BELO CORP - 10-K Annual Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
Form 10-K

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

FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2002

OR

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

COMMISSION FILE NO. 1-8598

BELO CORP.
(Exact name of registrant as specified in its charter)

DELAWARE 75-0135890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

P. O. BOX 655237
DALLAS, TEXAS 75265-5237
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (214) 977-6606
Securities registered pursuant to Section 12(b) of the Act:

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark 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. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [ ]

The aggregate market value of the registrant's voting stock held by
nonaffiliates on June 28, 2002, based on the closing price for the registrant's
Series A Common Stock on such date as reported on the New York Stock Exchange,
was approximately $2,535,296,403. *

Shares of Common Stock outstanding at February 28, 2003: 112,889,517 shares.
(Consisting of 96,232,487 shares of Series A Common Stock and 16,657,030 shares
of Series B Common Stock.)

* For purposes of this calculation, the market value of a share of Series B
Common Stock was assumed to be the same as the share of Series A Common Stock
into which it is convertible.

Documents incorporated by reference:

Portions of the registrant's Proxy Statement relating to the Annual Meeting of
Shareholders to be held May 13, 2003 are incorporated by reference into Part III
(Items 10, 11, 12 and 13). Also incorporated by reference into Part II are
certain items included in the Company's 2002 Annual Report to Shareholders
(Items 5, 6, 7, 7A and 8).

BELO CORP.
FORM 10-K
TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

Belo Corp. ("Belo" or the "Company") is one of the nation's largest media
companies, with a diversified group of market-leading television broadcasting,
newspaper publishing, cable news and interactive media operations. A Fortune
1000 company with $1.4 billion in 2002 revenues, Belo operates news and
information franchises in some of America's most dynamic markets and regions.
The Company owns 19 television stations (six in the top 16 markets) that reach
13.7 percent of U.S. television households, and manages one television station
through a local marketing agreement ("LMA"). Belo also publishes four daily
newspapers with a combined daily circulation of approximately 900,000 copies and
a combined Sunday circulation of more than 1.2 million copies. In addition, Belo
owns two cable news channels and holds ownership interests in seven others.
Belo's Internet subsidiary, Belo Interactive, Inc. ("Belo Interactive"),
includes 34 Web sites, several interactive alliances and a broad range of
Internet-based products.

The Company believes the success of its media franchises is built upon
providing local and regional news and information and community service of the
highest caliber. These principles have attracted and built relationships with
viewers, readers and advertisers and have guided Belo's success for 160 years.

Note 15 to the Consolidated Financial Statements, which is included in
Belo's Annual Report to Shareholders, contains information about the Company's
industry segments for the years ended December 31, 2002, 2001 and 2000.

TELEVISION GROUP

Belo's Television Group is the nation's sixth largest non-network owned
station group based on audience share. The Company owns 19 television stations
and manages one station under an LMA. In the 15 markets in which the Company
operates, ten of Belo's stations are ranked number one and three are ranked
number two in "sign-on/sign-off" audience rating, based on November 2002 Nielsen
estimates. Belo has six stations in the top 16 markets and 14 stations in the
top 50 markets. Belo's stations collectively reach 13.7 percent of U.S.
television households.

Belo's stations are primarily concentrated in three high-growth regions:
Texas, the Northwest and the Southwest. Six of the Company's stations are
located in four of the fastest growing major metropolitan areas in the United
States:

o ABC affiliate WFAA-TV in Dallas/Fort Worth;

o CBS affiliate KHOU-TV in Houston;

o NBC affiliate KING-TV and independent KONG-TV in Seattle/Tacoma; and

o Independent KTVK-TV and WB affiliate KASW-TV in Phoenix.

The Company has a balanced portfolio of network-affiliated stations with
four ABC affiliates, four NBC affiliates and five CBS affiliates, and at least
one large market station associated with each network. In addition, Belo owns
two independent ("IND") stations, two Warner Brothers Network ("WB") affiliates,
one FOX affiliate and one United Paramount Network ("UPN") affiliate, and
operates one additional UPN affiliate under an LMA. This balance provides
stability to Belo's revenue stream regardless of which network leads prime time.

Belo's television stations have been recognized with numerous local, state
and national awards for outstanding news coverage. Since 1957, Belo's television
stations have garnered 16 Alfred I. duPont-Columbia Awards, 12 George Foster
Peabody Awards and 23 Edward R. Murrow Awards - the industry's most prestigious
honors.

The Company's television broadcasting operations began in 1950 with the
acquisition of WFAA shortly after the station began operations. In 1984, the
Company expanded its television operations with the purchase of stations in
Houston, Sacramento, Hampton/Norfolk and Tulsa. In June 1994 and February 1995,
the Company acquired

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stations in New Orleans and Seattle/Tacoma, respectively. The Providence Journal
Company acquisition in February 1997 added nine television stations, including
NBC affiliate KING in Seattle/Tacoma. In accordance with Federal Communications
Commission ("FCC") regulations, which at that time prohibited ownership of two
or more stations in a single market, Belo exchanged its UPN affiliate, KIRO-TV,
in Seattle/Tacoma for CBS affiliate KMOV-TV in St. Louis in June 1997. In
October 1997, Belo acquired CBS affiliate KENS-TV in San Antonio. In June 1999,
Belo acquired KVUE-TV, the ABC affiliate in Austin in exchange for KXTV, the
Company's ABC affiliate in Sacramento. KASA-TV (FOX) in Albuquerque and KHNL-TV
(NBC) in Honolulu were sold in October 1999, and KTVK (IND) in Phoenix was
acquired in November 1999. On March 1, 2000, Belo acquired KONG (IND) in
Seattle/Tacoma and KASW (WB) in Phoenix, which were previously operated by Belo
under LMAs. At the end of December 2000, Belo sold KOTV (CBS) in Tulsa. On
October 1, 2001, Belo purchased KSKN-TV, the WB affiliate in the Spokane,
Washington television market and on March 12, 2002, Belo purchased KTTU-TV, the
UPN affiliate in Tucson. Prior to the acquisitions, Belo operated KSKN and KTTU
under LMAs.

The following table sets forth information for each of the Company's
stations (including the station with which it has an LMA) and their markets as
of December 31, 2002:

(1) Market rank is based on the relative size of the television market
Designated Market Area ("DMA"), among the 210 generally recognized DMAs
in the United States, based on November 2002 Nielsen estimates.

(2) Substantially all the revenue of the Company's television stations is
derived from advertising. Approximately 3.5 percent of television
revenue is provided by compensation paid by networks to the television
stations for broadcasting network programming.

(3) Represents the number of television stations (both VHF and UHF)
broadcasting in the market, excluding public stations, low power
broadcast stations and national cable channels.

(4) Station rank is derived from the station's rating, which is based on
November 2002 Nielsen estimates of the number of television households
tuned to the Company's station for the Sunday-Saturday 7:00 a.m. to
1:00 a.m. period ("sign-on/sign-off") as a percentage of the number of
television households in the market.

(5) Station audience share is based on November 2002 Nielsen estimates of
the number of television households tuned to the station as a
percentage of the number of television households with sets in use in
the market for the sign-on/sign-off period.

(6) Operated under an LMA.

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

* Tied with one or more other stations in the market.

The principal source of revenue for Belo's television stations is the sale
of air time to local and national advertisers. In 2002, approximately 94.2
percent of total television revenues was derived from spot revenues. Network
compensation was approximately 3.5 percent of total television revenues in 2002.

Commercial television stations generally fall into one of three categories.
The first category of stations includes those affiliated with one of the four
major national networks (ABC, CBS, NBC and FOX). The second category is
comprised of stations affiliated with newer national networks, such as UPN, WB
and Paxson Communications Corporation. The third category includes independent
stations that are not affiliated with any network and rely

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principally on local and syndicated programming. Affiliation with a television
network can have a significant influence on the revenues of a television station
because the audience ratings generated by a network's programming can affect the
rates at which a station can sell advertising time. Generally, rates for
national and local spot advertising sold by the Company are determined by each
station, which receives all of the revenues, net of agency commissions, for that
advertising. Rates are influenced by the demand for advertising time, the
popularity of the station's programming and market size.

The Company's network affiliation agreements generally provide the station
with the exclusive right to broadcast in its local service area all programs
transmitted by the network with which the station is affiliated. In return, the
network has the right to sell most of the advertising time during such
broadcasts. Stations generally receive a specified amount of network
compensation for broadcasting network programming. To the extent that a
station's preemptions of network programming exceed a designated amount, that
compensation may be reduced. Network compensation is also subject to reduction
by the network during the term of an affiliation agreement under other
circumstances, with provisions for advance notice. The Company has network
affiliation agreements in place with ABC, CBS, NBC, FOX, WB and UPN. Belo's
station with which it has an LMA has an affiliation agreement with UPN.

NEWSPAPER GROUP

Belo's Newspaper Group comprises four daily newspapers with a combined
daily circulation of approximately 900,000 copies and a combined Sunday
circulation of more than 1.2 million copies. The group is led by The Dallas
Morning News, which has the seventh-largest Sunday circulation and
eleventh-largest daily circulation in the United States. Recognized as one of
the elite newspapers in America, The Dallas Morning News has earned six Pulitzer
Prizes since 1986 for its news reporting and photography initiatives. The
Providence Journal, the Company's second largest publication based on total
circulation, has won four Pulitzer Prizes and Belo's third largest publication,
The Press-Enterprise, has won one Pulitzer Prize. Belo also owns the Denton
Record-Chronicle in Denton, Texas and operates certain commercial printing
businesses.

The Company's principal newspaper, The Dallas Morning News, was established
in 1885 and is one of the leading newspaper franchises in America. Its success
is founded upon the highest standards of journalistic excellence, with an
emphasis on comprehensive news and information, and community service. The
Company acquired The Providence Journal in February 1997. The Providence Journal
also has a long history of journalistic excellence and service to its community
and is America's oldest major daily newspaper of general circulation and
continuous publication. Belo acquired The Press-Enterprise in July 1997 and the
Denton Record-Chronicle in June 1999.

The following table sets forth information concerning the Company's daily
newspaper operations:

(1) Average paid circulation is for the six months ended September 30, 2002 and
2001, respectively, according to the Audit Bureau of Circulation's FAS-FAX
report, except for the Denton Record-Chronicle, for which 2002 and 2001
circulation data is taken from the Certified Audit of Circulations Report
for the twelve-month periods ended December 31, 2001 and 2000,
respectively.

The Company's three largest newspapers, The Dallas Morning News, The
Providence Journal and The Press-Enterprise, provide coverage of local, state,
national and international news. The Dallas Morning News is distributed
throughout the Southwest, though its circulation is concentrated primarily in
Dallas County and the 11 surrounding counties. The Providence Journal is the
leading newspaper in Rhode Island and southeastern Massachusetts. The
Press-Enterprise is distributed throughout the Inland Empire area of southern
California, which includes Riverside and San Bernadino counties.

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Belo's Newspaper Group derives its revenue from advertising, circulation
and commercial printing. For the year ended December 31, 2002, advertising
revenue accounted for 84.8 percent of total newspaper revenue while circulation
revenue accounted for 12.2 percent and commercial printing accounted for most of
the remaining amount.

The following table sets forth information concerning the prices of the
Company's daily newspapers as of December 31, 2002:

(1) Newsstand price represents the rate for single copy sales. Newspapers
are typically sold to distributors and subscribers at prices less than
the newsstand price.

The basic material used in publishing Belo's newspapers is newsprint.
Currently, newsprint is primarily purchased from three suppliers. In addition,
The Providence Journal purchases approximately 50 percent of its newsprint from
other suppliers under long-term contracts. These contracts provide for certain
minimum purchases per year. Less than 2 percent of the Company's newsprint is
purchased on the spot market in privately negotiated transactions. Management
believes its sources of newsprint, along with available alternate sources, are
adequate for the Company's current needs.

During 2002, Belo's publishing operations consumed approximately 217,000
metric tons of newsprint at an average cost of $440 per metric ton. Consumption
of newsprint in the previous year was approximately 220,000 metric tons at an
average cost per metric ton of $569. Newsprint prices declined in the second
half of 2001 and through most of 2002 due to lower demand resulting from the
slowdown in the U.S. economy. The average price of newsprint is expected to be
higher in 2003 than in 2002, although the amount and timing of any increase
cannot be predicted with certainty.

INTERACTIVE MEDIA

The Internet is a powerful resource through which the Company continuously
explores ways to expand the scope of its core businesses while creating
innovative services for its viewers, readers and advertisers. Interactive
editions of Belo's newspapers along with the Web sites of each of the Company's
television stations provide consumers with accurate and timely news and
information as well as a variety of other products and services. Belo obtains
immediate feedback through online communication with its audience, which allows
the Company to tailor the way in which it delivers news and information to
better serve the needs of its audience.

The majority of Belo Interactive's Web sites are associated with the
Company's television stations and newspapers and primarily provide news and
information. According to Nielsen/NetRatings, Belo Interactive has seven of the
top 50 local television-affiliated Web sites in the U.S., and the Company's
newspaper-affiliated Web sites in Dallas and Providence are the leading local
media sites in those market areas.

Revenues for Belo Interactive in 2002 were principally derived from
advertising on its various Web sites and, to a much lesser extent, fees
generated from Internet service provider subscriptions and data retrieval
services. After implementing full-site registration in early 2002, Belo
Interactive had 2.6 million registered users at the end of 2002.

In 2001, the Company purchased a minority equity position in Classified
Ventures, LLC and joined the affiliated network of cars.com, Classified
Venture's leading automotive site. On August 1, 2002 the Company contracted with
CareerSite to provide the software and hosting of the Company's on-line
recruitment products.

4

CABLE NEWS

Belo's cable news operations include Texas Cable News ("TXCN") and
NorthWest Cable News ("NWCN"), which provide regional news coverage in a
comprehensive 24-hour a day format, utilizing the news resources of the
Company's television stations and newspapers in Texas and television stations in
the Northwest. The Company also operates four cable news channels in partnership
with Cox Communications and others, which provide local market coverage in New
Orleans, Louisiana (NewsWatch on Channel 15), Phoenix, Arizona (Arizona
NewsChannel and Mas! Arizona) and Hampton/Norfolk, Virginia (Local News on
Cable). These cable news channels also utilize the news resources of the
television stations owned by the Company in those markets. Mas! Arizona is the
Southwest's first Spanish-language cable news, information and sports channel.
The channel became available to viewers in September 2000 and provides in-depth
coverage of local issues and stories in the community.

During 2000 and 2001, Belo announced the formation of cable news
partnerships with Time Warner Cable that called for the creation of 24-hour
local cable news channels in Houston and San Antonio, Texas and in Charlotte,
North Carolina. The on-air dates of the news channels in Charlotte, North
Carolina and Houston, Texas were June 14, 2002 and December 12, 2002,
respectively. The projected on-air date of the news channel in San Antonio,
Texas is April 2003.

COMPETITION

Competition for advertising revenues at Belo's television stations, as well
as its daily newspapers, Web sites and cable news operations, includes other
television stations and newspapers (including those owned and operated by Belo),
direct broadcast satellite ("DBS"), radio stations, cable television systems,
outdoor advertising, the Internet, magazines and direct mail advertising. The
success of the Company's operations depends on a number of factors, including
the general strength of the economy, the ability to provide attractive
programming, audience ratings, relative cost efficiency for advertisers in
reaching audiences as compared to other advertising media, technical
capabilities and governmental regulations and policies.

The four major national television networks are represented in each
television market in which Belo has a television station. Competition for
advertising sales and local viewers within each market is intense, particularly
among the network-affiliated television stations.

The entry of local telephone companies and other multichannel video
programming distributors into the market for video programming services has also
had an impact on competition in the television industry. Belo is unable to
predict the effect that these or other technological and related regulatory
changes will have on the television industry or on the future results of Belo's
operations.

The Dallas Morning News' primary newspaper competitor in certain areas of
the Dallas/Fort Worth market is the Fort Worth Star-Telegram. The Providence
Journal has five competing daily newspapers in the Rhode Island market and The
Press-Enterprise has seven daily newspaper competitors in the Inland Empire area
of southern California.

FCC REGULATION

GENERAL. Belo's television broadcast operations are subject to the
jurisdiction of the FCC under the Communications Act of 1934, as amended (the
"Communications Act"). Among other things, the Communications Act empowers the
FCC to:

o assign frequency bands;

o determine stations' operating frequencies, location and power;

o issue, renew, revoke and modify station licenses;

o regulate equipment used by stations;

5

o impose penalties for violation of the Communications Act or of FCC
regulations;

o impose fees for processing applications and other administrative
functions; and

o adopt regulations to carry out the Communications Act's provisions.

The Communications Act also prohibits the assignment of a broadcast
license or the transfer of control of a broadcast licensee without prior FCC
approval. Under the Communications Act, the FCC also regulates certain aspects
of the operation of cable television systems and other electronic media that
compete with television stations. The Communications Act would prohibit Belo's
subsidiaries from continuing as broadcast licensees if record ownership of, or
power to vote, more than one-fourth of Belo's stock were to be held by aliens,
foreign governments or their representatives, or by corporations formed under
the laws of foreign countries.

STATION LICENSES. Under the Communications Act, as amended by the
Telecommunications Act of 1996 (the "1996 Act"), the FCC grants television
station licenses for terms of up to eight years. The 1996 Act also requires
renewal of a television license if the FCC finds that:

o the station has served the public interest, convenience and
necessity;

o there have been no serious violations by the licensee of either the
Communications Act or the FCC's rules and regulations; and

o there have been no other violations by the licensee of either the
Communications Act or the FCC's rules and regulations which, taken
together, constitute a pattern of abuse.

In making its determination, the FCC cannot consider whether the public
interest would be better served by a party other than the renewal applicant.
Under the 1996 Act, competing applications for the same frequency may be
accepted only after the FCC has denied an incumbent's application for renewal of
a license.

The current license expiration dates for each of Belo's television
broadcast stations are as follows:

WVEC ........................................................ October 1, 2004
WCNC ........................................................ December 1, 2004
WWL ......................................................... June 1, 2005
WHAS ........................................................ August 1, 2005
KMOV ........................................................ February 1, 2006
KENS ........................................................ August 1, 2006
KHOU ........................................................ August 1, 2006
KVUE ........................................................ August 1, 2006
WFAA ........................................................ August 1, 2006
KASW ........................................................ October 1, 2006
KMSB ........................................................ October 1, 2006
KTTU ........................................................ October 1, 2006
KTVB ........................................................ October 1, 2006
KTVK ........................................................ October 1, 2006
KING ........................................................ February 1, 2007
KONG ........................................................ February 1, 2007
KGW ......................................................... February 1, 2007
KREM ........................................................ February 1, 2007
KSKN ........................................................ February 1, 2007

The current license expiration date for KBEJ, the television station with
which the Company has an LMA, is August 1, 2006.

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OWNERSHIP RULES. The FCC's ownership rules, as modified pursuant to the
1996 Act and in subsequent FCC proceedings, limit the aggregate audience reach
of television stations that may be under common ownership, operation and
control, or in which a single person or entity may hold office or have more than
a specified interest or percentage of voting power, to 35 percent of the total
national audience. FCC rules also limit common ownership, operation and control
of, or cognizable or "attributable" interests or voting power in:

o television stations serving the same area;

o television stations and radio stations serving the same area; and

o television stations and daily newspapers serving the same area.

The FCC's ownership rules affect the number, type and location of newspaper
and broadcast properties that Belo might acquire in the future. For example,
under current FCC rules, Belo generally may not acquire any daily newspaper
property in a market where it now owns or has an interest in a television
station deemed attributable under FCC rules. Belo's ownership of The Dallas
Morning News and WFAA, which are both located in the Dallas/Fort Worth DMA,
predates the adoption of the FCC's rules regarding newspaper/broadcast
cross-ownership and was "grandfathered" by the FCC.

In August 1999, the FCC concluded long-standing proceedings to review and
revise several of its rules regulating television station ownership and the
standards used to determine what types of interests are considered to be
attributable under its rules. As modified in 1999, and in an order on
reconsideration issued in January 2001, one of these rules, the so-called
"duopoly" rule, permits a party to own two or more television stations that (1)
are located in separate DMAs or (2) are located in the same DMA, but do not have
overlapping Grade B service contours. In addition, a party may acquire a second
television station in the same DMA where it already owns or has an interest in a
television station, if:

o at least eight television "voices" (independently owned and operated
stations whose Grade B signals overlap the Grade B contour of at
least one of the stations in the proposed combination, excluding
LMAs) will remain in the market following the acquisition of the new
television station; and

o one of the two stations is not ranked among the top four stations in
the market based on Nielsen audience share ratings.

It is pursuant to this duopoly rule that Belo acquired KONG, KASW, KSKN and
KTTU, which are located in the same DMAs as Belo's stations KING, KTVK, KREM and
KMSB, respectively. In addition, the FCC's rules provide that future waivers of
the duopoly restrictions will be available to permit acquisition of "failed" or
"failing" stations or unbuilt stations, subject to certain conditions.

In its August 1999 decision, as modified by the January 2001
reconsideration order, the FCC relaxed its restrictions on the common ownership
of television and radio stations. The FCC rules generally permit the common
ownership of up to two television and six radio stations, or one television and
seven radio stations, provided at least 20 independent media "voices" would
remain in the market. In addition, the FCC's rules provide that future waivers
of the television/radio ownership restrictions generally will be available to
permit the acquisition of "failed" stations.

The FCC's January 2001 reconsideration orders made several minor changes to
the FCC's attribution rules. Under the FCC's attribution rules as they stand
after the reconsideration orders, the following relationships and interests
generally are attributable for purposes of the agency's broadcast ownership
restrictions:

o All officers and directors of a licensee and its direct or indirect
parent(s);

o Voting stock interests of at least five percent;

o Stock interests of at least 20 percent, if the holder is a passive
institutional investor (investment companies, banks, insurance
companies);

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o Any equity interest in a limited partnership or limited liability
company, unless properly "insulated" from management activities; and

o Equity and/or debt interests which in the aggregate exceed 33
percent of a licensee's total assets, if the interest holder
supplies more than 15 percent of the station's total weekly
programming, or is a same-market broadcast company, cable operator
or newspaper.

Under the 1996 Act, the FCC must review all of its broadcasting ownership
rules biennially to determine if they remain necessary in the public interest.
In June 2000, the FCC completed its 1998 biennial review of its rules and
decided to retain the 35 percent national television ownership limitation, the
former cable system/television station cross-ownership rule and the limit on the
number of radio stations a company may own in a given market. In addition, the
FCC proposed to consider limited changes to the newspaper/broadcast
cross-ownership rule. In January 2001, the FCC completed its 2000 biennial
review, making no additional relevant changes to its ownership rules.

On February 19, 2002, the U.S. Court of Appeals for the D.C. Circuit issued
a decision reviewing the FCC's retention of the 35 percent national television
ownership limitation and the cable system/television station cross-ownership
rule. Concluding that the FCC had not justified their retention, the court
struck down the cable system/television cross ownership rule and remanded the 35
percent limitation to the FCC for further consideration. On April 2, 2002, the
U.S. Court of Appeals for the D.C. Circuit issued a decision reviewing the
television duopoly rule. Finding that the FCC had failed to show that it was not
arbitrary and capricious to exclude non-television media from the "eight voices"
test used to determine the permissibility of television duopolies, the court
remanded the rule to the FCC for further consideration.

In September 2002, and in response to the federal appeals court decisions
discussed above, the FCC released a Notice of Proposed Rulemaking initiating a
comprehensive review of the majority of its media ownership rules. The Notice of
Proposed Rulemaking, which was released in conjunction with the FCC's 2002
biennial review, commences a review of four of the agency's existing rules: the
television duopoly rule, the radio/television cross-ownership rule, the national
television ownership cap and the dual network rule. The proceeding also will
examine two rules that are the subject of pending rulemaking proceedings: the
newspaper/broadcast cross-ownership ban and the local radio ownership rule. The
overhaul of the rules is scheduled to be concluded by June 2003. Belo cannot
predict the outcome of this proceeding.

PROGRAMMING AND OPERATIONS. The FCC has significantly reduced its
regulation of the programming and other operations of broadcast stations in
recent years, including elimination of formal ascertainment requirements and
guidelines concerning the amounts of some types of programming and commercial
matter that may be broadcast. There are, however, FCC rules and policies, and
rules and policies of other federal agencies, that regulate matters such as
network/affiliate relations, cable systems' carriage of syndicated and network
television programming on distant stations, political advertising practices,
obscene and indecent programming, accessibility of television programming to
audience members who are visually or hearing disabled, application procedures
and other areas affecting the business or operations of broadcast stations.

The Children's Television Act of 1990 limits the permissible amount of
commercial matter in children's television programs and requires each television
station to present educational and informational children's programming. The FCC
subsequently adopted stricter children's programming requirements, including a
requirement that television broadcasters provide a minimum of three hours of
children's educational programming per week. In October 2000, the FCC extended
indefinitely the requirement that broadcasters report on their children's
programming activities on a quarterly basis and the agency now is considering a
requirement that broadcasters place their children's programming reports on
their own Web sites. To date, the FCC has not resolved this issue. Broadcasters
also are required to place "issues/programs lists" in their public inspection
files to provide their communities with information on their "public interest"
programming.

In April 1998, the U.S. Court of Appeals for the D.C. Circuit concluded
that the FCC's longstanding Equal Employment Opportunity ("EEO") regulations
were unconstitutional. In January 2000, the FCC adopted new EEO rules, which
were again struck down by the U.S. Court of Appeals for the D.C. Circuit in
January 2001. The FCC thereafter suspended the rules, except for the general
obligation not to engage in employment discrimination based on race, color,
religion, national origin or sex.

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In October 2002, the FCC adopted new EEO rules, which go into effect March
10, 2003. The new rules impose job information dissemination, recruitment and
reporting requirements. Specifically, broadcasters must (1) widely disseminate
information concerning each full-time job vacancy; (2) provide notice of each
full-time job vacancy to recruitment organizations requesting notice; and (3)
complete additional "recruitment initiatives," such as participation in job
fairs, scholarship programs and EEO training. To allow the FCC to verify
compliance with these requirements, licensees must retain documentation of each
of the required recruitment activities. Licensees need not file recruitment data
with the FCC, but are expected to make it available to the FCC on request. The
new rules also require licensees to file an annual "EEO Public File Report"
which must include: (1) a list of all full-time vacancies filled during the
preceding year; (2) the recruitment source(s) used; (3) the recruitment sources
that referred the people hired for each full-time vacancy; (4) the total number
of persons interviewed for full-time vacancies; (5) the total number of
interviewees referred by each source; and (6) a list and brief description of
recruitment initiatives implemented during the preceding year. At various points
during a station's license term, licensees also must file additional reports
relating to the EEO requirements. Broadcasters may be subject to random audits
to ensure compliance with the new EEO rules and could be sanctioned for
noncompliance. In its order announcing the new rules, the FCC also reaffirmed
its rule prohibiting broadcasters from discriminating against individuals on the
basis of race, religion, color, national origin or gender.

The FCC has also adopted various regulations to implement provisions of the
Cable Television Consumer Protection and Competition Act of 1992, as amended by
the 1996 Act, governing the relationship between broadcasters and cable
operators. Among other matters, these regulations require cable systems to
devote a specified portion of their channel capacity to the carriage of the
signals of local television stations and permit TV stations to elect between
having a right to mandatory carriage on local cable systems, referred to as
"must carry rights," or a right to restrict or prevent cable systems from
carrying the station's signal without the station's permission, referred to as
"retransmission consent". The Communications Act and FCC regulations also
contain measures to facilitate competition among cable systems, telephone
companies and other systems in the distribution of TV signals, video programming
and other services.

DIGITAL TELEVISION SERVICE. In April 1997, the FCC adopted rules for
implementing digital television ("DTV") service in the United States, which will
improve the technical quality of television signals received by viewers and give
television broadcasters the ability to provide new services, including
high-definition television.

On April 3, 1997, a second channel on which to initially provide separate
DTV programming or simulcast its analog programming was assigned to all
broadcasters holding a license or construction permit for a full-power
television station. These second channels are assigned for an eight-year
transition period scheduled to end in 2006. Stations were required to construct
their DTV facilities and be on the air with a digital signal according to a
schedule set by the FCC based on the type of station and the size of the market
in which it is located. For example, all ABC, CBS, NBC and FOX network
affiliates in the ten largest markets were required to be on the air with a
digital signal by May 1, 1999. Several stations in large markets voluntarily
committed in writing to the FCC to build DTV facilities by November 1, 1998. The
Company's network-affiliated stations in Dallas, Houston and Seattle met the
accelerated schedule. Affiliates of the four major networks in the top 30
markets were required to begin transmitting digital signals by November 1999.
Belo's stations in St. Louis, Portland and Charlotte each met this schedule.
Except as noted below, all other commercial broadcasters were required to follow
suit by May 1, 2002. Belo's remaining stations met this schedule, except for
Belo's stations in Austin, Spokane and Tucson, which requested and have been
granted extensions.

At the end of the DTV transition period, analog television transmissions
will cease and DTV channels will be reassigned to a smaller segment of the
broadcasting spectrum comprising channels 2-51. Although the FCC has targeted
December 31, 2006 as the date by which all television broadcasters must return
their analog licenses, the Balanced Budget Act of 1997 allows broadcasters to
keep both their analog and digital licenses until at least 85 percent of the
television households in their respective markets can receive a digital signal.
In addition, pursuant to a September 2001 FCC order, broadcasters operating on
channels 59-69 who voluntarily give up one of their channels as a result of a
"band-clearing agreement" may continue to operate in analog until December 31,
2005, or until at least 70 percent of the television households in their
respective markets can receive a digital signal. Local zoning laws and the lack
of qualified tall-tower builders to construct the facilities needed for DTV
operations, as well as other factors, including the pace of DTV receiver
production and sales, may cause delays in the DTV transition.

9

During the transition, broadcasters will be required to "simulcast" the
traditional free, analog, over-the-air broadcast service on their digital
channels as follows: in 2003, broadcasters must simulcast 50 percent of the
traditional broadcast service on their digital spectrum; in 2004, they must
simulcast 75 percent of the traditional broadcast service; in 2005, they must
simulcast 100 percent of the traditional broadcast service.

In January 2001, the FCC issued a further order reviewing various DTV
transition issues. In particular, the order required commercial stations with
both analog and digital channel assignments within the DTV core spectrum
(channels 2-51) to elect their permanent post-transition DTV channel by December
31, 2003. The order also required commercial broadcasters to provide a DTV
signal that replicates their current analog service area by December 31, 2004,
or else lose interference protection in those portions of their existing service
area not covered by their digital signal. In addition, by December 31, 2004, the
order required commercial stations to provide a stronger digital signal to their
communities of license than was previously required.

In November 2001, the FCC issued a reconsideration order on DTV transition
issues which modified many of the rules the agency established in January 2001.
Significantly, the reconsideration order temporarily defers the FCC's previously
established deadlines for broadcasters to (1) choose their permanent
post-transition DTV channel; (2) provide a DTV signal that replicates their
analog service area; and (3) build maximized DTV facilities. The FCC intends to
establish deadlines for these requirements in its next periodic review of the
DTV transition and emphasized that none of the deadlines will be after the later
of December 31, 2006 or the date by which 85 percent of the television
households in a licensee's market are capable of receiving the signals of DTV
stations. The order also permits broadcasters to request special temporary
authority to construct initial minimal DTV facilities (i.e., facilities that
only cover their cities of license) while retaining interference protection for
their allotted and maximized facilities. Eight Belo stations are operating at
reduced power pursuant to such authority. The order further allows commercial
stations subject to the May 1, 2002 construction deadline (i.e., stations not in
the top 30 markets) to initially broadcast a digital signal during prime time
hours only.

In April 2002, FCC Chairman Michael Powell challenged the broadcast, cable,
satellite and consumer electronics industries to take certain voluntary actions
designed to speed the DTV transition. Although members of the broadcast, cable
and satellite industries quickly made commitments to comply with Chairman
Powell's proposals, the consumer electronics industry was reluctant to embrace
the plan. Accordingly, the FCC found it necessary to formally mandate a
phased-in DTV tuner requirement. Under the new requirements, all new television
sets 13 inches and larger and all TV interface devices (VCRs, etc.) must include
the capability of tuning and decoding over-the-air digital signals by 2007.

In January 2001, the FCC also issued a preliminary decision regarding the
must carry rights of digital television broadcasters. Although the FCC deferred
making a decision as to whether broadcasters are entitled to simultaneous
carriage of both their digital and analog signals during the transition to DTV,
the FCC did determine the following:

o Digital-only television stations may immediately assert carriage
rights on local cable systems;

o Television stations that return their analog spectrum and convert to
digital operations are entitled to must carry rights; and

o A digital-only station asserting must carry rights is entitled only
to carriage of a single programming stream and other
"program-related" content, regardless of the number of programs it
broadcasts simultaneously on its digital spectrum.

Several parties filed petitions for reconsideration of various parts of the
FCC's DTV must carry decision. Those petitions remain pending before the agency
and Belo cannot predict what changes, if any, the FCC will make to its DTV must
carry rules on reconsideration.

In addition to digital must carry rights, another area of major concern for
the DTV transition involves the technical standards needed to ensure that
digital television sets can connect to cable systems. The FCC has requested
periodic reports from the cable and consumer electronics industries on this
issue and has indicated that it will address the matter in the near future. The
FCC also initiated a rulemaking in August 2002 to examine the complex issue of
whether--and if so, how--over-the-air digital broadcasts should be protected
from unauthorized copying and distribution. That proceeding remains pending and
Belo cannot predict its outcome. In addition, the cable and

10

consumer electronics industries have filed a Memorandum of Understanding ("MOU")
with the FCC which details an agreement on a cable compatibility standard for an
integrated, one-way digital cable television receiver, as well as other
unidirectional digital cable products. In January 2003, the FCC requested
comment on the MOU, as well as proposed FCC rules governing cable compatibility.
This proceeding also remains pending and Belo cannot predict its outcome. The
FCC will continue to review the progress of DTV periodically and make
adjustments to the 2006 target date, if necessary.

The FCC has yet to determine whether the public interest or children's
programming obligation of broadcasters will change in the DTV era. In December
1999, the FCC commenced a proceeding seeking comment on the public interest
obligations of television broadcast licensees. Specifically, the FCC requested
information in four general areas:

o The new flexibility and capabilities of digital television, such as
multiple channel transmission;

o Service to local communities, including information on public
interest activities and disaster relief;

o Enhancing access to the media by persons with disabilities and using
DTV to encourage diversity in the digital era; and

o Enhancing the quality of political discourse.

In commencing the proceeding, the FCC did not propose specific new rules or
policies, but stated that it was seeking to create a forum for public debate on
how broadcasters can best serve the public interest during and after the
transition to DTV. This proceeding remains pending and Belo cannot predict its
outcome.

In addition, the FCC has commenced, but not completed, a proceeding
specifically addressing the children's programming obligations of DTV broadcast
licensees and how the current children's programming rules should apply to DTV.
In this proceeding, the FCC is considering a number of measures that might
increase licensees' current obligation to air at least three hours of
educational programming per week.

Finally, two U.S. Representatives recently circulated draft legislation
designed to provoke discussion about many of the obstacles facing the DTV
transition. Belo cannot predict the outcome of this legislation.

SATELLITE TRANSMISSION OF LOCAL TELEVISION SIGNALS. In November 1999,
Congress enacted the Satellite Home Viewer Improvement Act of 1999 ("SHVIA"),
which established a copyright licensing system for limited distribution of
television network programming to DBS viewers and directed the FCC to initiate
rulemaking proceedings to implement the new system. SHVIA also extended the
current system of satellite distribution of distant network signals to unserved
households (i.e., those that do not receive a Grade B signal from a local
network affiliate).

As part of those rulemakings, the FCC established a market-specific
requirement for mandatory carriage of local television stations, similar to that
applicable to cable systems, for those markets in which a satellite carrier
chooses to provide any local signal, beginning January 1, 2002. Stations in
affected markets were required to make must carry elections by July 1, 2001. The
July 1, 2001 election is effective from January 1, 2002 to December 31, 2005.

The DBS industry challenged SHVIA and the FCC's DBS must carry rules in
federal court. In December 2001, a panel of the U.S. Court of Appeals for the
Fourth Circuit upheld the federal law that requires DBS carriers to carry the
signals of all local television stations in markets where they elect to carry
any local signals. The ruling means that, starting January 1, 2002, DBS
operators were required to carry all local television stations in the local
markets they currently serve unless they opt to discontinue local service to
those markets. The court also upheld an FCC rule that permits DBS operators to
offer all local television stations on a single tier or an a la carte basis.

The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act, other applicable statutes or the
regulations and policies of the FCC thereunder. Proposals for additional or
revised regulations and requirements are pending before and are considered by
Congress and federal regulatory agencies from time to time. Belo cannot predict
the effect of existing and proposed federal legislation, regulations and

11

policies on its business. Also, various of the foregoing matters are now, or may
become, the subject of court litigation and Belo cannot predict the outcome of
any such litigation or the impact on its business.

EMPLOYEES

As of December 31, 2002, the Company had approximately 6,600 full-time and
1,200 part-time employees. Belo has approximately 1,200 employees who are
represented by various employee unions. Approximately one-half of these union
employees are located in Providence, Rhode Island, with the remaining union
employees working at various television stations and other properties. Belo
believes its relations with its employees are satisfactory.

AVAILABLE INFORMATION

Belo maintains its corporate Web site at www.belo.com. Belo makes
available free of charge on www.belo.com this Annual Report on Form 10-K, its
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports, all as filed or furnished pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 as soon as reasonably practicable after the
reports are electronically filed with or furnished to the Securities and
Exchange Commission.

ITEM 2. PROPERTIES

At December 31, 2002, Belo owned broadcast operating facilities in the
following U.S. cities: Dallas, Texas (WFAA); Houston, Texas (KHOU); Seattle,
Washington (KING and KONG); Phoenix, Arizona (KTVK and KASW); Portland, Oregon
(KGW); Charlotte, North Carolina (WCNC); San Antonio, Texas (KENS); New Orleans,
Louisiana (WWL); Norfolk, Virginia (WVEC); Louisville, Kentucky (WHAS); Austin,
Texas (KVUE); Tucson, Arizona (KMSB and KTTU); Spokane, Washington (KREM and
KSKN); and Boise, Idaho (KTVB). The Company also leases broadcast facilities for
the operations of KMOV in St. Louis, Missouri. Three of the Company's broadcast
facilities use broadcast towers that are jointly owned with another television
station in the same market (WFAA, KGW and KENS). The primary broadcast towers
associated with the Company's other television stations are wholly-owned by the
Company.

The Company leases a facility in Washington, D.C. that is used by its
television and newspaper operations for the gathering and distribution of news
from the Nation's capital. This facility includes a broadcast studio as well as
general office space.

The Company owns and operates a newspaper printing facility and
distribution center in Plano, Texas where eight high-speed offset presses are
housed to print The Dallas Morning News and the Denton Record-Chronicle. Certain
other operations of The Dallas Morning News are housed in a Company-owned,
four-story building in downtown Dallas. The non-production operations of the
Denton Record-Chronicle are housed in a Company-owned, two-story building in
Denton, Texas.

The Company also owns and operates a newspaper printing facility in
Providence, Rhode Island where three high-speed flexographic presses are housed
to print The Providence Journal. The remainder of The Providence Journal's
operations is housed in a Company-owned, five-story building in downtown
Providence.

The Company owns and operates a newspaper publishing facility and a
commercial printing facility in Riverside, California. The newspaper publishing
facility is located in downtown Riverside, California and is equipped with three
high-speed offset presses to print The Press-Enterprise. The non-production
operations of The Press-Enterprise are also housed in this facility.

Each of Belo's three large market newspapers' facilities is equipped with
computerized input and photocomposition equipment and other equipment that is
used in the production of both news and advertising copy.

TXCN's operations are conducted from a fully-equipped digital television
facility located in downtown Dallas. NWCN conducts its regional cable news
operations from the KING facility.

12

The Company's corporate operations, several departments of The Dallas
Morning News and certain broadcast administrative functions have offices located
in downtown Dallas in a seventeen-story office building owned by the Company.
The Company also leases space for its secondary data center in Irving, Texas.

The operations of Belo Interactive are located at each of Belo's individual
operating units and in leased office space in downtown Dallas.

All of the foregoing operations have additional leasehold and other
interests that are used in their respective activities and are not materially
important physical properties. The Company believes its properties are in
satisfactory condition and are well maintained and that such properties are
adequate for present operations.

ITEM 3. LEGAL PROCEEDINGS

There are legal proceedings pending against the Company, including a number
of actions for alleged libel and slander. In the opinion of management,
liabilities, if any, arising from these actions would not have a material
adverse effect on the consolidated results of operations, liquidity or financial
position of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of shareholders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this Form 10-K.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information set forth under the heading "Market Data," "Equity
Compensation Plan Information," "Note 8: Long-Term Incentive Plan" and "Note 10:
Common and Preferred Stock" contained in the 2002 Annual Report to Shareholders
is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information set forth under the heading "Selected Financial Data"
contained in the 2002 Annual Report to Shareholders is incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information set forth under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in the 2002
Annual Report to Shareholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The information set forth under the heading "Market Risks" contained in the
2002 Annual Report to Shareholders is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information set forth under the headings "Consolidated Statements of
Earnings," "Consolidated Balance Sheets," "Consolidated Statements of
Shareholders' Equity," "Consolidated Statements of Cash Flows" and "Notes to
Consolidated Financial Statements," together with the "Report of Independent
Auditors" contained in the 2002 Annual Report to Shareholders is incorporated
herein by reference.

13

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the headings "Proposal: Election of
Directors," "Executive Officers," and "Stock Ownership - Section 16(a)
Beneficial Ownership Reporting Compliance" contained in the definitive Proxy
Statement for the Company's Annual Meeting of Shareholders to be held on May 13,
2003, is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the heading "Executive Compensation -
Summary Compensation Table, - Options/SAR Grants in 2002, - Aggregated
Option/SAR Exercises in 2002 and 2002 Year-End Option/SAR Values, and -
Retirement Benefits" and "Corporate Governance - Compensation of Directors"
contained in the definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on May 13, 2003, is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the heading "Stock Ownership" contained in
the definitive Proxy Statement for the Company's Annual Meeting of Shareholders
to be held on May 13, 2003, is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the heading "Executive Compensation -
Certain Relationships" contained in the definitive Proxy Statement for the
Company's Annual Meeting of Shareholders to be held on May 13, 2003, is
incorporated herein by reference.

ITEM 14. CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chairman of the Board,
President and Chief Executive Officer and Executive Vice President/Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chairman of the Board, President and
Chief Executive Officer and Executive Vice President/Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
Securities and Exchange Commission filings. There have been no significant
changes in the Company's internal controls or in other factors which could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) The financial statements referenced in Item 8 are incorporated
herein by reference to the 2002 Annual Report to Shareholders, a
portion of which is filed as Exhibit 13 to this Form 10-K.

(2) The financial schedules required by Regulation S-X are either not
applicable or are included in the information provided in the Notes to
Consolidated Financial Statements, which are incorporated herein by
reference to the 2002 Annual Report to Shareholders.

14

(3) Exhibits

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

EXHIBIT
NUMBER DESCRIPTION
------ -----------

3.1 * Certificate of Incorporation of the Company (Exhibit 3.1 to
the Company's Annual Report on Form 10-K dated March 15, 2000
(the "1999 Form 10-K"))

3.2 * Certificate of Correction to Certificate of Incorporation
dated May 13, 1987 (Exhibit 3.2 to the 1999 Form 10-K)

3.3 * Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987
(Exhibit 3.3 to the 1999 Form 10-K)

3.4 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 4, 1988 (Exhibit 3.4 to the 1999
Form 10-K)

3.5 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 3, 1995 (Exhibit 3.5 to the 1999
Form 10-K)

3.6 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 13, 1998 (Exhibit 3.6 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1998 (the "2nd Quarter 1998 Form 10-Q"))

3.7 * Certificate of Ownership and Merger, dated December 20, 2000,
but effective as of 11:59 p.m. on December 31, 2000
(Exhibit 99.2 to Belo's Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 29, 2000)

3.8 * Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4, 1988
(Exhibit 3.7 to the 1999 Form 10-K)

3.9 * Certificate of Designation of Series B Common Stock of the
Company dated May 4, 1988 (Exhibit 3.8 to the 1999 Form 10-K)

3.10 * Amended and Restated Bylaws of the Company, effective
December 31, 2000 (Exhibit 3.10 to the Company's Annual Report
on Form 10-K dated March 13, 2001 (the "2000 Form 10-K"))

3.11 Amendment No. 1 to Amended and Restated Bylaws of the
Company, effective February 7, 2003

4.1 Certain rights of the holders of the Company's Common Stock
are set forth in Exhibits 3.1-3.11 above

4.2 * Specimen Form of Certificate representing shares of the
Company's Series A Common Stock (Exhibit 4.2 to the 2000 Form
10-K)

4.3 * Specimen Form of Certificate representing shares of the
Company's Series B Common Stock (Exhibit 4.3 to the 2000 Form
10-K)

4.4 * Amended and Restated Form of Rights Agreement as of
February 28, 1996 between the Company and Chemical Mellon
Shareholder Services, L.L.C., a New York banking corporation
(Exhibit 4.4 to the 1999 Form 10-K)

15

EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.5 * Supplement No. 1 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston
dated as of November 11, 1996 (Exhibit 4.5 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996)

4.6 * Supplement No. 2 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston
dated as of June 5, 1998 (Exhibit 4.6 to the 2000 Form 10-K)

4.7 Instruments defining rights of debt securities:

(1) * Indenture dated as of June 1, 1997 between the
Company and The Chase Manhattan Bank, as Trustee
(Exhibit 4.6(1) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30,
1997 (the "2nd Quarter 1997 Form 10-Q"))

(2) * (a) $200 million 7-1/8% Senior Note due 2007
(Exhibit 4.6(3)(a) to the 2nd Quarter 1997 Form
10-Q)

* (b) $100 million 7-1/8% Senior Note due 2007
(Exhibit 4.6(3)(b) to the 2nd Quarter 1997 Form
10-Q)

(3) * $200 million 7-3/4% Senior Debenture due 2027
(Exhibit 4.6(4) to the 2nd Quarter 1997 Form 10-Q)

(4) * Officers' Certificate dated June 13, 1997
establishing terms of debt securities pursuant to
Section 3.1 of the Indenture (Exhibit 4.6(5) to the
2nd Quarter 1997 Form 10-Q)

(5) * (a) $200 million 7-1/4% Senior Debenture due
2027 (Exhibit 4.6(6)(a) to the Company's
Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1997 (the "3rd Quarter
1997 Form 10-Q"))

* (b) $50 million 7-1/4% Senior Debenture due 2027
(Exhibit 4.6(6)(b) to the 3rd Quarter 1997 Form
10-Q)

(6) * Officers' Certificate dated September 26, 1997
establishing terms of debt securities pursuant to
Section 3.1 of the Indenture (Exhibit 4.6(7) to the
3rd Quarter 1997 Form 10-Q)

(7) * $350 million 8.00% Senior Note due 2008
(Exhibit 4.6(8) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended
September 30, 2001 (the "3rd Quarter 2001
Form 10-Q"))

(8) * Officers' Certificate dated November 1, 2001
establishing terms of debt securities pursuant to
Section 3.1 of the Indenture (Exhibit 4.6(9) to the
3rd Quarter 2001 Form 10-Q)

10.1 Financing agreements:

(1) * Five-year Credit Agreement dated as of November 29,
2001 among the Company, as Borrower; J.P. Morgan
Chase Bank, as Administrative Agent and as
Competitive Advance Facility Agent; J.P. Morgan
Securities Inc. and Banc of America Securities LLC,
as Co-Advisors, Co-Arrangers and Joint Bookrunners;
Bank of America, N.A., Fleet National Bank and the
Bank of New York, as Co-Syndication Agents; BNP
Paribas, as Documentation Agent; and the Fuji Bank
Limited and SunTrust Bank, as Senior Managing Agents
(Exhibit 10.1(1) to the Company's Annual Report on
Form 10-K dated March 15, 2002)

16

EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.2 Compensatory plans:

~(1) Belo Savings Plan:

* (a) Belo Savings Plan Amended and Restated July
1, 2000 (Exhibit 10.2(1) to the Company's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000 (the "2nd Quarter 2000
Form 10-Q"))

* (b) First Amendment to the Belo Savings Plan
effective December 31, 2000 (Exhibit 10.2(1)(b)
to the 2000 Form 10-K)

* (c) Second Amendment to Belo Savings Plan
effective as of January 1, 2002 (Exhibit 4.16(c)
to the Company's Registration Statement on Form
S-8 (No. 333-88030) filed with the Securities and
Exchange Commission on May 10, 2002)

* (d) Third Amendment to Belo Savings Plan
effective as of May 7, 2002 (Exhibit 4.16(d) to
the Company's Registration Statement on Form S-8
(No. 333-88030) filed with the Securities and
Exchange Commission on May 10, 2002)

* (e) Fourth Amendment to Belo Savings Plan
effective as of August 23, 2002 (Exhibit
10.2(1)(e) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended
September 30, 2002 (the "3rd Quarter 2002 Form
10-Q"))

* (f) Fifth Amendment to Belo Savings Plan
effective as of September 27, 2002 (Exhibit
10.2(1)(f) to the 3rd Quarter 2002 Form 10-Q)

(g) Sixth Amendment to the Belo Savings Plan
effective as of January 1, 2002

~(2) Belo 1986 Long-Term Incentive Plan:

* (a) Belo Corp. 1986 Long-Term Incentive Plan
(Effective May 3, 1989, as amended by Amendments
1, 2, 3, 4 and 5) (Exhibit 10.3(2) to the
Company's Annual Report on Form 10-K dated March
10, 1997 (the "1996 Form 10-K"))

* (b) Amendment No. 6 to 1986 Long-Term Incentive Plan
(Exhibit 10.3(2)(b) to the Company's Annual
Report on Form 10-K dated March 19, 1998 (the
"1997 Form 10-K"))

* (c) Amendment No. 7 to 1986 Long-Term Incentive Plan
(Exhibit 10.2(2)(c) to the 1999 Form 10-K)

* (d) Amendment No. 8 to 1986 Long-Term Incentive Plan
(Exhibit 10.3(2)(d) to the 2nd Quarter 1998
Form 10-Q)

~(3) * Belo 1995 Executive Compensation Plan, as restated
to incorporate amendments through December 4, 1997
(Exhibit 10.3(3) to the 1997 Form 10-K)

* (a) Amendment to 1995 Executive Compensation
Plan, dated July 21, 1998 (Exhibit 10.3(3)(a) to
the 2nd Quarter 1998 Form 10-Q)

* (b) Amendment to 1995 Executive Compensation
Plan, dated December 16, 1999 (Exhibit 10.3(3)(b)
to the 1999 Form 10-K)

~(4) * Management Security Plan (Exhibit 10.3(1) to the
1996 Form 10-K)

* (a) Amendment to Management Security Plan of Belo
Corp. and Affiliated Companies (as Restated
Effective January 1, 1982) (Exhibit 10.2(4)(a)
to the 1999 Form 10-K)

~(5) Belo Supplemental Executive Retirement Plan

* (a) Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2000
(Exhibit 10.2(5)(a) to the 1999 Form 10-K)

* (b) First Amendment to Belo Supplemental Executive
Retirement Plan as Amended and Restated
Effective January 1, 2000, dated July 27, 2000
(Exhibit 10.2(5) to the 2nd Quarter 2000
Form 10-Q)

17

EXHIBIT
NUMBER DESCRIPTION
------ -----------
~(6) * Belo 2000 Executive Compensation Plan (Exhibit 4.15
to the Company's Registration Statement on Form S-8
(No. 333-43056) filed with the Securities and
Exchange Commission on August 4, 2000)

(a) First Amendment to Belo 2000 Executive
Compensation Plan effective as of December 31,
2000

(b) Second Amendment to Belo 2000 Executive
Compensation Plan dated December 5, 2002

~(7) * Retirement Agreement between the Company and
Michael J. McCarthy, dated March 15, 2002 (Exhibit
10.2(8) to Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2002)

12 Ratio of Earnings to Fixed Charges

13 Portions of the 2002 Annual Report to Shareholders (Items 5, 6,
7, 7A and 8)

21 Subsidiaries of the Company

23 Consent of Ernst & Young LLP

24 Power of Attorney (set forth on the signature page(s) hereof)

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

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

(b) Reports on Form 8-K.

During the last quarter covered by this report, there were no reports
on 8-K filed.

18

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

BELO CORP.

By:/s/ Robert W. Decherd
------------------------------------
Robert W. Decherd
Chairman of the Board, President
& Chief Executive Officer

Dated: March 12, 2003

POWER OF ATTORNEY

The undersigned hereby constitute and appoint Robert W. Decherd, Dunia A.
Shive and Guy H. Kerr, and each of them and their substitutes, our true and
lawful attorneys-in-fact with full power to execute in our name and behalf in
the capacities indicated below any and all amendments to this report and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby ratify and confirm all
that such attorneys-in-fact, or any of them, or their substitutes shall lawfully
do or cause to be done by virtue thereof.

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 Company
and in the capacities and on the dates indicated:

20

CERTIFICATIONS

I, Robert W. Decherd, Chairman of the Board, President and Chief Executive
Officer of Belo Corp., certify that:

1. I have reviewed this annual report on Form 10-K of Belo Corp.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 12, 2003 By: /s/ Robert W. Decherd
-------------------------------------
Robert W. Decherd
Chairman of the Board,
President and Chief Executive Officer

21

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

1. I have reviewed this annual report on Form 10-K of Belo Corp.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 12, 2003 By: /s/ Dunia A. Shive
------------------------------
Dunia A. Shive
Executive Vice President/
Chief Financial Officer

22

INDEX TO EXHIBITS

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