RNS Number:2842K
Bellsouth Corp
23 April 2003

For Immediate Release

April 23, 2003

For More Information Contact:

Jeff Battcher, Media Relations at 404-249-2793

BellSouth Investor Relations at 404-249-2420


                    BellSouth Reports First Quarter Earnings

               Gains in long distance, DSL, packages aid revenue;

                  Cingular Wireless adds 189,000 net customers



ATLANTA - BellSouth Corporation (NYSE: BLS) reported earnings per share (EPS) of
66 cents in the first quarter of 2003, compared to a net loss of 8 cents per
share in the same quarter of 2002.

Consolidated revenues were $5.52 billion, compared to $5.53 billion in the first
quarter of 2002. BellSouth reduced consolidated total operating expenses $21
million in the first quarter, compared to the same three months of 2002. Net
income was $1.2 billion, compared to a net loss of $154 million in the first
quarter of 2002. In accordance with Generally Accepted Accounting Principles
(GAAP), consolidated revenues and consolidated total operating expenses do not
include BellSouth's 40 percent share of Cingular Wireless.

Capital expenditures in the first quarter of 2003 were $631 million, a reduction
of 37.2 percent compared to $1.0 billion in the first three months of 2002.
BellSouth reduced total debt by $753 million during the first quarter, and has
cut total debt $2.4 billion, or 12.7 percent, since March 31, 2002. Operating
free cash flow (defined as cash flow from operations less capital expenditures)
was $1.3 billion. In February, the company's board of directors declared a 5
percent increase in the quarterly common stock dividend to be paid May 1, 2003,
bringing the total dividend increase to 10.5 percent over 12 months.

As previously announced, effective in the first quarter of 2003, BellSouth began
expensing stock options, and adopted Statement of Financial Accounting Standards
(SFAS) No. 143, "Accounting for Asset Retirement Obligations." Regarding stock
options, the company elected the retroactive restatement method of adoption,
which means prior year results have been restated to include the impacts of
expensing options. The full-year 2003 impact of expensing stock options is an
approximately $90 million decrease to net income and a 5-cent decrease to EPS,
comparable with prior-year restated amounts. The adoption of SFAS 143 resulted
in a one-time increase to net income of $816 million (44 cents per share) in the
first quarter. The ongoing impact of SFAS 143 is expected to increase net income
by approximately $60 million, or 3 cents per share, in 2003 as a whole.
BellSouth also changed the method for recognizing revenues and expenses in its
directory publishing business from the issue basis method to the deferral
method. The change resulted in a one-time decrease to net income of $501
million, or 27 cents per share, in the first quarter. The change in accounting
method relates solely to the timing of recognition for revenue and direct
expense and does not affect the amounts recognized. Furthermore, there is no
impact to cash flow.

To supplement the reporting of BellSouth's consolidated financial information
under GAAP, the company will continue to present certain non-GAAP financial
measures, including normalized operating results and EBITDA (earnings before
interest, taxes, and depreciation and amortization). Normalized results include
BellSouth's 40 percent share of Cingular Wireless (revenue and expense), and
exclude events that are generally non-recurring in nature. Normalized results
also exclude material one-time gains or losses that can distort reported
operating results. A complete list of normalizing items, as well as a full
reconciliation of normalized results to GAAP reporting, are included in the
attached quarterly financial statements and are available on the company's Web
site, www.bellsouth.com/investor. The presentation of normalized results enables
investors to focus on period-over-period operating performance, without the
impact of non-operational or non-recurring items. In addition, EBITDA margin is
an important indicator of profitability for capital-intensive businesses, and
remains a key metric for valuation in the investment community. Finally,
normalized measures are among the primary indicators management uses in planning
and operating the business. This additional information should not be considered
in isolation or as a substitute for the consolidated (GAAP) financial
information.

Normalized for special items, detailed below, EPS in the first quarter of 2003
was 51 cents, compared to normalized EPS of 55 cents in the same quarter a year
ago. Normalized total operating revenues, which include Cingular, were $6.9
billion, a decline of 4.0 percent versus the first quarter of 2002. Normalized
net income was $941 million, compared to $1.04 billion in the same quarter a
year ago.

Communications Group

The opening three months of 2003 marked the first quarter that BellSouth has
been offering long distance services throughout its markets. The company began
marketing long distance in Florida and Tennessee in late December 2002, making
BellSouth the first incumbent local telecommunications company to receive
federal approval in all its states. At March 31, 2003 BellSouth served more than
1.9 million consumer and business long distance customers. These include
approximately 13 percent of its residence and approximately 24 percent of its
mass-market small business accounts. In the seven states approved for long
distance earlier in 2002, the numbers are approximately 15 percent of residence
and approximately 29 percent of small business.


The number of customers purchasing the BellSouth AnswersSM package increased to
approximately 1.6 million at the end of the first quarter. Introduced just eight
months previously, BellSouth Answers allows residential customers to combine on
a single bill the data, voice and Internet communications services they want --
including DSL, long distance and local, as well as wireless. BellSouth added
101,000 DSL high-speed Internet service customers in the first quarter, bringing
its number of broadband customers to 1,122,000.


Total Communications Group revenues were $4.6 billion in the first quarter, a
decline of 2.3 percent compared to the same quarter of 2002. Total operating
expenses decreased 1.5 percent. Data revenues were $1.09 billion, level with the
first quarter a year ago. Total access lines of 24.5 million at March 31
declined 3.6 percent compared to a year earlier, impacted by a continued weak
economy, market share loss and technology substitution. Residence and business
access lines served by BellSouth competitors under UNE-P (unbundled network
elements-platform) grew by 231,000 in the first quarter.

Domestic Wireless / Cingular

BellSouth's share of Cingular's domestic wireless revenues in the first quarter
of 2003 was $1.4 billion, a gain of $19 million compared to the same quarter a
year ago. BellSouth's share of Cingular operating income was $286 million in the
quarter, compared to $266 million in the same three months of 2002.

Cingular steadily gained new cellular and PCS customers during the first three
months of 2003, resulting in total first quarter net customer additions of
189,000. More than one-third of all first quarter customer additions for the
nation's No. 2 wireless company came through the sales channels of Cingular's
parent companies, BellSouth and SBC Communications. Total net adds improved
310,000 compared to the fourth quarter of 2002.

Cingular is on target to increase its GSM and GPRS digital coverage to 90
percent of potential customers and all of its major markets by the end of 2003,
with the total overlay complete in 2004. In March 2003, Cingular announced a
major joint roaming agreement with AT&T Wireless that will lower roaming costs
for both companies, while improving quality and encouraging further expansion of
GSM/GPRS digital network services for their customers.

Latin America Group

Consolidated Latin America revenues were $509 million in the first quarter of
2003, a decline of 22.8 percent compared to the first quarter last year.
Sequentially, Latin revenues were up slightly from the fourth quarter of 2002.
Revenues continued to reflect the impacts of currency devaluations, principally
in Argentina and Venezuela, as well as weak economic and unsettled political
conditions in those countries. Year-over-year Latin results are affected by the
timing of devaluation impacts in Venezuela and Argentina. The Latin EBITDA
margin of 22.6 percent in the first quarter was negatively impacted by a
contingency reserve.


On a consolidated basis, Latin America Group wireless voice customers increased
by 372,000 during the first quarter, compared to increases of 259,000 in the
fourth quarter and 323,000 in the first quarter of 2002. Year-over-year,
customers increased by 636,000, or 8.0 percent. BellSouth and its partners serve
a total of 11.9 million customers in 11 Central and South American countries,
including 263,000 fixed wireless customers.

During the first quarter, BellSouth signed an agreement to sell its entire stake
in BSE, a cellular company that operates in six states of Brazil's Northeastern
region. The agreement is pending approval.

Advertising & Publishing

Domestic Advertising & Publishing revenues were $498 million in the first
quarter of 2003, a decrease of 2.4 percent compared to the same period of the
prior year. Operating income of $243 million was level with the first quarter of
2002.

Special Items

In the first quarter of 2003, the difference between reported (GAAP) EPS of 66
cents and normalized EPS of 51 cents is the result of four special items:

Adoption of SFAS No. 143                44 cents Gain

A&P accounting change                   27 cents Charge

Pension/severance costs                  4 cents Charge

Foreign currency translation             3 cents Gain

     Effect of rounding                 (1 cent)

Total of special items                  15 cents Gain

Adoption of SFAS No. 143 - As previously disclosed, BellSouth adopted SFAS No.
143, "Accounting for Asset Retirement Obligations," which addresses accounting
for the cost of legal obligations associated with the retirement of long-lived
assets.

Advertising & Publishing accounting change - As previously disclosed, effective
January 1, 2003 BellSouth changed its method for recognizing revenues and
expenses in its directory publishing business from the issue basis method to the
deferral method. The change in method relates solely to the timing of the
recognition of revenues and expenses and does not affect either the amounts
recognized or cash flow. The issue basis method formerly used recognized 100
percent of the revenues and direct expenses at the time the directories were
published and delivered to end users. Under the deferral method, revenues and
direct expenses are recognized ratably over the life of the related directory,
generally 12 months.

Pension/severance costs - This charge represents severance costs recorded in the
first quarter associated with workforce reductions. Also included are pension
settlement losses.


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

About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications services company
headquartered in Atlanta, Georgia, serving nearly 45 million customers in the
United States and 14 other countries.

Consistently recognized for customer satisfaction, BellSouth provides a full
array of broadband data solutions to large, medium and small businesses. In the
residential market, BellSouth offers DSL high-speed Internet access, advanced
voice features and other services. BellSouth also offers long distance service
throughout its markets, serving both business and residential customers. 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. 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 data and voice services.

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

BellSouth will host a conference call with investors today at 10 a.m. Eastern
Time. Participating will be BellSouth CFO Ron Dykes and Investor Relations Vice
President Patrick Moore. Dial-in information for the conference call is:

Domestic: 888-370-1863

International: 706-634-1735

A replay of the call will be available beginning at approximately 1 p.m. Eastern
Time today, through April 30. The replay can be accessed by dialing:

Domestic: 800-642-1687 - Reservation number: 9384021

International: 706-645-9291 - Reservation number: 9384021

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 provided at 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 page 3 for a summary of
unusual items included in Reported Basis results.
                                                              1Q03         1Q02       Growth        4Q02        Growth
Operating Revenues

    Communications group                                        $ 4,508     $ 4,645       -2.9%       $ 4,481       0.6%
    Latin America                                                   509         656      -22.4%           486       4.7%
    Domestic advertising and publishing                             494         216      128.7%           709     -30.3%
    All other                                                        12          17      -29.4%            16     -25.0%
             Total Operating Revenues                             5,523       5,534       -0.2%         5,692      -3.0%

Operating Expenses

    Cost of services and products                                 1,933       1,966       -1.7%         1,960      -1.4%
    Selling, general & administrative expenses                    1,052       1,038        1.3%         1,133      -7.1%
    Depreciation and amortization                                 1,038       1,161      -10.6%         1,151      -9.8%
    Provision for restructuring and asset                           121           -        N/M*           312     -61.2%
    impairments
             Total Operating Expenses                             4,144       4,165       -0.5%         4,556      -9.0%

Operating Income                                                  1,379       1,369        0.7%         1,136      21.4%
Interest Expense                                                    296         304       -2.6%           292       1.4%
Other Income (Expense), net                                         306         819      -62.6%            68     350.0%
Income Before Taxes and Accounting Changes                        1,389       1,884      -26.3%           912      52.3%
Provision for Income Taxes                                          474         753      -37.1%           338      40.2%
Income Before Cumulative Effect Change                              915       1,131      -19.1%           574      59.4%
Cumulative Effect of Changes in Accounting Principle                315     (1,285)      124.5%             -        N/M
             Net Income                                         $ 1,230     $ (154)      898.7%         $ 574     114.3%

Diluted:

    Weighted Average Common Shares Outstanding                    1,860       1,888       -1.5%         1,864      -0.2%
    Earnings Per Share                                            $0.66     ($0.08)      925.0%         $0.31     112.9%
* - Not meaningful.

Selected Financial and Operating Data

EBITDA (4)                                                       $2,417      $2,530       -4.5%        $2,287       5.7%

EBITDA margin (5)                                                 43.8%       45.7%    -190 bps         40.2%    360 bps

Declared dividends per share                                      $0.21       $0.19       10.5%         $0.20       5.0%
Capital expenditures                                               $631      $1,005      -37.2%          $922     -31.6%
Common shares outstanding                                         1,847       1,879       -1.7%         1,860      -0.7%
Book value per share                                              $9.96       $9.60        3.8%         $9.63       3.4%
Debt ratio                                                        47.4%       51.3%    -390 bps         49.2%   -180 bps
Total employees                                                  76,797      85,742      -10.4%        77,020      -0.3%
EBITDA Reconciliation to Operating Cash Flows
EBITDA (4)                                                      $ 2,417     $ 2,530                   $ 2,287
Non cash activity included in EBITDA                                132         158                       345
Cash interest and tax payment activity, net                       (167)       (190)                     (540)
Working capital changes / Other                                   (474)       (433)                     (379)
Operating Cash Flows                                            $ 1,908     $ 2,065                   $ 1,713


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 page 3 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.

                                                             1Q03       1Q02       Growth       4Q02       Growth

Operating Revenues

      Communications group                                   $ 4,469     $ 4,614       -3.1%     $ 4,441       0.6%
      Domestic wireless                                        1,436       1,417        1.3%       1,463      -1.8%
      Latin America                                              509         656      -22.4%         486       4.7%
      Domestic advertising and publishing                        494         506       -2.4%         548      -9.9%
      All other                                                   12          17      -29.4%          15     -20.0%
             Total Operating Revenues                          6,920       7,210       -4.0%       6,953      -0.5%

Operating Expenses
      Cost of services and products                            2,364       2,376       -0.5%       2,258       4.7%
      Selling, general, & administrative expenses              1,537       1,620       -5.1%       1,726     -11.0%
      Depreciation and amortization                            1,233       1,341       -8.1%       1,338      -7.8%
             Total Operating Expenses                          5,134       5,337       -3.8%       5,322      -3.5%

Operating Income                                               1,786       1,873       -4.6%       1,631       9.5%
Interest Expense                                                 364         359        1.4%         357       2.0%
Other Income (Expense), net                                       39          79      -50.6%          31      25.8%
Income Before Income Taxes                                     1,461       1,593       -8.3%       1,305      12.0%
Provision for Income Taxes                                       520         555       -6.3%         459      13.3%
             Net Income                                         $941      $1,038       -9.3%        $846      11.2%

Diluted:
      Weighted Average Common Shares Outstanding               1,860       1,888       -1.5%       1,864      -0.2%
      Earnings Per Share                                       $0.51       $0.55       -7.3%       $0.45      13.3%

* - Not meaningful.

Selected Financial and Operating Data

EBITDA (4)                                                    $3,019      $3,214       -6.1%      $2,969       1.7%

EBITDA margin (5)                                              43.6%       44.6%    -100 bps       42.7%     90 bps
Declared dividends per share                                   $0.21       $0.19       10.5%       $0.20       5.0%
Capital expenditures                                            $631      $1,005      -37.2%        $922     -31.6%
Common shares outstanding                                      1,847       1,879       -1.7%       1,860      -0.7%
Book value per share                                           $9.96       $9.60        3.8%       $9.63       3.4%
Debt ratio                                                     47.4%       51.3%    -390 bps       49.2%   -180 bps
Total employees                                               76,797      85,742      -10.4%      77,020      -0.3%


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

                                            Normalizing Items
First Quarter 2003                              
                                                     FX      A&P               Pension/
                                                   Losses
                                          Cingular (Gains) Acctg.    FAS 143   Severance
                                                           Change
                                   GAAP      A        F       G         I          J     Normalized

Operating Revenues                $ 5,523  $ 1,397                                          $ 6,920
Operating Expenses                  4,144    1,111                                 (121)      5,134
Operating                           1,379      286       -       -           -       121      1,786
Income
Interest                              296       68                           -         -        364
Expense
Other Income                          306    (217)    (50)                                       39
(Expense), net
Income Before Taxes and             1,389        1    (50)       -           -       121      1,461
Accounting Change
Provision for                         474        1     (2)                            47        520
Income Taxes
Net Income Before Cumulative          915        -    (48)       -           -        74        941
Effect Change
Cumulative Effect of Change in        315                      501       (816)                    -
Accounting Principle
Net Income                          1,230       $0   ($48)    $501      ($816)       $74       $941
Diluted Earnings                    $0.66    $0.00 ($0.03)   $0.27     ($0.44)     $0.04      $0.51
Per Share *
EBITDA (4)                          2,417      481                                   121      3,019

First                                 Normalizing
Quarter 2002                             Items
                                                             Brazil Loan Unbilled  FX Losses   A&P
                                    Cingular E-Plus   Qwest  Impairments Rec. Adj.  (Gains)   Acctg. FAS 142
                                                                                              Change
                             GAAP      A        B       C         D          E         F        G       H    Normalized

Operating Revenues               $ 5,534  $ 1,386     $ -     $ -                 $ 163        $ -  $ 127     $ - $7,210
Operating Expenses                 4,165    1,120       -       -           -                          52       -  5,337
Operating                           1,369      266       -       -           -       163          -     75      -  1,873
Income
Interest                              304       55       -       -           -         -          -      -       -   359
Expense
Other Income                          819    (211) (1,339)     230         383                  197                   79
(Expense), net
Income Before                       1,884        - (1,339)     230         383       163        197     75       - 1,593
Income Taxes
Provision for Taxes and               753        -   (482)      80         120        62        (7)     29       -   555
Accounting Change
Net Income Before Cumulative        1,131        -   (857)     150         263       101        204     46       - 1,038
Effect Change
Cumulative Effect of Change in    (1,285)                                                                    1,285     -
Accounting Principle
Net Income                         (154)       $0  ($857)    $150        $263      $101       $204    $46  $1,285 $1,038
Diluted Earnings                  ($0.08)    $0.00 ($0.45)   $0.08       $0.14     $0.05      $0.11  $0.02  $0.68  $0.55
Per Share
EBITDA (4)                          2,530      446                                   163                75         3,214

* Normalized earnings per share for first
quarter 2003 does not sum due to rounding.


BellSouth Corporation
Notes to Normalized Financial and Operating Data

Our normalized earnings have been adjusted for the following:

(a) The periods presented have been adjusted to include our 40% proportional share of Cingular Wireless' operating
    results, net of eliminations for amounts charged by other BellSouth companies to Cingular.

(b) 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) Qwest stock sale and impairment - Represents charges for the impairment of an equity investment in Qwest
    Communications as well as for losses on sales of Qwest common stock. Total shares sold were 18.5 million in first
    quarter 2002.

(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 - During 2003, the number of employees who voluntarily separated and elected to receive
    lump-sum retirement benefits exceeded thresholds that require current recognition of deferred losses related to
    these employees. 2002 included the efforts to reduce operating costs in response to a slow economy, increased
    competition and regulatory pricing pressures by reducing BellSouth's workforce by up to 5,000 positions. For 2003,
    these costs include $33 of severance related costs.


BellSouth Corporation
Consolidated Balance Sheets (unaudited)
(amounts in millions, except per share data)

                                                                      March 31,        December 31,       Change vs.
                                                                         2003              2002         Prior Year-End
Assets
Current Assets:
    Cash and cash equivalents                                               $2,442            $2,482             ($40)
    Accounts receivable, net of allowance for uncollectibles of              3,102             4,129           (1,027)
    $465 and $476
    Material and supplies                                                      323               313                10
    Other current assets                                                     1,213               938               275
          Total Current Assets                                               7,080             7,862             (782)
Investments and Advances                                                     9,941             9,741               200
Property, Plant and Equipment, net                                          24,340            23,445               895
Deferred Charges and Other Assets                                            5,690             5,726              (36)
Goodwill                                                                       344               347               (3)
Intangible Assets, net                                                       2,323             2,358              (35)
Total Assets                                                               $49,718           $49,479              $239
Liabilities and Shareholders' Equity
Current Liabilities:
    Debt maturing within one year                                           $4,428            $5,114            ($686)
    Accounts payable                                                         1,458             1,572             (114)
    Other current liabilities                                                3,134             2,897               237
          Total Current Liabilities                                          9,020             9,583             (563)
Long-Term Debt                                                              12,216            12,283              (67)
Noncurrent Liabilities:
    Deferred income taxes                                                    4,882             4,452               430
    Other noncurrent liabilities                                             5,207             5,255              (48)
          Total Noncurrent Liabilities                                      10,089             9,707               382
Shareholders' Equity:
    Common stock, $1 par value                                               2,020             2,020                 0
    Paid-in capital                                                          7,562             7,546                16
    Retained earnings                                                       15,342            14,531               811
    Accumulated other comprehensive income                                   (859)             (740)             (119)
    Shares held in trust and treasury                                      (5,637)           (5,372)             (265)
    Guarantee of ESOP debt                                                    (35)              (79)                44
          Total Shareholders' Equity                                        18,393            17,906               487
Total Liabilities and Shareholders' Equity                                 $49,718           $49,479              $239


BellSouth Corporation
Consolidated Statements of Cash Flows (unaudited)
(amounts in millions, except per share data)

                                                                         1Q03         1Q02         4Q02
Cash Flows from Operating Activities:
Net income                                                            $ 1,230      $ (154)        $ 574
Adjustments to net income:
   Depreciation and amortization                                        1,038        1,161        1,151
   Provision for uncollectibles                                           168          159          233
   Net losses (earnings) of equity affiliates                           (174)          237         (91)
   Minority interests in income of subsidiaries                           (8)         (81)            6
   Deferred income taxes                                                  459          597          189
   Net (gains) losses on sale or impairment of equity                       -          236         (39)
   securities
   Pension income                                                       (134)        (205)        (208)
   Pension settlement (gains) losses                                       67            -           60
   Stock-based compensation                                                31           41           39
   Unbilled receivable adjustment                                           -          163            -
   Asset impairments                                                        -            -          221
   Foreign currency transaction (gains) losses                           (45)          290           42
   Cumulative effect of change in accounting principle                  (539)        1,285            -
   (Gain) loss on sale/disposal of operations                               -      (1,335)           74
Net change in:
   Accounts receivable and other current assets                         (121)          191        (195)
   Accounts payable and other current liabilities                        (86)        (479)        (401)
   Deferred charges and other assets                                       75           21           53
   Other liabilities and deferred credits                                (57)         (38)           13
Other reconciling items, net                                                4         (24)          (8)
Net cash provided by operating activities                               1,908        2,065        1,713
Cash Flows from Investing Activities:
Capital expenditures                                                    (631)      (1,005)        (922)
Investments in and advances to equity affiliates                            -          (6)         (28)
Proceeds from sale of debt/equity securities                               35        1,334            1
Proceeds from repayment of loans and advances                               -          426          453
Other investing activities, net                                          (24)          (4)         (20)
Net cash used for investing activities                                  (620)          745        (516)
Cash Flows from Financing Activities:
Net borrowing (repayments) of short-term debt                           (202)        (962)        (278)
Proceeds from long-term debt                                                1            4            9
Repayments of long-term debt                                            (514)         (10)          (4)
Dividends paid                                                          (371)        (357)        (372)
Purchase of treasury shares                                             (255)            -        (136)
Other financing activities, net                                            13         (16)           16
Net cash used for financing activities                                (1,328)      (1,341)        (765)
Net Increase (Decrease) in Cash and Cash Equivalents                     (40)        1,469          432
Cash and Cash Equivalents at Beginning of Period                        2,482          592        2,050
Cash and Cash Equivalents at End of Period                            $ 2,442      $ 2,061      $ 2,482


BellSouth Corporation
Results by Segment (amounts in millions)
(unaudited)
Communications Group (1)
                                                        1Q03       1Q02      Growth      4Q02      Growth
Operating Revenues
     Local service                                       $2,912     $2,941      -1.0%     $2,868       1.5%
     Network access                                       1,096      1,205      -9.0%      1,125      -2.6%
     Long distance                                          264        205      28.8%        231      14.3%
     Other                                                  304        331      -8.2%        297       2.4%
             Total Operating Revenues                     4,576      4,682      -2.3%      4,521       1.2%

Operating Expenses
     Cost of services and products                        1,625      1,618       0.4%      1,597       1.8%
     Selling, general, & administrative expenses            764        726       5.2%        772      -1.0%
     Depreciation and amortization                          937      1,032      -9.2%      1,041     -10.0%
             Total Operating Expenses                     3,326      3,376      -1.5%      3,410      -2.5%

Segment Operating Income                                  1,250      1,306      -4.3%      1,111      12.5%
Interest Expense                                            118        125      -5.6%        134     -11.9%
Other Income, net                                             3          -       N/M*          1     200.0%
Income Before Income Taxes                                1,135      1,181      -3.9%        978      16.1%
Provision for Income Taxes                                  426        446      -4.5%        374      13.9%
             Segment Net Income(1)                         $709       $735      -3.5%       $604      17.4%

* - Not meaningful.

Selected Financial and Operating Data
(amounts in millions)

Data service revenues                                    $1,090     $1,092      -0.2%     $1,057       3.1%
Access minutes of use                                    22,795     25,583     -10.9%     23,324      -2.3%
Capital expenditures                                       $566       $922     -38.6%       $760     -25.5%
IntraLata Toll Messages                                      91         96      -5.2%         93      -2.2%
Wholesale Lines (thousands)                               2,549      1,936      31.7%      2,385       6.9%
DSL customers (thousands)                                 1,122        729      53.9%      1,021       9.9%
LD customers (thousands)                                  1,930          -       N/M*      1,002      92.6%
EBITDA Reconciliation to Operating Income
Segment Operating Income                                 $1,250     $1,306      -4.3%     $1,111      12.5%
Add back: Depreciation and amortization expense             937      1,032      -9.2%      1,041     -10.0%
Segment EBITDA (4)                                       $2,187     $2,338      -6.5%     $2,152       1.6%
Segment EBITDA margin (5)                                 47.8%      49.9%   -210 bps      47.6%     20 bps


BellSouth Corporation
Results by Segment (unaudited)
Supplemental Operating Data (in thousands)
Communications Group - Network Access Lines In Service(a)(b)

                                                           1Q03         1Q02        Growth        4Q02         Growth
Access lines (b)
    Residence
         Retail
                  Primary                                 13,132       13,913        -5.6%        13,260        -1.0%
                  Additional                               1,849        2,199       -15.9%         1,926        -4.0%
                  Total Retail Residence                  14,981       16,112        -7.0%        15,186        -1.3%

         Wholesale
                  Resale                                     297          496       -40.1%           342       -13.2%
                  UNE-P                                    1,155          365       216.4%           934        23.7%
                  Total Wholesale                          1,452          861        68.6%         1,276        13.8%
                  Residence

    Total Residence                                       16,433       16,973        -3.2%        16,462        -0.2%

    Business
         Retail
                  Voice                                    5,621        5,988        -6.1%         5,687        -1.2%
                  ISDN                                     1,581        1,633        -3.2%         1,567         0.9%
                  Total Retail Business                    7,202        7,621        -5.5%         7,254        -0.7%

         Wholesale
                  Resale                                      83          155       -46.5%            94       -11.7%
                  UNE-P                                      619          475        30.3%           611         1.3%
                  Total Wholesale Business                   702          630        11.4%           705        -0.4%

    Total Business                                         7,904        8,251        -4.2%         7,959        -0.7%
    Other Retail / Wholesale Lines                           174          201       -13.4%           182        -4.4%
    Total Access Lines in Service                         24,511       25,425        -3.6%        24,603        -0.4%

Access Line Equivalents (c)
    Selected digital data services:
                  Unbundled Loops                            367          426       -13.8%           377        -2.7%
                  DS0 & ADSL                               7,052        4,700        50.0%         6,437         9.6%
                  DS1                                      6,936        6,635         4.5%         6,908         0.4%
                  DS3 & higher                            32,294       29,643         8.9%        31,704         1.9%
    Total digital data lines in service                   46,649       41,404        12.7%        45,426         2.7%
Total equivalent access lines in service                  71,160       66,829         6.5%        70,029         1.6%

(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 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)

                                                              1Q03        1Q02       Growth        4Q02        Growth
Operating Revenues
     Service revenues (3)                                    $1,338      $1,326        0.9%       $1,366        -2.0%
     Equipment and other revenues                                98          91        7.7%           97         1.0%
         Total Operating Revenues                             1,436       1,417        1.3%        1,463        -1.8%

Operating Expenses
     Cost of services and products                              468         451        3.8%          466         0.4%
     Selling, general, & administrative expenses                487         520       -6.3%          526        -7.4%
     Depreciation and amortization                              195         180        8.3%          187         4.3%
         Total Operating Expenses                             1,150       1,151       -0.1%        1,179        -2.5%

Segment Operating Income                                        286         266        7.5%          284         0.7%
Interest Expense                                                 90          90        0.0%           93        -3.2%
Other Income (Expense), net                                    (31)        (25)      -24.0%         (30)        -3.3%
Income Before Income Taxes                                      165         151        9.3%          161         2.5%
Provision for Income Taxes                                       64          59        8.5%           63         1.6%
         Segment Net Income(1)                                 $101         $92        9.8%          $98         3.1%

* - Not meaningful.

Selected Financial and Operating Data
(amounts in millions, except customer data in
thousands)

Total Cellular/PCS Customers                                  8,846       8,732        1.3%        8,770         0.9%
Net Customer Additions - Cellular/PCS                            76          94      -19.1%         (48)       258.3%
Partitioned Customers and/or Adjustments                          0           0        N/M*           12      -100.0%
Churn - Cellular/PCS                                           2.6%        2.9%     -30 bps         2.7%      -10 bps
Wireless Service ARPU - Cellular/PCS                         $50.04      $50.44       -0.8%       $51.13        -2.1%
Wireless Subscriber ARPU - Cellular/PCS                      $47.38      $47.35        0.1%       $48.38        -2.1%
Minutes Of Use Per Cellular/PCS Subscriber                      405         355       14.1%          406        -0.2%
Licensed POPs - Cellular/PCS (b)                                 94          88        6.8%           88         6.8%
Penetration - Cellular/PCS (b)                                10.0%       11.1%    -110 bps        10.1%      -10 bps
Total Cingular Interactive Customers                            334         306        9.2%          327         2.1%
Net Customer Additions - Cingular Interactive                     7          12      -41.7%            6        16.7%
EBITDA Reconciliation to Operating Income
Segment Operating Income                                       $286        $266        7.5%         $284         0.7%
Add back: Depreciation and amortization expense                 195         180        8.3%          187         4.3%
Segment EBITDA (4)                                             $481        $446        7.8%         $471         2.1%
Segment EBITDA margin (5)(c)                                  35.9%       33.6%     230 bps        34.5%      140 bps

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

(b)  POPs includes New York spectrum added in a swap with T-Mobile beginning 2Q01, Salt Lake City beginning 4Q01, and
     Salmon beginning 1Q03. The New York spectrum is included in the penetration calculation beginning 3Q02. The Salt
     Lake City and Salmon spectrum are not yet operational and are not factored into the penetration calculation.

(c)  Segment EBITDA margin denominator includes
     service revenues only.


BellSouth Corporation
Results by Segment (amounts in millions) (unaudited)
Latin America Group (1)(2)

                                                                    1Q03        1Q02      Growth      4Q02      Growth
Operating Revenues
       Service revenues (3)                                          $432       $562     -23.1%       $411       5.1%
       Equipment and other revenues                                    77         94     -18.1%         70      10.0%
       Advertising and publishing revenues                              -          3    -100.0%          5    -100.0%
           Total Operating Revenues                                   509        659     -22.8%        486       4.7%

Operating Expenses
       Cost of services and products                                  258        266      -3.0%        172      50.0%
       Selling, general, & administrative expenses                    136        216     -37.0%        132       3.0%
       Depreciation and amortization                                   90        118     -23.7%         98      -8.2%
           Total Operating Expenses                                   484        600     -19.3%        402      20.4%

Segment Operating Income                                               25         59     -57.6%         84     -70.2%
Interest Expense                                                       43         40       7.5%         30      43.3%
Other Income (Expense), net                                             4       (15)     126.7%        (9)     144.4%
Income Before Income Taxes                                           (14)          4    -450.0%         45    -131.1%
Provision for Income Taxes                                           (24)          1   -2500.0%          6    -500.0%
           Segment Net Income(1)                                      $10         $3     233.3%        $39     -74.4%

* - Not meaningful.

Selected Financial and Operating Data
(amounts in millions, except customer data in
thousands)

Average monthly revenue per customer (3)                              $17        $23     -26.1%        $17       0.0%
Customer net adds in period (excluding ownership                      372        323      15.2%        259      43.6%
changes) (a)
Customers (voice) (a)                                               8,544      7,908       8.0%      8,172       4.6%
POPs                                                              160,600    162,100      -0.9%    162,100      -0.9%
Penetration rate (6)                                                 5.3%       4.9%     40 bps       5.0%     30 bps
EBITDA Reconciliation to Operating Income
Segment Operating Income                                              $25        $59     -57.6%        $84     -70.2%
Add back: Depreciation and amortization expense                        90        118     -23.7%         98      -8.2%
Segment EBITDA (4)                                                   $115       $177     -35.0%       $182     -36.8%
Segment EBITDA margin (5)                                           22.6%      26.9%   -430 bps      37.4%  -1480 bps

(a)    The beginning balance of 3Q02 customers was adjusted to include 225 customers related to fixed wireless customers
       in Venezuela. 1Q02 Customer net adds would have been 80 higher. Annual growth in net adds would have been -7.7%.
       Growth in customers vs. 1Q02 would have been 5.9% had Venezuela's fixed wireless customers been included in 1Q02
       data.


BellSouth Corporation
Worldwide Wireless
(unaudited)
Customers and POPs by
Country
                       Ownership
                       Percentage
                         As of      Total Customers                          Total POPs As
                                         As of                                    of
Country     Brand       1Q03        1Q03    1Q02  Growth  4Q02   Growth    1Q03    1Q02   Growth    4Q02         Growth
United      Cingular    40.0%     22,114 21,830   1.3%  21,925   0.9%   236,000 219,000   7.8%    219,000          7.8%
States      Wireless

Argentina    Movicom    65.0%      1,325  1,510 -12.3%   1,320   0.4%    37,400  37,500  -0.3%     37,500         -0.3%
            BellSouth

Brazil -    BCP         45.4%      1,664  1,745  -4.6%   1,669  -0.3%    18,100  18,100   0.0%     18,100          0.0%
Sao Paulo
Region

Brazil -    BSE         47.6%      1,005    967   3.9%   1,005   0.0%    26,600  26,600   0.0%     26,600          0.0%
Northeast
Region

Chile       BellSouth  100.0%      1,062    939  13.1%   1,032   2.9%    15,300  15,400  -0.6%     15,400         -0.6%

Colombia    Celumovil   66.0%      1,580  1,228  28.7%   1,349  17.1%    40,300  43,000  -6.3%     43,000         -6.3%
            BellSouth

Ecuador     BellSouth   89.4%        631    412  53.2%     632  -0.2%    13,200  12,800   3.1%     12,800          3.1%

Guatemala   BellSouth   60.0%        205    111  84.7%     193   6.2%    13,000  11,700  11.1%     11,700         11.1%

Nicaragua   BellSouth   89.0%        231    172  34.3%     201  14.9%     2,900   2,900   0.0%      2,900          0.0%

Panama      BellSouth   43.7%        359    305  17.7%     335   7.2%     2,800   3,000  -6.7%      3,000         -6.7%

Peru        BellSouth   97.4%        574    440  30.5%     530   8.3%    27,500  26,100   5.4%     26,100          5.4%

Uruguay     Movicom     46.0%        142    147  -3.4%     143  -0.7%     2,100   2,100   0.0%      2,100          0.0%
            BellSouth

Venezuela   Telcel      78.2%      3,142  3,208  -2.1%   3,107   1.1%    24,000  24,400  -1.6%     24,400         -1.6%
(a)         BellSouth

Total Latin                       11,920 11,184   6.6%  11,516   3.5%   223,200 223,600  -0.2%    223,600         -0.2%
America (a)

Denmark      Sonofon    46.5%      1,248    998  25.1%   1,135  10.0%     5,300   5,300   0.0%      5,300          0.0%

Israel       Cellcom    34.8%      2,514  2,292   9.7%   2,446   2.8%     6,100   6,100   0.0%      6,100          0.0%

Total Europe                       3,762  3,290  14.3%   3,581   5.1%    11,400  11,400   0.0%     11,400          0.0%

Total Worldwide                   37,796 36,304   4.1%  37,022   2.1%   470,600 454,000   3.7%    454,000          3.7%
Wireless (a)

        (a) The beginning balance of 3Q02 customers was adjusted to include 225 customers related to fixed wireless 
customers in Venezuela. Growth in customers vs. 1Q02 in Venezuela, Total Latin America and Total Worldwide Wireless 
would have been -6.7%, 5.1%, and 3.7%, respectively, had Venezuela's fixed wireless customers been included in 1Q02
data.


BellSouth Corporation
Results by Segment (amounts in millions)
(unaudited)
Domestic Advertising & Publishing (1)

                                                           1Q03         1Q02        Growth        4Q02       Growth
Operating Revenues
    Advertising and publishing revenues                         481          493        -2.4%          497      -3.2%
    Commission revenues                                          17           17         0.0%           59     -71.2%
        Total Operating Revenues                                498          510        -2.4%          556     -10.4%

Operating Expenses
    Cost of services                                             78           91       -14.3%           86      -9.3%
    Selling, general, & administrative expenses                 170          170         0.0%          265     -35.8%
    Depreciation and amortization                                 7            6        16.7%            8     -12.5%
        Total Operating Expenses                                255          267        -4.5%          359     -29.0%

Segment Operating Income                                        243          243         0.0%          197      23.4%
Interest Expense                                                  2            3       -33.3%            3     -33.3%
Other Income, net                                               (1)            -         N/M*          (2)      50.0%
Income Before Income Taxes                                      240          240         0.0%          192      25.0%
Provision for Income Taxes                                       91           92        -1.1%           74      23.0%
        Segment Net Income(1)                                  $149         $148         0.7%         $118      26.3%
EBITDA Reconciliation to Operating Income
Segment Operating Income                                       $243         $243         0.0%         $197      23.4%
Add back: Depreciation and amortization expense                   7            6        16.7%            8     -12.5%
Segment EBITDA (4)                                             $250         $249         0.4%         $205      22.0%
Segment EBITDA margin (5)                                     50.2%        48.8%      140 bps        36.9%   1330 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) EBITDA is defined as operating income plus depreciation and amortization.

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

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


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

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