RNS Number:1795R
Bellsouth Corp
22 October 2003

For Immediate Release

October 22, 2003

For More Information Contact:

Jeff Battcher, Media Relations at 404-249-2793

BellSouth Investor Relations at 800-241-3419



                BellSouth Reports Third Quarter EPS of 51 Cents

      * High-speed Internet customers reach 1.3 million
      * Communications services bundles exceed 2.6 million
      * Cingular Wireless adds 745,000 customers in quarter
      * Latin America adds 421,000 customers



ATLANTA - BellSouth Corporation (NYSE: BLS) reported earnings per share (EPS) of
51 cents in the third quarter of 2003, including special charges totaling 2
cents. This compared to reported EPS of 34 cents in the third quarter of 2002,
which included special charges totaling 17 cents (see below).

Consolidated revenues increased 5.4 percent to $5.7 billion from $5.4 billion in
the third quarter of 2002. Consolidated operating expenses were $4.2 billion
compared to $4.4 billion in the same quarter of 2002. Net income was $936
million compared to $640 million in the same quarter a year ago.

Operating free cash flow (defined as cash flow from operations less capital
expenditures) was $1.7 billion. Capital expenditures in the third quarter of
2003 were $764 million for a total of $2.1 billion year-to-date, a reduction of
25.8 percent compared to $2.9 billion in the first nine months of 2002. Total
debt at September 30, 2003 was $15.0 billion, a reduction of $2.4 billion, or
13.8 percent, since the first of the year.

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 53 cents in the third
quarter of 2003 increased 3.9 percent compared to 51 cents in the same quarter
of 2002. Normalized total operating revenues were $7.3 billion, an increase of
2.7 percent versus the third quarter of 2002. Normalized total operating
expenses of $5.5 billion increased 2.6 percent. Normalized net income was $980
million, compared to $958 million in the same quarter a year ago.



Communications Group

BellSouth Long Distance and DSL high-speed Internet service drove Communications
Group revenue growth in the third quarter of 2003, as customers increasingly
chose BellSouth's integrated communications packages. Revenues increased 1.1
percent to $4.7 billion compared to $4.6 billion in the third quarter of 2002.
Operating margin increased to 26.6 percent from 25.3 percent in the second
quarter of 2003.

Throughout the third quarter, packages fueled increased retention and
reacquisition of residential and small business customers. BellSouth AnswersSM
packages, which combine local, long distance, Internet and wireless services all
on one bill, increased to more than 2.6 million. BellSouth(R) Unlimited
AnswersSM contributed to the significant growth in package customers. Unlimited
Answers allows customers to call anywhere in the United States anytime for a
flat monthly fee.

BellSouth added 654,000 net long distance customers in the third quarter. The
company now serves 3.4 million long distance customers, including approximately
24 percent of its residence and 34 percent of its mass-market small business
accounts.

Driven by DSL, data revenues of $1.1 billion in the third quarter of 2003 grew
5.5 percent compared to the same quarter of 2002. BellSouth added 111,000 net
DSL customers during the quarter, for a total of 1.3 million at September 30,
2003. The July introduction of BellSouth(R) FastAccess(R) DSL Lite helped
generate new retail broadband customers. FastAccess Lite allows customers to
choose between two tiers of broadband service at a connection speed and price
that match their Internet service needs.


Total access lines of 23.9 million at September 30 declined 4.0 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
188,000 in the third quarter, the smallest increase since the fourth quarter of
2001.

Domestic Wireless / Cingular

Cingular Wireless added 745,000 net total cellular and PCS customers in the
third quarter, exceeding total net customer additions for the first half of
2003. It was the highest number of new customers in 10 quarters. 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 23.4 million total customers.

BellSouth's share of Cingular's revenues was $1.6 billion, a gain of 4.7 percent
compared to the same quarter a year ago. BellSouth's share of Cingular operating
income was $195 million compared to $246 million in the third quarter last year.
Increased operating costs were impacted by significantly higher gross customer
additions and by customer retention programs in anticipation of Wireless Local
Number Portability in November. In addition, depreciation costs were higher,
associated with the technology upgrade of Cingular's nationwide network to
improve services and coverage. The company's GSM/GPRS network now covers 92
percent of its potential customers, ahead of its target for year-end 2003.

Cingular significantly improved its spectrum position during the third quarter
with acquisitions and swaps, including an agreement to purchase licenses from
NextWave in 34 markets covering approximately 83 million potential customers.
Cingular also will expand its coverage under agreements announced with Dobson
Communications, Sunshine PCS Corporation and US Unwired Inc.

Latin America Group

Continuing the trend of organic growth, Latin America Group wireless customers
increased 421,000 during the third quarter on a consolidated basis.
Year-over-year, customers increased 1.4 million, or 18.2 percent. Consolidated
customers served by BellSouth and its partners at the end of the quarter were
9.4 million.

Consolidated Latin America revenues increased 18.8 percent to $588 million in
the third quarter of 2003 compared to the same three months of the previous
year. Strong customer growth in Colombia, Ecuador and Chile, as well as more
stable local currencies, drove the growth in segment revenues. Net income was
$48 million in the third quarter and $99 million year-to-date. Latin America
Group generated positive operating free cash flow year-to-date in 2003.

Advertising & Publishing

Advertising & Publishing revenues were $505 million in the third quarter of
2003, a decrease of 3.1 percent compared to the same quarter a year ago,
resulting in part from the soft economy and competition. Operating income of
$238 million was 12.8 percent higher than the third quarter of 2002, primarily
the result of improvement in uncollectibles expense.

Special Items

In the third quarter of 2003, the difference between reported (GAAP) EPS of 51
cents and normalized EPS of 53 cents is the result of two special items:

Foreign currency transaction losses           1 cent          Charge
Asset Impairment                              2 cents         Charge
Effect of Rounding                            1 cent
Total of special items                        2 cents         Charge

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

Asset Impairment - Write-off of capitalized software.

In the third quarter of 2002, special charges totaled 17 cents per share, after
rounding, for: workforce reduction (6 cents); service curtailments/asset
impairments (5 cents); refund of certain late payment fees to customers in
Florida (4 cents); foreign currency transaction losses (1 cent); early
extinguishment of debt (1 cent); and Advertising & Publishing accounting change
(1 cent).

About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications services company
headquartered in Atlanta, Georgia. BellSouth serves more than 45 million local,
long distance, Internet and wireless 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 third quarter earnings can be accessed at
www.bellsouth.com/investor. The press release, financial statements and BLS
Investor News summarizing highlights of the quarter are available on the
BellSouth Investor Relations Web site starting today at 8 a.m. Eastern Time.

BellSouth will host a conference call with investors today at 10 a.m. Eastern
Time. Participating 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 October 29, 2003. The replay can be accessed by dialing:

Domestic: 800-642-1687 - Reservation number: 2135954

International: 706-645-9291 - Reservation number: 2135954

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
                                               3Q03     3Q02  Growth      2Q03   Growth          2003      2002   Growth
Operating Revenues
   Communications group                     $ 4,626  $ 4,469     3.5%  $ 4,545     1.8%       $ 13,679 $ 13,745    -0.5%
   Latin America                                587      494    18.8%      563     4.3%          1,659    1,747    -5.0%
   Advertising and publishing                   501      458     9.4%      520    -3.7%          1,515    1,212    25.0%
   All other                                     14       13     7.7%       14     0.0%             40       44    -9.1%
         Total Operating Revenues             5,728    5,434     5.4%    5,642     1.5%         16,893   16,748     0.9%
Operating Expenses
   Cost of services and products              2,038    1,879     8.5%    2,008     1.5%          5,979    5,718     4.6%
   Selling, general & administrative          1,032    1,024     0.8%    1,133    -8.9%          3,217    3,243    -0.8%
   expenses
   Depreciation and amortization              1,052    1,161    -9.4%    1,046     0.6%          3,136    3,492   -10.2%
   Provision for restructuring and asset         52      328   -84.1%       20   160.0%            193      685   -71.8%
   impairments
         Total Operating Expenses             4,174    4,392    -5.0%    4,207    -0.8%         12,525   13,138    -4.7%
Operating Income                              1,554    1,042    49.1%    1,435     8.3%          4,368    3,610    21.0%
Interest Expense                                260      291   -10.7%      249     4.4%            805      896   -10.2%
Other Income (Expense), net                     148      211   -29.9%      287   -48.4%            741      790    -6.2%
Income Before Taxes and Accounting Change     1,442      962    49.9%    1,473    -2.1%          4,304    3,504    22.8%
Provision for Income Taxes                      506      322    57.1%      522    -3.1%          1,502    1,470     2.2%
Income Before Cumulative Effect Change          936      640    46.3%      951    -1.6%          2,802    2,034    37.8%
Cumulative Effect of Changes in Accounting        -        -                 -                     315  (1,285)   124.5%
Principle
         Net Income                            $936     $640    46.3%     $951    -1.6%         $3,117     $749     N/M*
Diluted:
   Weighted Average Common Shares             1,851    1,871    -1.1%    1,851     0.0%          1,854    1,881    -1.4%
   Outstanding
   Earnings Per Share                         $0.51    $0.34    50.0%    $0.51     0.0%          $1.68    $0.40      N/M
* - Not meaningful.
Selected Financial and Operating Data
Operating income                             $1,554   $1,042    49.1%   $1,435     8.3%         $4,368   $3,610    21.0%
Operating margin                              27.1%    19.2%  790 bps    25.4%  170 bps          25.9%    21.6%  430 bps
Declared dividends per share                  $0.23    $0.20    15.0%    $0.23     0.0%          $0.67    $0.59    13.6%
Capital expenditures                           $764     $835    -8.5%     $729     4.8%         $2,124   $2,863   -25.8%
Common shares outstanding                     1,848    1,862    -0.8%    1,847     0.1%
Book value per share                         $10.65    $9.47    12.5%   $10.32     3.2%
Debt ratio                                    43.2%    50.0% -680 bps    44.6% -140 bps
Total employees                              76,009   80,882    -6.0%   75,779     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
                                                3Q03     3Q02  Growth      2Q03  Growth          2003       2002  Growth
Operating Revenues
   Communications group                      $ 4,583  $ 4,539     1.0%  $ 4,504     1.8%       $ 13,556 $ 13,739   -1.3%
   Domestic wireless                           1,582    1,511     4.7%    1,514     4.5%          4,532    4,428    2.3%
   Latin America                                 587      494    18.8%      563     4.3%          1,659    1,747   -5.0%
   Advertising and publishing                    501      515    -2.7%      520    -3.7%          1,515    1,586   -4.5%
   All other                                      14       14     0.0%       14     0.0%             40       44   -9.1%
         Total Operating Revenues              7,267    7,073     2.7%    7,115     2.1%         21,302   21,544   -1.1%
Operating Expenses
   Cost of services and products               2,600    2,370     9.7%    2,471     5.2%          7,435    7,119    4.4%
   Selling, general, & administrative          1,605    1,606    -0.1%    1,637    -2.0%          4,779    4,906   -2.6%
   expenses
   Depreciation and amortization               1,261    1,352    -6.7%    1,249     1.0%          3,743    4,045   -7.5%
         Total Operating Expenses              5,466    5,328     2.6%    5,357     2.0%         15,957   16,070   -0.7%
Operating Income                               1,801    1,745     3.2%    1,758     2.4%          5,345    5,474   -2.4%
Interest Expense                                 316      348    -9.2%      313     1.0%            993    1,069   -7.1%
Other Income (Expense), net                       24       54   -55.6%       61   -60.7%            124      182  -31.9%
Income Before Income Taxes                     1,509    1,451     4.0%    1,506     0.2%          4,476    4,587   -2.4%
Provision for Income Taxes                       529      493     7.3%      535    -1.1%          1,584    1,616   -2.0%
         Net Income                             $980     $958     2.3%     $971     0.9%         $2,892   $2,971   -2.7%
Diluted:
   Weighted Average Common Shares              1,851    1,871    -1.1%    1,851     0.0%          1,854    1,881   -1.4%
   Outstanding
   Earnings Per Share                          $0.53    $0.51     3.9%    $0.52     1.9%          $1.56    $1.58   -1.3%
Selected Financial and Operating Data
Operating income                              $1,801   $1,745     3.2%   $1,758     2.4%         $5,345   $5,474   -2.4%
Operating margin                               24.8%    24.7%   10 bps    24.7%   10 bps          25.1%    25.4% -30 bps
Dividends per share                            $0.23    $0.20    15.0%    $0.23     0.0%          $0.67    $0.59   13.6%
Capital expenditures                            $764     $835    -8.5%     $729     4.8%         $2,124   $2,863  -25.8%
Common shares outstanding                      1,848    1,862    -0.8%    1,847     0.1%
Book value per share                          $10.65    $9.47    12.5%   $10.32     3.2%
Debt ratio                                     43.2%    50.0% -680 bps    44.6% -140 bps
Total employees                               76,009   80,882    -6.0%   75,779     0.3%




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


Third Quarter 2003                 Normalizing Items
                                               FX     
                                             Losses    Asset
                                    Cingular (Gains) Impairment
                             GAAP      A        F        L       Normalized
Operating                   $ 5,728  $ 1,539     $ -        $ -     $ 7,267
Revenues
Operating                     4,174    1,344       -       (52)       5,466
Expenses
Operating Income              1,554      195       -         52       1,801
Interest Expense                260       56       -          -         316
Other Income                    148    (136)      12          -          24
(Expense), net
Income Before Taxes and       1,442        3      12         52       1,509
Accounting Change
Provision for                   506        3       -         20         529
Income Taxes
Net Income Before               936        -      12         32         980
Cumulative Effect Change
Cumulative Effect of Change       -        -       -          -           -
in Accounting Principle
Net Income                     $936       $0     $12        $32        $980
Diluted Earnings              $0.51    $0.00   $0.01      $0.02       $0.53
Per Share *

* Normalized earnings per share for third
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
                              GAAP      A        F         G         I           J         K        L      Normalized
Operating                  $ 16,893  $ 4,409     $ -        $ -         $ -         $ -     $ -        $ -   $ 21,302
Revenues                     
Operating                    12,525    3,625       -          -           -       (141)       -       (52)     15,957
Expenses
Operating Income              4,368      784       -          -           -         141       -         52      5,345
Interest Expense                805      188       -          -           -           -       -          -        993
Other Income                    741    (588)   (104)          -           -           -      75          -        124
(Expense), net
Income Before Taxes and       4,304        8   (104)          -           -         141      75         52      4,476
Accounting Change
Provision for                 1,502        8     (3)          -           -          55       2         20      1,584
Income Taxes
Net Income Before             2,802        -   (101)          -           -          86      73         32      2,892
Cumulative Effect Change
Cumulative Effect of Change     315        -       -        501       (816)           -       -          -          -
in Accounting Principle
Net Income                   $3,117       $0  ($101)       $501      ($816)         $86     $73        $32     $2,892
Diluted Earnings              $1.68    $0.00 ($0.05)      $0.27     ($0.44)       $0.05   $0.04      $0.02      $1.56
Per Share *

* Normalized earnings per share for
year-to-date 2003 does not sum due to rounding.


Third Quarter 2002                  Normalizing Items
                                               FX       A&P      Pension/      Asset     Early   Florida
                                             Losses                                     Exting.
                                    Cingular (Gains)   Acctg.    Severance  Impairments of Debt  Late Pay
                                                       Change
                             GAAP      A        F        G           J           L         M        N      Normalized
Operating                   $ 5,434  $ 1,473     $ -       $ 58         $ -         $ -     $ -      $ 108    $ 7,073
Revenues
Operating                     4,392    1,225       -         38       (192)       (135)       -          -      5,328
Expenses
Operating Income              1,042      248       -         20         192         135       -        108      1,745
Interest Expense                291       63       -          -           -           -       -        (6)        348
Other Income                    211    (185)     (9)          -           -           -      37          -         54
(Expense), net
Income Before Taxes and         962        -     (9)         20         192         135      37        114      1,451
Accounting Change
Provision for                   322        -    (21)          8          75          50      15         44        493
Income Taxes
Net Income Before               640        -      12         12         117          85      22         70        958
Cumulative Effect Change
Cumulative Effect of Change       -        -       -          -           -           -       -          -          -
in Accounting Principle
Net Income                     $640       $0     $12        $12        $117         $85     $22        $70       $958
Diluted Earnings              $0.34    $0.00   $0.01      $0.01       $0.06       $0.05   $0.01      $0.04      $0.51
Per Share *

* Normalized earnings per share for third
quarter 2002 does not sum due to rounding.

Year-to-Date 2002                      Normalizing Items                                                            
                                                              Losses on   Brazil Loan   Unbilled  FX Losses     A&P 
                                     Cingular     E-Plus  Equity Invest.  Impairments  Rec. Adj.  (Gains)  Acctg.Change
                              GAAP           A          B          C              D           E          F         G 
  Operating               $ 16,748     $ 4,314        $ -        $ -            $ -       $ 163        $ -     $ 211  
  Revenues                                                                                                    
                                                                                                                      
  Operating                 13,138       3,512          -          -              -           -          -       104  
  Expenses                                                                                                            
  Operating                3,610           802          -          -              -         163          -       107  
  Income                                                                                                              
  Interest                   896           179          -          -              -           -          -         -  
  Expense                                                                                                             
  Other                      790          (623)    (1,339)       388            383           -        546         -  
  Income                                                                                                              
  (Expense),                                                                                                          
  net                                                                                                                 
  Income Before Taxes      3,504             -     (1,339)       388            383         163        546       107  
  and Accounting Change                                                                                               
  Provision                1,470             -       (482)       114            120          62        (25)       41  
  for Income                                                                                                          
  Taxes                                                                                                               
  Net Income Before        2,034             -       (857)       274            263         101        571        66  
  Cumulative Effect                                                                                                   
  Change                                                                                                              
  Cumulative              (1,285)            -          -          -              -           -          -         -  
  Effect of                                                                                                           
  Change in                                                                                                           
  Accounting                                                                                                          
  Principle                                                                                                           
  Net Income                $749            $0      ($857)      $274           $263        $101       $571       $66  
  Diluted                  $0.40         $0.00     ($0.46)     $0.15          $0.14       $0.05      $0.30     $0.04  
  Earnings                                                                                                            
  Per Share                                                                                                           
 

                                                                                                                      
  Year-to-Date 2002                                                                                                   
                                                   Pension/          Asset    Early Exting.    Florida               
                                       FAS 142    Severance    Impairments          of Debt   Late Pay               
                                             H            J              L               M           N    Normalized 
  Operating Revenues                      $ -          $ -            $ -              $ -       $ 108      $ 21,544  
  Operating Expenses                        -         (549)          (135)               -           -        16,070  
  Operating Income                          -          549            135                -         108         5,474  
  Interest Expense                          -            -              -                -          (6)        1,069  
  Other Income (Expense), net               -            -              -               37           -           182  
  Income Before Taxes and                   -          549            135               37         114         4,587  
  Accounting Change                                                                                                   
  Provision for Income Taxes                -          207             50               15          44         1,616  
  Net Income Before Cumulative              -          342             85               22          70         2,971  
  Effect Change                                                                                                       
  Cumulative Effect of Change in        1,285            -              -                -           -             -  
  Accounting Principle                                                                                                
  Net Income                           $1,285         $342            $85              $22         $70        $2,971  
  Diluted Earnings Per Share            $0.68        $0.18          $0.05            $0.01       $0.04         $1.58  
 


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.
(l)  Service curtailments/Asset impairments - The third quarter 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 decision to elimate sales of certain services: wholesale long distance ($17 after tax), e-business services
     ($44 after tax), multi-media internet exchange ($20 after tax) and public communications (pay phones) ($4 after
     tax). Charges relate to asset impairments, early termination penalties on contracts and leases, and severance for
     affected employees.
(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)
                                                    September 30,   December 31,   Change vs.     June 30,   Change vs.
                                                             2003           2002   Prior Year         2003        Prior
                                                                                                                Quarter
Current Assets:
    Cash and cash equivalents                              $5,025         $2,482       $2,543       $4,122         $903
    Accounts receivable, net of allowance for               3,013          4,129      (1,116)        2,999           14
    uncollectibles of $461, $476, and $492    
    Material and supplies                                     329            313           16          312           17
    Other current assets                                      932            938          (6)        1,029         (97)
         Total Current Assets                               9,299          7,862        1,437        8,462          837
Investments and Advances                                    8,394          9,741      (1,347)        8,283          111
Property, Plant and Equipment, net                         23,765         23,445          320       24,047        (282)
Deferred Charges and Other Assets                           5,756          5,726           30        5,757          (1)
Goodwill                                                      346            347          (1)          346            0
Intangible Assets, net                                      2,262          2,358         (96)        2,356         (94)
Total Assets                                              $49,822        $49,479         $343      $49,251         $571
Liabilities and Shareholders' Equity
Current Liabilities:
    Debt maturing within one year                          $3,347         $5,114     ($1,767)       $3,694       ($347)
    Accounts payable                                        1,294          1,572        (278)        1,344         (50)
    Other current liabilities                               3,701          2,897          804        3,421          280
         Total Current Liabilities                          8,342          9,583      (1,241)        8,459        (117)
Long-Term Debt                                             11,646         12,283        (637)       11,718         (72)
Noncurrent Liabilities:
    Deferred income taxes                                   5,352          4,452          900        5,109          243
    Other noncurrent liabilities                            4,810          5,255        (445)        4,908         (98)
         Total Noncurrent Liabilities                      10,162          9,707          455       10,017          145
Shareholders' Equity:
    Common stock, $1 par value                              2,020          2,020            0        2,020            0
    Paid-in capital                                         7,656          7,546          110        7,620           36
    Retained earnings                                      16,251         14,531        1,720       15,744          507
    Accumulated other comprehensive income                  (771)          (740)         (31)        (779)            8
    Shares held in trust and treasury                     (5,488)        (5,372)        (116)      (5,503)           15
    Guarantee of ESOP debt                                      4           (79)           83         (45)           49
         Total Shareholders' Equity                        19,672         17,906        1,766       19,057          615
Total Liabilities and Shareholders' Equity                $49,822        $49,479         $343      $49,251         $571




BellSouth Corporation
Consolidated Statements of Cash Flows (unaudited)
(amounts in millions, except per share data)
                                                                                                Year-To-Date
                                                            3Q03       3Q02       2Q03             2003     2002
Cash Flows from Operating Activities:
Net income                                                 $ 936      $ 640      $ 951          $ 3,117    $ 749
Adjustments to net income:
   Depreciation and amortization                           1,052      1,161      1,046            3,136    3,492
   Provision for uncollectibles                              117        197        138              423      617
   Net losses (earnings) of equity affiliates               (82)      (114)      (179)            (435)        8
   Minority interests in income of subsidiaries               18        (3)         20               30     (80)
   Deferred income taxes                                     275        213        229              963      990
   Net (gains) losses on sale or impairment of               (1)          -          8                7      388
   equity securities
   Pension income                                          (134)      (208)      (133)            (401)    (618)
   Pension settlement (gains) losses                           -        107         20               87      107
   Curtailment and termination benefits charges                -          -          -                -       60
   Stock-based compensation                                   35         40         36              102      132
   Unbilled receivable adjustment                              -          -          -                -      163
   Asset impairments                                          52         81          -               52       81
   Foreign currency transaction (gains) losses                 7        (8)       (99)            (137)      637
   Cumulative effect of changes in accounting                  -          -          -            (539)    1,285
   principle
   (Gain) loss on sale/disposal of operations                  -          -         75               75  (1,335)
Net change in:
   Accounts receivable and other current assets             (68)       (86)        120             (69)      (9)
   Accounts payable and other current liabilities            228        223        197              339     (62)
   Deferred charges and other assets                         128         21         39              242     (23)
   Other liabilities and deferred credits                  (100)        (9)         18            (139)      (9)
Other reconciling items, net                                   6         85         32               42     (40)
Net cash provided by operating activities                  2,469      2,340      2,518            6,895    6,533
Cash Flows from Investing Activities:
Capital expenditures                                       (764)      (835)      (729)          (2,124)  (2,863)
Investments in and advances to equity affiliates               -      (274)          -                -    (281)
Investments in debt and equity securities                   (40)       (11)        (7)             (61)     (28)
Proceeds from sale of securities and operations                1         18         46               82    1,472
Proceeds from repayment of loans and advances                  -          6      1,899            1,899      432
Settlement of derivatives on advances                          -          -      (352)            (352)       85
Other investing activities, net                              (9)        (5)          2             (17)      (8)
Net cash provided by (used for) investing                  (812)    (1,101)        859            (573)  (1,191)
activities
Cash Flows from Financing Activities:
Net borrowing (repayments) of short-term debt               (30)        263      (179)            (411)  (1,130)
Proceeds from long-term debt                                   -          -          -                1        8
Repayments of long-term debt                               (307)      (651)    (1,072)          (1,893)  (1,219)
Dividends paid                                             (424)      (375)      (388)          (1,183)  (1,088)
Purchase of treasury shares                                    -      (266)       (67)            (322)    (455)
Other financing activities, net                                7        (2)          9               29        -
Net cash used for financing activities                     (754)    (1,031)    (1,697)          (3,779)  (3,884)
Net Increase (Decrease) in Cash and Cash                     903        208      1,680            2,543    1,458
Equivalents
Cash and Cash Equivalents at Beginning of Period           4,122      1,842      2,442            2,482      592
Cash and Cash Equivalents at End of Period               $ 5,025    $ 2,050    $ 4,122          $ 5,025  $ 2,050




BellSouth Corporation
Results by Segment (amounts in millions) (unaudited)
Communications Group (1)
                                                                                             Year-To-Date
                                          3Q03     3Q02      Growth     2Q03   Growth           2003     2002  Growth
Operating Revenues
   Voice                                $3,184   $3,133        1.6%   $3,175     0.3%         $9,490   $9,442     0.5%
   Data                                  1,118    1,060        5.5%    1,064     5.1%          3,272    3,219     1.6%
   Other                                   366      422      -13.3%      347     5.5%          1,068    1,307   -18.3%
        Total Operating Revenues         4,668    4,615        1.1%    4,586     1.8%         13,830   13,968    -1.0%
Operating Expenses
   Cost of services and products         1,720    1,673        2.8%    1,712     0.5%          5,057    4,928     2.6%
   Selling, general, &                     755      641       17.8%      768    -1.7%          2,287    2,115     8.1%
   administrative expenses
   Depreciation and amortization           949    1,046       -9.3%      944     0.5%          2,830    3,120    -9.3%
        Total Operating Expenses         3,424    3,360        1.9%    3,424     0.0%         10,174   10,163     0.1%
Segment Operating Income                 1,244    1,255       -0.9%    1,162     7.1%          3,656    3,805    -3.9%
Interest Expense                            98      119      -17.6%      101    -3.0%            317      364   -12.9%
Other Income (Expense), net                  7        6       16.7%       18   -61.1%             28        3     N/M*
Income Before Income Taxes               1,153    1,142        1.0%    1,079     6.9%          3,367    3,444    -2.2%
Provision for Income Taxes                 426      432       -1.4%      400     6.5%          1,252    1,297    -3.5%
        Segment Net Income(1)             $727     $710        2.4%     $679     7.1%         $2,115   $2,147    -1.5%
* - Not meaningful.
Selected Financial and Operating
Data
(amounts in millions)
Segment operating income                $1,244   $1,255       -0.9%   $1,162     7.1%         $3,656   $3,805    -3.9%
Segment operating margin                 26.6%    27.2%     -60 bps    25.3%  130 bps          26.4%    27.2%  -80 bps
Long distance revenues                    $399     $234       70.5%     $309    29.1%           $972     $652    49.1%
Access minutes of use                   23,390   24,591       -4.9%   23,053     1.5%         69,238   75,247    -8.0%
Capital expenditures                      $692     $737       -6.1%     $665     4.1%         $1,923   $2,577   -25.4%
(amounts in thousands)
Wholesale Lines                          2,873    2,260       27.1%    2,730     5.2%
DSL customers                            1,336      924       44.6%    1,225     9.1%
LD customers                             3,440      416         N/M    2,786    23.5%
Consumer ARPU (5)                       $53.46   $48.99        9.1%   $51.34     4.1%




BellSouth Corporation
Results by Segment (unaudited)
Supplemental Operating Data (in thousands)
Communications Group - Network Access Lines In Service(a)(b)
                                                              3Q03          3Q02        Growth          2Q03      Growth
Access lines (b)
    Residence
        Retail
            Primary                                         12,684        13,481         -5.9%        12,852       -1.3%
            Additional                                       1,671         2,002        -16.5%         1,758       -4.9%
            Total Retail Residence                          14,355        15,483         -7.3%        14,610       -1.7%
        Wholesale
            Resale                                             198           383        -48.3%           238      -16.8%
            UNE-P                                            1,534           775         97.9%         1,369       12.1%
            Total Wholesale Residence                        1,732         1,158         49.6%         1,607        7.8%
    Total Residence                                         16,087        16,641         -3.3%        16,217       -0.8%
    Business
        Retail
            Voice                                            5,484         5,783         -5.2%         5,542       -1.0%
            ISDN                                             1,432         1,588         -9.8%         1,504       -4.8%
            Total Retail Business                            6,916         7,371         -6.2%         7,046       -1.8%
        Wholesale
            Resale                                              82           110        -25.5%            81        1.2%
            UNE-P                                              660           584         13.0%           640        3.1%
            Total Wholesale Business                           742           694          6.9%           721        2.9%
    Total Business                                           7,658         8,065         -5.0%         7,767       -1.4%
    Other Retail/Wholesale Lines
            Retail                                             113           165        -31.5%           123       -8.1%
            Wholesale                                           46            23        100.0%            43        7.0%
    Total Other Retail/Wholesale Lines                         159           188        -15.4%           166       -4.2%
    Total Access Lines in Service                           23,904        24,894         -4.0%        24,150       -1.0%
Access Line Equivalents (c)
    Selected digital data
    services:
            Unbundled Loops                                    353           385         -8.3%           359       -1.7%
            DS0 & ADSL                                       8,301         5,863         41.6%         7,646        8.6%
            DS1                                              7,088         6,849          3.5%         7,000        1.3%
            DS3 & higher                                    31,309        31,035          0.9%        31,672       -1.1%
    Total digital data lines in                             47,051        44,132          6.6%        46,677        0.8%
    service
Total equivalent access lines in service                    70,955        69,026          2.8%        70,827        0.2%

(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
                                                3Q03     3Q02  Growth     2Q03  Growth           2003    2002    Growth
Operating Revenues
    Service revenues (3)                      $1,429   $1,409     1.4%  $1,412    1.2%         $4,179  $4,133      1.1%
    Equipment and other revenues                 153      102    50.0%     102   50.0%            353     295     19.7%
       Total Operating Revenues                1,582    1,511     4.7%   1,514    4.5%          4,532   4,428      2.3%
Operating Expenses
    Cost of services and products                601      500    20.2%     501   20.0%          1,570   1,429      9.9%
    Selling, general, & administrative           577      574     0.5%     507   13.8%          1,571   1,644     -4.4%
    expenses
    Depreciation and amortization                209      191     9.4%     203    3.0%            607     553      9.8%
       Total Operating Expenses                1,387    1,265     9.6%   1,211   14.5%          3,748   3,626      3.4%
Segment Operating Income                         195      246   -20.7%     303  -35.6%            784     802     -2.2%
Interest Expense                                  79       93   -15.1%      92  -14.1%            261     271     -3.7%
Other Income (Expense), net                     (44)     (43)    -2.3%    (39)  -12.8%          (114)   (111)     -2.7%
Income Before Income Taxes                        72      110   -34.5%     172  -58.1%            409     420     -2.6%
Provision for Income Taxes                        28       42   -33.3%      68  -58.8%            160     161     -0.6%
       Segment Net Income(1)                     $44      $68   -35.3%    $104  -57.7%           $249    $259     -3.9%
Selected Financial and Operating Data
(amounts in millions, except customer data
in thousands)
Segment operating income                        $195     $246   -20.7%    $303  -35.6%           $784    $802     -2.2%
Segment operating margin                       12.3%    16.3% -400 bps   20.0% -770 bps         17.3%   18.1%   -80 bps
                                                                                   
Cellular/PCS Operating Metrics:
    Total Customers                            9,354    8,830     5.9%   9,056    3.3%          9,354   8,830      5.9%
    Net Customer Additions                       298     (43)     N/M*     216   38.0%            590     192    207.3%
    Partitioned Customers and/or                   0        0      N/M       6 -100.0%              6       0       N/M
    Adjustments
    Churn                                       2.8%     3.0%  -20 bps    2.5%  30 bps           2.6%    2.9%   -30 bps
    Wireless Service ARPU (5)                 $50.91   $52.17    -2.4%  $51.80   -1.7%         $50.93  $51.58     -1.3%
    Wireless Subscriber ARPU (5)              $48.25   $48.84    -1.2%  $48.87   -1.3%         $48.17  $48.31     -0.3%
    Minutes Of Use Per Subscriber                456      399    14.3%     445    2.5%            436     384     13.5%
    Licensed POPs (b)                             94       88     6.8%      94    0.0%             94      88      6.8%
    Penetration (b)                            10.6%    10.2%   40 bps   10.2%  40 bps          10.6%   10.2%    40 bps
Cingular Interactive Operating Metrics:
    Total Customers                              315      320    -1.6%     315    0.0%            315     320     -1.6%
    Net Customer Additions                         -        6  -100.0%    (19)  100.0%           (12)      27   -144.4%
* - Not meaningful.

(a) The domestic wireless segment is comprised of BellSouth's 40% share
    of the reported results of Cingular Wireless.
(b) 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
Results by Segment (amounts in millions)(unaudited)
Latin America Group (1)(2)
                                                                                            Year-To-Date
                                                 3Q03    3Q02  Growth    2Q03  Growth           2003    2002     Growth
Operating Revenues
    Service revenues (3)                         $494    $404   22.3%    $471    4.9%         $1,397  $1,467      -4.8%
    Equipment and other revenues                   94      78   20.5%      94    0.0%            265     250       6.0%
    Advertising and publishing revenues             -      13 -100.0%       -    N/M*              -      35    -100.0%
       Total Operating Revenues                   588     495   18.8%     565    4.1%          1,662   1,752      -5.1%
Operating Expenses
    Cost of services and products                 249     173   43.9%     243    2.5%            750     669      12.1%
    Selling, general, & administrative            151     156   -3.2%     154   -1.9%            441     546     -19.2%
    expenses
    Depreciation and amortization                  91     106  -14.2%      93   -2.2%            274     342     -19.9%
       Total Operating Expenses                   491     435   12.9%     490    0.2%          1,465   1,557      -5.9%
Segment Operating Income                           97      60   61.7%      75   29.3%            197     195       1.0%
Interest Expense                                   31      33   -6.1%      22   40.9%             96     108     -11.1%
Other Income (Expense), net                       (4)    (23)   82.6%     (7)   42.9%            (7)    (52)      86.5%
Income Before Income Taxes                         62       4     N/M      46   34.8%             94      35     168.6%
Provision for Income Taxes                         14    (50)  128.0%       5  180.0%            (5)    (34)      85.3%
       Segment Net Income(1)                      $48     $54  -11.1%     $41   17.1%            $99     $69      43.5%
* - Not meaningful.
Selected Financial and Operating Data
(amounts in millions, except customer data
in thousands)
Segment operating income                          $97     $60   61.7%     $75   29.3%           $197    $195       1.0%
Segment operating margin                        16.5%   12.1% 440 bps   13.3% 320 bps          11.9%   11.1%     80 bps
Average monthly revenue per customer (3)          $18     $17    5.9%     $18    0.0%            $18     $20     -10.0%
Customer net adds in period (a)                   421   (152)     N/M     377   11.7%          1,170     103        N/M
Customers (voice) (a)                           9,351   7,913   18.2%   8,921    4.8%          9,351   7,913      18.2%
POPs                                          160,600 162,100   -0.9% 160,600    0.0%        160,600 162,100      -0.9%
Penetration rate (4)                             5.8%    4.9%  90 bps    5.6%  20 bps           5.8%    4.9%     90 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
    375.6%.




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       3Q03       3Q03    3Q02   Growth   2Q03   Growth     3Q03    3Q02   Growth   2Q03   Growth
United       Cingular        40.0%    23,386  22,076    5.9%  22,640    3.3%   236,000 219,000    7.8% 236,000    0.0%
States       Wireless
Argentina     Movicom        86.7%     1,391   1,339    3.9%   1,336    4.1%    37,400  37,500   -0.3%  37,400    0.0%
             BellSouth
Brazil - Sao    BCP          45.4%     1,699   1,683    1.0%   1,699    0.0%    18,100  18,100    0.0%  18,100    0.0%
Paulo Region
Chile        BellSouth      100.0%     1,238   1,023   21.0%   1,161    6.6%    15,300  15,400   -0.6%  15,300    0.0%
Colombia     Celumovil       66.0%     1,824   1,277   42.8%   1,684    8.3%    40,300  43,000   -6.3%  40,300    0.0%
             BellSouth
Ecuador      BellSouth       89.4%       833     532   56.6%     740   12.6%    13,200  12,800    3.1%  13,200    0.0%
Guatemala    BellSouth       60.0%       246     173   42.2%     214   15.0%    13,000  11,700   11.1%  13,000    0.0%
Nicaragua    BellSouth       89.0%       262     201   30.3%     247    6.1%     2,900   2,900    0.0%   2,900    0.0%
Panama       BellSouth       43.7%       405     329   23.1%     377    7.4%     2,800   3,000   -6.7%   2,800    0.0%
Peru         BellSouth       97.4%       614     509   20.6%     573    7.2%    27,500  26,100    5.4%  27,500    0.0%
Uruguay       Movicom        46.0%       143     149   -4.0%     141    1.4%     2,100   2,100    0.0%   2,100    0.0%
             BellSouth
Venezuela     Telcel         78.2%     3,189   3,033    5.1%   3,179    0.3%    24,000  24,400   -1.6%  24,000    0.0%
             BellSouth
Total Latin                           11,844  10,248   15.6%  11,351    4.3%   196,600 197,000   -0.2% 196,600    0.0%
America
Denmark       Sonofon        46.5%     1,305   1,063   22.8%   1,312   -0.5%     5,300   5,300    0.0%   5,300    0.0%
Israel        Cellcom        34.8%     2,614   2,405    8.7%   2,551    2.5%     6,100   6,100    0.0%   6,100    0.0%
Total Europe                           3,919   3,468   13.0%   3,863    1.4%    11,400  11,400    0.0%  11,400    0.0%
Total Worldwide                       39,149  35,792    9.4%  37,854    3.4%   444,000 427,400    3.9% 444,000    0.0%
Wireless




BellSouth Corporation
Results by Segment (amounts in millions)(unaudited)
Advertising & Publishing (1)
                                                                                            Year-To-Date
                                               3Q03    3Q02   Growth    2Q03   Growth           2003     2002     Growth
Operating Revenues
   Advertising and publishing revenues          475     494    -3.8%     480    -1.0%          1,436    1,513      -5.1%
   Commission revenues                           30      27    11.1%      45   -33.3%             92       88       4.5%
      Total Operating Revenues                  505     521    -3.1%     525    -3.8%          1,528    1,601      -4.6%
Operating Expenses
   Cost of services                              94      83    13.3%      82    14.6%            254      265      -4.2%
   Selling, general, & administrative           168     220   -23.6%     184    -8.7%            522      614     -15.0%
   expenses
   Depreciation and amortization                  5       7   -28.6%       7   -28.6%             19       21      -9.5%
      Total Operating Expenses                  267     310   -13.9%     273    -2.2%            795      900     -11.7%
Segment Operating Income                        238     211    12.8%     252    -5.6%            733      701       4.6%
Interest Expense                                  1       3   -66.7%       2   -50.0%              5        9     -44.4%
Other Income (Expense), net                       -       -     N/M*       2  -100.0%              1        1       0.0%
Income Before Income Taxes                      237     208    13.9%     252    -6.0%            729      693       5.2%
Provision for Income Taxes                       90      80    12.5%      95    -5.3%            276      266       3.8%
      Segment Net Income(1)                    $147    $128    14.8%    $157    -6.4%           $453     $427       6.1%
Segment operating income                       $238    $211    12.8%    $252    -5.6%           $733     $701       4.6%
Segment operating margin                      47.1%   40.5%  660 bps   48.0%  -90 bps          48.0%    43.8%    420 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 Subscriber ARPU - Cellular/ PCS is defined as cellular/PCS subscriber revenues during the period divided by
    average cellular/PCS
    subscribers during the period. Wireless Subscriber ARPU - Cellular/PCS is our primary measure of customer value. It
    provides a metric to
    evaluate our pricing and promotional activity. We benchmark against this measure in comparisons to prior periods and
    internal targets.
    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.




BellSouth Corporation
Non-GAAP Measures - Reconciliation (amounts in millions) (unaudited)
Segment Net Income Reconciliation to GAAP Net Income
                                                                                                    Year-to-Date
                                                                      3Q03      3Q02      2Q03          2003       2002
Communications group segment net income                              $ 727     $ 710     $ 679        $ 2,115   $ 2,147
Domestic wireless group segment net income (a)                          44        68       104            249       259
Latin America group segment net income                                  48        54        41             99        69
Advertising and publishing group segment net income                    147       128       157            453       427
Corporate, eliminations and other                                       14       (2)      (10)           (24)        69
Normalized net income                                                  980       958       971          2,892     2,971
Add back Excluded non-recurring or non-operational items (b)          (44)     (318)      (20)            225   (2,222)
Consolidated GAAP net income                                         $ 936     $ 640     $ 951        $ 3,117     $ 749

                        Free Cash Flow                                                               Year-to-Date 
                                                                      3Q03      3Q02      2Q03           2003      2002
Net cash provided by operating activities                          $ 2,469   $ 2,340   $ 2,518        $ 6,895   $ 6,533
Less Capital Expenditures                                            (764)     (835)     (729)        (2,124)   (2,863)
Operating Free Cash Flow                                           $ 1,705   $ 1,505   $ 1,789        $ 4,771   $ 3,670
                           Net Debt

                                                                 September December  June 30,
                                                                       30,       31,
                                                                      2003      2002      2003
Total Debt                                                        $ 14,993  $ 17,397  $ 15,412
Less Cash                                                          (5,025)   (2,482)   (4,122)
Net Debt                                                           $ 9,968  $ 14,915  $ 11,290
Communications Group Operating Income before Depreciation and                                    
Amortization                                                                                        Year-to-Date
                                                                      3Q03      3Q02      2Q03           2003      2002
Operating Revenues                                                 $ 4,668   $ 4,615   $ 4,586       $ 13,830  $ 13,968
Operating Income                                                     1,244     1,255     1,162          3,656     3,805
Add back Depreciation and amortization                                 949     1,046       944          2,830     3,120
Operating Income before Depreciation and Amortization              $ 2,193   $ 2,301   $ 2,106        $ 6,486   $ 6,925
Margin                                                               47.0%     49.9%     45.9%          46.9%     49.6%

(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
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