RNS Number:0096Z
Bellsouth Corp
23 July 2002



For Immediate Release

July 22, 2002

For More Information Contact:

Jeff Battcher 404-713-0274


                   BellSouth Reports Second Quarter Earnings

July 22, 2002, ATLANTA - BellSouth Corporation (NYSE: BLS) reported earnings per
share (EPS) of 16 cents in the second quarter of 2002, compared to 47 cents in
the same quarter of 2001. Normalized for special items (see below), EPS in the
second quarter of 2002 was 53 cents, compared to normalized EPS of 58 cents in
the same quarter a year ago. Bad debt expense of $255 million in the second
quarter of 2002 impacted EPS an incremental 5 cents.

BellSouth's operating results continued to reflect weak demand for
communications services, both in the United States and Latin America. The impact
of market share loss in the US, as well as currency devaluations in Argentina
and Venezuela, also affected results. Business failures, including those in the
telecommunications industry, also continued to negatively affect both demand and
bad debt. In addition, BellSouth did not recognize revenues for wholesale
services provided to a non-paying CLEC (Competitive Local Exchange Carrier)
customer operating in Florida, further reducing EPS by 1 cent.

Free cash flow (defined as cash flow from operations less capital expenditures)
totaled $1.4 billion in the second quarter of 2002, and $2.4 billion
year-to-date. Total debt declined $1.0 billion during the second quarter, and
has been reduced $2.1 billion, or 10.4 percent, since the beginning of 2002. Net
debt is lower by 18.5 percent since the beginning of the year.

BellSouth adopted a new accounting rule for goodwill known as Financial
Accounting Standard No. 142 (FAS 142). The new rule resulted in a non-cash
charge that reduced the value of goodwill on the company's balance sheet by
approximately $1.3 billion. As required under the new rule, the effect of FAS
142 was recorded as an adjustment to BellSouth's first quarter 2002 results.

Communications Group

Total Communications Group revenues were $4.67 billion, compared to $4.79
billion in the second quarter of 2001, a decline of 2.4 percent. Data revenues
were $1.08 billion, a growth rate of 6.0 percent compared to $1.01 billion in
the second quarter of the previous year. Wholesale revenues from data transport
services for other communications providers increased approximately 4 percent.
Other data services, principally retail in nature, grew approximately 13
percent. In addition to consumer and business DSL, retail data services include
transport, access, storage, security and Web hosting for business customers.

BellSouth added 74,000 new DSL customers in the second quarter, raising its
total to 803,000 retail and wholesale broadband customers at June 30. This is an
annual growth rate of 111 percent.

Domestic Wireless / Cingular

BellSouth's domestic wireless revenues in the second quarter of 2002 were $1.5
billion, representing the company's 40 percent share of Cingular Wireless. This
is a gain of 6.1 percent compared to the same quarter a year ago. BellSouth's
share of Cingular operating income was $289 million in the quarter, compared to
$303 million in the same three months of 2001. Cingular ended the second quarter
with 22.2 million total Cellular/PCS customers, an annual growth rate of
approximately 5 percent.

In the second quarter of 2002, Cingular added 353,000 customers, spurred by the
introduction at the end of first quarter of several new national pricing and
service plans. This compared to net adds of 234,000 in the first three months of
the year.

Latin America Group

Consolidated Latin America revenues were $598 million in the second quarter of
2002, a decline of 20.2 percent compared to the same period of the prior year.
Revenues reflected the impacts of currency devaluations, principally in
Argentina and Venezuela, as well as weak economic conditions in those countries.
Reflecting BellSouth's focus on profitability in this challenging environment,
operating margins increased to 33.1 percent from 32.6 percent in the second
quarter of 2001. Free cash flow (FCF) for the Latin Segment was positive for
both the second quarter and first six months of 2002 and was significantly
higher than the same periods in 2001. BellSouth and its partners now serve a
total of 11.2 million customers in 11 Central and South American countries.

Additional Quarterly Highlights

Reported net income in the three months ended June 30, 2002 was $293 million,
compared to reported net income of $880 million in the second quarter of 2001.
Normalized net income in the second quarter of 2002 was $996 million, compared
to $1.085 billion in the same quarter a year ago.

Consolidated revenues, which do not include Cingular, were $5.78 billion in the
second quarter of 2002, compared to $5.99 billion in the same three months a
year earlier. Consolidated total operating expenses increased 2.3 percent on a
reported basis, but, adjusted for the increased bad debt expense, were down 0.9
percent. Normalized second quarter total operating revenues - which include
BellSouth's share of Cingular - were approximately $7.23 billion, a decline of
1.6 percent versus the second quarter of 2001. Excluding the impacts of currency
devaluations in Argentina and Venezuela, and the book shifts that benefited the
Advertising and Publishing Group, normalized revenue was flat compared to last
year.

Special Items

In the second quarter of 2002, the difference between reported EPS of 16 cents
and normalized EPS of 53 cents is the result of three special charges:

Foreign currency transaction losses                         7 cents

Losses on equity investments                                19 cents

Workforce reduction                                         12 cents

Effect of rounding                                          (1 cent)

Total of special charges                                    37 cents


Foreign currency transaction losses - Associated with the remeasurement of U.S.
dollar-denominated liabilities in Latin America.

Losses on equity investments - BellSouth recognized charges for the further
impairment and open market sales of its remaining investment in Qwest
Communications International; an impairment in the value of an investment in
Guatemala; and the liquidation of an investment in Crown Castle International
Corp.

Workforce reduction - As announced May 17, BellSouth is in the process of
reducing its workforce by approximately 5,000 positions to reduce operating
costs in response to a slow economy, increased competition and regulatory
pricing pressures. The charge represents the accrual for severance payments and
employee benefit enhancements related to the workforce reduction.

Long Distance Launch

BellSouth launched long distance service in Georgia and Louisiana in late May.
In just over five weeks to the end of the quarter, the company acquired 147,000
consumer and business long distance customers, almost 4 percent of BellSouth's
residential customers in the two states.

2002 Guidance

The following updates to company guidance are provided for full year 2002:

Total operating revenue growth (including Cingular)                     -2% to -3%

Normalized earnings per share*                                          $2.13 to $2.20

Capital expenditures (excluding Cingular)                               $3.7 to $3.9 billion

Data revenue growth                                                     Mid-single digits

DSL high-speed Internet customers at 12/31                              1.0 million


*Includes effect of cessation of amortization of goodwill and indefinite-lived
assets under FAS 142. Excludes foreign currency transaction gains or losses.

About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications services company
headquartered in Atlanta, GA, serving more than 44 million customers in the
United States and 14 other countries.

Consistently recognized for customer satisfaction, BellSouth provides a full
array of broadband data and e-commerce solutions to business customers,
including Web hosting and other Internet services. In the residential market,
BellSouth offers DSL high-speed Internet access, advanced voice features and
other services. BellSouth also provides online and directory advertising
services, including BellSouth(R) Real PagesSM.com.

BellSouth owns 40 percent of Cingular Wireless, the nation's second largest
wireless company, which provides innovative wireless data and voice services.

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

BellSouth will host a conference call with investors today at 10 a.m. Eastern
Time. Participating on the call will be BellSouth CFO Ron Dykes and Investor
Relations Director Greg Peterson. Dial-in information for the conference call
is:

Domestic: 888-370-1863

International: 706-634-1735

A replay of the call will be available beginning at approximately 1 p.m. Eastern
Time today, through July 29. The replay can be accessed by dialing:

Domestic: 800-642-1687 - Reservation number: 4431730

International: 706-645-9291 - Reservation number: 4431730

In addition to historical information, this document contains 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 domestic or international 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 and (iv) 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.




BellSouth Corporation

Consolidated Statements of Income - Normalized
Basis (unaudited)

(amounts in millions, except per share data)

Note to Readers: Our reported results have been significantly impacted by 
several events, including the formation of Cingular Wireless and other one-time 
items. To assist in your understanding of our results, we have prepared the 
following normalized information, including the notes on page 3 which discuss 
the impacts of these events. See page 4 for our reported results.

                                                                                Year-to-Date
                                                 2Q02       2Q01     Growth             2002       2001     Growth
Operating Revenues
    Communications group                      $ 4,586    $ 4,722      -2.9%          $ 9,200    $ 9,334      -1.4%
    Domestic wireless                           1,500      1,414       6.1%            2,917      2,724       7.1%
    Latin America                                 597        744     -19.8%            1,253      1,517     -17.4%
    Domestic advertising and publishing           538        436      23.4%              917        870       5.4%
    All other                                      14         35     -60.0%               31         69     -55.1%
         Total Operating Revenues               7,235      7,351      -1.6%           14,318     14,514      -1.4%

Operating Expenses
    Operational and support expenses            3,992      3,955       0.9%            7,897      7,895       0.0%
    Depreciation and amortization               1,353      1,392      -2.8%            2,694      2,729      -1.3%
         Total Operating Expenses               5,345      5,347       0.0%           10,591     10,624      -0.3%
Operating Income                                1,890      2,004      -5.7%            3,727      3,890      -4.2%
Interest Expense                                  362        392      -7.7%              721        810     -11.0%
Other Income (Expense), net                        50         59       N/M*              128        170       N/M*
Income Before Income Taxes                      1,578      1,671      -5.6%            3,134      3,250      -3.6%
Provision for Income Taxes                        582        586      -0.7%            1,122      1,147      -2.2%
         Net Income                              $996     $1,085      -8.2%           $2,012     $2,103      -4.3%

Diluted:
    Weighted Average Common Shares Outstanding  1,882      1,886      -0.2%            1,885      1,886      -0.1%
    Earnings Per Share                          $0.53      $0.58      -8.6%            $1.07      $1.12      -4.5%


* - Not meaningful.


         Selected Financial and Operating Data

EBITDA (5)                                     $3,243     $3,396      -4.5%           $6,421     $6,619      -3.0%
EBITDA margin (6)                               44.8%      46.2%   -140 bps            44.8%      45.6%    -80 bps

Dividends per share                             $0.20      $0.19       5.3%            $0.39      $0.38       2.6%
Capital expenditures                           $1,023     $1,667     -38.6%           $2,028     $3,357     -39.6%

Common shares outstanding                       1,873      1,874      -0.1%
Book value per share                            $9.48      $9.54      -0.6%
Debt ratio                                      50.3%      51.6%   -130 bps
Total employees (7)                            84,617     95,577     -11.5%





BellSouth Corporation

Normalized Earnings Summary and Reconciliation to
Reported Results

(amounts in millions, except per share data)



Second Quarter 2002                         Normalizing
                                               Items
                                    GAAP     A          D        G       J     Normalized

Operating Revenues                 $ 5,780 $ 1,455    $ -      $ -     $ -        $ 7,235
Operating Expenses                   4,535   1,167      -        -    (357)         5,345
Operating Income                     1,245     288      -        -     357          1,890
Interest Expense                       301      61      -        -       -            362
Other Income (Expense), net          (240)    (227)   159      358       -             50
Income Before Income Taxes             704       -    159      358     357          1,578
Provision for Income Taxes             411       -     35        4     132            582
      Net Income                      $293      $0   $124     $354    $225           $996

Diluted Earnings Per Share *         $0.16   $0.00  $0.07    $0.19   $0.12          $0.53




Year-to-Date 2002                        Normalizing
                                           Items
                                GAAP         A       C      D      E       F      G        J       K      Normalized

Operating Revenues             $ 11,314 $ 2,841     $ -   $ -    $ -   $ 163    $ -      $ -     $ -      $ 14,318
Operating Expenses                8,661   2,287       -     -      -       -      -     (357)      -        10,591
Operating Income                  2,653     554       -     -      -     163      -      357       -         3,727
Interest Expense                    605     116       -     -      -       -      -        -       -           721
Other Income (Expense), net         578    (438) (1,339)  388    383       -    556        -                   128
Income Before Taxes and Change    2,626       -  (1,339)  388    383     163    556      357       -         3,134
in Accounting Principle
Provision for Income Taxes        1,178       -    (482)  114    120      62    (2)      132       -         1,122
Cumulative effect of change in   (1,285)      -       -     -      -       -      -        -   1,285             -
accounting principle
      Net Income                   $163      $0   ($857)  $274  $263    $101   $558     $225  $1,285        $2,012

Diluted Earnings Per Share *      $0.09   $0.00  ($0.45) $0.15 $0.14   $0.05  $0.30    $0.12   $0.68         $1.07





Second Quarter 2001                         Normalizing
                                               Items
                                   GAAP       A       B      G     I       L      Normalized

Operating Revenues              $ 5,985  $1,387   $ (15)   $ -  $ (6)    $ -       $ 7,351
Operating Expenses                4,435   1,085     (15)     -   (15)   (143)        5,347
Operating Income                  1,550     302       -      -     9     143         2,004
Interest Expense                    334      58       -      -     -       -           392
Other Income (Expense), net         188    (244)      -    115     -       -            59
Income Before Income Taxes        1,404       -       -    115     9     143         1,671
Provision for Income Taxes          524       -       -      4     3      55           586
      Net Income                   $880      $0      $0   $111    $6     $88        $1,085

Diluted Earnings Per Share        $0.47   $0.00   $0.00  $0.06 $0.00   $0.05         $0.58





Year-to-Date 2001                           Normalizing
                                               Items
                                   GAAP       A       B      D     G       H       I        L       Normalized

Operating Revenues              $11,904  $2,672  $ (43)    $ -   $ -     $ -   $ (19)     $ -       $ 14,514
Operating Expenses                8,753   2,165    (43)      -     -     (73)    (35)    (143)        10,624
Operating Income                  3,151     507      -       -     -      73      16      143          3,890
Interest Expense                    694     116      -       -     -       -       -        -            810
Other Income (Expense), net         354    (391)     -      50   157       -       -        -            170
Income Before Income Taxes        2,811       -      -      50   157      73      16      143          3,250
Provision for Income Taxes        1,040       -      -      18     2      26       6       55          1,147
      Net Income                 $1,771      $0     $0     $32  $155     $47     $10      $88         $2,103

Diluted Earnings Per Share        $0.94   $0.00  $0.00   $0.02 $0.08   $0.02   $0.01    $0.05          $1.12



* Normalized earnings per share for second quarter 2002 and year-to-date 2002 do 
not sum due to rounding.





BellSouth Corporation

Notes to Normalized Financial and Operating 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)   Gross versus net presentation - Communications group revenues for second quarter 2001 have been reduced by
      $15 and by $43 for year-to-date 2001 to reflect a change in reporting of gross receipts taxes in Florida.
      Beginning in the fourth quarter of 2001, we are required to account for the tax collected from customers as a
      pass-through billing (I.e. net presentation). This adjustment is neutral to EBITDA as it reduces revenues and
      expenses by an equal amount.

(c)   Gain on E-Plus conversion and sale of KPN stock - In March 2002, we exchanged our 22.5% investment in E-Plus,
      a German wireless carrier, for 234.7 million shares of KPN Royal. As a result of this exchange, we recorded a
      pretax gain of $1,335 to recognize the difference between the fair value of the KPN shares obtained and our
      investment balance in E-Plus. In addition, we subsequently sold the KPN shares for cash proceeds of $1,076
      and recognized a pretax loss of $27.The amount shown also includes income of $20 generated from the
      settlement of forward contracts associated with advances to E-Plus. These advances were restructured in
      conjunction with the ownership exchange.

(d)   Losses on equity investments - Represents charges for the impairment of and open market sales of an equity
      investment in Qwest Communications. Second quarter 2002 and year-to-date 2002 also include $63 impairment
      related to an investment in Guatemala and $6 in losses for the liquidation of an investment in Crown Castle.

(e)   Brazil loan impairments - Represents recognition of an impairment on shareholder loans to our Brazilian
      equity investments, as well as the recognition of a guarantee on a portion of those operations' debt.

(f)   A&P unbilled receivable adjustment - During first quarter 2002, BellSouth determined that the unbilled
      receivable balance at its advertising and publishing subsidiary was overstated. As a result, BellSouth
      recorded a reduction to advertising and publishing revenues.

(g)   Foreign currency transaction losses - Represents net transaction losses incurred by our international
      operations related to US Dollar denominated liabilities. These losses reflect the impact of the weakening of
      those operations' local currencies against the U.S. Dollar which requires recognition in the current period
      income statement. The second quarter of 2002 foreign currency transaction losses included a $78 million (4
      cents per share) adjustment related to a miscalculation of foreign currency transaction losses in the first
      quarter of 2002.

(h)   Postretirement benefit expense - The amount shown represents expense for changes in postretirement
      medical benefit obligations.

(i)   Losses (gains) from Wireless Video Business - Represents losses incurred in 2001 related to the exit of
      the wireless video entertainment business.

(j)   Workforce Reduction - As announced May 17, BellSouth is in the process of reducing its workforce by up to
      5,000 positions to reduce operating costs in response to a slow economy, increased competition and regulatory
      pricing pressures. The charge represents the accrual for severance payments and employee benefit enhancements
      related to the workforce reduction.

(k)   Reflects a one-time charge related to the adoption of new accounting rules for goodwill, known as Financial
      Accounting Standard No. 142 (FAS 142). The non-cash charge reduced the value of goodwill on the company's
      balance sheet by approximately $1.3 billion. The effect of FAS 142 was recorded as an adjustment to
      BellSouth's first quarter 2002 results.

(l)   Adjustment to ISP Accrual - Represents the loss incurred for prior claims from competitive local exchange
      carriers regarding reciprocal compensation for ISP traffic.





BellSouth Corporation

Consolidated Statements of Income - Reported
Basis (unaudited)

(amounts in millions, except per share data)
                                                                                       Year-To-Date
                                                    2Q02       2Q01     Growth             2002       2001     Growth
Operating Revenues
    Communications group                         $ 4,631    $ 4,764      -2.8%          $ 9,276    $ 9,429      -1.6%
    Latin America                                    597        744     -19.8%            1,253      1,517     -17.4%
    Domestic advertising and publishing              538        436      23.4%              754        870     -13.3%
    All other                                         14         41     -65.9%               31         88     -64.8%
         Total Operating Revenues                  5,780      5,985      -3.4%           11,314     11,904      -5.0%

Operating Expenses
    Operational and support expenses               3,008      3,232      -6.9%            5,973      6,393      -6.6%
    Depreciation and amortization                  1,170      1,203      -2.7%            2,331      2,360      -1.2%
    Provision for restructuring and asset            357          -       N/M*              357          -       N/M*
    impairments
         Total Operating Expenses                  4,535      4,435       2.3%            8,661      8,753      -1.1%
Operating Income                                   1,245      1,550     -19.7%            2,653      3,151     -15.8%
Interest Expense                                     301        334      -9.9%              605        694     -12.8%
Other Income (Expense), net                        (240)        188        N/M              578        354        N/M
Income Before Taxes and Accounting Change            704      1,404     -49.9%            2,626      2,811      -6.6%
Provision for Income Taxes                           411        524     -21.6%            1,178      1,040      13.3%
Cumulative Effect of Change in Accounting              -          -       N/M*          (1,285)          -        N/M
Principle
         Net Income                                 $293       $880     -66.7%              163     $1,771     -90.8%

Diluted:
    Weighted Average Common Shares Outstanding     1,882      1,886      -0.2%            1,885      1,886      -0.1%
    Earnings Per Share                             $0.16      $0.47     -66.0%            $0.09      $0.94     -90.4%


* - Not meaningful.



Selected Financial and Operating Data

EBITDA (5)                                        $2,772     $2,753       0.7%           $5,341     $5,511      -3.1%
EBITDA margin (6)                                  48.0%      46.0%    200 bps            47.2%      46.3%     90 bps
Return on average equity (annualized)               6.5%      19.9%  -1340 bps             1.8%      20.3%  -1850 bps
Return on average total capital (annualized)        5.8%      12.5%   -670 bps             3.6%      12.9%   -930 bps





BellSouth Corporation

Consolidated Balance Sheets (unaudited)

(amounts in millions, except per share data)

                                                                                        June 30,           December 31,
                                                                                            2002                   2001
Assets
Current Assets:
      Cash and cash equivalents                                                            $2,114                   $592
      Accounts receivable, net of allowance for uncollectibles of $441 and                  4,270                  4,989
      $466
      Material and supplies                                                                   328                    382
      Other current assets                                                                    852                    892
            Total Current Assets                                                            7,564                  6,855

Investments and Advances                                                                    9,866                 10,620
Property, Plant and Equipment, net                                                         24,247                 24,943
Deferred Charges and Other Assets                                                           5,566                  5,122
Goodwill                                                                                      358                  1,639
Intangible Assets, net                                                                      2,685                  2,867
Total Assets                                                                              $50,286                $52,046

Liabilities and Shareholders' Equity
Current Liabilities:
      Debt maturing within one year                                                        $5,406                 $5,111
      Accounts payable                                                                      1,585                  1,656
      Other current liabilities                                                             3,593                  3,301
            Total Current Liabilities                                                      10,584                 10,068

Long-Term Debt                                                                             12,635                 15,014

Noncurrent Liabilities:
      Deferred income taxes                                                                 4,076                  3,206
      Other noncurrent liabilities                                                          5,247                  5,161
            Total Noncurrent Liabilities                                                    9,323                  8,367

Shareholders' Equity:
      Common stock, $1 par value                                                            2,020                  2,020
      Paid-in capital                                                                       6,878                  6,875
      Retained earnings                                                                    14,485                 15,137
      Accumulated other comprehensive income                                                (476)                  (294)
      Shares held in trust and treasury                                                   (5,104)                (4,996)
      Guarantee of ESOP debt                                                                 (59)                  (145)
            Total Shareholders' Equity                                                     17,744                 18,597
Total Liabilities and Shareholders' Equity                                                $50,286                $52,046




BellSouth Corporation

Consolidated Statements of Cash Flows (unaudited)

(amounts in millions)
                                                                                       Year-To-Date
                                                                2Q02       2Q01            2002        2001
Cash Flows from Operating Activities:
Net income                                                     $ 293      $ 880            $ 163    $ 1,771
Adjustments to net income:
     Depreciation and amortization                             1,170      1,203            2,331      2,360
     Provision for uncollectibles                                255        113              411        219
     Net losses (earnings) of equity affiliates                (176)      (106)            (341)      (190)
     Dividends received from equity affiliates                     -        185                -        214
     Minority interests in income of subsidiaries                  4          5             (77)       (10)
     Deferred income taxes                                       198        140              809        156
     Net losses on sale or impairment of equity                  152          -              388         50
     securities
     Postretirement benefit curtailment charge                     -          -                -         72
     related to Cingular
     Brazil loan impairments                                       -          -              383          -
     A&P unbilled receivable adjustment                            -          -              163          -
     Provision for restructurings and asset                      357          -              357          -
     impairments
     Foreign currency transaction losses                         358        115              556        157
     Cumulative effect of change in accounting                     -          -            1,285          -
     principle
     (Gain) loss on sale/disposal of operations                    -          -          (1,318)          -
Net change in:
     Accounts receivable and other current assets              (108)         11               86      (199)
     Accounts payable and other current liabilities              169      (180)            (310)      (287)
     Deferred charges and other assets                         (270)      (240)            (455)      (519)
     Other liabilities and deferred credits                       38        167                -        138
Other reconciling items, net                                    (40)       (39)               34        (5)
Net cash provided by operating activities                      2,400      2,254            4,465      3,927

Cash Flows from Investing Activities:
Capital expenditures                                         (1,023)    (1,667)          (2,028)    (3,357)
Investments in and advances to equity affiliates                   -       (45)              (7)      (160)
Purchase of wireless license                                       -          -                -       (10)
Proceeds from sale of equity securities                          120         18            1,454      1,018
Purchases of short-term investments                                -          -                -       (76)
Proceeds from disposition of short-term investments                2          1                2        108
Proceeds from repayment of loans and advances                      -          1              426          6
Investment in debt securities                                      -          -                -      (176)
Other investing activities, net                                   66       (57)               63       (42)
Net cash used for investing activities                         (835)    (1,749)             (90)    (2,689)

Cash Flows from Financing Activities:
Net borrowing (repayments) of short-term debt                  (431)    (1,265)          (1,393)    (2,251)
Proceeds from long-term debt                                       4      1,075                8      1,819
Repayments of long-term debt                                   (558)       (30)            (568)      (547)
Dividends paid                                                 (356)      (361)            (713)      (712)
Purchase of treasury shares                                    (189)          -            (189)          -
Other financing activities, net                                   18         22                2         50
Net cash used for financing activities                       (1,512)      (559)          (2,853)    (1,641)

Net Increase (Decrease) in Cash and Cash Equivalents              53       (54)            1,522      (403)
Cash and Cash Equivalents at Beginning of Period               2,061        712              592      1,061
Cash and Cash Equivalents at End of Period                   $ 2,114      $ 658          $ 2,114      $ 658




BellSouth Corporation

Results by Segment (amounts in millions) (unaudited)

Communications Group (1)
                                                                                      Year-To-Date
                                                        2Q02      2Q01     Growth             2002      2001    Growth
Operating Revenues
     Local service                                    $2,939    $2,952      -0.4%           $5,880    $5,850       0.5%
     Network access                                    1,182     1,224      -3.4%            2,387     2,459      -2.9%
     Long distance                                       213       175      21.7%              418       346      20.8%
     Other                                               337       434     -22.4%              668       801     -16.6%
           Total Operating Revenues                    4,671     4,785      -2.4%            9,353     9,456      -1.1%

Operating Expenses
     Operational and support expenses                  2,361     2,342       0.8%            4,665     4,527       3.0%
     Depreciation and amortization                     1,023     1,013       1.0%            2,038     1,989       2.5%
           Total Operating Expenses                    3,384     3,355       0.9%            6,703     6,516       2.9%
Operating Income                                       1,287     1,430     -10.0%            2,650     2,940      -9.9%
Interest Expense                                         120       165     -27.3%              245       333     -26.4%
Other Income, net                                        (3)         5       N/M*              (3)        17       N/M*
Income Before Income Taxes                             1,164     1,270      -8.3%            2,402     2,624      -8.5%
Provision for Income Taxes                               435       451      -3.5%              903       950      -4.9%
           Segment Net Income(1)                        $729      $819     -11.0%           $1,499    $1,674     -10.5%


* - Not meaningful.




Selected Financial and Operating Data

(amounts in millions)

EBITDA (5)                                            $2,310    $2,443      -5.4%           $4,688    $4,929      -4.9%
EBITDA margin (6)                                      49.5%     51.1%   -160 bps            50.1%     52.1%   -200 bps
Data service revenues                                 $1,075    $1,014       6.0%           $2,179    $1,982       9.9%
Calling feature revenues                                $589      $573       2.8%           $1,181    $1,136       4.0%
Access minutes of use                                 25,073    27,986     -10.4%           50,656    56,416     -10.2%
Capital expenditures                                    $918    $1,417     -35.2%           $1,840    $2,894     -36.4%
IntraLata Toll Messages                                   97       111     -12.6%              193       222     -13.1%

Wholesale Lines (thousands)                            2,070     1,501      37.9%
DSL customers (thousands)                                803       381     110.8%





BellSouth Corporation

Results by Segment (unaudited)

Supplemental Operating Data (in thousands)

Communications Group - Network Access Lines In Service(b)

                                                            2Q02       2Q01      Growth
Access lines (b)
     Residence
          Retail
               Primary                                    13,670     14,162      -3.5%
               Additional                                  2,107      2,358     -10.6%
               Total Retail Residence                     15,777     16,520      -4.5%
          Wholesale
               Resale                                        402        491     -18.1%
               UNE-P                                         586        114     414.0%
               Total Wholesale Residence                     988        605      63.3%
     Total Residence                                      16,765     17,125      -2.1%
     Business
          Retail
               Voice                                       5,887      6,399      -8.0%
               ISDN                                        1,630      1,396      16.8%
               Total Retail Business                       7,517      7,795      -3.6%
          Wholesale
               Resale                                        130        246     -47.2%
               UNE-P                                         532        271      96.3%
               Total Wholesale Business                      662        517      28.0%
     Total Business                                        8,179      8,312      -1.6%

     Other Retail / Wholesale Lines                          194        229     -15.3%

     Total Access Lines in Service                        25,138     25,666      -2.1%

Access Line Equivalents (c)
     Selected digital data services:
               Unbundled Loops                               398        376       5.9%
               DS0 & ADSL                                  5,142      2,627      95.7%
               DS1                                         6,721      6,246       7.6%
               DS3 & higher                               30,505     24,744      23.3%
     Total digital data lines in service                  42,766     33,993      25.8%

Total equivalent access lines in service                  67,904     59,659      13.8%


(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 counts include amounts for switched access lines, Basic Rate ISDN (converted at
     1.5:1), Primary Rate ISDN (converted at 24:1) and UNE Combos.

(c)  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 switced access line
     based on transport capacity. While the revenues generated by access line equivalents have
     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)

                                                                                       Year-To-Date
                                                    2Q02       2Q01      Growth           2002        2001      Growth
Operating Revenues
    Service revenues (4)                          $1,398     $1,312       6.6%           $2,724     $2,517       8.2%
    Equipment and other revenues                     102        102       0.0%              193        207      -6.8%
        Total Operating Revenues                   1,500      1,414       6.1%            2,917      2,724       7.1%
Operating Expenses
    Operational and support expenses               1,028        921      11.6%            1,999      1,846       8.3%
    Depreciation and amortization                    183        190      -3.7%              363        370      -1.9%
        Total Operating Expenses                   1,211      1,111       9.0%            2,362      2,216       6.6%
Operating Income                                     289        303      -4.6%              555        508       9.3%
Interest Expense                                      89         80      11.3%              179        160      11.9%
Other Income (Expense), net                          (41)       (14)      N/M               (66)        6        N/M
Income Before Income Taxes                           159        209     -23.9%              310        354     -12.4%
Provision for Income Taxes                            60         82     -26.8%              119        137     -13.1%
        Segment Net Income(1)                        $99       $127     -22.0%             $191       $217     -12.0%


* - Not meaningful.



Selected Financial and Operating Data

(amounts in millions, except customer data in thousands)

EBITDA (5)                                          $472       $493      -4.3%             $918       $878       4.6%
EBITDA margin (6)(c)                               33.8%      37.6%   -380 bps            33.7%      34.9%   -120 bps

Average monthly revenue per customer (8)(d)          $52        $52       0.0%              $51        $51       0.0%
Customer net adds in period:
    Cellular and PCS                                 141        273     -48.4%              235        615     -61.8%
    Data (Cingular Interactive)                        9         13     -30.8%               22         47     -53.2%

Customers:
    Cellular and PCS                               8,873      8,487       4.5%
    Data (Cingular Interactive)                      315        276      14.1%
POPs                                              87,600     84,400       3.8%
Penetration rate (10)                              11.2%      11.1%     10 bps



(a) The domestic wireless segment is comprised of BellSouth's 40% share of the
    reported results of Cingular Wireless.

(b) Customer data for 2001 period, including POPs, penetration rate and average monthly revenue per customer, is
    comprised of BellSouth's 40% share of the managed results of Cingular Wireless. Cingular managed POPs includes new
    spectrum in New York and Salt Lake City. This additional spectrum is not factored into the penetration rate since
    this spectrum was not operational during the periods presented.

(c) EBITDA margin denominator includes service revenues only.

(d) Average monthly revenue per customer excludes Cingular Interactive.




BellSouth Corporation

Results by Segment (amounts in millions) (unaudited)

Latin America Group (1)(2)
                                                                                       Year-To-Date
                                                     2Q02       2Q01      Growth           2002        2001      Growth
Operating Revenues
    Service revenues (4)                             $481       $629     -23.5%           $1,027     $1,271     -19.2%
    Equipment and other revenues                       98         97       1.0%              208        236     -11.9%
    Advertising and publishing revenues                19         23     -17.4%               22         24      -8.3%
        Total Operating Revenues                      598        749     -20.2%            1,257      1,531     -17.9%
Operating Expenses
    Operational and support expenses                  400        505     -20.8%              878      1,135     -22.6%
    Depreciation and amortization                     118        155     -23.9%              236        309     -23.6%
        Total Operating Expenses                      518        660     -21.5%            1,114      1,444     -22.9%
Operating Income                                       80         89       N/M*              143         87       N/M*
Interest Expense                                       37         55     -32.7%               79        115     -31.3%
Other Income (Expense), net                          (14)       (14)        N/M             (29)       (13)        N/M
Income Before Income Taxes                             29         20        N/M               35       (41)        N/M
Provision for Income Taxes                             15         27        N/M               17         29        N/M
        Segment Net Income(1)                         $14       ($7)        N/M              $18      ($70)        N/M


* - Not meaningful.



Selected Financial and Operating Data

(amounts in millions, except customer data in thousands)

EBITDA (5)                                           $198       $244     -18.9%             $379       $396      -4.3%
EBITDA margin (6)                                   33.1%      32.6%     50 bps            30.2%      25.9%    430 bps

Average monthly revenue per customer (9)              $20        $26     -23.1%              $22        $27     -18.5%
Customer net adds in period (excluding               (68)        224    -130.4%              255        939     -72.8%
ownership changes)

Customers (voice)                                   7,840      8,008      -2.1%
POPs                                              162,100    156,200       3.8%
Penetration rate (10)                                4.8%       5.1%    -30 bps




BellSouth Corporation

Proportionate Basis(3) - Selected Financial and Operating Data
(Amounts in millions, except customer data in thousands)

Latin America Group (1)(2)
                                                                                       Year-To-Date
                                                   2Q02       2Q01      Growth           2002        2001      Growth

Operating revenues                                 $580       $701     -17.3%           $1,200     $1,413     -15.1%
EBITDA (5)                                         $190       $222     -14.4%             $368       $376      -2.1%
EBITDA margin(6)                                  32.8%      31.7%    110 bps            30.7%      26.6%    410 bps

Average monthly revenue per customer (9)            $20        $26     -23.1%              $22        $27     -18.5%
Customer net adds in period (excluding               11        272     -96.0%              321        885     -63.7%
ownership changes)

Customers (voice)                                 7,716      7,566       2.0%
POPs                                            156,770    152,056       3.1%
Penetration rate (10)                              4.9%       5.0%    -10 bps




BellSouth Corporation

Worldwide Wireless (unaudited)
Customers and POPs by Country

(Proportionate Basis(3) in thousands)

                                                      Customers As of                   POPs As of
 Country                  Brand                          2Q02       2Q01     Growth          2Q02       2Q01      Growth

United States             Cingular Wireless             8,873      8,487       4.5%         87,600     84,400       3.8%

Argentina                 Movicom BellSouth               905      1,126     -19.6%         24,375     23,270       4.7%
Brazil                           BCP                    1,254      1,183       6.0%         20,801     20,704       0.5%
Chile                         BellSouth                 1,020        800      27.5%         15,400     15,100       2.0%
Colombia                      BellSouth                   863        777      11.1%         28,375     27,451       3.4%
Ecuador                       BellSouth                   406        241      68.5%         11,443     11,086       3.2%
Guatemala                     BellSouth                    87         29       N/M*          7,020      7,140      -1.7%
Nicaragua                     BellSouth                   160        127      26.0%          2,581      2,581         --
Panama                        BellSouth                   135        112      20.5%          1,311      1,223       7.2%
Peru                          BellSouth                   468        373      25.5%         25,428     24,403       4.2%
Uruguay                   Movicom BellSouth                70         63      11.1%            966        966         --
Venezuela                 Telcel BellSouth              2,348      2,735     -14.1%         19,070     18,132       5.2%

Total Latin America                                     7,716      7,566       2.0%        156,770    152,056       3.1%

Denmark                        Sonofon                    475        412      15.3%          2,465      2,465         --
Israel                         Cellcom                    817        712      14.7%          2,119      2,119         --
                                                        1,292      1,124      14.9%          4,584      4,584         --
Total Worldwide Wireless                               17,881     17,177       4.1%        248,954    241,040       3.3%



* - Not meaningful.





BellSouth Corporation

Results by Segment (amounts in millions) (unaudited)

Domestic Advertising & Publishing (1)
                                                                                       Year-To-Date
                                                  2Q02       2Q01      Growth            2002        2001      Growth

Total Operating Revenues                         $ 543      $ 443       22.6%            $ 926      $ 880       5.2%
Operating Expenses
    Operational and support expenses               296        241       22.8%              501        445      12.6%
    Depreciation and amortization                    8          6       33.3%               14         13       7.7%
         Total Operating Expenses                  304        247       23.1%              515        458      12.4%
Operating Income                                   239        196       21.9%              411        422      -2.6%
Interest Expense                                     3          3        0.0%                6         11     -45.5%
Other Income, net                                    1          -        N/M*                1          4       N/M*
Income Before Income Taxes                         237        193       22.8%              406        415      -2.2%
Provision for Income Taxes                          91         74       23.0%              156        159      -1.9%
         Segment Net Income(1)                    $146       $119       22.7%             $250       $256      -2.3%

EBITDA (5)                                        $247       $202       22.3%             $425       $435      -2.3%
EBITDA margin (6)                                45.5%      45.6%     -10 bps            45.9%      49.4%   -350 bps


* - Not meaningful.




BellSouth Corporation

Notes


(1)  Segment net income (loss) is based on normalized results which exclude certain one-time
     transactions and certain corporate intercompany billings. Intersegment revenues are not
     eliminated for purposes of management reporting.

(2)  Results for the Latin America segment are reported one month in arrears.

(3)  Proportionate basis financial and operating data reflect our ownership interest in the total
     operating results for each of our wireless properties, both domestic and international, whether
     or not consolidated for financial statement presentation purposes.

(4)  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 and on a net basis for the Latin America segment.

(5)  EBITDA is defined as operating revenues less operational and support expenses.

(6)  EBITDA margin is calculated by dividing EBITDA by operating revenues.

(7)  Prior period has been adjusted for the transfer of 12,377 employees from our former domestic
     wireless operations.

(8)  For the Domestic Wireless segment, average monthly revenue per customer is calculated by
     dividing average monthly revenue by average customers. Average monthly revenue includes
     activation fees, access, airtime, roaming (gross), long distance and value added services.

(9)  For the Latin America segment, average monthly revenue per customer is calculated by dividing
     average monthly revenue by average customers. Average monthly revenue includes activation fees,
     access, airtime, roaming (net), long distance and value added services.

(10) Penetration rate is calculated by dividing customers by POPs (excludes POPs in markets where
     service has not been initiated).




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