3rd Qtr Financial Statements
Bellsouth Corp
24 October 2006
For Immediate Release
BellSouth Reports Third Quarter Earnings
• Continued growth in earnings per share
• DSL customers total 3.4 million
• Strong revenue growth and margins at Cingular
• Cingular customers total 58.7 million
ATLANTA, Oct. 24, 2006 - BellSouth Corporation (NYSE: BLS) announced third
quarter 2006 earnings per share (EPS) from continuing operations of 58 cents, up
31.8 percent compared to the third quarter of 2005. Normalized EPS from
continuing operations of 65 cents increased 27.5 percent compared to the third
quarter of 2005. A list of normalizing items is provided in the table below.
Normalized Results from Continuing Operations
Normalized results from continuing operations include BellSouth's 40 percent
proportionate share of Cingular's revenues and expenses that are recognized as
equity earnings for purposes of GAAP reporting. Normalized results exclude the
impact of significant nonoperational or nonrecurring items.
Normalized operating income before depreciation and amortization (OIBDA) grew to
$3.6 billion representing a 40.1 percent OIBDA margin. Revenue growth and cost
containment drove OIBDA margin up 290 basis points year-over-year and 140 basis
points sequentially. Normalized revenue increased 5.4 percent year-over-year
driven by growth in wireless, wireline and yellow pages. Normalized revenues
were nearly $9.0 billion for the third quarter of 2006. Normalized net income
of $1.2 billion grew 25.8 percent compared to the third quarter of 2005.
Reported Results from Continuing Operations
For the third quarter of 2006, BellSouth's consolidated reported revenues from
continuing operations were $5.2 billion, up 2.9 percent compared to the same
quarter of 2005. Income from continuing operations was approximately $1.1
billion, up 29.6 percent compared to the same quarter of the previous year.
For the third quarter of 2006, operating free cash flow (defined as net cash
provided by operating activities less capital expenditures) was $976 million.
Capital expenditures for the quarter were $730 million, a decline compared to
the first and second quarters of 2006. Year-to-date capital expenditures were
$2.8 billion and included $265 million in expenditures for Hurricane Katrina
restoration efforts.
Proposed Merger with AT&T
On March 5, 2006, BellSouth and AT&T announced an agreement to merge the two
companies in a combination that will create a more effective and efficient
provider of communications services. BellSouth and AT&T firmly believe that no
conditions on this merger are necessary for this combination to be a public
benefit. Nevertheless, in response to an inquiry from the Federal
Communications Commission staff, AT&T indicated that, in the interest of
facilitating the speediest possible approval of the merger, it would not object
to the imposition of certain merger conditions. The FCC has scheduled an open
meeting for Nov. 3, 2006 to consider the merger in the event the Commission has
not completed its review prior to that date.
Communications Group
In the third quarter of 2006, Communications Group revenues were $4.7 billion, a
2.4 percent increase over the third quarter of 2005. Adjusting for the one-time
customer credits of $44 million issued during the third quarter of 2005, revenue
growth was 1.4 percent. Revenue growth in mass-market broadband and long
distance services and growth in emerging data services offset revenue declines
from traditional access line services. Revenue growth, increased penetration in
broadband and long distance services and continued focus on cost containment
drove Communications Group operating margin to 25.7 percent, an increase of 340
basis points year-over-year and 80 basis points sequentially.
Network data revenues exceeded $1.3 billion, a 12.8 percent increase over the
third quarter of 2005, due to improvements in both retail and wholesale data
services. Retail data revenues grew 19.5 percent year-over-year driven by
retail DSL revenues and continued momentum from emerging retail data services.
Wholesale data revenues grew 3.3 percent as growth in wireless transport more
than offset declines in general transport services.
During the third quarter, BellSouth added 176,000 new DSL customers, reaching a
total of more than 3.4 million broadband DSL customers. The vast majority of
new customers chose BellSouth's higher speed offers -- FastAccess(R) DSL Xtreme
and FastAccess(R) DSL Xtreme 6.0. Year-over-year the average revenue per unit
on DSL was up slightly as improved customer mix offset revenue impacts from the
discontinuance of regulatory recovery fees.
BellSouth customers continued to choose more services and save with multiple
service discounts by adding long distance and DIRECTV(R) service to their
BellSouth Answers(R) bundles. During the third quarter, BellSouth added 118,000
long distance subscribers. At the end of the third quarter, BellSouth served
7.6 million long distance customers representing approximately 63 percent of its
mass-market customer base. Nearly 65,000 customers added DIRECTV(R) service to
their bundle, resulting in a total of 756,000 customers who included DIRECTV(R)
service in their BellSouth Answers(R) bundles.
As of Sept. 30, 2006, total access lines were 19.0 million down 6.9 percent
year-over-year. For the quarter, total access lines declined 301,000. Retail
residential access lines declined 135,000 reflecting losses to wireless
substitution and cable telephony service. Retail small business access line
gains were 20,000, offset by a decline in retail large business access lines of
13,000 lines. Wholesale lines declined 174,000 compared to June 30, 2006.
Cingular Wireless
Cingular Wireless was a significant contributor to BellSouth's results with
strong revenue growth and robust margin expansion. The nation's largest
wireless provider delivered strong customer growth, improved ARPU trends, and
completed the integration of its GSM network.
During the quarter, Cingular added 1.4 million new customers, totaling 58.7
million customers at the end of September. Postpaid customer additions were
928,000. Overall monthly churn for the quarter was 1.8 percent and postpaid
churn remained at 1.5 percent.
In the third quarter of 2006, Cingular's revenues were $9.6 billion, increasing
9.2 percent over the same quarter a year ago and up 3.6 percent sequentially.
Service revenues, which exclude revenues from sales of handsets and accessories,
were $8.7 billion up 12.2 percent year-over-year and 4.4 percent sequentially.
Cingular's average revenue per user (ARPU) was $49.76. This compares to $49.65
in the same quarter last year and $48.84 in the second quarter of 2006. ARPU
from data services continued its robust growth in the third quarter of 2006,
increasing 46.0 percent to $6.32 year-over-year and up 9.5 percent sequentially.
For the third quarter of 2006, Cingular accelerated its margin improvement
driven by operational improvements and successful merger integration activities.
Normalized operating income before depreciation and amortization (OIBDA)
margin was 35.6 percent, up 400 basis points compared to the third quarter of
2005 and up 300 basis points sequentially. This performance was driven by
revenue acceleration from customer growth and ARPU stabilization coupled with
operational and merger related synergies.
During the third quarter, Cingular completed its GSM network integration. With
45,000 cell sites around the country, customers benefit from improved coverage
and call quality while the company benefits from lower churn. In addition, the
company continued its aggressive deployment of 3G UMTS/HSDPA network throughout
the country. The 3G service is available in 115 cities (with populations of 100
thousand or more) in and around 52 major markets in 28 states and the District
of Columbia.
Advertising & Publishing
Advertising & Publishing maintained its momentum growing revenue 5.5 percent to
$537 million. Adjusting for one-time customer credits issued in the third
quarter 2005 for Hurricane Katrina, revenue growth was 4.1 percent. These
results reflect continued market penetration of online advertising and growth in
print advertising revenue. Operating margins were 45.6 percent for the third
quarter of 2006.
Normalizing Items
For the third quarter of 2006, the difference between reported (GAAP) EPS from
continuing operations and normalized EPS is shown in the following table. Full
income statement reconciliation is included in the attached exhibits.
3Q06
GAAP Diluted EPS - Income from continuing operations $0.58
Wireless merger integration costs $0.02
Wireless merger intangible amortization $0.04
AT&T Merger Costs $0.01
Normalized Diluted EPS - Income from continuing operations $0.65
Wireless merger integration costs - Represents BellSouth's 40 percent share of
wireless merger integration costs incurred in connection with the Cingular/AT&T
Wireless merger. Integration costs include one-time cash outlays or specified
non-cash charges, including accelerated depreciation, directly related to
rationalization of the wireless network, sales distribution channels, the
workforce, information technology systems and real estate.
Wireless merger intangible amortization - Represents BellSouth's 40 percent
share of the non-cash amortization of intangibles, primarily customer lists that
were created in Cingular's acquisition of AT&T Wireless.
AT&T Merger Costs - Represents specific deal-related costs directly associated
with the pending merger with AT&T. Costs include legal and regulatory fees,
costs of filing and printing the joint proxy statement and expense associated
with employee retention awards.
About BellSouth Corporation
BellSouth Corporation is a Fortune 500 communications company headquartered in
Atlanta, Georgia. BellSouth has joint control and 40 percent ownership of
Cingular Wireless, the nation's largest wireless voice and data provider with
58.7 million customers.
Backed by award-winning customer service, BellSouth offers the most
comprehensive and innovative package of voice and data services available in the
market. Through BellSouth Answers(R), residential and small business customers
can bundle their local and long distance service with dial-up and high-speed DSL
Internet access, satellite television and Cingular(R) Wireless service. For
businesses, BellSouth provides secure, reliable local and long distance voice
and data networking solutions. BellSouth also offers print and online directory
advertising through The Real Yellow Pages(R) and YELLOWPAGES.COM(TM) from
BellSouth.
BellSouth believes that diversity and fostering an inclusive environment are
critical in maintaining a competitive advantage in today's global marketplace.
More information about BellSouth can be found at http://www.bellsouth.com.
Further information about BellSouth and Cingular's third quarter earnings can be
accessed at www.bellsouth.com/investor. The press release, financial statements
and Investor News summarizing highlights of the quarter are available at
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, www.bellsouth.com/investor. The webcast will be archived on our Web
site.
A replay of the call will be available through Oct. 31, 2006, and can be
accessed by dialing:
Domestic: 800-642-1687 - Conference ID: 7061516
International: 706-645-9291 - Conference ID: 7061516
For More Information Contact:
Brent Fowler, Media Relations, 404-249-2839
BellSouth Investor Relations, 800-241-3419
In addition to historical information, this document may contain forward-looking
statements regarding events and financial trends. Factors that could affect our
future results and could cause our actual results to differ materially from
those expressed or implied in the forward-looking statements include: (i) a
change in economic conditions in markets where we operate or have material
investments which would affect demand for our services; (ii) the intensity of
competitive activity and its resulting impact on pricing strategies and new
product offerings; (iii) higher than anticipated cash requirements for
investments, new business initiatives and acquisitions; (iv) unfavorable
regulatory actions and (v) those factors contained in the Company's periodic
reports.
Factors that could prevent or delay completion of the proposed merger with AT&T,
could affect the future results of the merged company and could cause the merged
company's actual results to differ from those expressed in the forward-looking
statements include: (i) our and AT&T's ability to obtain governmental approvals
of the proposed merger on the proposed terms and contemplated schedule; (ii) the
risk that the businesses of AT&T and BellSouth will not be integrated
successfully or as quickly as expected; (iii) the risk that the cost savings and
any other synergies from the merger, including any savings and other synergies
relating to the resulting sole ownership of Cingular Wireless LLC, may not be
fully realized or may take longer to realize than expected; (iv) disruption from
the merger making it more difficult to maintain relationships with customers,
employees or suppliers; and (v) those factors contained in the proxy statement
relating to the proposed merger filed with the SEC.
The forward-looking information in this document is given as of this date only,
and BellSouth assumes no duty to update this information.
This document may also contain certain non-GAAP financial measures. The most
directly comparable GAAP financial measures, and a full reconciliation of
non-GAAP to GAAP financial information, are attached hereto and provided on the
Company's investor relations web site, 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.
Year-to-Date
3Q06 3Q05 Growth 2Q06 Growth 2006 2005 Growth
Operating Revenues
Communications group $4,669 $4,558 2.4% $4,647 0.5% $13,969 $13,749 1.6%
Advertising and publishing 535 506 5.7% 543 -1.5% 1,581 1,521 3.9%
All other 14 8 75.0% 16 -12.5% 45 35 28.6%
Total Operating Revenues 5,218 5,072 2.9% 5,206 0.2% 15,595 15,305 1.9%
Operating Expenses
Cost of services and 1,905 2,017 -5.6% 1,960 -2.8% 5,974 5,862 1.9%
products
Selling, general, & 967 996 -2.9% 970 -0.3% 2,868 2,833 1.2%
administrative expenses
Depreciation and 894 922 -3.0% 898 -0.4% 2,685 2,756 -2.6%
amortization
Provision for restructuring 7 166 * 73 * 72 181 *
and asset impairments
Total Operating Expenses 3,773 4,101 -8.0% 3,901 -3.3% 11,599 11,632 -0.3%
Operating Income 1,445 971 48.8% 1,305 10.7% 3,996 3,673 8.8%
Interest Expense 302 274 10.2% 279 8.2% 860 850 1.2%
Other Income (Expense), net 432 512 -15.6% 280 54.3% 906 612 48.0%
Income from Continuing 1,575 1,209 30.3% 1,306 20.6% 4,042 3,435 17.7%
Operations before Income
Taxes
Provision for Income Taxes 516 392 31.6% 419 23.2% 1,312 1,140 15.1%
Income from Continuing 1,059 817 29.6% 887 19.4% 2,730 2,295 19.0%
Operations
Income (Loss) from - - * - * - 381 *
Discontinued Operations, net
of tax
Net Income $1,059 $817 29.6% $887 19.4% $2,730 $2,676 2.0%
Diluted:
Weighted Average Common 1,822 1,836 -0.8% 1,813 0.5% 1,813 1,835 -1.2%
Shares Outstanding
Earnings Per Share:
Income from Continuing $0.58 $0.44 31.8% $0.49 18.4% $1.51 $1.25 20.8%
Operations
Income from Discontinued $0.00 $0.00 * $0.00 * $0.00 $0.21 *
Operations
Net Income $0.58 $0.44 31.8% $0.49 18.4% $1.51 $1.46 3.4%
* - Not meaningful.
Selected Financial and Operating Data
Operating income $1,445 $971 48.8% $1,305 10.7% $3,996 $3,673 8.8%
Operating margin 27.7% 19.1% 860 bps 25.1% 260 bps 25.6% 24.0% 160 bps
Declared dividends per share $0.29 $0.29 0.0% $0.29 0.0% $0.87 $0.85 2.4%
Capital expenditures $730 $864 -15.5% $821 -11.1% $2,496 $2,443 2.2%
excluding Hurricane Katrina
Total capital expenditures $730 $886 -17.6% $950 -23.2% $2,761 $2,465 12.0%
Common shares outstanding 1,822 1,831 -0.5% 1,812 0.6%
Book value per share $13.96 $13.28 5.1% $13.56 2.9%
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.
Year-to-Date
3Q06 3Q05 Growth 2Q06 Growth 2006 2005 Growth
Operating Revenues
Communications group $4,583 $4,480 2.3% $4,569 0.3% $13,726 $13,538 1.4%
Wireless 3,821 3,499 9.2% 3,687 3.6% 11,100 10,234 8.5%
Advertising and publishing 535 506 5.7% 543 -1.5% 1,581 1,521 3.9%
All other 15 9 66.7% 16 -6.3% 46 35 31.4%
Total Operating Revenues 8,954 8,494 5.4% 8,815 1.6% 26,453 25,328 4.4%
Operating Expenses
Cost of services and products 3,288 3,250 1.2% 3,360 -2.1% 10,041 9,749 3.0%
Selling, general, & 2,079 2,084 -0.2% 2,047 1.6% 6,163 6,234 -1.1%
administrative expenses
Depreciation and amortization 1,377 1,343 2.5% 1,372 0.4% 4,103 4,080 0.6%
Total Operating Expenses 6,744 6,677 1.0% 6,779 -0.5% 20,307 20,063 1.2%
Operating Income 2,210 1,817 21.6% 2,036 8.5% 6,146 5,265 16.7%
Interest Expense 405 374 8.3% 379 6.9% 1,165 1,169 -0.3%
Other Income (Expense), net 57 38 50.0% 31 83.9% 111 170 -34.7%
Income Before Income Taxes 1,862 1,481 25.7% 1,688 10.3% 5,092 4,266 19.4%
Provision for Income Taxes 682 543 25.6% 606 12.5% 1,847 1,570 17.6%
Net Income $1,180 $938 25.8% $1,082 9.1% $3,245 $2,696 20.4%
Diluted:
Weighted Average Common Shares 1,822 1,836 -0.8% 1,813 0.5% 1,813 1,835 -1.2%
Outstanding
Earnings Per Share $0.65 $0.51 27.5% $0.60 8.3% $1.79 $1.47 21.8%
* - Not meaningful.
Selected Financial and Operating Data
Operating income $2,210 $1,817 21.6% $2,036 8.5% $6,146 $5,265 16.7%
Operating margin 24.7% 21.4% 330 bps 23.1% 160 bps 23.2% 20.8% 240 bps
Declared dividends per share $0.29 $0.29 0.0% $0.29 0.0% $0.87 $0.85 2.4%
Capital expenditures excluding $730 $864 -15.5% $821 -11.1% $2,496 $2,443 2.2%
Hurricane Katrina
Total capital expenditures $730 $886 -17.6% $950 -23.2% $2,761 $2,465 12.0%
Common shares outstanding 1,822 1,831 -0.5% 1,812 0.6%
Book value per share $13.96 $13.28 5.1% $13.56 2.9%
Total employees 59,745 63,049 -5.2% 61,284 -2.5%
BellSouth Corporation
Normalized Earnings Summary and Reconciliation to Reported Results
(amounts in millions, except per share data)
Third Quarter 2006 Normalizing Items
----------------------------------------------
Wireless Wireless
Merger Merger
Discontinued Continuing Integration Intangible AT&T Merger
Operations Operations Cingular Costs Amortization Costs
GAAP A (GAAP - A) B C D H Normalized
Operating Revenues $5,218 $0 $5,218 $3,736 $0 $0 $0 $8,954
Operating Expenses 3,773 - 3,773 3,169 (55) (126) (17) 6,744
Operating Income 1,445 - 1,445 567 55 126 17 2,210
Interest Expense 302 - 302 103 - - - 405
Other Income 432 - 432 (375) - - - 57
(Expense), net
Income from
Continuing
Operations before
Income
Taxes 1,575 - 1,575 89 55 126 17 1,862
Provision for 516 - 516 89 22 51 4 682
Income Taxes
Income from 1,059 - 1,059 - 33 75 13 1,180
Continuing
Operations
Income (Loss) from - - - - - - - -
Discontinued
Operations, net of
tax
Net Income $1,059 $0 $1,059 $0 $33 $75 $13 $1,180
Diluted Earnings $0.58 $0.00 $0.58 $0.00 $0.02 $0.04 $0.01 $0.65
Per Share
Year-to-Date 2006 Normalizing Items
---------------------------------------------------------------
Wireless
Con Wireless Merger Hurri
Discon tinuing Merger Intan cane- AT&T
tinued Opera Inte gible related Seve Merger
Opera tions gration Amor Expenses rance Costs
tions (GAAP - Cingular Costs tization Normal
GAAP A A) B C D E G H ized
Operating $15,595 $0 $15,595 $10,858 $0 $0 $0 $0 $0 $26,453
Revenues
Operating 11,599 - 11,599 9,562 (214) (404) (119) (73) (44) 20,307
Expenses
Operating 3,996 - 3,996 1,296 214 404 119 73 44 6,146
Income
Interest 860 - 860 305 - - - - - 1,165
Expense
Other Income 906 - 906 (795) - - - - - 111
(Expense),
net
Income from
Continuing
Operations
before
Income
Taxes 4,042 - 4,042 196 214 404 119 73 44 5,092
Provision 1,312 - 1,312 196 87 164 46 28 14 1,847
for Income
Taxes
Income from 2,730 - 2,730 - 127 240 73 45 30 3,245
Continuing
Operations
Income - - - - - - - - - -
(Loss) from
Discontinued
Operations,
net of tax
Net Income $2,730 $0 $2,730 $0 $127 $240 $73 $45 $30 $3,245
Diluted $1.51 $0.00 $1.51 $0.00 $0.07 $0.13 $0.04 $0.02 $0.02 $1.79
Earnings Per
Share
Third Quarter 2005 Normalizing Items
--------------------------------------------------------------
Wireless
Discon Con Wireless Merger
tinued tinuing Merger Intang Hurri
Opera Opera Inte ible cane- Debt Sale
tions tions gration Amorti related Exting. of
(GAAP - Cingular Costs zation Expenses Costs Cellcom Normal
GAAP A A) B C D E F I ized
Operating $5,072 $0 $5,072 $3,422 $0 $0 $0 $0 $0 $8,494
Revenues
Operating 4,101 - 4,101 3,158 (96) (158) (328) - - 6,677
Expenses
Operating 971 - 971 264 96 158 328 - - 1,817
Income
Interest 274 - 274 100 - - - - - 374
Expense
Other Income 512 - 512 (123) - - - - (351) 38
(Expense),
net
Income from
Continuing
Operations
before
Income
Taxes 1,209 - 1,209 41 96 158 328 - (351) 1,481
Provision 392 - 392 41 40 65 128 - (123) 543
for Income
Taxes
Income from 817 - 817 - 56 93 200 - (228) 938
Continuing
Operations
Income - - - - - - - - - -
(Loss) from
Discontinued
Operations,
net of tax
Net Income $817 $0 $817 $0 $56 $93 $200 $0 ($228) $938
Diluted $0.44 $0.00 $0.44 $0.00 $0.03 $0.05 $0.11 $0.00 ($0.12) $0.51
Earnings Per
Share
Year-to-Date 2005 Normalizing Items
---------------------------------------------------------------
Wireless
Con Wireless Merger
Discon tinuing Merger Intan Hurri
tinued Opera Inte gible cane- Debt Sale
Opera tions gration Amor related Exting. of
tions (GAAP - Cingular Costs tization Expenses Costs Cellcom Normal
GAAP A A) B C D E F I ized
Operating $15,305 $0 $15,305 $10,023 $0 $0 $0 $0 $0 $25,328
Revenues
Operating 11,632 - 11,632 9,511 (219) (533) (328) - - 20,063
Expenses
Operating 3,673 - 3,673 512 219 533 328 - - 5,265
Income
Interest 850 - 850 319 - - - - - 1,169
Expense
Other Income 612 - 612 (133) - - - 42 (351) 170
(Expense),
net
Income from
Continuing
Operations
before
Income
Taxes 3,435 - 3,435 60 219 533 328 42 (351) 4,266
Provision 1,140 - 1,140 60 100 249 128 16 (123) 1,570
for Income
Taxes
Income from 2,295 - 2,295 - 119 284 200 26 (228) 2,696
Continuing
Operations
Income 381 (381) - - - - - - - -
(Loss) from
Discontinued
Operations,
net of tax
Net Income $2,676 ($381) $2,295 $0 $119 $284 $200 $26 ($228) $2,696
Diluted $1.46 ($0.21) $1.25 $0.00 $0.06 $0.15 $0.11 $0.01 ($0.12) $1.47
Earnings Per
Share *
* Normalized earnings per share for year-to-date 2005 does not sum due to
rounding.
BellSouth Corporation
Notes to Normalized Financial and Operating Data (pages 3 and 4)
(amounts in millions, except per share data)
Our normalized earnings have been adjusted for the following:
(a) Discontinued Operations - In March 2004, we announced our intention to sell
our 10 Latin American properties. Accordingly, results of the Latin American
operations are shown as Discontinued Operations and thus excluded from
normalized results. The year-to-date 2005 results include an after-tax gain of
$390 related to the final 2 properties that were closed in January.
(b) The periods presented have been adjusted to include our 40% proportional
share of Cingular Wireless' operating results, net of eliminations for amounts
charged by other BellSouth companies to Cingular.
(c) Wireless Merger Integration Costs - Represents BellSouth's 40% share of
wireless merger integration costs incurred in connection with the Cingular/AT&T
Wireless merger. Integration costs include one-time cash outlays or specified
non-cash charges, including accelerated depreciation, directly related to
rationalization of the wireless network, sales distribution channels, the
workforce, information technology systems and real estate.
(d) Wireless Merger Intangible Amortization - Represents BellSouth's 40% share
of the non-cash amortization of intangibles, primarily customer lists, that were
created in Cingular's acquisition of AT&T Wireless.
(e) Hurricane Katrina-related Expenses - Represents incremental labor and
material costs primarily related to service restoration and network repairs in
BellSouth's wireline business. These expenses have been reduced by partial
insurance recoveries during the 1st and 2nd quarters of 2006.
(f) Debt extinguishment costs - Represents one-time expenses associated with the
early extinguishment of $400 of long-term debt in the 1st quarter of 2005 and
one-time expenses associated with the early extinguishment of $300 of long-term
debt in the 2nd quarter of 2005.
(g) Severance - Represents the net severance-related costs recorded in the 2nd
quarter of 2006 associated with voluntary management workforce reductions.
(h) AT&T Merger Costs - Represents specific deal-related costs directly
associated with the pending merger with AT&T. Costs include legal and regulatory
fees, costs of filing and printing the joint proxy statement and expense
associated with employee retention awards.
(i) Gain related to the sale of Cellcom, a cellular communications operator in
Israel.
BellSouth Corporation
Consolidated Balance Sheets (unaudited)
(amounts in millions, except per share data)
September December 31, Change June 30, Change vs.
30, vs.
2006 2005 Prior 2006 Prior
Year Quarter
Assets
Current Assets:
Cash and cash equivalents $731 $427 $304 $259 $472
Short-term investments 1,327 - 1,327 483 844
Accounts receivable, net of allowance for 2,562 2,555 7 2,472 90
uncollectibles of $244, $289 and $274
Material and supplies 383 385 (2) 408 (25)
Other current assets 928 842 86 932 (4)
Total Current Assets 5,931 4,209 1,722 4,554 1,377
Investment in and advances to Cingular Wireless 22,357 21,274 1,083 22,108 249
Property, plant and equipment, net 21,820 21,723 97 21,920 (100)
Other assets 8,725 7,814 911 8,250 475
Intangible assets, net 1,540 1,533 7 1,606 (66)
Total Assets $60,373 $56,553 $3,820 $58,438 $1,935
Liabilities and Shareholders' Equity
Current Liabilities:
Debt maturing within one year $3,926 $4,109 ($183) $4,325 ($399)
Accounts payable 909 1,040 (131) 911 (2)
Other current liabilities 4,047 3,505 542 4,131 (84)
Total Current Liabilities 8,882 8,654 228 9,367 (485)
Long-Term Debt 14,278 13,079 1,199 13,047 1,231
Noncurrent Liabilities:
Deferred income taxes 6,818 6,607 211 6,713 105
Other noncurrent liabilities 4,959 4,679 280 4,740 219
Total Noncurrent Liabilities 11,777 11,286 491 11,453 324
Shareholders' Equity:
Common stock, $1 par value 2,020 2,020 - 2,020 -
Paid-in capital 8,130 7,960 170 7,919 211
Retained earnings 21,525 20,383 1,142 20,965 560
Accumulated other comprehensive income 35 (14) 49 19 16
Shares held in trust and treasury (6,274) (6,815) 541 (6,352) 78
Total Shareholders' Equity 25,436 23,534 1,902 24,571 865
Total Liabilities and Shareholders' Equity $60,373 $56,553 $3,820 $58,438 $1,935
BellSouth Corporation
Consolidated Statements of Cash Flows (unaudited)
(amounts in millions, except per share data)
Year-to-Date
3Q06 3Q05 2Q06 2006 2005
Cash Flows from Operating Activities:
Income from Continuing Operations $1,059 $817 $887 $2,730 $2,295
Adjustments to income from continuing
operations:
Depreciation and amortization 894 922 898 2,685 2,756
Provision for uncollectibles 83 93 60 230 258
Net losses (earnings) of equity (342) (97) (213) (694) (85)
affiliates
Deferred income taxes 107 (66) (1) 165 51
Asset impairments - 166 - - 166
Pension income (130) (133) (131) (391) (399)
Stock-settled compensation expense 14 22 15 46 70
Loss on extinguishment of debt - - - - 42
(Gain) loss on sale/disposal of - (351) - - (351)
operations
Net change in:
Accounts receivable and other current (120) (11) (76) (275) (174)
assets
Accounts payable and other current 37 618 332 447 1,009
liabilities
Deferred charges and other assets (52) (39) 26 (49) (79)
Other liabilities and deferred credits 137 133 117 332 337
Other reconciling items, net 19 40 16 42 38
Net cash provided by operating activities 1,706 2,114 1,930 5,268 5,934
Cash Flows from Investing Activities:
Capital expenditures (730) (886) (950) (2,761) (2,465)
Purchase of short-term investments (4,122) (76) (797) (5,227) (88)
Proceeds from sale of short-term 3,279 76 368 3,901 104
investments
Investments in debt and equity securities (476) (53) (143) (819) (156)
Proceeds from sale of securities and 154 656 132 289 1,600
operations
Net (advances to) repayments from Cingular 61 949 (11) (416) 1,736
Other investing activities, net (10) (25) (7) (32) (37)
Net cash provided by (used for) investing (1,844) 641 (1,408) (5,065) 694
activities
Cash Flows from Financing Activities:
Net borrowings (repayments) of short-term (399) (480) (80) 234 (2,110)
debt
Proceeds from issuance of long-term debt 1,200 - - 1,200 -
Repayments of long-term debt (4) (233) (12) (433) (1,500)
Dividends paid (526) (532) (525) (1,572) (1,520)
Purchase of treasury shares - (54) (2) (52) (137)
Proceeds from issuing common stock 274 22 120 654 60
Other financing activities, net 65 67 (11) 70 44
Net cash provided by (used for) financing 610 (1,210) (510) 101 (5,163)
activities
Net Increase/(Decrease) in Cash from 472 1,545 12 304 1,465
Continuing Operations
Net Increase/(Decrease) in Cash from - - - - (115)
Discontinued Operations
Net Increase/(Decrease) in Cash and Cash 472 1,545 12 304 1,350
Equivalents
Cash and Cash Equivalents at Beginning of 259 485 247 427 680
Period
Cash and Cash Equivalents at End of Period $731 $2,030 $259 $731 $2,030
BellSouth Corporation
Results by Segment (amounts in millions) (unaudited)
Communications Group (1)
Year-to-Date
3Q06 3Q05 Growth 2Q06 Growth 2006 2005 Growth
Operating Revenues
Voice $3,058 $3,136 -2.5% $3,102 -1.4% $9,289 $9,445 -1.7%
Data 1,315 1,166 12.8% 1,282 2.6% 3,861 3,491 10.6%
Other 323 286 12.9% 289 11.8% 898 895 0.3%
Total Operating Revenues 4,696 4,588 2.4% 4,673 0.5% 14,048 13,831 1.6%
Operating Expenses
Cost of services and products 1,833 1,860 -1.5% 1,848 -0.8% 5,627 5,563 1.2%
Selling, general, & 772 793 -2.6% 771 0.1% 2,285 2,306 -0.9%
administrative expenses
Depreciation and amortization 886 914 -3.1% 890 -0.4% 2,662 2,734 -2.6%
Total Operating Expenses 3,491 3,567 -2.1% 3,509 -0.5% 10,574 10,603 -0.3%
Segment Operating Income 1,205 1,021 18.0% 1,164 3.5% 3,474 3,228 7.6%
Interest Expense 111 94 18.1% 111 0.0% 329 292 12.7%
Other Income (Expense), net 23 14 64.3% 12 91.7% 42 45 -6.7%
Income Before Income Taxes 1,117 941 18.7% 1,065 4.9% 3,187 2,981 6.9%
Provision for Income Taxes 397 330 20.3% 367 8.2% 1,115 1,046 6.6%
Segment Net Income(1) $720 $611 17.8% $698 3.2% $2,072 $1,935 7.1%
* - Not meaningful.
Selected Financial and Operating Data
(amounts in millions)
Segment operating income $1,205 $1,021 18.0% $1,164 3.5% $3,474 $3,228 7.6%
Segment operating margin 25.7% 22.3% 340 bps 24.9% 80 bps 24.7% 23.3% 140 bps
DSL revenues $405 $305 32.8% $400 1.3% $1,187 $885 34.1%
Long distance revenues $662 $608 8.9% $645 2.6% $1,946 $1,766 10.2%
Switched Access MOUs 14,810 15,511 -4.5% 14,954 -1.0% 45,088 47,279 -4.6%
BSLD MOUs 6,703 6,660 0.6% 6,548 2.4% 19,877 18,972 4.8%
Total Access minutes of use 21,513 22,171 -3.0% 21,502 0.1% 64,965 66,251 -1.9%
Capital expenditures excluding $725 $856 -15.3% $817 -11.3% $2,478 $2,424 2.2%
Hurricane Katrina
Total capital expenditures $725 $878 -17.4% $946 -23.4% $2,743 $2,446 12.1%
(amounts in thousands)
Wholesale lines 1,732 2,454 -29.4% 1,906 -9.1%
DSL customers 3,449 2,678 28.8% 3,273 5.4%
LD customers 7,596 6,993 8.6% 7,478 1.6%
Consumer ARPU (3) $63.26 $58.53 8.1% $62.81 0.7%
BellSouth Corporation
Results by Segment (unaudited)
Supplemental Operating Data (in thousands)
Communications Group - Network Access Lines In Service Reported (a)
3Q06 3Q05 Growth 2Q06 Growth
Access lines
Residence
Retail
Primary 10,932 11,465 -4.6% 11,022 -0.8%
Additional 1,044 1,206 -13.4% 1,089 -4.1%
Total 11,976 12,671 -5.5% 12,111 -1.1%
Residence
Retail
Residence Wholesale Voice 1,121 1,674 -33.0% 1,251 -10.4%
Lines
Total Residence 13,097 14,345 -8.7% 13,362 -2.0%
Business
Business 5,305 5,294 0.2% 5,301 0.1%
Retail
Business Wholesale Voice 553 712 -22.3% 590 -6.3%
Lines
Total Business 5,858 6,006 -2.5% 5,891 -0.6%
Other Retail/Wholesale
Lines
Retail 25 27 -7.4% 21 19.0%
Wholesale 58 68 -14.7% 65 -10.8%
Total Other Retail/Wholesale Lines 83 95 -12.6% 86 -3.5%
Total Access Lines in Service 19,038 20,446 -6.9% 19,339 -1.6%
ISDN line equivalents
Residence 5 7 -28.6% 6 -16.7%
Business 1,425 1,440 -1.0% 1,420 0.4%
Total ISDN Adjusted ALIS 20,468 21,893 -6.5% 20,765 -1.4%
Access Line Equivalents (b)
Selected digital data services:
Unbundled 376 279 34.8% 373 0.8%
Loops
DS0 & ADSL 20,940 16,333 28.2% 19,886 5.3%
DS1 8,478 8,163 3.9% 8,344 1.6%
DS3 & higher 35,287 33,639 4.9% 35,267 0.1%
Total digital data lines in service 65,081 58,414 11.4% 63,870 1.9%
Total equivalent access lines in service 85,549 80,307 6.5% 84,635 1.1%
* - Not meaningful.
(a) Prior period operating data are often revised at later dates to reflect
updated information. The above information reflects the latest data available
for the periods indicated.
(b) Access line equivalents represent a conversion of non-switched data circuits
to a switched access line basis and is presented for comparability purposes.
Equivalents are calculated by converting high-speed/high-capacity circuits to
the equivalent of a switched access line based on transport capacity. While the
revenues generated by access line equivalents have a directional relationship
with these counts, revenue growth rates cannot be compared to line growth rates
on an equivalent basis.
BellSouth Corporation
Results by Segment (amounts in millions) (unaudited)
Wireless Segment (1)(a)
Year-to-Date
3Q06 3Q05 Growth 2Q06 Growth 2006 2005 Growth
Operating Revenues
Service revenues (2) $3,464 $3,089 12.1% $3,318 4.4% $9,984 $9,144 9.2%
Equipment and other revenues 357 410 -12.9% 369 -3.3% 1,116 1,090 2.4%
Total Operating Revenues 3,821 3,499 9.2% 3,687 3.6% 11,100 10,234 8.5%
Operating Expenses
Cost of services and products 1,464 1,395 4.9% 1,511 -3.1% 4,427 4,171 6.1%
Selling, general, & administrative 1,125 1,128 -0.3% 1,097 2.6% 3,341 3,438 -2.8%
expenses
Depreciation and amortization 484 421 15.0% 473 2.3% 1,418 1,324 7.1%
Total Operating Expenses 3,073 2,944 4.4% 3,081 -0.3% 9,186 8,933 2.8%
Segment Operating Income 748 555 34.8% 606 23.4% 1,914 1,301 47.1%
Interest Expense 122 122 0.0% 119 2.5% 360 387 -7.0%
Other Income (Expense), net (16) (9) * (15) * (43) (9) *
Income Before Income Taxes 610 424 43.9% 472 29.2% 1,511 905 67.0%
Provision for Income Taxes 250 182 37.4% 196 27.6% 632 428 47.7%
Segment Net Income (1) $360 $242 48.8% $276 30.4% $879 $477 84.3%
Selected Financial and Operating Data
(amounts in millions, except customer
data in thousands)
Segment operating income $748 $555 34.8% $606 23.4% $1,914 $1,301 47.1%
Segment operating margin 19.6% 15.9% 370 bps 16.4% 320 bps 17.2% 12.7% 450 bps
Cellular/PCS Operating Metrics (100%
Cingular)**:
Total Customers (7) 58,666 52,292 12.2% 57,308 2.4% 58,666 52,292 12.2%
Net Customer Additions (7) 1,358 867 56.6% 1,498 -9.3% 4,535 3,186 42.3%
M&A Activity, Partitioned Customers - (17) * - * (13) (26) 50.0%
and/or Adjs (7)
Churn (8) 1.8% 2.3% -50 bps 1.7% 10 bps 1.8% 2.2% -40 bps
Wireless Service ARPU (3) $49.76 $49.65 0.2% $48.84 1.9% $49.04 $49.92 -1.8%
Minutes Of Use Per Subscriber (4) 755 698 8.2% 741 1.9% 732 673 8.8%
Licensed POPs (5) 296 294 0.7% 296 0.0% 296 294 0.7%
Penetration (6) 20.8% 18.3% 250 bps 20.0% 80 bps 20.8% 18.3% 250 bps
* - Not meaningful.
** - These metrics and calculations are not impacted by the normalization of
wireless merger integration costs and wireless merger intangible amortization.
(a) The wireless segment is comprised of BellSouth's 40% share of the reported
results of Cingular Wireless.
BellSouth Corporation
Results by Segment (amounts in millions) (unaudited)
Advertising & Publishing (1)
Year-to-Date
3Q06 3Q05 Growth 2Q06 Growth 2006 2005 Growth
Operating Revenues
Advertising and publishing $502 $477 5.2% $494 1.6% $1,483 $1,433 3.5%
revenues
Commission revenues 35 32 9.4% 53 -34.0% 107 98 9.2%
Total Operating Revenues 537 509 5.5% 547 -1.8% 1,590 1,531 3.9%
Operating Expenses
Cost of services 96 94 2.1% 97 -1.0% 286 283 1.1%
Selling, general, & 188 175 7.4% 191 -1.6% 558 518 7.7%
administrative expenses
Depreciation and amortization 8 7 14.3% 7 14.3% 23 21 9.5%
Total Operating Expenses 292 276 5.8% 295 -1.0% 867 822 5.5%
Segment Operating Income 245 233 5.2% 252 -2.8% 723 709 2.0%
Interest Expense 4 3 33.3% 4 0.0% 13 8 62.5%
Other Income (Expense), net - - * (3) * (5) - *
Income Before Income Taxes 241 230 4.8% 245 -1.6% 705 701 0.6%
Provision for Income Taxes 87 84 3.6% 89 -2.2% 255 260 -1.9%
Segment Net Income(1) $154 $146 5.5% $156 -1.3% $450 $441 2.0%
Segment operating income $245 $233 5.2% $252 -2.8% $723 $709 2.0%
Segment operating margin 45.6% 45.8% -20 bps 46.1% -50 bps 45.5% 46.3% -80 bps
* - Not meaningful.
BellSouth Corporation
Notes
(1) Segment net income (loss) is based on normalized results which exclude
certain one-time transactions and certain corporate intercompany billings.
Certain intersegment revenues are not eliminated for purposes of management
reporting.
(2) Wireless service revenues include activation fees, access, airtime, roaming,
long distance and value added services. Roaming revenues are included on a gross
basis for the Wireless segment.
(3) Management uses average revenue per unit (ARPU) as an indicator of operating
performance of the business.
Consumer ARPU is defined as consumer revenues during the period divided by
average primary access lines during the period.
Wireless Service ARPU is defined as Cellular/PCS service revenues during the
period divided by average Cellular/PCS subscribers during the period. This
metric is used to compare the recurring revenue amounts being generated on our
network to prior periods and internal targets. We believe that each of these
metrics provides useful information concerning the performance of our
initiatives to attract and retain high value customers and the use of our
network.
(4) Effective with the 1Q05 reporting period, the Total Minutes of Use per
Cellular/PCS Subscriber (MOUs) definition has been revised to exclude Short
Message Service (SMS) activity and include Local MOUs and Outcollect MOUs in the
numerator.
(5) Licensed POPs refers to the number of people residing in areas where
Cingular and its partners have licenses to provide cellular or PCS service,
including areas where Cingular has not yet commenced service.
(6) Penetration calculation for 3Q06 is based on licensed "operational" POPs of
282 million.
(7) Cellular/PCS customers include customers served through reseller agreements.
(8) Cellular/PCS churn is calculated by dividing the aggregate number of
Cellular/PCS customers who cancel service during each month in a period by the
total number of Cellular/PCS customers at the beginning of each month in that
period.
BellSouth Corporation
Non-GAAP Measures - Reconciliation
(amounts in millions) (unaudited)
Segment Net Income Reconciliation to GAAP
Net Income
Year-to-Date
3Q06 3Q05 2Q06 2006 2005
Communications Group segment Net Income $720 $611 $698 $2,072 $1,935
Wireless segment Net Income 360 242 276 879 477
Advertising and Publishing Group segment 154 146 156 450 441
Net Income
Corporate, eliminations and other (54) (61) (48) (156) (157)
Normalized Net Income 1,180 938 1,082 3,245 2,696
Add back Excluded non-recurring or (121) (121) (195) (515) (20)
non-operational items (a)
Consolidated GAAP Net Income $1,059 $817 $887 $2,730 $2,676
Free Cash Flow Year-to-Date
3Q06 3Q05 2Q06 2006 2005
Net cash provided by Operating Activities $1,706 $2,114 $1,930 $5,268 $5,934
Less Capital Expenditures (730) (886) (950) (2,761) (2,465)
Operating Free Cash Flow $976 $1,228 $980 $2,507 $3,469
Net Debt
September 30, December 31, June 30,
2006 2005 2006
Total Debt $18,204 $17,188 $17,372
Less Cash (731) (427) (259)
Net Debt $17,473 $16,761 $17,113
Consolidated Normalized Operating Income Year-to-Date
before Depreciation and Amortization
3Q06 3Q05 2Q06 2006 2005
Operating Revenues $8,954 $8,494 $8,815 $26,453 $25,328
Operating Income 2,210 1,817 2,036 6,146 5,265
Add back Depreciation and Amortization 1,377 1,343 1,372 4,103 4,080
Operating Income before Depreciation and $3,587 $3,160 $3,408 $10,249 $9,345
Amortization
Margin 40.1% 37.2% 38.7% 38.7% 36.9%
Communications Group Operating Income Year-to-Date
before Depreciation and Amortization
3Q06 3Q05 2Q06 2006 2005
Operating Revenues $4,696 $4,588 $4,673 $14,048 $13,831
Operating Income 1,205 1,021 1,164 3,474 3,228
Add back Depreciation and Amortization 886 914 890 2,662 2,734
Operating Income before Depreciation and $2,091 $1,935 $2,054 $6,136 $5,962
Amortization
Margin 44.5% 42.2% 44.0% 43.7% 43.1%
Wireless Operating Income before Year-to-Date
Depreciation and Amortization
3Q06 3Q05 2Q06 2006 2005
Service Revenues $3,464 $3,089 $3,318 $9,984 $9,144
Equipment and Other Revenues 357 410 369 1,116 1,090
Operating Revenues 3,821 3,499 3,687 11,100 10,234
Operating Income 748 555 606 1,914 1,301
Operating Margin (Operating Income divided 19.6% 15.9% 16.4% 17.2% 12.7%
by Operating Revenues) (b)
Add back Depreciation and Amortization 484 421 473 1,418 1,324
Operating Income before Depreciation and $1,232 $976 $1,079 $3,332 $2,625
Amortization
Margin (Operating Income before Depr & 35.6% 31.6% 32.6% 33.4% 28.7%
Amort divided by Service Revenues) (b)
Advertising & Publishing Operating Income Year-to-Date
before Depreciation and Amortization
3Q06 3Q05 2Q06 2006 2005
Operating Revenues $537 $509 $547 $1,590 $1,531
Operating Income 245 233 252 723 709
Add back Depreciation and Amortization 8 7 7 23 21
Operating Income before Depreciation and $253 $240 $259 $746 $730
Amortization
Margin 47.1% 47.2% 47.3% 46.9% 47.7%
(a) See pages 3 and 4 for detail of excluded items.
(b) Margin calculations for our wireless segment represent 40% of Cingular's
margin calculations adjusted for the related normalized items as presented on
pages 3-4.
BellSouth Corporation
Hurricane Katrina Revenue Impacts
(amounts in millions, except per share data)
Communications Group:
3Q06 3Q05 Growth
As reported (with Katrina customer
bill credits):
Operating revenues $ 4,696 $4,588 2.4%
Pro forma (without Katrina customer
bill credits):
Operating revenues $ 4,696 $4,632 1.4%
Impact of Hurricane Katrina bill
credits on:
Operating revenues $ - $(44) 100 bps
Advertising & Publishing:
3Q06 3Q05 Growth
As reported (with Katrina customer
bill credits):
Operating revenues $ 537 $509 5.5%
Pro forma (without Katrina customer
bill credits):
Operating revenues $ 537 $516 4.1%
Impact of Hurricane Katrina bill
credits on:
Operating revenues $ - $ (7) 140 bps
BellSouth Corporation
Cingular Amortization Reconciliation
(amounts in millions, except per share data)
Consolidated
4Q04 2004 1Q05 2Q05 3Q05
Normalized D&A - as $1,472 $4,868 $1,588 $1,524 $1,501
originally disclosed
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 $556 $1,232 $670 $608 $579
originally disclosed
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.
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