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Pre-Merger BellSouth News Releases Archive

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BellSouth Reports First Quarter Earnings

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

ATLANTA, April 20 /PRNewswire-FirstCall/ -- BellSouth Corporation (NYSE: BLS) announced first quarter 2006 earnings per share (EPS) from continuing operations of 43 cents, up 16 percent compared to the first quarter of 2005. Normalized EPS from continuing operations was 54 cents, a 20 percent increase compared to the first quarter of 2005. A list of normalizing items is provided in the table below.

"BellSouth's strong earnings growth reflects improving trends in our operating results," said Duane Ackerman, Chairman and Chief Executive Officer. "During the quarter, our revenue growth was driven by the addition of broadband and wireless customers, which demonstrated the strength of our portfolio in the marketplace."

Normalized Results from Continuing Operations

Normalized results from continuing operations include BellSouth's 40 percent proportionate share of Cingular's revenues and expenses which are recognized as equity earnings for purposes of GAAP reporting. Normalized results also exclude the impact of significant nonoperational or nonrecurring items.

For the first quarter of 2006, normalized revenue was $8.7 billion, up 4.5 percent year-over-year generated by growth in Communications Group, Cingular and Advertising & Publishing. Operating margins were 21.9 percent, improving year-over-year and sequentially. Normalized net income of $983 million grew 20 percent compared to the first quarter of 2005 driven primarily by Cingular's improved profitability.

Reported Results from Continuing Operations

For the first quarter of 2006, BellSouth's consolidated reported revenue from continuing operations totaled $5.2 billion, up 1.6 percent compared to the same quarter of 2005. Income from continuing operations was $784 million compared to $683 million in the same quarter of the previous year.

For the first quarter of 2006, operating free cash flow (defined as net cash provided by operating activities less capital expenditures) was $551 million. Capital expenditures for the quarter amounted to $1.08 billion, including approximately $135 million of incremental expenditures for Katrina restoration efforts. Net of storm impacts, increased levels of capital expenditures were driven by planned 2006 acceleration of broadband investments toward the first half of the year.

Proposed Merger with AT&T

On March 5, 2006, BellSouth and AT&T announced an agreement to merge the two companies in a combination that will create a more effective and efficient provider of wireless, broadband, video, voice and data products. We currently expect the merger to close by the end of 2006.

The combination creates economies of scale to better enable investments in new technologies and to pursue opportunities in the broadband and enterprise markets, including integration of wireline/wireless product offerings. The combination of the two companies is expected to create enhanced marketing opportunities, significant network synergies and reduced overhead costs. The merger with AT&T is an excellent opportunity to take two complementary asset portfolios and make them stronger to benefit shareholders, customers and employees.

"To be successful in the marketplace, a company must innovate and deliver new services that customers want," said Duane Ackerman. "The proposed merger of AT&T and BellSouth will create new potential for innovation and the ability to deliver those services with a more cost efficient operating structure. The communications industry is a world full of possibilities, and I believe that we now stand at the beginning of a great new day for communications in America."

Communications Group

Communications Group revenue was $4.7 billion in the first quarter of 2006, a 1.3 percent increase compared to the same quarter of 2005. All retail business segments delivered improving revenue trends both year-over-year and sequentially driven by strong growth from data and long distance.

During the first quarter, BellSouth added a record 263,000 net new broadband DSL customers and served more than 3.1 million total customers at quarter-end. BellSouth offers four FastAccess services with simple pricing to meet market demand for a variety of speeds and prices. The company continues to see growth in demand and migrations towards higher speeds of DSL service. With improving churn and stable average revenue per unit, DSL continues to be a key value driver for BellSouth.

For the first quarter, network data revenue was $1.3 billion, up 9.0 percent from the same period of the prior year. Retail data revenue grew 15.8 percent from the same period last year driven by a 31.8 percent increase in retail DSL revenue and ongoing growth in revenue from emerging retail data services such as BellSouth® Metro Ethernet Service and BellSouth® Virtual Private Network. Total wholesale data was stable as demand for wholesale services from wireless carriers remained strong.

Customers continue to combine local and long distance voice, DSL, DIRECTV® and Cingular Wireless under the BellSouth Answers® bundles. BellSouth added 179,000 long distance customers and now serves almost 7.4 million long distance customers, a 59 percent penetration of its mass-market customer base. Once again, the company had strong growth in customers choosing to add DIRECTV® service to their BellSouth bundles, adding 105,000 customers. Through the first quarter of this year, 628,000 customers have included DIRECTV® service in their communications packages. By the end of first quarter 2006, more than 5 million residential customers had a BellSouth Answers® bundle, nearly 45 percent penetration of its retail residential lines.

As of March 31, 2006, total access lines were 19.8 million, down 238,000 compared to Dec. 31, 2005. Residential access line loss continues to be primarily driven by wireless substitution and, to a lesser extent, by competition from cable telephony providers. Retail residential access lines were down 120,000. Retail business access lines increased 21,000 driven by Small Business gains. Wholesale lines resold by BellSouth competitors were down 137,000 compared to Dec. 31, 2005.

Communications Group operating margin was 23.6 percent compared to 24.2 percent for the same quarter of the previous year. Margins were negatively impacted as the company incurred approximately $85 million in incremental expenses completing the network repairs associated with damage caused by Hurricane Wilma which struck southern Florida in late October 2005.

Summary Impacts of Hurricane Katrina

During the first quarter of 2006, BellSouth recognized incremental expenses associated with Hurricane Katrina of $94 million which is net of $20 million in insurance recoveries during the quarter. BellSouth also incurred approximately $135 million of incremental capital expenditures for Katrina restoration. Since the third quarter of 2005, BellSouth has incurred approximately $730 million for Katrina-related network restoration expense and capital spending. We expect a portion of the cost associated with the Hurricane Katrina recovery effort to be covered by insurance. While the exact amount has not been determined, our current estimate of the total amount of covered losses that will be covered by insurance, net of our deductible, is approximately $250 million. The actual recovery will vary depending on the outcome of the insurance loss adjustment effort.

Cingular Wireless

Cingular Wireless was the primary contributor to BellSouth's earnings growth in the first quarter of 2006 as the benefits of scale and synergies created in its acquisition of AT&T Wireless are being realized. Cingular, the nation's largest wireless provider, added 1.7 million net new customers during the first quarter of 2006, reaching 55.8 million total subscribers. Retail customer additions were 1.05 million for the quarter with nearly 90 percent coming from post-paid net additions. Overall monthly subscriber churn for the quarter was 1.9 percent, the lowest level ever, and post-paid churn also improved to a record 1.6 percent.

Cingular's continued strong performance in customer additions and churn improvement can be attributed to improved service quality as the company integrates its networks, marketing campaigns that reinforce service improvements including "fewest dropped calls," and a steady stream of innovative products and services.

In the first quarter of 2006, Cingular's revenues were $9.0 billion, an improvement of 9.1 percent over the same quarter a year ago and up 1.5 percent sequentially.

Average revenue per user (ARPU) in the first quarter of 2006 was $48.48, down 2.3 percent from the year-ago first quarter. The decline in ARPU can be primarily attributed to the recent increase in reseller customers, which typically carry a lower ARPU. Excluding the impacts of growth in reseller customers, Cingular ARPU improved year-over-year driven by growth in data services. Data ARPU continued its strong growth in the first quarter of 2006, increasing 41.1 percent to $5.22 compared to the first quarter of the previous year and up 10.8 percent sequentially.

For the first quarter of 2006, normalized operating income before depreciation and amortization (OIBDA) margin was 31.9 percent, which was a 640 basis point improvement compared to the first quarter of 2005. Cingular's steady margin improvement is indicative of progress on its integration plans.

Advertising & Publishing

Reflecting continued momentum in the business, Advertising & Publishing revenue grew in the first quarter of 2006. Revenue was $506 million, up 3 percent compared to the same quarter of 2005 driven by growth in both print and online advertising services. Operating margins remained strong at 44.7 percent for the first quarter of 2006.

Normalizing Items

For the first quarter of 2006, the difference between reported (GAAP) EPS from continuing operations and normalized EPS is shown in the following table. A full income statement reconciliation is included in the attached exhibits.

                                                                  1Q06

  GAAP Diluted EPS - Income from continuing operations            $0.43

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

  Normalized Diluted EPS - Income from continuing operations      $0.54

Hurricane Katrina-related expenses -- Represents incremental labor and material costs primarily related to service restoration and network repairs in BellSouth's wireline business. These expenses have been reduced by partial insurance recoveries during the first quarter.

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

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

About BellSouth Corporation

BellSouth Corporation is a Fortune 500 communications company headquartered in Atlanta, Georgia. BellSouth has joint control and 40 percent ownership of Cingular Wireless, the nation's largest wireless voice and data provider with 55.8 million customers.

Backed by award-winning customer service, BellSouth offers the most comprehensive and innovative package of voice and data services available in the market. Through BellSouth Answers®, 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® 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® and YELLOWPAGES.COM™ from BellSouth.

BellSouth believes that diversity and fostering an inclusive environment are critical in maintaining a competitive advantage in today's global marketplace. More information about BellSouth can be found at http://www.bellsouth.com/. Investor information can be found at http://www.bellsouth.com/investor.

Further information about BellSouth and Cingular's first quarter earnings can be accessed at http://www.bellsouth.com/investor. The press release, financial statements and Investor News summarizing highlights of the quarter are available at http://www.bellsouth.com/investor starting today at 8 a.m. Eastern Time (ET).

BellSouth will host a conference call with investors today at 10 a.m. (ET).

   Dial-in information for the conference call is as follows:
   Domestic:  888-370-1863
   International:  706-634-1735

The conference call will also be webcast live beginning at 10 a.m. (ET) on our Web site at http://www.bellsouth.com/investor. The webcast will be archived on our Web site.

A replay of the call will be available through April 27, 2006, and can be accessed by dialing:

   Domestic:  800-642-1687 -- Conference ID: 7031218
   International:  706-645-9291 -- Conference ID: 7031218

In addition to historical information, this document may contain forward- looking statements regarding events and financial trends. Factors that could affect our future results and could cause our actual results to differ materially from those expressed or implied in the forward-looking statements include: (i) a change in economic conditions in markets where we operate or have material investments which would affect demand for our services; (ii) the intensity of competitive activity and its resulting impact on pricing strategies and new product offerings; (iii) higher than anticipated cash requirements for investments, new business initiatives and acquisitions; (iv) unfavorable regulatory actions and (v) those factors contained in the Company's periodic reports.

Factors that could prevent or delay completion of the proposed merger with AT&T, could affect the future results of the merged company and could cause the merged company's actual results to differ from those expressed in the forward-looking statements include: (i) our and AT&T's ability to obtain governmental approvals of the proposed merger on the proposed terms and contemplated schedule; (ii) the failure of AT&T shareholders to approve the issuance of AT&T common shares in the merger or the failure of our shareholders to approve the merger; (iii) the risk that the businesses of AT&T and BellSouth will not be integrated successfully or as quickly as expected; (iv) the risk that the cost savings and any other synergies from the merger, including any savings and other synergies relating to the resulting sole ownership of Cingular Wireless LLC, may not be fully realized or may take longer to realize than expected; (v) disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers; and (vi) those factors contained in the preliminary proxy statement relating to the proposed merger filed with the SEC.

The forward-looking information in this document is given as of this date only, and BellSouth assumes no duty to update this information.

This document may also contain certain non-GAAP financial measures. The most directly comparable GAAP financial measures, and a full reconciliation of non-GAAP to GAAP financial information, are attached hereto and provided on the Company's investor relations website, http://www.bellsouth.com/investor.

NOTE: In connection with the proposed merger, AT&T Inc. ("AT&T") filed a registration statement on Form S-4 (Registration No. 333-132904), containing a joint proxy statement/prospectus of AT&T and BellSouth Corporation ("BellSouth"), with the Securities and Exchange Commission (the "SEC") on March 31, 2006. Investors are urged to read the registration statement and the joint proxy statement/prospectus contained therein (including all amendments and supplements to it) because it contains important information. Investors may obtain free copies of the registration statement and joint proxy statement/prospectus, as well as other filings containing information about AT&T and BellSouth, without charge, at the SEC's Web site (http://www.sec.gov/). Copies of AT&T's filings may also be obtained without charge from AT&T at AT&T's Web site (http://www.att.com/) or by directing a request to AT&T Inc. Stockholder Services, 175 E. Houston, San Antonio, Texas 78205. Copies of BellSouth's filings may be obtained without charge from BellSouth at BellSouth's Web site (http://www.bellsouth.com/) or by directing a request to BellSouth at Investor Relations, 1155 Peachtree Street, N.E., Atlanta, Georgia 30309.

AT&T, BellSouth and their respective directors and executive officers and other members of management and employees are potential participants in the solicitation of proxies in respect of the proposed merger. Information regarding AT&T's directors and executive officers is available in AT&T's 2005 Annual Report on Form 10-K filed with the SEC on March 1, 2006 and AT&T's proxy statement for its 2006 annual meeting of stockholders, filed with the SEC on March 10, 2006, and information regarding BellSouth's directors and executive officers is available in BellSouth's 2005 Annual Report on Form 10-K filed with the SEC on February 28, 2006 and BellSouth's proxy statement for its 2006 annual meeting of shareholders, filed with the SEC on March 3, 2006. Additional information regarding the interests of such potential participants is included in the registration statement and joint proxy statement/prospectus contained therein, and other relevant documents filed with the SEC.

  BellSouth Corporation
  Consolidated Statements of Income - Reported Basis (unaudited)
  (amounts in millions, except per share data)

  Note to Readers:  See Normalization Earnings Summary and Reconciliation to
  GAAP results on pages 3 and 4 for a summary of unusual items included in
  Reported Basis results.

                                      1Q06    1Q05   Growth   4Q05   Growth


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

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


  Selected Financial and Operating Data

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

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

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



  BellSouth Corporation
  Consolidated Statements of Income - Normalized Basis (unaudited)
  (amounts in millions, except per share data)

  Note to Readers:  Our reported results, as shown on page 1, are prepared
  in accordance with generally accepted accounting principles (GAAP).  The
  normalized results presented below exclude the impact of certain non-
  recurring or non-operating items, the details of which are provided on
  pages 3 and 4 of this release.  In addition, the normalized results
  reflect our 40% proportionate share of Cingular's results, the
  presentation of which is not allowed under GAAP.  Normalized results
  exclude discontinued operations from all periods.  Certain
  reclassifications have been made to prior periods to conform to the
  current presentation.

                                      1Q06    1Q05   Growth   4Q05   Growth

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

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

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


  Selected Financial and Operating Data

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

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

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



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



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

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

  Diluted Earnings Per Share              $0.43     $-           $0.43





                                      Normalizing Items

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

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

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



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

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

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



                                      Normalizing Items

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

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

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



  BellSouth Corporation

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

  Our normalized earnings have been adjusted for the following:

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

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

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

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

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

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



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

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

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

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

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

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

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

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



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

                                              1Q06        1Q05        4Q05

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

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

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

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



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

  Communications Group (1)

                                      1Q06    1Q05   Growth   4Q05   Growth

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

  * - Not meaningful.


  Selected Financial and Operating Data

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

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

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

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

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



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

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

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

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

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

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

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

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

           * - Not meaningful.

  (a) Prior period operating data are often revised at later dates to
      reflect updated information.  The above information reflects the
      latest data available for the periods indicated.
  (b) Access line equivalents represent a conversion of non-switched data
      circuits to a switched access line basis and is presented for
      comparability purposes.  Equivalents are calculated by converting
      high-speed/high-capacity circuits to the equivalent of a switched
      access line based on transport capacity. While the revenues generated
      by access line equivalents have a directional relationship with these
      counts, revenue growth rates cannot be compared to line growth rates
      on an equivalent basis.



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

  Wireless Segment (1)(a)

                                       1Q06    1Q05   Growth   4Q05  Growth

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


  Selected Financial and Operating Data

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

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

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



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

  Advertising & Publishing (1)

                                       1Q06   1Q05   Growth   4Q05   Growth

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

  Segment operating income             $226   $231    -2.2%   $245    -7.8%
  Segment operating margin            44.7%  47.0%  -230 bps 46.3%  -160 bps

  * - Not meaningful.



  BellSouth Corporation
  Notes

  (1) Segment net income (loss) is based on normalized results which exclude
      certain one-time transactions and certain corporate intercompany
      billings.  Certain intersegment revenues are not eliminated for
      purposes of management reporting.

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

  (3) Management uses average revenue per unit (ARPU) as an indicator of
      operating performance of the business.
      Consumer ARPU is defined as consumer revenues during the period
      divided by average primary access lines during the period.
      Wireless Service ARPU is defined as Cellular/PCS service revenues
      during the period divided by average Cellular/PCS subscribers during
      the period.  This metric is used to compare the recurring revenue
      amounts being generated on our network to prior periods and internal
      targets.  We believe that each of these metrics provides useful
      information concerning the performance of our initiatives to attract
      and retain high value customers and the use of our network.

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

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

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

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

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



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

  Segment Net Income Reconciliation to GAAP Net Income

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


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


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


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

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

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



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

  Advertising & Publishing:

                                      1Q06    1Q05   Growth   4Q05   Growth

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

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

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



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

  Consolidated

                                       4Q04    2004    1Q05    2Q05    3Q05

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

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

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

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


  Wireless Segment

                                       4Q04    2004    1Q05    2Q05    3Q05

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

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

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


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

SOURCE: BellSouth Corporation

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

Web site: http://www.bellsouth.com/
http://www.att.com/

Company News On-Call: http://www.prnewswire.com/comp/095650.html