RNS Number:5288U
Bellsouth Corp
22 January 2004


For Immediate Release

January 22, 2004

For More Information Contact:

Jeff Battcher, Media Relations at 404-249-2793

BellSouth Investor Relations at 800-241-3419


                   BellSouth Reports Fourth Quarter Earnings

      * 4 million long distance customers
      * 1.5 million high-speed Internet customers
      * 642,000 Cingular Wireless net additional customers
      * 345,000 Latin America net additional customers

ATLANTA - BellSouth Corporation (NYSE: BLS) reported earnings per share (EPS) of
43 cents in the fourth quarter of 2003, including special charges totaling 8
cents (see below). This compared to reported EPS of 31 cents in the fourth
quarter of 2002, which included special charges totaling 14 cents (see below).


For the fourth quarter, consolidated revenues increased 0.9 percent to $5.7
billion compared to the same quarter of the previous year. Net income was $787
million compared to $574 million in the same quarter a year ago.

In accordance with Generally Accepted Accounting Principles (GAAP), BellSouth's
reported consolidated revenues and consolidated operating expenses do not
include the company's 40 percent share of Cingular Wireless. Normalized results
include BellSouth's 40 percent proportionate share of Cingular's revenues and
expenses.


Normalized EPS of 51 cents increased 13.3 percent in the fourth quarter of 2003
compared to 45 cents in the same quarter a year ago. Normalized revenues were
$7.3 billion, an increase of 4.1 percent versus the fourth quarter of 2002.
Normalized net income was $949 million, compared to $846 million in the same
quarter a year ago.

Full Year Results

For the full year of 2003, BellSouth reported EPS of $2.11. This compared to 71
cents in 2002, which included special charges totaling $1.32 outlined in the
attached financial statements. For the full year, consolidated revenues
increased 0.9 percent to $22.6 billion. Reported net income was $3.9 billion
compared to $1.3 billion the previous year. Normalized EPS was $2.07 compared to
$2.03 in 2002. Including Cingular, revenues were up slightly versus 2002 at
$28.7 billion. Normalized net income was $3.8 billion for the year, up slightly
compared to 2002.

Operating free cash flow (defined as cash flow from operations less capital
expenditures) totaled $5.3 billion for the full year. Capital expenditures for
2003 were $3.2 billion, a reduction of 15.5 percent compared to 2002. Total debt
at December 31, 2003 was $15.0 billion, a reduction of $2.4 billion since the
first of the year.

In November, BellSouth's Board of Directors declared an 8.7 percent increase in
the quarterly common stock dividend, payable February 2, 2004. Over the last
seven quarters, the company has increased its quarterly dividend 31.6 percent to
25 cents per common share.

Communications Group

In 2003, BellSouth Long Distance and DSL high-speed Internet service revenue
growth offset access line declines holding Communications Group revenues nearly
flat at $18.4 billion compared to 2002. In the fourth quarter, revenues
increased 2.1 percent to $4.6 billion compared to $4.5 billion in the same
quarter the previous year. Operating margin for the quarter improved to 25.7
percent compared to 24.6 percent in the same quarter last year.

In the fourth quarter, BellSouth AnswersSM packages increased to more than 3
million, which represents a 24 percent penetration of primary access lines.
Answers combines customers' local, long distance, Internet and wireless services
all on one bill. BellSouth(R) Unlimited AnswersSM contributed to the growth in
package customers with subscribers exceeding 1 million at the end of fourth
quarter. Unlimited Answers allows customers to call anywhere in the United
States anytime for a flat monthly fee.

BellSouth added approximately 3 million long distance customers during 2003, for
a total of 3.96 million customers and almost 30 percent penetration of its
mass-market customers by year-end. During the fourth quarter, about 40 percent
of new customers included international long distance in their calling plans.
This was due in part to the October introduction of BellSouth's International
Advantage Plan, which offers residential customers competitive flat rates at any
time of day to many countries including Canada and Mexico.


BellSouth added 126,000 net DSL customers in the fourth quarter of 2003,
compared to 97,000 customer additions in the fourth quarter of 2002, bringing
its end of year total subscribers to 1.46 million. BellSouth(R) FastAccess(R)
DSL Lite contributed to this increase. BellSouth's Internet access portfolio
offers customers an easy migration path from dial-up Internet access to two
different tiers of high-speed Internet access with the option to add features
like home networking and parental controls. Lead by DSL, data revenues of $1.1
billion grew 4.0 percent in the fourth quarter of 2003 compared to the same
quarter of 2002.


Total access lines of 23.7 million at December 31 declined 3.6 percent compared
to a year earlier, impacted by the economy, competition and technology
substitution. Residence and business access lines served by BellSouth
competitors under UNE-P (unbundled network elements-platform) increased by
199,000 in the fourth quarter.


Domestic Wireless / Cingular

Cingular Wireless added 642,000 net cellular/PCS customers in the fourth
quarter. Cingular's focus on calling plans tailored to local markets and
co-branding and bundling programs with its parent companies were significant
contributors to growth at Cingular, which ended the quarter with more than 24
million cellular/PCS customers.

As disclosed in Cingular's press release, the company changed its presentation
of Universal Service Fund (USF) payments and receipts to a gross basis.
Reflecting this change,

BellSouth's share of Cingular's revenues was $1.6 billion, a gain of 5.7 percent
compared to the same quarter a year ago. Segment operating income was $131
million for the quarter compared to $284 million in 2002. Fourth quarter
operating margins were impacted by significantly higher gross customer
additions, extensive customer retention programs, increased advertising and
costs associated with launching wireless local number portability. For the full
year of 2003, segment operating income totaled $915 million compared to $1.1
billion in 2002.



Cingular continues to upgrade network efficiency and capability through movement
of its subscriber base to GSM/GPRS and deployment of EDGE. By the end of 2003,
the company's GSM/GPRS network was available to 93 percent of its potential
customers and with approximately 57 percent of subscriber minutes traveling on
this upgraded network.

Latin America Group

Growth in customers, revenues and margins continued in the Latin America
wireless group during the fourth quarter of 2003. Wireless customers increased
345,000 on a consolidated basis. Year-over-year, customers increased 1.5
million, or 18.6 percent. BellSouth's Latin America group served 9.7 million
customers at year-end.

Consolidated Latin America revenues increased 30.9 percent to $636 million in
the fourth quarter of 2003 compared to the same three months of the previous
year. Strong customer growth in Venezuela, Argentina, Chile and Columbia drove
the increase in segment revenues. Focusing on growing revenues, improving
operating margins and targeting capital deployments contributed to positive
operating free cash flow in 2003. Segment net income was $62 million in the
fourth quarter and $161 million for the full year.

During the fourth quarter, BellSouth entered into a debt purchase agreement with
senior secured creditors of BCP, a wireless company in Sao Paulo, Brazil. As a
result of the agreement, BellSouth sold its entire interest in BCP and
recognized a total net loss associated with the sale of $161 million.

Advertising & Publishing

Advertising & Publishing revenues were $522 million in the fourth quarter of
2003, a decrease of 6.1 percent compared to the same quarter a year ago,
resulting in part from reduced spending on advertising and continued
competition. Segment net income of $147 million was 24.6 percent higher than the
fourth quarter of 2002, primarily the result of improvement in uncollectibles
expense. Full year operating revenues declined 5.0 percent and net income
improved 10.1 percent.



Special Items

In the fourth quarter of 2003, the difference between reported (GAAP) EPS of 43
cents and normalized EPS of 51 cents is the result of three special items:

Foreign currency transaction gains                  1 cent           Gain
Pension settlement / severance costs                1 cent           Charge
Sale of Brazil SP                                   9 cents          Charge
Effect of Rounding                                  1 cent
Total of special items                              8 cents          Charge

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

Pension settlement / severance costs - This charge represents the net severance
related costs recorded in the fourth quarter associated with workforce
reductions, offset by pension settlement gains associated with workforce
reductions.

Sale of Brazil SP - Loss on sale of Brazil SP.

In the fourth quarter of 2002, special charges totaled 14 cents per share, after
rounding, for: asset impairments (11 cents); workforce reduction (3 cents);
disposition of Listel (3 cents); foreign currency transaction losses (1 cent)
and an adjustment of 4 cents to Advertising & Publishing results to reflect the
2003 accounting change.



About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications services company
headquartered in Atlanta, Georgia. BellSouth and its affiliates serve more than
45 million local, long distance, Internet and wireless customers in the United
States and 13 other countries.

Consistently recognized for customer satisfaction, BellSouth provides complete
communications solutions to the residential and business markets. In the
residential market, BellSouth offers DSL high-speed Internet access and long
distance, advanced voice features and other services. The company's BellSouth
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 and Cingular Wireless. In the business market,
BellSouth serves small, medium and large businesses providing secure, reliable
local and long distance voice and data networking solutions. BellSouth also
provides online and directory advertising services through BellSouth(R)
RealPages.comSM and The Real Yellow Pages(R).

BellSouth owns 40 percent of Cingular Wireless, the nation's second largest
wireless company, which provides innovative wireless voice and data 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 will be BellSouth CFO, Ron Dykes and Investor Relations Vice
President, Nancy Davis. 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, 2004. The replay can be accessed by dialing:

Domestic: 800-642-1687 - Reservation number: 4367951

International: 706-645-9291 - Reservation number: 4367951

The conference call will also be web cast live beginning at 10:00 a.m. (ET) on
our website at www.bellsouth.com/investor. A replay of the call will be
available on the website through January 29, 2004.

In addition to historical information, this document may contain forward-looking
statements regarding events and financial trends. Factors that could affect
future results and could cause actual results to differ materially from those
expressed or implied in the forward-looking statements include: (i) a change in
economic conditions in 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.

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

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

  Note to Readers: See Normalization Earnings Summary and Reconciliation to GAAP results on pages 3 and 4 for a summary 
  of unusual items included in Reported Basis results.                                                                  
 

                                                                                                                        
                                                                                        Year-to-Date                    
                                           4Q03    4Q02    Growth     3Q03     Growth           2003     2002     Growth
  Operating Revenues                                                                                                    
     Communications group               $ 4,576 $ 4,481       2.1% $ 4,626      -1.1%       $ 18,255 $ 18,226       0.2%
      Latin America                         635     486      30.7%     587       8.2%          2,294    2,233       2.7%
      Advertising and publishing            518     709     -26.9%     501       3.4%          2,033    1,921       5.8%
      All other                              13      16     -18.8%      14      -7.1%             53       60     -11.7%
         Total Operating Revenues         5,742   5,692       0.9%   5,728       0.2%         22,635   22,440       0.9%
                                                                                                                        
  Operating Expenses                                                                                                    
     Cost of services and products        2,009   1,855     8.3%     2,038      -1.4%          7,988    7,573       5.5%
     Selling, general & administrative    
      expenses                            1,136   1,238    -8.2%     1,032      10.1%          4,353    4,481      -2.9%
     Depreciation and amortization        1,043   1,151    -9.4%     1,052      -0.9%          4,179    4,643     -10.0%
     Provision for restructuring
      and asset impairments                  16     312   -94.9%        52     -69.2%            209      997     -79.0%
         Total Operating Expenses         4,204   4,556    -7.7%     4,174       0.7%         16,729   17,694      -5.5%

  Operating Income                        1,538   1,136    35.4%     1,554      -1.0%          5,906    4,746      24.4%
  Interest Expense                          243     292   -16.8%       260      -6.5%          1,048    1,188     -11.8%
  Other Income (Expense), net                 1      68   -98.5%       148     -99.3%            742      858     -13.5%
  Income Before Taxes and 
  Accounting Change                       1,296     912    42.1%     1,442     -10.1%          5,600    4,416      26.8%
  Provision for Income Taxes                509     338    50.6%       506       0.6%          2,011    1,808      11.2%
  Income Before Cumulative Effect Change    787     574    37.1%       936     -15.9%          3,589    2,608      37.6%
  Cumulative Effect of Changes in 
   Accounting Principle                       -       -                  -                       315   (1,285)    124.5%
  
     Net Income                            $787    $574    37.1%      $936     -15.9%         $3,904   $1,323     195.1%
                                                                                                                        
  Diluted:                                                                                                              
     Weighted Average Common Shares       
       Outstanding                        1,845   1,865    -1.1%     1,851       -0.3%     1,852      1,876       -1.3% 
     Earnings Per Share                   $0.43   $0.31    38.7%     $0.51      -15.7%     $2.11      $0.71      197.2% 
                   

  Selected Financial and                                                                                                
  Operating Data                                                                                                        

  Operating income                       $1,538  $1,136    35.4%    $1,554       -1.0%    $5,906     $4,746      24.4% 
  Operating margin                         26.8%   20.0%  680 bps     27.1%    -30 bps      26.1%      21.1%    500 bps 

  Declared dividends per share            $0.25   $0.20    25.0%     $0.23        8.7%     $0.92      $0.79       16.5% 
  Capital expenditures                   $1,076    $922    16.7%      $764       40.8%    $3,200     $3,785      -15.5% 

  Common shares outstanding               1,830   1,860    -1.6%     1,848       -1.0%                                  
  Book value per share                   $10.77   $9.63    11.8%    $10.65        1.1%                                  
  Debt ratio                               43.1%   49.2% -610 bps    43.2%    -10 bps                                  
                                                             
  Total employees                        75,743  77,020    -1.7%    76,009       -0.3%                                  
 
                                                                                                                        
  BellSouth Corporation                                                                                                 
  Consolidated Statements of Income - Normalized Basis (unaudited)                                                      
  (amounts in millions, except per share data)                                                                          

  Note to Readers: Our reported results, as shown on page 1, are prepared in accordance with generally accepted         
  accounting principles (GAAP). The normalized results presented below exclude the impact of certain non-recurring or   
  non-operating items, the details of which are provided on pages 3 and 4 of this release. In addition, the normalized  
  results reflect our 40% proportionate share of Cingular's results, the presentation of which is not allowed under     
  GAAP. Certain reclassifications have been made to prior periods to conform to the current presentation.               
                                                                                                                        
                                                                                         Year-to-Date                 
                                                   4Q03    4Q02    Growth  3Q03    Growth        2003       2002  Growth
                                                                                                                        
  Operating Revenues                                                                                                    
    Communications group                       $  4,528 $ 4,441    2.0% $ 4,583      -1.2%   $ 18,084   $ 18,180   -0.5%
    Domestic wireless                             1,565   1,481    5.7%   1,624      -3.6%      6,193     5,961     3.9%
    Latin America                                   635     486   30.7%     587       8.2%      2,294     2,233     2.7%
    Advertising and publishing                      518     548   -5.5%     501       3.4%      2,033     2,134    -4.7%
    All other                                        14      15   -6.7%      14       0.0%         54        59    -8.5%
       Total Operating Revenues                   7,260   6,971    4.1%   7,309      -0.7%     28,658    28,567     0.3%
       
  Operating Expenses                                                                                                    
    Cost of services and products                 2,574   2,276   13.1%   2,642      -2.6%     10,105     9,447     7.0%
    Selling, general, & administrative expenses   1,728   1,726    0.1%   1,605       7.7%      6,507     6,632    -1.9%
    Depreciation and amortization                 1,271   1,338   -5.0%   1,261       0.8%      5,014     5,383    -6.9%
       Total Operating Expenses                   5,573   5,340    4.4%   5,508       1.2%      21,626   21,462     0.8%
  Operating Income                                1,687   1,631    3.4%   1,801      -6.3%       7,032    7,105    -1.0%
  Interest Expense                                  302     357  -15.4%     316      -4.4%       1,295    1,426    -9.2%
  Other Income (Expense), net                        71      31  129.0%      24     195.8%         195      213    -8.5%
  Income Before Income Taxes                      1,456   1,305   11.6%   1,509      -3.5%       5,932    5,892     0.7%
  Provision for Income Taxes                        507     459   10.5%     529      -4.2%       2,091    2,075     0.8%
    Net Income                                     $949    $846   12.2%    $980      -3.2%      $3,841   $3,817     0.6%
                                         
  Diluted:                                                                                                              
     Weighted Average Common Shares Outstanding   1,845   1,865   -1.1%   1,851      -0.3%       1,852    1,876    -1.3%
     Earnings Per Share                           $0.51   $0.45   13.3%   $0.53      -3.8%       $2.07    $2.03     2.0%
                                                                                                                        
  Selected Financial and Operating Data                                                                                 

  Operating income                               $1,687  $1,631    3.4%  $1,801      -6.3%      $7,032   $7,105    -1.0%
  Operating margin                                 23.2%   23.4% -20 bps   24.6%    -140 bps      24.5%    24.9% -40 bps
  Declared dividends per share                    $0.25   $0.20   25.0%   $0.23       8.7%       $0.92    $0.79    16.5%
  Capital expenditures                           $1,076    $922   16.7%    $764      40.8%      $3,200   $3,785   -15.5%
  Common shares outstanding                       1,830   1,860   -1.6%   1,848      -1.0%                              
  Book value per share                           $10.77   $9.63   11.8%  $10.65       1.1%                              
  Debt ratio                                       43.1%   49.2% -610 bps  43.2%      -10 bps                           
  Total employees                                75,743  77,020  -1.7%   76,009      -0.3%                              
 
                                                                                                                        
  BellSouth Corporation                                                                                                 
  Normalized Earnings Summary and Reconciliation to Reported                                                            
  Results                                                                                                               

  (amounts in millions, except                                                                                          
  per share data)                                                                                                       

  Fourth Quarter 2003                                  Normalizing Items                                                
                                                                     FX Losses     Pension/     Sale of                 
                                                         Cingular       (Gains)   Severance    Brazil SP                
                                        GAAP                    A            F            J            K    Normalized 

  Operating Revenues                 $ 5,742              $ 1,518          $ -          $ -          $ -       $ 7,260  
  Operating Expenses                   4,204                1,385            -          (16)           -         5,573  
  Operating Income                     1,538                  133            -           16            -         1,687  
  Interest Expense                       243                   59            -            -            -           302  
  Other Income (Expense), net              1                  (70)         (14)           -          154            71  
  Income Before Taxes and              1,296                    4          (14)          16          154         1,456  
  Accounting Change                                                                                                     
  Provision for Income Taxes             509                    4           (5)           6           (7)          507  
  Net Income Before Cumulative           787                    -           (9)          10          161           949  
  Effect Change                                                                                                         
  Cumulative Effect of Change in           -                    -            -            -            -             -  
  Accounting Principle                                                                                                  
  Net Income                            $787                   $0          ($9)         $10         $161          $949  
  Diluted Earnings Per Share *         $0.43                $0.00       ($0.00)       $0.01        $0.09         $0.51  

  * Normalized earnings per share for fourth quarter 2003 does not sum due to                                           
    rounding.                                                                                                           
 
                                                                                                                        
  Year-to-Date 2003             Normalizing Items                                                                       
                                      FX Losses       A&P                Pension/  Sale  of        Asset                
                             Cingular   (Gains)     Acctg.   FAS 143    Severance    Brazil   Impairment                
                                                   Change                            NE/SP                              
                    GAAP           A          F         G          I            J        K             L    Normalized 

  Operating                  
  Revenues     $ 22,635      $ 6,023        $ -       $ -        $ -          $ -      $ -           $ -      $ 28,658  
  Operating     16,729         5,106          -         -          -         (157)       -           (52)       21,626  
  Expenses                                                                                                              

  Operating      5,906           917          -         -          -          157        -            52         7,032  
  Income                                                                                                                

  Interest       1,048           247          -         -          -            -        -             -         1,295  
  Expense                                                                                                               

  Other Income     742          (658)      (118)        -          -            -      229             -           195  
  (Expense),                                                                                                            
  net                                                                                                                   

  Income         5,600            12       (118)        -          -          157      229            52         5,932  
  Before Taxes                                                                                                          
  and                                                                                                                   
  Accounting                                                                                                            
  Change                                                                                                                

  Provision      2,011            12         (8)        -          -           61       (5)           20         2,091  
  for Income                                                                                                            
  Taxes                                                                                                                 

  Net Income     3,589             -       (110)        -          -           96      234            32         3,841  
  Before                                                                                                                
  Cumulative                                                                                                            
  Effect                                                                                                                
  Change                                                                                                                

  Cumulative       315             -          -       501       (816)           -        -             -             -  
  Effect of                                                                                                             
  Change in                                                                                                             
  Accounting                                                                                                            
  Principle                                                                                                             

  Net Income      $3,904          $0      ($110)     $501      ($816)         $96     $234           $32        $3,841  

  Diluted          $2.11       $0.00     ($0.06)    $0.27     ($0.44)       $0.05    $0.13         $0.02         $2.07  
  Earnings Per                                                                                                          
  Share *                                                                                                               

  * Normalized earnings per share for year-to-date 2003 does not sum due to 
    rounding.                                                                                                           
 
                                                                                                                        
  Fourth  Quarter 2002     Normalizing Items                                                                          
                                        FX Losses          A&P    Pension/    Disposition          Asset               
                             Cingular     (Gains)       Acctg.   Severance      of Listel    Impairments               
                                                        Change                                                          
                  GAAP              A           F            G           J              K              L    Normalized 
  Operating             
  Revenues     $ 5,692        $ 1,441         $ -      $ (162)         $ -            $ -            $ -       $ 6,971  
                                                                                               
  Operating      4,556          1,235           -         (54)        (105)             -           (292)        5,340  
  Expenses                                                                                                              

  Operating      1,136            206           -        (108)         105              -            292         1,631  
  Income                                                                                                                

  Interest         292             65           -           -            -              -              -           357  
  Expense                                                                                                               

  Other Income      68           (141)         33           -            -             74             (3)           31  
  (Expense),                                                                                                            
  net                                                                                                                   

  Income           912              -          33        (108)         105             74            289         1,305  
  Before Taxes                                                                                                          
  and                                                                                                                   
  Accounting                                                                                                            
  Change                                                                                                                

  Provision        338              -           7         (41)          41             23             91           459  
  for Income                                                                                                            
  Taxes                                                                                                                 

  Net Income       574              -          26         (67)          64             51            198           846  
  Before                                                                                                                
  Cumulative                                                                                                            
  Effect                                                                                                                
  Change                                                                                                                

  Cumulative         -              -           -           -            -              -              -             -  
  Effect of                                                                                                             
  Change in                                                                                                             
  Accounting                                                                                                            
  Principle                                                                                                             

  Net Income      $574             $0         $26        ($67)         $64            $51           $198          $846  

  Diluted        $0.31          $0.00       $0.01      ($0.04)       $0.03          $0.03          $0.11         $0.45  
  Earnings Per                                                                                                          
  Share                                                                                                                 
 
  Year-to-Date 2002       Normalizing Items                                                                    
                                                                                                                    
                                                          Losses on    Brazil Loan     Unbilled   FX Losses         A&P 
                                    Cingular     E-Plus      Equity   Impairments     Rec. Adj.     (Gains)       Acctg.
                                                            Invest.                                              Change 
                        GAAP              A          B           C              D            E           F           G 

  Operating         $ 22,440        $ 5,807        $ -         $ -            $ -        $ 163         $ -        $ 49  
  Revenues                                                                                                              
  Operating           17,694          4,799          -           -              -            -           -          50  
  Expenses                                                                                                              
  Operating            4,746          1,008          -           -              -          163           -          (1) 
  Income                                                                                                                
  Interest             1,188            244          -           -              -            -           -           -  
  Expense                                                                                                               
  Other Income           858           (764)    (1,339)        388            383            -         579           -  
  (Expense), net                                                                                                        
  Income Before        4,416              -     (1,339)        388            383          163         579          (1) 
  Taxes and                                                                                                             
  Accounting                                                                                                            
  Change                                                                                                                
  Provision for        1,808              -       (482)        114            120           62         (18)          -  
  Income Taxes                                                                                                          
  Net Income           2,608              -       (857)        274            263          101         597          (1) 
  Before                                                                                                                
  Cumulative                                                                                                            
  Effect Change                                                                                                         
  Cumulative          (1,285)             -          -           -              -            -           -           -  
  Effect of                                                                                                             
  Change in                                                                                                             
  Accounting                                                                                                            
  Principle                                                                                                             
  Net Income          $1,323             $0      ($857)       $274           $263         $101        $597         ($1) 
  Diluted              $0.71          $0.00     ($0.46)      $0.15          $0.14        $0.05       $0.32      ($0.00) 
  Earnings Per                                                                                                          
  Share *                                                                                                               

  * Normalized earnings per share for year-to-date 2002 does not sum due to rounding.                                   
                                                     
 
                                                                                                                        
  Year-to-Date 2002                                                                                                     
                                      Pension/    Disposition         Asset    Early Exting.     Florida               
                          FAS 142    Severance      of Listel   Impairments          of Debt    Late Pay               
                               H            J              K              L                M           N    Normalized 

  Operating Revenues         $ -          $ -            $ -            $ -              $ -       $ 108      $ 28,567  
  Operating Expenses           -         (654)             -           (427)               -           -        21,462  
  Operating Income             -          654              -            427                -         108         7,105  
  Interest Expense             -            -              -              -                -          (6)        1,426  
  Other Income                 -            -             74             (3)              37           -           213  
  (Expense), net                                                                                                        
  Income Before Taxes          -          654             74            424               37         114         5,892  
  and Accounting                                                                                                        
  Change                                                                                                                
  Provision for Income         -          248             23            141               15          44         2,075  
  Taxes                                                                                                                 
  Net Income Before            -          406             51            283               22          70         3,817  
  Cumulative Effect                                                                                                     
  Change                                                                                                                
  Cumulative Effect of     1,285            -              -              -                -           -             -  
  Change in Accounting                                                                                                  
  Principle                                                                                                             
  Net Income              $1,285         $406            $51           $283              $22         $70        $3,817  
  Diluted Earnings Per     $0.68        $0.22          $0.03          $0.15            $0.01       $0.04         $2.03  
  Share *                                                                                                               
 
 
                                                                                                                        
  BellSouth Corporation                                                                                                 
  Notes to Normalized Financial and Operating Data (pages 3 and 4)                                                      
  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 proportional eliminations for amounts charged by      
          other BellSouth companies to Cingular.                       

  (b)     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.                                 

  (c)     Losses on equity investments - Represents charges for the    
          impairment of and open market sales of an equity investment  
          in Qwest Communications. Also includes $63 impairment        
          related to an investment in Guatemala and $6 in losses for   
          the liquidation of an investment in Crown Castle.            

  (d)     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.                           

  (e)     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.                                         

  (f)     Foreign currency transaction (gains) losses - Represents net 
          transaction (gains) losses incurred by our Latin American    
          operations related primarily to US Dollar denominated        
          liabilities. These (gains) losses reflect the impact of the  
          strengthening) weakening of those operations' local         
          currencies against the U.S. Dollar which requires            
          recognition in the current period income statement.          

  (g)     Change in method of accounting related to our directory      
          publishing business from the issue basis method to the       
          deferral method - The 2003 amount is a one-time charge to    
          net income of $501. The 2002 amounts reflect our recasting   
          of prior year results to present the advertising and         
          publishing segment on a comparable basis year-over-year.     

  (h)     Adoption of Financial Accounting Standard No. 142 (FAS 142)  
          - Represents a one-time charge related to the adoption of    
          new accounting rules for goodwill. The non-cash charge       
          reduced the value of goodwill on the company's balance sheet 
          by approximately $1.3 billion.                               

  (i)     Adoption of Financial Accounting Standard No. 143 (FAS 143)  
          - Represents a one-time charge related to the adoption of    
          new accounting rules associated with obligations related to  
          the retirement of long-lived assets. The adjustment resulted 
          in a one-time increase to net income of $816.                

  (j)     Pension/Severance Costs - Represents severance accruals      
          recorded to reflect workforce reductions in an effort to     
          reduce operating costs. The accruals include cash severance, 
          outplacement costs and payroll taxes. Amounts also include   
          pension settlements as the number of employees who separated 
          and elected to receive lump-sum retirement benefits exceeded 
          thresholds which required current recognition of deferred    
          amounts related to these benefits.                           

  (k)     Loss on sale of Brazil NE, Brazil SP and Listel (BellSouth's 
          Brazilian yellow pages operation).                           

  (l)     Service curtailments/Asset impairments - The 2003 charge for 
          asset impairment represents the write-off of capitalized     
          software related to an abandoned systems project. Prior      
          periods represent charges related to the impairment of MMDS  
          spectrum previously held for sale ($150 after tax),          
          impairments related to Cingular Wireless's TDMA network      
          assets and Mobitex data business ($48 after tax) and the     
          decision to eliminate 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.                                          

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

  (n)     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.                  
 
  BellSouth Corporation                                                                                                 
  Consolidated Balance Sheets (unaudited)                                                                               
  (amounts in millions, except per share data)                                                                          
                                                           December     December   Change vs.    September       Change
                                                               31,          31,                        30,          vs. 
                                                              2003         2002    Prior Year         2003        Prior
                                                                                                                Quarter 
  Assets                                                                                                                
  Current Assets:                                                                                                       
    Cash and cash equivalents                               $4,556       $2,482        $2,074       $5,025       ($469) 
    Accounts receivable, net of                              2,847        4,129        (1,282)       3,013        (166) 
    allowance for uncollectibles of                                                                     
    $438, $476, and $461                                                                               
    Material and supplies                                      375          313            62          329          46  
    Other current assets                                       990          938            52          932          58  
      Total Current Assets                                   8,768        7,862           906        9,299        (531) 
                                       
  Investments and Advances                                   8,552        9,741        (1,189)       8,394         158  
  Property, Plant and Equipment, net                        23,807       23,445           362       23,765          42  
  Deferred Charges and Other Assets                          5,855        5,726           129        5,756          99  
  Goodwill                                                     342          347            (5)         346          (4) 
  Intangible Assets, net                                     2,297        2,358           (61)       2,262          35  
  Total Assets                                             $49,621      $49,479          $142      $49,822       ($201) 

  Liabilities and Shareholders' Equity                                                                                  
  Current Liabilities:                                                                                                  
    Debt maturing within one year                           $3,491       $5,114       ($1,623)      $3,347        $144  
    Accounts payable                                         1,258        1,572          (314)       1,294         (36) 
    Other current liabilities                                3,628        2,897           731        3,701         (73) 
      Total Current Liabilities                              8,377        9,583        (1,206)       8,342          35  
                                       
  Long-Term Debt                                            11,489       12,283          (794)      11,646        (157) 
  Noncurrent Liabilities:                                                                                               
    Deferred income taxes                                    5,349        4,452           897        5,352          (3) 
    Other noncurrent liabilities                             4,694        5,255          (561)       4,810        (116) 
      Total Noncurrent Liabilities                          10,043        9,707           336       10,162        (119) 
                                                 
  Shareholders' Equity:                                                                                                 
    Common stock, $1 par value                               2,020        2,020             0        2,020           0  
    Paid-in capital                                          7,729        7,546           183        7,656          73  
    Retained earnings                                       16,540       14,531         2,009       16,251         289  
    Accumulated other comprehensive                           (585)        (740)          155         (771)        186  
    income                                                                                              
    Shares held in trust and treasury                       (5,992)      (5,372)         (620)      (5,488)       (504) 
    Guarantee of ESOP debt                                       0          (79)           79            4          (4) 
      Total Shareholders' Equity                            19,712       17,906         1,806       19,672          40  
                                       
                                                
  Total Liabilities and Shareholders' Equity               $49,621      $49,479          $142      $49,822       ($201) 
 
 
                                                                                                                        
  BellSouth Corporation                                                                                                 
  Consolidated Statements of Cash Flows (unaudited)                                                                     
  (amounts in millions, except per share data)                                                                          
                                                                                              Year-To-Date             
                                                              4Q03        4Q02        3Q03            2003        2002 
  Cash Flows from Operating Activities:                                                                                 
  Net income                                                 $ 787       $ 574       $ 936         $ 3,904     $ 1,323  
  Adjustments to net income:                                                                                            
    Depreciation and                                         1,043       1,151       1,052           4,179       4,643  
    amortization                                                                               
    Provision for                                              140         233         117             563         850  
    uncollectibles                                                                             
    Net losses (earnings) of                                   (30)        (88)        (82)           (465)        (80) 
    equity affiliates                                                                          
    Minority interests in                                       17           6          18              47         (74) 
    income of subsidiaries                                                                     
    Deferred income taxes                                       (5)        189         275             958       1,179  
    Net (gains) losses on sale                                 (49)        (39)         (1)            (42)        349  
    or impairment of equity                                                                    
    securities                                                                                 
    Pension income                                            (134)       (208)       (134)           (535)       (826) 
    Pension settlement (gains)                                 (40)         60           -              47         167  
    losses                                                                                     
    Curtailment and                                              -           -           -               -          60  
    termination benefits                                                                       
    charges                                                                                    
    Stock-based compensation                                    35          39          35             137         171  
    Unbilled receivable                                          -           -           -               -         163  
    adjustment                                                                                 
    Asset impairments                                            -         221          52              52         302  
    Foreign currency                                           (22)         42           7            (159)        679  
    transaction (gains) losses                                                                 
    Cumulative effect of                                         -           -           -            (539)      1,285  
    changes in accounting                                                                      
    principle                                                                                  
    (Gain) loss on                                             154          74           -             229      (1,261) 
    sale/disposal of                                                                           
    operations                                                                                 
  Net change in:                                                                                                        
    Accounts receivable and                                    (63)       (195)        (68)           (132)       (204) 
    other current assets                                                                       
    Accounts payable and other                                (140)       (401)        228             199        (463) 
    current liabilities                                                                        
    Deferred charges and other                                  48          53         128             290          30  
    assets                                                                                     
    Other liabilities and                                     (145)         13        (100)           (284)          4  
    deferred credits                                                                           
  Other reconciling items, net                                  38         (11)          6              80         (51) 
  Net cash provided by operating activities                  1,634       1,713       2,469           8,529       8,246  

  Cash Flows from Investing Activities:                                                                                 
  Capital expenditures                                      (1,076)       (922)       (764)         (3,200)     (3,785) 
  Investments in and advances to equity affiliates               -         (28)          -               -        (309) 
  Investments in debt and equity securities                   (200)         (8)        (40)           (261)        (36) 
  Proceeds from sale of securities and operations              154           1           1             236       1,473  
  Proceeds from repayment of loans and advances                  -         453           -           1,899         885  
  Settlement of derivatives on advances                          -           -           -            (352)         85  
  Other investing activities, net                               (3)        (12)         (9)            (20)        (20) 
  Net cash provided by (used for) investing activities      (1,125)       (516)       (812)         (1,698)     (1,707) 

  Cash Flows from Financing Activities:                                                                                 
  Net borrowing (repayments) of short-term debt                (16)       (278)        (30)           (427)     (1,408) 
  Proceeds from long-term debt                                   -           9           -               1          17  
  Repayments of long-term debt                                 (39)         (4)       (307)         (1,932)     (1,223) 
  Dividends paid                                              (425)       (372)       (424)         (1,608)     (1,460) 
  Purchase of treasury shares                                 (536)       (136)          -            (858)       (591) 
  Other financing activities, net                               38          16           7              67          16  
  Net cash used for financing activities                      (978)       (765)       (754)         (4,757)     (4,649) 
  Net Increase (Decrease) in Cash and Cash Equivalents        (469)        432         903           2,074       1,890  
  Cash and Cash Equivalents at Beginning of Period           5,025       2,050       4,122           2,482         592  
  Cash and Cash Equivalents at End of Period               $ 4,556     $ 2,482     $ 5,025         $ 4,556     $ 2,482  
 
                                                                                                                        
  BellSouth Corporation                                                                                                 
  Results by Segment (amounts in                                                                                        
  millions) (unaudited)                                                                                                 

  Communications Group (1)                                                                                              
                                                                                         Year-To-Date                   
                                              4Q03     4Q02   Growth     3Q03   Growth           2003     2002   Growth 
  Operating Revenues                                                                                                    
    Voice                                   $3,132   $3,056      2.5%  $3,184     -1.6%       $12,622  $12,498      1.0%
    Data                                     1,099    1,057      4.0%   1,118     -1.7%         4,371    4,276      2.2%
    Other                                      387      408     -5.1%     366      5.7%         1,455    1,715    -15.2%
      Total Operating Revenues               4,618    4,521      2.1%   4,668     -1.1%        18,448   18,489    -0.2% 
                                         
  Operating Expenses                                                                                                    
    Cost of services and                     1,698    1,597      6.3%   1,720     -1.3%         6,755    6,525      3.5%
    products                                                                                               
    Selling, general, &                        792      772      2.6%     755      4.9%         3,079    2,887      6.7%
    administrative expenses                                                                                
    Depreciation and                           941    1,041     -9.6%     949     -0.8%         3,771    4,161     -9.4%
    amortization                                                                                           
      Total Operating Revenues               3,431    3,410      0.6%   3,424      0.2%        13,605     13,573    0.2%

  Segment Operating Income                  1,187    1,111      6.8%   1,244     -4.6%         4,843    4,916     -1.5% 
  Interest Expense                             90      134    -32.8%      98     -8.2%           407      498    -18.3% 
  Other Income (Expense), net                  10        1      N/M*       7     42.9%            38        4      N/M  
  Income Before Income Taxes                1,107      978     13.2%   1,153     -4.0%         4,474    4,422      1.2% 
  Provision for Income Taxes                  393      374      5.1%     426     -7.7%         1,645    1,671     -1.6% 
    Segment Net Income(1)                    $714     $604     18.2%    $727     -1.8%        $2,829     $2,751    2.8% 
                                   
  * - Not meaningful.                                                                                                   


  Selected Financial and Operating Data                                                                                 

  (amounts in millions)                                                                                                 
  Segment operating income                 $1,187   $1,111     6.8%   $1,244     -4.6%        $4,843   $4,916     -1.5% 
  Segment operating margin                   25.7%    24.6%  110 bps    26.6%  -90 bps          26.3%    26.6%   -30 bps
  Long distance revenues                     $411     $227    81.1%     $381      7.9%        $1,354     $862     57.1% 
  Access minutes of use                    22,903   23,324    -1.8%   23,390     -2.1%        92,141   98,571     -6.5% 
                                                                                                                        
  Capital expenditures                       $901     $760    18.6%     $692     30.2%        $2,824   $3,337    -15.4% 
                                                                                                                        
  (amounts in thousands)                                                                                                
  Wholesale Lines                           3,039    2,385    27.4%    2,873      5.8%                                  
  DSL customers                             1,462    1,021    43.2%    1,336      9.4%                                  
  LD customers                              3,960    1,002   295.2%    3,440     15.1%                                  
  Consumer ARPU (5)                        $53.28   $49.10     8.5%   $53.46     -0.3%                                  
                                                                                                                        
 
                                                                                                                        
  BellSouth Corporation                                                                                                 
  Results by Segment (unaudited)                                                                                        
  Supplemental Operating Data (in thousands)                                                                            
  Communications Group - Network Access Lines In Service(a)(b)                                                          
                                                                    4Q03     4Q02    Growth     3Q03     Growth 
  Access lines (b)                                                                                                      
    Residence                                                                                           
      Retail                                                                  
        Primary                                                   12,479   13,260      -5.9%  12,684      -1.6% 
        Additional                                                 1,601    1,926     -16.9%   1,671      -4.2% 
        Total Retail Residence                                    14,080   15,186      -7.3%  14,355      -1.9% 
      Wholesale                                                               
        Resale                                                       177      342     -48.2%     198     -10.6% 
        UNE-P                                                      1,696      934      81.6%   1,534      10.6% 
        Total Wholesale Residence                                  1,873    1,276      46.8%   1,732       8.1%         
                                    
    Total Residence                                               15,953   16,462      -3.1%  16,087     -0.8% 
                                                                                                                        
    Business                                                                                            
      Retail                                                                  
        Voice                                                      5,417    5,687      -4.7%   5,484      -1.2% 
        ISDN                                                       1,440    1,567      -8.1%   1,432       0.6% 
        Total Retail Business                                      6,857    7,254      -5.5%   6,916      -0.9%         
      Wholesale                                                               
        Resale                                                        79       94     -16.0%      82      -3.7% 
        UNE-P                                                        693      611      13.4%     660       5.0% 
        Total Wholesale Business                                     772      705       9.5%     742       4.0%         
                                  
    Total Business                                                 7,629    7,959      -4.1%   7,658      -0.4% 
    Other Retail/Wholesale Lines                                                                        
        Retail                                                        97      155     -37.4%     113     -14.2% 
        Wholesale                                                     50       27      85.2%      46       8.7% 
    Total Other Retail/Wholesale Lines                               147      182     -19.2%     159      -7.5% 
    Total Access Lines in Service                                 23,729   24,603      -3.6%  23,904      -0.7% 
                                                                                                                        
  Access Line Equivalents (c)                                                                                           
    Selected digital data services:                                                                     
        Unbundled                                                    344      377      -8.8%     353      -2.5% 
        Loops                                                      
        DS0 & ADSL                                                 9,051    6,437      40.6%   8,301       9.0% 
        DS1                                                        7,178    6,908       3.9%   7,088       1.3% 
        DS3 &                                                     31,534   31,704      -0.5%  31,309       0.7% 
        higher                                                     
  Total digital data lines in service                             48,107   45,426       5.9%  47,051       2.2% 
                                                                                                                        
  Total equivalent access lines in service                        71,836   70,029       2.6%  70,955       1.2% 
                                                                                                                        
         
  (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 switched 
          access line based on transport capacity. While the revenues generated 
          by access line equivalents have a directional relationship with these 
          counts, revenue growth rates cannot be compared to line growth rates 
          on an equivalent basis.                                     
 
 
  BellSouth Corporation                                                                                                 
  Results by Segment (amounts in                                                                                        
  millions) (unaudited)                                                                                                 
  Domestic Wireless Segment (1)(a)                                                                                      
                                                                                       Year-To-Date                    
                                            4Q03    4Q02    Growth    3Q03    Growth           2003     2002     Growth 
  Operating Revenues                                                                                                    
    Service revenues (3)(b)               $1,414  $1,384       2.2% $1,471      -3.9%        $5,689   $5,569       2.2% 
    Equipment and other revenue              151      97      55.7%    153      -1.3%           504      392      28.6% 
      Total Operating Revenues             1,565   1,481       5.7%  1,624      -3.6%         6,193    5,961       3.9% 
  Operating Expenses                                                                                                    
    Cost of services and                     607     484      25.4%    643      -5.6%         2,273    1,965      15.7% 
    products (b)                                                                                            
    Selling, general, &                      599     526      13.9%    577       3.8%         2,170    2,170       0.0% 
    administrative expenses                                                                                 
    Depreciation and                         228     187      21.9%    209       9.1%           835      740      12.8% 
    amortization                                                                                            
      Total Operating Expenses             1,434   1,197    19.8%    1,429       0.3%         5,278    4,875       8.3% 
                                         
  Segment Operating Income                   131     284     -53.9%    195     -32.8%           915    1,086     -15.7% 
  Interest Expense                            82      93     -11.8%     79       3.8%           343      364      -5.8% 
  Other Income (Expense), net                (38)    (30)    -26.7%    (44)     13.6%          (152)    (141)     -7.8% 
  Income Before Income Taxes                  11     161     -93.2%     72     -84.7%           420      581     -27.7% 
  Provision for Income Taxes                  (1)     63    -101.6%     28    -103.6%           159      224     -29.0% 
    Segment Net Income(1)                    $12     $98     -87.8%    $44     -72.7%          $261     $357     -26.9% 
                                   
  Selected Financial and Operating Data                                                                                 

  (amounts in millions, except customer                                                                                 
  data in thousands)                                                                                                    
  Segment operating income                   $131    $284    -53.9%    $195    -32.8%          $915   $1,086    -15.7% 
  Segment operating margin                   8.4%    19.2%  -1080 bps  12.0%  -360 bps         14.8%    18.2% -340 bps 

   Cellular/PCS Operating Metrics:                                                                                      
    Total Customers                         9,611   8,770      9.6%   9,354      2.7%         9,611    8,770      9.6% 
    Net Customer Additions                    257     (48)   635.4%     298    -13.8%           846      144    487.5% 
    Partitioned Customers                       0      13   -100.0%       0     N/M*              6       13    -53.8% 
    and/or Adjustments                                                                                      
    Churn                                     2.8%    2.7%   10 bps     2.8%   0 bps            2.7%     2.8%   -10 bps 
    Wireless Service ARPU (5)              $49.03  $51.84     -5.4%  $52.43     -6.5%        $51.32   $52.14     -1.6% 
    Minutes Of Use Per                        475     406     17.0%     456      4.2%           446      390     14.4% 
    Subscriber                                                                                              
    Licensed POPs (6)                          94      88      6.8%      94      0.0%            94       88      6.8% 
    Penetration (6)                          10.8%   10.1%   70 bps    10.6%   20 bps          10.8%    10.1%    70 bps 

  Cingular Interactive Operating Metrics:                                                                               
    Total Customers                           316     327     -3.4%     315      0.3%           316      327     -3.4% 
    Net Customer Additions                      -       6   -100.0%       -     N/M             (12)      34   -135.3% 

  * - Not meaningful.                                                                                                   
                                                                                                                        
  (a)     The domestic wireless segment is comprised of BellSouth's 40% share of 
          the reported results of Cingular Wireless.                                                                    
  (b)     In an effort to be consistent with emerging industry practices, the 
          income statement for all periods presented has been changed to reflect 
          billings to our customers for the Universal Service Fund (USF) and 
          other regulatory fees as "Service revenues" and the related payments 
          into the associated regulatory funds as "Cost of services" expenses. 
          Operating income and net income for all prior periods have been 
          unaffected. Following are the amounts used to adjust the 2002-2003 
          historical financial results (included in amounts above).                                            

                                                                                                             
    Service revenues                           39      18    116.7%      42     -7.1%           135       70     92.9% 
    Cost of services and products              39      18    116.7%      42     -7.1%           135       70     92.9% 
 
                                                                                                                        
  BellSouth Corporation                                                                                                 
  Results by Segment (amounts in                                                                                        
  millions) (unaudited)                                                                                                 
  Latin America Group (1)(2)                                                                                            
                                                                                        Year-To-Date                    
                                              4Q03     4Q02    Growth     3Q03    Growth           2003     2002  Growth
  Operating Revenues                                                                                                    
    Service revenues (3)                      $531     $411      29.2%    $494       7.5%        $1,928   $1,878    2.7%
    Equipment and other revenues               105       70      50.0%      94      11.7%           370      320   15.6%
    Advertising and                              -        5    -100.0%       -       N/M*             -       40 -100.0%
    publishing revenues                                                                                      
      Total                                    636      486      30.9%     588       8.2%         2,298    2,238    2.7%
      Operating Revenues                                                                                  

  Operating Expenses                                                                                                    
    Cost of services and products              246      172      43.0%     249      -1.2%           996      841   18.4%
    Selling, general, & 
      administrative expenses                  165      132      25.0%     151       9.3%           606      678  -10.6%
    Depreciation and amortization               93       98      -5.1%      91       2.2%           367      440  -16.6%
      Total Operating Expenses                 504      402      25.4%     491       2.6%         1,969    1,959    0.5%
  Segment Operating Income                     132       84      57.1%      97      36.1%           329      279   17.9%
  Interest Expense                              25       30     -16.7%      31     -19.4%           121      138  -12.3%
  Other Income (Expense), net                  (13)      (9)    -44.4%      (4)   -225.0%           (20)     (61)  67.2%
  Income Before Income Taxes                    94       45     108.9%      62      51.6%           188       80  135.0%
  Provision for Income Taxes                    32        6       N/M       14     128.6%            27      (28) 196.4%
    Segment Net Income(1)                      $62      $39      59.0%     $48      29.2%          $161     $108   49.1%
   
  * - Not meaningful.                                                                                                   


  Selected Financial and Operating                                                                                      
  Data                                                                                                                  
  (amounts in millions, except                                                                                          
  customer data in thousands)                                                                                           
  Segment operating income                    $132      $84     57.1%      $97     36.1%           $329    $279  17.9% 
  Segment operating margin                    20.8%    17.3%   350 bps    16.5%   430 bps          14.3%   12.5% 180 bps
  Average monthly revenue per customer         $19      $17     11.8%      $18      5.6%            $18     $19   -5.3% 
  (3)                                                                                                                   
  Customer net adds in period (a)              345      259     33.2%      421    -18.1%          1,515     362    N/M  

  Customers (voice) (a)                      9,696    8,172     18.6%    9,351      3.7%          9,696   8,172   18.6% 
  POPs                                     160,600  162,100     -0.9%  160,600     0.0%         160,600 162,100   -0.9% 
  Penetration rate (4)                         6.0%     5.0%  100 bps     5.8%   20 bps             6.0%    5.0% 100 bps
              
  (a)     The beginning balance of 3Q02 customers was adjusted to include 225 
          customers related to fixed wireless customers in Venezuela. 
          Year-to-date net adds for 2002 would have been 143 higher. Annual 
          growth in net adds would have been 200%.                                                                      
                                                                                                                        
  BellSouth Corporation                                                                                                 
                                                                                                                        
  Worldwide Wireless  (unaudited)                                                                                       
  Customers and POPs by Country (in thousands)                                                                          
                                 
                          Ownership                                                                                     
                         Percentage                                                                                    
                              As of     Total Customers                       Total POPs                                
                                             As of                              As of                                   
 
  Country      Brand           4Q03     4Q03     4Q02 Growth    3Q03  Growth    4Q03     4Q02  Growth     3Q03   Growth 
                                                                                                                        
  United       Cingular       40.0%   24,027   21,925  9.6%   23,385   2.7%  236,000  219,000    7.8%  236,000     0.0% 
  States       Wireless                                                                          
                                                                                                                        
  Argentina    Movicom        86.7%    1,487    1,320  12.7%   1,391   6.9%   37,400   37,500   -0.3%    37,400    0.0% 
               BellSouth                                                                                                
                                                                                                                        
  Chile        BellSouth     100.0%    1,301    1,032  26.1%   1,238   5.1%   15,300   15,400   -0.6%    15,300    0.0% 
                                                                                                                        
  Colombia     Celumovil      66.0%    1,915    1,349  42.0%   1,824   5.0%   40,300   43,000   -6.3%    40,300    0.0% 
               BellSouth                                                                                                
                                                                                                                        
  Ecuador      BellSouth      89.4%      816    632    29.1%   833    -2.0%   13,200   12,800    3.1%    13,200    0.0% 
                                                                                                                        
  Guatemala    BellSouth      60.0%      252    193    30.6%   246     2.4%   13,000   11,700   11.1%    13,000    0.0% 
                                                                                                                        
  Nicaragua    BellSouth      89.0%      229    201    13.9%   262    -12.6%   2,900    2,900    0.0%   2,900      0.0% 
                                                                                                                        
  Panama       BellSouth      43.7%      420    335    25.4%   405     3.7%    2,800    3,000   -6.7%   2,800      0.0% 
                                                                                                                        
  Peru         BellSouth      97.4%      642    530    21.1%   614     4.6%   27,500   26,100    5.4%    27,500    0.0% 
                                                                                                                        
  Uruguay      Movicom        46.0%      146    143     2.1%   143     2.1%    2,100    2,100    0.0%   2,100      0.0% 
               BellSouth                                                                                                
                                                                                                                        
  Venezuela    Telcel         78.2%    3,307  3,107     6.4% 3,189     3.7%   24,000   24,400   -1.6%    24,000    0.0% 
               BellSouth                                                                                                
                                                                                                                        
  Total                               10,515  8,842    18.9% 10,145    3.6%  178,500  178,900   -0.2%   178,500    0.0% 
  Latin                                                                                                
  America                                                                                                               

  Denmark      Sonofon        46.5%    1,367  1,135    20.4%  1,305    4.8%    5,300    5,300    0.0%     5,300    0.0% 
                                                                                                                        
  Israel       Cellcom        34.8%    2,283  2,446    -6.7%  2,614  -12.7%    6,100    6,100    0.0%     6,100    0.0% 
                                                                                                                        
  Total Europe                         3,650  3,581     1.9%  3,919  -6.9%    11,400   11,400    0.0%    11,400    0.0% 
                                                                                                                        
  Total Worldwide                     38,192 34,348    11.2% 37,449   2.0%   425,900  409,300    4.1%   425,900    0.0% 
  Wireless                                                                            
 
 

  BellSouth Corporation                                                                                                 
  Results by Segment (amounts in                                                                                        
  millions) (unaudited)                                                                                                 
  Advertising & Publishing (1)                                                                                          
                                                                                        Year-To-Date                    
                                          4Q03    4Q02    Growth   3Q03     Growth           2003     2002     Growth 
  Operating Revenues                                                                                                    
    Advertising and                        470     497     -5.4%    475      -1.1%          1,906    2,010      -5.2% 
    publishing revenues                                                                                     
    Commission revenues                     52      59    -11.9%     30      73.3%            144      147      -2.0% 
      Total Operating Revenues             522     556     -6.1%    505       3.4%          2,050    2,157      -5.0% 
                                         
  Operating Expenses                                                                                                    
    Cost of services                        91      86      5.8%     94      -3.2%            345      351      -1.7% 
    Selling, general, & 
     administrative expenses               184     265    -30.6%    168       9.5%            706      879     -19.7%   
    Depreciation and                         7       8    -12.5%      5      40.0%             26       29     -10.3% 
    amortization                                                                                            
      Total Operating Expenses             282     359    -21.4%    267       5.6%          1,077    1,259     -14.5% 
      
  Segment Operating Income                 240     197     21.8%    238       0.8%            973      898       8.4% 
  Interest Expense                           2       3    -33.3%      1     100.0%              7       12     -41.7% 
  Other Income (Expense), net                1      (2)   150.0%      -       N/M*              2       (1)    300.0% 
  Income Before Income Taxes               239     192     24.5%    237       0.8%            968      885       9.4% 
  Provision for Income Taxes                92      74     24.3%     90       2.2%            368      340       8.2% 
    Segment Net Income(1)                 $147    $118    24.6%    $147       0.0%           $600     $545      10.1% 
                                   
  Segment operating income                $240    $197    21.8%    $238      0.8%            $973     $898      8.4% 
  Segment operating margin                46.0%   35.4%  1060 bps  47.1%  -110 bps           47.5%    41.6%   590 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)     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. Average monthly revenue   
          per customer is calculated by dividing average monthly service revenue 
          by average customers. 
          
  (4)     Penetration rate is calculated by dividing customers by POPs (excludes 
          POPs in markets where service has not been initiated).                                                        
    
  (5)     Management uses average revenue per unit (ARPU) as an indicator of 
          operating performance of the business.                                                                        
       
          Consumer ARPU - is defined as consumer revenues during the period 
          divided by average primary access lines during the period.                                                    
          Wireless Service ARPU - Cellular/PCS is defined as Cellular/
          PCS service revenues during the period divided by average Cellular/PCS                                        
          subscribers during the period. This metric is used to compare the 
          recurring revenue amounts being generated on our network to prior 
          periods and internal targets.                                                                        
          We believe that each of these metrics provides useful information 
          concerning the performance of our initiatives to attract and retain 
          high value customers and the use of our network.                                                        

  (6)     Licensed POPs refers to the number of people residing in areas where 
          Cingular and its partners, Salmon and T-Mobile USA, Inc., have 
          licenses to provide cellular or PCS service, including the New York 
          City metropolitan area, and in areas where Cingular has not yet       
          commenced service, such as the Salt Lake City area. As a result of the 
          consolidation of Salmon, effective January 1, 2003, Salmon's licensed 
          POPs of 4 million (BellSouth's 40% share) are included in the 2003 
          total licensed POPs. Penetration calculation is based upon licensed 
          operational POPs of 89 million (BellSouth's 40% share). The New York 
          City metropolitan area is included in the penetration calculation, 
          beginning in the third quarter of 2002.                                                                       
             
                                                                                                                        
  BellSouth Corporation                                                                                                 
  Non-GAAP Measures - Reconciliation                                                                                    
  (amounts in millions) (unaudited)                                                                                     

  Segment Net Income Reconciliation to                                                                                  
  GAAP Net Income                                                                                                       
                                                                                             Year-to-Date              
                                                    4Q03            4Q02             3Q03            2003         2002 
  Communications group segment net income          $ 714           $ 604            $ 727         $ 2,829      $ 2,751  
  Domestic wireless group segment net                 12              98               44             261          357  
  income (a)                                                                                                            
  Latin America group segment net income              62              39               48             161          108  
  Advertising and publishing group                   147             118              147             600          545  
  segment net income                                                                                                    
  Corporate, eliminations and other                   14             (13)              14             (10)          56  
  Normalized net income                              949             846              980           3,841        3,817  
  Add back Excluded non-recurring or                (162)           (272)             (44)             63       (2,494) 
  non-operational items (b)                                                                                             
  Consolidated GAAP net income                     $ 787           $ 574            $ 936         $ 3,904      $ 1,323  

         Free Cash Flow                                                                      Year-to-Date              
                                                    4Q03            4Q02             3Q03            2003         2002 
  Net cash provided by operating                 $ 1,634         $ 1,713          $ 2,469         $ 8,529      $ 8,246  
  activities                                                                                                            
  Less Capital Expenditures                       (1,076)           (922)            (764)         (3,200)      (3,785) 
  Operating Free Cash Flow                         $ 558           $ 791          $ 1,705         $ 5,329      $ 4,461  
           Net Debt                                                                                                     
        
                                             December 31,    December 31,    September 30,                              
                                                    2003            2002             2003                               
  Total Debt                                    $ 14,980        $ 17,397         $ 14,993                               
  Less Cash                                       (4,556)         (2,482)          (5,025)                              
  Net Debt                                      $ 10,424        $ 14,915          $ 9,968                               

  Communications Group Operating Income                                                       Year-to-Date              
  before Depreciation and Amortization                                                                                  
                                                    4Q03            4Q02             3Q03            2003         2002 
  Operating Revenues                             $ 4,618         $ 4,521          $ 4,668        $ 18,448     $ 18,489  
  Operating Income                                 1,187           1,111            1,244           4,843        4,916  
  Add back Depreciation and amortization             941           1,041              949           3,771        4,161  
  Operating Income before Depreciation           $ 2,128         $ 2,152          $ 2,193         $ 8,614      $ 9,077  
  and Amortization                                                                                                      
  Margin                                            46.1%           47.6%            47.0%           46.7%        49.1% 
 
                                                                                                                        
  (a)     The domestic wireless segment is comprised of BellSouth's 40% share of 
          the reported results of Cingular Wireless. 

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

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