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BellSouth Reports Fourth Quarter Earnings

28 January 2006

BellSouth Corporation (NYSE: BLS) announced fourth quarter 2005 earnings per share (EPS) from continuing operations of 34 cents, up 36 percent compared to the fourth quarter of 2004. Normalized EPS from continuing operations was 53 cents, a 36 percent increase compared to the fourth quarter of 2004.


A list of normalizing items is provided in the table below.


"BellSouth is delivering solid revenue growth and strong earnings growth," said Duane Ackerman, Chairman and Chief Executive Officer. "BellSouth's earnings for the quarter reflect the value of our asset mix as the industry continues to undergo a transition to new services and new competition emerges."


Normalized Results from Continuing Operations


Normalized results from continuing operations include BellSouth's 40 percent proportionate share of Cingular's revenues and expenses. Cingular completed its acquisition of AT&T Wireless on October 26, 2004. Results prior to the acquisition date have not been restated. The Company is conforming its normalized financial reporting to align to industry peers for the treatment of purchased intangible assets. Normalized results exclude the non-cash amortization of purchased intangibles created in Cingular's acquisition of AT&T Wireless. Prior periods have been recast for the change. (Reconciliation attached).


For the fourth quarter of 2005, normalized revenue was $8.7 billion. Normalized revenue for the quarter was up nearly 2 percent sequentially driven by DSL growth and Cingular customer growth. Normalized net income of $965 million grew $27 million compared to the third quarter of 2005.


For the full year of 2005, BellSouth normalized revenues reached $34 billion, over 40 percent of which came from Cingular Wireless. Full year 2005 normalized EPS was $2.00, a 7 percent increase compared to 2004 as higher contribution from the combined Cingular/AT&T Wireless offset financing costs associated with this transaction and pressures in the wireline business.


Reported Results from Continuing Operations


For the fourth quarter of 2005, BellSouth's consolidated reported revenue from continuing operations totaled $5.2 billion, up nearly 2 percent compared to the same quarter of 2004. Income from continuing operations was $618 million compared to $453 million in the same quarter of the previous year. For the full year of 2005, income from continuing operations was $2.9 billion compared to $3.4 billion for the full year of 2004. Reported results for the quarter and for the year include the financial impacts associated with the damage from Hurricane Katrina.


BellSouth finished 2005 with strong cash flow and a solid balance sheet. For the full year of 2005, operating free cash flow (defined as net cash provided by operating activities less capital expenditures) was $3.3 billion. Capital expenditures for the year amounted to $3.5 billion, including expenditures related to restoration for damages from Hurricane Katrina. The Company reduced debt by $3.4 billion in 2005 and repurchased nearly $1 billion of its outstanding shares during the fourth quarter. In October 2005, the board of directors authorized the repurchase of up to $2 billion of common stock through the end of 2007. The dividend for the fourth quarter was 29 cents per share or $1.16 per share annualized.


Summary of Impacts from Hurricane Katrina


During the fourth quarter of 2005, revenue was reduced by $48 million due to Katrina-related billing credits and the Company estimates approximately 60,000 access lines were disconnected in the affected area. The Company incurred $244 million of incremental expense and $189 million of incremental capital during the fourth quarter.


For the full year, revenue credits totaled $111 million across all three business segments. The Company estimates approximately 100,000 access lines have been disconnected as a result of the hurricane. We have seen some above trend inward movement in other wire centers, presumably from customers relocating within our markets and from businesses migrating to New Orleans to participate in reconstruction, but it is difficult to estimate the extent of this impact.


For the year, incremental expenses for wireline network restoration and capital are approximately $500 million. On Sept. 6, 2005, BellSouth made an initial estimate of the future cost for network restoration, including capital and expense, of $400 million to $600 million. Based on current assessments to complete the restoration effort, the Company now expects this amount to total $700 million to $900 million. 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 amount of covered losses, net of our deductible, is approximately $250 million. The actual recovery will vary depending on the outcome of the insurance loss adjustment effort.


Communications Group


In the fourth quarter of 2005, Communications Group revenue was $4.7 billion, nearly a 1 percent increase compared to the same quarter of 2004. Operating margin was 21.9 percent compared to 21.6 percent for the same quarter of the previous year.


For the full year of 2005, Communications Group revenue held steady at $18.5 billion. The Consumer and Small Business market segments delivered solid revenue growth with DSL and long distance service revenue outpacing revenue declines from residential access line loss. Full year operating margin was 23.0 percent compared to 25.0 percent for the full year of 2004. The 2005 operating margin was impacted by higher retiree medical expense, overtime expenses from severe weather and Katrina billing credits.


BellSouth is focused on driving broadband penetration and served nearly 2.9 million broadband DSL customers at year-end. During the fourth quarter of 2005, the Company added 204,000 net DSL customers driven by the continued success of BellSouth's new simplified pricing and improving churn. To meet market demand for faster broadband speeds, BellSouth introduced an up to 6 Mbps DSL service in limited areas during the quarter and, in early January 2006, lowered the price on the up to 3 Mbps DSL service to $37.95. Both actions offer customers opportunities to increase their broadband speed at attractive price points.


For the fourth quarter, network data revenue was $1.25 billion, up 7.7 percent from the same period of the prior year. Retail data revenue grew 15.9 percent from the same period last year driven by a 32.5 percent increase in retail DSL revenue and 4.4 percent growth in revenue from other retail data services. Wholesale data declined 2.8 percent as growth in wholesale services to wireless carriers partially offset declines in traditional wholesale data transport services. For the year, network data revenue grew 5.1 percent totaling more than $4.7 billion.


BellSouth customers continue to want simple, reliable communications services conveniently combined in a package. Customers can bundle DSL, long distance, DIRECTV(R) and Cingular Wireless under the BellSouth Answers(R) bundles. By the end of 2005, more than 4.9 million residential customers combined their services under BellSouth Answers(R), a more than 43 percent penetration of its retail residential lines. In addition, BellSouth now serves almost 7.2 million long distance customers, a 57.7 percent penetration of its mass-market customer base, and a total of 523,000 customers have included DIRECTV(R) services in their communications packages at year-end.


While access lines were down 6.2 percent for the year, revenues grew as a result of higher penetration of broadband and long distance services. As of Dec. 31, 2005, total access lines were 20.0 million, down 409,000 compared to Sept. 30, 2005. Other than the 60,000 estimated disconnects associated with Hurricane Katrina, 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 189,000. Retail business access lines increased 12,000 driven by Small Business gains. As expected, Commercial Agreement/UNE-P (Unbundled Network Elements-Platform) access lines resold by BellSouth competitors were down compared to Sept. 30, 2005.


Cingular Wireless


Cingular's strong results were a key driver of BellSouth's earnings growth. The nation's largest wireless carrier ended the fourth quarter of 2005 with 54.1 million cellular/PCS subscribers, an increase of 5 million compared to the year-ago fourth quarter. During the quarter, Cingular delivered record net customer additions of 1.8 million. Retail customer additions were approximately 840,000 reflecting steady growth in postpaid customers and an increase in GoPhone(R) prepaid subscribers. Seasonal reseller promotional activity drove strong resale customer additions. Monthly subscriber churn was 2.1 percent - Cingular's best-ever overall churn results. Postpaid churn improved to 1.9 percent.


In the fourth quarter of 2005, Cingular's revenues were $8.8 billion, up 9.4 percent over fourth quarter 2004 pro forma revenue and up 1.2 percent sequentially.


Average revenue per user (ARPU) in the fourth quarter of 2005 was $48.86, a decline of 2.2 percent from fourth quarter 2004 pro forma ARPU, reflecting pressure on voice revenues partially offset by continued increases in data services. ARPU from data services showed strong growth in the fourth quarter of 2005, reaching $4.71, a nearly 9 percent increase compared to the third quarter of 2005. The increasing popularity and availability of downloadable games, ringtones, and text messaging is driving data ARPU.


Normalized operating income before depreciation and amortization (OIBDA) margin for the fourth quarter of 2005 was 31.0 percent, which was an improvement of 760 basis points compared to year-ago fourth quarter results but a sequential decline of 60 basis points due to anticipated seasonal factors. The year-over-year margin improvement reflects the addition of 5 million customers, progress on merger synergies including increased productivity, economies of scale and lower churn.


In the fourth quarter of 2005, Cingular became the first carrier in the world to operate a commercial UMTS/HSDPA network, which provides industry- leading data throughputs with speeds of 400 to 700 Kbps. Cingular deployed UMTS/HSDPA in 16 markets during the quarter and plans to have most of the top 100 markets launched by the end of 2006. In addition, Cingular brought a Push-to-Talk (PTT) offer to market during the fourth quarter of 2005.


Advertising & Publishing


In the fourth quarter of 2005, Advertising & Publishing revenue was $529 million, up slightly compared to the same quarter of 2004. Adjusting for $16 million in billing credits associated with Hurricane Katrina, revenue grew 3.2 percent.


For the full year of 2005, Advertising & Publishing revenue was up 2 percent compared to 2004 (3.2 percent when adjusted for the full year Katrina billing credits). Revenue growth was driven by increasing online advertising and new print services. For the full year of 2005, online advertising revenue grew 39 percent to more than $100 million. During the quarter the Company enhanced its online services by completing the rollout of YELLOWPAGES.COM(TM) from BellSouth(R). Advertising & Publishing operating margins remained strong at 46.3 percent for the full year.


Normalizing Items


For the fourth quarter and for the full year of 2005, the difference between reported (GAAP) EPS from continuing operations and normalized EPS is shown in the following table:


4Q05 FY05


GAAP Diluted EPS - Income from


continuing operations $0.34 $1.59


Hurricane-related expenses: $0.08 $0.19


Asset impairment $0.00 $0.06


Uncollectibles $0.00 $0.01


Other $0.01 $0.02


Restoration $0.07 $0.10


Wireless merger integration


costs $0.04 $0.11


Wireless merger intangible


amortization $0.05 $0.20


Gain on sale of Cellcom ($0.12)


Debt extinguishment costs $0.01


Severance costs $0.03 $0.03


Deferred revenue


adjustment ($0.02) ($0.02)


Normalized Diluted EPS


- Income from continuing


operations (1) $0.53 $2.00


(1) Does not sum due to rounding


Hurricane-related expenses - Represents asset impairment charges, incremental labor and material costs related to service restoration and network repairs and incremental uncollectible expense. These expenses are comprised of Hurricane Katrina charges related to BellSouth's wireline business and its 40 percent share of Cingular Wireless' hurricane expenses.


Wireless merger integration costs - Represents BellSouth's 40 percent share of wireless merger integration costs 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.


Gain on sale of Cellcom - Gain related to sale of Cellcom, a cellular communications operator in Israel.


Debt extinguishment costs - Represents one-time expenses associated with the early extinguishment of long-term debt in the first and second quarters of 2005.


Severance costs - Represents the net severance-related costs recorded in the fourth quarter of 2005 associated with workforce reductions.


Deferred revenue adjustment - Represents the current recognition of $47 million of previously deferred revenue in the Communications Group segment. The adjustment relates to a system coding error that resulted in underreporting revenues in prior periods. The amount accumulated over multiple years and did not affect any one year by more than $9 million.


About BellSouth Corporation


BellSouth Corporation is a Fortune 100 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 54.1 million customers.


Backed by award-winning customer service, BellSouth offers the most comprehensive and innovative package of voice and data services available in the market. Through BellSouth Answers(R), residential and small business customers can bundle their local and long distance service with dial-up and high-speed DSL Internet access, satellite television and Cingular(R) Wireless service. For businesses, BellSouth provides secure, reliable local and long distance voice and data networking solutions. BellSouth also offers print and online directory advertising through The Real Yellow Pages(R) and YELLOWPAGES.COM(TM) from BellSouth(R).


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


Further information about BellSouth and Cingular's fourth 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 beginning at approximately 1 p.m. (ET) today.


A replay of the call will be available beginning at approximately 1 p.m. (ET) today, through Feb. 1, 2006, and can be accessed by dialing:


Domestic: 800-642-1687 - Conference ID: 3339634


International: 706-645-9291 - Conference ID: 3339634


In addition to historical information, this document may contain forward- looking statements regarding events and financial trends. Factors that could affect future results and could cause 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 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.


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.


4Q05 4Q04 Growth 3Q05 Growth


Operating Revenues


Communications group $4,702 $4,613 1.9% $4,558 3.2%


Advertising and publishing 525 524 0.2% 506 3.8%


All other 15 9 66.7% 8 87.5%


Total Operating Revenues 5,242 5,146 1.9% 5,072 3.4%


Operating Expenses


Cost of services and products 2,205 2,052 7.5% 2,017 9.3%


Selling, general &


administrative expenses 1,040 1,072 -3.0% 996 4.4%


Depreciation and amortization 905 916 -1.2% 922 -1.8%


Provision for restructuring and


asset impairments 95 18 * 166 -42.8%


Total Operating Expenses 4,245 4,058 4.6% 4,101 3.5%


Operating Income 997 1,088 -8.4% 971 2.7%


Interest Expense 274 270 1.5% 274 0.0%


Other Income (Expense), net 144 (177) 181.4% 512 -71.9%


Income from Continuing Operations


before Income Taxes and


Discontinued Operations 867 641 35.3% 1,209 -28.3%


Provision for Income Taxes 249 188 32.4% 392 -36.5%


Income from Continuing Operations 618 453 36.4% 817 -24.4%


Income (Loss) from Discontinued


Operations, net of tax - 911 * - *


Net Income $618 $1,364 -54.7% $817 -24.4%


Diluted:


Weighted Average Common Shares


Outstanding 1,818 1,836 -1.0% 1,836 -1.0%


Earnings Per Share:


Income from Continuing


Operations $0.34 $0.25 36.0% $0.44 -22.7%


Income from Discontinued


Operations $0.00 $0.50 * $0.00 *


Net Income $0.34 $0.74 -54.1% $0.44 -22.7%


* - Not meaningful.


Selected Financial and Operating Data


Operating income $997 $1,088 -8.4% $971 2.7%


Operating margin 19.0% 21.1% -210bps 19.1% -10bps


Declared dividends per share $0.29 $0.27 7.4% $0.29 0.0%


Capital expenditures excluding


Hurricane Katrina $803 $1,059 -24.2% $864 -7.1%


Total capital expenditures $992 $1,059 -6.3% $886 12.0%


Common shares outstanding 1,796 1,831 -1.9% 1,831 -1.9%


Book value per share $13.08 $12.60 3.8% $13.28 -1.5%


Year-to-Date


2005 2004 Growth


Operating Revenues


Communications group $18,451 $18,256 1.1%


Advertising and publishing 2,046 2,005 2.0%


All other 50 39 28.2%


Total Operating Revenues 20,547 20,300 1.2%


Operating Expenses


Cost of services and products 8,067 7,520 7.3%


Selling, general & administrative


expenses 3,873 3,816 1.5%


Depreciation and amortization 3,661 3,636 0.7%


Provision for restructuring and


asset impairments 276 39 *


Total Operating Expenses 15,877 15,011 5.8%


Operating Income 4,670 5,289 -11.7%


Interest Expense 1,124 916 22.7%


Other Income (Expense), net 756 813 -7.0%


Income from Continuing Operations


before Income Taxes and


Discontinued Operations 4,302 5,186 -17.0%


Provision for Income Taxes 1,389 1,792 -22.5%


Income from Continuing Operations 2,913 3,394 -14.2%


Income (Loss) from Discontinued


Operations, net of tax 381 1,364 -72.1%


Net Income $3,294 $4,758 -30.8%


Diluted:


Weighted Average Common Shares


Outstanding 1,829 1,836 -0.4%


Earnings Per Share:


Income from Continuing


Operations $1.59 $1.85 -14.1%


Income from Discontinued


Operations $0.21 $0.74 -71.6%


Net Income $1.80 $2.59 -30.5%


Selected Financial and Operating Data


Operating income $4,670 $5,289 -11.7%


Operating margin 22.7% 26.1% -340 bps


Declared dividends per share $1.14 $1.06 7.5%


Capital expenditures excluding


Hurricane Katrina $3,246 $3,193 1.7%


Total capital expenditures $3,457 $3,193 8.3%


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.


4Q05 4Q04 Growth 3Q05 Growth


Operating Revenues


Communications group $4,576 $4,548 0.6% $4,480 2.1%


Wireless 3,539 2,848 24.3% 3,499 1.1%


Advertising and publishing 525 524 0.2% 506 3.8%


All other 16 9 77.8% 9 77.8%


Total Operating Revenues 8,656 7,929 9.2% 8,494 1.9%


Operating Expenses


Cost of services and products 3,370 3,039 10.9% 3,250 3.7%


Selling, general, &


administrative expenses 2,135 2,148 -0.6% 2,084 2.4%


Depreciation and amortization 1,359 1,313 3.5% 1,343 1.2%


Total Operating Expenses 6,864 6,500 5.6% 6,677 2.8%


Operating Income 1,792 1,429 25.4% 1,817 -1.4%


Interest Expense 377 368 2.4% 374 0.8%


Other Income (Expense), net 48 35 37.1% 38 26.3%


Income Before Income Taxes 1,463 1,096 33.5% 1,481 -1.2%


Provision for Income Taxes 498 376 32.4% 543 -8.3%


Net Income $965 $720 34.0% $938 2.9%


Diluted:


Weighted Average Common Shares


Outstanding 1,818 1,836 -1.0% 1,836 -1.0%


Earnings Per Share $0.53 $0.39 35.9% $0.51 3.9%


* - Not meaningful.


Selected Financial and Operating Data


Operating income $1,792 $1,429 25.4% $1,817 -1.4%


Operating margin 20.7% 18.0% 270 bps 21.4% -70 bps


Declared dividends per share $0.29 $0.27 7.4% $0.29 0.0%


Capital expenditures excluding


Hurricane Katrina $803 $1,059 -24.2% $864 -7.1%


Total capital expenditures $992 $1,059 -6.3% $886 12.0%


Common shares outstanding 1,796 1,831 -1.9% 1,831 -1.9%


Book value per share $13.08 $12.60 3.8% $13.28 -1.5%


Total employees 63,066 62,564 0.8% 63,049 0.0%


Year-to-Date


2005 2004 Growth


Operating Revenues


Communications group $18,114 $18,091 0.1%


Wireless 13,773 7,826 76.0%


Advertising and publishing 2,046 2,005 2.0%


All other 51 39 30.8%


Total Operating Revenues 33,984 27,961 21.5%


Operating Expenses


Cost of services and products 13,119 10,180 28.9%


Selling, general, &


administrative expenses 8,369 6,641 26.0%


Depreciation and amortization 5,439 4,709 15.5%


Total Operating Expenses 26,927 21,530 25.1%


Operating Income 7,057 6,431 9.7%


Interest Expense 1,546 1,184 30.6%


Other Income (Expense), net 218 54 *


Income Before Income Taxes 5,729 5,301 8.1%


Provision for Income Taxes 2,068 1,862 11.1%


Net Income $3,661 $3,439 6.5%


Diluted:


Weighted Average Common Shares


Outstanding 1,829 1,836 -0.4%


Earnings Per Share $2.00 $1.87 7.0%


Selected Financial and Operating Data


Operating income $7,057 $6,431 9.7%


Operating margin 20.8% 23.0% -220 bps


Declared dividends per share $1.14 $1.06 7.5%


Capital expenditures excluding


Hurricane Katrina $3,246 $3,193 1.7%


Total capital expenditures $3,457 $3,193 8.3%


BellSouth Corporation


Normalized Earnings Summary and Reconciliation to Reported Results


(amounts in millions, except per share data)


Fourth Quarter 2005


Discontinued Continuing


Operations Operations


GAAP C (GAAP - C)


Operating Revenues $5,242 $- $5,242


Operating Expenses 4,245 - 4,245


Operating Income 997 - 997


Interest Expense 274 - 274


Other Income (Expense), net 144 - 144


Income from Continuing Operations


before Income Taxes 867 - 867


Provision for Income Taxes 249 - 249


Income from Continuing Operations 618 - 618


Income (Loss) from Discontinued


Operations, net of tax - - -


Net Income $618 $0 $618


Diluted Earnings Per Share * $0.34 $- $0.34


* Normalized earnings per share for fourth quarter 2005 does not sum


due to rounding.


Normalizing Items


Wireless


Merger Merger Hurri-


Integra- Intangible Debt cane


tion Amortiz- Exting. related


Cingular Costs ation Costs Expenses


A E L F G


Operating Revenues $3,461 $- $- $- $-


Operating Expenses 3,242 (131) (152) - (244)


Operating Income 219 131 152 - 244


Interest Expense 103 - - - -


Other Income (Expense), net (96) - - - -


Income from Continuing Operations


before Income Taxes 20 131 152 - 244


Provision for Income Taxes 20 53 62 - 95


Income from Continuing Operations - 78 90 - 149


Income (Loss) from Discontinued


Operations, net of tax - - - - -


Net Income $0 $78 $90 $0 $149


Diluted Earnings Per Share * $- $0.04 $0.05 $- $0.08


Normalizing Items


Sale Deferred


of Revenue


Cellcom Severance Adjustment


I J K Normalized


Operating Revenues $- $- $(47) $8,656


Operating Expenses - (96) - 6,864


Operating Income - 96 (47) 1,792


Interest Expense - - - 377


Other Income (Expense), net - - - 48


Income from Continuing Operations


before Income Taxes - 96 (47) 1,463


Provision for Income Taxes - 37 (18) 498


Income from Continuing Operations - 59 (29) 965


Income (Loss) from Discontinued


Operations, net of tax - - - -


Net Income $0 $59 $(29) $965


Diluted Earnings Per Share * $- $0.03 $(0.02) $0.53


Year-to-Date 2005


Discontinued Continuing


Operations Operations


GAAP C (GAAP - C)


Operating Revenues $20,547 $- $20,547


Operating Expenses 15,877 - 15,877


Operating Income 4,670 - 4,670


Interest Expense 1,124 - 1,124


Other Income (Expense), net 756 - 756


Income from Continuing Operations


before Income Taxes 4,302 - 4,302


Provision for Income Taxes 1,389 - 1,389


Income from Continuing Operations 2,913 - 2,913


Income (Loss) from Discontinued


Operations, net of tax 381 (381) -


Net Income $3,294 $(381) $2,913


Diluted Earnings Per Share * $1.80 $(0.21) $1.59


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


to rounding.


Normalizing Items


Wireless


Merger Merger Hurri-


Integra- Intangible Debt cane


tion Amortiz- Exting. related


Cingular Costs ation Costs Expenses


A E L F G


Operating Revenues $13,484 $- $- $- $-


Operating Expenses 12,753 (350) (685) - (572)


Operating Income 731 350 685 - 572


Interest Expense 422 - - - -


Other Income (Expense), net (229) - - 42 -


Income from Continuing Operations


before Income Taxes 80 350 685 42 572


Provision for Income Taxes 80 153 311 16 223


Income from Continuing Operations - 197 374 26 349


Income (Loss) from Discontinued


Operations, net of tax - - - - -


Net Income $0 $197 $374 $26 $349


Diluted Earnings Per Share * $- $0.11 $0.20 $0.01 $0.19


Normalizing Items


Sale Deferred


of Revenue


Cellcom Severance Adjustment


I J K Normalized


Operating Revenues $- $- $(47) $33,984


Operating Expenses - (96) - 26,927


Operating Income - 96 (47) 7,057


Interest Expense - - - 1,546


Other Income (Expense), net (351) - - 218


Income from Continuing Operations


before Income


Taxes (351) 96 (47) 5,729


Provision for Income Taxes (123) 37 (18) 2,068


Income from Continuing Operations (228) 59 (29) 3,661


Income (Loss) from Discontinued


Operations, net of tax - - - -


Net Income $(228) $59 $(29) $3,661


Diluted Earnings Per Share * $(0.12) $0.03 $(0.02) $2.00


BellSouth Corporation


Normalized Earnings Summary and Reconciliation to Reported Results


(amounts in millions, except per share data)


Fourth Quarter 2004 (1)


Discontinued Continuing


Operations Operations


GAAP C (GAAP - C)


Operating Revenues $5,146 $- $5,146


Operating Expenses 4,058 - 4,058


Operating Income 1,088 - 1,088


Interest Expense 270 - 270


Other Income (Expense), net (177) - (177)


Income from Continuing Operations


before Income Taxes 641 - 641


Provision for Income Taxes 188 - 188


Income from Continuing Operations 453 - 453


Income (Loss) from Discontinued


Operations, net of tax 911 (911) -


Net Income $1,364 $(911) $453


Diluted Earnings Per Share * $0.74 $(0.50) $0.25


* Normalized earnings per share for fourth quarter 2004 does not sum due


to rounding.


Normalizing Items


Merger


Integration


Hurricane- / FV Adj


related / Lease


Cingular Expenses Acctg. Adj


A G H


Operating Revenues $2,783 $- $-


Operating Expenses 2,905 (126) (149)


Operating Income (122) 126 149


Interest Expense 98 - -


Other Income (Expense), net 193 - 19


Income from Continuing Operations


before Income Taxes (27) 126 168


Provision for Income Taxes (27) 49 76


Income from Continuing Operations - 77 92


Income (Loss) from Discontinued


Operations, net of tax - - -


Net Income $0 $77 $92


Diluted Earnings Per Share * $- $0.04 $0.05


Normalizing Items


Wireless


Merger Severance/


Intangible Lease Term.


Amortization Payments


L J Normalized


Operating Revenues $- $- $7,929


Operating Expenses (159) (29) 6,500


Operating Income 159 29 1,429


Interest Expense - - 368


Other Income (Expense), net - - 35


Income from Continuing Operations


before Income Taxes 159 29 1,096


Provision for Income Taxes 79 11 376


Income from Continuing Operations 80 18 720


Income (Loss) from Discontinued


Operations, net of tax - - -


Net Income $80 $18 $720


Diluted Earnings Per Share * $0.04 $0.01 $0.39


Year-to-Date 2004 (1)


Discontinued Continuing


Operations Operations


GAAP C (GAAP - C)


Operating Revenues $20,300 $- $20,300


Operating Expenses 15,011 - 15,011


Operating Income 5,289 - 5,289


Interest Expense 916 - 916


Other Income (Expense), net 813 - 813


Income from Continuing Operations


before Income


Taxes 5,186 - 5,186


Provision for Income Taxes 1,792 - 1,792


Income from Continuing Operations 3,394 - 3,394


Income (Loss) from Discontinued


Operations, net of tax 1,364 (1,364) -


Net Income $4,758 $(1,364) $3,394


Diluted Earnings Per Share $2.59 $(0.74) $1.85


(1) Certain items have been reclassified since the initial report in


January 2005.


Normalizing Items


Hurri-


Sale Regulatory cane


of Settlement related


Cingular Sonofon Expenses


A B D G


Operating Revenues $7,611 $- $50 $-


Operating Expenses 7,052 - (3) (164)


Operating Income 559 - 53 164


Interest Expense 268 - - -


Other Income (Expense), net (316) (462) - -


Income from Continuing Operations


before Income Taxes (25) (462) 53 164


Provision for Income Taxes (25) (167) 20 64


Income from Continuing Operations - (295) 33 100


Income (Loss) from Discontinued


Operations, net of tax - - - -


Net Income $0 $(295) $33 $100


Diluted Earnings Per Share $- $(0.16) $0.02 $0.05


Normalizing Items


Merger


Integration Wireless


/ FV Adj Merger Severance/


/ Lease Intangible Lease Term.


Acctg. Adj Amortization Payments


H L J Normalized


Operating Revenues $- $- $- $27,961


Operating Expenses (178) (159) (29) 21,530


Operating Income 178 159 29 6,431


Interest Expense - - - 1,184


Other Income (Expense), net 19 - - 54


Income from Continuing Operations


before Income Taxes 197 159 29 5,301


Provision for Income Taxes 88 79 11 1,862


Income from Continuing Operations 109 80 18 3,439


Income (Loss) from Discontinued


Operations, net of tax - - - -


Net Income $109 $80 $18 $3,439


Diluted Earnings Per Share $0.06 $0.04 $0.01 $1.87


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) 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.


(b) Gain related to the sale of our operations in Denmark.


(c) Discontinued Operations - In March 2004, we announced our intention to


sell our Latin American properties. Accordingly, the prior period


results have been recast to reflect the Latin American operations 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 of the 10 properties that were closed in January. The


4th quarter 2004 results include an after-tax gain of $915 related to


the 8 properties closed prior to year end. The year-to-date period in


2004 includes $336 in net income tax benefit representing the


recognition of book over tax basis differential in connection with the


announced sale of these properties.


(d) Regulatory Settlement - In April 2004, BellSouth entered into a


settlement agreement with respect to previously disclosed litigation


(See 2004 10K for further discussion).


(e) Wireless Merger Integration Costs - Represents BellSouth's 40% share


of tax-effected wireless merger integration costs of $326 incurred


during the 4th quarter of 2005 and $876 for the full year of 2005 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.


(f) Debt Extinguishment Costs - Represents one-time expenses associated


with the early extinguishment of $400 of long-term debt in the 1st


quarter of 2005 and one-time expenses associated with the early


extinguishment of $300 of long-term debt in the 2nd quarter of 2005.


(g) Hurricane-related Expenses - Represents 2005 hurricane-related charges


of $149 after-tax in the 4th quarter of 2005 and $349 for year-to-date


2005 and consists of asset impairment charges, incremental labor and


material costs related to service restoration and network repairs and


incremental uncollectible expense. These expenses are comprised of


Hurricane Katrina charges related to BellSouth's wireline business and


its 40% share of Cingular Wireless' hurricane expenses. The 2004


charges in the 4th quarter and year-to-date period represent


incremental labor and material costs in the wireline business due to


Hurricanes Charley, Frances, Ivan and Jeanne.


(h) Wireless Merger Integration Planning Costs, Fair Value Adjustment and


Lease Accounting Adjustment - Represents BellSouth's 40% share of (1)


tax-effected wireless merger integration planning costs of $43


incurred during the 3rd quarter of 2004 and costs of $245 in the 4th


quarter of 2004 in connection with the Cingular/AT&T Wireless merger,


(2) a tax-effected fair value adjustment of $31 for the announced sale


of Cingular Interactive during the 3rd quarter of 2004 and (3) a tax-


effected charge of $171 in the 4th quarter of 2004 reflecting the


correction of an error relating to the lease accounting practices of


Cingular Wireless, LLC.


(i) Gain related to the sale of Cellcom, a cellular communications


operator in Israel.


(j) Severance Costs/Lease Termination Payments - Represents tax-effected


severance-related costs of $96 recorded in the 4th quarter of 2005


associated with workforce reductions. 2004 charges represent 4th


quarter net severance-related costs and a provision related to surplus


office space under long-term leases.


(k) Deferred Revenue Adjustment - Represents the current recognition of


$47 of previously deferred revenue in the Communications Group


segment. The adjustment relates to a system coding error that


resulted in underreporting revenues in prior periods. The amount


accumulated over multiple years and did not affect any one year by


more than $9.


(l) 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.


BellSouth Corporation


Consolidated Balance Sheets (unaudited)


(amounts in millions, except per share data)


December December Change September Change


31, 31, vs. 30, vs.


Prior Prior


2005 2004 Year 2005 Quarter


Assets


Current Assets:


Cash and cash equivalents $427 $680 $(253) $2,030 $(1,603)


Short-term investments - 16 (16) - -


Accounts receivable, net of


allowance for


uncollectibles of $289,


$317, and $297 2,555 2,559 (4) 2,443 112


Material and supplies 385 321 64 336 49


Other current assets 928 1,055 (127) 859 69


Assets of discontinued


operations - 1,068 (1,068) - -


Total Current Assets 4,295 5,699 (1,404) 5,668 (1,373)


Investment in and advances to


Cingular Wireless 21,274 22,771 (1,497) 21,084 190


Property, plant and


equipment, net 21,723 22,039 (316) 21,670 53


Other assets 7,889 7,400 489 7,611 278


Intangible assets, net 1,533 1,587 (54) 1,517 16


Total Assets $56,714 $59,496 $(2,782) $57,550 $(836)


Liabilities and Shareholders'


Equity


Current Liabilities:


Debt maturing within one


year $4,109 $5,475 $(1,366) $2,582 $1,527


Accounts payable 1,040 1,047 (7) 1,030 10


Other current liabilities 3,407 3,018 389 4,081 (674)


Liabilities of discontinued


operations - 830 (830) - -


Total Current Liabilities 8,556 10,370 (1,814) 7,693 863


Long-Term Debt 13,079 15,108 (2,029) 14,374 (1,295)


Noncurrent Liabilities:


Deferred income taxes 6,833 6,492 341 6,465 368


Other noncurrent


liabilities 4,754 4,460 294 4,704 50


Total Noncurrent


Liabilities 11,587 10,952 635 11,169 418


Shareholders' Equity:


Common stock, $1 par value 2,020 2,020 - 2,020 -


Paid-in capital 7,960 7,840 120 7,861 99


Retained earnings 20,383 19,267 1,116 20,326 57


Accumulated other


comprehensive income (14) (157) 143 (28) 14


Shares held in trust and


treasury (6,857) (5,904) (953) (5,865) (992)


Total Shareholders'


Equity 23,492 23,066 426 24,314 (822)


Total Liabilities and


Shareholders' Equity $56,714 $59,496 $(2,782) $57,550 $(836)


BellSouth Corporation


Consolidated Statements of Cash Flows (unaudited)


(amounts in millions, except per share data)


Year-To-Date


4Q05 4Q04 3Q05 2005 2004


Cash Flows from Operating


Activities:


Income from Continuing


Operations $618 $453 $817 $2,913 $3,394


Adjustments to income from


continuing operations:


Depreciation and amortization 905 916 922 3,661 3,636


Provision for uncollectibles 90 99 93 348 384


Net losses (earnings) of


equity affiliates (80) 260 (97) (165) (68)


Deferred income taxes 255 341 (66) 306 1,081


Asset impairments - - 166 166 -


Pension income (133) (121) (133) (532) (484)


Stock-settled compensation


expense 24 29 22 94 116


Loss on extinguishment of debt - - - 42 14


(Gain) loss on sale/disposal


of operations - - (351) (351) (462)


Net change in:


Accounts receivable and other


current assets (179) (148) (11) (353) (419)


Accounts payable and other


current liabilities (781) (668) 618 228 (644)


Deferred charges and other


assets (49) (10) (39) (128) (43)


Other liabilities and deferred


credits 103 117 133 440 184


Other reconciling items, net 1 45 40 39 112


Net cash provided by operating


activities 774 1,313 2,114 6,708 6,801


Cash Flows from Investing


Activities:


Capital expenditures (992) (1,059) (886) (3,457) (3,193)


Purchase of short-term


investments (734) (560) (76) (822) (3,770)


Proceeds from sale of short-term


investments 734 924 76 838 5,363


Investments in debt and equity


securities (129) (129) (53) (285) (632)


Investments in and advances to


equity affiliates - (14,445) (2) (4) (14,445)


Net (advances to) repayments


from Cingular (109) (666) 949 1,627 (646)


Proceeds from sale of securities


and operations 42 3,113 656 1,642 3,678


Other investing activities, net 11 (4) (23) (22) 85


Net cash provided by (used


for) investing activities (1,177) (12,826) 641 (483) (13,560)


Cash Flows from Financing


Activities:


Net borrowing (repayments) of


short-term debt 247 2,004 (480) (1,863) 1,738


Proceeds from long-term debt - 2,389 - - 6,078


Repayments of long-term debt (13) (14) (233) (1,513) (759)


Dividends paid (531) (494) (532) (2,051) (1,901)


Purchase of treasury shares (959) (47) (54) (1,096) (146)


Other financing activities, net 56 13 89 160 61


Net cash used for financing


activities (1,200) 3,851 (1,210) (6,363) 5,071


Net Increase/(Decrease) in Cash


from Continuing Operations (1,603) (7,662) 1,545 (138) (1,688)


Net Increase/(Decrease) in Cash


from Discontinued Operations - (478) - (115) (579)


Net Increase/(Decrease) in


Cash and Cash Equivalents (1,603) (8,140) 1,545 (253) (2,267)


Cash and Cash Equivalents at


Beginning of Period 2,030 8,820 485 680 2,947


Cash and Cash Equivalents at End


of Period $427 $680 $2,030 $427 $680


BellSouth Corporation


Results by Segment (amounts in millions) (unaudited)


Communications Group (1)


4Q05 4Q04 Growth 3Q05 Growth


Operating Revenues


Voice $3,131 $3,165 -1.1% $3,136 -0.2%


Data 1,252 1,163 7.7% 1,166 7.4%


Other 298 311 -4.2% 286 4.2%


Total Operating Revenues 4,681 4,639 0.9% 4,588 2.0%


Operating Expenses


Cost of services and products 1,908 1,846 3.4% 1,860 2.6%


Selling, general, &


administrative expenses 847 884 -4.2% 793 6.8%


Depreciation and amortization 899 909 -1.1% 914 -1.6%


Total Operating Expenses 3,654 3,639 0.4% 3,567 2.4%


Segment Operating Income 1,027 1,000 2.7% 1,021 0.6%


Interest Expense 99 96 3.1% 94 5.3%


Other Income (Expense), net 23 12 91.7% 14 64.3%


Income Before Income Taxes 951 916 3.8% 941 1.1%


Provision for Income Taxes 343 317 8.2% 330 3.9%


Segment Net Income(1) $608 $599 1.5% $611 -0.5%


* - Not meaningful.


Selected Financial and


Operating Data


(amounts in millions)


Segment operating income $1,027 $1,000 2.7% $1,021 0.6%


Segment operating margin 21.9% 21.6% 30 bps 22.3% -40 bps


DSL revenues $353 $275 28.4% $305 15.7%


Long distance revenues $629 $533 18.0% $608 3.5%


Switched Access MOUs 15,310 16,459 -7.0% 15,511 -1.3%


BSLD MOUs 6,539 5,864 11.5% 6,660 -1.8%


Total Access minutes of use 21,849 22,323 -2.1% 22,171 -1.5%


Capital expenditures excluding


Hurricane Katrina $794 $1,047 -24.2% $856 -7.2%


Total capital expenditures $983 $1,047 -6.1% $878 12.0%


(amounts in thousands)


Wholesale lines 2,224 2,964 -25.0% 2,454 -9.4%


DSL customers 2,882 2,096 37.5% 2,678 7.6%


LD customers 7,179 6,015 19.4% 6,993 2.7%


Consumer ARPU (3) $60.53 $57.16 5.9% $58.53 3.4%


Year-To-Date


2005 2004 Growth


Operating Revenues


Voice $12,576 $12,609 -0.3%


Data 4,743 4,513 5.1%


Other 1,1

Source: prnewswire





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