RNS Number:1349T
Bellsouth Corp
25 October 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.

                                        3Q05    3Q04   Growth   2Q05   Growth

    Operating Revenues
      Communications group             $4,558  $4,590   -0.7%  $4,598   -0.9%
      Advertising and publishing          506     495    2.2%     527   -4.0%
      All other                             8      10  -20.0%      17  -52.9%
        Total Operating Revenues        5,072   5,095   -0.5%   5,142   -1.4%
    Operating Expenses
      Cost of services and products     2,017   1,881    7.2%   1,925    4.8%
      Selling, general &
       administrative expenses          1,162     905   28.4%     951   22.2%
      Depreciation and amortization       922     908    1.5%     916    0.7%
        Total Operating Expenses        4,101   3,694   11.0%   3,792    8.1%
    Operating Income                      971   1,401  -30.7%   1,350  -28.1%
    Interest Expense                      274     220   24.5%     285   -3.9%
    Other Income (Expense), net           512     136  276.5%     124     N/M*
    Income from Continuing Operations
     before Income Taxes and
      Discontinued Operations           1,209   1,317   -8.2%   1,189    1.7%
    Provision for Income Taxes            392     465  -15.7%     394   -0.5%
    Income from Continuing Operations     817     852   -4.1%     795    2.8%
    Income (Loss) from Discontinued
     Operations, net of tax               -       (53)   N/M*     -      N/M*
          Net Income                      817     799    2.3%     795    2.8%

    Diluted:
      Weighted Average Common Shares
       Outstanding                      1,836   1,835    0.1%   1,835    0.1%
      Earnings Per Share:
         Income from Continuing
          Operations                    $0.44   $0.46   -4.3%   $0.43    2.3%
         Income from Discontinued
          Operations                    $0.00  ($0.03)   N/M*   $0.00    N/M*
         Net Income                     $0.44   $0.44    0.0%   $0.43    2.3%
    * - Not meaningful.

    Selected Financial and Operating
     Data



    Operating income                     $971  $1,401  -30.7%  $1,350  -28.1%

    Operating margin                    19.1%   27.5%  -840 bps 26.3% -720 bps



    Declared dividends per share        $0.29   $0.27    7.4%   $0.29    0.0%

    Capital expenditures                 $886    $768   15.4%    $829    6.9%



    Common shares outstanding           1,831   1,831    0.0%   1,832   -0.1%

    Book value per share               $13.28  $11.94   11.2%  $13.10    1.4%







                                                        Year-to-Date

                                               2005         2004       Growth

    Operating Revenues

      Communications group                   $13,749      $13,643        0.8%

      Advertising and publishing               1,521        1,481        2.7%

      All other                                   35           30       16.7%

        Total Operating Revenues              15,305       15,154        1.0%

    Operating Expenses

      Cost of services and products            5,862        5,468        7.2%

      Selling, general & administrative

       expenses                                3,014        2,765        9.0%

      Depreciation and amortization            2,756        2,720        1.3%

        Total Operating Expenses              11,632       10,953        6.2%

    Operating Income                           3,673        4,201      -12.6%

    Interest Expense                             850          646       31.6%

    Other Income (Expense), net                  612          990      -38.2%

    Income from Continuing Operations

     before Income Taxes and

      Discontinued Operations                  3,435        4,545      -24.4%

    Provision for Income Taxes                 1,140        1,604      -28.9%

    Income from Continuing Operations          2,295        2,941      -22.0%

    Income (Loss) from Discontinued

     Operations, net of tax                      381          453      -15.9%

          Net Income                           2,676        3,394      -21.2%



    Diluted:

      Weighted Average Common Shares

       Outstanding                             1,835        1,836       -0.1%

      Earnings Per Share:

         Income from Continuing

          Operations                           $1.25        $1.60      -21.9%

         Income from Discontinued

          Operations                           $0.21        $0.25      -16.0%

         Net Income                            $1.46        $1.85      -21.1%

    * - Not meaningful.



    Selected Financial and Operating

     Data



    Operating income                          $3,673       $4,201      -12.6%

    Operating margin                           24.0%        27.7%    -370  bps



    Declared dividends per share               $0.85        $0.79        7.6%

    Capital expenditures                      $2,465       $2,134       15.5%







     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.



                                        3Q05    3Q04   Growth   2Q05   Growth



    Operating Revenues

       Communications group            $4,480  $4,538   -1.3%  $4,537   -1.3%

       Domestic wireless                3,499   1,716  103.9%   3,443    1.6%

       Advertising and publishing         506     495    2.2%     527   -4.0%

       All other                            9      11  -18.2%      16  -43.8%

          Total Operating Revenues      8,494   6,760   25.7%   8,523   -0.3%



    Operating Expenses

       Cost of services and products    3,250   2,459   32.2%   3,268   -0.6%

       Selling, general, &

        administrative expenses         2,084   1,510   38.0%   2,097   -0.6%

       Depreciation and amortization    1,501   1,137   32.0%   1,524   -1.5%

          Total Operating Expenses      6,835   5,106   33.9%   6,889   -0.8%

    Operating Income                    1,659   1,654    0.3%   1,634    1.5%

    Interest Expense                      374     276   35.5%     392   -4.6%

    Other Income (Expense), net            38       7     N/M*     58  -34.5%

    Income Before Income Taxes          1,323   1,385   -4.5%   1,300    1.8%

    Provision for Income Taxes            478     492   -2.8%     451    6.0%

            Net Income                   $845    $893   -5.4%    $849   -0.5%



    Diluted:

       Weighted Average Common Shares

        Outstanding                     1,836   1,835    0.1%   1,835    0.1%

       Earnings Per Share               $0.46   $0.49   -6.1%   $0.46    0.0%

    * - Not meaningful.



    Selected Financial and Operating

     Data



    Operating income                   $1,659  $1,654    0.3%  $1,634    1.5%

    Operating margin                    19.5%   24.5% -500 bps  19.2%  30 bps



    Declared dividends per share        $0.29   $0.27    7.4%   $0.29    0.0%

    Capital expenditures                 $886    $768   15.4%    $829    6.9%



    Common shares outstanding           1,831   1,831    0.0%   1,832   -0.1%

    Book value per share               $13.28  $11.94   11.2%  $13.10    1.4%

    Total employees                    63,049  63,132   -0.1%  62,524    0.8%







                                                       Year-to-Date

                                               2005        2004        Growth



    Operating Revenues

       Communications group                  $13,538      $13,543        0.0%

       Domestic wireless                      10,234        4,978      105.6%

       Advertising and publishing              1,521        1,481        2.7%

       All other                                  35           30       16.7%

          Total Operating Revenues            25,328       20,032       26.4%



    Operating Expenses

       Cost of services and products           9,749        7,141       36.5%

       Selling, general, &

        administrative expenses                6,234        4,493       38.7%

       Depreciation and amortization           4,613        3,396       35.8%

          Total Operating Expenses            20,596       15,030       37.0%

    Operating Income                           4,732        5,002       -5.4%

    Interest Expense                           1,169          816       43.3%

    Other Income (Expense), net                  170           19        N/M*

    Income Before Income Taxes                 3,733        4,205      -11.2%

    Provision for Income Taxes                 1,321        1,486      -11.1%

            Net Income                        $2,412       $2,719      -11.3%



    Diluted:

       Weighted Average Common Shares

        Outstanding                            1,835        1,836       -0.1%

       Earnings Per Share                      $1.31        $1.48      -11.5%

    * - Not meaningful.



    Selected Financial and Operating

     Data



    Operating income                          $4,732       $5,002       -5.4%

    Operating margin                           18.7%        25.0%    -630  bps



    Declared dividends per share               $0.85        $0.79        7.6%

    Capital expenditures                      $2,465       $2,134       15.5%







    BellSouth Corporation

    Normalized Earnings Summary and Reconciliation to Reported Results

    (amounts in millions, except per share data)



    Third Quarter 2005

                                            Discontinued  Continuing
                                            Operations    Operations

                                       GAAP       C         (GAAP-C)



    Operating Revenues                 $5,072     $-        $5,072

    Operating Expenses                  4,101      -         4,101

    Operating Income                      971      -           971

    Interest Expense                      274      -           274

    Other Income (Expense), net           512      -           512

    Income from Continuing Operations

     before Income Taxes                1,209      -         1,209

    Provision for Income Taxes            392      -           392

    Income from Continuing Operations     817      -           817

    Income (Loss) from Discontinued

     Operations, net of tax               -        -           -

            Net Income                   $817      $0         $817



    Diluted Earnings Per Share          $0.44   $0.00        $0.44







    Third Quarter 2005

                                           Normalizing Items
                                         Merger          Hurri-
                                        Integra- Debt     cane   Sale
                                          tion  Exting. related  of
                                 Cingular Costs Costs  Expenses Cellcom
                                     A      E     F        G      I Normalized

    Operating Revenues            $3,422   $-     $-     $-      $-    $8,494

    Operating Expenses             3,158    (96)   -     (328)    -     6,835

    Operating Income                 264     96    -      328     -     1,659

    Interest Expense                 100    -      -      -       -       374

    Other Income (Expense), net     (123)   -      -      -      (351)     38

    Income from Continuing

     Operations before Income

      Taxes                           41     96    -      328    (351)  1,323

    Provision for Income Taxes        41     40    -      128    (123)    478

    Income from Continuing

     Operations                      -       56    -      200    (228)    845

    Income (Loss) from

     Discontinued Operations, net

     of tax                          -      -      -      -       -       -

            Net Income                $0    $56     $0   $200   ($228)   $845



    Diluted Earnings Per Share     $0.00  $0.03  $0.00  $0.11  ($0.12)  $0.46







    Year-to-Date 2005

                                            Discontinued  Continuing
                                            Operations    Operations
                                       GAAP       C         (GAAP-C)

    Operating Revenues                $15,305     $-      $15,305

    Operating Expenses                11,632       -       11,632

    Operating Income                   3,673       -        3,673

    Interest Expense                     850       -          850

    Other Income (Expense), net          612       -          612

    Income from Continuing Operations

     before Income Taxes               3,435       -        3,435

    Provision for Income Taxes         1,140       -        1,140

    Income from Continuing Operations  2,295       -        2,295

    Income (Loss) from Discontinued

     Operations, net of tax              381      (381)       -

            Net Income                $2,676     ($381)    $2,295



    Diluted Earnings Per Share         $1.46    ($0.21)     $1.25







    Year-to-Date 2005

                                           Normalizing Items
                                         Merger          Hurri-
                                        Integra- Debt     cane   Sale
                                          tion  Exting. related  of
                                 Cingular Costs Costs  Expenses Cellcom
                                     A      E     F       G      I  Normalized


    Operating Revenues          $10,023   $-     $-     $-      $-    $25,328

    Operating Expenses            9,511   (219)   -     (328)    -     20,596

    Operating Income                512    219    -      328     -      4,732

    Interest Expense                319    -      -      -       -      1,169

    Other Income (Expense), net    (133)   -       42    -      (351)     170

    Income from Continuing

     Operations before Income

      Taxes                          60    219     42    328    (351)   3,733

    Provision for Income Taxes       60    100     16    128    (123)   1,321

    Income from Continuing

     Operations                     -      119     26    200    (228)   2,412

    Income (Loss) from

     Discontinued Operations,

     net of tax                     -      -      -      -       -        -

            Net Income               $0   $119    $26   $200   ($228)  $2,412



    Diluted Earnings Per Share    $0.00  $0.06  $0.01  $0.11  ($0.12)   $1.31







    BellSouth Corporation

    Normalized Earnings Summary and Reconciliation to Reported Results

    (amounts in millions, except per share data)



    Third Quarter 2004

                                            Discontinued  Continuing

                                            Operations    Operations

                                       GAAP       C         (GAAP-C)



    Operating Revenues                 $5,095     $-        $5,095

    Operating Expenses                  3,694      -         3,694

    Operating Income                    1,401      -         1,401

    Interest Expense                      220      -           220

    Other Income (Expense), net           136      -           136

    Income from Continuing Operations

     before Income Taxes                1,317      -         1,317

    Provision for Income Taxes            465      -           465

    Income from Continuing Operations     852      -           852

    Income (Loss) from Discontinued

     Operations, net of tax               (53)      53         -

            Net Income                   $799      $53        $852



    Diluted Earnings Per Share *        $0.44    $0.03       $0.46



     * Normalized earnings per share for third quarter 2004 does not sum due

       to rounding.







    Third Quarter 2004



                                           Normalizing Items
                                          Hurri-   Merger
                                          cane    Integra-
                                         related  tion/FV  Rounding
                                Cingular Expenses   Adj
                                     A      G        H              Normalized


    Operating Revenues            $1,664    $-     $-         $1      $6,760

    Operating Expenses             1,479    (38)   (29)      -         5,106

    Operating Income                 185     38     29         1       1,654

    Interest Expense                  56    -      -         -           276

    Other Income (Expense), net     (129)   -      -         -             7

    Income from Continuing

     Operations before Income

     Taxes                           -       38     29         1       1,385

    Provision for Income Taxes       -       15     12       -           492

    Income from Continuing

     Operations                      -       23     17         1         893

    Income (Loss) from Discontinued

     Operations, net of tax          -      -      -         -           -

            Net Income                $0    $23    $17        $1        $893



    Diluted Earnings Per Share *   $0.00  $0.01  $0.01     $0.01       $0.49



    * Normalized earnings per share for third quarter 2004 does not sum due

    to rounding.







    Year-to-Date 2004
                                                                      
                                            Discontinued  Continuing
                                            Operations    Operations

                                       GAAP       C         (GAAP-C)

    Operating Revenues                $15,154     $-       $15,154

    Operating Expenses                 10,953      -        10,953

    Operating Income                    4,201      -         4,201

    Interest Expense                      646      -           646

    Other Income (Expense), net           990      -           990

    Income from Continuing Operations

     before Income Taxes                4,545      -         4,545

    Provision for Income Taxes          1,604      -         1,604

    Income from Continuing Operations   2,941      -         2,941

    Income (Loss) from Discontinued

     Operations, net of tax               453     (453)        -

            Net Income                 $3,394    ($453)     $2,941



    Diluted Earnings Per Share          $1.85   ($0.25)      $1.60







    Year-to-Date 2004

                                           Normalizing Items

                                                  Hurri- Merger
                                 Sale  Regulatory cane  Integra-
                                  of    Settle-  related tion/FV
                      Cingular  Sonofon   ment  Expenses  Adj  Rounding

                           A       B       D       G      H         Normalized



    Operating Revenues  $4,827    $-      $50   $-     $-        $1   $20,032

    Operating Expenses   4,146     -       (3)   (38)   (29)      1    15,030

    Operating Income       681     -       53     38     29     -       5,002

    Interest Expense       170     -      -      -      -       -         816

    Other Income

     (Expense), net       (509)   (462)   -      -      -       -          19

    Income from

     Continuing

     Operations before

     Income Taxes            2    (462)    53     38     29     -       4,205

    Provision for

     Income Taxes            2    (167)    20     15     12     -       1,486

    Income from Continuing

     Operations            -      (295)    33     23     17     -       2,719

    Income (Loss) from

     Discontinued

     Operations, net

     of tax                -       -      -      -      -       -         -

            Net Income      $0   ($295)   $33    $23    $17      $0    $2,719



    Diluted Earnings

     Per Share           $0.00  ($0.16) $0.02  $0.01  $0.01  ($0.00)    $1.48







     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.  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, $204 incurred during 2nd quarter 2005

         and $240 incurred during 3rd quarter 2005 in connection with the

         Cingular/AWE merger.  Integration costs include one-time cash outlays

         or specified non-cash charges, including accelerated depreciation,

         directly related to rationalization of the wireless network, sales

         distribution channels, the workforce, information technology systems

         and real estate.



     (f) Debt extinguishment costs -  Represents one-time expenses associated

         with the early extinguishment of $400 of long-term debt in

         1st quarter 2005 and one-time expenses associated with the early

         extinguishment of $300 of long-term debt in 2nd quarter 2005.



     (g) Hurricane-related expenses - Represents 3rd quarter 2005 Hurricane

         Katrina-related charges of $200 after-tax and consists of asset

         impairment charges (based on preliminary damage assessments),

         incremental labor and material costs related to service restoration

         and network repairs, and incremental uncollectible expense.  These

         expenses are comprised of charges related to BellSouth's wireline

         business and its 40% share of Cingular Wireless.  Third quarter 2004

         charges represent incremental labor and material costs in the

         wireline business due to Hurricanes Charley, Frances, Ivan and

         Jeanne.



     (h) 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

         of 2004 in preparation for the Cingular/AWE merger.  Also includes a

         $31 fair value adjustment for the announced sale of Cingular

         Interactive.



     (i) Gain related to the sale of Cellcom, a cellular communications

         operator in Israel.







    BellSouth Corporation

    Consolidated Balance Sheets (unaudited)

    (amounts in millions, except per share data)



                                                     Change            Change
                                                       vs.               vs.
                                  Sept. 30, Dec. 31   Prior   June 30,  Prior
                                    2005     2004     Year     2005    Quarter

    Assets

    Current Assets:

      Cash and cash equivalents     $2,030     $680   $1,350     $485  $1,545

      Short-term investments             0       16      (16)       0       0

      Accounts receivable, net of

       allowance for

       uncollectibles of $297,

       $317, and $287                2,443    2,559     (116)   2,480     (37)

      Material and supplies            336      321       15      335       1

      Other current assets             859    1,055     (196)     951     (92)

      Assets of discontinued

       operations                        0    1,068   (1,068)       0       0

        Total Current Assets         5,668    5,699      (31)   4,251   1,417



    Investment in and advances to

     Cingular Wireless              21,084   22,771   (1,687)  21,952    (868)

    Property, plant and

     equipment, net                 21,670   22,039     (369)  21,853    (183)

    Other assets                     7,611    7,400      211    7,741    (130)

    Intangible assets, net           1,517    1,587      (70)   1,529     (12)

    Total Assets                   $57,550  $59,496  ($1,946) $57,326    $224



    Liabilities and Shareholders'

     Equity

    Current Liabilities:

      Debt maturing within

       one year                     $2,582   $5,475  ($2,893)  $3,293   ($711)

      Accounts payable               1,030    1,047      (17)   1,027       3

      Other current liabilities      4,081    3,018    1,063    3,444     637

      Liabilities of discontinued

       operations                        0      830     (830)       0       0

        Total Current Liabilities    7,693   10,370   (2,677)   7,764     (71)



    Long-Term Debt                  14,374   15,108     (734)  14,399     (25)



    Noncurrent Liabilities:

      Deferred income taxes          6,465    6,492      (27)   6,594    (129)

      Other noncurrent liabilities   4,704    4,460      244    4,575     129

        Total Noncurrent

         Liabilities                11,169   10,952      217   11,169       0



    Shareholders' Equity:

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

      Paid-in capital                7,861    7,840       21    7,836      25

      Retained earnings             20,326   19,267    1,059   20,053     273

      Accumulated other

       comprehensive income            (28)    (157)     129      (70)     42

      Shares held in trust and

       treasury                     (5,865)  (5,904)      39   (5,845)    (20)

        Total Shareholders' Equity  24,314   23,066    1,248   23,994     320

    Total Liabilities and

     Shareholders' Equity          $57,550  $59,496  ($1,946) $57,326    $224







    BellSouth Corporation

    Consolidated Statements of Cash Flows (unaudited)

    (amounts in millions, except per share data)

                                                                Year-To-Date

                                        3Q05    3Q04    2Q05    2005    2004



    Cash Flows from Operating

     Activities:

    Income from Continuing Operations    $817    $852    $795  $2,295  $2,941

    Adjustments to income from

     continuing operations:

      Depreciation and amortization       922     908     916   2,756   2,720

      Provision for uncollectibles         93      90      80     258     285

      Net losses (earnings) of equity

       affiliates                         (97)    (73)    (68)    (85)   (328)

      Deferred income taxes               (66)    137     162      51     740

      Asset impairments                   166     -       -       166     -

      Pension income                     (133)   (121)   (133)   (399)   (363)

      Stock-based compensation expense     22      29      23      70      87

      Loss on extinguishment of debt      -        14      20      42      14

      (Gain) loss on sale/disposal of

       operations                        (351)    -       -      (351)   (462)

    Net change in:

      Accounts receivable and other

       current assets                     (11)   (147)    (79)   (174)   (271)

      Accounts payable and other

       current liabilities                618     (79)    368   1,009      24

      Deferred charges and other

       assets                             (39)     29     (60)    (79)    (33)

      Other liabilities and deferred

       credits                            133      34     101     337      67

    Other reconciling items, net           40      18       3      38      67

      Net cash provided by operating

       activities                       2,114   1,691   2,128   5,934   5,488



    Cash Flows from Investing

     Activities:

    Capital expenditures                 (886)   (768)   (829) (2,465) (2,134)

    Purchase of short-term investments    (76) (1,364)    -       (88) (3,210)

    Proceeds from sale of short-term

     investments                           76   3,403     -       104   4,439

    Investments in debt and equity

     securities                           (53)    (87)    (71)   (156)   (503)

    Net short term (advances to)

     repayments from Cingular              -       -       266     666     -

    Proceeds from sale of securities

     and operations                       656       6      15   1,600     565

    Proceeds from repayment of loans

     and advances                         949      20     121   1,072     129

    Settlement of derivatives on

     advances                             -       -       -       -       (17)

    Other investing activities, net       (25)     (8)     (9)    (39)     (3)

      Net cash provided by (used for)

       investing activities               641   1,202    (507)    694    (734)



    Cash Flows from Financing

     Activities:

    Net borrowing (repayments) of

     short-term debt                     (480)     73    (556) (2,110)   (266)

    Proceeds from long-term debt          -     2,993     -       -     3,689

    Repayments of long-term debt         (233)   (524)   (605) (1,500)   (745)

    Dividends paid                       (532)   (493)   (494) (1,520) (1,407)

    Purchase of treasury shares           (54)    -        (6)   (137)    (99)

    Other financing activities, net        89      (3)      9     104      48

      Net cash used for financing

       activities                      (1,210)  2,046  (1,652) (5,163)  1,220



    Net Increase/(Decrease) in Cash

     from Continuing Operations         1,545   4,939     (31)  1,465   5,974

    Net Increase/(Decrease) in Cash

     from Discontinued Operations         -        84     -      (115)   (101)

      Net Increase/(Decrease) in Cash

       and Cash Equivalents             1,545   5,023     (31)  1,350   5,873

    Cash and Cash Equivalents at

     Beginning of Period                  485   3,797     516     680   2,947

    Cash and Cash Equivalents at End

     of Period                         $2,030  $8,820    $485  $2,030  $8,820







    BellSouth Corporation

    Results by Segment (amounts in millions) (unaudited)



    Communications Group (1)

                                         3Q05   3Q04   Growth   2Q05   Growth

    Operating Revenues

       Voice                           $3,136  $3,121    0.5%  $3,155   -0.6%

       Data                             1,166   1,144    1.9%   1,165    0.1%

       Other                              286     353  -19.0%     305   -6.2%

          Total Operating Revenues      4,588   4,618   -0.6%   4,625   -0.8%

    Operating Expenses

       Cost of services and products    1,860   1,778    4.6%   1,850    0.5%

       Selling, general, &

        administrative expenses           793     731    8.5%     775    2.3%

       Depreciation and amortization      914     901    1.4%     910    0.4%

          Total Operating Expenses      3,567   3,410    4.6%   3,535    0.9%

    Segment Operating Income            1,021   1,208  -15.5%   1,090   -6.3%

    Interest Expense                       94      95   -1.1%     100   -6.0%

    Other Income (Expense), net            14       9   55.6%      20  -30.0%

    Income Before Income Taxes            941   1,122  -16.1%   1,010   -6.8%

    Provision for Income Taxes            330     406  -18.7%     350   -5.7%

            Segment Net Income(1)        $611    $716  -14.7%    $660   -7.4%



    Selected Financial and Operating

     Data



    (amounts in millions)

    Segment operating income           $1,021  $1,208  -15.5%  $1,090   -6.3%

    Segment operating margin            22.3%   26.2% -390 bps  23.6% -130 bps



    Long distance revenues               $608    $524   16.0%    $580    4.8%



    Switched Access MOUs               15,511  17,128   -9.4%  15,617   -0.7%

    BSLD MOUs                           6,660   5,673   17.4%   6,301    5.7%

      Total Access minutes of use      22,171  22,801   -2.8%  21,918    1.2%



    Capital expenditures                 $878    $759   15.7%    $826    6.3%

    (amounts in thousands)

    Wholesale lines                     2,453   3,077  -20.3%   2,665   -8.0%

    DSL customers                       2,678   1,872   43.1%   2,473    8.3%

    LD customers                        6,993   5,663   23.5%   6,771    3.3%



    Consumer ARPU (3)                  $58.53  $56.65    3.3%  $58.39    0.2%







    BellSouth Corporation

    Results by Segment (amounts in millions) (unaudited)



    Communications Group (1)

                                                       Year-To-Date

                                               2005        2004         Growth



    Operating Revenues

        Voice                                  $9,445      $9,444        0.0%

        Data                                    3,491       3,350        4.2%

        Other                                     895         980       -8.7%

            Total Operating Revenues           13,831      13,774        0.4%

    Operating Expenses

        Cost of services and products           5,563       5,243        6.1%

        Selling, general, & administrative

         expenses                               2,306       2,234        3.2%

        Depreciation and amortization           2,734       2,700        1.3%

            Total Operating Expenses           10,603      10,177        4.2%

    Segment Operating Income                    3,228       3,597      -10.3%

    Interest Expense                              292         278        5.0%

    Other Income (Expense), net                    45          18      150.0%

    Income Before Income Taxes                  2,981       3,337      -10.7%

    Provision for Income Taxes                  1,046       1,209      -13.5%

              Segment Net Income(1)            $1,935      $2,128       -9.1%



    Selected Financial and Operating Data



    (amounts in millions)

    Segment operating income                   $3,228      $3,597      -10.3%

    Segment operating margin                    23.3%       26.1%     -280 bps



    Long distance revenues                     $1,766      $1,443       22.4%



    Switched Access MOUs                       47,279      53,602      -11.8%

    BSLD MOUs                                  18,972      15,245       24.4%

      Total Access minutes of use              66,251      68,847       -3.8%



    Capital expenditures                       $2,446      $2,111       15.9%







    BellSouth Corporation

    Results by Segment (unaudited)

    Supplemental Operating Data  (in thousands)



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



                                        3Q05    3Q04   Growth   2Q05   Growth

    Access lines

       Residence

           Retail

               Primary                 11,465  11,815   -3.0%  11,595   -1.1%

               Additional               1,206   1,388  -13.1%   1,257   -4.1%

               Total Retail Residence  12,671  13,203   -4.0%  12,852   -1.4%

           Wholesale

               Resale                     167     115   45.2%     151   10.6%

               UNE-P                    1,507   2,082  -27.6%   1,689  -10.8%

               Total Wholesale

                Residence               1,674   2,197  -23.8%   1,840   -9.0%

       Total Residence                 14,345  15,400   -6.9%  14,692   -2.4%



       Business

           Retail

               Total Retail Business    5,289   5,258    0.6%   5,252    0.7%

           Wholesale

               Resale                      59      66  -10.6%      59    0.0%

               UNE-P                      658     753  -12.6%     701   -6.1%

               Total Wholesale Business   717     819  -12.5%     760   -5.7%

       Total Business                   6,006   6,077   -1.2%   6,012   -0.1%



       Other Retail/Wholesale Lines

               Retail                      33      38  -13.2%      31    6.5%

               Wholesale                   62      61    1.6%      65   -4.6%

       Total Other Retail/Wholesale

        Lines                              95      99   -4.0%      96   -1.0%

       Total Access Lines in Service   20,446  21,576   -5.2%  20,800   -1.7%



       ISDN line equivalents

             Residence                      7      10  -30.0%       7    0.0%

             Business                   1,440   1,462   -1.5%   1,421    1.3%

       Total ISDN Adjusted ALIS        21,893  23,048   -5.0%  22,228   -1.5%

    Access Line Equivalents (b)

       Selected digital data services:

             Unbundled Loops              308     326   -5.5%     298    3.4%

             DS0 & ADSL                16,300  11,493   41.8%  15,079    8.1%

             DS1                        8,163   7,594    7.5%   8,028    1.7%

             DS3 & higher              33,638  32,643    3.0%  32,861    2.4%

       Total digital data lines

        in service                     58,409  52,056   12.2%  56,266    3.8%



    Total equivalent access lines

     in service                        80,302  75,104    6.9%  78,494    2.3%



     (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)



                                       3Q05     3Q04  Growth   2Q05    Growth

    Operating Revenues

       Service revenues (2)           $3,089  $1,548   99.5%  $3,087     0.1%

       Equipment and other revenues      410     168  144.0%     356    15.2%

          Total Operating Revenues     3,499   1,716  103.9%   3,443     1.6%

    Operating Expenses

       Cost of services and products   1,395     665  109.8%   1,401    -0.4%

       Selling, general, &

        administrative expenses        1,128     609   85.2%   1,151    -2.0%

       Depreciation and amortization     579     229  152.8%     608    -4.8%

          Total Operating Expenses     3,102   1,503  106.4%   3,160    -1.8%

    Segment Operating Income             397     213   86.4%     283    40.3%

    Interest Expense                     122      80   52.5%     130    -6.2%

    Other Income (Expense), net           (9)    (46)  80.4%      (4) -125.0%

    Income Before Income Taxes           266      87  205.7%     149    78.5%

    Provision for Income Taxes           117      33  254.5%      72    62.5%

            Segment Net Income (1)      $149     $54  175.9%     $77    93.5%



    Selected Financial and Operating

     Data



    (amounts in millions, except

     customer data in thousands)

    Segment operating income            $397    $213   86.4%    $283    40.3%

    Segment operating margin           11.3%   12.4%  -110 bps  8.2%  310  bps

    Cellular/PCS Operating Metrics

     (100% Cingular):

       Total Customers                52,292  25,672  103.7%  51,442     1.7%

       Net Customer Additions            867     657   32.0%     952    -8.9%

       Partitioned Customers and/or

        Adjustments                      (17)    (29)  41.4%     140  -112.1%

       Churn                            2.3%    2.8%  -50 bps   2.2%   10 bps

       Wireless Service ARPU (3)      $49.65  $50.25   -1.2%  $50.51    -1.7%

       Minutes Of Use Per

        Subscriber(4)                    727     598   21.6%     705     3.1%

       Licensed POPs (5)                 294     243   21.0%     294     0.0%

       Penetration (5)                 18.3%   11.4% 690  bps  18.0%   30  bps

    * - Not meaningful.





    PROFORMA                           3Q05    3Q04   Growth   2Q05   Growth



       Service Revenue                 3,089   2,960    4.4%   3,087     0.1%

       Total Revenue (40%)             3,499   3,295    6.2%   3,443     1.6%

       Net Adds (100%)                   867     808    7.3%     952    -8.9%

       ARPU                           $49.65  $52.38   -5.2%  $50.51    -1.7%





     (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)



    Domestic Wireless Segment (1)(a)

                                                         Year-To-Date

                                                2005         2004      Growth

    Operating Revenues

        Service revenues (2)                   $9,144      $4,515      102.5%

        Equipment and other revenues            1,090         463      135.4%

            Total Operating Revenues           10,234       4,978      105.6%

    Operating Expenses

        Cost of services and products           4,171       1,851      125.3%

        Selling, general, & administrative

         expenses                               3,438       1,742       97.4%

        Depreciation and amortization           1,857         676      174.7%

            Total Operating Expenses            9,466       4,269      121.7%

    Segment Operating Income                      768         709        8.3%

    Interest Expense                              387         239       61.9%

    Other Income (Expense), net                    (9)       (145)      93.8%

    Income Before Income Taxes                    372         325       14.5%

    Provision for Income Taxes                    179         123       45.5%

              Segment Net Income (1)             $193        $202       -4.5%



    Selected Financial and Operating Data



    (amounts in millions, except customer

     data in thousands)

    Segment operating income                     $768        $709        8.3%

    Segment operating margin                     7.5%       14.2%    -670  bps

    Cellular/PCS Operating Metrics (100%

     Cingular):

        Total Customers                        52,292      25,672      103.7%

        Net Customer Additions                  3,186       1,639       94.4%

        Partitioned Customers and/or

         Adjustments                              (26)          6        N/M*

        Churn                                    2.2%        2.7%     -50  bps

        Wireless Service ARPU (3)              $49.92      $49.78        0.3%

        Minutes Of Use Per Subscriber (4)         692         565       22.5%

        Licensed POPs (5)                         294         243       21.0%

        Penetration (5)                         18.3%       11.4%     690  bps

    * - 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)

                                           3Q05   3Q04 Growth   2Q05   Growth

    Operating Revenues

       Advertising and publishing

        revenues                           $477   $471   1.3%   $481    -0.8%

       Commission revenues                   32     27  18.5%     50   -36.0%

          Total Operating Revenues          509    498   2.2%    531    -4.1%

    Operating Expenses

       Cost of services                      94     89   5.6%     99    -5.1%

       Selling, general, & administrative

        expenses                            175    173   1.2%    180    -2.8%

       Depreciation and amortization          7      7   0.0%      7     0.0%

          Total Operating Expenses          276    269   2.6%    286    -3.5%

    Segment Operating Income                233    229   1.7%    245    -4.9%

    Interest Expense                          3      2  50.0%      2    50.0%

    Other Income (Expense), net             -      -      N/M*     1  -100.0%

    Income Before Income Taxes              230    227   1.3%    244    -5.7%

    Provision for Income Taxes               84     86  -2.3%     90    -6.7%

            Segment Net Income (1)         $146   $141   3.5%   $154    -5.2%



    Segment operating income               $233   $229   1.7%   $245    -4.9%

    Segment operating margin              45.8%  46.0%  -20 bps 46.1% -30  bps



    * - Not meaningful.







    BellSouth Corporation

    Results by Segment (amounts in millions) (unaudited)



    Advertising & Publishing (1)

                                                      Year-To-Date

                                               2005       2004        Growth

    Operating Revenues

        Advertising and publishing

         revenues                             $1,433     $1,403         2.1%

        Commission revenues                       98         88        11.4%

            Total Operating Revenues           1,531      1,491         2.7%

    Operating Expenses

        Cost of services                         283        259         9.3%

        Selling, general, & administrative

         expenses                                518        496         4.4%

        Depreciation and amortization             21         21         0.0%

            Total Operating Expenses             822        776         5.9%

    Segment Operating Income                     709        715        -0.8%

    Interest Expense                               8          6        33.3%

    Other Income (Expense), net                  -            1      -100.0%

    Income Before Income Taxes                   701        710        -1.3%

    Provision for Income Taxes                   260        272        -4.4%

              Segment Net Income (1)            $441       $438         0.7%



    Segment operating income                    $709       $715        -0.8%

    Segment operating margin                   46.3%      48.0%     -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) Total Minutes of Use per Cellular/PCS Subscriber definition was

         changed effective with the 2Q05 reporting period.  Prior to the

         change, the numerator was defined as Local Minutes of Use.  Effective

         with this change, the numerator is now defined as including Local

         Minutes of Use and Outcollect Minutes of Use.




     (5) 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 2Q05 and 3Q05 is based on licensed

         "operational" POPs of 286 million for each quarter.  POPs used for

         the rate of penetration calculation excludes international.







    BellSouth Corporation

    Non-GAAP Measures - Reconciliation

    (amounts in millions) (unaudited)



    Segment Net Income Reconciliation to GAAP Net Income

                                                               Year-to-Date

                                     3Q05     3Q04     2Q05     2005     2004

    Communications group segment

     net income                      $611     $716     $660   $1,935   $2,128

    Domestic wireless group

     segment net income               149       54       77      193      202

    Advertising and publishing

     group segment net income         146      141      154      441      438

    Corporate, eliminations and

     other                            (61)     (18)     (42)    (157)     (49)

    Normalized net income             845      893      849    2,412    2,719

      Add back Excluded non-

       recurring or non-

       operational items (a)          (28)     (94)     (54)     264      675

    Consolidated GAAP net income     $817     $799     $795   $2,676   $3,394





          Free Cash Flow                                        Year-to-Date

                                    3Q05     3Q04     2Q05      2005     2004

    Net cash provided by

     operating activities          $2,114   $1,691   $2,128   $5,934   $5,488

      Less Capital Expenditures      (886)    (768)    (829)  (2,465)  (2,134)

    Operating Free Cash Flow       $1,228     $923   $1,299   $3,469   $3,354





             Net Debt

                                 Sept. 30,  Dec. 31, June 30,

                                     2005     2004     2005

    Total Debt                    $16,956  $20,583  $17,692

      Less Cash                    (2,030)    (680)    (485)

    Net Debt                      $14,926  $19,903  $17,207





    Communications Group

     Operating Income before

     Depreciation and

     Amortization                                               Year-to-Date

                                   3Q05     3Q04     2Q05      2005      2004

    Operating Revenues             $4,588   $4,618   $4,625  $13,831  $13,774

    Operating Income                1,021    1,208    1,090    3,228    3,597

      Add back Depreciation and

       amortization                   914      901      910    2,734    2,700

    Operating Income before

     Depreciation and

     Amortization                  $1,935   $2,109   $2,000   $5,962   $6,297

    Margin                          42.2%    45.7%    43.2%    43.1%    45.7%





    Domestic Wireless Operating

     Income before Depreciation

     and Amortization                                          Year-to-Date

                                   3Q05     3Q04     2Q05       2005     2004

    Service revenues               $3,089   $1,548   $3,087   $9,144   $4,515

    Equipment and other revenues      410      168      356    1,090      463

    Operating revenues              3,499    1,716    3,443   10,234    4,978

    Operating Income                  397      213      283      768      709

    Operating Margin (Operating

     income divided by operating

     revenues) (b)                  11.3%    12.4%     8.2%     7.5%    14.2%

      Add back Depreciation and

       amortization                   579      229      608    1,857      676

    Operating Income before

     Depreciation and

     Amortization                    $976     $442     $891   $2,625   $1,385

    Margin (Operating Income

     before Depr & Amort divided

     by service revenues) (b)       31.6%    28.6%    28.9%    28.7%    30.7%





    Domestic Wireless Proforma

     Revenue

                                   3Q05     3Q04     2Q05

    Operating Revenue              $3,499   $1,716   $3,443

      Add back Proforma

       Adjustments (c)                -      1,579      -

    Total Operating Revenue

     (Proforma)                    $3,499   $3,295   $3,443





    Domestic Wireless Proforma ARPU

                                   3Q05     3Q04     2Q05

    Service revenues               $3,089   $1,548   $3,087

      Less Mobitex data revenues        7       22        8

      Add back Proforma

       Adjustments (c)                -      1,412      -

    Service revenue used to

     calculate Proforma ARPU       $3,082   $2,938   $3,079

    ARPU (Proforma)                $49.65   $52.38   $50.51



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

     (b) 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.

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

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







    BellSouth Corporation

    Hurricane Katrina Revenue Impacts

    (amounts in millions, except per share data)



    Communications Group:

                                      3Q05     3Q04   Growth   2Q05   Growth


    As reported (with

     Katrina customer bill

     credits):

       Operating revenues             $4,588  $4,618   -0.6%  $4,625  -0.8%

       Operating income               $1,021  $1,208  -15.5%  $1,090  -6.3%

       Operating margin                22.3%   26.2%  -390 bps  23.6% -130 bps



    Pro forma (without Katrina customer

     bill credits):

       Operating revenues             $4,632  $4,618    0.3%  $4,625   0.2%

       Operating income               $1,065  $1,208  -11.8%  $1,090  -2.3%

       Operating margin                23.0%   26.2% -320 bps  23.6% -60 bps



    Impact of Hurricane Katrina bill

     credits on:

       Operating revenues               $(44)  $-   -100 bps   $-    -100 bps

       Operating income                 $(44)  $-   -360 bps   $-    -400 bps

       Operating margin                -0.7%   0.0%  -70 bps   0.0%   -70 bps





    Communications Group:

                                                      Year-to-Date

                                               2005        2004    Growth

    As reported (with

     Katrina customer bill

     credits):

        Operating revenues                   $13,831     $13,774       0.4%

        Operating income                      $3,228      $3,597     -10.3%

        Operating margin                       23.3%       26.1%    -280 bps



    Pro forma (without Katrina customer

     bill credits):

        Operating revenues                   $13,875     $13,774       0.7%

        Operating income                      $3,272      $3,597      -9.0%

        Operating margin                       23.6%       26.1%    -250 bps



    Impact of Hurricane Katrina bill

     credits on:

        Operating revenues                      $(44)      $-        -30 bps

        Operating income                        $(44)      $-       -120 bps

        Operating margin                       -0.3%       0.0%      -30 bps





    Domestic Wireless:

                                      3Q05     3Q04   Growth   2Q05   Growth

    As reported (with Katrina customer

     bill credits):

       Operating revenues             $3,499  $1,716  103.9%  $3,443   1.6%

       Operating income                 $397    $213   86.4%    $283  40.3%

       Operating margin                11.3%   12.4%  -110 bps  8.2%  310 bps



    Pro forma (without Katrina customer

     bill credits):

       Operating revenues             $3,511  $1,716  104.6%  $3,443   2.0%

       Operating income                 $409    $213   92.0%    $283  44.5%

       Operating margin                11.6%   12.4% -80 bps    8.2%  340 bps



    Impact of Hurricane Katrina bill

     credits on:

       Operating revenues               $(12)   $-    -70 bps   $-    -30 bps

       Operating income                 $(12)   $-   -560 bps   $-   -420 bps

       Operating margin                -0.3%    0.0%  -30 bps   0.0%  -30 bps





    Domestic Wireless:

                                                       Year-to-Date

                                               2005        2004     Growth

    As reported (with Katrina customer

     bill credits):

        Operating revenues                   $10,234      $4,978     105.6%

        Operating income                        $768        $709       8.3%

        Operating margin                        7.5%       14.2%    -670 bps



    Pro forma (without Katrina customer

     bill credits):

        Operating revenues                   $10,246      $4,978     105.8%

        Operating income                        $780        $709      10.0%

        Operating margin                        7.6%       14.2%    -660 bps



    Impact of Hurricane Katrina bill

     credits on:

        Operating revenues                      $(12)      $-       -20 bps

        Operating income                        $(12)      $-      -170 bps

        Operating margin                       -0.1%       0.0%     -10 bps





    Advertising & Publishing:

                                       3Q05     3Q04   Growth   2Q05  Growth

    As reported (with Katrina customer

     bill credits):

       Operating revenues               $509    $498    2.2%    $531  -4.1%

       Operating income                 $233    $229    1.7%    $245  -4.9%

       Operating margin                45.8%   46.0%  -20 bps  46.1%  -30 bps



    Pro forma (without Katrina customer

     bill credits):

       Operating revenues               $516    $498    3.6%    $531  -2.8%

       Operating income                 $240    $229    4.8%    $245  -2.0%

       Operating margin                46.5%   46.0%   50 bps  46.1%  40 bps



    Impact of Hurricane Katrina bill

     credits on:

       Operating revenues                $(7)   $-   -140 bps   $-   -130 bps

       Operating income                  $(7)   $-   -310 bps   $-   -290 bps

       Operating margin                -0.7%    0.0%  -70 bps   0.0%  -70 bps





    Advertising & Publishing:

                                                       Year-to-Date

                                               2005        2004     Growth

    As reported (with Katrina customer

     bill credits):

        Operating revenues                    $1,531      $1,491       2.7%

        Operating income                        $709        $715      -0.8%

        Operating margin                       46.3%       48.0%    -170 bps



    Pro forma (without Katrina customer

     bill credits):

        Operating revenues                    $1,538      $1,491       3.2%

        Operating income                        $716        $715       0.1%

        Operating margin                       46.6%       48.0%    -140 bps



    Impact of Hurricane Katrina bill

     credits on:

        Operating revenues                      $(7)       $-        -50 bps

        Operating income                        $(7)       $-       -100 bps

        Operating margin                       -0.3%       0.0%      -30 bps



SOURCE  BellSouth Corporation

    -0-                             10/25/2005

    /CONTACT:     /

    /First Call Analyst: /

    /FCMN Contact: /

    /Web site:  http://www.bellsouth.com/

    (BLS)



CO:  BellSouth Corporation

ST:  Georgia

IN:  TLS CPR NET HEA

SU:  ERN HSP






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

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