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BellSouth Reports First Quarter Earnings

         * Normalized earnings per share of 54 cents, up 20 percent
        * Record DSL net additions, 3.1 million total DSL customers
         * Strong customer growth, revenue and margin from Cingular

    ATLANTA, April 20 /PRNewswire-FirstCall/ -- BellSouth Corporation
(NYSE: BLS) announced first quarter 2006 earnings per share (EPS) from
continuing operations of 43 cents, up 16 percent compared to the first
quarter of 2005. Normalized EPS from continuing operations was 54 cents, a
20 percent increase compared to the first quarter of 2005. A list of
normalizing items is provided in the table below.
    "BellSouth's strong earnings growth reflects improving trends in our
operating results," said Duane Ackerman, Chairman and Chief Executive
Officer. "During the quarter, our revenue growth was driven by the addition
of broadband and wireless customers, which demonstrated the strength of our
portfolio in the marketplace."
    Normalized Results from Continuing Operations
    Normalized results from continuing operations include BellSouth's 40
percent proportionate share of Cingular's revenues and expenses which are
recognized as equity earnings for purposes of GAAP reporting. Normalized
results also exclude the impact of significant nonoperational or
nonrecurring items.
    For the first quarter of 2006, normalized revenue was $8.7 billion, up
4.5 percent year-over-year generated by growth in Communications Group,
Cingular and Advertising & Publishing. Operating margins were 21.9 percent,
improving year-over-year and sequentially. Normalized net income of $983
million grew 20 percent compared to the first quarter of 2005 driven
primarily by Cingular's improved profitability.
    Reported Results from Continuing Operations
    For the first quarter of 2006, BellSouth's consolidated reported
revenue from continuing operations totaled $5.2 billion, up 1.6 percent
compared to the same quarter of 2005. Income from continuing operations was
$784 million compared to $683 million in the same quarter of the previous
year.
    For the first quarter of 2006, operating free cash flow (defined as net
cash provided by operating activities less capital expenditures) was $551
million. Capital expenditures for the quarter amounted to $1.08 billion,
including approximately $135 million of incremental expenditures for
Katrina restoration efforts. Net of storm impacts, increased levels of
capital expenditures were driven by planned 2006 acceleration of broadband
investments toward the first half of the year.
    Proposed Merger with AT&T
    On March 5, 2006, BellSouth and AT&T announced an agreement to merge
the two companies in a combination that will create a more effective and
efficient provider of wireless, broadband, video, voice and data products.
We currently expect the merger to close by the end of 2006.
    The combination creates economies of scale to better enable investments
in new technologies and to pursue opportunities in the broadband and
enterprise markets, including integration of wireline/wireless product
offerings. The combination of the two companies is expected to create
enhanced marketing opportunities, significant network synergies and reduced
overhead costs. The merger with AT&T is an excellent opportunity to take
two complementary asset portfolios and make them stronger to benefit
shareholders, customers and employees.
    "To be successful in the marketplace, a company must innovate and
deliver new services that customers want," said Duane Ackerman. "The
proposed merger of AT&T and BellSouth will create new potential for
innovation and the ability to deliver those services with a more cost
efficient operating structure. The communications industry is a world full
of possibilities, and I believe that we now stand at the beginning of a
great new day for communications in America."
    Communications Group
    Communications Group revenue was $4.7 billion in the first quarter of
2006, a 1.3 percent increase compared to the same quarter of 2005. All
retail business segments delivered improving revenue trends both
year-over-year and sequentially driven by strong growth from data and long
distance.
    During the first quarter, BellSouth added a record 263,000 net new
broadband DSL customers and served more than 3.1 million total customers at
quarter-end. BellSouth offers four FastAccess services with simple pricing
to meet market demand for a variety of speeds and prices. The company
continues to see growth in demand and migrations towards higher speeds of
DSL service. With improving churn and stable average revenue per unit, DSL
continues to be a key value driver for BellSouth.
    For the first quarter, network data revenue was $1.3 billion, up 9.0
percent from the same period of the prior year. Retail data revenue grew
15.8 percent from the same period last year driven by a 31.8 percent
increase in retail DSL revenue and ongoing growth in revenue from emerging
retail data services such as BellSouth(R) Metro Ethernet Service and
BellSouth(R) Virtual Private Network. Total wholesale data was stable as
demand for wholesale services from wireless carriers remained strong.
    Customers continue to combine local and long distance voice, DSL,
DIRECTV(R) and Cingular Wireless under the BellSouth Answers(R) bundles.
BellSouth added 179,000 long distance customers and now serves almost 7.4
million long distance customers, a 59 percent penetration of its
mass-market customer base. Once again, the company had strong growth in
customers choosing to add DIRECTV(R) service to their BellSouth bundles,
adding 105,000 customers. Through the first quarter of this year, 628,000
customers have included DIRECTV(R) service in their communications
packages. By the end of first quarter 2006, more than 5 million residential
customers had a BellSouth Answers(R) bundle, nearly 45 percent penetration
of its retail residential lines.
    As of March 31, 2006, total access lines were 19.8 million, down
238,000 compared to Dec. 31, 2005. Residential access line loss continues
to be primarily driven by wireless substitution and, to a lesser extent, by
competition from cable telephony providers. Retail residential access lines
were down 120,000. Retail business access lines increased 21,000 driven by
Small Business gains. Wholesale lines resold by BellSouth competitors were
down 137,000 compared to Dec. 31, 2005.
    Communications Group operating margin was 23.6 percent compared to 24.2
percent for the same quarter of the previous year. Margins were negatively
impacted as the company incurred approximately $85 million in incremental
expenses completing the network repairs associated with damage caused by
Hurricane Wilma which struck southern Florida in late October 2005.
    Summary Impacts of Hurricane Katrina
    During the first quarter of 2006, BellSouth recognized incremental
expenses associated with Hurricane Katrina of $94 million which is net of
$20 million in insurance recoveries during the quarter. BellSouth also
incurred approximately $135 million of incremental capital expenditures for
Katrina restoration. Since the third quarter of 2005, BellSouth has
incurred approximately $730 million for Katrina-related network restoration
expense and capital spending. We expect a portion of the cost associated
with the Hurricane Katrina recovery effort to be covered by insurance.
While the exact amount has not been determined, our current estimate of the
total amount of covered losses that will be covered by insurance, net of
our deductible, is approximately $250 million. The actual recovery will
vary depending on the outcome of the insurance loss adjustment effort.
    Cingular Wireless
    Cingular Wireless was the primary contributor to BellSouth's earnings
growth in the first quarter of 2006 as the benefits of scale and synergies
created in its acquisition of AT&T Wireless are being realized. Cingular,
the nation's largest wireless provider, added 1.7 million net new customers
during the first quarter of 2006, reaching 55.8 million total subscribers.
Retail customer additions were 1.05 million for the quarter with nearly 90
percent coming from post-paid net additions. Overall monthly subscriber
churn for the quarter was 1.9 percent, the lowest level ever, and post-paid
churn also improved to a record 1.6 percent.
    Cingular's continued strong performance in customer additions and churn
improvement can be attributed to improved service quality as the company
integrates its networks, marketing campaigns that reinforce service
improvements including "fewest dropped calls," and a steady stream of
innovative products and services.
    In the first quarter of 2006, Cingular's revenues were $9.0 billion, an
improvement of 9.1 percent over the same quarter a year ago and up 1.5
percent sequentially.
    Average revenue per user (ARPU) in the first quarter of 2006 was
$48.48, down 2.3 percent from the year-ago first quarter. The decline in
ARPU can be primarily attributed to the recent increase in reseller
customers, which typically carry a lower ARPU. Excluding the impacts of
growth in reseller customers, Cingular ARPU improved year-over-year driven
by growth in data services. Data ARPU continued its strong growth in the
first quarter of 2006, increasing 41.1 percent to $5.22 compared to the
first quarter of the previous year and up 10.8 percent sequentially.
    For the first quarter of 2006, normalized operating income before
depreciation and amortization (OIBDA) margin was 31.9 percent, which was a
640 basis point improvement compared to the first quarter of 2005.
Cingular's steady margin improvement is indicative of progress on its
integration plans.
    Advertising & Publishing
    Reflecting continued momentum in the business, Advertising & Publishing
revenue grew in the first quarter of 2006. Revenue was $506 million, up 3
percent compared to the same quarter of 2005 driven by growth in both print
and online advertising services. Operating margins remained strong at 44.7
percent for the first quarter of 2006.
    Normalizing Items
    For the first quarter of 2006, the difference between reported (GAAP)
EPS from continuing operations and normalized EPS is shown in the following
table. A full income statement reconciliation is included in the attached
exhibits.
                                                                    1Q06

    GAAP Diluted EPS - Income from continuing operations            $0.43

    Hurricane Katrina-related expenses                              $0.03
    Wireless merger integration costs                               $0.03
    Wireless merger intangible amortization                         $0.05

    Normalized Diluted EPS - Income from continuing operations      $0.54
    Hurricane Katrina-related expenses -- Represents incremental labor and
material costs primarily related to service restoration and network repairs
in BellSouth's wireline business. These expenses have been reduced by
partial insurance recoveries during the first quarter.
    Wireless merger integration costs -- Represents BellSouth's 40 percent
share of wireless merger integration costs incurred in connection with the
Cingular/AT&T Wireless merger. Integration costs include one-time cash
outlays or specified non-cash charges, including accelerated depreciation,
directly related to rationalization of the wireless network, sales
distribution channels, the workforce, information technology systems and
real estate.
    Wireless merger intangible amortization -- Represents BellSouth's 40
percent share of the non-cash amortization of intangibles, primarily
customer lists, that were created in Cingular's acquisition of AT&T
Wireless.
    About BellSouth Corporation
    BellSouth Corporation is a Fortune 500 communications company
headquartered in Atlanta, Georgia. BellSouth has joint control and 40
percent ownership of Cingular Wireless, the nation's largest wireless voice
and data provider with 55.8 million customers.
    Backed by award-winning customer service, BellSouth offers the most
comprehensive and innovative package of voice and data services available
in the market. Through BellSouth Answers(R), residential and small business
customers can bundle their local and long distance service with dial-up and
high-speed DSL Internet access, satellite television and Cingular(R)
Wireless service. For businesses, BellSouth provides secure, reliable local
and long distance voice and data networking solutions. BellSouth also
offers print and online directory advertising through The Real Yellow
Pages(R) and YELLOWPAGES.COM(TM) from BellSouth.
    BellSouth believes that diversity and fostering an inclusive
environment are critical in maintaining a competitive advantage in today's
global marketplace. More information about BellSouth can be found at
http://www.bellsouth.com. Investor information can be found at
http://www.bellsouth.com/investor.
    Further information about BellSouth and Cingular's first quarter
earnings can be accessed at http://www.bellsouth.com/investor. The press release,
financial statements and Investor News summarizing highlights of the
quarter are available at http://www.bellsouth.com/investor starting today at 8
a.m. Eastern Time (ET).
    BellSouth will host a conference call with investors today at 10 a.m.
(ET).
     Dial-in information for the conference call is as follows:
     Domestic:  888-370-1863
     International:  706-634-1735
    The conference call will also be webcast live beginning at 10 a.m. (ET)
on our Web site at http://www.bellsouth.com/investor. The webcast will be archived
on our Web site.
    A replay of the call will be available through April 27, 2006, and can
be accessed by dialing:
    Domestic: 800-642-1687 -- Conference ID: 7031218
    International: 706-645-9291 -- Conference ID: 7031218
    In addition to historical information, this document may contain
forward- looking statements regarding events and financial trends. Factors
that could affect our future results and could cause our actual results to
differ materially from those expressed or implied in the forward-looking
statements include: (i) a change in economic conditions in markets where we
operate or have material investments which would affect demand for our
services; (ii) the intensity of competitive activity and its resulting
impact on pricing strategies and new product offerings; (iii) higher than
anticipated cash requirements for investments, new business initiatives and
acquisitions; (iv) unfavorable regulatory actions and (v) those factors
contained in the Company's periodic reports.
    Factors that could prevent or delay completion of the proposed merger
with AT&T, could affect the future results of the merged company and could
cause the merged company's actual results to differ from those expressed in
the forward-looking statements include: (i) our and AT&T's ability to
obtain governmental approvals of the proposed merger on the proposed terms
and contemplated schedule; (ii) the failure of AT&T shareholders to approve
the issuance of AT&T common shares in the merger or the failure of our
shareholders to approve the merger; (iii) the risk that the businesses of
AT&T and BellSouth will not be integrated successfully or as quickly as
expected; (iv) the risk that the cost savings and any other synergies from
the merger, including any savings and other synergies relating to the
resulting sole ownership of Cingular Wireless LLC, may not be fully
realized or may take longer to realize than expected; (v) disruption from
the merger making it more difficult to maintain relationships with
customers, employees or suppliers; and (vi) those factors contained in the
preliminary proxy statement relating to the proposed merger 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 website, http://www.bellsouth.com/investor.
    NOTE: In connection with the proposed merger, AT&T Inc. ("AT&T") filed
a registration statement on Form S-4 (Registration No. 333-132904),
containing a joint proxy statement/prospectus of AT&T and BellSouth
Corporation ("BellSouth"), with the Securities and Exchange Commission (the
"SEC") on March 31, 2006. Investors are urged to read the registration
statement and the joint proxy statement/prospectus contained therein
(including all amendments and supplements to it) because it contains
important information. Investors may obtain free copies of the registration
statement and joint proxy statement/prospectus, as well as other filings
containing information about AT&T and BellSouth, without charge, at the
SEC's Web site (http://www.sec.gov). Copies of AT&T's filings may also be obtained
without charge from AT&T at AT&T's Web site (http://www.att.com) or by directing a
request to AT&T Inc. Stockholder Services, 175 E. Houston, San Antonio,
Texas 78205. Copies of BellSouth's filings may be obtained without charge
from BellSouth at BellSouth's Web site (http://www.bellsouth.com) or by directing
a request to BellSouth at Investor Relations, 1155 Peachtree Street, N.E.,
Atlanta, Georgia 30309.
    AT&T, BellSouth and their respective directors and executive officers
and other members of management and employees are potential participants in
the solicitation of proxies in respect of the proposed merger. Information
regarding AT&T's directors and executive officers is available in AT&T's
2005 Annual Report on Form 10-K filed with the SEC on March 1, 2006 and
AT&T's proxy statement for its 2006 annual meeting of stockholders, filed
with the SEC on March 10, 2006, and information regarding BellSouth's
directors and executive officers is available in BellSouth's 2005 Annual
Report on Form 10-K filed with the SEC on February 28, 2006 and BellSouth's
proxy statement for its 2006 annual meeting of shareholders, filed with the
SEC on March 3, 2006. Additional information regarding the interests of
such potential participants is included in the registration statement and
joint proxy statement/prospectus contained therein, and other relevant
documents filed with the SEC.
    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.

                                        1Q06    1Q05   Growth   4Q05   Growth


    Operating Revenues
      Communications group             $4,653  $4,593    1.3%  $4,702   -1.0%
      Advertising and publishing          503     488    3.1%     525   -4.2%
      All other                            15      10   50.0%      15    0.0%
        Total Operating Revenues        5,171   5,091    1.6%   5,242   -1.4%
    Operating Expenses
      Cost of services and products     2,122   1,920   10.5%   2,205   -3.8%
      Selling, general &
       administrative expenses            918     894    2.7%   1,040  -11.7%
      Depreciation and amortization       893     918   -2.7%     905   -1.3%
      Provision for restructuring and
       asset impairments                   (8)      7        *     95        *
        Total Operating Expenses        3,925   3,739    5.0%   4,245   -7.5%
    Operating Income                    1,246   1,352   -7.8%     997   25.0%
    Interest Expense                      279     291   -4.1%     274    1.8%
    Other Income (Expense), net           194     (24)       *    144   34.7%
    Income from Continuing Operations
     before Income Taxes                1,161   1,037   12.0%     867   33.9%
    Provision for Income Taxes            377     354    6.5%     249   51.4%
    Income from Continuing Operations     784     683   14.8%     618   26.9%
    Income (Loss) from Discontinued
     Operations, net of tax               -       381        *    -         *
          Net Income                     $784  $1,064  -26.3%    $618   26.9%

    Diluted:
      Weighted Average Common Shares
       Outstanding                      1,804   1,836   -1.7%   1,818   -0.8%
      Earnings Per Share:
         Income from Continuing
          Operations                    $0.43   $0.37   16.2%   $0.34   26.5%
         Income from Discontinued
          Operations                    $0.00   $0.21        *  $0.00       *
         Net Income                     $0.43   $0.58  -25.9%   $0.34   26.5%
    * - Not meaningful.


    Selected Financial and Operating Data

    Operating income                   $1,246  $1,352   -7.8%    $997   25.0%
    Operating margin                    24.1%   26.6% -250 bps  19.0%  510 bps

    Declared dividends per share        $0.29   $0.27    7.4%   $0.29    0.0%
    Capital expenditures excluding
     Hurricane Katrina                   $945    $750   26.0%    $803   17.7%
    Total capital expenditures         $1,081    $750   44.1%    $992    9.0%

    Common shares outstanding           1,807   1,831   -1.3%   1,798    0.5%
    Book value per share               $13.33  $12.93    3.1%  $13.09    1.8%



    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.  Normalized results
    exclude discontinued operations from all periods.  Certain
    reclassifications have been made to prior periods to conform to the
    current presentation.

                                        1Q06    1Q05   Growth   4Q05   Growth

    Operating Revenues
       Communications group            $4,574  $4,521    1.2%  $4,576    0.0%
       Wireless                         3,592   3,292    9.1%   3,539    1.5%
       Advertising and publishing         503     488    3.1%     525   -4.2%
       All other                           15      10   50.0%      16   -6.3%
          Total Operating Revenues      8,684   8,311    4.5%   8,656    0.3%

    Operating Expenses
       Cost of services and products    3,406   3,231    5.4%   3,370    1.1%
       Selling, general, &
        administrative expenses         2,024   2,053   -1.4%   2,135   -5.2%
       Depreciation and amortization    1,354   1,392   -2.7%   1,359   -0.4%
          Total Operating Expenses      6,784   6,676    1.6%   6,864   -1.2%
    Operating Income                    1,900   1,635   16.2%   1,792    6.0%
    Interest Expense                      381     403   -5.5%     377    1.1%
    Other Income (Expense), net            23      74  -68.9%      48  -52.1%
    Income Before Income Taxes          1,542   1,306   18.1%   1,463    5.4%
    Provision for Income Taxes            559     488   14.5%     498   12.2%
            Net Income                   $983    $818   20.2%    $965    1.9%

    Diluted:
       Weighted Average Common Shares
        Outstanding                     1,804   1,836   -1.7%   1,818   -0.8%
       Earnings Per Share               $0.54   $0.45   20.0%   $0.53    1.9%
    * - Not meaningful.


    Selected Financial and Operating Data

    Operating income                   $1,900  $1,635   16.2%  $1,792    6.0%
    Operating margin                    21.9%   19.7%  220 bps  20.7%  120 bps

    Declared dividends per share        $0.29   $0.27    7.4%   $0.29    0.0%
    Capital expenditures excluding
     Hurricane Katrina                   $945    $750   26.0%    $803   17.7%
    Total capital expenditures         $1,081    $750   44.1%    $992    9.0%

    Common shares outstanding           1,807   1,831   -1.3%   1,798    0.5%
    Book value per share               $13.33  $12.93    3.1%  $13.09    1.8%
    Total employees                    62,979  62,636    0.5%  63,066   -0.1%



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



    First Quarter 2006
                                                  Discontinued  Continuing
                                                   Operations   Operations
                                            GAAP       A        (GAAP - A)

    Operating Revenues                     $5,171     $-          $5,171
    Operating Expenses                      3,925      -           3,925
    Operating Income                        1,246      -           1,246
    Interest Expense                          279      -             279
    Other Income (Expense), net               194      -             194
    Income from Continuing Operations
     before Income Taxes                    1,161      -           1,161
    Provision for Income Taxes                377      -             377
    Income from Continuing Operations         784      -             784
    Income (Loss) from Discontinued
     Operations, net of tax                   -        -             -
            Net Income                       $784     $-            $784

    Diluted Earnings Per Share              $0.43     $-           $0.43





                                        Normalizing Items

                                      Wireless   Wireless
                                       Merger     Merger   Hurricane-
                                    Integration Intangible  related
                             Cingular  Costs   Amortization Expenses
                                B        C         D           E    Normalized

    Operating Revenues        $3,513     $-        $-         $-      $8,684
    Operating Expenses         3,190      (94)     (143)       (94)    6,784
    Operating Income             323       94       143         94     1,900
    Interest Expense             102      -         -          -         381
    Other Income
     (Expense), net             (171)     -         -          -          23
    Income from Continuing
     Operations before
     Income Taxes                 50       94       143         94     1,542
    Provision for
     Income Taxes                 50       38        58         36       559
    Income from Continuing
     Operations                    -       56        85         58       983
    Income (Loss) from
     Discontinued
     Operations, net of tax        -      -         -          -         -
            Net Income            $-      $56       $85        $58      $983

    Diluted Earnings
     Per Share                    $-    $0.03     $0.05      $0.03     $0.54



    First Quarter 2005
                                                  Discontinued  Continuing
                                                   Operations   Operations
                                            GAAP       A        (GAAP - A)

    Operating Revenues                     $5,091     $-          $5,091
    Operating Expenses                      3,739      -           3,739
    Operating Income                        1,352      -           1,352
    Interest Expense                          291      -             291
    Other Income (Expense), net               (24)     -             (24)
    Income from Continuing Operations
     before Income Taxes                    1,037      -           1,037
    Provision for Income Taxes                354      -             354
    Income from Continuing Operations         683      -             683
    Income (Loss) from Discontinued
     Operations, net of tax                   381     (381)          -
            Net Income                     $1,064    $(381)         $683

    Diluted Earnings Per Share              $0.58   $(0.21)        $0.37



                                        Normalizing Items

                                      Wireless   Wireless
                                       Merger     Merger     Debt
                                    Integration Intangible  Exting.
                             Cingular  Costs   Amortization  Costs
                                B        C         D           F    Normalized

    Operating Revenues        $3,220    $-        $-          $-      $8,311
    Operating Expenses         3,175     (42)     (196)        -       6,676
    Operating Income              45      42       196         -       1,635
    Interest Expense             112     -         -           -         403
    Other Income
     (Expense), net               76     -         -            22        74
    Income from Continuing
     Operations before
     Income Taxes                  9       42       196         22     1,306
    Provision for Income Taxes     9       21        96          8       488
    Income from Continuing
     Operations                    -       21       100         14       818
    Income (Loss) from
     Discontinued
     Operations, net of tax        -      -         -          -         -
            Net Income            $-      $21      $100        $14      $818

    Diluted Earnings Per Share    $-    $0.01     $0.06      $0.01     $0.45



    BellSouth Corporation

    Notes to Normalized Financial and Operating Data (pages 3 and 4)
    (amounts in millions, except per share data)

    Our normalized earnings have been adjusted for the following:

    (a) Discontinued Operations - In March 2004, we announced our intention to
        sell our 10 Latin American properties.  Accordingly, results of the
        Latin American operations are shown as Discontinued Operations and
        thus excluded from normalized results.  The 1st quarter 2005 results
        include an after-tax gain of $390 related to the final 2 properties
        that were closed in January.

    (b) 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.

    (c) Wireless Merger Integration Costs - Represents BellSouth's 40% share
        of wireless merger integration costs incurred in connection with the
        Cingular/AT&T Wireless merger.  Integration costs include one-time
        cash outlays or specified non-cash charges, including accelerated
        depreciation, directly related to rationalization of the wireless
        network, sales distribution channels, the workforce, information
        technology systems and real estate.

    (d) Wireless Merger Intangible Amortization - Represents BellSouth's 40%
        share of the non-cash amortization of intangibles, primarily customer
        lists, that were created in Cingular's acquisition of AT&T Wireless.

    (e) Hurricane Katrina-related Expenses - Represents incremental labor and
        material costs primarily related to service restoration and network
        repairs in BellSouth's wireline business.  These expenses have been
        reduced by partial insurance recoveries during the 1st quarter of
        2006.

    (f) Debt Extinguishment Costs - Represents one-time expenses associated
        with the early extinguishment of $400 of long-term debt in the 1st
        quarter of 2005.



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

                                          March 31,  December 31,  Change vs.
                                            2006         2005      Prior Year

    Assets
    Current Assets:
      Cash and cash equivalents                 $247         $427       ($180)
      Short-term investments                      54          -            54
      Accounts receivable, net of
       allowance for uncollectibles of
       $281 and $289                           2,409        2,555        (146)
      Material and supplies                      412          385          27
      Other current assets                       982          842         140
        Total Current Assets                   4,104        4,209        (105)

    Investment in and advances to
     Cingular Wireless                        21,882       21,274         608
    Property, plant and equipment, net        21,870       21,723         147
    Other assets                               8,199        7,814         385
    Intangible assets, net                     1,595        1,533          62
    Total Assets                             $57,650      $56,553      $1,097

    Liabilities and Shareholders' Equity
    Current Liabilities:
      Debt maturing within one year           $4,408       $4,109        $299
      Accounts payable                         1,041        1,040           1
      Other current liabilities                3,686        3,505         181
        Total Current Liabilities              9,135        8,654         481

    Long-Term Debt                            13,062       13,079         (17)

    Noncurrent Liabilities:
      Deferred income taxes                    6,727        6,607         120
      Other noncurrent liabilities             4,641        4,679         (38)
        Total Noncurrent Liabilities          11,368       11,286          82

    Shareholders' Equity:
      Common stock, $1 par value               2,020        2,020         -
      Paid-in capital                          7,931        7,960         (29)
      Retained earnings                       20,612       20,383         229
      Accumulated other comprehensive income      32          (14)         46
      Shares held in trust and treasury       (6,510)      (6,815)        305
        Total Shareholders' Equity            24,085       23,534         551
    Total Liabilities and Shareholders'
     Equity                                  $57,650      $56,553      $1,097



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

                                                1Q06        1Q05        4Q05

    Cash Flows from Operating Activities:
    Income from Continuing Operations           $784        $683        $618
    Adjustments to income from continuing
     operations:
       Depreciation and amortization             893         918         905
       Provision for uncollectibles               87          85          90
       Net losses (earnings) of equity
        affiliates                              (139)         80         (80)
       Deferred income taxes                      59         (45)        255
       Pension income                           (130)       (133)       (133)
       Stock-settled compensation expense         17          25          24
       Loss on extinguishment of debt            -            22         -
    Net change in:
       Accounts receivable and other
        current assets                           (79)        (84)       (179)
       Accounts payable and other current
        liabilities                               78          23        (781)
       Deferred charges and other assets         (23)         20         (49)
       Other liabilities and deferred credits     78         103         103
    Other reconciling items, net                   7          (5)          1
      Net cash provided by operating
       activities                              1,632       1,692         774

    Cash Flows from Investing Activities:
    Capital expenditures                      (1,081)       (750)       (992)
    Purchase of short-term investments          (308)       (186)       (789)
    Proceeds from sale of short-term
     investments                                 254         202       1,155
    Investments in debt and equity securities   (200)        (32)       (129)
    Net (advances to) repayments from Cingular  (466)        400        (109)
    Proceeds from sale of securities and
     operations                                  -           929          42
    Other investing activities, net              (12)         (3)         11
      Net cash provided by (used for)
       investing activities                   (1,813)        560        (811)

    Cash Flows from Financing Activities:
    Net borrowings (repayments) of short-
     term debt                                   713      (1,074)        247
    Repayments of long-term debt                (417)       (662)        (13)
    Dividends paid                              (521)       (494)       (531)
    Purchase of treasury shares                  (50)        (77)       (959)
    Proceeds from issuing common stock           260          19          55
    Other financing activities, net               16         (13)          1
      Net cash used for financing activities       1      (2,301)     (1,200)

    Net Increase/(Decrease) in Cash from
     Continuing Operations                      (180)        (49)     (1,237)
    Net Increase/(Decrease) in Cash from
     Discontinued Operations                     -          (115)        -
      Net Increase/(Decrease) in Cash and
       Cash Equivalents                         (180)       (164)     (1,237)
    Cash and Cash Equivalents at
     Beginning of Period                         427         680       1,664
    Cash and Cash Equivalents at End of
     Period                                     $247        $516        $427



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

    Communications Group (1)

                                        1Q06    1Q05   Growth   4Q05   Growth

    Operating Revenues
       Voice                           $3,129  $3,154   -0.8%  $3,131   -0.1%
       Data                             1,264   1,160    9.0%   1,252    1.0%
       Other                              286     304   -5.9%     298   -4.0%
          Total Operating Revenues      4,679   4,618    1.3%   4,681    0.0%
    Operating Expenses
       Cost of services and products    1,959   1,853    5.7%   1,908    2.7%
       Selling, general, &
        administrative expenses           729     738   -1.2%     847  -13.9%
       Depreciation and amortization      886     910   -2.6%     899   -1.4%
          Total Operating Expenses      3,574   3,501    2.1%   3,654   -2.2%
    Segment Operating Income            1,105   1,117   -1.1%   1,027    7.6%
    Interest Expense                      107      98    9.2%      99    8.1%
    Other Income (Expense), net             7      11  -36.4%      23  -69.6%
    Income Before Income Taxes          1,005   1,030   -2.4%     951    5.7%
    Provision for Income Taxes            351     366   -4.1%     343    2.3%
            Segment Net Income(1)        $654    $664   -1.5%    $608    7.6%

    * - Not meaningful.


    Selected Financial and Operating Data

    (amounts in millions)
    Segment operating income           $1,105  $1,117   -1.1%  $1,027    7.6%
    Segment operating margin            23.6%   24.2%  -60 bps  21.9%  170 bps

    DSL revenues                         $382    $293   30.4%    $353    8.2%
    Long distance revenues               $639    $578   10.6%    $630    1.4%

    Switched Access MOUs               15,324  16,130   -5.0%  15,310    0.1%
    BSLD MOUs                           6,626   6,011   10.2%   6,539    1.3%
      Total Access minutes of use      21,950  22,141   -0.9%  21,849    0.5%

    Capital expenditures excluding
     Hurricane Katrina                   $936    $742   26.1%    $794   17.9%
    Total capital expenditures         $1,072    $742   44.5%    $983    9.1%
    (amounts in thousands)
    Wholesale lines                     2,087   2,884  -27.6%   2,224   -6.2%
    DSL customers                       3,145   2,349   33.9%   2,882    9.1%
    LD customers                        7,358   6,470   13.7%   7,179    2.5%

    Consumer ARPU (3)                  $62.05  $58.23    6.6%  $60.53    2.5%



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

    Communications Group - Network Access Lines In Service Reported (a)

                                        1Q06    1Q05   Growth   4Q05  Growth
    Access lines
       Residence
           Retail
               Primary                 11,231  11,751   -4.4%  11,319  -0.8%
               Additional               1,131   1,304  -13.3%   1,163  -2.8%
               Total Retail Residence  12,362  13,055   -5.3%  12,482  -1.0%
           Wholesale
               Total Wholesale Voice
                Lines                   1,392   2,020  -31.1%   1,488  -6.5%
       Total Residence                 13,754  15,075   -8.8%  13,970  -1.5%

       Business
           Retail
               Total Retail Business    5,327   5,251    1.4%   5,306   0.4%
           Wholesale
               Total Wholesale Voice
                Lines                     629     797  -21.1%     668  -5.8%
       Total Business                   5,956   6,048   -1.5%   5,974  -0.3%

       Other Retail/Wholesale Lines
               Retail                      23      29  -20.7%      25  -8.0%
               Wholesale                   66      67   -1.5%      68  -2.9%
       Total Other Retail/Wholesale
        Lines                              89      96   -7.3%      93  -4.3%

       Total Access Lines in Service   19,799  21,219   -6.7%  20,037  -1.2%

       ISDN line equivalents
             Residence                      6       9  -33.3%       6   0.0%
             Business                   1,456   1,416    2.8%   1,465  -0.6%
       Total ISDN Adjusted ALIS        21,261  22,644   -6.1%  21,508  -1.1%
    Access Line Equivalents (b)
       Selected digital data services:
             Unbundled Loops              340     267   27.3%     306  11.1%
             DS0 & ADSL                19,124  14,369   33.1%  17,558   8.9%
             DS1                        8,225   7,861    4.6%   8,214   0.1%
             DS3 & higher              35,501  32,448    9.4%  34,925   1.6%
       Total digital data lines in
        service                        63,190  54,945   15.0%  61,003   3.6%

    Total equivalent access lines in
     service                           84,451  77,589    8.8%  82,511   2.4%

             * - Not meaningful.

    (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 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)

    Wireless Segment (1)(a)

                                         1Q06    1Q05   Growth   4Q05  Growth

    Operating Revenues
       Service revenues (2)             $3,202  $2,968    7.9%  $3,111   2.9%
       Equipment and other revenues        390     324   20.4%     428  -8.9%
          Total Operating Revenues       3,592   3,292    9.1%   3,539   1.5%
    Operating Expenses
       Cost of services and products     1,452   1,375    5.6%   1,467  -1.0%
       Selling, general, &
        administrative expenses          1,119   1,159   -3.5%   1,108   1.0%
       Depreciation and amortization       461     474   -2.7%     454   1.5%
          Total Operating Expenses       3,032   3,008    0.8%   3,029   0.1%
    Segment Operating Income               560     284   97.2%     510   9.8%
    Interest Expense                       119     135  -11.9%     117   1.7%
    Other Income (Expense), net            (12)      4        *     (3)      *
    Income Before Income Taxes             429     153  180.4%     390  10.0%
    Provision for Income Taxes             186      86  116.3%     166  12.0%
            Segment Net Income (1)        $243     $67  262.7%    $224   8.5%


    Selected Financial and Operating Data

    (amounts in millions, except
     customer data in thousands)
    Segment operating income              $560    $284   97.2%    $510   9.8%
    Segment operating margin             15.6%    8.6%  700 bps  14.4% 120 bps
    Cellular/PCS Operating Metrics
     (100% Cingular)**:
       Total Customers (7)              55,810  50,350   10.8%  54,144   3.1%
       Net Customer Additions (7)        1,679   1,367   22.8%   1,820  -7.7%
       Partitioned Customers and/or
        Adjustments (7)                    (13)   (149)       *     32       *
       Churn (8)                          1.9%    2.2%  -30 bps   2.1% -20 bps
       Wireless Service ARPU (3)        $48.48  $49.60   -2.3%  $48.86  -0.8%
       Minutes Of Use Per Subscriber (4)   698     628   11.1%     700  -0.3%
       Licensed POPs (5)                   296     293    1.0%     294   0.7%
       Penetration (6)                   19.8%   17.7%  210 bps  18.9%  90 bps

    * - Not meaningful.
    ** - These metrics and calculations are not impacted by the 1Q06
         normalization of wireless merger integration costs and wireless
         merger intangible amortization.

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



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

    Advertising & Publishing (1)

                                         1Q06   1Q05   Growth   4Q05   Growth

    Operating Revenues
       Advertising and publishing
        revenues                         $487   $475     2.5%   $475     2.5%
       Commission revenues                 19     16    18.8%     54   -64.8%
          Total Operating Revenues        506    491     3.1%    529    -4.3%
    Operating Expenses
       Cost of services                    93     90     3.3%     91     2.2%
       Selling, general, &
        administrative expenses           179    163     9.8%    186    -3.8%
       Depreciation and amortization        8      7    14.3%      7    14.3%
          Total Operating Expenses        280    260     7.7%    284    -1.4%
    Segment Operating Income              226    231    -2.2%    245    -7.8%
    Interest Expense                        5      3    66.7%      4    25.0%
    Other Income (Expense), net            (2)    (1) -100.0%     (1) -100.0%
    Income Before Income Taxes            219    227    -3.5%    240    -8.8%
    Provision for Income Taxes             79     86    -8.1%     86    -8.1%
            Segment Net Income (1)       $140   $141    -0.7%   $154    -9.1%

    Segment operating income             $226   $231    -2.2%   $245    -7.8%
    Segment operating margin            44.7%  47.0%  -230 bps 46.3%  -160 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.  Certain intersegment revenues are not eliminated for
        purposes of management reporting.

    (2) Wireless service revenues include activation fees, access, airtime,
        roaming, long distance and value added services.  Roaming revenues are
        included on a gross basis for the Wireless segment.

    (3) Management uses average revenue per unit (ARPU) as an indicator of
        operating performance of the business.
        Consumer ARPU is defined as consumer revenues during the period
        divided by average primary access lines during the period.
        Wireless Service ARPU 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.

    (4) Effective with the 1Q05 reporting period, the Total Minutes of Use per
        Cellular/PCS Subscriber (MOUs) definition has been revised to exclude
        SMS activity.  Effective 2Q05 the MOU definition was changed, and
        prior period results recast, to include Local MOUs and Outcollect MOUs
        in the numerator.  Prior to the change, the numerator was defined as
        Local MOUs.

    (5) Licensed POPs refers to the number of people residing in areas where
        Cingular and its partners have licenses to provide cellular or PCS
        service, including areas where Cingular has not yet commenced service.
        Licensed POPs have been restated in periods 4Q04 through 2Q05 due to a
        reconciliation of respective licenses.

    (6) Penetration calculation for 1Q06 is based on licensed "operational"
        POPs of 282 million.

    (7) Cellular/PCS customers include customers served through reseller
        agreements.  Cingular revised its customer counts and related data for
        the 4Q04 through 2Q05 reporting periods to correct reporting of
        certain subscriber activity.

    (8) Cellular/PCS churn is calculated by dividing the aggregate number of
        Cellular/PCS customers who cancel service during each month in a
        period by the total number of Cellular/PCS customers at the beginning
        of each month in that period.



    BellSouth Corporation
    Non-GAAP Measures - Reconciliation
    (amounts in millions) (unaudited)

    Segment Net Income Reconciliation to GAAP Net Income

                                                1Q06        1Q05       4Q05
    Communications Group segment Net Income     $654        $664       $608
    Wireless segment Net Income                  243          67        224
    Advertising and Publishing Group
     segment Net Income                          140         141        154
    Corporate, eliminations and other            (54)        (54)       (21)
    Normalized Net Income                        983         818        965
      Add back Excluded non-recurring or
       non-operational items (a)                (199)        246       (347)
    Consolidated GAAP Net Income                $784      $1,064       $618


             Free Cash Flow
                                                1Q06        1Q05       4Q05
    Net cash provided by Operating
     Activities                               $1,632      $1,692       $774
      Less Capital Expenditures               (1,081)       (750)      (992)
    Operating Free Cash Flow                    $551        $942      $(218)


                Net Debt
                                             March 31,  December 31,
                                               2006        2005
    Total Debt                               $17,470     $17,188
      Less Cash                                 (247)       (427)
    Net Debt                                 $17,223     $16,761


    Communications Group Operating Income
     before Depreciation and Amortization
                                                1Q06        1Q05       4Q05
    Operating Revenues                        $4,679      $4,618     $4,681
    Operating Income                           1,105       1,117      1,027
      Add back Depreciation and Amortization     886         910        899
    Operating Income before Depreciation
     and Amortization                         $1,991      $2,027     $1,926
    Margin                                     42.6%       43.9%      41.1%

    Wireless Operating Income before
     Depreciation and Amortization
                                                1Q06        1Q05       4Q05
    Service Revenues                          $3,202      $2,968     $3,111
    Equipment and Other Revenues                 390         324        428
    Operating Revenues                         3,592       3,292      3,539
    Operating Income                             560         284        510
    Operating Margin (Operating Income
     divided by Operating Revenues) (b)        15.6%        8.6%      14.4%
      Add back Depreciation and Amortization     461         474        454
    Operating Income before Depreciation
     and Amortization                         $1,021        $758       $964
    Margin (Operating Income before Depr
     & Amort divided by Service Revenues) (b)  31.9%       25.5%      31.0%

    (a) See pages 3 and 4 for detail of excluded items.
    (b) Margin calculations for our wireless segment represent 40% of
        Cingular's margin calculations adjusted for the related normalized
        items as presented on pages 3-4.



    BellSouth Corporation
    Hurricane Katrina Revenue Impacts
    (amounts in millions, except per share data)

    Advertising & Publishing:

                                        1Q06    1Q05   Growth   4Q05   Growth

    As reported (with Katrina customer
     bill credits):
       Operating revenues                $506    $491    3.1%    $529   -4.3%

    Pro forma (without Katrina
     customer bill credits):
       Operating revenues                $506    $491    3.1%    $545   -7.2%

    Impact of Hurricane Katrina bill
     credits on:
       Operating revenues                 $-     $-      0 bps   $(16) 290 bps



    BellSouth Corporation
    Cingular Amortization Reconciliation
    (amounts in millions, except per share data)

    Consolidated

                                         4Q04    2004    1Q05    2Q05    3Q05

    Normalized D&A - as originally
     disclosed                         $1,472  $4,868  $1,588  $1,524  $1,501
      Wireless merger intangible
       amortization                     $(159)  $(159)  $(196)  $(179)  $(158)
              Normalized D&A           $1,313  $4,709  $1,392  $1,345  $1,343

    Normalized Operating Income - as
     originally disclosed              $1,270  $6,272  $1,439  $1,634  $1,659
      Wireless merger intangible
       amortization                      $159    $159    $196    $179    $158
              Normalized Operating
               Income                  $1,429  $6,431  $1,635  $1,813  $1,817

    Normalized Operating Margin - as
     originally disclosed               16.0%   22.4%   17.3%   19.2%   19.5%
      Wireless merger intangible
       amortization                      2.0%    0.6%    2.4%    2.1%    1.9%
              Normalized Operating
               Margin                   18.0%   23.0%   19.7%   21.3%   21.4%

    Normalized Earnings Per Share - as
     originally disclosed               $0.35   $1.83   $0.39   $0.46   $0.46
      Wireless merger intangible
       amortization                     $0.04   $0.04   $0.06   $0.05   $0.05
              Normalized Earnings Per
               Share                    $0.39   $1.87   $0.45   $0.51   $0.51


    Wireless Segment

                                         4Q04    2004    1Q05    2Q05    3Q05

    Normalized D&A - as originally
     disclosed                           $556  $1,232    $670    $608    $579
      Wireless merger intangible
       amortization                     $(159)  $(159)  $(196)  $(179)  $(158)
              Normalized D&A             $397  $1,073    $474    $429    $421

    Normalized Operating Income - as
     originally disclosed                 $27    $736     $88    $283    $397
      Wireless merger intangible
       amortization                      $159    $159    $196    $179    $158
              Normalized Operating
               Income                    $186    $895    $284    $462    $555

    Normalized Operating Margin - as
     originally disclosed                0.9%    9.4%    2.7%    8.2%   11.3%
      Wireless merger intangible
       amortization                      5.6%    2.0%    5.9%    5.2%    4.6%
             Normalized Operating
              Margin                     6.5%   11.4%    8.6%   13.4%   15.9%


    Wireless merger intangible amortization - Represents BellSouth's 40
    percent share of the non-cash amortization of intangibles, primarily
    customer lists, that were created in Cingular's acquisition of AT&T
    Wireless.


SOURCE BellSouth Corporation




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    CONTACT:
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    Corporation, +1-404-249-2839, or BellSouth Investor Relations,
    +800-241-3419