RNS Number:7688H
Bellsouth Corp
25 January 2005



    BellSouth Corporation

    Consolidated Statements of Income - Reported Basis (unaudited)

    (amounts in millions, except per share data)



    Note to Readers:  See Normalization Earnings Summary and Reconciliation to

    GAAP results on pages 3 and 4 for a summary of unusual items included in

    Reported Basis results.



                                        4Q04    4Q03   Growth    3Q04   Growth



    Operating Revenues

      Communications group           $4,607  $4,576     0.7%  $4,585     0.5%

      Advertising and publishing        524     518     1.2%     495     5.9%

      All other                          15      13    15.4%      15     0.0%

        Total Operating Revenues      5,146   5,107     0.8%   5,095     1.0%

    Operating Expenses

      Cost of services and products   2,052   1,762    16.5%   1,881     9.1%

      Selling, general &

       administrative expenses        1,072     980     9.4%     905    18.5%

      Depreciation and amortization     916     950    -3.6%     908     0.9%

      Provision for restructuring

       and asset impairments             18      16    12.5%     -        N/M

        Total Operating Expenses      4,058   3,708     9.4%   3,694     9.9%

    Operating Income                  1,088   1,399   -22.2%   1,401   -22.3%

    Interest Expense                    270     222    21.6%     220    22.7%

    Other Income (Expense), net        (107)    108  -199.1%     136  -178.7%

    Income from Continuing

     Operations before Income Taxes,

     Discontinued

      Operations and Cumulative

       Effect of Changes in

       Accounting Principles            711   1,285   -44.7%   1,317   -46.0%

    Provision for Income Taxes          215     449   -52.1%     465   -53.8%

    Income from Continuing

     Operations before Discontinued

     Operations and

      Cumulative Effect of Changes

       in Accounting Principles         496     836   -40.7%     852   -41.8%

    Income (Loss) from Discontinued

     Operations, net of tax             975     (49)     N/M*    (53)     N/M

    Income Before Cumulative Effect

     of Changes in Accounting

     Principles                       1,471     787    86.9%     799    84.1%

    Cumulative Effect of Changes in

     Accounting Principle               -       -        N/M*    -        N/M

          Net Income                  1,471     787    86.9%     799    84.1%



    Diluted:

      Weighted Average Common Shares

       Outstanding                    1,836   1,845    -0.5%   1,835     0.1%

      Earnings Per Share:

         Income from Continuing

          Operations                  $0.27   $0.45   -40.0%   $0.46   -41.3%

         Income from Discontinued

          Operations                  $0.53  ($0.03)     N/M  ($0.03)     N/M

         Cumulative Effect of

          Changes in Accounting

          Principles                    -       -        N/M     -        N/M

         Net Income                   $0.80   $0.43    86.0%   $0.44    81.8%



     * - Not meaningful.


                                                      Year-to-Date

                                              2004        2003       Growth



    Operating Revenues

      Communications group                  $18,239     $18,255       -0.1%

      Advertising and publishing              2,005       2,033       -1.4%

      All other                                  56          53        5.7%

        Total Operating Revenues             20,300      20,341       -0.2%

    Operating Expenses

      Cost of services and products           7,520       6,991        7.6%

      Selling, general & administrative

       expenses                               3,816       3,777        1.0%

      Depreciation and amortization           3,636       3,811       -4.6%

      Provision for restructuring and

       asset impairments                         39         205      -81.0%

        Total Operating Expenses             15,011      14,784        1.5%

    Operating Income                          5,289       5,557       -4.8%

    Interest Expense                            916         947       -3.3%

    Other Income (Expense), net                 883         814        8.5%

    Income from Continuing Operations

     before Income Taxes, Discontinued

      Operations and Cumulative Effect

       of Changes in Accounting

       Principles                             5,256       5,424       -3.1%

    Provision for Income Taxes                1,819       1,936       -6.0%

    Income from Continuing Operations

     before Discontinued Operations and

      Cumulative Effect of Changes in

       Accounting Principles                  3,437       3,488       -1.5%

    Income (Loss) from Discontinued

     Operations, net of tax                   1,428         101         N/M

    Income Before Cumulative Effect of

     Changes in Accounting Principles         4,865       3,589       35.6%

    Cumulative Effect of Changes in

     Accounting Principle                       -           315     -100.0%

          Net Income                          4,865       3,904       24.6%



    Diluted:

      Weighted Average Common Shares

       Outstanding                            1,836       1,852       -0.9%

      Earnings Per Share:

         Income from Continuing

          Operations                          $1.87       $1.88       -0.5%

         Income from Discontinued

          Operations                          $0.78       $0.05         N/M

         Cumulative Effect of Changes in

          Accounting Principles                 -         $0.17     -100.0%

         Net Income                           $2.65       $2.11       25.6%



    * - Not meaningful.

    Selected Financial and Operating Data



                               4Q04     4Q03     Growth    3Q04     Growth



    Operating income         $1,088    $1,399     -22.2%  $1,401     -22.3%

    Operating margin           21.1%     27.4%  -630 bps   27.5%   -640 bps

    Declared dividends per

     share                    $0.27     $0.25       8.0%   $0.27       0.0%

    Capital expenditures     $1,059      $948      11.7%    $768      37.9%



    Common shares outstanding 1,831     1,830       0.1%   1,831       0.0%

    Book value per share     $12.66    $10.77      17.5%  $11.94       6.0%



    Selected Financial and Operating Data



                                                      Year-to-Date

                                              2004        2003       Growth

    Operating income                         $5,289      $5,557        -4.8%

    Operating margin                          26.1%       27.3%     -120 bps



    Declared dividends per share             $1.06       $0.92       15.2%

    Capital expenditures                    $3,193      $2,926        9.1%


    BellSouth Corporation

    Consolidated Statements of Income - Normalized Basis (unaudited)

    (amounts in millions, except per share data)



    Note to Readers:  Our reported results, as shown on page 1, are prepared

    in accordance with generally accepted accounting principles (GAAP).  The

    normalized results presented below exclude the impact of certain non-

    recurring or non-operating items, the details of which are provided

    on pages 3 and 4 of this release.  In addition, the normalized results

    reflect our 40% proportionate share of Cingular's results, the

    presentation of which is not allowed under GAAP.  Normalized results

    exclude discontinued operations from all periods.  Certain

    reclassifications have been made to prior periods to conform to the

    current presentation.



                                        4Q04    4Q03   Growth   3Q04   Growth



    Operating Revenues

       Communications group            $4,543  $4,528    0.3%  $4,533    0.2%

       Domestic wireless                2,833   1,565   81.0%   1,702   66.5%

       Advertising and publishing         524     518    1.2%     495    5.9%

       All other                           15      14    7.1%      16   -6.3%

          Total Operating Revenues      7,915   6,625   19.5%   6,746   17.3%



    Operating Expenses

       Cost of services and products    3,025   2,327   30.0%   2,445   23.7%

       Selling, general, &

        administrative expenses         2,148   1,572   36.6%   1,510   42.3%

       Depreciation and amortization    1,472   1,179   24.9%   1,137   29.5%

          Total Operating Expenses      6,645   5,078   30.9%   5,092   30.5%

    Operating Income                    1,270   1,547  -17.9%   1,654  -23.2%

    Interest Expense                      368     281   31.0%     276   33.3%

    Other Income (Expense), net            35      39  -10.3%       7  400.0%

    Income Before Income Taxes            937   1,305  -28.2%   1,385  -32.3%

    Provision for Income Taxes            297     459  -35.3%     492  -39.6%

            Net Income                   $640    $846  -24.3%    $893  -28.3%



    Diluted:

       Weighted Average Common Shares

        Outstanding                     1,836   1,845   -0.5%   1,835    0.1%

       Earnings Per Share               $0.35   $0.46  -23.9%   $0.49  -28.6%


                                                        Year-to-Date

                                               2004         2003        Growth



    Operating Revenues

       Communications group                 $18,074      $18,084       -0.1%

       Domestic wireless                      7,774        6,193       25.5%

       Advertising and publishing             2,005        2,033       -1.4%

       All other                                 57           54        5.6%

          Total Operating Revenues           27,910       26,364        5.9%



    Operating Expenses

       Cost of services and products         10,129        9,108       11.2%

       Selling, general, &

        administrative expenses               6,641        5,928       12.0%

       Depreciation and amortization          4,868        4,647        4.8%

          Total Operating Expenses           21,638       19,683        9.9%

    Operating Income                          6,272        6,681       -6.1%

    Interest Expense                          1,184        1,194       -0.8%

    Other Income (Expense), net                  54          157      -65.6%

    Income Before Income Taxes                5,142        5,644       -8.9%

    Provision for Income Taxes                1,783        2,028      -12.1%

            Net Income                       $3,359       $3,616       -7.1%

    Diluted:

       Weighted Average Common Shares

        Outstanding                           1,836        1,852       -0.9%

       Earnings Per Share                     $1.83        $1.95       -6.2%



    Selected Financial and Operating Data



                                    4Q04    4Q03   Growth    3Q04  Growth



    Operating income              $1,270  $1,547   -17.9%  $1,654  -23.2%

    Operating margin               16.0%   23.4% -740 bps   24.5% -850 bps



    Declared dividends per share   $0.27   $0.25     8.0%   $0.27    0.0%

    Capital expenditures          $1,059    $948    11.7%    $768   37.9%



    Common shares outstanding      1,831   1,830     0.1%   1,831    0.0%

    Book value per share          $12.66  $10.77    17.5%  $11.94    6.0%

    Total employees               62,564  65,842    -5.0%  63,132   -0.9%



    Selected Financial and Operating Data



                                                        Year-to-Date

                                               2004         2003        Growth



    Operating income                          $6,272      $6,681        -6.1%

    Operating margin                           22.5%       25.3%     -280 bps



    Declared dividends per share               $1.06       $0.92        15.2%

    Capital expenditures                      $3,193      $2,926         9.1%







    BellSouth Corporation

    Normalized Earnings Summary and Reconciliation to Reported Results

    (amounts in millions, except per share data)



    Fourth Quarter 2004

                                                     Discontinued Continuing

                                                      Operations  Operations

                                             GAAP         F      (GAAP - F)



    Operating Revenues                     $5,146         $-       $5,146

    Operating Expenses                      4,058          -        4,058

    Operating Income                        1,088          -        1,088

    Interest Expense                          270          -          270

    Other Income (Expense), net              (107)         -         (107)

    Income from Continuing Operations

     before Income

      Taxes                                   711          -          711

    Provision for Income Taxes                215          -          215

    Income from Continuing Operations         496          -          496

    Income (Loss) from Discontinued

     Operations, net of tax                   975       (975)           -

            Net Income                     $1,471      ($975)        $496



    Diluted Earnings Per Share              $0.80     ($0.53)       $0.27









    Fourth Quarter 2004                           Normalizing Items

                                                       Severance/  Hurricane-

                                                      Lease Term.   related

                                           Cingular     Payments    Expenses

                                               A           D           H



    Operating Revenues                      $2,769         $-          $-

    Operating Expenses                       2,840         (29)       (126)

    Operating Income                           (71)         29         126

    Interest Expense                            98           -           -

    Other Income (Expense), net                142           -           -

    Income from Continuing Operations

      before Income Taxes                      (27)         29         126

    Provision for Income Taxes                 (27)         11          49

    Income from Continuing Operations            -          18          77

    Income (Loss) from Discontinued

     Operations, net of tax                      -           -           -

            Net Income                          $0         $18         $77



    Diluted Earnings Per Share               $0.00       $0.01       $0.04









    Fourth Quarter 2004                           Normalizing Items

                                        Merger Integration

                                                I                  Normalized



    Operating Revenues                          $-                   $7,915

    Operating Expenses                         (98)                   6,645

    Operating Income                            98                    1,270

    Interest Expense                             -                      368

    Other Income (Expense), net                  -                       35

    Income from Continuing Operations

     before Income Taxes                        98                      937

    Provision for Income Taxes                  49                      297

    Income from Continuing Operations           49                      640

    Income (Loss) from Discontinued

     Operations, net of tax                      -                        -

            Net Income                         $49                     $640



    Diluted Earnings Per Share               $0.03                    $0.35



    Year-to-Date 2004

                                                  Discontinued     Continuing

                                                   Operations      Operations

                                        GAAP           F           (GAAP - F)



    Operating Revenues                $20,300         $-             $20,300

    Operating Expenses                 15,011          -              15,011

    Operating Income                    5,289          -               5,289

    Interest Expense                      916          -                 916

    Other Income (Expense), net           883          -                 883

    Income from Continuing Operations

     before Income Taxes                5,256          -               5,256

    Provision for Income Taxes          1,819          -               1,819

    Income from Continuing Operations   3,437          -               3,437

    Income (Loss) from Discontinued

     Operations, net of tax             1,428     (1,428)                  -

            Net Income                 $4,865    ($1,428)             $3,437



    Diluted Earnings Per Share          $2.65     ($0.78)              $1.87



    Year-to-Date 2004                             Normalizing Items
                                                    Severance/
                                                    Lease Term.     Sale of
                                      Cingular       Payments       Sonofon

                                         A               D             E



    Operating Revenues                $7,560            $-            $-

    Operating Expenses                 6,950           (29)            -

    Operating Income                     610            29             -

    Interest Expense                     268             -             -

    Other Income (Expense), net         (367)            -          (462)

    Income from Continuing Operations

     before Income

      Taxes                              (25)           29          (462)

    Provision for Income Taxes           (25)           11          (167)

    Income from Continuing Operations      -            18          (295)

    Income (Loss) from Discontinued

     Operations, net of tax                -             -             -

            Net Income                    $0           $18         ($295)



    Diluted Earnings Per Share            $0.00      $0.01        ($0.16)







    Year-to-Date 2004                         Normalizing Items

                                       Hurricane-   Merger
                               SC       related   Integration / FV
                           Settlement   Expenses    Adj

                               G           H         I              Normalized



    Operating Revenues       $50           $-        $-              $27,910

    Operating Expenses        (3)        (164)     (127)              21,638

    Operating Income          53          164       127                6,272

    Interest Expense           -            -         -                1,184

    Other Income (Expense),

     net                       -            -         -                  54

    Income from Continuing

     Operations before

     Income Taxes             53          164       127               5,142

    Provision for Income

     Taxes                    20           64        61               1,783

    Income from Continuing

     Operations               33          100        66               3,359

    Income (Loss) from

     Discontinued

     Operations, net of tax    -            -         -                   -

            Net Income       $33         $100       $66              $3,359



    Diluted Earnings Per

     Share                 $0.02        $0.05     $0.04               $1.83



    BellSouth Corporation

    Normalized Earnings Summary and Reconciliation to Reported Results

    (amounts in millions, except per share data)



    Fourth Quarter 2003                       Normalizing Items

                     Discontinued  Continuing              Pension/
                     Operations    Operations  Cingular   Severance

                GAAP      F         (GAAP - F)    A           D     Normalized



    Operating

     Revenues  $5,107     $-         $5,107    $1,518         $-     $6,625

    Operating

     Expenses   3,708      -          3,708     1,386        (16)     5,078

    Operating

     Income     1,399      -          1,399       132         16      1,547

    Interest

     Expense      222      -            222        59          -        281

    Other Income

     (Expense),

      net         108      -            108       (69)         -         39

    Income from Continuing

     Operations before

     Income

      Taxes     1,285      -          1,285         4         16      1,305

    Provision

     for Income

     Taxes        449      -            449         4          6        459

    Income from

     Continuing

     Operations   836      -            836         -         10        846

    Income (Loss)

     from

     Disconti-

     nued

     Operations,

     net of

     tax          (49)    49              -         -          -          -

    Income

     Before

     Cumulative

     Effect of

     Changes in

     Accounting

     Principles   787     49            836         -         10        846

    Cumulative

     Effect of

     Changes in

     Accounting

     Principles     -      -              -         -          -          -

         Net

          Income $787    $49           $836        $0        $10       $846



    Diluted Earn-

     ings Per

     Share *    $0.43  $0.03          $0.45     $0.00      $0.01      $0.46



    * Normalized earnings per share for fourth quarter 2003 does not sum due

      to rounding.



    Year-to-Date 2003

                                                  Discontinued     Continuing
                                                   Operations      Operations

                                        GAAP           F           (GAAP - F)

    Operating Revenues                $20,341         $-             $20,341

    Operating Expenses                 14,784          -              14,784

    Operating Income                    5,557          -               5,557

    Interest Expense                      947          -                 947

    Other Income (Expense), net           814          -                 814

    Income from Continuing Operations

     before Income

      Taxes                             5,424          -               5,424

    Provision for Income Taxes          1,936          -               1,936

    Income from Continuing Operations   3,488          -               3,488

    Income (Loss) from Discontinued

     Operations, net of tax               101       (101)                  -

    Income Before Cumulative Effect of

     Changes in Accounting Principles   3,589       (101)              3,488

    Cumulative Effect of Changes in

     Accounting Principles                315          -                 315

            Net Income                 $3,904      ($101)             $3,803



    Diluted Earnings Per Share *        $2.11     ($0.05)              $2.05



     * Normalized earnings per share for year-to-date 2003 does not sum due

       to rounding.


    Year-to-Date 2003                          Normalizing Items

                                                      A&P
                                       Cingular    Acctg.Change       FAS143

                                           A            B               C



    Operating Revenues                 $6,023           $-              $-

    Operating Expenses                  5,108            -               -

    Operating Income                      915            -               -

    Interest Expense                      247            -               -

    Other Income (Expense), net          (657)           -               -

    Income from Continuing Operations

     before Income Taxes                   11            -               -

    Provision for Income Taxes             11            -               -

    Income from Continuing Operations       -            -               -

    Income (Loss) from Discontinued

     Operations, net of tax                 -            -               -

    Income Before Cumulative Effect of

     Changes in Accounting Principles       -            -               -

    Cumulative Effect of Changes in

     Accounting Principles                  -          501            (816)

            Net Income                     $0         $501           ($816)



    Diluted Earnings Per Share *        $0.00        $0.27          ($0.44)



    * Normalized earnings per share for year-to-date 2003 does not sum due

      to rounding.



    Year-to-Date 2003                          Normalizing Items

                                        Pension/       Asset
                                        Severance   Impairment

                                            D            J        Normalized



    Operating Revenues                     $-           $-         $26,364

    Operating Expenses                   (157)         (52)         19,683

    Operating Income                      157           52           6,681

    Interest Expense                        -            -           1,194

    Other Income (Expense), net             -            -             157

    Income from Continuing Operations

     before Income

      Taxes                               157           52           5,644

    Provision for Income Taxes             61           20           2,028

    Income from Continuing Operations      96           32           3,616

    Income (Loss) from Discontinued

     Operations, net of tax                 -            -               -

    Income Before Cumulative Effect of

     Changes in

      Accounting Principles                96           32           3,616

    Cumulative Effect of Changes in

     Accounting Principles                  -            -               -

            Net Income                    $96          $32          $3,616



    Diluted Earnings Per Share *        $0.05        $0.02           $1.95



    * Normalized earnings per share for year-to-date 2003 does not sum due

      to rounding.


    BellSouth Corporation

    Notes to Normalized Financial and Operating Data (pages 3 and 4)

    (amounts in millions, except per share data)



    Our normalized earnings have been adjusted for the following:



    (a) The periods presented have been adjusted to include our 40%

        proportional share of Cingular Wireless' operating results, net of

        eliminations for amounts charged by other BellSouth companies to

        Cingular.



    (b) Change in method of accounting related to our directory publishing

        business from the issue basis method to the deferral method -- The

        2003 amount is a one-time charge to net income of $501.



    (c) Adoption of Financial Accounting Standard No. 143 (FAS 143) --

        Represents a one-time charge related to the adoption of new accounting

        rules associated with  obligations related to the retirement of

        long-lived assets.  The adjustment resulted in a one-time increase to

        net income of $816.



    (d) Pension/Severance Costs/Lease Termination Payments -- During 2003, the

        number of employees who voluntarily separated and elected to receive

        lump-sum retirement benefits exceeded thresholds that require current

        recognition of deferred losses related to these employees.  These

        costs include $43 after-tax of severance related costs.  During 2004,

        the amount represents the net severance related costs recorded in the

        fourth quarter associated with workforce reductions and a provision

        related to surplus office space under long-term leases.



    (e) Gain related to the sale of our operations in Denmark.



    (f) Discontinued Operations - In March 2004, we announced our intention to

        sell our Latin American properties.  Accordingly, the prior period

        results have been recast to reflect the Latin American operations as

        Discontinued Operations and excluded from normalized results.  The

        year-to-date period in 2004 includes $336 in net income tax benefit

        representing the recognition of book over tax basis differential in

        connection with the announced sale of these properties.  The third

        quarter 2004 results include an after-tax charge of $190 related to

        the buyout of the other major shareholder in Telcel, our Venezuelan

        operation and the settlement of all outstanding claims with this

        shareholder.  The fourth quarter 2004 results include an after-tax

        gain of $915 related to 8 of the 10 properties that were closed prior

        to year end.



    (g) SC Regulatory Settlement - In April 2004, BellSouth entered into a

        settlement agreement with the South Carolina Consumer Advocate with

        respect to previously disclosed litigation (See 2003 10K for further

        discussion).  The settlement required among other things, that

        BellSouth refund $50 to its South Carolina customers.  The refund was

        recognized in the first quarter 2004 as a reduction to revenue.



    (h) Hurricane-related Expenses - Represents the incremental labor and

        material costs incurred during the 3rd and 4th quarters related to

        service restoration and network repairs in the wireline business due

        to Hurricanes Charley, Frances, Ivan and Jeanne.



    (i) Wireless merger integration planning costs and fair value adjustment-

        Represents BellSouth's 40% share of tax-effected wireless merger

        integration planning costs of $43 incurred during the 3rd quarter and

        costs of $245 in the 4th quarter in connection with the Cingular/AWE

        merger.  Also includes a $31 fair value adjustment for the announced

        sale of Cingular Interactive during the 3rd quarter.



    (j) Asset Impairment -- The third quarter 2003 charge for asset impairment

        represents the write-off of capitalized software related to an

        abandoned systems project.







    BellSouth Corporation

    Consolidated Balance Sheets (unaudited)

    (amounts in millions, except per share data)



                                 December December  Change  September Change
                                    31,      31,      vs.      30,      vs.
                                                     Prior             Prior
                                   2004     2003     Year     2004    Quarter


    Assets

    Current Assets:

      Cash and cash equivalents    $696   $4,556  ($3,860)  $9,200  ($8,504)

      Accounts receivable, net of

       allowance for

       uncollectibles of $317,

       $496, and $331             2,559    2,870     (311)   2,546       13

      Material and supplies         321      375      (54)     316        5

      Other current assets          909    1,048     (139)     842       67

      Assets of discontinued

       operations                 1,068        0    1,068    3,977   (2,909)

        Total Current Assets      5,553    8,849   (3,296)  16,881  (11,328)



    Investment in and Advances to

     Cingular Wireless           22,841    7,679   15,162    7,952   14,889

    Property, Plant and

     Equipment, net              22,039   23,807   (1,768)  21,971       68

    Other Assets                  7,400    6,977      423    7,178      222

    Goodwill                          0       93      (93)       0        0

    Intangible Assets, net        1,587    2,297     (710)   1,507       80

    Total Assets                $59,420  $49,702   $9,718  $55,489   $3,931



    Liabilities and Shareholders'

     Equity

    Current Liabilities:

      Debt maturing within one

       year                      $5,475   $3,491   $1,984   $3,048   $2,427

      Accounts payable            1,047    1,339     (292)     970       77

      Other current liabilities   2,980    3,628     (648)   3,150     (170)

      Liabilities of discontinued

       operations                   830        0      830    2,674   (1,844)

        Total Current

         Liabilities             10,332    8,458    1,874    9,842      490



    Long-Term Debt               15,108   11,489    3,619   13,142    1,966



    Noncurrent Liabilities:

      Deferred income taxes       6,347    5,349      998    6,314       33

      Other noncurrent

       liabilities                4,460    4,694     (234)   4,327      133

        Total Noncurrent

         Liabilities             10,807   10,043      764   10,641      166



    Shareholders' Equity:

      Common stock, $1 par value  2,020    2,020        0    2,020        0

      Paid-in capital             7,840    7,729      111    7,790       50

      Retained earnings          19,374   16,540    2,834   18,421      953

      Accumulated other

       comprehensive income        (157)    (585)     428     (470)     313

      Shares held in trust and

       treasury                  (5,904)  (5,992)      88   (5,897)      (7)

        Total Shareholders'

         Equity                  23,173   19,712    3,461   21,864    1,309

    Total Liabilities and

     Shareholders' Equity       $59,420  $49,702   $9,718  $55,489   $3,931







    BellSouth Corporation

    Consolidated Statements of Cash Flows (unaudited)

    (amounts in millions, except per share data)

                                                               Year-To-Date

                                      4Q04     4Q03    3Q04    2004     2003



    Cash Flows from Operating

     Activities:

    Income from Continuing

     Operations                       $496     $836    $852  $3,437   $3,488

    Adjustments to income from

     continuing operations:

      Depreciation and amortization    916      950     908   3,636    3,811

      Provision for uncollectibles      99      125      90     384      523

      Net losses (earnings) of

       equity affiliates               190      (25)    (73)   (138)    (452)

      Deferred income taxes            196      (12)    137     936      788

      Net (gains) losses on sale or

       impairment of equity securities  (5)       -       6       4        7

      Pension income                  (121)    (133)   (121)   (484)    (534)

      Pension settlement (gains)

       losses                            -      (40)      -       -       47

      Stock-based compensation expense  29       32      29     116      124

      Asset impairments                  -        -       -       -       52

      (Gain) loss on sale/disposal

       of operations                     -        -       -    (462)       -

    Net change in:

      Accounts receivable and other

       current assets                 (148)     (89)   (147)   (419)     (81)

      Accounts payable and other

       current liabilities            (504)    (233)    (88)   (508)      55

      Deferred charges and other

       assets                          (21)      46      19     (79)     299

      Other liabilities and deferred

       credits                         111     (143)     28     159     (276)

    Other reconciling items, net        75       14      51     219       32

      Net cash provided by operating

       activities                    1,313    1,328   1,691   6,801    7,883



    Cash Flows from Investing

     Activities:

    Capital expenditures            (1,059)    (948)   (768) (3,193)  (2,926)

    Investments in debt and equity

     securities                       (129)    (167)    (87)   (632)    (194)

    Investments in and advances to

     equity affiliates             (14,445)       -       - (14,445)       -

    Net short term advances to

     Cingular                         (666)       -       -    (666)       -

    Proceeds from sale of securities

     and operations                  3,113        -       6   3,678       27

    Proceeds from repayment of loans

     and advances                        -        -      20     129    1,899

    Settlement of derivatives on

     advances                            -        -       -     (17)    (352)

    Other investing activities, net     (4)      (1)     (8)     (7)     (12)

      Net cash provided by (used

       for) investing activities   (13,190)  (1,116)   (837)(15,153)  (1,558)



    Cash Flows from Financing

     Activities:

    Net borrowing (repayments) of

     short-term debt                 2,004       (8)     73    1,738    (431)

    Proceeds from long-term debt     2,389        -   2,993    6,078       -

    Repayments of long-term debt       (14)     (13)   (524)    (759) (1,849)

    Dividends paid                    (494)    (425)   (493)  (1,901) (1,608)

    Purchase of treasury shares        (47)    (536)      -     (146)   (858)

    Other financing activities, net     13       38      (3)      61      67

      Net cash used for financing

       activities                    3,851     (944)  2,046    5,071  (4,679)



    Net Increase/(Decrease) in Cash

     from Continuing Operations     (8,026)    (732)  2,900   (3,281)  1,646

    Net Increase/(Decrease) in Cash

     from Discontinued Operations     (478)     263      84     (579)    428

      Net Increase (Decrease) in

       Cash and Cash Equivalents    (8,504)    (469)  2,984   (3,860)  2,074

    Cash and Cash Equivalents at

     Beginning of Period             9,200    5,025   6,216    4,556   2,482

    Cash and Cash Equivalents at End

     of Period                        $696   $4,556  $9,200     $696  $4,556



    BellSouth Corporation

    Results by Segment (amounts in millions) (unaudited)



    Communications Group (1)



                                        4Q04    4Q03   Growth   3Q04   Growth



    Operating Revenues

       Voice                           $3,166  $3,164    0.1%  $3,121    1.4%

       Data                             1,165   1,094    6.5%   1,145    1.7%

       Other                              316     360  -12.2%     361  -12.5%

          Total Operating Revenues      4,647   4,618    0.6%   4,627    0.4%

    Operating Expenses

       Cost of services and products    1,850   1,698    9.0%   1,783    3.8%

       Selling, general, &

        administrative expenses           844     792    6.6%     729   15.8%

       Depreciation and amortization      904     941   -3.9%     898    0.7%

          Total Operating Expenses      3,598   3,431    4.9%   3,410    5.5%

    Segment Operating Income            1,049   1,187  -11.6%   1,217  -13.8%

    Interest Expense                       93      90    3.3%      94   -1.1%

    Other Income (Expense), net             9      10  -10.0%       7   28.6%

    Income Before Income Taxes            965   1,107  -12.8%   1,130  -14.6%

    Provision for Income Taxes            341     393  -13.2%     416  -18.0%

            Segment Net Income (1)       $624    $714  -12.6%    $714  -12.6%







                                                       Year-To-Date

                                                2004        2003      Growth



    Operating Revenues

        Voice                                 $12,609     $12,702      -0.7%

        Data                                    4,518       4,353       3.8%

        Other                                   1,325       1,393      -4.9%

            Total Operating Revenues           18,452      18,448       0.0%

    Operating Expenses

        Cost of services and products           7,108       6,755       5.2%

        Selling, general, & administrative

         expenses                               3,123       3,079       1.4%

        Depreciation and amortization           3,593       3,771      -4.7%

            Total Operating Expenses           13,824      13,605       1.6%

    Segment Operating Income                    4,628       4,843      -4.4%

    Interest Expense                              367         407      -9.8%

    Other Income (Expense), net                    29          38     -23.7%

    Income Before Income Taxes                  4,290       4,474      -4.1%

    Provision for Income Taxes                  1,563       1,645      -5.0%

              Segment Net Income(1)            $2,727      $2,829      -3.6%







    Selected Financial and Operating Data



                              4Q04      4Q03      Growth      3Q04      Growth



    (amounts in millions)

    Segment operating income $1,049    $1,187    -11.6%     $1,217      -13.8%

    Segment operating margin  22.6%     25.7%   -310 bps     26.3%    -370 bps




    Long distance revenues    $533      $411      29.7%       $524        1.7%



    Switched Access MOUs    16,459    18,983     -13.3%     17,128       -3.9%

    BSLD MOUs                5,864     3,920      49.6%      5,673        3.4%

      Total Access minutes

       of use               22,323    22,903      -2.5%     22,801       -2.1%



    Capital expenditures      $969      $901       7.5%       $724       33.8%

    (amounts in thousands)

    Wholesale lines          2,958     2,682      10.3%      3,070       -3.6%

    DSL customers            2,096     1,462      43.4%      1,872       12.0%

    LD customers             6,130     3,960      54.8%      5,663        8.2%



    Consumer ARPU (4)       $57.32    $53.20       7.7%     $56.80        0.9%


                                                        Year-To-Date

                                                 2004        2003      Growth



    (amounts in millions)

    Segment operating income                   $4,628      $4,843       -4.4%

    Segment operating margin                    25.1%       26.3%     -120 bps



    Long distance revenues                     $1,976      $1,354       45.9%



    Switched Access MOUs                       70,061      82,102      -14.7%

    BSLD MOUs                                  21,109      10,039      110.3%

      Total Access minutes of use              91,170      92,141       -1.1%



    Capital expenditures                       $3,018      $2,824        6.9%




    BellSouth Corporation

    Results by Segment (unaudited)

    Supplemental Operating Data  (in thousands)



    Communications Group - Network Access Lines In Service Reported (a)



                                        4Q04    4Q03   Growth   3Q04   Growth

    Access lines

       Residence

           Retail

               Primary                 11,771  12,466   -5.6%  11,816   -0.4%

               Additional               1,346   1,601  -15.9%   1,388   -3.0%

              Total Retail Residence   13,117  14,067   -6.8%  13,204   -0.7%

           Wholesale

               Resale                     116     177  -34.5%     114    1.8%

               UNE-P                    1,972   1,696   16.3%   2,082   -5.3%

              Total Wholesale

               Residence                2,088   1,873   11.5%   2,196   -4.9%

       Total Residence                 15,205  15,940   -4.6%  15,400   -1.3%



       Business

           Retail

               Total Retail Business    5,245   5,417   -3.2%   5,264   -0.4%

           Wholesale

               Resale                      58      73  -20.5%      61   -4.9%

               UNE-P                      750     686    9.3%     752   -0.3%

              Total Wholesale Business    808     759    6.5%     813   -0.6%

       Total Business                   6,053   6,176   -2.0%   6,077   -0.4%



       Other Retail/Wholesale Lines

               Retail                      36      97  -62.9%      38   -5.3%

               Wholesale                   62      50   24.0%      61    1.6%

       Total Other Retail/Wholesale

        Lines                              98     147  -33.3%      99   -1.0%



       Total Access Lines in Service   21,356  22,263   -4.1%  21,576   -1.0%



       ISDN line equivalents

             Residence                      9      13  -30.8%      10  -10.0%

             Business                   1,459   1,453    0.4%   1,462   -0.2%

       Total ISDN Adjusted ALIS        22,824  23,729   -3.8%  23,048   -1.0%

    Access Line Equivalents (b)

       Selected digital data services:

             Unbundled Loops              273     344  -20.6%     326  -16.3%

             DS0 & ADSL                12,863   9,051   42.1%  11,493   11.9%

             DS1                        7,695   7,179    7.2%   7,594    1.3%

             DS3 & higher              32,746  31,577    3.7%  32,643    0.3%

       Total digital data lines in

        service                        53,577  48,151   11.3%  52,056    2.9%



    Total equivalent access lines in

     service                           76,401  71,880    6.3%  75,104    1.7%



    (a) Prior period operating data are often revised at later dates to

        reflect updated information.  The above information reflects the

        latest data available for the periods indicated.



    (b) Access line equivalents represent a conversion of non-switched data

        circuits to a switched access line basis and is presented for

        comparability purposes.  Equivalents are calculated by converting

        high-speed/high-capacity circuits to the equivalent of a switched

        access line based on transport capacity.  While the revenues generated

        by access line equivalents have a directional relationship with these


        counts, revenue growth rates cannot be compared to line growth rates

        on an equivalent basis.




    BellSouth Corporation

    Results by Segment (amounts in millions) (unaudited)



    Domestic Wireless Segment (1)(a)



                                        4Q04    4Q03   Growth   3Q04   Growth



    Operating Revenues

       Service revenues (2)           $2,511  $1,414   77.6%  $1,534    63.7%

       Equipment and other revenues      322     151  113.2%     168    91.7%

          Total Operating Revenues     2,833   1,565   81.0%   1,702    66.5%

    Operating Expenses

       Cost of services and products   1,166     607   92.1%     651    79.1%

       Selling, general, &

        administrative expenses        1,084     599   81.0%     609    78.0%

       Depreciation and amortization     556     228  143.9%     229   142.8%

          Total Operating Expenses     2,806   1,434   95.7%   1,489    88.4%

    Segment Operating Income              27     131  -79.4%     213   -87.3%

    Interest Expense                     121      82   47.6%      80    51.3%

    Other Income (Expense), net          (35)    (38)   7.9%     (46)   23.9%

    Income Before Income Taxes          (129)     11    N/M*      87  -248.3%

    Provision for Income Taxes           (56)     (1)   N/M       33  -269.7%

            Segment Net Income (1)      ($73)    $12    N/M      $54  -235.2%



    * - Not meaningful.


                                                      Year-To-Date

                                              2004        2003       Growth



    Operating Revenues

        Service revenues (2)                 $6,989      $5,689       22.9%

        Equipment and other revenues            785         504       55.8%

            Total Operating Revenues          7,774       6,193       25.5%

    Operating Expenses

        Cost of services and products         2,980       2,273       31.1%

        Selling, general, & administrative

         expenses                             2,826       2,170       30.2%

        Depreciation and amortization         1,232         835       47.5%

            Total Operating Expenses          7,038       5,278       33.3%

    Segment Operating Income                    736         915      -19.6%

    Interest Expense                            360         343        5.0%

    Other Income (Expense), net                (180)       (152)     -18.4%

    Income Before Income Taxes                  196         420      -53.3%

    Provision for Income Taxes                   67         159      -57.9%

              Segment Net Income (1)           $129        $261      -50.6%



    * - Not meaningful.



    Selected Financial and Operating Data



                                   4Q04     4Q03    Growth    3Q04    Growth



    (amounts in millions, except

     customer data in thousands)

    Segment operating income        $27     $131    -79.4%    $213    -87.3%

    Segment operating margin        1.0%     8.4%   -740 bps  12.5%  -1150 bps



    Cellular/PCS Operating Metrics

     (100% Cingular):

       Total Customers           49,109   24,027    104.4%  25,672      91.3%

       Net Customer Additions     1,713      642    166.8%     657     160.7%

       Partitioned Customers

        and/or Adjustments       21,724        0      N/M      (29)      N/M

       Churn                        2.6%     2.8%     -20 bps  2.8%    -20 bps

       Wireless Service ARPU (3) $49.22   $49.03      0.4%   $49.78    -1.1%

       Minutes Of Use Per

        Subscriber                  526      475     10.7%      537    -2.0%

       Licensed POPs (4)            290      236     22.9%      243    19.3%

       Penetration (4)             17.2%    10.8%     640 bps 11.4%    580 bps



                                                      Year-To-Date

                                              2004        2003       Growth



    (amounts in millions, except customer

     data in thousands)

    Segment operating income                  $736        $915        -19.6%

    Segment operating margin                   9.5%       14.8%       -530 bps

    Cellular/PCS Operating Metrics (100%

     Cingular):

        Total Customers                     49,109      24,027        104.4%

        Net Customer Additions               3,352       2,116         58.4%

        Partitioned Customers and/or

         Adjustments                        21,730         (14)         N/M

        Churn                                  2.7%        2.7%         0 bps

        Wireless Service ARPU (3)           $49.30      $51.32         -3.9%

        Minutes Of Use Per Subscriber          520         446         16.6%

        Licensed POPs (4)                      290         236         22.9%

        Penetration (4)                       17.2%       10.8%       640 bps







    PROFORMA                            4Q04    4Q03   Growth   3Q04   Growth



       Total Revenue (40%)             3,220   3,165    1.7%   3,281   -1.9%

       Net Adds (100%)                 1,757     736  138.7%     808  117.5%

       ARPU                           $49.67  $52.71   -5.8%  $52.13   -4.7%



    (a) The domestic wireless segment is comprised of BellSouth's 40% share of

        the reported results of Cingular Wireless.



    BellSouth Corporation

    Results by Segment (amounts in millions) (unaudited)



    Advertising & Publishing (1)



                                           4Q04   4Q03   Growth   3Q04  Growth

    Operating Revenues

       Advertising and publishing

        revenues                            475    470     1.1%    471   0.8%

       Commission revenues                   53     52     1.9%     27  96.3%

          Total Operating Revenues          528    522     1.1%    498   6.0%

    Operating Expenses

       Cost of services                      94     91     3.3%     89   5.6%

       Selling, general, & administrative

        expenses                            188    184     2.2%    173   8.7%

       Depreciation and amortization          7      7     0.0%      7   0.0%

          Total Operating Expenses          289    282     2.5%    269   7.4%

    Segment Operating Income                239    240    -0.4%    229   4.4%

    Interest Expense                          2      2     0.0%      2   0.0%

    Other Income (Expense), net              (1)     1  -200.0%    -     N/M*

    Income Before Income Taxes              236    239    -1.3%    227   4.0%

    Provision for Income Taxes               91     92    -1.1%     86   5.8%

            Segment Net Income(1)          $145   $147    -1.4%   $141   2.8%



    Segment operating income               $239   $240    -0.4%   $229   4.4%

    Segment operating margin              45.3%  46.0%  -70 bps 46.0%  -70 bps



    * - Not meaningful.


                                                     Year-To-Date

                                             2004       2003       Growth



    Operating Revenues

        Advertising and publishing

         revenues                           1,878      1,906        -1.5%

        Commission revenues                   141        144        -2.1%

            Total Operating Revenues        2,019      2,050        -1.5%

    Operating Expenses

        Cost of services                      353        345         2.3%

        Selling, general, & administrative

         expenses                             684        706        -3.1%

        Depreciation and amortization          28         26         7.7%

            Total Operating Expenses        1,065      1,077        -1.1%

    Segment Operating Income                  954        973        -2.0%

    Interest Expense                            8          7        14.3%

    Other Income (Expense), net                 -          2      -100.0%

    Income Before Income Taxes                946        968        -2.3%

    Provision for Income Taxes                363        368        -1.4%

              Segment Net Income(1)          $583       $600        -2.8%



    Segment operating income                 $954       $973        -2.0%

    Segment operating margin                 47.3%      47.5%      -20 bps



    * - Not meaningful.


    BellSouth Corporation

    Notes



     (1) Segment net income (loss) is based on normalized results which

         exclude certain one-time transactions and certain corporate

         intercompany billings.  Intersegment revenues are not eliminated for

         purposes of management reporting.



     (2) Wireless service revenues includes activation fees, access, airtime,

         roaming, long distance and value added services.  Roaming revenues

         are included on a gross basis for the Domestic Wireless segment.

         Average monthly revenue per customer is calculated by dividing

         average monthly service revenue by average customers.



    (3) Management uses average revenue per unit (ARPU) as an indicator of

        operating performance of the business.  Consumer ARPU -- is defined as

        consumer revenues during the period divided by average primary access

        lines during the period.  Wireless Service ARPU -- Cellular/PCS is

        defined as Cellular/PCS service revenues during the period divided by

        average Cellular/PCS subscribers during the period.  This metric is

        used to compare the recurring revenue amounts being generated on our

        network to prior periods and internal targets.  We believe that each

        of these metrics provides useful information concerning the

        performance of our initiatives to attract and retain high value

        customers and the use of our network.



    (4) Licensed POPs refers to the number of people residing in areas where

        Cingular and its partners have licenses to provide cellular or PCS

        service including areas where Cingular has not yet commenced service.

        Penetration calculation for 4Q04 is based on licensed "operational"

        POP's of 286 million.



    BellSouth Corporation

    Non-GAAP Measures -- Reconciliation

    (amounts in millions) (unaudited)



    Segment Net Income Reconciliation

     to GAAP Net Income

                                                                 Year-to-Date

                                             4Q04  4Q03  3Q04    2004    2003

    Communications group segment net

     income                                  $624  $714  $714  $2,727  $2,829

    Domestic wireless group segment net

     income                                   (73)   12    54     129     261

    Advertising and publishing group

     segment net income                       145   147   141     583     600

    Corporate, eliminations and other         (56)  (27)  (16)    (80)    (74)

    Normalized net income                     640   846   893   3,359   3,616

      Add back Excluded non-recurring or

       non-operational items (a)              831   (59)  (94)  1,506     288

    Consolidated GAAP net income           $1,471  $787  $799  $4,865  $3,904



             Free Cash Flow

                                                                Year-to-Date

                                          4Q04   4Q03   3Q04    2004    2003

    Net cash provided by operating

     activities                         $1,313 $1,328 $1,691  $6,801  $7,883

      Less Capital Expenditures         (1,059)  (948)  (768) (3,193) (2,926)

    Operating Free Cash Flow              $254   $380   $923  $3,608  $4,957



                 Net Debt



                                   December 31,   December 31,   September 30,

                                       2004           2003          2004

    Total Debt                       $20,583        $14,980       $16,190

      Less Cash                         (696)        (4,556)       (9,200)

    Net Debt                         $19,887        $10,424        $6,990




    Communications Group Operating

    Income before Depreciation and

    Amortization

                                                                Year-to-Date

                                       4Q04    4Q03    3Q04     2004     2003

    Operating Revenues               $4,647  $4,618  $4,627  $18,452  $18,448

    Operating Income                  1,049   1,187   1,217    4,628    4,843

      Add back Depreciation and

       amortization                     904     941     898    3,593    3,771

    Operating Income before

     Depreciation and Amortization   $1,953  $2,128  $2,115   $8,221   $8,614

    Margin                            42.0%   46.1%   45.7%     44.6%    46.7%



    Domestic Wireless Operating

    Income before Depreciation and

    Amortization

                                                                Year-to-Date

                                       4Q04    4Q03    3Q04     2004     2003


    Service revenues                 $2,511  $1,414  $1,534   $6,989   $5,689

    Equipment and other revenues        322     151     168      785      504

    Operating revenues                2,833   1,565   1,702    7,774    6,193

    Operating Income                     27     131     213      736      915

    Operating Margin (Operating

     income divided by operating

     revenues) (c)                     1.0%    8.4%   12.5%     9.5%    14.8%

      Add back Depreciation and

       amortization                     556     228     229    1,232      835

    Operating Income before

     Depreciation and Amortization     $583    $359    $442   $1,968   $1,750

    Margin (Operating Income before

     Depr & Amort divided by

     service revenues) (c)            23.2%   25.4%   28.8%    28.2%    30.8%




    Domestic Wireless Proforma Revenue

                                                4Q04        4Q03        3Q04

    Operating Revenue                         $2,833      $1,565      $1,702

      Add back Proforma Adjustments (b)          387       1,600       1,579

    Total Operating Revenue (Proforma)        $3,220      $3,165      $3,281




    Domestic Wireless Proforma ARPU

                                                4Q04        4Q03        3Q04

    Service revenues                          $2,511      $1,414      $1,534

      Less Mobitex data revenues                  14          23          22

      Add back Proforma Adjustments (b)          352       1,469       1,412

    Service revenue used to calculate

     Proforma ARPU                            $2,849      $2,860      $2,924

    ARPU (Proforma)                           $49.67      $52.71      $52.13



    (a) See pages 3 and 4 for detail of excluded items.



    (b) These adjustments are consistent in nature with those set forth in

        Cingular's Form 8-K/A dated November 29, 2004.



    (c) Margin calculations for our domestic wireless segment represents 40%

        of Cingular's margin calculations adjusted for the related normalized

        items as presented on pages 3-4.


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            The company news service from the London Stock Exchange
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