RNS Number:3576L
Bellsouth Corp
21 April 2005


For Immediate Release
April 21, 2005


                    BellSouth Reports First Quarter Earnings

          
     *    1.4 million Cingular net customer additions
     *    253,000 DSL net customer additions
     *    455,000 long distance net customer additions


ATLANTA - BellSouth Corporation (NYSE: BLS) announced first quarter 2005
earnings per share (EPS) from continuing operations of 37 cents compared to 63
cents in first quarter 2004.  First quarter 2004 results included 16 cents from
the gain on the sale of operations in Denmark. Normalized EPS from continuing
operations was 39 cents compared to 48 cents in the same quarter a year ago.
Normalizing items in the first quarter of 2005 consisted of wireless merger
integration costs (1 cent) and debt extinguishment costs (1 cent).

BellSouth had continued growth in key drivers in the first quarter of 2005 with
a record 253,000 net DSL customer additions and solid long distance growth,
while Cingular Wireless added 1.4 million net customers.  "BellSouth has 65
percent of its normalized revenue positioned towards growth opportunities in
wireless, broadband data, long distance and yellow pages.  Our first quarter
results show that BellSouth made significant progress in growing revenues and
customers in all these sectors," said Duane Ackerman, Chairman and Chief
Executive Officer.


Reported Results from Continuing Operations

For the first quarter of 2005, BellSouth's consolidated reported revenue from
continuing operations totaled $5.09 billion, an increase of 2.3 percent compared
to the same quarter in 2004.  Income from continuing operations was $683 million
compared to $1.15 billion in the same quarter of the previous year, which
included a $295 million after-tax gain on the sale of operations in Denmark.

Operating free cash flow from continuing operations (defined as net cash
provided by operating activities less capital expenditures) was $968 million for
the first quarter of 2005.  Capital expenditures for continuing operations for
the first quarter of 2005 were $750 million.


Normalized Results from Continuing Operations

Normalized results from continuing operations include BellSouth's 40 percent
proportionate share of Cingular's revenues and expenses.  Cingular completed its
acquisition of AT&T Wireless on Oct. 26, 2004.  Results prior to the acquisition
date have not been restated.

Normalized revenue was $8.31 billion for the first quarter of 2005 compared to
$6.57 billion for the first quarter in 2004.  Normalized net income was $718
million compared to $888 million for the first quarter in 2004.   BellSouth's
first quarter 2005 earnings related to Cingular Wireless were affected by high
gross customer additions and upgrades, as well as accelerated depreciation and
acquisition-related financing costs associated with the acquisition of AT&T
Wireless.


Communications Group

In the first quarter of 2005, Communications Group revenue was $4.62 billion, an
increase of 1.2 percent compared to the same quarter of 2004.  First quarter
operating margin was 24.2 percent compared to 25.0 percent for the full year of
2004 and up 260 basis points over the previous quarter.

During the first quarter of 2005, BellSouth added a record 253,000 net DSL
customers and currently serves more than 2.3 million customers.  The Company is
focused on driving greater broadband penetration with competitive offers and
incentives to encourage customers to choose BellSouth(R) FastAccess(R) DSL over
competing products.  Driven by DSL, network data revenue for the first quarter
was $1.16 billion, an increase of 6.3 percent compared to the same quarter of
2004.

BellSouth added 455,000 mass-market long distance customers during the first
quarter of 2005, and now serves nearly 6.5 million mass-market long distance
customers.  These customers represent more than a 50 percent penetration of
BellSouth's mass-market base and spend an average of approximately $17 per month
on long distance with BellSouth.

During the first quarter, more than 113,000 customers added DIRECTV(R) to their
communications service package bringing the total number of customers with this
package to 314,000.  With DIRECTV(R) and Cingular Wireless, BellSouth provides a
competitively priced "grand-slam" package of wireline and wireless voice, data,
and entertainment services.

As of March 31, 2005, total access lines were 21.2 million, down 3.9 percent
compared to a year earlier and down 137,000 compared to year-end 2004.  During
first quarter, retail access lines declined by 61,000, which included positive
business line growth of 6,000.  UNE-P access lines resold by BellSouth
competitors were down 95,000 compared to year-end 2004.


Cingular Wireless

Cingular Wireless, the nation's largest wireless provider, added more than 1.4
million customers in the first quarter of 2005, bringing its nationwide customer
base to 50.4 million customers.  Cingular's gross customer additions in the
first quarter totaled 4.8 million demonstrating continued momentum in the
marketplace. Churn improved sequentially to 2.2 percent in the first quarter of
2005.

Cingular's reported revenue was $8.2 billion for the first quarter of 2005
representing a 5.3 percent increase over pro forma revenue from the prior year
period.  BellSouth's normalized revenue includes its 40% share of Cingular's
reported revenue.

Service ARPU (average revenue per user) in the first quarter was $49.59, a
decline of 3.3 percent from the prior year (pro forma) and a slight sequential
decline of 38 cents (pro forma).  ARPU from data services continued its strong
growth in the first quarter, increasing to $3.70, up $0.81 from the previous
quarter. Revenue from data services continues to grow with increased customer
usage of text messaging, mobile instant messaging, mobile email, downloadable
ringtones, games and photo messaging.

Cingular's first quarter normalized service margin from operating income before
depreciation and amortization was 25.5 percent, a 210 basis point improvement
compared to the fourth quarter of 2004.  The first quarter service margin was
negatively impacted by approximately $135 million or 180 basis points, when
compared to fourth quarter 2004,  due to network access costs that were
previously reported in equity earnings prior to the termination of Cingular's
joint venture with T-Mobile.

Cingular has reached several important milestones in the integration process of
AT&T Wireless operations and services.  In addition to strong consecutive
quarters of net new customer growth, Cingular has migrated approximately 3
million AT&T Wireless subscribers to new Cingular postpaid plans since the close
of the merger.

During the first quarter, 72 percent of Cingular's subscriber base was
GSM-equipped, up from 65 percent in the fourth quarter of 2004.  In addition, 84
percent of the company's total combined minutes are now carried on its GSM
network.  Through roaming agreements with other wireless carriers, the company
expanded coverage of its national wireless data network -- EDGE -- to cover more
than 250 million people, with availability in 13,000 cities and towns and along
nearly 40,000 miles of interstate highways across the country.  Cingular is on
schedule to deploy UMTS (Universal Mobile Telecommunications System) 3G network
technology with HSDPA (High-Speed Downlink Packet Access), which delivers
superior speeds for data and video services.  Wireless capital expenditures were
$971 million for the quarter.


Advertising & Publishing

In the first quarter of 2005, Advertising & Publishing grew revenue by 1.9
percent year-over-year to $491 million.  Operating margin for the first quarter
of 2005 was 47.0 percent compared to 49.6 percent in the first quarter of 2004.
Segment net income was $141 million compared to $147 million in the first
quarter of 2004.


Discontinued Operations: Latin America

The Company's financial statements reflect results for the Latin American
segment in the line item titled Discontinued Operations.  In January 2005,
BellSouth completed the sale of its ownership interest in its wireless
operations in Chile and Argentina to Telefonica Moviles S.A. (NYSE: TEM).  For
the first quarter, BellSouth reported income from discontinued operations of
$381 million or 21 cents per share, including the after-tax gain related to the
sale of the Chile and Argentina operations.


Normalizing Items

In the first quarter of 2005, the difference between reported (GAAP) EPS from
continuing operations and normalized EPS is shown in the following table:

                                                                                   1Q05          1Q04

GAAP Diluted EPS - Income from continuing operations                               $0.37         $0.63

Wireless merger integration costs                                                  $0.01
Debt extinguishment costs                                                          $0.01
Sale of Sonofon                                                                                 ($0.16)
Regulatory settlement                                                                            $0.02

Normalized Diluted EPS - Income from continuing operations (1)                     $0.39         $0.48

(1) 1Q04 does not sum due to rounding


Wireless merger integration costs - Represents BellSouth's 40 percent share of
tax-effected wireless merger integration costs of $105 million incurred during
the first quarter in connection with the Cingular/AWE merger.

Debt extinguishment costs - Represents one-time expenses associated with the
early extinguishment of $400 million of long-term debt.

Sale of Sonofon - Gain related to the sale of our operations in Denmark.

Regulatory settlement - In April 2004, BellSouth entered into a settlement
agreement with respect to previously disclosed litigation (See 2004 10K for
further discussion).


About BellSouth Corporation


BellSouth Corporation is a Fortune 100 communications company headquartered in
Atlanta, Georgia.  BellSouth has joint control and 40 percent ownership of
Cingular Wireless, the nation's largest wireless voice and data provider with
more than 50 million customers.

Backed by award-winning customer service, BellSouth offers the most
comprehensive and innovative package of voice and data services available in the
market. Through BellSouth Answers(R), residential and small business customers
can bundle their local and long distance service with dial-up and high-speed DSL
Internet access, satellite television and Cingular(R) Wireless service. For
businesses, BellSouth provides secure, reliable local and long distance voice
and data networking solutions. BellSouth also offers online and directory
advertising through BellSouth(R) RealPages.com(R) and The Real Yellow Pages(R).

BellSouth believes that diversity and fostering an inclusive environment are
critical in maintaining a competitive advantage in today's global marketplace.
More information about BellSouth can be found at www.bellsouth.com.

Further information about BellSouth and Cingular's first quarter earnings can be
accessed at www.bellsouth.com/investor.  The press release, financial statements
and Investor News summarizing highlights of the quarter are available on the
BellSouth Investor Relations website starting today at 8 a.m. Eastern Time (ET).

BellSouth will host a conference call with investors today at 10 a.m. (ET).
Participating will be BellSouth CFO Ron Dykes and Investor Relations Vice
President Nancy Davis.  Dial-in information for the conference call is as
follows:

Domestic:  888-370-1863
International:  706-634-1735


The conference call will also be webcast live beginning at 10 a.m. (ET) on our
website at www.bellsouth.com/investor.  The webcast will be archived on our
website beginning at approximately 1 p.m. (ET) today.


A replay of the call will be available beginning at approximately 1 p.m. (ET)
today, through April 28, 2005, and can be accessed by dialing:

Domestic:  800-642-1687 - Reservation number:  4107441
International:  706-645-9291 - Reservation number:  4107441


In addition to historical information, this document may contain forward-looking
statements regarding events and financial trends. Factors that could affect
future results and could cause actual results to differ materially from those
expressed or implied in the forward-looking statements include: (i) a change in
economic conditions in markets where we operate or have material investments
which would affect demand for our services; (ii) the intensity of competitive
activity and its resulting impact on pricing strategies and new product
offerings; (iii) higher than anticipated cash requirements for investments, new
business initiatives and acquisitions; (iv) unfavorable regulatory actions; and
(v) those factors contained in the Company's periodic reports filed with the
SEC. The forward-looking information in this document is given as of this date
only, and BellSouth assumes no duty to update this information.

This document may also contain certain non-GAAP financial measures. The most
directly comparable GAAP financial measures, and a full reconciliation of
non-GAAP to GAAP financial information, are attached hereto and provided on the
Company's investor relations website, www.bellsouth.com/investor.

For More Information Contact:

Jeff Battcher, Media Relations at 404-249-2793
BellSouth Investor Relations at 800-241-3419


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.

                                       1Q05    1Q04   Growth    4Q04   Growth

    Operating Revenues
      Communications group            $4,593  $4,488     2.3%  $4,613   -0.4%
      Advertising and publishing         488     479     1.9%     524   -6.9%
      All other                           10       9    11.1%       9   11.1%
        Total Operating Revenues       5,091   4,976     2.3%   5,146   -1.1%
    Operating Expenses
      Cost of services and products    1,888   1,798     5.0%   2,052   -8.0%
      Selling, general &
       administrative expenses           926     909     1.9%   1,072  -13.6%
      Depreciation and amortization      918     898     2.2%     916    0.2%
      Provision for restructuring and
       asset impairments                   7      13   -46.2%      18  -61.1%
        Total Operating Expenses       3,739   3,618     3.3%   4,058   -7.9%
    Operating Income                   1,352   1,358    -0.4%   1,088   24.3%
    Interest Expense                     291     215    35.3%     270    7.8%
    Other Income (Expense), net          (24)    630  -103.8%    (177)  86.4%
    Income from Continuing Operations
     before Income Taxes               1,037   1,773   -41.5%     641   61.8%
    Provision for Income Taxes           354     623   -43.2%     188   88.3%
    Income from Continuing Operations    683   1,150   -40.6%     453   50.8%
    Income (Loss) from Discontinued
     Operations, net of tax              381     449   -15.1%     911  -58.2%
          Net Income                  $1,064  $1,599   -33.5%  $1,364  -22.0%

    Diluted:
      Weighted Average Common Shares
       Outstanding                     1,836   1,838    -0.1%   1,836    0.0%
      Earnings Per Share:
         Income from Continuing
          Operations                   $0.37   $0.63   -41.3%   $0.25   48.0%
         Income from Discontinued
          Operations                   $0.21   $0.24   -12.5%   $0.50  -58.0%
         Net Income                    $0.58   $0.87   -33.3%   $0.74  -21.6%


    Selected Financial and Operating Data

    Operating income                 $1,352  $1,358    -0.4%   $1,088    24.3%
    Operating margin                  26.6%   27.3%  -70 bps    21.1%  550 bps

    Declared dividends per share      $0.27   $0.25     8.0%    $0.27     0.0%
    Capital expenditures               $750    $635    18.1%   $1,059   -29.2%

    Common shares outstanding         1,831   1,834    -0.2%    1,831     0.0%
    Book value per share             $12.93  $11.48    12.6%   $12.60     2.6%




    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.

                                        1Q05    1Q04   Growth   4Q04   Growth

    Operating Revenues
       Communications group            $4,521  $4,491    0.7%  $4,548   -0.6%
       Domestic wireless                3,292   1,587  107.4%   2,848   15.6%
       Advertising and publishing         488     479    1.9%     524   -6.9%
       All other                           10       9   11.1%       9   11.1%
          Total Operating Revenues      8,311   6,566   26.6%   7,929    4.8%

    Operating Expenses
       Cost of services and products    3,199   2,349   36.2%   3,039    5.3%
       Selling, general, &
        administrative expenses         2,085   1,464   42.4%   2,148   -2.9%
       Depreciation and amortization    1,588   1,119   41.9%   1,472    7.9%
          Total Operating Expenses      6,872   4,932   39.3%   6,659    3.2%
    Operating Income                    1,439   1,634  -11.9%   1,270   13.3%
    Interest Expense                      403     272   48.2%     368    9.5%
    Other Income (Expense), net            74       4     N/M*     35  111.4%
    Income Before Income Taxes          1,110   1,366  -18.7%     937   18.5%
    Provision for Income Taxes            392     478  -18.0%     297   32.0%
            Net Income                   $718    $888  -19.1%    $640   12.2%

    Diluted:
       Weighted Average Common Shares
        Outstanding                     1,836   1,838   -0.1%   1,836    0.0%
       Earnings Per Share               $0.39   $0.48  -18.8%   $0.35   11.4%

    * - Not meaningful.


    Selected Financial and Operating Data

    Operating income                   $1,439  $1,634  -11.9%  $1,270   13.3%
    Operating margin                    17.3%   24.9% -760 bps  16.0% 130 bps

    Declared dividends per share        $0.27   $0.25    8.0%   $0.27    0.0%
    Capital expenditures                 $750    $635   18.1%  $1,059  -29.2%

    Common shares outstanding           1,831   1,834   -0.2%   1,831    0.0%
    Book value per share               $12.93  $11.48   12.6%  $12.60    2.6%
    Total employees                    62,636  64,651   -3.1%  62,564    0.1%



   BellSouth Corporation
    Normalized Earnings Summary and Reconciliation to Reported Results
    (amounts in millions, except per share data)

    First Quarter 2005
                                                     Discontinued  Continuing
                                                      Operations   Operations
                                             GAAP         C        (GAAP - C)

    Operating Revenues                        $5,091          $0      $5,091
    Operating Expenses                         3,739         -         3,739
    Operating Income                           1,352         -         1,352
    Interest Expense                             291         -           291
    Other Income (Expense), net                  (24)        -           (24)
    Income from Continuing Operations
     before Income Taxes                       1,037         -         1,037
    Provision for Income Taxes                   354         -           354
    Income from Continuing Operations            683         -           683
    Income (Loss) from Discontinued
     Operations, net of tax                      381        (381)        -
            Net Income                        $1,064       ($381)       $683

    Diluted Earnings Per Share                 $0.58      ($0.21)      $0.37


    First Quarter 2005                            Normalizing Items

                                                    Merger
                                                   Integra-   Debt
                                                     tion    Exting.
                                                    Costs     Costs
                                          Cingular
                                              A        E        F   Normalized

    Operating Revenues                      $3,220      $0      $0   $8,311
    Operating Expenses                       3,175     (42)    -      6,872
    Operating Income                            45      42     -      1,439
    Interest Expense                           112     -       -        403
    Other Income (Expense), net                 76     -        22       74
    Income from Continuing Operations
     before Income Taxes                         9      42      22    1,110
    Provision for Income Taxes                   9      21       8      392
    Income from Continuing Operations          -        21      14      718
    Income (Loss) from Discontinued
     Operations, net of tax                    -       -       -        -
            Net Income                          $0     $21     $14     $718

    Diluted Earnings Per Share               $0.00   $0.01   $0.01    $0.39



    BellSouth Corporation
    Normalized Earnings Summary and Reconciliation to Reported Results
    (amounts in millions, except per share data)

    First Quarter 2004
                                                    Discontinued Continuing
                                                     Operations  Operations
                                             GAAP         C      (GAAP - C)

    Operating Revenues                        $4,976          $0      $4,976
    Operating Expenses                         3,618         -         3,618
    Operating Income                           1,358         -         1,358
    Interest Expense                             215         -           215
    Other Income (Expense), net                  630         -           630
    Income from Continuing Operations
     before Income Taxes                       1,773         -         1,773
    Provision for Income Taxes                   623         -           623
    Income from Continuing Operations          1,150         -         1,150
    Income (Loss) from Discontinued
     Operations, net of tax                      449        (449)        -
            Net Income                        $1,599       ($449)     $1,150

    Diluted Earnings Per Share *               $0.87      ($0.24)      $0.63

    * Normalized earnings per share for first quarter 2004 does not sum due
      to rounding.



    First Quarter 2004                             Normalizing Items

                                                             Regula-
                                                              tory
                                                    Sale of  Settle-
                                          Cingular  Sonofon   ment
                                              A        B       D    Normalized

    Operating Revenues                      $1,540       $0     $50   $6,566
    Operating Expenses                       1,317      -        (3)   4,932
    Operating Income                           223      -        53    1,634
    Interest Expense                            57      -       -        272
    Other Income (Expense), net               (164)    (462)    -          4
    Income from Continuing Operations
     before Income Taxes                         2     (462)     53    1,366
    Provision for Income Taxes                   2     (167)     20      478
    Income from Continuing Operations          -       (295)     33      888
    Income (Loss) from Discontinued
     Operations, net of tax                    -        -       -        -
            Net Income                          $0    ($295)    $33     $888

    Diluted Earnings Per Share *             $0.00   ($0.16)  $0.02    $0.48


    * Normalized earnings per share for first quarter 2004 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)  Gain related to the sale of our operations in Denmark.

    (c)  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 thus excluded from normalized results.

         These amounts are reported net of a $405 tax benefit in the first
         quarter of 2004.  The first quarter 2005 results include an after-tax
         gain of $390 related to the final 2 of the 10 properties that were
         closed in January.

    (d)  Regulatory Settlement - In April 2004, BellSouth entered into a
         settlement agreement with respect to previously disclosed litigation
         (See 2004 10K for further discussion).

    (e)  Wireless merger integration costs - Represents BellSouth's 40% share
         of tax-effected wireless merger integration costs of $105 incurred
         during the 1st quarter 2005 in connection with the Cingular/AWE
         merger.

    (f)  Debt extinguishment costs - Represents one-time expenses associated
         with the early extinguishment of $400 of long-term debt.



    BellSouth Corporation
    Consolidated Balance Sheets (unaudited)
    (amounts in millions, except per share data)

                                         March 31,  December 31, Change vs.
                                            2005        2004     Prior Year

    Assets
    Current Assets:
      Cash and cash equivalents                $516        $680       ($164)
      Short-term investments                      0          16         (16)
      Accounts receivable, net of
       allowance for uncollectibles of
       $291 and $317                          2,467       2,559         (92)
      Material and supplies                     308         321         (13)
      Other current assets                      907       1,055        (148)
      Assets of discontinued operations           0       1,068      (1,068)
        Total Current Assets                  4,198       5,699      (1,501)

    Investment in and Advances to
     Cingular Wireless                       22,265      22,771        (506)
    Property, Plant and Equipment, net       21,913      22,039        (126)
    Other Assets                              7,512       7,400         112
    Goodwill                                      0           0           0
    Intangible Assets, net                    1,557       1,587         (30)
    Total Assets                            $57,445     $59,496     ($2,051)

    Liabilities and Shareholders' Equity
    Current Liabilities:
      Debt maturing within one year          $4,149      $5,475     ($1,326)
      Accounts payable                          994       1,047         (53)
      Other current liabilities               3,049       3,018          31
      Liabilities of discontinued
       operations                                 0         830        (830)
        Total Current Liabilities             8,192      10,370      (2,178)

    Long-Term Debt                           14,669      15,108        (439)

    Noncurrent Liabilities:
      Deferred income taxes                   6,351       6,492        (141)
      Other noncurrent liabilities            4,557       4,460          97
        Total Noncurrent Liabilities         10,908      10,952         (44)

    Shareholders' Equity:
      Common stock, $1 par value              2,020       2,020           0
      Paid-in capital                         7,810       7,840         (30)
      Retained earnings                      19,802      19,267         535
      Accumulated other comprehensive
       income                                   (80)       (157)         77
      Shares held in trust and treasury      (5,876)     (5,904)         28
        Total Shareholders' Equity           23,676      23,066         610
    Total Liabilities and Shareholders'
     Equity                                 $57,445     $59,496     ($2,051)



    BellSouth Corporation
    Consolidated Statements of Cash Flows (unaudited)
    (amounts in millions, except per share data)

                                                1Q05        1Q04        4Q04

    Cash Flows from Operating Activities:
    Income from Continuing Operations           $683      $1,150         $453
    Adjustments to income from continuing
     operations:
       Depreciation and amortization             918         898          916
       Provision for uncollectibles               85         115           99
       Net losses (earnings) of equity
        affiliates                                80        (104)         260
       Deferred income taxes                     (45)        169          341
       Net (gains) losses on sale or
        impairment of equity securities          -             3           (5)
       Pension income                           (133)       (121)        (121)
       Pension settlement (gains) losses         -           -            -
       Stock-based compensation expense           25          28           29
       Loss on extinguishment of debt             22         -            -
       (Gain) loss on sale/disposal of
        operations                               -          (462)         -
    Net change in:
       Accounts receivable and other
        current assets                           (84)        (14)        (148)
       Accounts payable and other current
        liabilities                               23          41         (676)
       Deferred charges and other assets          20         (25)         (21)
       Other liabilities and deferred credits    103           3          111
    Other reconciling items, net                  21          47           75
      Net cash provided by operating
       activities                              1,718       1,728        1,313

    Cash Flows from Investing Activities:
    Capital expenditures                        (750)       (635)      (1,059)
    Purchase of short-term investments           (12)       (824)        (560)
    Proceeds from sale of short-term
     investments                                  28         558          924
    Investments in debt and equity securities    (32)       (140)        (129)
    Investments in and advances to equity
     affiliates                                   (2)        -        (14,445)
    Net short term (advances to)
     repayments from Cingular                    400         -           (666)
    Proceeds from sale of securities and
     operations                                  929         559        3,113
    Proceeds from repayment of loans and
     advances                                      2         109          -
    Settlement of derivatives on advances        -           (17)         -
    Other investing activities, net               (3)         (5)          (4)
      Net cash provided by (used for)
       investing activities                      560        (395)     (12,826)

    Cash Flows from Financing Activities:
    Net borrowing (repayments) of short-
     term debt                                (1,093)       (362)       2,004
    Proceeds from long-term debt                 -           -          2,389
    Repayments of long-term debt                (669)         (7)         (14)
    Dividends paid                              (494)       (457)        (494)
    Purchase of treasury shares                  (77)        -            (47)
    Other financing activities, net                6          48           13
      Net cash used for financing
       activities                             (2,327)       (778)       3,851

    Net Increase/(Decrease) in Cash from
     Continuing Operations                       (49)        555       (7,662)
    Net Increase/(Decrease) in Cash from
     Discontinued Operations                    (115)         (9)        (478)
      Net Increase (Decrease) in Cash and
       Cash Equivalents                         (164)        546       (8,140)
    Cash and Cash Equivalents at
     Beginning of Period                         680       2,947        8,820
    Cash and Cash Equivalents at End of
     Period                                     $516      $3,493         $680



    BellSouth Corporation
    Results by Segment (amounts in millions) (unaudited)

    Communications Group (1)

                                        1Q05    1Q04   Growth   4Q04   Growth

    Operating Revenues
       Voice                           $3,159  $3,169   -0.3%  $3,165   -0.2%
       Data                             1,160   1,091    6.3%   1,163   -0.3%
       Other                              299     304   -1.6%     311   -3.9%
          Total Operating Revenues      4,618   4,564    1.2%   4,639   -0.5%
    Operating Expenses
       Cost of services and products    1,821   1,741    4.6%   1,846   -1.4%
       Selling, general, &
        administrative expenses           770     745    3.4%     884  -12.9%
       Depreciation and amortization      910     891    2.1%     909    0.1%
          Total Operating Expenses      3,501   3,377    3.7%   3,639   -3.8%
    Segment Operating Income            1,117   1,187   -5.9%   1,000   11.7%
    Interest Expense                       98      93    5.4%      96    2.1%
    Other Income (Expense), net            11       3  266.7%      12   -8.3%
    Income Before Income Taxes          1,030   1,097   -6.1%     916   12.4%
    Provision for Income Taxes            366     400   -8.5%     317   15.5%
            Segment Net Income(1)        $664    $697   -4.7%    $599   10.9%



    Selected Financial and Operating Data

    (amounts in millions)
    Segment operating income          $1,117  $1,187    -5.9%  $1,000   11.7%
    Segment operating margin           24.2%   26.0% -180 bps   21.6% 260 bps

    Long distance revenues              $578    $440    31.4%    $533    8.4%

    Switched Access MOUs              16,151  18,719   -13.7%  16,459   -1.9%
    BSLD MOUs                          6,011   4,574    31.4%   5,864    2.5%
      Total Access minutes of use     22,162  23,293    -4.9%  22,323   -0.7%

    Capital expenditures                $742    $626    18.5%  $1,047  -29.1%
    (amounts in thousands)
    Wholesale lines                    2,882   2,960    -2.6%   2,958   -2.6%
    DSL customers                      2,349   1,618    45.2%   2,096   12.1%
    LD customers                       6,470   4,596    40.8%   6,015    7.6%

    Consumer ARPU (3)                 $58.25  $53.53     8.8%  $57.16    1.9%

    LD customer counts were adjusted from previously reported 4Q04 data to
    exclude 115 thousand toll block customers.


    BellSouth Corporation
    Results by Segment (unaudited)
    Supplemental Operating Data  (in thousands)

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

                                        1Q05    1Q04   Growth   4Q04   Growth
    Access lines
       Residence
           Retail
               Primary                 11,752  12,200   -3.7%  11,771   -0.2%
               Additional               1,304   1,525  -14.5%   1,346   -3.1%
              Total Retail Residence   13,056  13,725   -4.9%  13,117   -0.5%
           Wholesale
               Resale                     133     160  -16.9%     116   14.7%
               UNE-P                    1,886   1,963   -3.9%   1,972   -4.4%
              Total Wholesale
               Residence                2,019   2,123   -4.9%   2,088   -3.3%
       Total Residence                 15,075  15,848   -4.9%  15,205   -0.9%

       Business
           Retail
               Total Retail Business    5,251   5,354   -1.9%   5,245    0.1%
           Wholesale
               Resale                      60      67  -10.4%      58    3.4%
               UNE-P                      737     714    3.2%     750   -1.7%
              Total Wholesale Business    797     781    2.0%     808   -1.4%
       Total Business                   6,048   6,135   -1.4%   6,053   -0.1%

       Other Retail/Wholesale Lines
               Retail                      30      48  -37.5%      36  -16.7%
               Wholesale                   66      56   17.9%      62    6.5%
       Total Other Retail/Wholesale
        Lines                              96     104   -7.7%      98   -2.0%

       Total Access Lines in Service   21,219  22,087   -3.9%  21,356   -0.6%

       ISDN line equivalents
             Residence                      9      12  -25.0%       9    0.0%
             Business                   1,416   1,457   -2.8%   1,459   -2.9%
       Total ISDN Adjusted ALIS        22,644  23,556   -3.9%  22,824   -0.8%
    Access Line Equivalents (b)
       Selected digital data services:
             Unbundled Loops              298     354  -15.8%     309   -3.6%
             DS0 & ADSL                14,335   9,977   43.7%  12,828   11.7%
             DS1                        7,861   7,341    7.1%   7,695    2.2%
             DS3 & higher              32,449  32,154    0.9%  32,745   -0.9%
       Total digital data lines in
        service                        54,943  49,826   10.3%  53,577    2.5%

    Total equivalent access lines in
     service                           77,587  73,382    5.7%  76,401    1.6%

    (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)

                                       1Q05    1Q04   Growth    4Q04   Growth

    Operating Revenues
       Service revenues (2)           $2,968  $1,433   107.1%  $2,526   17.5%
       Equipment and other revenues      324     154   110.4%     322    0.6%
          Total Operating Revenues     3,292   1,587   107.4%   2,848   15.6%
    Operating Expenses
       Cost of services and products   1,375     594   131.5%   1,181   16.4%
       Selling, general, &
        administrative expenses        1,159     548   111.5%   1,084    6.9%
       Depreciation and amortization     670     221   203.2%     556   20.5%
          Total Operating Expenses     3,204   1,363   135.1%   2,821   13.6%
    Segment Operating Income              88     224   -60.7%      27  225.9%
    Interest Expense                     135      79    70.9%     121   11.6%
    Other Income (Expense), net            4     (47)  108.5%     (35) 111.4%
    Income Before Income Taxes           (43)     98  -143.9%    (129)  66.7%
    Provision for Income Taxes           (10)     39  -125.6%     (56)  82.1%
            Segment Net Income (1)      ($33)    $59  -155.9%    ($73)  54.8%


    Selected Financial and Operating Data

    (amounts in millions, except
     customer data in thousands)
    Segment operating income            $88    $224    -60.7%     $27   225.9%
    Segment operating margin           2.7%   14.1% -1140 bps    0.9%  180 bps
    Cellular/PCS Operating Metrics
     (100% Cingular):
       Total Customers               50,369  24,618    104.6%  49,109     2.6%
       Net Customer Additions         1,419     554    156.1%   1,713   -17.2%
       Partitioned Customers and/or
        Adjustments                    (159)     37   -529.7%  21,724  -100.7%
       Churn                           2.2%    2.7%   -50 bps    2.6%  -40 bps
       Wireless Service ARPU (3)     $49.59  $48.30      2.7%  $49.51     0.2%
       Minutes Of Use Per Subscriber    508     488      4.1%     526    -3.4%
       Licensed POPs (4)                292     240     21.7%     290     0.7%
       Penetration (4)                17.7%   10.9%   680 bps   17.2%   50 bps


    PRO FORMA                         1Q05    1Q04   Growth    4Q04   Growth

       Total Revenue (40%)            3,292   3,126     5.3%   3,235     1.8%
       Net Adds (100%)                1,419     174     N/M*   1,757   -19.2%
       ARPU                          $49.59  $51.26    -3.3%  $49.97    -0.8%

    * - Not meaningful.

    (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)
                                           1Q05   1Q04  Growth  4Q04   Growth

    Operating Revenues
       Advertising and publishing revenues  $475   $466   1.9%   $475    0.0%
       Commission revenues                    16     16   0.0%     53  -69.8%
          Total Operating Revenues           491    482   1.9%    528   -7.0%
    Operating Expenses
       Cost of services                       90     80  12.5%     94   -4.3%
       Selling, general, & administrative
        expenses                             163    156   4.5%    188  -13.3%
       Depreciation and amortization           7      7   0.0%      7    0.0%
          Total Operating Expenses           260    243   7.0%    289  -10.0%
    Segment Operating Income                 231    239  -3.3%    239   -3.3%
    Interest Expense                           3      2  50.0%      2   50.0%
    Other Income (Expense), net               (1)   -      N/M*    (1)   0.0%
    Income Before Income Taxes               227    237  -4.2%    236   -3.8%
    Provision for Income Taxes                86     90  -4.4%     91   -5.5%
            Segment Net Income(1)           $141   $147  -4.1%   $145   -2.8%

    Segment operating income                $231   $239  -3.3%   $239   -3.3%
    Segment operating margin               47.0%  49.6%-260bps  45.3% 170 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. Certain 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 1Q05 is based on licensed "operational"
        POP's of 285 million.

    BellSouth Corporation
    Non-GAAP Measures - Reconciliation
    (amounts in millions) (unaudited)

    Segment Net Income Reconciliation to GAAP Net Income

                                               1Q05        1Q04       4Q04

    Communications group segment net income     $664        $697       $599
    Domestic wireless group segment net income   (33)         59        (73)
    Advertising and publishing group
     segment net income                          141         147        145
    Corporate, eliminations and other            (54)        (15)       (31)
    Normalized net income                        718         888        640
      Add back Excluded non-recurring or
       non-operational items (a)                 346         711        724
    Consolidated GAAP net income              $1,064      $1,599     $1,364


              Free Cash Flow
                                               1Q05        1Q04       4Q04

    Net cash provided by operating
     activities                               $1,718      $1,728     $1,313
      Less Capital Expenditures                 (750)       (635)    (1,059)
    Operating Free Cash Flow                    $968      $1,093       $254


                 Net Debt

                                            March 31,  December 31,
                                              2005        2004

    Total Debt                               $18,818     $20,583
      Less Cash                                 (516)       (680)
    Net Debt                                 $18,302     $19,903



    Communications Group Operating Income
     before Depreciation and Amortization

                                               1Q05        1Q04       4Q04

    Operating Revenues                        $4,618      $4,564     $4,639
    Operating Income                           1,117       1,187      1,000
      Add back Depreciation and amortization     910         891        909
    Operating Income before Depreciation
     and Amortization                         $2,027      $2,078     $1,909
    Margin                                     43.9%       45.5%      41.2%

    Domestic Wireless Operating Income
     before Depreciation and Amortization
                                               1Q05        1Q04       4Q04

    Service revenues                          $2,968      $1,433     $2,526
    Equipment and other revenues                 324         154        322
    Operating revenues                         3,292       1,587      2,848
    Operating Income                              88         224         27
    Operating Margin (Operating income
     divided by operating revenues) (c)         2.7%       14.1%       0.9%
      Add back Depreciation and amortization     670         221        556
    Operating Income before Depreciation
     and Amortization                           $758        $445       $583
    Margin (Operating Income before
     Depr & Amort divided by service
     revenues)(c)                              25.5%       31.1%      23.1%

    Domestic Wireless Pro Forma Revenue
                                               1Q05        1Q04       4Q04

    Operating Revenue                         $3,292      $1,587     $2,848
      Add back Pro Forma Adjustments (b)         -         1,539        387
    Total Operating Revenue (Pro Forma)       $3,292      $3,126     $3,235

    Domestic Wireless Pro Forma ARPU
                                               1Q05        1Q04       4Q04

    Service revenues                          $2,968      $1,433     $2,526
      Less Mobitex data revenues                 -            23         15
      Add back Pro Forma Adjustments (b)         -         1,404        353
    Service revenue used to calculate Pro
     Forma ARPU                               $2,968      $2,814     $2,864
    ARPU (Pro Forma)                          $49.59      $51.26     $49.97

    (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 dated October 25, 2004, as amended on November 29,
        2004 and March 11, 2005.
    (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.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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