BELLSOUTH CORP
8-K, 2000-01-24
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                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D. C. 20549



                              FORM 8-K
                           CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934


               Date of Report (Date of earliest event reported):
                           January 24, 2000

                        BELLSOUTH CORPORATION
          (Exact name of registrant as specified in its charter)


         Georgia                 1-8607            58-1533433
       (State or other          (Commission      (IRS Employer
       jurisdiction of           File Number)     Identification
       incorporation)                                 No.)


Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia    30309-3610
       (Address of principal executive offices)               (Zip Code)


         Registrant's telephone number, including area code
                            (404) 249-2000
<PAGE>

Item 5.  Other Events

Fourth Quarter 1999 Earnings

On January 24, 2000, BellSouth announced earnings for the fourth quarter
of  1999.   See  Exhibit 99 for a complete copy of the related  press
release.


Earnings Guidance
For 2000, we are targeting EPS growth in the 10%-12% range.


- --------------------------------------------------------------------------
       Cautionary Language Concerning Forward-Looking Statements
- --------------------------------------------------------------------------
Statements  that  do  not  address  historical  performance  are  based  on  our
assumptions and estimates and are subject to risks and uncertainties.  For these
statements,  we claim the  protection  of the safe  harbor  for  forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995.

Factors that could affect future  operating  results and financial  position and
could cause  actual  results to differ  materially  from those  expressed in the
forward-looking statements are:

o    a change in economic conditions in domestic or international  markets where
     we operate or have material  investments  which would affect demand for our
     services;

o    the intensity of competitive  activity and its resulting  impact on pricing
     strategies and new product offerings;

o    further delay in our entry into the interLATA long distance market;

o    higher than anticipated  start-up costs or significant up-front investments
     associated with new business initiatives;

o    unanticipated   higher   capital   spending  from  the  deployment  of  new
     technologies; and

o    unsatisfactory  results in  regulatory  actions  including  access  reform,
     universal service,  terms of interconnection and unbundled network elements
     and resale rates.

This  list  of  cautionary  statements  is  not  exhaustive.   These  and  other
developments  could  cause our actual  results to differ  materially  from those
forecast or implied in the forward-looking  statements. You are cautioned not to
place undue reliance on these forward-looking statements, which are current only
as of the date of this filing.  We have no  obligation  to publicly  release the
results of any revisions to these  forward-looking  statements to reflect events
or circumstances after the date of this filing.



Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.

  99           Press Release - Fourth Quarter 2000 Earnings

<PAGE>


                              SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of  1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




BELLSOUTH CORPORATION


By:  /s/ W. Patrick Shannon
      W. Patrick Shannon
      Vice President and Controller
      January 24, 2000






FOR MORE INFORMATION                                    FOR IMMEDIATE RELEASE
Jeff Battcher (404-713-0274)                                 January 24, 2000
Pattie Kushner (404-249-2365)


                   BellSouth EPS Grows 26.2% in Fourth Quarter
    Internet, data, wireless, international fuel $25 billion annual revenues;
                      1999 EPS up 22% before special items

ATLANTA - BellSouth Corporation (NYSE: BLS) reported earnings per share (EPS) of
53 cents (before  one-time  gains) in the fourth quarter of 1999, a gain of 26.2
percent  compared  to 42 cents in the  final  quarter  of  1998.  For the  year,
normalized EPS improved 22 percent to $2.00,  and  BellSouth's  annual  revenues
exceeded $25 billion for the first time.

Continued strong performance in the company's primary growth areas drove results
for the  quarter  and year.  In the U.S.,  customer  demand  remained  brisk for
BellSouth  Internet,  data,  wireless  and  calling  feature  services.  In  the
company's growing number of international markets,  wireless customers increased
70.3 percent in 1999.

"The  fourth  quarter  was  important  to  BellSouth  investors  because  of the
continued strength of our current operations," said Duane Ackerman, chairman and
chief executive  officer.  "In addition,  the new European alliance we formed in
December  with KPN Royal Dutch  Telecom  captures at least $8.9 billion in value
and gives us options for the future in our fastest  growing  business  segments,
wireless and data."

Internet, E-Commerce, Data

BellSouth's  array of Internet  and  E-commerce  products  and  services  helped
generate  digital  and data  revenues of $760  million in the fourth  quarter of
1999,  a 30.1  percent  increase  compared to $584 million in the same quarter a
year ago. For 1999 as a whole, data revenues surged 33.1 percent to $2.8 billion
from $2.1 billion in 1998.  Access line  equivalents,  which  include  broadband
services as well as traditional switched lines, grew at an annual rate of nearly
16 percent.  The company's  Internet service,  BellSouth.net,  grew more than 82
percent in 1999 and now has nearly 700,000 consumer and business customers.

<PAGE>

Domestic Wireless

Domestic  cellular and PCS revenue of $836 million in the fourth quarter of 1999
grew 18.6 percent  compared to $705  million in the same  quarter of 1998.  U.S.
wireless customers  increased 661,000 in 1999 as a whole (based on the company's
ownership percentages), including a fourth quarter increase of 202,000 driven by
another  busy  holiday  season.  Customer  growth for the year was 14.1  percent
(adjusted for sale of Honolulu Cellular in the third quarter of 1999).

International

BellSouth's  international  strategy  continued  to boost  growth.  Based on the
company's ownership  percentages,  BellSouth's  international  wireless customer
base grew by 2.4 million in 1999, or 70.3  percent.  On a  proportionate  basis,
fourth quarter  international  wireless  revenues climbed 18.0 percent,  to $781
million in 1999 from $662  million  in the same  quarter  of the  previous  year
(adjusted for the sale of New Zealand operations in the fourth quarter of 1998).
Worldwide,  BellSouth now serves a total of nearly 19 million wireless customers
(11.2 million on a proportionate basis).

Calling Features

Calling  features  such as  Caller ID Deluxe  and the new  BellSouth(r)  Privacy
Director(SM)  service  continued to boost performance in three ways - as monthly
subscriptions,  on a per  use  basis,  and as  part of  value  packages  such as
BellSouth(r)  Solutions and the BellSouth(r)  Complete  Choice(r) Plan.  Calling
feature  revenues were $500 million in the fourth  quarter of 1999,  compared to
$439 million in the same three months of 1998. For the year,  revenues  improved
16.8 percent to $1.9 billion. BellSouth Solutions, the company's newest package,
was introduced in August 1999 for residential and small business  customers.  It
gives customers Internet access,  wireless,  paging and local phone service with
up to 20  calling  features  -- all on one  bill,  with one  number  to call for
service.

Fourth Quarter

BellSouth's  fourth quarter  revenues were a record $6.7 billion in 1999, a gain
of 8.3  percent  compared  to $6.2  billion a year  earlier.  Net income of $1.1
billion included a foreign  currency gain of $47 million,  or 2 cents per share.
Normalized  net income of $1.0 billion  increased  21.1 percent  compared to the
fourth quarter of 1998, when net income was $831 million (before  one-time gains
totaling $172 million).

<PAGE>

Full Year 1999

For the year,  BellSouth posted record revenues of $25.2 billion, an increase of
9.1  percent  compared to 1998.  Excluding  special  items in both  years,  1999
normalized  EPS of $2.00  compared to $1.64 in 1998.  Reported  EPS was $1.80 in
1999,  compared  to $1.78 in the  previous  year.  As  disclosed  in the  fourth
quarter,  1999 EPS reflects a second quarter non-cash charge of 10 cents related
to the revised  reporting of an asset swap. Net income  excluding  special items
was $3.8 billion in 1999,  compared to $3.3 billion in 1998. Reported net income
in 1999 was $3.4 billion versus $3.5 billion in 1998.

BellSouth  is  a  $25  billion  communications  services  company.  It  provides
telecommunications,  wireless  communications,  cable and digital TV,  directory
advertising  and  publishing,  and  Internet  and data  services to more than 37
million customers in 20 countries worldwide.

NOTE: For more information about BellSouth Corporation,  visit the BellSouth Web
page at http://www.bellsouth.com/


<PAGE>

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

                                     Quarter Ended
                                   12/31/99  12/31/98 % Change

Operating Revenues
  Wireline communications
    Local service                   $2,774    $2,575     7.7%
    Network access                   1,183     1,174     0.8%
    Long distance                      147       181   (18.8%)
    Other wireline                     353       271    30.3%
      Total wireline
        communications               4,457     4,201     6.1%
  Domestic wireless                    836       705    18.6%
  International operations             588       545     7.9%
  Advertising and publishing           720       680     5.9%
  Other                                 80        37      N/M
    Total Operating Revenues         6,681     6,168     8.3%

Operating Expenses
  Operational and support
    expenses                         3,643     3,486     4.5%
  Depreciation and amortization      1,196     1,129     5.9%
  Provision for asset impairment         -         -      N/M
    Total Operating Expenses         4,839     4,615     4.9%
Operating Income                     1,842     1,553    18.6%
Interest Expense                       293       226    29.6%
Other Income (Expense), net             73       310      N/M
Income Before Income Taxes           1,622     1,637    (0.9%)
Provision for Income Taxes             569       634   (10.3%)
           Net Income               $1,053    $1,003     5.0%

Diluted:
  Weighted Average Common
   Shares Outstanding                1,901     1,972    (3.6%)
  Earnings Per Share                 $0.55     $0.51     7.8%



                                           Year Ended
                                    12/31/99    12/31/98    % Change

Operating Revenues
  Wireline communications
    Local service                   $10,887     $10,033        8.5%
    Network access                    4,761       4,632        2.8%
    Long distance                       608         713      (14.7%)
    Other wireline                    1,198       1,023       17.1%
      Total wireline
        communications               17,454      16,401        6.4%
  Domestic wireless                   3,191       2,723       17.2%
  International operations            2,289       1,995       14.7%
  Advertising and publishing          2,010       1,891        6.3%
  Other                                 280         113         N/M
    Total Operating Revenues         25,224      23,123        9.1%

Operating Expenses
  Operational and support
    expenses                         13,796      12,862        7.3%
  Depreciation and amortization       4,671       4,357        7.2%
  Provision for asset impairment        320           -         N/M
    Total Operating Expenses         18,787      17,219        9.1%
Operating Income                      6,437       5,904        9.0%
Interest Expense                      1,030         837       23.1%
Other Income (Expense), net              81         684         N/M
Income Before Income Taxes            5,488       5,751       (4.6%)
Provision for Income Taxes            2,040       2,224       (8.3%)
           Net Income                $3,448      $3,527       (2.2%)

Diluted:
  Weighted Average Common
   Shares Outstanding                 1,916       1,984       (3.4%)
  Earnings Per Share                  $1.80       $1.78        1.1%

Selected Financial and Operating Data

                                Quarter Ended
                               12/31/99    12/31/98    % Change

EBITDA (a)                       $3,038      $2,682       13.3%
EBITDA margin                     45.5%       43.5%     +200bps
Return on average
  equity (annualized)             30.0%       25.1%    + 490bps
Return on average total
  capital (annualized)            17.1%       16.3%      +80bps
Dividends per share               $0.19       $0.19        0.0%
Capital expenditures             $1,717      $1,468       17.0%



                                 Year Ended
                            12/31/99    12/31/98    % Change

EBITDA (a)                   $11,428     $10,261       11.4%
EBITDA margin                  45.3%       44.4%      +90bps
Return on average
  equity (annualized)          24.0%       22.3%     +170bps
Return on average total
  capital (annualized)         14.7%       15.1%      -40bps
Dividends per share            $0.76       $0.73        4.1%
Capital expenditures          $6,173      $5,212       18.4%

                                        As of
                             12/31/99    12/31/98    % Change

Common shares outstanding         1,883       1,950       (3.4%)
Book value per share              $7.86       $8.26       (4.8%)
Debt ratio                        53.1%       43.0%   +1,010bps
Total employees                  96,162      88,450        8.7%


(a)  Year-to-date  1999  excludes a $320  million  non-cash  charge for asset
     impairment recorded in second quarter 1999.


<PAGE>




BellSouth Corporation
Normalized Earnings Summary  (unaudited)
($ in millions, except per share data)

                                           Quarter Ended
                                        12/31/99   12/31/98    % Change


Reported Net Income                        $1,053      $1,003        5.0%
     Foreign currency (gain) loss(a)          (47)          -           -
     Loss on asset impairment(b)                -           -           -
     Recognition of foreign
      investment tax credits(c)                 -           -           -
     Gain on sale of Honolulu
      Cellular                                  -           -           -
     Gain on sale of BellSouth
      New Zealand                               -        (110)          -
     Income from Prime loan
      settlement (d)                            -         (62)          -
     Gain on sale of ITT World
      Directories(e)                            -           -           -
Normalized Net Income                      $1,006        $831       21.1%


Reported Diluted Earnings Per Share         $0.55       $0.51        7.8%
     Foreign currency (gain) loss(a)        (0.02)          -           -
     Loss on asset impairment(b)                -           -           -
     Recognition of foreign
      investment tax credits(c)                 -           -           -
     Gain on sale of Honolulu
      Cellular                                  -           -           -
     Gain on sale of BellSouth
      New Zealand                               -       (0.06)          -
     Income from Prime loan
      settlement (d)                            -       (0.03)          -
     Gain on sale of ITT World
      Directories(e)                            -           -           -
Normalized Diluted Earnings Per Share       $0.53       $0.42       26.2%


Normalized return on average
 equity (annualized)                        28.7%       20.8%     +790bps
Normalized return on average
 total capital (annualized)                 16.5%       13.9%     +260bps


                                          Year Ended
                                       12/31/99    12/31/98    % Change


Reported Net Income                        $3,448      $3,527      (2.2%)
     Foreign currency (gain) loss(a)          308           -          -
     Loss on asset impairment(b)              187           -          -
     Recognition of foreign
      investment tax credits(c)               (95)          -          -
     Gain on sale of Honolulu
      Cellular                                (23)          -          -
     Gain on sale of BellSouth
      New Zealand                               -        (110)         -
     Income from Prime loan
      settlement (d)                            -         (62)         -
     Gain on sale of ITT World
      Directories(e)                            -         (96)         -
Normalized Net Income                      $3,825      $3,259      17.4%


Reported Diluted Earnings Per Share         $1.80       $1.78       1.1%
     Foreign currency (gain) loss(a)         0.16           -          -
     Loss on asset impairment(b)             0.10           -          -
     Recognition of foreign
      investment tax credits(c)             (0.05)          -          -
     Gain on sale of Honolulu
      Cellular                              (0.01)          -          -
     Gain on sale of BellSouth
      New Zealand                               -       (0.06)         -
     Income from Prime loan
      settlement (d)                            -       (0.03)         -
     Gain on sale of ITT World
      Directories(e)                            -       (0.05)         -
Normalized Diluted Earnings Per Share       $2.00       $1.64      22.0%


Normalized return on average
 equity (annualized)                        26.7%       20.6%    +610bps
Normalized return on average
 total capital (annualized)                 16.0%       14.1%    +190bps

(a)  Represents  foreign  currency  gains  and  losses  recorded  by our  equity
     investees  in  Brazil.   These  gains  and  losses  are  primarily  due  to
     fluctuations  in the Brazilian  Real to U.S.  dollar  exchange rate and the
     resulting mark-to-market adjustment of the investees' US dollar-denominated
     debt.

(b)  Represents the after-tax  loss recorded in second  quarter 1999  associated
     with the  write-down of equipment  that is being replaced as we continue to
     upgrade our U.S. wireless network.

(c)  Represents foreign investment tax credits generated in prior years.

(d)  Represents the contingent interest and prepayment penalties associated with
     the repayment of the Prime Loan during fourth quarter 1998.

(e)  Represents the after-tax gain associated with additional  proceeds received
     in first  quarter  1998 on the July  1997  sale of ITT  World  Directories,
     included in Other Income (Expense), net.




Software Capitalization


The new  accounting  rules on  capitalization  of internal  software  costs were
adopted in first quarter 1999. The following  table adjusts our 1999  normalized
operating results for the impact of adoption:


                                       Quarter Ended
                                    12/31/99   12/31/98    % Change

Operational and support expenses       $3,742      $3,486        7.3%
Depreciation and amortization           1,166       1,129        3.3%
  Total Operating Expenses             $4,908      $4,615        6.3%

Adjusted:
  Net Income                             $961        $831       15.6%
  Earnings Per Share                     $.51        $.42       21.4%

                                          Year Ended
                                    12/31/99    12/31/98    % Change

Operational and support expenses       $14,327     $12,862      11.4%
Depreciation and amortization            4,592       4,357       5.4%
  Total Operating Expenses             $18,919     $17,219       9.9%

Adjusted:
  Net Income                            $3,540      $3,259       8.6%
  Earnings Per Share                     $1.85       $1.64      12.8%



<PAGE>


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

                                             December 31,         December 31,
                                                 1999                 1998

Assets
Current Assets:
  Cash and cash equivalents                       $1,069               $3,003
  Temporary cash investments                         323                  184
  Accounts receivable--net of
    allowance for uncollectibles
    of $312 and $251                               5,177                4,629
  Material and supplies                              451                  431
  Other current assets                               367                  459
      Total Current Assets                         7,387                8,706

Investments and Advances                           6,062                2,861

Property, Plant and Equipment                     61,009               57,974
  Less: accumulated depreciation                  36,378               34,034
    Property, Plant and Equipment, net            24,631               23,940

Deferred Charges and Other Assets                  1,564                1,028
Intangible Assets, net                             3,774                2,875
Total Assets                                     $43,418              $39,410

Liabilities and Shareholders' Equity
Current Liabilities:
  Debt maturing within one year                   $7,995               $3,454
  Accounts payable                                 1,961                2,219
  Other current liabilities                        3,781                3,477
    Total Current Liabilities                     13,737                9,150

Long-Term Debt                                     8,771                8,715

Noncurrent Liabilities:
  Deferred income taxes                            2,691                2,512
  Unamortized investment tax credits                 126                  167
  Other noncurrent liabilities                     3,299                2,756
    Total Noncurrent Liabilities                   6,116                5,435

Shareholders' Equity:
  Common stock, $1 par value                       2,020                2,020
  Paid-in capital                                  6,771                6,766
  Retained earnings                               11,456                9,479
  Accumulated other comprehensive income            (379)                 (64)
  Shares held in trust and treasury               (4,798)              (1,752)
  Guarantee of ESOP debt                            (276)                (339)
    Total Shareholders' Equity                    14,794               16,110
Total Liabilities and Shareholders' Equity       $43,418              $39,410




<PAGE>


BellSouth Corporation
Consolidated Statements of Income ($ in millions) (unaudited)

Wireline Communications

                                         Quarter Ended
                                     12/31/99    12/31/98    % Change

Operating Revenues
  Local service                       $2,774      $2,575        7.7%
  Network access                       1,183       1,174        0.8%
  Long distance                          147         181      (18.8%)
  Other wireline                         438         341       28.4%
    Total Operating Revenues           4,542       4,271        6.3%
Operating Expenses
  Operational and support expenses     2,113       2,092        1.0%
  Depreciation and amortization          842         854       (1.4%)
    Total Operating Expenses           2,955       2,946        0.3%
Operating Income                       1,587       1,325       19.8%
Interest Expense                         150         142        5.6%
Other Income, net                          -           1         N/M
Income Before Income Taxes             1,437       1,184       21.4%
Provision for Income Taxes               521         427       22.0%
  Segment Net Income(1)                 $916        $757       21.0%


                                         Year Ended
                                     12/31/99    12/31/98    % Change

Operating Revenues
  Local service                      $10,887     $10,033        8.5%
  Network access                       4,761       4,632        2.8%
  Long distance                          608         713      (14.7%)
  Other wireline                       1,516       1,244       21.9%
    Total Operating Revenues          17,772      16,622        6.9%
Operating Expenses
  Operational and support expenses     8,551       8,387        2.0%
  Depreciation and amortization        3,393       3,363        0.9%
    Total Operating Expenses          11,944      11,750        1.7%
Operating Income                       5,828       4,872       19.6%
Interest Expense                         560         551        1.6%
Other Income, net                         18           3         N/M
Income Before Income Taxes             5,286       4,324       22.2%
Provision for Income Taxes             1,971       1,573       25.3%
  Segment Net Income(1)               $3,315      $2,751       20.5%

Selected Financial and Operating Data

                                         Quarter Ended
                                     12/31/99    12/31/98    % Change
(amounts in millions)
EBITDA                                   $2,429      $2,179       11.5%
EBITDA margin                             53.5%       51.0%     +250bps
Convenience feature revenues               $500        $439       13.9%
Access minutes of use                    27,778      26,613        4.4%
Long distance messages                      139         183      (24.0%)
Capital expenditures                     $1,170        $919       27.3%


                                         Year Ended
                                     12/31/99    12/31/98    % Change
(amounts in millions)
EBITDA                                   $9,221      $8,235       12.0%
EBITDA margin                             51.9%       49.5%     +240bps
Convenience feature revenues             $1,911      $1,636       16.8%
Access minutes of use                   110,088     104,373        5.5%
Long distance messages                      644         784      (17.9%)
Capital expenditures                     $4,638      $3,512       32.1%

                                             As of
                                      12/31/99    12/31/98    % Change

Debt ratio                                51.6%       47.8%     +380bps
Equivalent access lines in
  service (thousands):
    Switched access lines               24,477      24,025        1.9%
    Access line equivalents             20,375      14,744       38.2%
Total equivalent access
  lines in service                      44,852      38,769       15.7%
Telephone employees                     64,160      60,561        5.9%




<PAGE>


BellSouth Corporation
Supplemental Operating Data  (in thousands)

Wireline Communications  Network Access Lines In Service(a)

                                                     As of
                                             12/31/99      12/31/98   % Change


Switched access lines
  Residence                                   16,958        16,457      3.0%
  Business                                     7,254         7,294     (0.5%)
  Other                                          265           274     (3.3%)
    Total switched access lines in service    24,477        24,025      1.9%
Access line equivalents(b)(c)
  Selected digital data services:
    Basic rate ISDN                              221           178     24.2%
    Primary rate ISDN                            867           526     64.8%
    DS0                                          706           445     58.7%
    DS1                                        4,463         3,455     29.2%
    DS3 & higher                              14,118        10,140     39.2%
      Total digital data lines in service     20,375        14,744     38.2%

Total equivalent access lines in service      44,852        38,769     15.7%

(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 are derived by converting high capacity data lines
     to the  estimated  capacity of one  switched  access line.  The  conversion
     factors used are as follows: Basic rate ISDN=2.5 DS0s, ADSL=6 DS0s, Primary
     rate ISDN=24 DS0s, DS1=24 DS0s,  DS3=672 DS0s,  OC3=2,016 DS0s,  OC12=8,064
     DS0s,  OC24=16,128  DS0s and  OC48=32,256  DS0s.  Basic rate ISDN lines are
     included in our switched access line count as equaling one line.

(c)  Revenues  associated  with  digital data lines are derived from the sale of
     specific  high-bandwidth  products provisioned over transmission lines with
     DS0 or  greater  capacity.  While  access  line  equivalent  counts  have a
     directional  relationship  with  digital and data  revenues,  growth  rates
     cannot be compared on an equivalent basis.







<PAGE>


BellSouth Corporation
Consolidated Statements of Income ($ in millions) (unaudited)

Domestic Wireless(2)

                         Quarter Ended                   Year Ended
                      12/31/99  12/31/98 % Change   12/31/99  12/31/98 % Change

Operating revenues        $837     $707     18.4%     $3,204   $2,730     17.4%

Segment net income(1)      $48      $61    (21.3%)      $234     $283    (17.3%)

Total assets            $6,097   $6,540     (6.8%)


Proportionate Basis(3)  Selected Financial and Operating Data

                                   Quarter Ended
                               12/31/99  12/31/98 % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)          $782     $713      9.7%
Net income(5)                       $48      $49     (2.0%)
Operating cash flow(7)             $286     $265      7.9%
Operating cash flow margin(8)     36.6%    37.2%    -60bps
Customer net adds in period
 (excluding ownership changes)      198      258    (23.3%)
Average monthly revenue per
  customer(9)                       $53      $52      1.9%


                                  Year Ended
                               12/31/99  12/31/98   % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)        $2,999   $2,717       10.4%
Net income(5)                      $235     $278      (15.5%)
Operating cash flow(7)           $1,147   $1,109        3.4%
Operating cash flow margin(8)     38.2%    40.8%     -260bps
Customer net adds in period
 (excluding ownership changes)      679      754       (9.9%)
Average monthly revenue per
  customer(9)                       $51      $52       (1.9%)

                                 As of
                               12/31/99    12/31/98   % Change

Customers                         5,337      4,796       11.3%
POPs                             58,662     58,122        0.9%
Penetration rate(10)               9.4%       9.2%      +20bps
Property, plant and
  equipment, gross               $4,588     $4,929       (6.9%)



Normalized Financial and Operating Data

During  the  fourth  quarter  of  1998,  we  reorganized  our  Los  Angeles  and
Houston/Galveston  cellular  partnerships with AT&T. During the third quarter of
1999, we sold our Honolulu Cellular Operations.  In the following table, we have
restated the prior period  financial and operating data to reflect these changes
and provide more meaningful comparative information for existing operations.

                                   Quarter Ended
                                12/31/99    12/31/98   % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)             $782       $675       15.9%
Customers                            5,337      4,676       14.1%
POPs                                58,662     57,242        2.5%
Penetration rate(10)                  9.4%       9.2%      +20bps

                                     Year Ended
                                12/31/99    12/31/98   % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)           $2,961     $2,568       15.3%




<PAGE>


BellSouth Corporation
Consolidated Statements of Income ($ in millions) (unaudited)

International Operations(2)

                      Quarter Ended
                    12/31/99    12/31/98   % Change

Operating revenues      $589       $545        8.1%

Segment net income
 (loss)(1)(6)           ($43)      ($40)       7.5%

Total assets          $4,869     $4,449        9.4%

                           Year Ended
                    12/31/99    12/31/98   % Change

Operating revenues    $2,291     $1,995       14.8%

Segment net income
 (loss)(1)(6)            ($4)      ($62)        N/M



Proportionate Basis(3)  Selected Financial and Operating Data

                                     Quarter Ended
                                  12/31/99    12/31/98   % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)               $781       $668       16.9%
Net income  (5)(6)                      ($16)      ($24)     (33.3%)
Operating cash flow(7)                  $186       $174        6.9%
Operating cash flow margin(8)          23.8%      26.0%     -220bps
Customer net adds in period
 (excluding ownership changes)           630        483       30.4%
Average monthly revenue per
 customer(9)                             $42        $65      (35.4%)

                                     Year Ended
                                  12/31/99    12/31/98   % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)             $2,944     $2,187       34.6%
Net income  (5)(6)                       $54         $7         N/M
Operating cash flow(7)                  $779       $570       36.7%
Operating cash flow margin(8)          26.5%      26.1%      +40bps
Customer net adds in period
 (excluding ownership changes)         2,312      1,394       65.9%
Average monthly revenue per
 customer(9)                             $48        $65      (26.2%)


                                         As of
                                  12/31/99    12/31/98   % Change
Wireless:
     Customers                         5,856      3,439       70.3%
     POPs                            146,895    108,313       35.6%
Penetration rate(10)                    4.7%       3.5%     +120bps
Property, plant and
  equipment, gross                    $3,579     $3,013       18.8%



Normalized Financial and Operating Data

During 1998,  we sold our interest in BellSouth  New Zealand.  In the  following
table,  we have  excluded  this  operation  from the prior period  financial and
operating data to provide more meaningful  comparative  information for existing
operations.

                                      Quarter Ended
                                   12/31/99    12/31/98   % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)               $781       $662       18.0%
Customers                              5,856      3,439       70.3%
POPs                                 146,895    108,313       35.6%
Penetration rate(10)                    4.7%       3.5%     +120bps

                                      Year Ended
                                   12/31/99    12/31/98   % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)             $2,944     $2,119       38.9%
<PAGE>


BellSouth Corporation
Supplemental Operating Data - International Customers and POPs by Country
(Proportionate Basis(3) in thousands)
                                                 Customers As of
       Country            Brand             12/31/99     12/31/98    % Change

Argentina                Movicom                 761          575       32.3%
                        Interior                   -            -          -
Brazil               BCP (Sao Paulo)             574          292       96.6%
                     BCP (Northeast)             206           58         N/M
Chile             BellSouth (Santiago)           339          192       76.6%
Chile             BellSouth (Interior)            13            -         N/M
Ecuador                 BellSouth                166          103       61.2%
Nicaragua               BellSouth                 34           15      126.7%
Panama                BSC de Panama               53           22      140.9%
Peru                 Tele2000 (Lima)             286          140      104.3%
                   Tele2000 (Interior)             7            -          -
Uruguay                  Movicom                  53           24      120.8%
Venezuela                Telcel                1,734          913       89.9%
Guatemala               Guatemala                  -            -         N/M

 Subtotal Latin America                        4,226        2,334       81.1%

Denmark                  Sonofon                 379          333       13.8%
Germany                  e-plus                  767          404       89.9%
India                    SkyCell                   5            4          -
Israel                   Cellcom                 479          364       31.6%

     Subtotal Europe and Asia/Pacific          1,630        1,105       47.5%

Total International                            5,856        3,439       70.3%

                                                  POPs As of
       Country            Brand            12/31/99     12/31/98    % Change

Argentina                Movicom                8,775        8,515        3.1%
                        Interior               14,690            -         N/M
Brazil               BCP (Sao Paulo)            8,049        8,004        0.6%
                     BCP (Northeast)           12,451       12,451           -
Chile             BellSouth (Santiago)          7,400        7,400           -
Chile             BellSouth (Interior)          7,400            -         N/M
Ecuador                 BellSouth              10,996       10,906        0.8%
Nicaragua               BellSouth               2,581        2,581           -
Panama                BSC de Panama             1,180        1,135           -
Peru                 Tele2000 (Lima)            6,776        4,133       63.9%
                   Tele2000 (Interior)         16,456       10,037       64.0%
Uruguay                  Movicom                  966          966           -
Venezuela                Telcel                18,132       17,742        2.2%
Guatemala               Guatemala               6,600            -         N/M

 Subtotal Latin America                       122,452       83,870       46.0%

Denmark                  Sonofon                2,465        2,465           -
Germany                  e-plus                18,545       18,545           -
India                    SkyCell                1,348        1,348           -
Israel                   Cellcom                2,085        2,085           -

     Subtotal Europe and Asia/Pacific          24,443       24,443           -

Total International                           146,895      108,313       35.6%






<PAGE>


BellSouth Corporation
Consolidated Statements of Income ($ in millions) (unaudited)

Advertising and Publishing

                          Quarter Ended                    Year Ended
                       12/31/99  12/31/98 % Change  12/31/99  12/31/98 % Change

Operating revenues        $730      $680     7.4%    $2,028    $1,891     7.2%
Segment net income(1)     $214      $199     7.5%      $556      $530     4.9%
Total assets            $1,662    $1,288    29.0%


Selected Financial and Operating Data

                     Quarter Ended                  Year Ended
                 12/31/99  12/31/98 % Change   12/31/99  12/31/98  % Change

EBITDA              $348      $329     5.8%       $932      $874      6.6%
EBITDA margin      47.7%     48.4%   -70bps      46.0%     46.2%    -20bps








Other

                         Quarter Ended               Year Ended
                     12/31/99 12/31/98  % Change  12/31/99  12/31/98  % Change

Operating revenues      $187      $99     88.9%      $651      $340     91.5%
Segment net loss(1)     ($60)    ($89)    32.6%     ($215)    ($210)    (2.4%)
Total assets          $1,380   $1,273      8.4%








<PAGE>


BellSouth Corporation
Notes

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

(2)  Domestic wireless and international operations financial and operating data
     are reported one month in arrears,  except for domestic wireless  customers
     and POPs which are presented as of quarter end.

(3)  Proportionate  basis  financial  and  operating  data reflect our ownership
     interest  in  the  total  operating   results  for  each  of  our  wireless
     properties,  both domestic and  international,  whether or not consolidated
     for  financial  statement   presentation   purposes.   Proportionate  basis
     customers and POPs represent end of period  customers and estimated  market
     population,  respectively,  multiplied  by  our  ownership  interest  in  a
     licensee operating in that market.

(4)  Wireless revenues, net includes activation fees, access,  airtime,  roaming
     (net),  long  distance,  equipment  sales,  value added  services and other
     revenue.  Proportionate  domestic  wireless  revenues have been adjusted to
     include the cost of equipment sold to customers.

(5)  Net income (loss) represents our  proportionate  interest in the net income
     (loss) of the  respective  operations  and does not include gains  (losses)
     from the sale of  properties or  development  expenses for markets prior to
     service initiation.

(6)  International  operations' fourth quarter and year-to-date 1999 segment net
     income  (loss) and  proportionate  basis net  income  (loss)  excludes  $47
     million  in gains and $308  million  in  losses,  respectively,  related to
     fluctuations  in the  Brazilian  Real to U.S.  dollar  exchange  rate.  The
     results for the 1999  year-to-date  period also exclude $95 million related
     to the recognition of foreign investment tax credits.

(7)  Operating cash flow is defined as operating  income plus  depreciation  and
     amortization.  While  it  represents  our  proportionate  interest  in  the
     operating entities' operating cash flows, it does not necessarily represent
     cash available to us.

(8)  Operating cash flow margin is calculated by dividing operating cash flow by
     wireless revenues, net.

(9)  Average  monthly  revenue per customer is  calculated  by dividing  average
     monthly revenue by average  proportionate basis customers.  Average monthly
     revenue includes  activation fees,  access,  airtime,  roaming (net),  long
     distance and value added services.

(10) Penetration rate is calculated by dividing proportionate basis customers by
     proportionate  basis POPs  (excludes  POPs in markets where service has not
     been initiated).




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