RNS Number:7991C
Bellsouth Corp
22 October 2002

For Immediate Release

October 22, 2002

For More Information Contact:

Jeff Battcher 404-249-2793


                    BellSouth Reports Third Quarter Earnings

ATLANTA - BellSouth Corporation (NYSE: BLS) reported earnings per share (EPS) of
39 cents in the third quarter of 2002, compared to breakeven EPS (0 cents) in
the same quarter of 2001. Normalized for special items, EPS in the third quarter
of 2002 was 52 cents, compared to normalized EPS of 59 cents in the same quarter
a year ago.

Capital expenditures for the first nine months totaled $2.9 billion, a reduction
of 39.4 percent compared to $4.7 billion during the same period a year earlier.
Operating free cash flow (defined as cash flow from operations less capital
expenditures) was $1.5 billion in the third quarter of 2002, and totaled $3.7
billion year-to-date. Total debt has been reduced $2.5 billion, or 12.2 percent,
since the beginning of 2002.

Consolidated revenues, which do not include BellSouth's 40 percent share of
Cingular Wireless, were $5.54 billion, compared to $6.01 billion in the third
quarter of 2001. Normalized total operating revenues, which include Cingular,
were $7.02 billion, a decline of 5.7 percent versus the third quarter of 2001.

Reported net income was $733 million, compared to reported net income of $7
million in the third quarter a year ago. Normalized net income was $970 million,
compared to $1.12 billion in the third quarter of 2001.


BellSouth's operating results continued to reflect weak demand for
communications services, both in the United States and Latin America. The impact
of retail access line market share loss in the U.S., 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 demand and financial results.

The company said it is eliminating certain service offerings, resulting in a
charge in the third quarter. See Special Items below.

Communications Group

Total Communications Group revenues were $4.62 billion, a decline of 3.7 percent
compared to the third quarter of 2001. Cash operating expenses decreased 3.7
percent, primarily as a function of reduced labor expense. BellSouth added
121,000 new DSL high-speed Internet service customers in the third quarter,
compared to 74,000 in the previous three months. DSL customers nearly doubled on
an annual basis, increasing 99.6 percent to 924,000 at September 30. Data
revenues were $1.07 billion, a decline of 1.3 percent compared to the third
quarter of 2001.

At the end of the quarter, BellSouth was serving approximately 416,000 consumer
and business long distance customers. These included approximately 11 percent of
its residence and approximately 21 percent of its mass market small business
accounts in Georgia and Louisiana, where the company has been marketing long
distance since late May. On September 27, it launched BellSouth(R) Long Distance
service in five additional states. Long Distance applications for BellSouth's
two remaining states, Florida and Tennessee, are currently being considered by
the Federal Communications Commission.

The company launched the BellSouth(R) Answers package in all its states in late
July. With BellSouth Answers, residential customers combine on a single bill the
wireline and wireless communications services they want. The introduction of
long distance service and BellSouth Answers helped increase the number of
customers purchasing packages that combine local service with additional data,
voice, wireless and Internet services to approximately 1 million.

Domestic Wireless / Cingular

BellSouth's share of Cingular's domestic wireless revenues in the third quarter
of 2002 was $1.51 billion, a gain of 3.1 percent compared to the same quarter a
year ago. BellSouth's share of Cingular operating income was $247 million in the
quarter, compared to $291 million in the same three months of 2001. Cingular
experienced a net reduction of 107,000 customers during the third quarter,
ending the quarter with 22.1 million cellular and PCS customers nationwide.

Latin America Group

Consolidated Latin America revenues were $495 million in the third quarter of
2002, a decline of 30.9 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.
EBITDA (earnings before interest, taxes, and depreciation and amortization)
margin increased to 34.1 percent from 31.3 percent in the third quarter of 2001.

On a consolidated basis, Latin America Group wireless voice customers declined
by 152,000 during the third quarter, compared to a net reduction of 68,000
customers in the second quarter of 2002. Year-over-year, customers declined by
179,000, or 2.2 percent. BellSouth and its partners serve a total of 11.3
million customers in 11 Central and South American countries, including 225,000
fixed wireless customers.

Latin America segment and BellSouth's consolidated results include a favorable
tax adjustment of $33 million related to one of the Latin American investments.

Advertising & Publishing

Domestic Advertising & Publishing revenues were $464 million in the third
quarter of 2002, a decline of 6.5 percent compared to the same period of the
prior year. EBITDA margin decreased to 43.5 percent due to increased
uncollectible expense as a result of continued economic weakness.

Special Items

In the third quarter of 2002, the difference between reported EPS of 39 cents
and normalized EPS of 52 cents is the result of four special charges:

Workforce reduction 6 cents

Service curtailments/Asset impairments 5 cents

Foreign currency transaction losses 1 cent

Early extinguishment of debt 1 cent

Total of special charges 13 cents

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 third quarter true-up for severance
costs associated with the workforce reduction. Also included are pension
settlement losses. An initial charge of 12 cents per share was recognized in the
second quarter.

Service curtailments/Asset impairments - BellSouth recognized charges related to
its decision to eliminate sales of certain services related to wholesale long
distance, e-business centers and, as previously announced, public communications
(pay phones). In order to meet the needs of existing and new customers,
BellSouth will collaborate with other providers of these services. BellSouth
also will discontinue operations at its multi-media Internet exchange in Miami.
Charges relate primarily to asset impairments, early termination penalties on
contracts and leases, and severance for affected employees.


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

Early extinguishment of debt -- BellSouth incurred one-time expenses associated
with the early extinguishment of $620 million of long-term debt.

2002 Guidance

Company guidance for full year 2002 remains as follows:
Total operating revenue growth (including Cingular)                     -2% to -3%
Normalized earnings per share*                                          $2.06 to $2.13
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, Georgia, 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 solutions to large, medium and small businesses. In the
residential market, BellSouth offers DSL high-speed Internet access, advanced
voice features and other services. BellSouth offers long distance service for
both business and consumer customers in Alabama, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina and South Carolina. The company's BellSouth(R)
Answers package combines local and long distance service with an array of
calling features; wireless data, voice and e-mail services; and high-speed DSL
or dial-up Internet service. BellSouth also provides online and directory
advertising services through BellSouth(R) Real PagesSM.com and The Real Yellow
Pages(R).

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

Further information about BellSouth's third 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 Executive Director Patrick Moore. 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 October 29. The replay can be accessed by dialing:

Domestic: 800-642-1687 - Reservation number: 5585422

International: 706-645-9291 - Reservation number: 5585422

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)
currency devaluations and continued economic weakness in certain international
markets in which we operate or have material investments; (iii) the intensity of
competitive activity and its resulting impact on pricing strategies and new
product offerings; (iv) higher than anticipated cash requirements for
investments, new business initiatives and acquisitions; (v) unfavorable
regulatory actions and (vi) 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, as shown on page 5, 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 2, 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.
Certain reclassifications have been made to prior periods to conform to the
current presentation.

                                                                                                     Year-to-Date
                                       3Q02        3Q01      Growth       2Q02      Growth      2002     2001    Growth

Operating Revenues
  Communications group              $ 4,539    $ 4,733          -4.1% $ 4,586         -1.0%   $ 13,739 $ 14,067    -2.3%
  Domestic wireless                 1,511      1,465             3.1% 1,500            0.7%   4,428    4,189        5.7%
  Latin America                     494        710             -30.4% 597            -17.3%   1,747    2,227      -21.6%
  Domestic advertising and          458        493              -7.1% 538            -14.9%   1,375    1,363        0.9%
  publishing
  All other                         13         37              -64.9% 14              -7.1%   44       106        -58.5%
    Total Operating Revenues             7,015        7,438     -5.7%        7,235    -3.0%     21,333   21,952    -2.8%

Operating Expenses
  Operational and support           3,901      4,064            -4.0% 3,992           -2.3%   11,798   11,959      -1.3%
  expenses
  Depreciation and amortization     1,351      1,376            -1.8% 1,353           -0.1%   4,045    4,105       -1.5%
    Total Operating Expenses        5,252      5,440            -3.5% 5,345           -1.7%   15,843   16,064      -1.4%
Operating Income                    1,763      1,998           -11.8% 1,890           -6.7%   5,490    5,888       -6.8%
Interest Expense                    348        360              -3.3% 362             -3.9%   1,069    1,170       -8.6%
Other Income (Expense), net         55         105               N/M* 50               N/M*   183      275          N/M*
Income Before Income Taxes          1,470      1,743           -15.7% 1,578           -6.8%   4,604    4,993       -7.8%
Provision for Income Taxes          500        625             -20.0% 582            -14.1%   1,622    1,772       -8.5%
    Net Income                            $970       $1,118    -13.2%         $996    -2.6%     $2,982   $3,221    -7.4%

Diluted:
  Weighted Average Common Shares    1,870      1,887            -0.9% 1,882           -0.6%   1,880    1,886       -0.3%
  Outstanding
  Earnings Per Share                     $0.52        $0.59    -11.9%        $0.53    -1.9%      $1.59    $1.71    -7.0%

* - Not meaningful.


Selected Financial and Operating Data

EBITDA (5)                              $3,114       $3,374     -7.7%       $3,243    -4.0%     $9,535   $9,993    -4.6%
EBITDA margin (6)                        44.4%        45.4%  -100 bps        44.8%  -40 bps      44.7%    45.5%  -80 bps

Dividends per share                      $0.20        $0.19      5.3%        $0.20     0.0%      $0.59    $0.57     3.5%
Capital expenditures                      $835       $1,367    -38.9%       $1,023   -18.4%     $2,863   $4,724   -39.4%

Common shares outstanding           1,862      1,877            -0.8% 1,873           -0.6%
Book value per share                     $9.43        $9.61     -1.9%        $9.48    -0.5%
Debt ratio                               50.1%        52.6%  -250 bps        50.3%  -20 bps
Total employees (7)                 80,882     91,306          -11.4% 84,617          -4.4%



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

Third Quarter                                   Normalizing Items
2002
                                GAAP     A       G      J      M      O    Normalized

Operating                      $ 5,542 $ 1,473   $ -     $ -    $ -    $ -    $ 7,015
Revenues                               
Operating                      4,354   1,225  -       (192)  -      (135)  5,252
Expenses
Operating                      1,188   248    -       192    -      135    1,763
Income
Interest                       285     63     -       -      -      -      348
Expense
Other Income (Expense), net    213     (185)  (10)    -      37     -      55
Income Before Income Taxes     1,116   -      (10)    192    37     135    1,470
Provision for Income Taxes     383     -      (23)    75     15     50     500
              Net Income          $733     $0     $13   $117    $22    $85    $970

Diluted Earnings Per Share *     $0.39  $0.00   $0.01  $0.06  $0.01  $0.05   $0.52


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

Operating                     $16,856 $4,314  $ -     $ -    $ -    $163 $ -     $ -    $ -     $ -    $ -    $21,333
Revenues                        
Operating                      13,015  3,512  -       -      -      -      -       (549)  -       -      (135)  15,843
Expenses
Operating                      3,841   802    -       -      -      163    -       549    -       -      135    5,490
Income
Interest                       890     179    -       -      -      -      -       -      -       -      -      1,069
Expense
Other Income (Expense), net    791     (623)  (1,339) 388    383    -      546     -      -       37            183
Income Before Taxes and Change 3,742   -      (1,339) 388    383    163    546     549    -       37     135    4,604
in Accounting Principle
Provision for Income Taxes     1,561   -      (482)   114    120    62     (25)    207    -       15     50     1,622
Cumulative effect of change in (1,285) -      -       -      -      -      -       -      1,285   -      -      -
accounting principle
              Net Income          $896     $0  ($857)   $274   $263   $101    $571   $342  $1,285    $22    $85  $2,982

Diluted Earnings Per Share *     $0.48  $0.00 ($0.46)  $0.15  $0.14  $0.05   $0.30  $0.18   $0.68  $0.01  $0.05   $1.59

* Normalized earnings per share for year-to-date 2002 does not sum due to rounding.





Third Quarter                                       Normalizing Items
2001
                               GAAP     A       B      D      G      I       N    Normalized

Operating                      $ 6,013 $1,443 $(15)  $ -    $ -    $ (3)  $ -     $7,438
Revenues                                                                   
Operating                      4,316   1,152  (15)    -      -      (13)   -       5,440
Expenses
Operating                      1,697   291    -       -      -      10     -       1,998
Income
Interest                       304     56     -       -      -      -      -       360
Expense
Other Income (Expense), net    (1,336) (235)  -       1,645  56     (1)    (24)    105
Income Before Income Taxes     57      -      -       1,645  56     9      (24)    1,743
Provision for Income Taxes     50      -      -       576    1      3      (5)     625
              Net Income            $7     $0      $0 $1,069    $55     $6   ($19) $1,118

Diluted Earnings Per Share       $0.00  $0.00   $0.00  $0.57  $0.03  $0.00 ($0.01)  $0.59


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

Operating                     $17,917 $4,115 $(58)  $ -    $ -    $ -    $ (22)  $ -    $ -     $ 21,952
Revenues                                                                            
Operating                      13,069  3,317  (58)    -      -      (73)   (48)    (143)  -       16,064
Expenses
Operating                      4,848   798    -       -      -      73     26      143    -       5,888
Income
Interest                       998     172    -       -      -      -      -       -      -       1,170
Expense
Other Income (Expense), net    (982)   (626)  -       1,695  212    -      -       -      (24)    275
Income Before Income Taxes     2,868   -      -       1,695  212    73     26      143    (24)    4,993
Provision for Income Taxes     1,090   -      -       594    2      26     10      55     (5)     1,772
              Net Income        $1,778     $0      $0 $1,101   $210    $47     $16    $88   ($19) $3,221

Diluted Earnings Per Share       $0.94  $0.00   $0.00  $0.58  $0.11  $0.02   $0.01  $0.05 ($0.01)  $1.71

* Normalized earnings per share for year-to-date 2001 does 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 third
quarter 2001 have been reduced by $15 and by $58 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 included $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 Latin American operations related primarily 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.

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

(i) Results of 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, 2002, 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 in third
quarter represents the accrual for severance payments and employee benefits
enhancements ($53 after tax). Also includes Pension settlement losses 
($65 after tax) primarily resulting from the workforce reduction. An initial 
accrual related to the plan was recognized in second quarter 2002 results.

(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.

(m) Early extinguishment of debt - Represents one-time expenses associated
with the early extinguishment of $620 million of long-term debt.

(n) Gain on sale of Skycell

(o) Service curtailments/Asset impairments - Represents charges related to
the decision to elimate sales of certain services: wholesale long distance
($17 after tax), e-business services ($44 after tax),
multi-media internet exchange ($20 after tax) and public communications
(pay phones) ($4 after tax). Charges relate to asset impairments, early
termination penalties on contracts and leases, and severance for affected 
employees.




BellSouth Corporation
Consolidated Statements of Income - Reported Basis (unaudited)
(amounts in millions, except per share data)
                                                                                            Year-To-Date
                                         3Q02     3Q01    Growth    2Q02    Growth          2002       2001    Growth
Operating Revenues                                                                        
         Communications group          $ 4,577  $ 4,770    -4.0%  $ 4,631    -1.2%         $ 13,853   $ 14,199   -2.4%
         Latin                         494      710        -30.4% 597        -17.3%        1,747      2,227      -21.6%
         America
         Domestic advertising and      458      493        -7.1%  538        -14.9%        1,212      1,363      -11.1%
         publishing
         All other                     13       40         -67.5% 14         -7.1%         44         128        -65.6%
                    Total Operating       5,542    6,013   -7.8%    5,780    -4.1%             16,856   17,917    -5.9%
                    Revenues

Operating Expenses
         Operational and support       2,867    3,138      -8.6% 3,008       -4.7%         8,840      9,531       -7.3%
         expenses
         Depreciation and              1,161    1,178      -1.4% 1,170       -0.8%         3,492      3,538       -1.3%
         amortization
         Provision for restructuring   326      -            N/M* 357         N/M*         683          -          N/M*
         and asset impairments
                    Total Operating    4,354    4,316        0.9% 4,535      -4.0%         13,015     13,069      -0.4%
                    Expenses
Operating Income                       1,188    1,697      -30.0% 1,245      -4.6%         3,841      4,848      -20.8%
Interest Expense                       285      304         -6.3% 301        -5.3%         890        998        -10.8%
Other Income                           213      (1,336)       N/M (240)        N/M         791       (982)         N/M
(Expense), net
Income Before Taxes and Accounting     1,116    57            N/M 704        58.5%         3,742      2,868       30.5%
Change
Provision for                          383      50         666.0% 411        -6.8%         1,561      1,090       43.2%
Income Taxes
Cumulative Effect of Change in         -        -             N/M -           N/M         (1,285)      -           N/M
Accounting Principle
                    Net Income             $733       $7      N/M     $293   150.2%             $896   $1,778    -49.6%
Diluted:
         Weighted Average Common       1,870    1,887       -0.9% 1,882      -0.6%         1,880      1,886       -0.3%
         Shares Outstanding
         Earnings Per Share               $0.39    $0.00     N/M     $0.16   143.8%            $0.48    $0.94    -48.9%

* - Not meaningful.

Selected Financial and Operating Data

EBITDA(5)                                $2,675   $2,875    -7.0%   $2,772   -3.5%            $8,016   $8,386     -4.4%
EBITDA margin (6)                         48.3%    47.8%   50 bps    48.0%   30 bps            47.6%    46.8%    80 bps
Return on average equity (annualized)     16.5%     0.2% 1630 bps     6.5% 1000 bps             6.6%    13.4%  -680 bps
Return on average total capital           11.0%     2.9%  810 bps     6.0%  500 bps             6.0%     9.5%  -350 bps 
annualized)



BellSouth Corporation
Consolidated Balance Sheets (unaudited)
(amounts in millions, except per share data)
                                                              September December   Change            September  Change
                                                                 30,       31,       vs.                30,       vs.
                                                                2002      2001      Prior              2001      Prior
                                                                                  Year-End                       Year

Assets
Current Assets:
          Cash and cash equivalents                              $2,050      $592    $1,458               $854    $1,196
          Accounts receivable, net of allowance for               4,150     4,989     (839)              4,931     (781)
          uncollectibles of $453, $466, and $407
          Material and supplies                                     295       382      (87)                377      (82)
          Other current assets                                    1,053       892       161              1,151      (98)
                          Total Current Assets                    7,548     6,855       693              7,313       235

Investments and Advances                                         10,016    10,620     (604)             10,546     (530)
Property, Plant and Equipment, net                               23,660    24,943   (1,283)             25,233   (1,573)
Deferred Charges and Other Assets                                 5,666     5,122       544              4,876       790
Goodwill                                                            304     1,639   (1,335)              1,709   (1,405)
Intangible Assets, net                                            2,567     2,867     (300)              2,564         3
Total                                                           $49,761   $52,046  ($2,285)            $52,241  ($2,480)
Assets

Liabilities and Shareholders' Equity
Current Liabilities:
          Debt maturing within one year                          $5,387    $5,111      $276             $6,961  ($1,574)
          Accounts payable                                        1,281     1,656     (375)              1,613     (332)
          Other current liabilities                               3,495     3,301       194              4,241     (746)
                          Total Current Liabilities              10,163    10,068        95             12,815   (2,652)

Long-Term Debt                                                   12,287    15,014   (2,727)             13,105     (818)

Noncurrent Liabilities:
          Deferred income taxes                                   4,584     3,206     1,378              3,290     1,294
          Other noncurrent liabilities                            5,193     5,161        32              4,991       202
                          Total Noncurrent                        9,777     8,367     1,410              8,281     1,496
                          Liabilities

Shareholders' Equity:
          Common stock, $1 par value                              2,020     2,020         0              2,020         0
          Paid-in capital                                         6,881     6,875         6              6,766       115
          Retained earnings                                      14,839    15,137     (298)             14,704       135
          Accumulated other comprehensive income                  (786)     (294)     (492)              (277)     (509)
          Shares held in trust and treasury                     (5,351)   (4,996)     (355)            (5,034)     (317)
          Guarantee of ESOP debt                                   (69)     (145)        76              (139)        70
                          Total Shareholders' Equity             17,534    18,597   (1,063)             18,040     (506)
Total Liabilities and Shareholders' Equity                      $49,761   $52,046  ($2,285)            $52,241  ($2,480)




BellSouth Corporation
Consolidated Statements of Cash Flows (unaudited)
(amounts in millions, except per share data)
                                                                                                        Year-To-Date
                                                                3Q02         3Q01        2Q02        2002       2001

Cash Flows from Operating Activities:
Net income                                                     $ 733       $ 7          $ 293       $ 896      $ 1,778
Adjustments to net income:
                    Depreciation and amortization              1,161       1,178        1,170       3,492      3,538
                    Provision for uncollectibles               192         151          255         603        370
                    Net losses (earnings) of equity affiliates (114)       (167)        (176)       (455)      (357)
                    Dividends received from equity affiliates  -           65           -           -          279
                    Minority interests in income of            (3)         15           4           (80)       5
                    subsidiaries
                    Deferred income taxes                      227         (499)        198         1,036      (343)
                    Net losses on sale or impairment of equity -           1,654        152         388        1,704
                    securities
                    Postretirement benefit curtailment charge  -           -            -           -          72
                    related to Cingular
                    Brazil loan impairments                    -           -            -           383        -
                    A&P unbilled receivable adjustment         -           -            -           163        -
                    Provision for restructurings and asset     326         -            357         683        -
                    impairments
                    Foreign currency transaction losses        (8)         55           355         637        212
                    Cumulative effect of change in accounting  -           -            -           1,285      -
                    principle
                    (Gain) loss on sale/disposal of operations -           (24)         -           (1,318)    (24)
Net change in:
                    Accounts receivable and other current      (81)        (306)        (108)       5          (505)
                    assets
                    Accounts payable and other current         15          542          (103)       (567)      255
                    liabilities
                    Deferred charges and other assets          (186)       (211)        (270)       (641)      (730)
                    Other liabilities and deferred credits     (9)         (19)         38          (9)        119
Other reconciling                                              87          (7)          (37)        32         (12)
items, net
Net cash provided by operating activities                          2,340        2,434       2,128      6,533      6,361
Cash Flows from Investing Activities:
Capital expenditures                                           (835)       (1,367)      (1,023)     (2,863)    (4,724)
Investments in and advances to equity affiliates               (274)       (1,437)      (1)         (281)      (1,597)
Purchase of wireless license                                   -           -            -           -          -
Proceeds from sale of operations                               -           -            -           -          -
Proceeds from sale of equity securities                        18          129          120         1,472      1,147
Purchases of short-term investments                            -           -            -           -          -
Proceeds from disposition of short-term investments            -           -            -           -          -
Proceeds from repayment of loans and advances                  6           19           -           432        25
Investment in debt securities                                  -           -            -           -          -
Other investing                                                (16)        (39)         69          49         (235)
activities, net
Net cash used for investing activities                           (1,101)      (2,695)       (835)    (1,191)    (5,384)
Cash Flows from Financing Activities:
Net borrowing (repayments) of short-term debt                  263         846          (431)       (1,130)    (1,405)
Proceeds from long-term debt                                   -           46           4           8          1,865
Repayments of long-term debt                                   (651)       (180)        (558)       (1,219)    (727)
Dividends paid                                                 (375)       (356)        (356)       (1,088)    (1,068)
Purchase of treasury shares                                    (266)       -            (189)       (455)      -
Other financing activities, net                                (2)         101          18          -          151
Net cash used for financing activities                         (1,031)     457          (1,512)     (3,884)    (1,184)

Effect of Exchange Rates on Cash Balances                      -           -            -           -          -
Net Increase (Decrease) in Cash and Cash Equivalents           208         196          (219)       1,458      (207)
Cash and Cash Equivalents at Beginning of Period               1,842       658          2,061       592        1,061
Cash and Cash Equivalents at End of Period                     $ 2,050     $ 854        $ 1,842     $ 2,050    $ 854

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

Communications Group (1)
                                                                                Year-To-Date
                                   3Q02     3Q01   Growth    2Q02    Growth             2002    2001      Growth
Operating Revenues
    Local service                  $2,893   $2,991   -3.3%   $2,939    -1.6%          $8,773  $8,841       -0.8%
    Network access                1,154   1,252      -7.8%    1,182    -2.4%           3,541   3,711       -4.6%
    Long distance                     234      192   21.9%      213     9.9%             652     538       21.2%
    Other                             334      357   -6.4%      337    -0.9%           1,002   1,158      -13.5%
          Total Operating           4,615    4,792   -3.7%    4,671    -1.2%          13,968  14,248       -2.0%
          Revenues
Operating Expenses
    Operational and support         2,335    2,424   -3.7%    2,361    -1.1%           7,000   6,951        0.7%
    expenses
    Depreciation and                1,026    1,014    1.2%    1,023     0.3%           3,064   3,003        2.0%
    amortization
          Total Operating           3,361    3,438   -2.2%    3,384    -0.7%          10,064   9,954        1.1%
          Expenses
Operating Income                    1,254    1,354   -7.4%    1,287    -2.6%           3,904   4,294       -9.1%
Interest Expense                      119      139  -14.4%      120    -0.8%             364     472      -22.9%
Other Income, net                       6        9    N/M*      (3)     N/M*               3      26        N/M*
Income Before Income Taxes          1,141    1,224   -6.8%    1,164    -2.0%           3,543   3,848       -7.9%
Provision for Income Taxes            432      458   -5.7%      435    -0.7%           1,335   1,408       -5.2%
          Segment Net Income(1)      $709     $766   -7.4%     $729    -2.7%          $2,208  $2,440       -9.5%
* - Not meaningful.


Selected Financial and
Operating Data
(amounts in millions)
EBITDA(5)                          $2,280   $2,368   -3.7%   $2,310    -1.3%          $6,968  $7,297       -4.5%
EBITDA margin (6)                   49.4%    49.4%   0 bps    49.5%  -10 bps           49.9%   51.2%    -130 bps
Data service revenues              $1,065   $1,079   -1.3%   $1,075    -0.9%          $3,244  $3,061        6.0%
Calling feature revenues             $596     $576    3.5%     $589     1.2%          $1,777  $1,712        3.8%
Access minutes of use              24,591   26,922   -8.7%   25,073    -1.9%          75,247  83,338       -9.7%        
Toll messages                          97      111  -12.6%      111   -12.6%             193     222      -13.1%
Capital expenditures                 $737   $1,138  -35.2%     $918   -19.7%          $2,577  $4,032      -36.1%
IntraLata Toll Messages                98      109  -10.1%       97     1.0%             291     331      -12.1%

Wholesale Lines (thousands)         2,261    1,623   39.3%    2,070     9.2%                            
DSL customers (thousands)             924      463   99.6%      803    15.1%



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

Communications Group - Network Access Lines In Service(b)

                                3Q02      3Q01     Growth    2Q02                           Growth
Access lines (b)
    Residence
      Retail
        Primary               13,480     14,112    -4.5%   13,670                            -1.4%
        Additional             2,002      2,305   -13.1%    2,107                            -5.0%
        Total Retail          15,482     16,417    -5.7%   15,777                            -1.9%
        Residence
      Wholesale
        Resale                   384        498   -22.9%      402                            -4.5%
        UNE-P                    775        158   390.5%      586                            32.3%
        Total Wholesale        1,159        656    76.7%      988                            17.3%
        Residence
    Total Residence           16,641     17,073    -2.5%   16,765                            -0.7%
    Business
      Retail
        Voice                  5,783      6,252    -7.5%    5,887                            -1.8%
        ISDN                   1,588      1,476     7.6%    1,630                            -2.6%
        Total Retail           7,371      7,728    -4.6%    7,517                            -1.9%
        Business
      Wholesale
        Resale                   110        209   -47.4%      130                           -15.4%
        UNE-P                    584        347    68.3%      532                             9.8%
        Total Wholesale          694        556    24.8%      662                             4.8%
        Business
    Total Business             8,065      8,284    -2.6%    8,179                            -1.4%
    Other Retail / Wholesale     188        218   -13.8%      194                            -3.1%
    Lines
    Total Access Lines        24,894     25,575    -2.7%   25,138                            -1.0%
    in Service
Access Line Equivalents(c)
    Selected digital data
    services:
        Unbundled Loops          385        401    -4.0%      398                            -3.3%
        DS0 & ADSL             5,863      3,112    88.4%    5,142                            14.0%
        DS1                    6,849      6,465     5.9%    6,721                             1.9%
        DS3 & higher          31,035     26,818    15.7%   30,505                             1.7%
    Total digital data lines  44,132     36,796    19.9%   42,766                             3.2%
    in service
Total equivalent access       69,026     62,371    10.7%   67,904                             1.7%
lines in service

(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
                                         3Q02         3Q01  Growth   2Q02 Growth    2002       2001       Growth
Operating Revenues
               Service revenues(4)     $1,409       $1,365    3.2% $1,398 0.8%    $4,133     $3,882          6.5%
               Equipment and              102          100    2.0% 102    0.0%       295        307         -3.9%
               other revenues
                  Total Operating       1,511        1,465    3.1% 1,500  0.7%     4,428      4,189          5.7%
                  Revenues
Operating Expenses
               Operational and          1,074          975   10.2% 1,028  4.5%     3,073      2,821          8.9%
               support expenses
               Depreciation and           190          199   -4.5% 183    3.8%       553        569         -2.8%
               amortization
                  Total Operating       1,264        1,174    7.7% 1,211  4.4%     3,626      3,390          7.0%
                  Expenses
Operating Income                          247          291  -15.1% 289  -14.5%       802        799          0.4%
Interest Expense                           92           78   17.9% 89     3.4%       271        238         13.9%
Other Income (Expense), net              (45)          (4)    N/M* (41)   N/M*     (111)          2          N/M*
Income Before Income Taxes                110          209  -47.4% 159  -30.8%      420         563        -25.4%
Provision for Income Taxes                 42           81  -48.1% 60   -30.0%      161         218        -26.1%
                  Segment Net             $68         $128  -46.9% $99  -31.3%     $259        $345        -24.9%
                  Income(1)
* - Not meaningful.
Selected Financial and Operating Data
(amounts in millions, except 
customer data in thousands)
EBITDA (5)                               $437         $490  -10.8% $472  -7.4%   $1,355      $1,368         -1.0%
EBITDA margin (6)(c)                    31.0%        35.9% -490bps 33.8% -280bps  32.8%       35.2%       240 bps
Average monthly revenue per               $52          $53   -1.9% $52    0.0%      $52         $52          0.0%
customer (8)(d)
Customer net adds in period:
               Cellular and PCS          (43)           24 -279.2% 141   -130.5%    192         639        -70.0%
               Data (Cingular               5            3   66.7%   9    -44.4%     27          50        -46.0%
               Interactive)
Customers:
               Cellular and PCS         8,830        8,512    3.7% 8,873  -0.5%
               Data (Cingular             321          279   15.1%  315    1.9%
               Interactive)
POPs                                   87,600       84,400    3.8% 87,600  0.0%
Penetration rate (10)                   10.2%        11.1% -90 bps  11.2% -100bps

(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
                                                        3Q02   3Q01   Growth   2Q02  Growth   2002     2001    Growth
Operating Revenues
               Service revenues (4)                     $404   $591   -31.6%   $481  -16.0% $1,431   $1,862     -23.1%
               Equipment and other revenues               78     91   -14.3%     98  -20.4%    286      327     -12.5%
               Advertising and publishing                 13     34   -61.8%     19  -31.6%     35       58     -39.7%
               revenues
                  Total Operating Revenues               495    716   -30.9%    598  -17.2%  1,752    2,247     -22.0%
Operating Expenses
               Operational and support                   326    492   -33.7%    400  -18.5%  1,204    1,627     -26.0%
               expenses
               Depreciation and                          106    138   -23.2%    118  -10.2%    342      447     -23.5%
               amortization
                  Total Operating Expenses               432    630   -31.4%    518  -16.6%  1,546    2,074     -25.5%
Operating Income                                          63     86   -26.7%     80  -21.3%    206      173      19.1%
Interest Expense                                          35     51   -31.4%     37  -5.4%     114      166     -31.3%
Other Income (Expense), net                              (22)   (11)    N/M*    (14)  N/M*     (51)     (24)      N/M*
Income Before Income Taxes                                 6     24     N/M      29   N/M       41      (17)      N/M
Provision for Income Taxes                               (48)    21     N/M      15   N/M      (31)      50       N/M
                  Segment Net Income(1)                  $54     $3     N/M     $14   N/M      $72     ($67)      N/M
* - Not meaningful.


Selected Financial and Operating Data
(amounts in millions, except customer data
in thousands)
EBITDA (5)                                              $169   $224   -24.6%   $198   -14.6%    $548    $620  -11.6%
EBITDA margin (6)                                      34.1%  31.3%   280bps   33.1%  100bps    31.3%   27.6% 370 bps
Average monthly revenue per customer (9)                 $17    $24   -29.2%     $20  -15.0%     $20     $26  -23.1%
Customer net adds in period (excluding                 (152)     84    N/M       (68)   N/M      103   1,023  -89.9%
ownership changes) (a)                                              
Customers (voice) (a)                                  7,913  8,092  -2.2%     7,840    0.9% 
POPs                                                 162,100 156,200  3.8%   162,100    0.0%
Penetration rate (10)                                   4.9%    5.2% -30bps     4.8%   10bps


(a)            The beginning balance of 3Q02 customers has been adjusted to include 225 customers related to fixed
               wireless customers in Venezuela. 3Q01 Customer net adds would have been 16 higher. 2Q02 net adds would
               have been 64 higher. Year-to-date net adds for 2002 and 2001 would have been 246 and 1,053, respectively.
               Annual growth in net adds would have been -76.6%. Growth in Customers vs. 3Q01 would have been -2.6% had
               Venezuela's fixed wireless customers been included in 3Q01 data. Growth in Customers vs. 2Q02 would have
               been -1.9% had Venezuela's fixed wireless customers been included in 2Q02 data.


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
                                                3Q02     3Q01    Growth    2Q02    Growth     2002       2001    Growth
Operating revenues                              $485     $657   -26.2%     $580   -16.4%      $1,685   $2,070   -18.6%
EBITDA(5)                                       $156     $203   -23.2%     $190   -17.9%        $524     $579    -9.5%
EBITDA margin(6)                               32.2%    30.9%  130 bps    32.8%  -60 bps       31.1%    28.0%  310 bps
Average monthly revenue per customer (9)         $17      $24   -29.2%      $20   -15.0%         $20      $26   -23.1%
Customer net adds in period (excluding          (78)      185     N/M*       11     N/M*         243    1,070   -77.3%
ownership changes) (a)
Customers (voice) (a)                          7,815    7,755     0.8%    7,716     1.3%
POPs                                         156,803  152,227     3.0%  156,770     0.0%
Penetration rate (10)                           5.0%     5.1%  -10 bps     4.9%   10 bps
* - Not meaningful.

(a)    The beginning balance of 3Q02 customers has been adjusted to include 176 (225 x 78.1565% ownership) customers
       related to fixed wireless customers in Venezuela. 3Q01 Customer net adds would have been 12 higher. 2Q02 net adds
       would have been 50 higher. Year-to-date net adds for 2002 and 2001 would have been 355 and 1,093, respectively.
       Annual growth in net adds would have been -67.5%. Growth in Customers vs. 3Q01 would have been 0.5% had          
       Venezuela's fixed wireless customers been included in 3Q01 data. Growth in Customers vs. 2Q02 would have been -  
       1.0% had Venezuela's fixed wireless customers been included in 2Q02 data.



BellSouth Corporation
Worldwide Wireless(unaudited)
Customers and POPs by Country
(Proportionate Basis(3) in thousands)


                              Customers                                      POPs As
                                As of                                           of
Country           Brand            3Q02     3Q01  Growth     2Q02   Growth       3Q02     3Q01   Growth    2Q02   Growth
United States    Cingular         8,830    8,512    3.7%    8,873   -0.5%      87,600   84,400    3.8%   87,600    0.0%
                 Wireless
Argentina        Movicom            870    1,121  -22.4%      905   -3.9%      24,375   23,270    4.7%   24,375      --
                BellSouth
Brazil             BCP            1,242    1,261   -1.5%    1,254   -1.0%      20,834   20,727    0.5%   20,801    0.2%
Chile           BellSouth         1,023      827   23.7%    1,020    0.3%      15,400   15,100    2.0%   15,400      --
Colombia        BellSouth           842      767    9.8%      863   -2.4%      28,376   27,451    3.4%   28,375      --
Ecuador         BellSouth           476      276   72.5%      406   17.2%      11,443   11,086    3.2%   11,443      --
Guatemala       BellSouth           104       39  166.7%       87   19.5%       7,020    7,140   -1.7%    7,020      --
Nicaragua       BellSouth           179      136   31.6%      160   11.9%       2,581    2,581      --    2,581      --
Panama          BellSouth           144      127   13.4%      135    6.7%       1,311    1,223    7.2%    1,311      --
Peru            BellSouth           496      388   27.8%      468    6.0%      25,428   24,551    3.6%   25,428      --
Uruguay          Movicom             69       63    9.5%       70   -1.4%         966      966      --      966      --
                BellSouth
Venezuela (a)     Telcel          2,370    2,750  -13.8%    2,348    0.9%      19,070   18,132    5.2%   19,070      --
                BellSouth
Total Latin                       7,815    7,755    0.8%    7,716    1.3%     156,804  152,227    3.0%  156,770    0.0%
America (a)
Denmark          Sonofon            494      438   12.8%      475    4.0%       2,464    2,465      --    2,465      --
Israel           Cellcom            836      746   12.1%      817    2.3%       2,120    2,119      --    2,119      --
                                  1,330    1,184   12.3%    1,292    2.9%       4,584    4,584      --    4,584      --
Total Worldwide Wireless         17,975   17,451    3.0%   17,881    0.5%     248,988  241,211    3.2%  248,954    0.0%
(a)



BellSouth Corporation
Results by Segment (amounts in
millions) (unaudited)
Domestic Advertising & Publishing (1)
                                                                                               Year-To-Date
                                              3Q02     3Q01   Growth     2Q02   Growth         2002       2001    Growth
Total Operating Revenues                     $ 464    $ 496    -6.5%    $ 543   -14.5%         $ 1,390  $ 1,376     1.0%
Operating Expenses
    Operational and support expenses           262      232    12.9%      296   -11.5%             763      677    12.7%
    Depreciation and amortization                6        7   -14.3%        8   -25.0%              20       20     0.0%
        Total Operating Expenses               268      239    12.1%      304   -11.8%             783      697    12.3%
Operating Income                               196      257   -23.7%      239   -18.0%             607      679   -10.6%
Interest Expense                                 3        2    50.0%        3     0.0%               9       13   -30.8%
Other Income, net                              (1)        1     N/M*        1     N/M*               -        5     N/M*
Income Before Income Taxes                     192      256   -25.0%      237   -19.0%             598      671   -10.9%
Provision for Income Taxes                      74       98   -24.5%       91   -18.7%             230      257   -10.5%
        Segment Net Income(1)                 $118     $158   -25.3%     $146   -19.2%            $368     $414   -11.1%
EBITDA(5)                                     $202     $264   -23.5%     $247   -18.2%            $627     $699   -10.3%
EBITDA margin (6)                            43.5%    53.2% -970 bps    45.5% -200 bps           45.1%    50.8% -570 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 11,749 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).


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

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