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BellSouth Reports Third Quarter Earnings

                  - Continued growth in earnings per share
                     - DSL customers total 3.4 million
              - Strong revenue growth and margins at Cingular
                  - Cingular customers total 58.7 million

    ATLANTA, Oct. 24 /PRNewswire-FirstCall/ -- BellSouth Corporation (NYSE:
BLS) announced third quarter 2006 earnings per share (EPS) from continuing
operations of 58 cents, up 31.8 percent compared to the third quarter of
2005. Normalized EPS from continuing operations of 65 cents increased 27.5
percent compared to the third quarter of 2005. A list of normalizing items
is provided in the table below.
    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 operating income before depreciation and amortization
(OIBDA) grew to $3.6 billion representing a 40.1 percent OIBDA margin.
Revenue growth and cost containment drove OIBDA margin up 290 basis points
year-over-year and 140 basis points sequentially. Normalized revenue
increased 5.4 percent year- over-year driven by growth in wireless,
wireline and yellow pages. Normalized revenues were nearly $9.0 billion for
the third quarter of 2006. Normalized net income of $1.2 billion grew 25.8
percent compared to the third quarter of 2005.
    Reported Results from Continuing Operations
    For the third quarter of 2006, BellSouth's consolidated reported
revenues from continuing operations were $5.2 billion, up 2.9 percent
compared to the same quarter of 2005. Income from continuing operations was
approximately $1.1 billion, up 29.6 percent compared to the same quarter of
the previous year.
    For the third quarter of 2006, operating free cash flow (defined as net
cash provided by operating activities less capital expenditures) was $976
million. Capital expenditures for the quarter were $730 million, a decline
compared to the first and second quarters of 2006. Year-to-date capital
expenditures were $2.8 billion and included $265 million in expenditures
for Hurricane 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 communications services. BellSouth and AT&T firmly
believe that no conditions on this merger are necessary for this
combination to be a public benefit. Nevertheless, in response to an inquiry
from the Federal Communications Commission staff, AT&T indicated that, in
the interest of facilitating the speediest possible approval of the merger,
it would not object to the imposition of certain merger conditions. The FCC
has scheduled an open meeting for Nov. 3, 2006 to consider the merger in
the event the Commission has not completed its review prior to that date.
    Communications Group
    In the third quarter of 2006, Communications Group revenues were $4.7
billion, a 2.4 percent increase over the third quarter of 2005. Adjusting
for the one-time customer credits of $44 million issued during the third
quarter of 2005, revenue growth was 1.4 percent. Revenue growth in
mass-market broadband and long distance services and growth in emerging
data services offset revenue declines from traditional access line
services. Revenue growth, increased penetration in broadband and long
distance services and continued focus on cost containment drove
Communications Group operating margin to 25.7 percent, an increase of 340
basis points year-over-year and 80 basis points sequentially.
    Network data revenues exceeded $1.3 billion, a 12.8 percent increase
over the third quarter of 2005, due to improvements in both retail and
wholesale data services. Retail data revenues grew 19.5 percent
year-over-year driven by retail DSL revenues and continued momentum from
emerging retail data services. Wholesale data revenues grew 3.3 percent as
growth in wireless transport more than offset declines in general transport
services.
    During the third quarter, BellSouth added 176,000 new DSL customers,
reaching a total of more than 3.4 million broadband DSL customers. The vast
majority of new customers chose BellSouth's higher speed offers --
FastAccess(R) DSL Xtreme and FastAccess(R) DSL Xtreme 6.0. Year-over-year
the average revenue per unit on DSL was up slightly as improved customer
mix offset revenue impacts from the discontinuance of regulatory recovery
fees.
    BellSouth customers continued to choose more services and save with
multiple service discounts by adding long distance and DIRECTV(R) service
to their BellSouth Answers(R) bundles. During the third quarter, BellSouth
added 118,000 long distance subscribers. At the end of the third quarter,
BellSouth served 7.6 million long distance customers representing
approximately 63 percent of its mass-market customer base. Nearly 65,000
customers added DIRECTV(R) service to their bundle, resulting in a total of
756,000 customers who included DIRECTV(R) service in their BellSouth
Answers(R) bundles.
    As of Sept. 30, 2006, total access lines were 19.0 million down 6.9
percent year-over-year. For the quarter, total access lines declined
301,000. Retail residential access lines declined 135,000 reflecting losses
to wireless substitution and cable telephony service. Retail small business
access line gains were 20,000, offset by a decline in retail large business
access lines of 13,000 lines. Wholesale lines declined 174,000 compared to
June 30, 2006.
    Cingular Wireless
    Cingular Wireless was a significant contributor to BellSouth's results
with strong revenue growth and robust margin expansion. The nation's
largest wireless provider delivered strong customer growth, improved ARPU
trends, and completed the integration of its GSM network.
    During the quarter, Cingular added 1.4 million new customers, totaling
58.7 million customers at the end of September. Postpaid customer additions
were 928,000. Overall monthly churn for the quarter was 1.8 percent and
postpaid churn remained at 1.5 percent.
    In the third quarter of 2006, Cingular's revenues were $9.6 billion,
increasing 9.2 percent over the same quarter a year ago and up 3.6 percent
sequentially. Service revenues, which exclude revenues from sales of
handsets and accessories, were $8.7 billion up 12.2 percent year-over-year
and 4.4 percent sequentially.
    Cingular's average revenue per user (ARPU) was $49.76. This compares to
$49.65 in the same quarter last year and $48.84 in the second quarter of
2006. ARPU from data services continued its robust growth in the third
quarter of 2006, increasing 46.0 percent to $6.32 year-over-year and up 9.5
percent sequentially.
    For the third quarter of 2006, Cingular accelerated its margin
improvement driven by operational improvements and successful merger
integration activities. Normalized operating income before depreciation and
amortization (OIBDA) margin was 35.6 percent, up 400 basis points compared
to the third quarter of 2005 and up 300 basis points sequentially. This
performance was driven by revenue acceleration from customer growth and
ARPU stabilization coupled with operational and merger related synergies.
    During the third quarter, Cingular completed its GSM network
integration. With 45,000 cell sites around the country, customers benefit
from improved coverage and call quality while the company benefits from
lower churn. In addition, the company continued its aggressive deployment
of 3G UMTS/HSDPA network throughout the country. The 3G service is
available in 115 cities (with populations of 100 thousand or more) in and
around 52 major markets in 28 states and the District of Columbia.
    Advertising & Publishing
    Advertising & Publishing maintained its momentum growing revenue 5.5
percent to $537 million. Adjusting for one-time customer credits issued in
the third quarter 2005 for Hurricane Katrina, revenue growth was 4.1
percent. These results reflect continued market penetration of online
advertising and growth in print advertising revenue. Operating margins were
45.6 percent for the third quarter of 2006.
    Normalizing Items
    For the third 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.
                                                                  3Q06

    GAAP Diluted EPS - Income from continuing operations         $0.58
    Wireless merger integration costs                            $0.02
    Wireless merger intangible amortization                      $0.04
    AT&T Merger Costs                                            $0.01
    Normalized Diluted EPS - Income from continuing operations   $0.65
    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.
    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 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 58.7 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 third 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, http://www.bellsouth.com/investor. The webcast will be
archived on our Web site.
    A replay of the call will be available through Oct. 31, 2006, and can
be accessed by dialing:
    Domestic: 800-642-1687 - Conference ID: 7061516
    International: 706-645-9291 - Conference ID: 7061516
    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 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.

                                        3Q06    3Q05   Growth   2Q06   Growth
    Operating Revenues
      Communications group             $4,669  $4,558    2.4%  $4,647    0.5%
      Advertising and publishing          535     506    5.7%     543   -1.5%
      All other                            14       8   75.0%      16  -12.5%
        Total Operating Revenues        5,218   5,072    2.9%   5,206    0.2%
    Operating Expenses
      Cost of services and products     1,905   2,017   -5.6%   1,960   -2.8%
      Selling, general, &
       administrative expenses            967     996   -2.9%     970   -0.3%
      Depreciation and amortization       894     922   -3.0%     898   -0.4%
      Provision for restructuring and
       asset impairments                    7     166       *      73       *
        Total Operating Expenses        3,773   4,101   -8.0%   3,901   -3.3%
    Operating Income                    1,445     971   48.8%   1,305   10.7%
    Interest Expense                      302     274   10.2%     279    8.2%
    Other Income (Expense), net           432     512  -15.6%     280   54.3%
    Income from Continuing Operations
     before Income Taxes                1,575   1,209   30.3%   1,306   20.6%
    Provision for Income Taxes            516     392   31.6%     419   23.2%
    Income from Continuing Operations   1,059     817   29.6%     887   19.4%
    Income (Loss) from Discontinued
     Operations, net of tax               -       -         *     -         *
          Net Income                   $1,059    $817   29.6%    $887   19.4%

    Diluted:
      Weighted Average Common Shares
       Outstanding                      1,822   1,836   -0.8%   1,813    0.5%
      Earnings Per Share:
         Income from Continuing
          Operations                    $0.58   $0.44   31.8%   $0.49   18.4%
         Income from Discontinued
          Operations                    $0.00   $0.00       *   $0.00       *
         Net Income                     $0.58   $0.44   31.8%   $0.49   18.4%

     * - Not meaningful.


    Selected Financial and
     Operating Data

    Operating income                   $1,445    $971   48.8%  $1,305   10.7%
    Operating margin                    27.7%   19.1%  860 bps  25.1%  260 bps

    Declared dividends per share        $0.29   $0.29    0.0%   $0.29    0.0%
    Capital expenditures excluding
     Hurricane Katrina                   $730    $864  -15.5%    $821  -11.1%
    Total capital expenditures           $730    $886  -17.6%    $950  -23.2%

    Common shares outstanding           1,822   1,831   -0.5%   1,812    0.6%
    Book value per share               $13.96  $13.28    5.1%  $13.56    2.9%



                                                       Year-to-Date
                                              2006         2005       Growth
    Operating Revenues
      Communications group                   $13,969      $13,749       1.6%
      Advertising and publishing               1,581        1,521       3.9%
      All other                                   45           35      28.6%
        Total Operating Revenues              15,595       15,305       1.9%
    Operating Expenses
      Cost of services and products            5,974        5,862       1.9%
      Selling, general, & administrative
       expenses                                2,868        2,833       1.2%
      Depreciation and amortization            2,685        2,756      -2.6%
      Provision for restructuring and
       asset impairments                          72          181          *
        Total Operating Expenses              11,599       11,632      -0.3%
    Operating Income                           3,996        3,673       8.8%
    Interest Expense                             860          850       1.2%
    Other Income (Expense), net                  906          612      48.0%
    Income from Continuing Operations
     before Income Taxes                       4,042        3,435      17.7%
    Provision for Income Taxes                 1,312        1,140      15.1%
    Income from Continuing Operations          2,730        2,295      19.0%
    Income (Loss) from Discontinued
     Operations, net of tax                      -            381          *
          Net Income                          $2,730       $2,676       2.0%

    Diluted:
      Weighted Average Common Shares
       Outstanding                             1,813        1,835      -1.2%
      Earnings Per Share:
         Income from Continuing
          Operations                           $1.51        $1.25      20.8%
         Income from Discontinued
          Operations                           $0.00        $0.21          *
         Net Income                            $1.51        $1.46       3.4%

     * - Not meaningful.


    Selected Financial and Operating Data

    Operating income                          $3,996       $3,673       8.8%
    Operating margin                           25.6%        24.0%     160 bps

    Declared dividends per share               $0.87        $0.85       2.4%
    Capital expenditures excluding
     Hurricane Katrina                        $2,496       $2,443       2.2%
    Total capital expenditures                $2,761       $2,465      12.0%



    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.


                                        3Q06    3Q05   Growth   2Q06   Growth
    Operating Revenues
       Communications group            $4,583  $4,480    2.3%  $4,569    0.3%
       Wireless                         3,821   3,499    9.2%   3,687    3.6%
       Advertising and publishing         535     506    5.7%     543   -1.5%
       All other                           15       9   66.7%      16   -6.3%
          Total Operating Revenues      8,954   8,494    5.4%   8,815    1.6%

    Operating Expenses
       Cost of services and products    3,288   3,250    1.2%   3,360   -2.1%
       Selling, general, &
        administrative expenses         2,079   2,084   -0.2%   2,047    1.6%
       Depreciation and amortization    1,377   1,343    2.5%   1,372    0.4%
          Total Operating Expenses      6,744   6,677    1.0%   6,779   -0.5%
    Operating Income                    2,210   1,817   21.6%   2,036    8.5%
    Interest Expense                      405     374    8.3%     379    6.9%
    Other Income (Expense), net            57      38   50.0%      31   83.9%
    Income Before Income Taxes          1,862   1,481   25.7%   1,688   10.3%
    Provision for Income Taxes            682     543   25.6%     606   12.5%
            Net Income                 $1,180    $938   25.8%  $1,082    9.1%

    Diluted:
       Weighted Average Common Shares
        Outstanding                     1,822   1,836   -0.8%   1,813    0.5%
       Earnings Per Share               $0.65   $0.51   27.5%   $0.60    8.3%

    * - Not meaningful.

    Selected Financial and Operating
     Data

    Operating income                   $2,210  $1,817   21.6%  $2,036    8.5%
    Operating margin                    24.7%   21.4%  330 bps  23.1%  160 bps

    Declared dividends per share        $0.29   $0.29    0.0%   $0.29    0.0%
    Capital expenditures excluding
     Hurricane Katrina                   $730    $864  -15.5%    $821  -11.1%
    Total capital expenditures           $730    $886  -17.6%    $950  -23.2%

    Common shares outstanding           1,822   1,831   -0.5%   1,812    0.6%
    Book value per share               $13.96  $13.28    5.1%  $13.56    2.9%
    Total employees                    59,745  63,049   -5.2%  61,284   -2.5%



                                                       Year-to-Date
                                              2006         2005        Growth
    Operating Revenues
       Communications group                  $13,726      $13,538        1.4%
       Wireless                               11,100       10,234        8.5%
       Advertising and publishing              1,581        1,521        3.9%
       All other                                  46           35       31.4%
          Total Operating Revenues            26,453       25,328        4.4%

    Operating Expenses
       Cost of services and products          10,041        9,749        3.0%
       Selling, general, &
        administrative expenses                6,163        6,234       -1.1%
       Depreciation and amortization           4,103        4,080        0.6%
          Total Operating Expenses            20,307       20,063        1.2%
    Operating Income                           6,146        5,265       16.7%
    Interest Expense                           1,165        1,169       -0.3%
    Other Income (Expense), net                  111          170      -34.7%
    Income Before Income Taxes                 5,092        4,266       19.4%
    Provision for Income Taxes                 1,847        1,570       17.6%
            Net Income                        $3,245       $2,696       20.4%

    Diluted:
       Weighted Average Common Shares
        Outstanding                            1,813        1,835       -1.2%
       Earnings Per Share                      $1.79        $1.47       21.8%
    * - Not meaningful.

    Selected Financial and Operating
     Data

    Operating income                          $6,146       $5,265       16.7%
    Operating margin                           23.2%        20.8%      240 bps

    Declared dividends per share               $0.87        $0.85        2.4%
    Capital expenditures excluding
     Hurricane Katrina                        $2,496       $2,443        2.2%
    Total capital expenditures                $2,761       $2,465       12.0%



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

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

    Operating Revenues                        $5,218          $0       $5,218
    Operating Expenses                         3,773         -          3,773
    Operating Income                           1,445         -          1,445
    Interest Expense                             302         -            302
    Other Income (Expense), net                  432         -            432
    Income from Continuing Operations
     before Income Taxes                       1,575         -          1,575
    Provision for Income Taxes                   516         -            516
    Income from Continuing Operations          1,059         -          1,059
    Income (Loss) from Discontinued
     Operations, net of tax                      -           -            -
            Net Income                        $1,059          $0       $1,059

    Diluted Earnings Per Share                 $0.58       $0.00        $0.58


    Third Quarter 2006                    Normalizing Items

                                                     Wireless
                                           Wireless   Merger
                                            Merger    Intang-
                                           Integra-    ible    AT&T
                                             tion    Amortiz-  Merger
                                   Cingular  Costs    ation    Costs  Normal-
                                      B        C         D       H     ized

    Operating Revenues            $3,736      $0        $0      $0    $8,954
    Operating Expenses             3,169     (55)     (126)    (17)    6,744
    Operating Income                 567      55       126      17     2,210
    Interest Expense                 103     -         -       -         405
    Other Income (Expense), net     (375)    -         -       -          57
    Income from Continuing
     Operations before Income
      Taxes                           89      55       126      17     1,862
    Provision for Income Taxes        89      22        51       4       682
    Income from Continuing
     Operations                      -        33        75      13     1,180
    Income (Loss) from Discontinued
     Operations, net of tax          -       -         -       -         -
            Net Income                $0     $33       $75     $13    $1,180

    Diluted Earnings Per Share     $0.00   $0.02     $0.04   $0.01     $0.65



    Year-to-Date 2006
                                                     Discontinued   Continuing
                                                      Operations    Operations
                                                GAAP       A        (GAAP - A)

    Operating Revenues                        $15,595       $0        $15,595
    Operating Expenses                         11,599      -           11,599
    Operating Income                            3,996      -            3,996
    Interest Expense                              860      -              860
    Other Income (Expense), net                   906      -              906
    Income from Continuing Operations
     before Income
      Taxes                                     4,042      -            4,042
    Provision for Income Taxes                  1,312      -            1,312
    Income from Continuing Operations           2,730      -            2,730
    Income (Loss) from Discontinued
     Operations, net of tax                       -        -              -
            Net Income                         $2,730       $0         $2,730

    Diluted Earnings Per Share                  $1.51    $0.00          $1.51



    Year-to-Date 2006                               Normalizing Items

                                                           Wireless
                                                 Wireless  Merger
                                                 Merger    Intang-
                                                 Integra-   ible    Hurricane-
                                                  tion     Amortiz-  related
                                        Cingular  Costs     ation    Expenses
                                              B       C       D        E

    Operating Revenues                   $10,858      $0      $0      $0
    Operating Expenses                     9,562    (214)   (404)   (119)
    Operating Income                       1,296     214     404     119
    Interest Expense                         305     -       -       -
    Other Income (Expense), net             (795)    -       -       -
    Income from Continuing Operations
     before Income
      Taxes                                  196     214     404     119
    Provision for Income Taxes               196      87     164      46
    Income from Continuing Operations        -       127     240      73
    Income (Loss) from Discontinued
     Operations, net of tax                  -       -       -       -
            Net Income                        $0    $127    $240     $73

    Diluted Earnings Per Share             $0.00   $0.07   $0.13   $0.04



    Year-to-Date 2006
                                              Normalizing Items

                                                       AT&T Merger
                                            Severance     Costs
                                                G           H       Normalized

    Operating Revenues                           $0          $0       $26,453
    Operating Expenses                          (73)        (44)       20,307
    Operating Income                             73          44         6,146
    Interest Expense                            -           -           1,165
    Other Income (Expense), net                 -           -             111
    Income from Continuing Operations
     before Income Taxes                         73          44         5,092
    Provision for Income Taxes                   28          14         1,847
    Income from Continuing Operations            45          30         3,245
    Income (Loss) from Discontinued
     Operations, net of tax                     -           -             -
            Net Income                          $45         $30        $3,245

    Diluted Earnings Per Share                $0.02       $0.02         $1.79



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

    Operating Revenues                        $5,072          $0       $5,072
    Operating Expenses                         4,101         -          4,101
    Operating Income                             971         -            971
    Interest Expense                             274         -            274
    Other Income (Expense), net                  512         -            512
    Income from Continuing Operations
     before Income Taxes                       1,209         -          1,209
    Provision for Income Taxes                   392         -            392
    Income from Continuing Operations            817         -            817
    Income (Loss) from Discontinued
     Operations, net of tax                      -           -            -
            Net Income                          $817          $0         $817

    Diluted Earnings Per Share                 $0.44       $0.00        $0.44



    Third Quarter 2005                              Normalizing Items

                                                           Wireless
                                                Wireless   Merger
                                                 Merger    Intang-
                                                Integra-    ible    Hurricane-
                                                  tion     Amortiz-  related
                                        Cingular  Costs     ation    Expenses
                                           B        C         D         E

    Operating Revenues                   $3,422       $0       $0       $0
    Operating Expenses                    3,158      (96)    (158)    (328)
    Operating Income                        264       96      158      328
    Interest Expense                        100      -        -        -
    Other Income (Expense), net            (123)     -        -        -
    Income from Continuing Operations
     before Income Taxes                     41       96      158      328
    Provision for Income Taxes               41       40       65      128
    Income from Continuing Operations       -         56       93      200
    Income (Loss) from Discontinued
     Operations, net of tax                 -        -        -        -
            Net Income                       $0      $56      $93     $200

    Diluted Earnings Per Share            $0.00    $0.03    $0.05    $0.11



    Third Quarter 2005                      Normalizing Items

                                                          Sale
                                          Debt Exting.     of
                                             Costs       Cellcom
                                               F            I       Normalized

    Operating Revenues                           $0           $0       $8,494
    Operating Expenses                          -            -          6,677
    Operating Income                            -            -          1,817
    Interest Expense                            -            -            374
    Other Income (Expense), net                 -           (351)          38
    Income from Continuing Operations
     before Income Taxes                        -           (351)       1,481
    Provision for Income Taxes                  -           (123)         543
    Income from Continuing Operations           -           (228)         938
    Income (Loss) from Discontinued
     Operations, net of tax                     -            -            -
            Net Income                           $0        ($228)        $938

    Diluted Earnings Per Share                $0.00       ($0.12)       $0.51



    Year-to-Date 2005
                                                    Discontinued  Continuing
                                                     Operations   Operations
                                               GAAP       A       (GAAP - A)

    Operating Revenues                       $15,305         $0     $15,305
    Operating Expenses                        11,632        -        11,632
    Operating Income                           3,673        -         3,673
    Interest Expense                             850        -           850
    Other Income (Expense), net                  612        -           612
    Income from Continuing Operations
     before Income Taxes                       3,435        -         3,435
    Provision for Income Taxes                 1,140        -         1,140
    Income from Continuing Operations          2,295        -         2,295
    Income (Loss) from Discontinued
     Operations, net of tax                      381       (381)        -
            Net Income                        $2,676      ($381)     $2,295

    Diluted Earnings Per Share *               $1.46     ($0.21)      $1.25

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



    Year-to-Date 2005                            Normalizing Items

                                                           Wireless
                                                 Wireless  Merger
                                                  Merger   Intang-
                                                 Integra-   ible    Hurricane-
                                                   tion    Amortiz-  related
                                        Cingular   Costs    ation    Expenses
                                             B        C       D       E

    Operating Revenues                     $10,023      $0      $0      $0
    Operating Expenses                       9,511    (219)   (533)   (328)
    Operating Income                           512     219     533     328
    Interest Expense                           319     -       -       -
    Other Income (Expense), net               (133)    -       -       -
    Income from Continuing Operations
     before Income Taxes                        60     219     533     328
    Provision for Income Taxes                  60     100     249     128
    Income from Continuing Operations          -       119     284     200
    Income (Loss) from Discontinued
     Operations, net of tax                    -       -       -       -
            Net Income                          $0    $119    $284    $200

    Diluted Earnings Per Share *             $0.00   $0.06   $0.15   $0.11

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



    Year-to-Date 2005                      Normalizing Items

                                                         Sale
                                           Debt Exting.   of
                                              Costs     Cellcom
                                                F          I       Normalized

    Operating Revenues                           $0          $0      $25,328
    Operating Expenses                          -           -         20,063
    Operating Income                            -           -          5,265
    Interest Expense                            -           -          1,169
    Other Income (Expense), net                  42        (351)         170
    Income from Continuing Operations
     before Income
      Taxes                                      42        (351)       4,266
    Provision for Income Taxes                   16        (123)       1,570
    Income from Continuing Operations            26        (228)       2,696
    Income (Loss) from Discontinued
     Operations, net of tax                     -           -            -
            Net Income                          $26       ($228)      $2,696

    Diluted Earnings Per Share *              $0.01      ($0.12)       $1.47

    * 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 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
        statement and expense associated with employee retention awards.

    (i) Gain related to the sale of Cellcom, a cellular communications
        operator in Israel.



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

                                   September December  Change          Change
                                      30,       31,      vs.  June 30,   vs.
                                                       Prior            Prior
                                     2006      2005     Year    2006   Quarter
    Assets
    Current Assets:
      Cash and cash equivalents        $731     $427    $304     $259    $472
      Short-term investments          1,327      -     1,327      483     844
      Accounts receivable, net of
       allowance for uncollectibles
       of $244, $289 and $274         2,562    2,555       7    2,472      90
      Material and supplies             383      385      (2)     408     (25)
      Other current assets              928      842      86      932      (4)
        Total Current Assets          5,931    4,209   1,722    4,554   1,377

    Investment in and advances to
     Cingular Wireless               22,357   21,274   1,083   22,108     249
    Property, plant and equipment,
     net                             21,820   21,723      97   21,920    (100)
    Other assets                      8,725    7,814     911    8,250     475
    Intangible assets, net            1,540    1,533       7    1,606     (66)
    Total Assets                    $60,373  $56,553  $3,820  $58,438  $1,935

    Liabilities and Shareholders'
     Equity
    Current Liabilities:
      Debt maturing within one year  $3,926   $4,109   ($183)  $4,325   ($399)
      Accounts payable                  909    1,040    (131)     911      (2)
      Other current liabilities       4,047    3,505     542    4,131     (84)
        Total Current Liabilities     8,882    8,654     228    9,367    (485)

    Long-Term Debt                   14,278   13,079   1,199   13,047   1,231

    Noncurrent Liabilities:
      Deferred income taxes           6,818    6,607     211    6,713     105
      Other noncurrent liabilities    4,959    4,679     280    4,740     219
        Total Noncurrent
         Liabilities                 11,777   11,286     491   11,453     324

    Shareholders' Equity:
      Common stock, $1 par value      2,020    2,020     -      2,020     -
      Paid-in capital                 8,130    7,960     170    7,919     211
      Retained earnings              21,525   20,383   1,142   20,965     560
      Accumulated other
       comprehensive income              35      (14)     49       19      16
      Shares held in trust and
       treasury                      (6,274)  (6,815)    541   (6,352)     78
        Total Shareholders' Equity   25,436   23,534   1,902   24,571     865
    Total Liabilities and
     Shareholders' Equity           $60,373  $56,553  $3,820  $58,438  $1,935



    BellSouth Corporation
    Consolidated Statements of Cash Flows (unaudited)
    (amounts in millions, except per share data)
                                                                Year-to-Date
                                        3Q06    3Q05    2Q06    2006    2005
    Cash Flows from Operating
     Activities:
    Income from Continuing Operations  $1,059    $817    $887  $2,730  $2,295
    Adjustments to income from
     continuing operations:
      Depreciation and amortization       894     922     898   2,685   2,756
      Provision for uncollectibles         83      93      60     230     258
      Net losses (earnings) of equity
       affiliates                        (342)    (97)   (213)   (694)    (85)
      Deferred income taxes               107     (66)     (1)    165      51
      Asset impairments                   -       166     -       -       166
      Pension income                     (130)   (133)   (131)   (391)   (399)
      Stock-settled compensation
       expense                             14      22      15      46      70
      Loss on extinguishment of debt      -       -       -       -        42
      (Gain) loss on sale/disposal of
       operations                         -      (351)    -       -      (351)
    Net change in:
      Accounts receivable and other
       current assets                    (120)    (11)    (76)   (275)   (174)
      Accounts payable and other
       current liabilities                 37     618     332     447   1,009
      Deferred charges and other
       assets                             (52)    (39)     26     (49)    (79)
      Other liabilities and deferred
       credits                            137     133     117     332     337
    Other reconciling items, net           19      40      16      42      38
      Net cash provided by operating
       activities                       1,706   2,114   1,930   5,268   5,934

    Cash Flows from Investing
     Activities:
    Capital expenditures                 (730)   (886)   (950) (2,761) (2,465)
    Purchase of short-term investments (4,122)    (76)   (797) (5,227)    (88)
    Proceeds from sale of short-term
     investments                        3,279      76     368   3,901     104
    Investments in debt and equity
     securities                          (476)    (53)   (143)   (819)   (156)
    Proceeds from sale of securities
     and operations                       154     656     132     289   1,600
    Net (advances to) repayments from
     Cingular                              61     949     (11)   (416)  1,736
    Other investing activities, net       (10)    (25)     (7)    (32)    (37)
      Net cash provided by (used for)
       investing activities            (1,844)    641  (1,408) (5,065)    694

    Cash Flows from Financing
     Activities:
    Net borrowings (repayments) of
     short-term debt                     (399)   (480)    (80)    234  (2,110)
    Proceeds from issuance of long-
     term debt                          1,200     -       -     1,200     -
    Repayments of long-term debt           (4)   (233)    (12)   (433) (1,500)
    Dividends paid                       (526)   (532)   (525) (1,572) (1,520)
    Purchase of treasury shares           -       (54)     (2)    (52)   (137)
    Proceeds from issuing common stock    274      22     120     654      60
    Other financing activities, net        65      67     (11)     70      44
      Net cash provided by (used for)
       financing activities               610  (1,210)   (510)    101  (5,163)

    Net Increase/(Decrease) in Cash
     from Continuing Operations           472   1,545      12     304   1,465
    Net Increase/(Decrease) in Cash
     from Discontinued Operations         -       -       -       -      (115)
      Net Increase/(Decrease) in Cash
       and Cash Equivalents               472   1,545      12     304   1,350
    Cash and Cash Equivalents at
     Beginning of Period                  259     485     247     427     680
    Cash and Cash Equivalents at End
     of Period                           $731  $2,030    $259    $731  $2,030



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

    Communications Group (1)

                                        3Q06    3Q05   Growth   2Q06   Growth

    Operating Revenues
       Voice                           $3,058  $3,136   -2.5%  $3,102   -1.4%
       Data                             1,315   1,166   12.8%   1,282    2.6%
       Other                              323     286   12.9%     289   11.8%
          Total Operating Revenues      4,696   4,588    2.4%   4,673    0.5%
    Operating Expenses
       Cost of services and products    1,833   1,860   -1.5%   1,848   -0.8%
       Selling, general, &
        administrative expenses           772     793   -2.6%     771    0.1%
       Depreciation and amortization      886     914   -3.1%     890   -0.4%
          Total Operating Expenses      3,491   3,567   -2.1%   3,509   -0.5%
    Segment Operating Income            1,205   1,021   18.0%   1,164    3.5%
    Interest Expense                      111      94   18.1%     111    0.0%
    Other Income (Expense), net            23      14   64.3%      12   91.7%
    Income Before Income Taxes          1,117     941   18.7%   1,065    4.9%
    Provision for Income Taxes            397     330   20.3%     367    8.2%
            Segment Net Income(1)        $720    $611   17.8%    $698    3.2%

    * - Not meaningful.


    Selected Financial and Operating
     Data

    (amounts in millions)
    Segment operating income           $1,205  $1,021   18.0%  $1,164    3.5%
    Segment operating margin            25.7%   22.3%  340 bps  24.9%   80 bps

    DSL revenues                         $405    $305   32.8%    $400    1.3%
    Long distance revenues               $662    $608    8.9%    $645    2.6%

    Switched Access MOUs               14,810  15,511   -4.5%  14,954   -1.0%
    BSLD MOUs                           6,703   6,660    0.6%   6,548    2.4%
      Total Access minutes of use      21,513  22,171   -3.0%  21,502    0.1%

    Capital expenditures excluding
     Hurricane Katrina                   $725    $856  -15.3%    $817  -11.3%
    Total capital expenditures           $725    $878  -17.4%    $946  -23.4%
    (amounts in thousands)
    Wholesale lines                     1,732   2,454  -29.4%   1,906   -9.1%
    DSL customers                       3,449   2,678   28.8%   3,273    5.4%
    LD customers                        7,596   6,993    8.6%   7,478    1.6%

    Consumer ARPU (3)                  $63.26  $58.53    8.1%  $62.81    0.7%



                                                       Year-to-Date
                                                2006        2005      Growth
    Operating Revenues
        Voice                                  $9,289      $9,445      -1.7%
        Data                                    3,861       3,491      10.6%
        Other                                     898         895       0.3%
            Total Operating Revenues           14,048      13,831       1.6%
    Operating Expenses
        Cost of services and products           5,627       5,563       1.2%
        Selling, general, & administrative
         expenses                               2,285       2,306      -0.9%
        Depreciation and amortization           2,662       2,734      -2.6%
            Total Operating Expenses           10,574      10,603      -0.3%
    Segment Operating Income                    3,474       3,228       7.6%
    Interest Expense                              329         292      12.7%
    Other Income (Expense), net                    42          45      -6.7%
    Income Before Income Taxes                  3,187       2,981       6.9%
    Provision for Income Taxes                  1,115       1,046       6.6%
              Segment Net Income(1)            $2,072      $1,935       7.1%

    * - Not meaningful.

    Selected Financial and Operating Data

    (amounts in millions)
    Segment operating income                   $3,474      $3,228       7.6%
    Segment operating margin                    24.7%       23.3%     140 bps

    DSL revenues                               $1,187        $885      34.1%
    Long distance revenues                     $1,946      $1,766      10.2%

    Switched Access MOUs                       45,088      47,279      -4.6%
    BSLD MOUs                                  19,877      18,972       4.8%
      Total Access minutes of use              64,965      66,251      -1.9%

    Capital expenditures excluding
     Hurricane Katrina                         $2,478      $2,424       2.2%
    Total capital expenditures                 $2,743      $2,446      12.1%



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

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

                                        3Q06    3Q05   Growth   2Q06   Growth
    Access lines
       Residence
           Retail
               Primary                 10,932  11,465   -4.6%  11,022   -0.8%
               Additional               1,044   1,206  -13.4%   1,089   -4.1%
             Total Residence Retail    11,976  12,671   -5.5%  12,111   -1.1%
             Residence Wholesale Voice
              Lines                     1,121   1,674  -33.0%   1,251  -10.4%
       Total Residence                 13,097  14,345   -8.7%  13,362   -2.0%

       Business
             Business Retail            5,305   5,294    0.2%   5,301    0.1%
             Business Wholesale Voice
              Lines                       553     712  -22.3%     590   -6.3%
       Total Business                   5,858   6,006   -2.5%   5,891   -0.6%

       Other Retail/Wholesale Lines
             Retail                        25      27   -7.4%      21   19.0%
             Wholesale                     58      68  -14.7%      65  -10.8%
       Total Other Retail/Wholesale
        Lines                              83      95  -12.6%      86   -3.5%

       Total Access Lines in Service   19,038  20,446   -6.9%  19,339   -1.6%

       ISDN line equivalents
             Residence                      5       7  -28.6%       6  -16.7%
             Business                   1,425   1,440   -1.0%   1,420    0.4%
       Total ISDN Adjusted ALIS        20,468  21,893   -6.5%  20,765   -1.4%
    Access Line Equivalents (b)
       Selected digital data services:
             Unbundled Loops              376     279   34.8%     373    0.8%
             DS0 & ADSL                20,940  16,333   28.2%  19,886    5.3%
             DS1                        8,478   8,163    3.9%   8,344    1.6%
             DS3 & higher              35,287  33,639    4.9%  35,267    0.1%
       Total digital data lines in
        service                        65,081  58,414   11.4%  63,870    1.9%

    Total equivalent access lines in
     service                           85,549  80,307    6.5%  84,635    1.1%

     * - 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)

                                         3Q06    3Q05   Growth   2Q06  Growth
    Operating Revenues
       Service revenues (2)             $3,464  $3,089   12.1%  $3,318   4.4%
       Equipment and other revenues        357     410  -12.9%     369  -3.3%
          Total Operating Revenues       3,821   3,499    9.2%   3,687   3.6%
    Operating Expenses
       Cost of services and products     1,464   1,395    4.9%   1,511  -3.1%
       Selling, general, &
        administrative expenses          1,125   1,128   -0.3%   1,097   2.6%
       Depreciation and amortization       484     421   15.0%     473   2.3%
          Total Operating Expenses       3,073   2,944    4.4%   3,081  -0.3%
    Segment Operating Income               748     555   34.8%     606  23.4%
    Interest Expense                       122     122    0.0%     119   2.5%
    Other Income (Expense), net            (16)     (9)      *     (15)     *
    Income Before Income Taxes             610     424   43.9%     472  29.2%
    Provision for Income Taxes             250     182   37.4%     196  27.6%
            Segment Net Income (1)        $360    $242   48.8%    $276  30.4%


    Selected Financial and Operating
     Data

    (amounts in millions, except
     customer data in thousands)
    Segment operating income              $748    $555   34.8%    $606  23.4%
    Segment operating margin             19.6%   15.9%  370 bps  16.4% 320 bps
    Cellular/PCS Operating Metrics
     (100% Cingular)**:
       Total Customers (7)              58,666  52,292   12.2%  57,308   2.4%
       Net Customer Additions (7)        1,358     867   56.6%   1,498  -9.3%
       M&A Activity, Partitioned
        Customers and/or Adjs (7)          -       (17)       *    -         *
       Churn (8)                          1.8%    2.3%  -50 bps   1.7%  10 bps
       Wireless Service ARPU (3)        $49.76  $49.65    0.2%  $48.84   1.9%
       Minutes Of Use Per Subscriber
        (4)                                755     698    8.2%     741   1.9%
       Licensed POPs (5)                   296     294    0.7%     296   0.0%
       Penetration (6)                   20.8%   18.3%  250 bps  20.0%  80 bps


                                                       Year-to-Date
                                               2006        2005      Growth
    Operating Revenues
       Service revenues (2)                   $9,984      $9,144       9.2%
       Equipment and other revenues            1,116       1,090       2.4%
          Total Operating Revenues            11,100      10,234       8.5%
    Operating Expenses
       Cost of services and products           4,427       4,171       6.1%
       Selling, general, & administrative
        expenses                               3,341       3,438      -2.8%
       Depreciation and amortization           1,418       1,324       7.1%
          Total Operating Expenses             9,186       8,933       2.8%
    Segment Operating Income                   1,914       1,301      47.1%
    Interest Expense                             360         387      -7.0%
    Other Income (Expense), net                  (43)         (9)         *
    Income Before Income Taxes                 1,511         905      67.0%
    Provision for Income Taxes                   632         428      47.7%
            Segment Net Income (1)              $879        $477      84.3%


    Selected Financial and Operating Data

    (amounts in millions, except customer
     data in thousands)
    Segment operating income                  $1,914      $1,301      47.1%
    Segment operating margin                   17.2%       12.7%     450 bps
    Cellular/PCS Operating Metrics (100%
     Cingular)**:
       Total Customers (7)                    58,666      52,292      12.2%
       Net Customer Additions (7)              4,535       3,186      42.3%
       M&A Activity, Partitioned
        Customers and/or Adjs (7)                (13)        (26)     50.0%
       Churn (8)                                1.8%        2.2%     -40 bps
       Wireless Service ARPU (3)              $49.04      $49.92      -1.8%
       Minutes Of Use Per Subscriber (4)         732         673       8.8%
       Licensed POPs (5)                         296         294       0.7%
       Penetration (6)                         20.8%       18.3%     250 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)

                                           3Q06   3Q05  Growth  2Q06   Growth
    Operating Revenues
       Advertising and publishing revenues  $502   $477   5.2%   $494    1.6%
       Commission revenues                    35     32   9.4%     53  -34.0%
          Total Operating Revenues           537    509   5.5%    547   -1.8%
    Operating Expenses
       Cost of services                       96     94   2.1%     97   -1.0%
       Selling, general, & administrative
        expenses                             188    175   7.4%    191   -1.6%
       Depreciation and amortization           8      7  14.3%      7   14.3%
          Total Operating Expenses           292    276   5.8%    295   -1.0%
    Segment Operating Income                 245    233   5.2%    252   -2.8%
    Interest Expense                           4      3  33.3%      4    0.0%
    Other Income (Expense), net              -      -        *     (3)      *
    Income Before Income Taxes               241    230   4.8%    245   -1.6%
    Provision for Income Taxes                87     84   3.6%     89   -2.2%
            Segment Net Income(1)           $154   $146   5.5%   $156   -1.3%

    Segment operating income                $245   $233   5.2%   $252   -2.8%
    Segment operating margin               45.6%  45.8% -20 bps 46.1%  -50 bps


                                                     Year-to-Date
                                               2006        2005      Growth
    Operating Revenues
       Advertising and publishing
        revenues                              $1,483      $1,433       3.5%
       Commission revenues                       107          98       9.2%
          Total Operating Revenues             1,590       1,531       3.9%
    Operating Expenses
       Cost of services                          286         283       1.1%
       Selling, general, & administrative
        expenses                                 558         518       7.7%
       Depreciation and amortization              23          21       9.5%
          Total Operating Expenses               867         822       5.5%
    Segment Operating Income                     723         709       2.0%
    Interest Expense                              13           8      62.5%
    Other Income (Expense), net                   (5)        -            *
    Income Before Income Taxes                   705         701       0.6%
    Provision for Income Taxes                   255         260      -1.9%
            Segment Net Income(1)               $450        $441       2.0%

    Segment operating income                    $723        $709       2.0%
    Segment operating margin                   45.5%       46.3%     -80 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.

     (6) Penetration calculation for 3Q06 is based on licensed "operational"
         POPs of 282 million.

     (7) Cellular/PCS customers include customers served through reseller
         agreements.

     (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
                                     3Q06     3Q05     2Q06     2006     2005
    Communications Group segment
     Net Income                      $720     $611     $698   $2,072   $1,935
    Wireless segment Net Income       360      242      276      879      477
    Advertising and Publishing
     Group segment Net Income         154      146      156      450      441
    Corporate, eliminations and
     other                            (54)     (61)     (48)    (156)    (157)
    Normalized Net Income           1,180      938    1,082    3,245    2,696
      Add back Excluded
       non-recurring or
       non-operational items (a)     (121)    (121)    (195)    (515)     (20)
    Consolidated GAAP Net Income   $1,059     $817     $887   $2,730   $2,676


    Free Cash Flow                                             Year-to-Date
                                    3Q06     3Q05     2Q06     2006     2005
    Net cash provided by
     Operating Activities          $1,706   $2,114   $1,930   $5,268   $5,934
      Less Capital Expenditures      (730)    (886)    (950)  (2,761)  (2,465)
    Operating Free Cash Flow         $976   $1,228     $980   $2,507   $3,469


    Net Debt
                                 Sept. 30, Dec. 31, June 30,
                                     2006     2005     2006
    Total Debt                    $18,204  $17,188  $17,372
      Less Cash                      (731)    (427)    (259)
    Net Debt                      $17,473  $16,761  $17,113


    Consolidated Normalized
     Operating Income before
     Depreciation and
     Amortization                                              Year-to-Date
                                    3Q06     3Q05     2Q06     2006     2005
    Operating Revenues             $8,954   $8,494   $8,815  $26,453  $25,328
    Operating Income                2,210    1,817    2,036    6,146    5,265
      Add back Depreciation and
       Amortization                 1,377    1,343    1,372    4,103    4,080
    Operating Income before
     Depreciation and
     Amortization                  $3,587   $3,160   $3,408  $10,249   $9,345
    Margin                          40.1%    37.2%    38.7%    38.7%    36.9%

    Communications Group
     Operating Income before
     Depreciation and
     Amortization                                              Year-to-Date
                                    3Q06     3Q05     2Q06     2006     2005
    Operating Revenues             $4,696   $4,588   $4,673  $14,048  $13,831
    Operating Income                1,205    1,021    1,164    3,474    3,228
      Add back Depreciation and
       Amortization                   886      914      890    2,662    2,734
    Operating Income before
     Depreciation and
     Amortization                  $2,091   $1,935   $2,054   $6,136   $5,962
    Margin                          44.5%    42.2%    44.0%    43.7%    43.1%

    Wireless Operating Income
     before Depreciation and
     Amortization                                              Year-to-Date
                                    3Q06     3Q05     2Q06     2006     2005
    Service Revenues               $3,464   $3,089   $3,318   $9,984   $9,144
    Equipment and Other Revenues      357      410      369    1,116    1,090
    Operating Revenues              3,821    3,499    3,687   11,100   10,234
    Operating Income                  748      555      606    1,914    1,301
    Operating Margin (Operating
     Income divided by Operating
     Revenues) (b)                  19.6%    15.9%    16.4%    17.2%    12.7%
      Add back Depreciation and
       Amortization                   484      421      473    1,418    1,324
    Operating Income before
     Depreciation and
     Amortization                  $1,232     $976   $1,079   $3,332   $2,625
    Margin (Operating Income
     before Depr & Amort divided
     by Service Revenues) (b)       35.6%    31.6%    32.6%    33.4%    28.7%

    Advertising & Publishing
     Operating Income before
     Depreciation and
     Amortization                                              Year-to-Date
                                     3Q06     3Q05     2Q06    2006     2005
    Operating Revenues               $537     $509     $547   $1,590   $1,531
    Operating Income                  245      233      252      723      709
      Add back Depreciation and
       Amortization                     8        7        7       23       21
    Operating Income before
     Depreciation and
     Amortization                    $253     $240     $259     $746     $730
    Margin                          47.1%    47.2%    47.3%    46.9%    47.7%


     (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)

    Communications Group:

                                            3Q06    3Q05      Growth

    As reported (with Katrina customer
     bill credits):
        Operating revenues                 $4,696  $4,588       2.4%

    Pro forma (without Katrina customer
     bill credits):
        Operating revenues                 $4,696  $4,632       1.4%

    Impact of Hurricane Katrina bill
     credits on:
        Operating revenues                   $-      $(44)     100 bps



    Advertising & Publishing:

                                             3Q06    3Q05      Growth

    As reported (with Katrina customer
     bill credits):
        Operating revenues                   $537    $509       5.5%

    Pro forma (without Katrina customer
     bill credits):
        Operating revenues                   $537    $516       4.1%

    Impact of Hurricane Katrina bill
     credits on:
        Operating revenues                   $-       $(7)     140 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:
    Brent Fowler, Media Relations, of BellSouth,
    +1-404-249-2839, or BellSouth Investor Relations, 800-241-3419