Print This Story  Email This Story  Save this Link View PR Newswire's RSS Feed  Blogs Discussing this News Release  Search Blogs that Mention this News Release  Click this link to view linked Bookmarking Services Click this link to view linked Blogging Services


BellSouth Reports Second Quarter Earnings

         - Normalized earnings per share of 60 cents, up 18 percent
                - Expanding margins in Communications Group
         - Strong customer growth and record low churn at Cingular

    ATLANTA, July 24 /PRNewswire-FirstCall/ -- BellSouth Corporation (NYSE:
BLS) announced second quarter 2006 earnings per share (EPS) from continuing
operations of 49 cents, up 14.0 percent compared to the second quarter of
2005. Normalized EPS from continuing operations was 60 cents, a 17.6
percent increase compared to the second quarter of 2005. During the first
six months of the year, BellSouth's reported income from continuing
operations has grown $200 million compared to the prior year while
normalized net income for the first six months has expanded more than $300
million exceeding $2 billion. A list of normalizing items is provided in
the table below.
    "Three consecutive quarters of double-digit earnings growth reflects
the strength of our broadband and wireless businesses," said Duane
Ackerman, Chairman and Chief Executive Officer. "Continued revenue growth
and our focus on cost management in the wireline business and increased
profitability at Cingular demonstrate that we continue to successfully
execute in the ever- changing communications market."
    Normalized Results from Continuing Operations
    Normalized results from continuing operations include BellSouth's 40
percent proportionate share of Cingular's revenues and expenses that are
recognized as equity earnings for purposes of GAAP reporting. Normalized
results exclude the impact of significant nonoperational or nonrecurring
items.
    Normalized revenue growth of 3.4 percent was driven by growth across
all operating segments of the business, resulting in normalized revenues of
more than $8.8 billion for the second quarter of 2006. For the quarter,
operating income before depreciation and amortization (OIBDA) exceeded $3.4
billion representing a 38.7 percent OIBDA margin. OIBDA margin improved 160
basis points year-over-year and 120 basis points sequentially. Normalized
net income of $1.1 billion grew 15.1 percent compared to the second quarter
of 2005 driven by improved profitability at both Cingular and
Communications Group.
    Reported Results from Continuing Operations
    For the second quarter of 2006, BellSouth's consolidated reported
revenues from continuing operations were $5.2 billion, up 1.2 percent
compared to the same quarter of 2005. Income from continuing operations was
$887 million, up 11.6 percent compared to the same quarter of the previous
year.
    For the second quarter of 2006, operating free cash flow (defined as
net cash provided by operating activities less capital expenditures) was
$980 million. Capital expenditures for the quarter were $950 million,
including approximately $130 million of incremental expenditures for
Katrina restoration efforts.
    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.
    On Friday, July 21, 2006, shareholders of both BellSouth and AT&T voted
overwhelmingly to approve the merger agreement. The companies have made
significant progress toward obtaining the regulatory approvals from the
Department of Justice, the Federal Communications Commission and various
state commissions. The merger is expected to close in the fall.
    Communications Group
    In the second quarter of 2006, Communications Group revenues were $4.7
billion, a 1.0 percent increase over the second quarter of 2005. Growth in
the mass-market and stabilization in the large business customer segments
contributed to the improved results. Revenue streams for broadband data and
long distance in these segments outpaced declines in the traditional voice
business. Communications Group operating margin improved significantly to
24.9 percent, an increase of 130 basis points year-over-year and
sequentially as the Company continued to focus on cost controls and held
revenues stable.
    Network data revenues grew to $1.3 billion, a 10.0 percent increase
over the second quarter of 2005. Retail data revenues growth of 18.7
percent year- over-year was driven by a 40.9 percent increase in retail DSL
revenues and continued momentum from emerging retail data services
indicative of market growth in IP broadband services.
    At the end of the second quarter, BellSouth served nearly 3.3 million
broadband DSL customers. The Company added 128,000 new customers during the
second quarter and continued to improve the economic mix of customers.
Today, more than 25 percent of BellSouth's broadband customers subscribe to
the Company's premium service offerings -- FastAccess(R) DSL Xtreme and
FastAccess(R) DSL Xtreme 6.0.
    BellSouth ended the second quarter with nearly 7.5 million long
distance customers and at quarter-end served more than 60 percent of its
mass-market customer base with long distance. The Company added 120,000
long distance customers during the second quarter. Approximately 63,000
customers added DIRECTV(R) service to their BellSouth bundle, resulting in
a total of 691,000 customers who have included DIRECTV(R) service in their
communications packages.
    As of June 30, 2006, total access lines were 19.3 million, down 460,000
compared to March 31, 2006. Residential access line loss in the second
quarter reflects seasonal loss patterns, wireless substitution and
competition from cable telephony providers. Retail residential access lines
were down 251,000. Retail small business access line gains were nearly
25,000, offset by a 48,000 decline in retail large business access lines
that was predominantly driven by the loss of a single customer. Wholesale
lines resold by BellSouth competitors declined 181,000 compared to March
31, 2006.
    Summary Impacts of Hurricane Katrina
    During the second quarter of 2006, BellSouth recognized incremental
expenses associated with Hurricane Katrina of $25 million, which is net of
$20 million in insurance recoveries during the quarter. BellSouth also
incurred approximately $130 million of incremental capital expenditures for
Katrina restoration. Since the third quarter of 2005, BellSouth has
incurred approximately $910 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, of which $40 million has been
recognized to date. The actual recovery will vary depending on the outcome
of the insurance loss adjustment effort.
    Cingular Wireless
    Cingular Wireless, the nation's largest wireless provider, was an
important contributor to BellSouth's earnings growth in the second quarter
of 2006. Strong customer growth, record low churn, improving revenue
trends, and successful merger integration activities drove Cingular's
margin expansion and net income growth.
    Cingular added 1.5 million net new customers during the second quarter
of 2006 and served a total of 57.3 million subscribers at the end of June.
Postpaid customer additions were more than 1.0 million for the quarter, a
9.2 percent year-over-year improvement. Overall monthly subscriber churn
for the quarter was a record-low 1.7 percent and postpaid churn was also
the lowest- ever at 1.5 percent.
    In the second quarter of 2006, Cingular's revenues were $9.2 billion,
an improvement of 7.1 percent over the same quarter a year ago and up 2.7
percent sequentially. Average revenue per user (ARPU) improved sequentially
in the quarter to $48.84, but declined 3.3 percent from the year-ago second
quarter. The year-over-year decline in ARPU is primarily the result of the
increase in the number of lower ARPU wholesale customers in Cingular's
base. Retail subscriber ARPU improved year-over-year on growth of data
services. Data ARPU continued its growth trajectory in the second quarter
of 2006, increasing 38.7 percent to $5.77 year-over-year and up 10.5
percent sequentially.
    For the second quarter of 2006, normalized operating income before
depreciation and amortization (OIBDA) margin was 32.6 percent, up 370 basis
points compared to the second quarter of 2005. The Company's steady margin
improvement illustrates continued execution of merger integration
activities and progress on network integration and system conversions. The
continued decline in churn and strong gross and net customer additions are
reflective of improving customer satisfaction. Customers are benefiting
from improved network coverage and quality, promotional offers and devices
and the capabilities of the growing 3G network.
    Advertising & Publishing
    For the seventh straight quarter, Advertising & Publishing grew
revenues year-over-year reflecting continued growth in online advertising
and growth in print advertising. Revenues were $547 million, up 3 percent
compared to the same quarter of 2005. Operating margins were strong at 46.1
percent for the second quarter of 2006, flat compared to the same period in
the prior year.
    Normalizing Items
    For the second quarter of 2006, the difference between reported (GAAP)
EPS from continuing operations and normalized EPS is shown in the following
table. Full income statement reconciliation is included in the attached
exhibits.
                                                              2Q06
    GAAP Diluted EPS - Income from continuing operations      $0.49

    Wireless merger integration costs                         $0.02
    Wireless merger intangible amortization                   $0.04
    Hurricane Katrina-related expenses                        $0.01
    Severance                                                 $0.02
    AT&T Merger Costs                                         $0.01

    Normalized Diluted EPS - Income from continuing
     operations(1)                                            $0.60

    (1) May not sum due to rounding
    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.
    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 second quarter.
    Severance -- Represents the net severance-related costs recorded in the
second quarter of 2006 associated with recently completed voluntary
management workforce reductions.
    AT&T Merger Costs -- Represents specific deal-related costs directly
associated with the pending merger with AT&T. Costs include legal and
regulatory fees, costs of filing and printing the joint proxy and
registration statement and expense associated with employee retention
awards.
    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 57.3 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.
    Further information about BellSouth and Cingular's second 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 July 31, 2006, and can
be accessed by dialing:
    Domestic: 800-642-1687 -- Conference ID: 1384532
    International: 706-645-9291 -- Conference ID: 1384532
    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 risk that the businesses of AT&T and
BellSouth will not be integrated successfully or as quickly as expected;
(iii) 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; (iv) disruption from the merger
making it more difficult to maintain relationships with customers,
employees or suppliers; and (v) 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 web site,
http://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.

                                        2Q06    2Q05   Growth   1Q06   Growth

    Operating Revenues
      Communications group             $4,647  $4,598    1.1%  $4,653   -0.1%
      Advertising and publishing          543     527    3.0%     503    8.0%
      All other                            16      17   -5.9%      15    6.7%
        Total Operating Revenues        5,206   5,142    1.2%   5,171    0.7%
    Operating Expenses
      Cost of services and products     1,960   1,925    1.8%   2,109   -7.1%
      Selling, general, &
       administrative expenses            970     943    2.9%     931    4.2%
      Depreciation and amortization       898     916   -2.0%     893    0.6%
      Provision for restructuring and
       asset impairments                   73       8       *     (8)       *
        Total Operating Expenses        3,901   3,792    2.9%   3,925   -0.6%
    Operating Income                    1,305   1,350   -3.3%   1,246    4.7%
    Interest Expense                      279     285   -2.1%     279    0.0%
    Other Income (Expense), net           280     124  125.8%     194   44.3%
    Income from Continuing Operations
     before Income Taxes                1,306   1,189    9.8%   1,161   12.5%
    Provision for Income Taxes            419     394    6.3%     377   11.1%
    Income from Continuing Operations     887     795   11.6%     784   13.1%
    Income (Loss) from Discontinued
     Operations, net of tax               -       -         *    -          *
          Net Income                     $887    $795   11.6%    $784   13.1%

    Diluted:
      Weighted Average Common Shares
       Outstanding                      1,813   1,835   -1.2%   1,804    0.5%
      Earnings Per Share:
         Income from Continuing
          Operations                    $0.49   $0.43   14.0%   $0.43   14.0%
         Income from Discontinued
          Operations                    $0.00   $0.00       *   $0.00       *
         Net Income (1)                 $0.49   $0.43   14.0%   $0.43   14.0%

     * - Not meaningful.
    (1) Year-to-Date 2005 does not sum due to rounding.

    Selected Financial and Operating Data

    Operating income                   $1,305  $1,350   -3.3%  $1,246    4.7%
    Operating margin                    25.1%   26.3% -120 bps  24.1%  100 bps

    Declared dividends per share        $0.29   $0.29    0.0%   $0.29    0.0%

    Capital expenditures excluding
     Hurricane Katrina                   $821    $829   -1.0%    $945  -13.1%
    Total capital expenditures           $950    $829   14.6%  $1,081  -12.1%

    Common shares outstanding           1,812   1,832   -1.1%   1,807    0.3%
    Book value per share               $13.56  $13.10    3.5%  $13.33    1.7%



                                                      Year-to-Date
                                              2006        2005       Growth

    Operating Revenues
      Communications group                   $9,300      $9,191        1.2%
      Advertising and publishing              1,046       1,015        3.1%
      All other                                  31          27       14.8%
        Total Operating Revenues             10,377      10,233        1.4%
    Operating Expenses
      Cost of services and products           4,069       3,845        5.8%
      Selling, general, & administrative
       expenses                               1,901       1,837        3.5%
      Depreciation and amortization           1,791       1,834       -2.3%
      Provision for restructuring and
       asset impairments                         65          15           *
        Total Operating Expenses              7,826       7,531        3.9%
    Operating Income                          2,551       2,702       -5.6%
    Interest Expense                            558         576       -3.1%
    Other Income (Expense), net                 474         100           *
    Income from Continuing Operations
     before Income Taxes                      2,467       2,226       10.8%
    Provision for Income Taxes                  796         748        6.4%
    Income from Continuing Operations         1,671       1,478       13.1%
    Income (Loss) from Discontinued
     Operations, net of tax                     -           381           *
          Net Income                         $1,671      $1,859      -10.1%

    Diluted:
      Weighted Average Common Shares
       Outstanding                            1,809       1,835       -1.4%
      Earnings Per Share:
         Income from Continuing
          Operations                          $0.92       $0.81       13.6%
         Income from Discontinued
          Operations                          $0.00       $0.21           *
         Net Income (1)                       $0.92       $1.01       -8.9%
    * - Not meaningful.
    (1) Year-to-Date 2005 does not sum due to rounding.

    Selected Financial and Operating Data

    Operating income                         $2,551      $2,702       -5.6%
    Operating margin                          24.6%       26.4%    -180 bps

    Declared dividends per share              $0.58       $0.56        3.6%

    Capital expenditures excluding
     Hurricane Katrina                       $1,766      $1,579       11.8%
    Total capital expenditures               $2,031      $1,579       28.6%




    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.


                                        2Q06    2Q05   Growth   1Q06   Growth

    Operating Revenues
       Communications group            $4,569  $4,537    0.7%  $4,574   -0.1%
       Wireless                         3,687   3,443    7.1%   3,592    2.6%
       Advertising and publishing         543     527    3.0%     503    8.0%
       All other                           16      16    0.0%      15    6.7%
          Total Operating Revenues      8,815   8,523    3.4%   8,684    1.5%

    Operating Expenses
       Cost of services and products    3,360   3,268    2.8%   3,393   -1.0%
       Selling, general, &
        administrative expenses         2,047   2,097   -2.4%   2,037    0.5%
       Depreciation and amortization    1,372   1,345    2.0%   1,354    1.3%
          Total Operating Expenses      6,779   6,710    1.0%   6,784   -0.1%
    Operating Income                    2,036   1,813   12.3%   1,900    7.2%
    Interest Expense                      379     392   -3.3%     381   -0.5%
    Other Income (Expense), net            31      58  -46.6%      23   34.8%
    Income Before Income Taxes          1,688   1,479   14.1%   1,542    9.5%
    Provision for Income Taxes            606     539   12.4%     559    8.4%
            Net Income                 $1,082    $940   15.1%    $983   10.1%

    Diluted:
       Weighted Average Common Shares
        Outstanding                     1,813   1,835   -1.2%   1,804    0.5%
       Earnings Per Share               $0.60   $0.51   17.6%   $0.54   11.1%
    * - Not meaningful.

    Selected Financial and Operating Data

    Operating income                   $2,036  $1,813   12.3%  $1,900    7.2%
    Operating margin                    23.1%   21.3%  180 bps  21.9%  120 bps

    Declared dividends per share        $0.29   $0.29    0.0%   $0.29    0.0%

    Capital expenditures excluding
     Hurricane Katrina                   $821    $829   -1.0%    $945  -13.1%
    Total capital expenditures           $950    $829   14.6%  $1,081  -12.1%

    Common shares outstanding           1,812   1,832   -1.1%   1,807    0.3%
    Book value per share               $13.56  $13.10    3.5%  $13.33    1.7%
    Total employees                    61,284  62,524   -2.0%  62,979   -2.7%


                                                Year-to-Date
                                              2006        2005       Growth

    Operating Revenues
       Communications group                  $9,143      $9,058        0.9%
       Wireless                               7,279       6,735        8.1%
       Advertising and publishing             1,046       1,015        3.1%
       All other                                 31          26       19.2%
          Total Operating Revenues           17,499      16,834        4.0%

    Operating Expenses
       Cost of services and products          6,753       6,499        3.9%
       Selling, general, &
        administrative expenses               4,084       4,150       -1.6%
       Depreciation and amortization          2,726       2,737       -0.4%
          Total Operating Expenses           13,563      13,386        1.3%
    Operating Income                          3,936       3,448       14.2%
    Interest Expense                            760         795       -4.4%
    Other Income (Expense), net                  54         132      -59.1%
    Income Before Income Taxes                3,230       2,785       16.0%
    Provision for Income Taxes                1,165       1,027       13.4%
            Net Income                       $2,065      $1,758       17.5%

    Diluted:
       Weighted Average Common Shares
        Outstanding                           1,809       1,835       -1.4%
       Earnings Per Share                     $1.14       $0.96       18.8%
    * - Not meaningful.

    Selected Financial and Operating Data

    Operating income                         $3,936      $3,448       14.2%
    Operating margin                          22.5%       20.5%      200 bps

    Declared dividends per share              $0.58       $0.56        3.6%

    Capital expenditures excluding
     Hurricane Katrina                       $1,766      $1,579       11.8%
    Total capital expenditures               $2,031      $1,579       28.6%



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

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

    Operating Revenues                     $5,206        $0          $5,206
    Operating Expenses                      3,901         -           3,901
    Operating Income                        1,305         -           1,305
    Interest Expense                          279         -             279
    Other Income (Expense), net               280         -             280
    Income from Continuing Operations
     before Income Taxes                    1,306         -           1,306
    Provision for Income Taxes                419         -             419
    Income from Continuing Operations         887         -             887
    Income (Loss) from Discontinued
     Operations, net of tax                   -           -               -
            Net Income                       $887        $0            $887

    Diluted Earnings Per Share *            $0.49     $0.00           $0.49

    * Normalized earnings per share for the second quarter 2006 does not sum
      due to rounding.



    Second Quarter 2006                           Normalizing Items

                                                Wireless   Wireless  Hurricane
                                                Merger     Merger     related
                                               Integration Intangible expenses
                                                  Costs   Amortization
                                       Cingular
                                          B          C           D        E

    Operating Revenues                 $3,609       $0          $0       $0
    Operating Expenses                  3,203      (65)       (135)     (25)
    Operating Income                      406       65         135       25
    Interest Expense                      100        -           -        -
    Other Income (Expense), net          (249)       -           -        -
    Income from Continuing Operations
     before Income Taxes                   57       65         135       25
    Provision for Income Taxes             57       27          55       10
    Income from Continuing Operations       -       38          80       15
    Income (Loss) from Discontinued
     Operations, net of tax                 -        -           -        -
            Net Income                     $0      $38         $80      $15

    Diluted Earnings Per Share *        $0.00    $0.02       $0.04    $0.01

    * Normalized earnings per share for the second quarter 2006 does not sum
    due to rounding.



    Second Quarter 2006
                                            Normalizing Items

                                                     AT&T Merger
                                         Severance      Costs
                                             G            H        Normalized

    Operating Revenues                        $0          $0       $8,815
    Operating Expenses                       (73)        (27)       6,779
    Operating Income                          73          27        2,036
    Interest Expense                           -           -          379
    Other Income (Expense), net                -           -           31
    Income from Continuing Operations
     before Income Taxes                      73          27        1,688
    Provision for Income Taxes                28          10          606
    Income from Continuing Operations         45          17        1,082
    Income (Loss) from Discontinued
     Operations, net of tax                    -           -            -
            Net Income                       $45         $17       $1,082

    Diluted Earnings Per Share *           $0.02       $0.01        $0.60

    * Normalized earnings per share for the second quarter 2006 does not sum
    due to rounding.



    Year-to-Date 2006

                                                     Discontinued   Continuing
                                                      Operations    Operations
                                             GAAP          A        (GAAP - A)

    Operating Revenues                     $10,377         $0         $10,377
    Operating Expenses                       7,826          -           7,826
    Operating Income                         2,551          -           2,551
    Interest Expense                           558          -             558
    Other Income (Expense), net                474          -             474
    Income from Continuing Operations
     before Income Taxes                     2,467          -           2,467
    Provision for Income Taxes                 796          -             796
    Income from Continuing Operations        1,671          -           1,671
    Income (Loss) from Discontinued
     Operations, net of tax                      -          -               -
            Net Income                      $1,671         $0          $1,671

    Diluted Earnings Per Share *             $0.92      $0.00           $0.92

    * Normalized earnings per share for year-to-date 2006 does not sum due to
    rounding.



    Year-to-Date 2006                             Normalizing Items

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

    Operating Revenues                  $7,122      $0         $0        $0
    Operating Expenses                   6,393    (159)      (278)     (119)
    Operating Income                       729     159        278       119
    Interest Expense                       202       -          -         -
    Other Income (Expense), net           (420)      -          -         -
    Income from Continuing Operations
     before Income Taxes                   107     159        278       119
    Provision for Income Taxes             107      65        113        46
    Income from Continuing Operations        -      94        165        73
    Income (Loss) from Discontinued
     Operations, net of tax                  -       -          -        -
            Net Income                      $0      $94      $165      $73

    Diluted Earnings Per Share *         $0.00    $0.05     $0.09    $0.04

    * Normalized earnings per share for year-to-date 2006 does not sum due to
    rounding.



    Year-to-Date 2006                       Normalizing Items

                                                    AT&T Merger
                                         Severance     Costs
                                             G           H          Normalized

    Operating Revenues                       $0          $0          $17,499
    Operating Expenses                      (73)        (27)          13,563
    Operating Income                         73          27            3,936
    Interest Expense                          -           -              760
    Other Income (Expense), net               -           -               54
    Income from Continuing Operations
     before Income Taxes                     73          27            3,230
    Provision for Income Taxes               28          10            1,165
    Income from Continuing Operations        45          17            2,065
    Income (Loss) from Discontinued
     Operations, net of tax                   -           -                -
            Net Income                      $45         $17           $2,065

    Diluted Earnings Per Share *          $0.02       $0.01            $1.14

    * Normalized earnings per share for year-to-date 2006 does not sum due to
    rounding.



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



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

    Operating Revenues                     $5,142        $0         $5,142
    Operating Expenses                      3,792         -          3,792
    Operating Income                        1,350         -          1,350
    Interest Expense                          285         -            285
    Other Income (Expense), net               124         -            124
    Income from Continuing Operations
     before Income Taxes                    1,189         -          1,189
    Provision for Income Taxes                394         -            394
    Income from Continuing Operations         795         -            795
    Income (Loss) from Discontinued
     Operations, net of tax                     -         -              -
            Net Income                       $795        $0           $795

    Diluted Earnings Per Share              $0.43     $0.00          $0.43




    Second Quarter 2005                   Normalizing Items
                                     Wireless    Wireless     Debt
                                     Merger      Merger       Exting.
                                     Integration Intangible   Costs
                                     Costs       Amortization
                            Cingular
                               B        C           D          F    Normalized

    Operating Revenues      $3,381      $0         $0         $0      $8,523
    Operating Expenses       3,178     (81)      (179)         -       6,710
    Operating Income           203      81        179          -       1,813
    Interest Expense           107       -          -          -         392
    Other Income (Expense),
     net                       (86)      -          -         20          58
    Income from Continuing
     Operations before Income
     Taxes                      10      81        179         20       1,479
    Provision for Income Taxes  10      39         88          8         539
    Income from Continuing
     Operations                  -      42         91         12         940
    Income (Loss) from
     Discontinued Operations,
     net of tax                  -       -          -          -           -
            Net Income           $0    $42        $91        $12        $940

    Diluted Earnings
     Per Share                $0.00  $0.02      $0.05      $0.01       $0.51



    Year-to-Date 2005

                                                      Discontinued  Continuing
                                                      Operations    Operations
                                             GAAP        A          (GAAP - A)


    Operating Revenues                       $10,233         $0     $10,233
    Operating Expenses                         7,531        -         7,531
    Operating Income                           2,702        -         2,702
    Interest Expense                             576        -           576
    Other Income (Expense), net                  100        -           100
    Income from Continuing Operations
     before Income Taxes                       2,226        -         2,226
    Provision for Income Taxes                   748        -           748
    Income from Continuing Operations          1,478        -         1,478
    Income (Loss) from Discontinued
     Operations, net of tax                      381       (381)        -
            Net Income                        $1,859      ($381)     $1,478

    Diluted Earnings Per Share *               $1.01     ($0.21)      $0.81

    * Normalized earnings per share for year-to-date 2005 does not sum due to
    rounding.



    Year-to-Date 2005                         Normalizing Items
                                     Wireless    Wireless     Debt
                                     Merger      Merger       Exting.
                                     Integration Intangible   Costs
                                     Costs       Amortization
                            Cingular
                               B        C           D          F    Normalized

    Operating Revenues      $6,601     $0          $0          $0     $16,834
    Operating Expenses       6,353   (123)       (375)          -      13,386
    Operating Income           248    123         375           -       3,448
    Interest Expense           219      -           -           -         795
    Other Income (Expense),
     net                       (10)     -           -          42         132
    Income from Continuing
     Operations before Income
     Taxes                      19    123         375          42       2,785
    Provision for Income
     Taxes                      19     60         184          16       1,027
    Income from Continuing
     Operations                  -     63         191          26       1,758
    Income (Loss) from
     Discontinued Operations,
     net of tax                  -      -           -           -           -
            Net Income          $0    $63        $191         $26      $1,758

    Diluted Earnings
     Per Share *             $0.00  $0.03       $0.10       $0.01       $0.96

    * Normalized earnings per share for year-to-date 2005 does not sum due to
    rounding.



    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 year-to-date 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 and 2nd
        quarters 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 and one-time expenses associated with the early
        extinguishment of $300 of long-term debt in the 2nd quarter of 2005.

    (g) Severance - Represents the net severance-related costs recorded in the
        2nd quarter of 2006 associated with recently completed voluntary
        management workforce reductions.

    (h) AT&T Merger Costs - Represents specific deal-related costs directly
        associated with the pending merger with AT&T.  Costs include legal and
        regulatory fees, costs of filing and printing the joint proxy and
        registration statement and expense associated with employee retention
        awards.



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


                                      June 30, Dec. 31, Change  Mar.31, Change
                                        2006     2005     vs.    2006     vs.
                                                         Prior          Prior
                                                          Year         Quarter
   Assets
    Current Assets:
      Cash and cash equivalents         $259     $427   ($168)    $247   $12
      Short-term investments             483      -       483       54   429
      Accounts receivable, net of
       allowance for uncollectibles
       of $274, $289 and $281          2,472    2,555     (83)   2,409    63
      Material and supplies              408      385      23      412    (4)
      Other current assets               932      842      90      982   (50)
        Total Current Assets           4,554    4,209     345    4,104   450

    Investment in and advances to
     Cingular Wireless                22,108   21,274     834   21,882   226
    Property, plant and equipment,
     net                              21,920   21,723     197   21,870    50
    Other assets                       8,250    7,814     436    8,199    51
    Intangible assets, net             1,606    1,533      73    1,595    11
    Total Assets                     $58,438  $56,553  $1,885  $57,650  $788

    Liabilities and Shareholders'
     Equity
    Current Liabilities:
      Debt maturing within one year   $4,325   $4,109    $216   $4,408  ($83)
      Accounts payable                   911    1,040    (129)   1,041  (130)
      Other current liabilities        4,131    3,505     626    3,686   445
        Total Current Liabilities      9,367    8,654     713    9,135   232

    Long-Term Debt                    13,047   13,079     (32)  13,062   (15)

    Noncurrent Liabilities:
      Deferred income taxes            6,713    6,607     106    6,727   (14)
      Other noncurrent liabilities     4,740    4,679      61    4,641    99
        Total Noncurrent Liabilities  11,453   11,286     167   11,368    85

    Shareholders' Equity:
      Common stock, $1 par value       2,020    2,020     -      2,020   -
      Paid-in capital                  7,919    7,960     (41)   7,931   (12)
      Retained earnings               20,965   20,383     582   20,612   353
      Accumulated other
       comprehensive income               19      (14)     33       32   (13)
      Shares held in trust and
       treasury                       (6,352)  (6,815)    463   (6,510)  158
        Total Shareholders' Equity    24,571   23,534   1,037   24,085   486
    Total Liabilities and
     Shareholders' Equity            $58,438  $56,553  $1,885  $57,650  $788



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

                                                                Year-to-Date
                                        2Q06    2Q05    1Q06    2006    2005
    Cash Flows from Operating
     Activities:
    Income from Continuing Operations   $887    $795    $784  $1,671  $1,478
    Adjustments to income from
     continuing operations:
      Depreciation and amortization      898     916     893   1,791   1,834
      Provision for uncollectibles        60      80      87     147     165
      Net losses (earnings) of equity
       affiliates                       (213)    (68)   (139)   (352)     12
      Deferred income taxes               (1)    162      59      58     117
      Pension income                    (131)   (133)   (130)   (261)   (266)
      Stock-settled compensation
       expense                            15      23      17      32      48
      Loss on extinguishment of debt      -        20     -       -       42
    Net change in:
      Accounts receivable and other
       current assets                    (76)    (79)    (79)   (155)   (163)
      Accounts payable and other
       current liabilities               332     368      78     410     391
      Deferred charges and other
       assets                             26     (60)    (23)      3     (40)
      Other liabilities and deferred
       credits                           117     101      78     195     204
    Other reconciling items, net          16       3       7      23      (2)
      Net cash provided by operating
       activities                      1,930   2,128   1,632   3,562   3,820

    Cash Flows from Investing
     Activities:
    Capital expenditures                (950)   (829) (1,081) (2,031) (1,579)
    Purchase of short-term investments  (797)    -      (308) (1,105)    (12)
    Proceeds from sale of short-term
     investments                         368     -       254     622      28
    Investments in debt and equity
     securities                         (143)    (71)   (200)   (343)   (103)
    Proceeds from sale of securities
     and operations                      132      15       3     135     944
    Net (advances to) repayments from
     Cingular                            (11)    387    (466)   (477)    787
    Other investing activities, net       (7)     (9)    (15)    (22)    (12)
      Net cash provided by (used for)
       investing activities           (1,408)   (507) (1,813) (3,221)     53

    Cash Flows from Financing
     Activities:
    Net borrowings (repayments) of
     short-term debt                     (80)   (556)    713     633  (1,630)
    Repayments of long-term debt         (12)   (605)   (417)   (429) (1,267)
    Dividends paid                      (525)   (494)   (521) (1,046)   (988)
    Purchase of treasury shares           (2)     (6)    (50)    (52)    (83)
    Proceeds from issuing common stock   120      19     260     380      38
    Other financing activities, net      (11)    (10)     16       5     (23)
      Net cash provided by (used for)
       financing activities             (510) (1,652)      1    (509) (3,953)

    Net Increase/(Decrease) in Cash
     from Continuing Operations           12     (31)   (180)   (168)    (80)
    Net Increase/(Decrease) in Cash
     from Discontinued Operations         -       -       -       -      (115)
      Net Increase/(Decrease) in Cash
       and Cash Equivalents               12     (31)   (180)   (168)   (195)
    Cash and Cash Equivalents at
     Beginning of Period                 247     516     427     427     680
    Cash and Cash Equivalents at End
     of Period                          $259    $485    $247    $259    $485



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

    Communications Group (1)

                                         2Q06    2Q05   Growth   1Q06  Growth

    Operating Revenues
       Voice                            $3,102  $3,155   -1.7%  $3,129  -0.9%
       Data                              1,282   1,165   10.0%   1,264   1.4%
       Other                               289     305   -5.2%     286   1.0%
          Total Operating Revenues       4,673   4,625    1.0%   4,679  -0.1%
    Operating Expenses
       Cost of services and products     1,848   1,850   -0.1%   1,946  -5.0%
       Selling, general, &
        administrative expenses            771     775   -0.5%     742   3.9%
       Depreciation and amortization       890     910   -2.2%     886   0.5%
          Total Operating Expenses       3,509   3,535   -0.7%   3,574  -1.8%
    Segment Operating Income             1,164   1,090    6.8%   1,105   5.3%
    Interest Expense                       111     100   11.0%     107   3.7%
    Other Income (Expense), net             12      20  -40.0%       7  71.4%
    Income Before Income Taxes           1,065   1,010    5.4%   1,005   6.0%
    Provision for Income Taxes             367     350    4.9%     351   4.6%
            Segment Net Income(1)         $698    $660    5.8%    $654   6.7%

    * - Not meaningful.

    Selected Financial and Operating Data
    (amounts in millions)
    Segment operating income           $1,164  $1,090    6.8%  $1,105    5.3%
    Segment operating margin            24.9%   23.6%  130 bps  23.6%  130 bps

    DSL revenues                         $400    $287   39.4%    $382    4.7%
    Long distance revenues               $645    $580   11.2%    $639    0.9%

    Switched Access MOUs               14,954  15,638   -4.4%  15,324   -2.4%
    BSLD MOUs                           6,548   6,301    3.9%   6,626   -1.2%
      Total Access minutes of use      21,502  21,939   -2.0%  21,950   -2.0%

    Capital expenditures excluding
     Hurricane Katrina                   $817    $826   -1.1%    $936  -12.7%
    Total capital expenditures           $946    $826   14.5%  $1,072  -11.8%
    (amounts in thousands)
    Wholesale lines                     1,906   2,666  -28.5%   2,087   -8.7%
    DSL customers                       3,273   2,473   32.3%   3,145    4.1%
    LD customers                        7,478   6,771   10.4%   7,358    1.6%

    Consumer ARPU (3)                  $62.81  $58.39    7.6%  $62.05    1.2%


    Communications Group (1)

                                                      Year-to-Date
                                              2006        2005       Growth
       Operating Revenues
        Voice                                 $6,231      $6,309       -1.2%
        Data                                   2,546       2,325        9.5%
        Other                                    575         609       -5.6%
            Total Operating Revenues           9,352       9,243        1.2%
    Operating Expenses
        Cost of services and products          3,794       3,703        2.5%
        Selling, general, & administrative
         expenses                              1,513       1,513        0.0%
        Depreciation and amortization          1,776       1,820       -2.4%
            Total Operating Expenses           7,083       7,036        0.7%
    Segment Operating Income                   2,269       2,207        2.8%
    Interest Expense                             218         198       10.1%
    Other Income (Expense), net                   19          31      -38.7%
    Income Before Income Taxes                 2,070       2,040        1.5%
    Provision for Income Taxes                   718         716        0.3%
              Segment Net Income(1)           $1,352      $1,324        2.1%

    * - Not meaningful.

    Selected Financial and Operating Data

    (amounts in millions)
    Segment operating income                   $2,269      $2,207       2.8%
    Segment operating margin                    24.3%       23.9%      40 bps

    DSL revenues                                 $782        $580      34.8%
    Long distance revenues                     $1,284      $1,158      10.9%

    Switched Access MOUs                       30,278      31,768      -4.7%
    BSLD MOUs                                  13,174      12,312       7.0%
      Total Access minutes of use              43,452      44,080      -1.4%

    Capital expenditures excluding
     Hurricane Katrina                         $1,753      $1,568      11.8%
    Total capital expenditures                 $2,018      $1,568      28.7%



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

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

                                        2Q06    2Q05   Growth   1Q06   Growth
    Access lines
      Residence
          Retail
               Primary                 11,022  11,595   -4.9%  11,231   -1.9%
               Additional               1,089   1,257  -13.4%   1,131   -3.7%
             Total Residence Retail    12,111  12,852   -5.8%  12,362   -2.0%
             Residence Wholesale Voice
              Lines                     1,251   1,840  -32.0%   1,392  -10.1%
       Total Residence                 13,362  14,692   -9.1%  13,754   -2.9%

       Business
             Business Retail            5,301   5,254    0.9%   5,327   -0.5%
             Business Wholesale Voice
              Lines                       590     758  -22.2%     629   -6.2%
       Total Business                   5,891   6,012   -2.0%   5,956   -1.1%

       Other Retail/Wholesale Lines
             Retail                        21      28  -25.0%      23   -8.7%
             Wholesale                     65      68   -4.4%      66   -1.5%
       Total Other Retail/Wholesale
        Lines                              86      96  -10.4%      89   -3.4%

       Total Access Lines in Service   19,339  20,800   -7.0%  19,799   -2.3%

       ISDN line equivalents
             Residence                      6       7  -14.3%       6    0.0%
             Business                   1,420   1,421   -0.1%   1,456   -2.5%
       Total ISDN Adjusted ALIS        20,765  22,228   -6.6%  21,261   -2.3%
    Access Line Equivalents (b)
       Selected digital data services:
             Unbundled Loops              373     268   39.2%     340    9.7%
             DS0 & ADSL                19,886  15,114   31.6%  19,124    4.0%
             DS1                        8,344   8,028    3.9%   8,225    1.4%
             DS3 & higher              35,269  32,860    7.3%  35,077    0.5%
       Total digital data lines in
        service                        63,872  56,270   13.5%  62,766    1.8%

    Total equivalent access lines in
     service                           84,637  78,498    7.8%  84,027    0.7%

       * - 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)

                                          2Q06    2Q05  Growth   1Q06  Growth

    Operating Revenues
       Service revenues (2)              $3,318  $3,087   7.5%  $3,202   3.6%
       Equipment and other revenues         369     356   3.7%     390  -5.4%
          Total Operating Revenues        3,687   3,443   7.1%   3,592   2.7%
    Operating Expenses
       Cost of services and products      1,511   1,401   7.9%   1,452   4.1%
       Selling, general, &
        administrative expenses           1,097   1,151  -4.7%   1,119  -2.0%
       Depreciation and amortization        473     429  10.3%     461   2.6%
          Total Operating Expenses        3,081   2,981   3.4%   3,032   1.6%
    Segment Operating Income                606     462  31.2%     560   8.2%
    Interest Expense                        119     130  -8.5%     119   0.0%
    Other Income (Expense), net             (15)     (4)     *     (12)     *
    Income Before Income Taxes              472     328  43.9%     429  10.0%
    Provision for Income Taxes              196     160  22.5%     186   5.4%
            Segment Net Income (1)         $276    $168  64.3%    $243  13.6%

    Selected Financial and Operating Data

    (amounts in millions, except
     customer data in thousands)

    Segment operating income              $606    $462  31.2%    $560    8.2%
    Segment operating margin             16.4%   13.4% 300 bps  15.6%   80 bps

    Cellular/PCS Operating Metrics
     (100% Cingular)**:
       Total Customers (7)              57,308  51,442  11.4%  55,810    2.7%
       Net Customer Additions (7)        1,498     952  57.4%   1,679  -10.8%
       M&A Activity, Partitioned
        Customers and/or Adjs (7)            0     140      *     (13)      *
       Churn (8)                          1.7%    2.2% -50 bps   1.9%  -20 bps

       Wireless Service ARPU (3)        $48.84  $50.51  -3.3%  $48.48    0.7%
       Minutes Of Use Per Subscriber(4)    741     692   7.2%     698    6.2%
       Licensed POPs (5)                   296     294   0.7%     296    0.0%
       Penetration (6)                   20.0%   18.0% 200 bps  19.8%   20 bps

    * - Not meaningful.
    ** - These metrics and calculations are not impacted by the
    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.


    Wireless Segment (1)(a)

                                                    Year-to-Date
                                            2006        2005       Growth

    Operating Revenues
       Service revenues (2)                  $6,520      $6,055        7.7%
       Equipment and other revenues             759         680       11.6%
          Total Operating Revenues            7,279       6,735        8.1%
    Operating Expenses
       Cost of services and products          2,963       2,776        6.7%
       Selling, general, &
        administrative expenses               2,216       2,310       -4.1%
       Depreciation and amortization            934         903        3.4%
          Total Operating Expenses            6,113       5,989        2.1%
    Segment Operating Income                  1,166         746       56.3%
    Interest Expense                            238         265      -10.2%
    Other Income (Expense), net                 (27)        -             *
    Income Before Income Taxes                  901         481       87.3%
    Provision for Income Taxes                  382         246       55.3%
            Segment Net Income (1)             $519        $235      120.9%

    Selected Financial and Operating Data

    (amounts in millions, except
     customer data in thousands)

    Segment operating income                 $1,166        $746       56.3%
    Segment operating margin                  16.0%       11.1%      490 bps
    Cellular/PCS Operating Metrics (100%
     Cingular)**:
       Total Customers (7)                   57,308      51,442       11.4%
       Net Customer Additions (7)             3,177       2,319       37.0%
       M&A Activity, Partitioned
        Customers and/or Adjs (7)               (13)         (9)     -44.4%
       Churn (8)                               1.8%        2.2%      -40 bps
       Wireless Service ARPU (3)             $48.66      $50.06       -2.8%
       Minutes Of Use Per Subscriber (4)        720         661        9.0%
       Licensed POPs (5)                        296         294        0.7%
       Penetration (6)                        20.0%       18.0%      200 bps
    * - Not meaningful.
    ** - These metrics and calculations are not impacted by the
    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)

                                          2Q06   2Q05   Growth  1Q06   Growth

    Operating Revenues
       Advertising and publishing
        revenues                           $494   $481    2.7%   $487    1.4%
       Commission revenues                   53     50    6.0%     19  178.9%
          Total Operating Revenues          547    531    3.0%    506    8.1%
    Operating Expenses
       Cost of services                      97     99   -2.0%     93    4.3%
       Selling, general, & administrative
        expenses                            191    180    6.1%    179    6.7%
       Depreciation and amortization          7      7    0.0%      8  -12.5%
          Total Operating Expenses          295    286    3.1%    280    5.4%
    Segment Operating Income                252    245    2.9%    226   11.5%
    Interest Expense                          4      2  100.0%      5  -20.0%
    Other Income (Expense), net              (3)     1        *    (2) -50.0%
    Income Before Income Taxes              245    244    0.4%    219   11.9%
    Provision for Income Taxes               89     90   -1.1%     79   12.7%
            Segment Net Income(1)          $156   $154    1.3%   $140   11.4%

    Segment operating income               $252   $245    2.9%   $226   11.5%
    Segment operating margin              46.1%  46.1%    0 bps 44.7%  140 bps

    * - Not meaningful.


    Advertising & Publishing (1)

                                                      Year-to-Date
                                              2006        2005       Growth

    Operating Revenues
        Advertising and publishing
         revenues                              $981        $956        2.6%
        Commission revenues                      72          66        9.1%
            Total Operating Revenues          1,053       1,022        3.0%
    Operating Expenses
        Cost of services                        190         189        0.5%
        Selling, general, & administrative
         expenses                               370         343        7.9%
        Depreciation and amortization            15          14        7.1%
            Total Operating Expenses            575         546        5.3%
    Segment Operating Income                    478         476        0.4%
    Interest Expense                              9           5       80.0%
    Other Income (Expense), net                  (5)        -              *
    Income Before Income Taxes                  464         471       -1.5%
    Provision for Income Taxes                  168         176       -4.5%
              Segment Net Income(1)            $296        $295        0.3%

    Segment operating income                   $478        $476        0.4%
    Segment operating margin                  45.4%       46.6%     -120 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
        Short Message Service (SMS) activity and include Local MOUs and
        Outcollect MOUs in the numerator.

    (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 2Q06 is based on licensed "operational"
        POPs of 286 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
                                                                Year-to-Date
                                     2Q06     2Q05     1Q06     2006     2005
    Communications Group segment
     Net Income                      $698     $660     $654   $1,352   $1,324
    Wireless segment Net Income       276      168      243      519      235
    Advertising and Publishing
     Group segment Net Income         156      154      140      296      295
    Corporate, eliminations and
     other                            (48)     (42)     (54)    (102)     (96)
    Normalized Net Income           1,082      940      983    2,065    1,758
      Add back Excluded non-
       recurring or non-
       operational items (a)         (195)    (145)    (199)    (394)     101
    Consolidated GAAP Net Income     $887     $795     $784   $1,671   $1,859


    Free Cash Flow                                              Year-to-Date
                                   2Q06     2Q05     1Q06       2006     2005
    Net cash provided by
     Operating Activities          $1,930   $2,128   $1,632   $3,562   $3,820
      Less Capital Expenditures      (950)    (829)  (1,081)  (2,031)  (1,579)
    Operating Free Cash Flow         $980   $1,299     $551   $1,531   $2,241


    Net Debt
                                 June 30, Dec.31, March 31,
                                   2006    2005     2006

    Total Debt                   $17,372  $17,188  $17,470
      Less Cash                     (259)    (427)    (247)
    Net Debt                     $17,113  $16,761  $17,223


    Consolidated Normalized Operating Income before
     Depreciation and Amortization

                                                                 Year-to-Date
                                   2Q06     2Q05     1Q06       2006     2005
    Operating Revenues             $8,815   $8,523   $8,684  $17,499  $16,834
    Operating Income                2,036    1,813    1,900    3,936    3,448
      Add back Depreciation and
       Amortization                 1,372    1,345    1,354    2,726    2,737
    Operating Income before
     Depreciation and
     Amortization                  $3,408   $3,158   $3,254   $6,662   $6,185
    Margin                          38.7%    37.1%    37.5%    38.1%    36.7%



    Communications Group Operating Income before
     Depreciation and Amortization
                                                                 Year-to-Date
                                   2Q06     2Q05     1Q06       2006     2005
    Operating Revenues             $4,673   $4,625   $4,679   $9,352   $9,243
    Operating Income                1,164    1,090    1,105    2,269    2,207
      Add back Depreciation and
       Amortization                   890      910      886    1,776    1,820
    Operating Income before
     Depreciation and
     Amortization                  $2,054   $2,000   $1,991   $4,045   $4,027
    Margin                          44.0%    43.2%    42.6%    43.3%    43.6%

    Wireless Operating Income before
     Depreciation and  Amortization

                                                                 Year-to-Date
                                   2Q06     2Q05     1Q06       2006     2005
    Service Revenues               $3,318   $3,087   $3,202   $6,520   $6,055
    Equipment and Other Revenues      369      356      390      759      680
    Operating Revenues              3,687    3,443    3,592    7,279    6,735
    Operating Income                  606      462      560    1,166      746
    Operating Margin (Operating
     Income divided by Operating
     Revenues) (b)                  16.4%    13.4%    15.6%    16.0%    11.1%
      Add back Depreciation and
       Amortization                   473      429      461      934      903
    Operating Income before
     Depreciation and
     Amortization                  $1,079     $891   $1,021   $2,100   $1,649
    Margin (Operating Income
     before Depr & Amort divided
     by Service Revenues) (b)       32.6%    28.9%    31.9%    32.2%    27.2%

    (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
    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




Back to Topback to top

Related links:
  • http://www.bellsouth.com
  • http://www.prnewswire.com/comp/095650.html /
    CONTACT:
    Brent Fowler, Media Relations,
    +1-404-249-2839, or BellSouth Investor Relations at +800-241-3419