RNS Number:5454G
Bellsouth Corp
23 January 2003


For Immediate Release

January 23, 2003

For More Information Contact:

Jeff Battcher 404-249-2793


                   BellSouth Reports Fourth Quarter Earnings

              DSL High-Speed Internet Customers Surpass 1 Million;

                     Long Distance Approval in All Markets

         Company to Expense Stock Options Granted After January 1, 2003

ATLANTA - BellSouth Corporation (NYSE: BLS) reported earnings per share (EPS) of
32 cents in the fourth quarter of 2002, compared to EPS of 42 cents in the same
quarter of 2001. Normalized for special items, detailed below, EPS in the fourth
quarter of 2002 was 50 cents, compared to normalized EPS of 63 cents in the same
quarter a year ago.

Capital expenditures for 2002 were $3.8 billion, a reduction of 36.9 percent
compared to $6.0 billion in 2001. Operating free cash flow (defined as cash flow
from operations less capital expenditures) was $791 million in the fourth
quarter of 2002, and totaled $4.5 billion for the year as a whole. Including
asset sales and note repayments to BellSouth during the year, the company
generated free cash flow of $6.8 billion in 2002. The company reduced net debt
to $14.9 billion in 2002 from $19.5 billion in 2001, or 23.6 percent, and
increased its quarterly per share cash dividend 5.3 percent.

Consolidated revenues, which do not include BellSouth's 40 percent share of
Cingular Wireless, were $5.69 billion, compared to $6.21 billion in the fourth
quarter of 2001. Normalized total operating revenues, which include Cingular,
were $7.12 billion, a decline of 6.8 percent versus the fourth quarter of 2001.
BellSouth reduced consolidated total operating expenses, which exclude Cingular,
by 4.2 percent in the fourth quarter of 2002, compared to the same three months
a year ago. Net income in the quarter was $597 million, compared to $792 million
in the fourth quarter of the previous year. Normalized net income was $936
million, compared to $1.19 billion in the final quarter of 2001.

For the year, EPS was 76 cents in 2002, compared to $1.36 in 2001. Normalized
EPS was $2.09 in the latest year, compared to $2.34 in 2001. Foreign currency
losses in 2002 totaled 32 cents per share, compared to 12 cents per share in the
previous year. Including Cingular, revenues were $28.4 billion in 2002, a
decline of 3.9 percent for the year. Net income was $1.42 billion in 2002,
compared to $2.57 billion a year earlier. Normalized net income in 2002 was
$3.92 billion, compared to $4.42 billion in 2001.

BellSouth's operating results continued to reflect weak demand for
communications services, both in the United States and Latin America.
Bankruptcies continued to affect both retail and wholesale demand, as well as
bad debt expense. Retail access line market share loss in the U.S., as well as
currency devaluations in Argentina and Venezuela, also continued to impact
results.

Communications Group

BellSouth added 97,000 DSL high-speed Internet service customers in the fourth
quarter, surpassing 1 million and finishing the year with 1,021,000 broadband
customers.

On December 19, 2002, with endorsements in Florida and Tennessee, BellSouth
became the first incumbent local telecommunications company to receive Federal
Communications Commission approval to provide long distance service in all its
markets. The company has been marketing long distance in Georgia and Louisiana
since late May 2002, and in North Carolina, South Carolina, Kentucky, Alabama
and Mississippi since late September. At the end of the year, BellSouth was
serving more than 1 million consumer and business long distance customers,
including approximately 10 percent of its residence and approximately 22 percent
of its mass market small business accounts in the seven states that were
approved earlier in 2002.


The number of customers purchasing the BellSouth(R) AnswersSM package increased
to approximately 1.2 million at year end. Introduced during the third quarter of
2002, BellSouth Answers allows residential customers to combine on a single bill
the data, voice and Internet communications services they want, including long
distance and local, as well as wireline and wireless.


Total Communications Group revenues were $4.52 billion in the fourth quarter, a
decline of 6.3 percent compared to the same quarter of 2001. Cash operating
expenses increased 0.8 percent. Data revenues were $1.07 billion, a decline of
3.2 percent compared to the fourth quarter a year earlier. Total access lines in
service of 24.6 million at year end declined 3.2 percent compared to 2001,
impacted by competition, a continued weak economy and technology substitution.
Access lines served by BellSouth competitors under UNE-P (unbundled network
elements-platform) increased by 190,000 in the fourth quarter. UNE-P lines
increased 153 percent during 2002 as a whole.

Domestic Wireless / Cingular

BellSouth's share of Cingular's domestic wireless revenues in the fourth quarter
of 2002 was $1.46 billion, a gain of 0.6 percent compared to the same quarter a
year ago. BellSouth's share of Cingular operating income was $284 million in the
quarter, compared to $221 million in the same three months of 2001. Cingular
experienced a net reduction of 121,000 total cellular and PCS customers during
the final three months of 2002, ending the year with 21.9 million customers, an
annual increase of 1.5 percent. In December, Cingular increased the deployment
of next-generation wireless technology to more than 50 percent of its potential
customers nationwide, enabling high-speed wireless data services.

Latin America Group

Consolidated Latin America revenues were $486 million in the fourth quarter of
2002, a decline of 1.8 percent compared to the third quarter. Revenues continued
to reflect 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 was
38.1 percent, up from 34.1 percent in the third quarter of 2002. For the year as
a whole, EBITDA margin improved to 32.8 percent in 2002 from 30.2 percent a year
earlier.

On a consolidated basis, Latin America Group wireless voice customers increased
by 259,000 during the fourth quarter, compared to a net reduction of 152,000
customers in the third quarter of 2002. Year-over-year, consolidated customers
increased by 505,000, or 6.6 percent. BellSouth and its partners serve a total
of 11.5 million customers in 11 Central and South American countries, including
298,000 fixed wireless customers.






Advertising & Publishing

Domestic Advertising & Publishing revenues were $718 million in the fourth
quarter of 2002, an increase of 0.4 percent compared to the same period of the
prior year. Year over year, fourth quarter EBITDA margin decreased from 51.6
percent to 44.0 percent, due to increased uncollectible expense as a result of
continued economic weakness.

Special Items

In the fourth quarter of 2002, the difference between reported EPS of 32 cents
and normalized EPS of 50 cents is the result of four special charges:

Asset impairments          11 cents

Workforce reduction         3 cents

Loss on sale                3 cents

Foreign currency transaction losses   1 cent

Total of special charges            18 cents

Asset impairments - Represents the impairment of MMDS spectrum previously held
for sale, as well as impairments related to Cingular Wireless's TDMA network
assets and Mobitex data business.

Workforce reduction - BellSouth has substantially completed the workforce
reduction of approximately 5,000 positions it announced May 17, 2002. This
charge represents severance costs recorded in the fourth quarter associated with
the workforce reduction. Also included are pension settlement losses.


Loss on sale - Represents the fourth quarter charge related to the sale of
BellSouth's remaining Brazilian yellow pages operation.

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

Stock Option and Depreciation Accounting

BellSouth also announced it will expense stock options granted to employees
after January 1, 2003, using guidelines under Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation."

Using historical stock option grant levels and current valuation assumptions,
the projected increase in expense will reduce 2003 net income by approximately
$90 million (5 cents per share).

In addition, on January 1, 2003 BellSouth adopted SFAS No. 143, "Accounting for
Asset Retirement Obligations," which addresses accounting for the cost of legal
obligations associated with the retirement of long-lived assets. Adopting SFAS
No. 143 is expected to result in a one-time increase to net income of
approximately $0.8 billion in the first quarter of 2003. The one-time item will
be reported on the company's consolidated statements of income as a cumulative
effect of a change in accounting principle.

The ongoing impact of SFAS No. 143 will increase net income by approximately $60
million (3 cents per share) in 2003 as a whole.




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 also offers long distance service
throughout its markets, serving both business and consumer customers. The
company's BellSouth(R) AnswersSM 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 fourth 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 Vice President 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 January 29. The replay can be accessed by dialing:

Domestic: 800-642-1687 - Reservation number: 7036252

International: 706-645-9291 - Reservation number: 7036252

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 - Reported Basis (unaudited)                                                        
  (amounts in millions, except per share data)                                                                          
                   
                                                                                    Year-To-Date                    
                                4Q02     4Q01    Growth     3Q02   Growth           2002      2001   Growth 
  Operating Revenues                                                                                                  
      Communications                                                
      group                  $ 4,481  $ 4,785     -6.4%  $ 4,469     0.3%       $ 18,226  $ 18,984    -4.0%         
      Latin                      486      683    -28.8%     494     -1.6%         2,233     2,910    -23.3% 
      America                                                                                               
      Domestic advertising       709      710     -0.1%     458     54.8%         1,921     2,073     -7.3% 
      and publishing                                                                                        
      All other                   16       35    -54.3%      13     23.1%            60       163    -63.2% 
               Total           5,692    6,213     -8.4%   5,434      4.7%        22,440    24,130     -7.0% 
               Operating                                                                               
               Revenues                                                                               
                                                                                                                      
  Operating Expenses                                                                                                  
      Operational and          3,051    3,118     -2.1%   2,865      6.5%        11,889    12,649     -6.0% 
      support expenses                                                                                      
      Depreciation and         1,151    1,244     -7.5%   1,161     -0.9%         4,643     4,782     -2.9% 
      amortization                                                                                          
      Provision for              318      358      N/M*     328      N/M          1,003       358      N/M  
      restructuring and                                                                                     
      asset impairments                                                                                     
               Total           4,520    4,720     -4.2%   4,354      3.8%        17,535    17,789     -1.4% 
               Operating                                                                               
               Expenses                                                                               
                                                                                                                      
  Operating Income             1,172    1,493    -21.5%   1,080      8.5%         4,905     6,341    -22.6% 
  Interest                       292      317     -7.9%     291      0.3%         1,188     1,315     -9.7% 
  Expense                                                                                                             
  Other Income (Expense),         67      (27)     N/M      213      N/M            858    (1,009)     N/M  
  net                                                                                                                 
  Income Before Taxes and 
  Accounting Change              947    1,149    -17.6%   1,002     -5.5%         4,575     4,017     13.9% 
  Provision for Income Taxes     350      357     -2.0%     339      3.2%         1,867     1,447     29.0% 
  Cumulative Effect of Change
  in Accounting Principle          -        -      N/M        -      N/M         (1,285)        -      N/M  
                                                                                                 
               Net              $597     $792    -24.6%    $663    -10.0%        $1,423    $2,570    -44.6% 
               Income                                                                                
  Diluted:                                                                                                            
     Weighted Average          1,864    1,888     -1.3%   1,870     -0.3%         1,876     1,887     -0.6% 
     Common Shares                                                                                         
     Outstanding                                                                                           
            
     Earnings Per              $0.32    $0.42    -23.8%   $0.35     -8.6%         $0.76     $1.36    -44.1% 
     Share                                                                                                 

  * - Not meaningful.                                                                                                 


  Selected Financial and Operating Data                                                                                 
                    
  EBITDA (5)                   $2,323   $2,737   -15.1%   $2,241     3.7%         $9,548   $11,123   -14.2% 
  EBITDA margin (6)             40.8%    44.1%  -330 bps  41.2%  -40 bps          42.5%     46.1%   -360 bps 
  Return on average equity      13.6%    17.4%  -380 bps  14.9%  -130 bps          7.9%     14.4%   -650 bps 
  (annualized)                                                            
  Return on average total       14.2%    11.0%   320 bps  10.2%   400 bps          7.2%      9.9%   -270 bps 
  capital (annualized)                                        
                                                                                                                      


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


Fourth Quarter 2002               Normalizing Items
                       GAAP       A         G          J         O         Q      Normalized

Operating             $ 5,692  $ 1,423    $ -        $ -        $ -       $ -          $ 7,115
Revenues                      
Operating               4,520    1,217      -       (105)      (292)        -            5,340
Expenses
Operating               1,172      206      -        105        292         -            1,775
Income
Interest                  292       65      -          -          -         -              357
Expense
Other Income               67     (141)     33         -         (3)        74              30
(Expense), net
Income Before Income      947        -      33       105         289        74           1,448
Taxes
Provision for Income      350        -       7        41          91        23             512
Taxes
              Net        $597       $0     $26       $64        $198       $51            $936
              Income

Diluted Earnings Per    $0.32    $0.00   $0.01     $0.03       $0.11     $0.03           $0.50
Share


Year-to-Date 2002                Normalizing Items                                                                      
  
                      GAAP        A       C       D      E      F      G     J     K    M     O    P    Q   Normalized
                                                                                                                      
  Operating      $  22,440   $ 5,737    $ -     $ -    $ -   $ 163   $ -   $ -   $ -  $ -   $ -  $ 108  $-  $ 28,448
  Revenues                                                                                       
  Operating         17,535     4,729      -       -      -       -     -  (654)    -    -  (427)     -   -    21,183    
  Expenses                                                                                                          
  Operating          4,905     1,008      -       -      -     163     -   654     -    -   427    108   -     7,265  
  Income                                                                                                              
  Interest           1,188       244      -       -      -       -     -     -     -    -     -    (6)   -     1,426  
  Expense                                                                                                             
  Other Income         858      (764) (1,339)   388     383      -   579     -     -    37   (3)         74      213  
  (Expense), net                                                                                                     
  Income Before      4,575        -   (1,339)   388     383     163  579   654     -    37  424    114   74    6,052  
  Taxes and Change                                                                                                   
  in Accounting                                                                                                       
  Principle                                                                                                           
  Provision for      1,867        -     (482)   114     120      62  (18)  248     -    15  141     44   23    2,134  
  Income Taxes                                                                                                        
  Cumulative        (1,285)       -       -      -       -       -     -     -   1,285  -     -    -    -          -  
  effect of change                                                                                                  
  in accounting                                                                                                       
  principle                                                                                                           
       Net          $1,423       $0    ($857)  $274    $263    $101  $597  $406 $1,285  $22 $283   $70  $51   $3,918  
      Income                                                                                                
                                                                                                                     
  Diluted Earnings   $0.76    $0.00   ($0.46) $0.15   $0.14   $0.05 $0.32 $0.22  $0.68 $0.01 $0.15 $0.04 $0.03 $2.09  
  Per Share                                                                                        



                                                                                                                      
                                                                                                                      
  Fourth Quarter 2001             Normalizing Items                                                        
                                                                                                         
                       GAAP      A         D         G          I         J         O    Normalized 

  Operating         $ 6,213   $ 1,425    $ -       $ -       $ (1)      $ -       $ -       $ 7,637  
  Revenues                                                                                                            
  Operating           4,720     1,203      -         -          -      (251)     (107)        5,565  
  Expenses                                                                                                            
  Operating           1,493       222      -         -         (1)      251       107         2,072  
  Income                                                                                                              
  Interest              317        60      -         -          -         -         -           377  
  Expense                                                                                                             
  Other Income 
  (Expense), net       (27)      (162)   250        21         (8)       (2)        -            72  
  Income Before 
  Income Taxes       1,149          -    250        21         (9)      249       107         1,767  
  Provision for 
  Income Taxes         357          -     88         1         (2)       91        38           573  
                                                                                                                
           Net        $792         $0   $162       $20        ($7)     $158       $69        $1,194  
           Income                                                                                               

  Diluted Earnings
  Per Share *        $0.42      $0.00  $0.09     $0.01     ($0.00)    $0.08     $0.04         $0.63  
                                                                                                             



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

Operating          $24,130  $5,540   $ (58)    $ -     $ -      $ -     $ (23)  $ -      $ -    $ -    $ -   $ 29,589
Revenues                                                       
Operating           17,789   4,520     (58)      -       -      (73)      (48) (251)    (143)     -  (107)     21,629
Expenses
Operating            6,341   1,020      -        -       -       73        25   251      143      -   107       7,960
Income
Interest             1,315     232      -        -       -        -         -     -        -      -     -       1,547
Expense
Other Income 
(Expense), net      (1,009)  (788)      -    1,945      233       -        (8)   (2)       -    (24)    -         347
Income Before 
Income Taxes         4,017     -        -    1,945      233       73       17   249      143    (24)  107       6,760
Provision for
Income Taxes         1,447     -        -      682        3       26        8    91       55     (5)   38       2,345

           Net      $2,570    $0       $0   $1,263     $230      $47       $9  $158      $88   ($19)  $69      $4,415
           Income

Diluted Earnings
Per Share*          $1.36  $0.00    $0.00    $0.67    $0.12    $0.02    $0.00 $0.08     $0.05 ($0.01)$0.04      $2.34

* Normalized earnings per share for fourth quarter and 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 have been reduced by $58 for 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 investments - Represents charges for the impairment of and open market sales, primarily of our investment
    in Qwest Communications. The 2002 amount included a $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 in May 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 fourth quarter 2002 represents the accrual for severance payments and
    employee benefits enhancements ($29 after tax). Also includes pension settlement losses ($35 after tax) primarily
    resulting from the workforce reduction. Accruals related to the plan were recognized in second and third quarter
    2002 results. In fourth quarter 2001, a workforce reduction resulted in an after-tax charge of $158.

(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.

(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 - Fourth quarter 2002 charges related to impairment of MMDS spectrum
    previously held for sale ($150 after tax), as well as impairments related to Cingular Wireless's TDMA network assets
    and Mobitex data business ($48 after tax). Prior year-to-date amounts represent 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.

(p) Florida late payment fees - On October 31, 2002, the Florida Supreme Court, by a 5-2 vote affirmed the decision of
    the Florida Public Service Commission regarding our dispute over late payment fees. This will require a one-time
    refund to affected customers in Florida. Based on this decision, we recorded a reduction to revenues of $108 plus
    interest expense of $6 in the third quarter of 2002.

(q) Disposition of Listel - Represents charge related to the sale of BellSouth's remaining Brazilian yellow pages
    operation.

                                                                                                                    


  BellSouth Corporation                                                                                               
  Consolidated Statements of Income - Normalized Basis (unaudited)                                                      
  (amounts in millions, except per share data)                        

  Note to Readers: Our reported results, as shown on page 1, are prepared in accordance with generally accepted       
  accounting principles (GAAP). The normalized results presented below exclude the impact of certain non-recurring or 
  non-operating items, the details of which are provided on pages 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                    
                                           4Q02     4Q01    Growth     3Q02   Growth        2002       2001     Growth 

  Operating Revenues                                                                                                  
    Communications group                $ 4,441  $ 4,757     -6.6%  $ 4,539    -2.2%    $ 18,180   $ 18,824      -3.4% 
                                                                                              
    Domestic wireless                     1,463    1,454      0.6%    1,511    -3.2%       5,891      5,643       4.4% 
    Latin America                           486      683    -28.8%      494    -1.6%       2,233      2,910     -23.3% 
    Domestic advertising                    709      710     -0.1%      458    54.8%       2,084      2,073       0.5% 
    and publishing                                                                                        
    All other                                16       33    -51.5%       13    23.1%          60        139     -56.8% 
            Total Operating Revenues      7,115    7,637     -6.8%    7,015     1.4%      28,448     29,589      -3.9% 
                                                                                                                        
  Operating Expenses                                                                                                  
    Operational and                       4,002    4,126     -3.0%    3,901     2.6%      15,800     16,085      -1.8% 
    support expenses                                                                                      
    Depreciation and                      1,338    1,439     -7.0%    1,351    -1.0%       5,383      5,544      -2.9% 
    amortization                                                                                          
            Total Operating Expenses      5,340    5,565     -4.0%    5,252     1.7%      21,183     21,629      -2.1% 
  Operating Income                       1,775    2,072    -14.3%   1,763      0.7%         7,265     7,960     -8.7% 
  Interest Expense                         357      377     -5.3%     348      2.6%         1,426     1,547     -7.8% 
  Other Income (Expense), net               30       72      N/M*      55      N/M            213       347      N/M  
  Income Before Income Taxes             1,448    1,767    -18.1%   1,470     -1.5%         6,052     6,760    -10.5% 
  Provision for Income Taxes               512      573    -10.6%     500      2.4%         2,134     2,345     -9.0% 
            Net Income                    $936   $1,194    -21.6%    $970     -3.5%        $3,918    $4,415    -11.3% 
                                                                                                              
  Diluted:                                                                                                            
    Weighted Average                     1,864    1,888     -1.3%   1,870     -0.3%         1,876     1,887     -0.6% 
    Common Shares                                                                                         
    Outstanding                                                                                           
    Earnings Per Share                   $0.50    $0.63    -20.6%   $0.52     -3.8%         $2.09     $2.34    -10.7% 

  * - Not meaningful.                                                                                                 

  Selected Financial and Operating Data                                                                                 
                              
  EBITDA (5)                             $3,113  $3,511   -11.3%   $3,114     0.0%        $12,648   $13,504    -6.3% 
  EBITDA margin (6)                        43.8%   46.0% -220 bps    44.4%  -60 bps          44.5%  45.6% bps  -110
                                                                                                            
  Dividends per share                     $0.20   $0.19     5.3%    $0.20     0.0%          $0.79     $0.76     3.9% 
  Capital expenditures                     $922  $1,273   -27.6%     $835    10.4%         $3,785    $5,997   -36.9% 
                                                                                                                      
  Common shares outstanding               1,860   1,878    -1.0%    1,862    -0.1%                                   
  Book value per share                    $9.49   $9.93    -4.4%    $9.36     1.4%                                   
  Debt ratio                              49.6%   51.9% -230 bps    50.1%  -50 bps                                  
  Total employees                        77,020  87,875  -12.4%    80,882    -4.8%                                   
                                                                                                                      
                                                                                                                      


  BellSouth Corporation                                                                                               
  Consolidated Balance Sheets (unaudited) - Updated                                                                   
  (amounts in millions, except per share data)                                                                        
                                                       December 31, December 31, Change vs. September 30,     Change vs.
                                                              2002         2001  Prior Year         2002   Prior Quarter
  Assets                                                                                                              
  Current Assets:                                                                                                     
    Cash and cash equivalents                               $2,482        $592       $1,890       $2,050        $432  
    Accounts receivable, net of                              4,129       4,989         (860)       4,150         (21) 
    allowance for uncollectibles of                                                                   
    $449, $466, and $453                                                                              
    Material and supplies                                      313         382          (69)         295          18  
    Other current assets                                       938         892           46        1,053        (115) 
           Total Current Assets                              7,862       6,855        1,007        7,548         314  
                                                                                                               
  Investments and Advances                                   9,741      10,620         (879)      10,016        (275) 
  Property, Plant and Equipment, net                        23,445      24,943       (1,498)      23,660        (215) 
  Deferred Charges and Other Assets                          5,726       5,122          604        5,666          60  
  Goodwill                                                     349       1,639       (1,290)         349           0  
  Intangible Assets, net                                     2,356       2,867         (511)       2,479        (123) 
  Total Assets                                             $49,479     $52,046      ($2,567)     $49,718       ($239) 

  Liabilities and Shareholders' Equity                                                                                
  Current Liabilities:                                                                                                
    Debt maturing within one year                           $5,114      $5,111           $3       $5,387       ($273) 
    Accounts payable                                         1,572       1,656          (84)       1,281         291  
    Other current liabilities                                2,937       3,301         (364)       3,565        (628) 
            Total Current Liabilities                        9,623      10,068         (445)      10,233        (610) 
                                                                                                           
  Long-Term Debt                                            12,283      15,014       (2,731)      12,287          (4) 

  Noncurrent Liabilities:                                                                                             
    Deferred income taxes                                    4,672       3,206        1,466        4,555         117  
    Other noncurrent liabilities                             5,255       5,161           94        5,208          47  
            Total Noncurrent Liabilities                     9,927       8,367        1,560        9,763         164  
                                                                                                           
  Shareholders' Equity:                                                                                               
    Common stock, $1 par value                               2,020       2,020            0        2,020           0  
    Paid-in capital                                          6,854       6,875          (21)       6,881         (27) 
    Retained earnings                                       14,963      15,137         (174)      14,769         194  
    Accumulated other comprehensive                           (740)       (294)        (446)        (815)         75  
    income                                                                                            
    Shares held in trust and treasury                       (5,372)     (4,996)        (376)      (5,351)        (21) 
    Guarantee of ESOP debt                                     (79)       (145)          66          (69)        (10) 
            Total Shareholders' Equity                      17,646      18,597         (951)      17,435         211  
  Total Liabilities and Shareholders' Equity               $49,479     $52,046      ($2,567)     $49,718       ($239) 
                                                                                                                      




  BellSouth Corporation                                                                                               
  Consolidated Statements of Cash Flows (unaudited)                                                                   
  (amounts in millions, except per share data)                                                                        
                                                                                                 Year-To-Date         
                                                             4Q02       4Q01        3Q02            2002        2001 
  Cash Flows from Operating Activities:                                                                               
  Net income                                                $ 597      $ 792       $ 663         $ 1,423     $ 2,570  
  Adjustments to net income:                                                                                          
                             Depreciation and               1,151      1,244       1,161           4,643       4,782  
                             amortization                                                                             
                             Provision for                    233        206         197             850         588  
                             uncollectibles                                                                           
                             Net losses (earnings) of         (85)      (108)       (114)           (540)       (465) 
                             equity affiliates                                                                        
                             Dividends received from            -         90           -               -         369  
                             equity affiliates                                                                        
                             Minority interests in              6         20          (3)            (74)         25  
                             income of subsidiaries                                                                   
                             Deferred income taxes            202        165         227           1,238        (178) 
                             Net (gain) losses on sale         (1)       233           -             387       1,937  
                             or impairment of equity                                                                  
                             securities                                                                               
                             Pension income                  (208)      (200)       (208)           (826)       (797) 
                             Postretirement benefit             -          -           -               -          72  
                             curtailment charge                                                                       
                             related to Cingular                                                                      
                             Brazil loan impairments            -          -           -             383           -  
                             A&P unbilled receivable            -          -           -             163           -  
                             adjustment                                                                               
                             Provision for                    281        151         190             531         151  
                             restructurings and asset                                                                 
                             impairments                                                                              
                             Foreign currency                  42         15          (8)            679          81  
                             transaction losses                                                                       
                             Cumulative effect of               -          -           -           1,285           -  
                             change in accounting                                                                     
                             principle                                                                                
                             (Gain) loss on                     -        (14)          -          (1,318)        (38) 
                             sale/disposal of                                                                         
                             operations                                                                               
  Net change in:                                                                                                      
                             Accounts receivable and         (185)      (240)        (86)           (194)       (757) 
                             other current assets                                                                     
                             Accounts payable and            (411)      (730)        223            (473)       (475) 
                             other current liabilities                                                                
                             Deferred charges and              53        111          22              30         (22) 
                             other assets                                                                             
                             Other liabilities and             13        (78)         (9)              4          41  
                             deferred credits                                                                         
  Other reconciling items, net                                 25        (20)         85              55         114  
  Net cash provided by operating activities                 1,713      1,637       2,340           8,246       7,998  
  Cash Flows from Investing Activities:                                                                               
  Capital expenditures                                       (922)    (1,273)       (835)         (3,785)     (5,997) 
  Investments in and advances to equity affiliates            (28)      (475)       (274)           (309)     (2,072) 
  Purchase of wireless license                                             -           -                           -  
  Proceeds from sale of operations                                         -           -                           -  
  Proceeds from sale of equity securities                       1         63          18           1,473       1,210  
  Purchases of short-term investments                                      -           -                           -  
  Proceeds from disposition of short-term investments                      -           -                           -  
  Proceeds from repayment of loans and advances               453         (8)          6             885          17  
  Investment in debt securities                                            -           -                           -  
  Other investing activities, net                             (20)        38         (16)             29        (197) 
  Net cash used for investing activities                     (516)    (1,655)     (1,101)         (1,707)     (7,039) 
  Cash Flows from Financing Activities:                                                                               
  Net borrowing (repayments) of short-term debt              (278)    (2,585)        263          (1,408)     (3,990) 
  Proceeds from long-term debt                                  9      2,738           -              17       4,603  
  Repayments of long-term debt                                 (4)       (32)       (651)         (1,223)       (759) 
  Dividends paid                                             (372)      (356)       (375)         (1,460)     (1,424) 
  Purchase of treasury shares                                (136)         -        (266)           (591)          -  
  Other financing activities, net                              16         (9)         (2)             16         142  
  Net cash used for financing activities                     (765)      (244)     (1,031)         (4,649)     (1,428) 
  Effect of Exchange Rates on Cash Balances                     -          -           -               -           -  
  Net Increase (Decrease) in Cash and Cash Equivalents        432       (262)        208           1,890        (469) 
  Cash and Cash Equivalents at Beginning of Period          2,050        854       1,842             592       1,061  
  Cash and Cash Equivalents at End of Period              $ 2,482      $ 592     $ 2,050         $ 2,482       $ 592  
                                                                                       




  BellSouth Corporation                                 
  Results by Segment (amounts in millions) (unaudited)  
  Communications Group (1)                                                                                            
                                                                                          Year-To-Date                  
                                           4Q02     4Q01    Growth    3Q02    Growth          2002      2001    Growth 
  Operating Revenues                                                                                                  
    Local service                        $2,868   $2,969     -3.4%  $2,893     -0.9%       $11,641   $11,810     -1.4% 
                                                                                                                      
    Network access                        1,125    1,258    -10.6%   1,154     -2.5%         4,666     4,969     -6.1% 
    Long distance                           231      209     10.5%     234     -1.3%           883       747     18.2% 
    Other                                   297      387    -23.3%     334    -11.1%         1,299     1,545    -15.9% 
            Total Operating Revenues      4,521    4,823     -6.3%   4,615     -2.0%        18,489    19,071     -3.1% 
  Operating Expenses                                                                                                  
    Operational and                       2,327    2,309      0.8%   2,335     -0.3%         9,327     9,260      0.7% 
    support expenses                                                                                     
    Depreciation and                      1,017    1,042     -2.4%   1,026     -0.9%         4,081     4,045      0.9% 
    amortization                                                                                         
            Total Operating Expenses      3,344    3,351     -0.2%   3,361     -0.5%        13,408    13,305      0.8% 
  Operating Income                        1,177    1,472    -20.0%   1,254     -6.1%         5,081     5,766    -11.9% 
  Interest Expense                          134      125      7.2%     119     12.6%           498       597    -16.6% 
  Other Income, net                           1        5      N/M*       6      N/M              4        31      N/M  
  Income Before Income Taxes              1,044    1,352    -22.8%   1,141     -8.5%         4,587     5,200    -11.8% 
  Provision for Income Taxes                399      488    -18.2%     432     -7.6%         1,734     1,896     -8.5% 
            Segment Net Income(1)          $645     $864    -25.3%    $709     -9.0%        $2,853    $3,304    -13.7% 

  * - Not meaningful.                                                                                                 

  Selected Financial and Operating Data                                                                               

  (amounts in millions)           
  Segment EBITDA (5)                      $2,194  $2,514   -12.7%   $2,280    -3.8%         $9,162   $9,811     -6.6% 
  Segment EBITDA margin (6)                48.5%   52.1% -360 bps    49.4%  -90 bps          49.6%    51.4%  -180 bps
  Data service revenues                   $1,065  $1,100    -3.2%   $1,065     0.0%         $4,309   $4,161      3.6% 
  Calling feature revenues                  $583    $569     2.5%     $596    -2.2%         $2,360   $2,281      3.5% 
  Access minutes of use                   23,324  26,768   -12.9%   24,591    -5.2%         98,571  110,106    -10.5% 
  Capital expenditures                      $760  $1,093   -30.5%     $737     3.1%         $3,337   $5,125    -34.9% 
  IntraLata Toll Messages                     93      99    -6.1%       98    -5.1%            384      430    -10.7% 

  Wholesale Lines (thousands)              2,385   1,737    37.3%    2,261      5.5%                                  
  DSL customers (thousands)                1,021     621    64.4%      924     10.5%                                  
                                                                            



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

  Communications Group - Network Access Lines In Service(a)(b)                                                          
                                   
                                                                       4Q02       4Q01    Growth       3Q02    Growth 
  Access lines (b)                                                                                                    
    Residence                                                                                         
      Retail                                                                           
        Primary                                                      13,260     13,974      -5.1%    13,480      -1.6% 
        Additional                                                    1,926      2,256     -14.6%     2,002      -3.8% 
        Total Retail Residence                                       15,186     16,230      -6.4%    15,482      -1.9% 
      Wholesale                                                                        
        Resale                                                          342        543     -37.0%       384     -10.9% 
        UNE-P                                                           934        185     404.9%       775      20.5% 
        Total Wholesale Residence                                     1,276        728      75.3%     1,159      10.1% 
    Total Residence                                                  16,462     16,958      -2.9%    16,641      -1.1% 

    Business                                                                                                       
      Retail                                                                           
      Voice                                                           5,687      6,095      -6.7%     5,783      -1.7% 
      ISDN                                                            1,567      1,557       0.6%     1,588      -1.3% 
      Total Retail  Business                                          7,254      7,652      -5.2%     7,371      -1.6% 
    Wholesale                                                                        
      Resale                                                             94        186     -49.5%       110     -14.5% 
      UNE-P                                                             611        417      46.5%       584       4.6% 
      Total Wholesale Business                                          705        603      16.9%       694       1.6% 
    Total Business                                                    7,959      8,255      -3.6%     8,065      -1.3% 

    Other Retail / Wholesale Lines                                      182        209     -12.9%       188      -3.2% 

    Total Access Lines in Service                                    24,603     25,422      -3.2%    24,894      -1.2% 

  Access Line Equivalents (c)                                                                                         
    Selected digital data services:                                                                   
      Unbundled                                                        377        423     -10.9%       385      -2.1% 
      Loops                                                               
      DS0 & ADSL                                                     6,437      4,054      58.8%     5,863       9.8% 
      DS1                                                            6,908      6,643       4.0%     6,849       0.9% 
      DS3 & higher                                                  31,704     29,337       8.1%    31,035       2.2% 
    Total digital data lines in service                             45,426     40,457      12.3%    44,132       2.9% 

  Total equivalent access lines in service                          70,029     65,879       6.3%    69,026       1.5% 
                                                               
(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                  
                                            4Q02    4Q01   Growth    3Q02   Growth          2002      2001     Growth 
  Operating Revenues                                                                                                  
    Service revenues (4)                  $1,366  $1,345     1.6%  $1,409    -3.1%        $5,499    $5,227       5.2% 
    Equipment and other revenues              97     109   -11.0%     102    -4.9%           392       416      -5.8% 
      Total Operating Revenues             1,463   1,454     0.6%   1,511    -3.2%         5,891     5,643       4.4% 
  Operating Expenses                                                                                                  
    Operational and support                  992   1,035    -4.2%   1,074    -7.6%         4,065     3,856       5.4% 
    expenses                                                                                              
    Depreciation and                         187     198    -5.6%     190    -1.6%           740       767      -3.5% 
    amortization                                                                                          
       Total Operating Expenses            1,179   1,233    -4.4%   1,264    -6.7%         4,805     4,623       3.9% 
  Operating Income                           284     221    28.5%     247    15.0%         1,086     1,020       6.5% 
  Interest Expense                            93      90     3.3%      92     1.1%           364       328      11.0% 
  Other Income (Expense), net                (30)    (18)    N/M*     (45)    N/M           (141)      (16)      N/M  
  Income Before Income Taxes                 161     113    42.5%     110    46.4%           581       676     -14.1% 
  Provision for Income Taxes                  63      33    90.9%      42    50.0%           224       251     -10.8% 
    Segment Net Income(1)                    $98     $80    22.5%     $68    44.1%          $357      $425     -16.0% 
                                                                                                             
  * - Not meaningful.                                                                                                 

  Selected Financial and Operating Data    
                                                                           
  (amounts in millions, except customer                                                                               
  data in thousands)                                                                                                  
  Segment EBITDA (5)                        $471    $419    12.4%    $437     7.8%        $1,826    $1,787       2.2% 
  Segment EBITDA margin (6)(c)              34.5%   31.2% 330 bps  31.0% bps   350         33.2% 34.2% bps       -100
                                                                                                        
  Average monthly revenue per customer       $51     $52     -1.9%    $52    -1.9%           $51       $52      -1.9% 
  (7)(d)                                                                                                              
  Customer net adds in period:                                                                                         
    Cellular and PCS                         (48)    127      N/M     (43)   11.6%          144       766     -81.2% 
    Data (Cingular Interactive)                7      15    -53.3%      5    40.0%           34        65     -47.7% 
                                                                                            
  Customers: (b)                                                                                                      
    Cellular and PCS                       8,770   8,638      1.5%  8,830    -0.7%                                    
    Data (Cingular                           327     293     11.6%    321     1.9%                                    
    Interactive)                                                                                          
  POPs (b)                                87,600  87,600      0.0% 87,600     0.0%                                    
  Penetration rate (b)(9)                  10.1%   10.9%   -80 bps  10.2%  -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.  

(c)  Segment 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                  
                                             4Q02     4Q01   Growth     3Q02   Growth           2002    2001   Growth 
  Operating Revenues                                                                                                  
                Service revenues (4)        $410     $568    -27.8%    $404      1.5%        $1,841    $2,430  -24.2% 
                                                                                                                      
                Equipment and other           71       92    -22.8%      78     -9.0%           357       419  -14.8% 
                revenues                                                                                              
                Advertising and                5       28    -82.1%      13    -61.5%            40        86  -53.5% 
                publishing revenues                                                                                   
                  Total Operating Revenues   486      688    -29.4%     495     -1.8%         2,238     2,935  -23.7% 
  Operating Expenses                                                                                                  
                Operational and support      301      423    -28.8%     326     -7.7%         1,505     2,050  -26.6% 
                expenses                                                                                              
                Depreciation and              98      158    -38.0%     106     -7.5%           440       605  -27.3% 
                amortization                                                                                          
                  Total Operating Expenses   399      581    -31.3%     432     -7.6%         1,945     2,655  -26.7% 
  Operating Income                            87      107    -18.7%      63     38.1%           293       280    4.6% 
  Interest Expense                            30       49    -38.8%      35    -14.3%           144       215  -33.0% 
  Other Income (Expense), net                (10)     (28)     N/M*     (22)     N/M            (61)      (52)   N/M  
  Income Before Income Taxes                  47       30      N/M        6      N/M             88        13    N/M  
  Provision for Income Taxes                   6       13      N/M      (48)     N/M            (25)       63    N/M  
                  Segment Net Income(1)      $41      $17      N/M      $54      N/M           $113      ($50)   N/M  
                                                                                                             
  * - Not meaningful.                                                                                                 

  Selected Financial and Operating Data                                                                               
  (amounts in millions, except customer                                                                               
  data in thousands)                                                                                                  
  Segment EBITDA (5)                         $185     $265   -30.2%     $169     9.5%           $733    $885   -17.2% 
  Segment EBITDA margin (6)                 38.1%    38.5%  -40 bps    34.1%  400 bps          32.8%   30.2%  260 bps

  Average monthly revenue per customer (8)    $17      $24   -29.2%      $17      0.0%           $19     $25    -24.0% 
  Customer net adds in period (excluding      259     (507)     N/M     (152)     N/M            362     516    -29.8% 
  ownership changes) (a)                                                                                              

  Customers (voice) (a)                     8,172    7,585     7.7%    7,913      3.3%                                 
  POPs                                    162,100  162,100     0.0%  162,100      0.0%                                 
  Penetration rate (9)                       5.0%     4.7%   30 bps     4.9%    10 bps                                 
                                                               

(a) The beginning balance of 3Q02 customers has been adjusted to include 225
customers related to fixed wireless customers in Venezuela. 4Q01 Customer net
adds would have been 52 higher. Year-to-date net adds for 2002 and 2001 would
have been 505 and 598, respectively. Annual growth in net adds would have been 
-15.6%. Growth in customers vs. 4Q01 would have been 6.6% had Venezuela's fixed
wireless customers been included in 4Q01 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                       
                             4Q02        4Q01     Growth        3Q02     Growth            2002       2001     Growth 

  Operating revenues        $467        $624      -25.2%       $485       -3.7%         $2,152     $2,694      -20.1% 
  EBITDA(5)                 $170        $218      -22.0%       $156        9.0%           $694       $797      -12.9% 
  EBITDA margin(6)          36.4%       34.9%    150 bps       32.2%    420 bps           32.2%      29.6%    260 bps 

  Average monthly            $17         $23      -26.1%        $17        0.0%            $19        $25      -24.0% 
  revenue per                                                                                                         
  customer (8)                                                                                                        
  Customer net adds          216        (363)       N/M*        (78)       N/M             459        707      -35.1% 
  in period (excluding                                                                                                  
  ownership changes)(a)                                                                                                 
               
  Customers (voice)(a)     8,032       7,393        8.6%      7,815        2.8%                                       
  POPs                   156,837     156,719        0.1%    156,803        0.0%                                       
  Penetration rate (9)      5.1%        4.7%     40 bps        5.0%     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. 4Q01 Customer net adds would have been 41 higher. Year-to-date net
adds for 2002 and 2001 would have been 571 and 771, respectively. Annual growth
in net adds would have been -25.9%. Growth in customers vs. 4Q01 would have been
7.7% had Venezuela's fixed wireless customers been included in 4Q01 data. 



                                                                                                                      
  BellSouth Corporation                                                                                               
  Worldwide Wireless (unaudited)                                                                                        
  Customers and POPs by Country                                                                                         
  (Proportionate Basis(3) in thousands)                                                                                 
                     
                               Customers As of                                POPs                                    
                                                                            As of                                     
  Country         Brand           4Q02    4Q01   Growth    3Q02   Growth     4Q02     4Q01   Growth     3Q02   Growth 

  United States   Cingular      8,770     8,638    1.5%    8,830   -0.7%    87,600   87,600    0.0%    87,600    0.0% 
                  Wireless                                                                                            
  Argentina       Movicom         858     1,033  -16.9%      870   -1.4%    24,375   24,375    0.0%    24,375      -- 
                  BellSouth                                                                                           
  Brazil          BCP           1,236     1,253   -1.4%    1,242   -0.5%    20,867   20,750    0.6%    20,834    0.2% 
                                                                                                                      
  Chile           BellSouth     1,032     860     20.0%    1,023    0.9%    15,400   15,400    0.0%    15,400      -- 
                                                                                                                      
  Colombia        BellSouth       890     743     19.8%      842    5.7%    28,376   28,375    0.0%    28,376      -- 
                                                                                                                      
  Ecuador         BellSouth       565     307     84.0%      476   18.7%    11,443   11,443    0.0%    11,443      -- 
                                                                                                                      
  Guatemala       BellSouth       116      45    157.8%      104   11.5%     7,020    7,020    0.0%     7,020      -- 

  Nicaragua       BellSouth       179     139     28.8%      179    0.0%     2,581    2,581      --     2,581      -- 

  Panama          BellSouth       146     128     14.1%      144    1.4%     1,311    1,311    0.0%     1,311      -- 

  Peru            BellSouth       516     394     31.0%      496    4.0%    25,428   25,428    0.0%    25,428      -- 
                                                                                                                      
  Uruguay         Movicom          65      63      3.2%       69   -5.8%     966      966        --       966      -- 
                  BellSouth                                                                                           
  Venezuela (a)   Telcel        2,429     2,428    0.0%    2,370    2.5%    19,070   19,070    0.0%    19,070      -- 
                  BellSouth                                                                                           
  Total Latin                   8,032     7,393    8.6%    7,815    2.8%   156,837  156,719    0.1%   156,804    0.0% 
  America (a)                                                                                                         
  Denmark         Sonofon         528     450     17.3%    494      6.9%   2,464    2,465        --     2,464      -- 

  Israel          Cellcom         850     779      9.1%    836      1.7%   2,120    2,119        --     2,120      -- 
                                1,378     1,229   12.1%    1,330    3.6%   4,584    4,584        --     4,584      -- 
                                                                                                                      
  Total Worldwide Wireless(a)  18,180    17,260    5.3%   17,975    1.1%   249,021  248,903    0.0%   248,988    0.0% 
                                                                                                                   
                                                               
(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. Growth in customers vs. 4Q01 in Venezuela, Total Latin America and
Total Worldwide Wireless would have been -2.5%, 7.7%, and 4.9%, respectively,
had Venezuela's fixed wireless customers been included in 4Q01 data.

                                                                                                                      
  Results by Segment (amounts in millions) (unaudited)                                                                  
  Domestic Advertising & Publishing (1)                                                                               
                                                                                     Year-To-Date                     
                                            4Q02    4Q01   Growth    3Q02   Growth           2002      2001    Growth 

  Total Operating Revenues                  $ 718   $ 715    0.4%    $ 464   54.7%       $ 2,108     $ 2,091     0.8% 
  Operating Expenses                                                                                                  
                Operational and support     402     346     16.2%    262     53.4%         1,165     1,023      13.9% 
                expenses                                                                                              
                Depreciation and              7       8    -12.5%      6     16.7%            27        28      -3.6% 
                amortization                                                                                          
                  Total Operating Expenses  409     354     15.5%    268     52.6%         1,192     1,051      13.4% 
  Operating Income                          309     361    -14.4%    196     57.7%           916     1,040     -11.9% 
  Interest Expense                            3       3      0.0%      3      0.0%            12        16     -25.0% 
  Other Income, net                          (1)     (2)     N/M*     (1)     N/M             (1)        3       N/M  
  Income Before Income Taxes                305     356    -14.3%    192     58.9%           903     1,027     -12.1% 
  Provision for Income Taxes                117     137    -14.6%     74     58.1%           347       394     -11.9% 
                  Segment Net Income(1)    $188    $219    -14.2%   $118     59.3%          $556      $633     -12.2% 
  Segment EBITDA (5)                        $316    $369   -14.4%    $202    56.4%           $943    $1,068    -11.7% 
  Segment EBITDA margin (6)                44.0%   51.6% -760 bps   43.5%   50 bps          44.7%     51.1%  -640 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) 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. 

  (8) 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.   

  (9) 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
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