Year ended December 31, 2009	$	724	$	(138	)							$	586
Year ended December 31, 2010	$	586	$	(416	)							$	170
Year ended December 31, 2009		724		(138	)								586
Year ended December 31, 2008		680		44									724
Year ended December 31, 2007		680		---									680
Allowance for Deferred Tax Assets:
Year ended December 31, 2009	$	---	$	---								$	---
Year ended December 31, 2010	$	---	$	---								$	---
Year ended December 31, 2009		---		---									---
Year ended December 31, 2008		601		(601	)								---
Year ended December 31, 2007		658		(57	)								601

Notes:

(a)	Charged to deferred subscription revenue; portion of allowance for doubtful accounts receivable not included in revenues

(b)	Net accounts written off.

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Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

~~There were no disagreements with accountants on accounting and financial disclosures.~~N/A

Item 9A~~(T)~~. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company has evaluated, under the supervision of the Company’s Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), the effectiveness of its disclosure controls and procedures as of December 31, ~~2009~~2010. Based on that evaluation, the CEO and CFO have concluded that our disclosure control policies and procedures are effective to provide that the information required to be disclosed in reports we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’'s Report on Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting is effective, as of December 31, ~~2009~~2010.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting.

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, ~~2009~~2010 that have materially affected, or are likely to materially affect, its internal control over financial reporting.

Item 9B.

Other Information

None.

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PART III

Except as set forth in this Form 10-K under Part I, Item X, "EXECUTIVE OFFICERS OF THE REGISTRANT," the information required by Items 10, 11, 12, 13, and 14, is contained in the Company's definitive Proxy Statement (the "Proxy Statement") filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, to be filed with the SEC within 120 days of December 31, ~~2009~~2010. Such information is incorporated herein by reference.

Item 10.

Directors, Executive Officers and Corporate Governance

The information required under this Item 10 is contained in the Proxy Statement under the headings "I. Election of Directors", II. Corporate Governance, and "Biographical Sketches of Nominees," and is incorporated herein by reference. The information below related to Executive Officers is omitted from the Proxy Statement in reliance on Instruction 3 to Regulation S-K, Item 401(b).

The following persons were executive officers of The Bureau of National Affairs, Inc., at December 31, ~~2009~~2010. Executive officers are elected annually by the Board of Directors and serve until their successors are elected.

Name	Age	Present position and prior experience
Cynthia J. Bolbach	6263	Executive Vice President and
		Corporate Secretary
		Corporate secretary since 1995
		and executive vice president since 2009.
		Joined BNA in 1972
Eunice L. Bumgardner	49	Executive Vice President and
Eunice F. Lin	50	Executive Vice President and
		General Counsel
		Executive vice president since 2009
		and general counsel since 1995. Joined
		BNA in 1994.
Carol A. Clark	5354	Executive Vice President and
		Chief Technology Officer
		Chief Information Officer
		Executive vice president and chief
		technology officer since 2009.
		information officer since 2009.
		Previously served as technology director.
		since 1997. Joined BNA in 1983.
Robert P. Ambrosini	5354	Executive Vice President and
		Chief Financial Officer
		Joined BNA in 2007 as Chief financial
		officer; executive vice president since
		2009. Served as Senior Vice President of
		Finance and Accounting for the National
		Geographic Channel 2004 - 2006.
Gilbert S. Lavine	5859	Treasurer
		Treasurer since 1998. Joined BNA in 1985.

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Name	Age	Present position and prior experience
Gregory C. McCaffery	4950	President and Chief Operating Officer
		President since 2007 and chief operating
		officer since 2003. Joined BNA in 1986

James R. Schneble	5556	Corporate Controller
		Controller since 1990. Joined BNA in 1985.
Paul N. Wojcik	6162	Chairman and Chief Executive Officer
		Chairman since 2007 and CEO since
		1997, president 1995-2007. Joined BNA in
		1972.

The Company has adopted a code of ethics, as defined in Regulation S-K, that applies to the Company’s Chief Executive Officer, its senior financial officers, and any persons who perform similar functions for the Company and any of its subsidiary companies. The code of ethics is posted on the Company’s website, the address of which is www.bna.com. The Company intends to satisfy the disclosure requirements with respect to any amendments to, and/or waivers of, the provisions of the code of ethics by posting the required information on its Internet website.

Item 11.

Executive Compensation

The information required under this Item 11 is contained in the Proxy Statement under the headings "~~III~~V. Executive Compensation" and is incorporated herein by reference.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under this Item 12 is contained in the Proxy Statement under the heading "I. Election of Directors" and is incorporated herein by reference.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required under this Item 13 is contained in the Proxy Statement under the heading "II. Corporate Governance" and "~~III~~V. Executive Compensation" and is incorporated herein by reference.

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Item 14.

Principal Accountant Fees and Services

The information required under this Item 14 is contained in the Proxy Statement under the heading "IVVI. Audit Committee Disclosure" and is incorporated herein by reference.

PART IV

Item 15.

Exhibits and Financial Statement Schedule

The following documents are filed as part of this report.

(a)(1)	Financial Statements	Page
	Reports of Independent Registered Public Accounting Firms	24
	Report of Independent Registered Public Accounting Firm	24
	Consolidated Statements of Income for the years	25
	ended December 31, 2009, 2008, and 2007
	ended December 31, 2010, 2009, and 2008
	Balance Sheets as of December 31, 2009 and 2008	26
	Consolidated Balance Sheets as of December 31, 2010 and 2009	26
	Consolidated Statements of Cash Flows for each of the
	years ended December 31, 2009, 2008, and 2007	28
	years ended December 31, 2010, 2009, and 2008	28
	Consolidated Statements of Changes in Stockholders'
	Equity and Comprehensive Income for each of the
	Equity (Deficit) and Comprehensive Income (Loss) for each of the
	years ended December 31, 2009, 2008, and 2007	30
	years ended December 31, 2010, 2009, and 2008	30
	Notes to Consolidated Financial Statements	31
(a)(2)	Financial Statement Schedule:
	II Valuation and Qualifying Accounts and Reserves
	for the years ended December 31, 2009, 2008, and 2007	53
	for the years ended December 31, 2010, 2009, and 2008	54

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(a)(3)	Exhibits
3.1	Certificate of Incorporation, as amended*
3.2	Bylaws, as amended.**
11	Statement re: Computation of Per Share Earnings is contained in the 2009
	Consolidated Financial Statements in the Notes to Consolidated Financial Statements,
	Note 12, "Stockholders' (Deficit) Equity"

21	Subsidiaries of Registrant.***
23.1	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm
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.
32.1	Certification of the Chief Executive Officer pursuant to Section 906
	of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.
32.2	Certification of the Chief Financial Officer pursuant to Section 906
	of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.
99.1	Proxy Statement for the Annual Meeting of security holders to be held on April 17, 2010****

*	Incorporated by reference to the Company’s 2001 Form 10-K
	Commission File Number 2-28286, filed on March 29, 2002.
	The exhibit number indicated above corresponds to the
	exhibit number in that filing.
**	Incorporated by reference to the 8K filed by the Company on
	February 18, 2009. The exhibit number indicated above corresponds
	to the exhibit number in that filing.
***	Filed herewith.
****	Incorporated by reference to the Company’s Definitive Proxy Statement, to be filed
	with the SEC within 120 days of December 31, 2009.
	Upon written or oral request to the Company’s General Counsel, a copy
	of any of the above exhibits will be furnished at cost.

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(a)(3)	Exhibits

3.1	Certificate of Incorporation, as amended*

3.2	Bylaws, as amended.**

11	Statement re: Computation of Per Share Earnings is contained in the 2010
	Consolidated Financial Statements in the Notes to Consolidated Financial Statements,
	Note 11 "Stockholders' Equity (Deficit)."

21	Subsidiaries of Registrant.***

23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm

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.

32.1	Certification of the Chief Executive Officer pursuant to Section 906
	of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.

32.2	Certification of the Chief Financial Officer pursuant to Section 906
	of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.

99.1	Proxy Statement for the Annual Meeting of security holders to be held on April 16, 2011.****

*	Incorporated by reference to the Company’s 2001 Form 10-K
	Commission File Number 2-28286, filed on March 29, 2002.
	The exhibit number indicated above corresponds to the
	exhibit number in that filing.

**	Incorporated by reference to the 8K filed by the Company on
	February 18, 2009. The exhibit number indicated above corresponds
	to the exhibit number in that filing.

***	Filed herewith.

****	Incorporated by reference to the Company’s Definitive Proxy Statement, to be filed
	with the SEC within 120 days of December 31, 2010.

	Upon written or oral request to the Company’s General Counsel, a copy
	of any of the above exhibits will be furnished at cost.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By: /s/Paul N. Wojcik	By: /s/Robert P. Ambrosini
Paul N. Wojcik	Robert P. Ambrosini,
Chief Executive Officer	Executive Vice President and Chief Financial Officer
	(Chief Accounting Officer)
Date: March 24, 2010	Date: March 24, 2010
Date: March 24, 2011	Date: March 24, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.

By: /s/Paul N. Wojcik	March 24, ~~2010~~2011
Paul N. Wojcik	Date
Chairman of the Board of Directors
Director

By: /s/Paul A. Blakely	March 24, ~~2010~~2011	By: /s/George J. Korphage	March 24, ~~2010~~2011
Paul A. Blakely	Date	George J. Korphage	Date
Director		Director
By: /s/Cynthia J. Bolbach	March 24, ~~2010~~2011	By: /s/Gregory C. McCaffrey	March 24, ~~2010~~2011
Cynthia J. Bolbach	Date	Gregory C. McCaffrey	Date
Director		Director
By: /s/Eunice Lin Bumgardner	March 24, 2010	By: /s/Darren P. McKewen	March 24, 2010
By: /s/Eunice F. Lin	March 24, 2011	By: /s/Darren P. McKewen	March 24, 2011
Eunice Lin Bumgardner	Date	Daren P. McKewen	Date
Eunice F. Lin	Date	Daren P. McKewen	Date
Director		Director
By: /s/Neil R. Froemming	March 24, ~~2010~~2011	By: /s/Jonathan Newcomb	March 24, ~~2010~~2011
Neil R. Froemming	Date	Jonathan Newcomb	Date
Director		Director
By: /s/Gerald S.Hobbs	March 24, 2010	By: _________________	March 24, 2010
By: ________________	March 24, 2011	By: _________________	March 24, 2011
Gerald S. Hobbs	Date	Ellen Taus	Date
Director		Director
By: /s/Marcia P. Kaplan	March 24, 2010	By: /s/Daniel W. Toohey	March 24, 2010
By: /s/David M. Victor	March 24, 2011	By: /s/Daniel W. Toohey	March 24, 2011
Marcia P. Kaplan	Date	Daniel W. Toohey	Date
David M. Victor	Date	Daniel W. Toohey	Date
Director		Director

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		EXHIBIT INDEX
			Sequential Page
Number		Exhibit Description	Number
3	.1	Certificate of Incorporation, as amended	*
3	.2	Bylaws, as amended	*
11		Statement re: Computation of Per Share Earnings is contained in the 2009
		Consolidated financial Statements in the Notes to Consolidated Financial
		Statements, Note 12 "Stockholders' Deficit"	46
21		Subsidiaries of Registrant	61
23	.1	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm	62
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.	63
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.	64
32	.1	Certification of the Chief Executive Officer pursuant to Section 906
		of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.	65
32	.2	Certification of the Chief Financial Officer pursuant to Section 906
		of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.	66
99	.1	Proxy Statement for the Annual Meeting of Stockholders to be held on April 18, 2009	**
*		Incorporated by reference to the Company’s 2001 Form 10-K
		Commission File Number 2-28286, filed on March 29, 2002.
		The exhibit number indicated above corresponds to the
		exhibit number in that filing.
**		The Definitive Proxy Statement is expected to be filed with
		the SEC within 120 days of December 31, 2009.

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		EXHIBIT INDEX

			Sequential Page
Number		Exhibit Description	Number

3	.1	Certificate of Incorporation, as amended	*

3	.2	Bylaws, as amended	*

11		Statement re: Computation of Per Share Earnings is contained in the 2010
		Consolidated financial Statements in the Notes to Consolidated Financial
		Statements, Note 11 "Stockholders' Equity (Deficit)"	46

21221
21		Subsidiaries of Registrant	62

23	.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm	63

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	64

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	65

32	.1	Certification of the Chief Executive Officer pursuant to Section 906
		of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350	66

32	.2	Certification of the Chief Financial Officer pursuant to Section 906
		of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350	67

99	.1	Proxy Statement for the Annual Meeting of Stockholders to be held on April 16, 2011	**

*		Incorporated by reference to the Company’s 2001 Form 10-K
		Commission File Number 2-28286, filed on March 29, 2002.
		The exhibit number indicated above corresponds to the
		exhibit number in that filing.

**		The Definitive Proxy Statement is expected to be filed with
		the SEC within 120 days of December 31, 2010.

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