Bellsouth Corp – ‘8-K’ for 10/20/98 – EX-99

As of:  Tuesday, 10/20/98   ·   For:  10/20/98   ·   Accession #:  732713-98-15   ·   File #:  1-08607

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2±     9K 
 2: EX-99       Miscellaneous Exhibit                                 15±    52K 

EX-99   —   Miscellaneous Exhibit

Earnings Release                                                                
October 20, 1998                                                                

FOR MORE INFORMATION               FOR IMMEDIATE RELEASE                        
Tim Klein (404-249-4135)           October 20, 1998                             
Al Schweitzer (404-249-2832)                                                    

BellSouth Reports 15.5% Increase in Third Quarter EPS                   
Wireless customers worldwide increase more than 2 million;                    
Data and digital services revenues leap 36% to $463 million                   

ATLANTA  -  BellSouth Corporation (NYSE: BLS) reported a                        
15.5 percent increase in third quarter normalized diluted                       
earnings per share (EPS), as growth continued in data and                       
digital services, additional lines, calling features and                        
wireless operations in the U.S. and worldwide.                                  

EPS in the three months ended September 30, 1998 was 82                         
cents, compared to 71 cents in the third quarter of 1997                        
(excluding one-time gains totaling 48 cents.)  Record                           
quarterly revenues were $5.9 billion, including certain                         
domestic and international wireless operations that were                        
consolidated in 1998.                                                           

"The third quarter proved once again that BellSouth's growth                    
has momentum," said Duane Ackerman, chairman and chief                          
executive officer.  "We're giving our customers the fast,                       
reliable services they need in today's Internet and data                        
world.  In wireline and wireless, we're giving them advanced                    
features and great packages of services.  Our customer focus                    
gives us a solid foundation for continued earnings growth in                    
the future."                                                                    

BellSouth markets an array of innovative, customized digital                    
and data services to business customers, who increasingly                       
are deploying powerful high-speed connection, networking and                    
Internet solutions.  BellSouth's data and digital services                      
revenues increased to $463 million in the third quarter of                      
1998, a 36 percent increase compared to $340 million in the                     
same three months a year earlier.                                               

BellSouth grew residential access lines at an annual rate of                    
4.2 percent, including a record third quarter increase of                       
94,000 additional lines.  Customers are using additional                        
lines for Internet access such as BellSouth.net(SM) service,                    
children's phones, fax machines, telecommuting and work-at-                     
home tools.  About one out of every seven BellSouth                             
residential lines is an additional line.  In total, access                      
line equivalents, which include traditional switched lines                      
as well as data and digital services products, grew 13.4                        
percent.                                                                        

Convenience features continued to boost BellSouth's                             
performance.  Revenues from services such as Caller ID                          
Deluxe, Call Return and MemoryCall(r) service voice messaging                   
were $421 million in the third quarter of 1998, up nearly 20                    
percent from the same three months of 1997.  Caller ID                          
Deluxe features grew 33 percent and now are used by nearly                      
5.6 million customers.  Call Waiting Deluxe in service                          
nearly tripled, to more than 2.1 million.                                       

BellSouth's international operations also made a major                          
contribution. The company's extensive wireless operations in                    
Latin America gained more momentum from Brazil.  In less                        
than five months, BellSouth and its partners have added                         
524,000 customers.                                                              

In total, BellSouth's worldwide wireless customer base grew                     
more than 2 million compared to the third quarter of 1997.                      
Based on the company's ownership percentages, overseas                          
customers increased 1.4 million, or 86 percent, including a                     
minor impact from the purchase of larger ownership stakes in                    
several Latin American markets.  In its domestic cellular                       
and PCS markets, BellSouth added 656,000 customers, for 16.2                    
percent annual growth.  BellSouth now serves more than 7.7                      
million wireless customers worldwide.                                           

Net income in the third quarter of 1998 was $814 million, an                    
increase of 15.5 percent compared to the same quarter a year                    
ago, when net income was $705 million before one-time gains.                    
One-time gains related to the sale of BellSouth's                               
investments in Optus Communications and ITT World                               
Directories and totaled $480 million after tax.                                 

Reported revenues and expenses in 1998 include certain                          
domestic and international wireless operations that were not                    
consolidated in 1997.  If these operations had been                             
consolidated last year, revenue growth in the third quarter                     
of 1998 would have been 9.8 percent, and expenses would have                    
increased 9.5 percent.                                                          

BellSouth is a $22 billion communications services company.                     
It provides telecommunications, wireless communications,                        
cable and digital TV, directory advertising and publishing,                     
and Internet and data services to nearly 33 million                             
customers in 20 countries worldwide.                                            

NOTE:  For more information about BellSouth Corporation,                        
visit the BellSouth Web page at: http://www.bellsouth.com.                      
BellSouth news releases dating back one year are available                      
by fax at no charge by calling 1-800-758-5804, Ext. 095650.                     

PRELIMINARY                                                                     
October 20, 1998                                                                
BELLSOUTH CORPORATION                   
CONSOLIDATED STATEMENTS OF INCOME                   
(In Millions, Except Per Share Amounts)                   
(Unaudited)                   

                  For the Three       For the Nine
                  Months Ended        Months Ended
                   September 30,       September 30,
                  1998      1997      1998      1997
Operating Revenues:                                                     
Network and related                                                   
services:                                                           
Local service          $ 2,380   $ 2,143   $ 6,987   $ 6,315      
Interstate access          944       916     2,849     2,761      
Intrastate access          203       197       609       601      
Toll                       180       189       532       549      
Wireless communications    1,234       929     3,523     2,509        
Directory advertising                                                 
and publishing              505       466     1,286     1,227       
Other services               419       353     1,169       999        
Total Operating Revenues    5,865     5,193    16,955    14,961         

Operating Expenses:                                                     
Cost of services and                                                  
products                  1,845     1,566     5,255     4,524       
Depreciation and                                                      
amortization              1,111     1,002     3,228     2,939       
Selling, general and                                                  
administrative            1,446     1,279     4,121     3,575       
Total Operating Expenses    4,402     3,847    12,604    11,038         

Operating Income            1,463     1,346     4,351     3,923         

Interest Expense              218       195       611       565         
Gain on Sale of                                                         
Operations                    --       787       155       787        
Other Income, net              73        20       219        46         

Income Before Income                                                    
Taxes                      1,318     1,958     4,114     4,191        
Provision for Income                                                    
Taxes                        504       773     1,590     1,659        

Net Income                $   814   $ 1,185   $ 2,524   $ 2,532         

Weighted-Average Common                                                 
Shares Outstanding:                                                   
Basic                       983       992       988       992       
Diluted                     989       995       994       994       
Dividends Declared Per                                                  
Common Share             $   .36   $   .36   $  1.08   $  1.08        

Earnings Per Share:                                                     
Basic                    $   .83   $  1.19   $  2.55   $  2.55        
Diluted                  $   .82   $  1.19   $  2.54   $  2.55        

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH CORPORATION                   
EARNINGS SUMMARY                    
(Unaudited)                   

                          For the Three     For the Nine
                           Months Ended       Months Ended
                           September 30,     September 30,
                           1998    1997     1998      1997

Net Income                                                                      
Reported Net Income                 $  814  $1,185  $2,524    $2,532          

Gain from Additional Proceeds on                                              
Sale of ITT World Directories(a)       --      --     (96)       --         
Gain on Sale of Optus                                                         
Communications(b)                      --    (352)     --      (352)        
Gain on Sale of ITT                                                           
World Directories(c)                   --    (128)     --      (128)        
South Carolina Regulatory                                                     
Settlement(d)                          --      --      --        47         

Adjusted Net Income                 $  814  $  705  $2,428    $2,099          

Diluted Earnings Per Share                                                      
Reported Earnings Per Share         $  .82  $ 1.19  $ 2.54    $ 2.55          

Gain from Additional Proceeds on                                              
Sale of ITT World Directories(a)       --      --    (.10)       --         
Gain on Sale of Optus                                                         
Communications(b)                      --    (.35)     --      (.35)        
Gain on Sale of ITT World                                                     
Directories(c)                         --    (.13)     --      (.13)        
South Carolina Regulatory                                                     
Settlement(d)                          --      --      --       .05         

Adjusted Earnings Per Share(e)      $  .82  $  .71  $ 2.44    $ 2.11          

(a)  Represents the after-tax gain associated with                            
additional proceeds received in first quarter 1998 on the               
July 1997 sale of ITT World Directories.  The pretax gain               
related to the proceeds was $155.                                       
(b)  Represents the after-tax gain on the sale of Optus                       
Communications.  The pretax gain on the sale was $578.                  
(c)  Represents the after-tax gain on the sale of ITT World                   
Directories.  The pretax gain on the sale was $209.                     
(d)  Represents the after-tax effect of a regulatory                          
settlement in South Carolina which occurred in second                   
quarter 1997.                                                           
(e)  Earnings Per Share for the nine months ended September                   
30, 1997 does not sum due to rounding.                                  

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH CORPORATION                   
CONSOLIDATED BALANCE SHEETS                   
(In Millions, Except Per Share Amounts)                   
                   September 30,  December 31,
                   1998           1997
     (Unaudited)
ASSETS                                                                  
Current Assets:                                                         
Cash and cash equivalents       $   2,389      $  2,570               
Temporary cash investments            211            17               
Accounts receivable, net of                                           
allowance for uncollectibles                                        
of $264 and $246                   4,413         4,750              
Material and supplies                 430           393               
Other current assets                  775           387               
Total Current Assets              8,218         8,117             
Investments and Advances             2,531         2,675                
Property, Plant and Equipment:                                          
Property, plant and equipment      57,061        53,828               
Accumulated depreciation           33,426        30,967               
Property, plant and                                                   
equipment, net                   23,635        22,861             
Deferred Charges and Other                                              
Assets                              1,013           702               
Intangible Assets, net               2,960         1,946                
Total Assets                      $ 38,357      $ 36,301                

LIABILITIES AND SHAREHOLDERS' EQUITY                                    
Current Liabilities:                                                    
Debt maturing within one year   $   3,371      $  3,706               
Accounts payable                    1,733         1,825               
Other current liabilities           3,985         3,252               
Total Current Liabilities         9,089         8,783             
Long-Term Debt                       8,532         7,348                
Deferred Credits and Other                                              
Liabilities:                                                          
Accumulated deferred income                                           
taxes                              1,855         2,023              
Unamortized investment tax                                            
credits                              179           213              
Other liabilities and                                                 
deferred credits                   2,803         2,769              
Total Deferred Credits and                                        
Other Liabilities                4,837         5,005            
Shareholders' Equity:                                                   
Common stock, $1 par value          1,010         1,010               
Paid-in capital                     7,777         7,714               
Retained earnings                   8,848         7,382               
Accumulated other                                                     
comprehensive income                  (2)           36              
Shares held in trust and                                              
treasury                          (1,396)         (575)             
Guarantee of ESOP debt               (338)         (402)              
Total Shareholders' Equity       15,899        15,165             
Total Liabilities and                                                   
Shareholders' Equity             $ 38,357      $ 36,301               

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH FINANCIAL HIGHLIGHTS                    
SELECTED DATA                   
(Unaudited)                   

                     Three Months   Three Months
                      Ended          Ended
                      September 30,  September 30,
                     1998           1997

Earnings per share:                                                     
Basic                              $  .83        $  1.19 (a)          
Diluted                            $  .82        $  1.19 (a)          

Return on average common                                                
equity (annualized)                  19.6%         32.3% (b)          

Return on average total                                                 
capital(annualized)                  13.9%         21.6% (c)          

Weighted-average common shares                                          
outstanding (millions)                                                
Basic                                 983           992             
Diluted                               989           995             

Dividends per share                $    .36       $   .36               

Property additions (millions)      $  1,218       $ 1,250               

                At September 30,
               1998       1997

Common shares outstanding                                               
(millions)                           979        992                   

Debt ratio                          42.7%      40.7%                    

Total employees                    86,628     82,298                    

(a) Includes after-tax gains of $352 ($.35 per share) and                     
$128 ($.13 per share) from sale of Optus Communications and           
ITT World Directories, respectively.                                  
(b) After adjusting net income for the impact of the gains                    
on sales of Optus Communications and ITT World Directories,           
Return on average common equity was 19.2%.                            
(c) After adjusting net income for the impact of the gains                    
on sales of Optus Communications and ITT World Directories,           
Return on average total capital was 13.9%.                            

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH FINANCIAL HIGHLIGHTS                    
SELECTED DATA                   
(Unaudited)                   

                      Nine Months    Nine Months
                      Ended          Ended
                      September 30,  September 30,
                      1998            1997

Earnings per share:                                                     
Basic                              $ 2.55 (a)     $  2.55 (d)         
Diluted                            $ 2.54 (a)     $  2.55 (d)         

Return on average common                                                
equity (annualized)                 20.9% (b)       24.0% (e)         

Return on average total                                                 
capital(annualized)                 14.4% (c)       16.5% (f)         

Weighted-average common shares                                          
outstanding (millions)                                                
Basic                                  988           992            
Diluted                                994           994            

Dividends per share                 $   1.08       $  1.08              

Property additions (millions)       $  3,619       $ 3,265              

(a) Includes an after-tax gain of $96 ($.10 per share)                        
related to additional proceeds from the sale of ITT World             
Directories.                                                          
(b) After adjusting net income for the gain from additional                   
proceeds on ITT World Directories, Return on average common           
equity was 20.1%.                                                     
(c) After adjusting net income for the gain from additional                   
proceeds on ITT World Directories, Return on average total            
capital was 13.9%.                                                    
(d) Includes after-tax gains of $352 ($.35 per share) and                     
$128 ($.13 per share) from sales of Optus Communications and          
ITT World Directories, respectively, and an after-tax charge          
of $47 ($.05 per share) related to a regulatory settlement            
in South Carolina.                                                    
(e) After adjusting net income for the gains on sales of                      
Optus Communications and ITT World Directories and the                
impact of the South Carolina regulatory settlement, Return            
on average common equity was 19.9%.                                   
(f) After adjusting net income for the gains on sales of                      
Optus Communications and ITT World Directories and the                
impact of the South Carolina regulatory settlement, Return            
on average total capital was 14.1%.                                   

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH TELECOMMUNICATIONS, INC.                    
CONSOLIDATED STATEMENTS OF INCOME                   
(In Millions)                   
(Unaudited)                   

                   For the             For the
                  Three Months Ended   Nine Months Ended
                   September 30,       September 30,
                  1998      1997      1998      1997
Operating Revenues:                                                           
Local service               $ 2,380   $ 2,143   $ 6,987   $ 6,315           
Interstate access               944       916     2,849     2,761           
Intrastate access               203       197       609       601           
Toll                            180       189       532       549           
Other                           488       428     1,374     1,206           
Total Operating Revenues       4,195     3,873    12,351    11,432            

Operating Expenses:                                                           
Cost of services and                                                        
products                     1,455     1,319     4,172     3,816          
Depreciation and                                                            
amortization                   847       837     2,509     2,482          
Selling, general and                                                        
administrative                 811       731     2,186     2,015          
Total Operating Expenses       3,113     2,887     8,867     8,313            

Operating Income               1,082       986     3,484     3,119            

Interest Expense                 132       133       409       401            
Other Income                                                                  
(Expense), net                   (2)        3         2         4           

Income Before Income                                                          
Taxes                           948       856     3,077     2,722           
Provision for Income                                                          
Taxes                           322       320     1,124     1,022           

Net Income                   $   626   $   536   $ 1,953   $ 1,700            

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS                   
SELECTED DATA                   
(Unaudited)                   

                         Three Months   Three Months
                          Ended          Ended
                          September 30,  September 30,
                          1998          1997

Property additions (millions)       $  855         $  963         

Access minutes of use                                             
(millions):                                                     
Interstate                         19,728         18,524        

Intrastate                          6,710          5,964        

IntraLATA toll messages                199            224         
(millions)                                                      

                          At September 30,
                           1998           1997

Debt ratio                           47.3%          47.5%         

Telephone employees                 60,087         61,455         

Network access lines in                                           
service (thousands):                                            
Switched Access Lines             23,869         22,968       
Access Line Equivalents(a)                                    
Selected Digital Data                                     
Services:                                               
Basic Rate ISDN(b)               175            130   
Primary Rate ISDN                458            225   
DS0                              681            644   
DS1                            4,090          3,206   
DS3                            6,646          4,488   
Total Equivalent Access Lines       35,919         31,661         

(a) Access line equivalent conversion factors are based on                    
the estimated capacity of 1 switched access line.  The                
conversion factors used are as follows:                               
Basic Rate ISDN (b)     2.5/1                           
Primary Rate ISDN        24/1                           
DS0                       1/1                           
DS1                      24/1                           
DS3                     672/1                           

(b) Basic Rate ISDN lines are included in BellSouth                           
Telecommunication's switched access line count as equaling 1          
line.  The amounts shown are the estimated incremental                
equivalent access lines resulting from these lines.                   

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS                   
SELECTED DATA                   
(Unaudited)                   

                          Nine Months    Nine Months
                          Ended          Ended
                          September 30,  September 30,
                          1998          1997

Property additions (millions)       $2,553         $2,539         

Access minutes of use                                             
(millions):                                                     
Interstate                         58,530         54,797        

Intrastate                         19,230         17,389        

IntraLATA toll messages                601            686         
(millions)                                                      

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH CORPORATION                                                           
CELLULAR OPERATING INFORMATION (UNAUDITED) (7)                                  

($ IN THOUSANDS, EXCEPT                Third         Third                      
PER CUSTOMER                        Quarter       Quarter                   
INFORMATION              NOTES        1998         1997      % Change       

DOMESTIC OPERATIONS                                                     
Cellular Revenues,    (1),(4)       $669,356     $658,989      1.6%     
net                                                                   

Operating Expenses      (1)          355,648      318,048     11.8%     
Depreciation Expense    (1)          114,812       98,471     16.6%     
Amortization of                                                         
Intangibles            (1)           19,843       18,281      8.5%    
(including                                                            
goodwill)                                                             
Total Operating      (1)          490,303      434,800     12.8%  
Expenses                                                        

Operating Income     (1)          179,053      224,189    -20.1%  

Other Expenses          (1)           77,969       91,090    -14.4%     
(includes interest                                                    
and taxes)                                                            

Net Income           (1)         $101,084     $133,099    -24.1%  

Operating Cash Flow   (1),(6)       $313,708     $340,941     -8.0%     
Cash Operating        (1),(6)         46.87%       51.74%     -9.4%     
Margin                                                                

DOMESTIC CELLULAR DATA                                                  
Population Served:      (11)                                            
Control Basis        (2)       50,517,000   52,196,000     -3.2%  
Equity Basis         (3)       40,648,000   41,021,000      -.9%  

Customers Served:                                                       
Control Basis      (2),(8)      5,399,000    4,860,000     11.1%  
Equity Basis       (3),(8)      4,542,000    3,967,000     14.5%  

Average Monthly         (5)              $45          $51    -11.8%     
Service Revenue                                                       
per Customer                                                          

Penetration Rate        (3)           11.17%        9.67%     15.5%     

Property, Plant         (1)       $3,920,000   $3,539,000     10.8%     
and Equipment                                                         

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH CORPORATION                                                           
CELLULAR OPERATING INFORMATION (UNAUDITED) (7)                                  

($ IN THOUSANDS, EXCEPT                Third         Third                      
PER CUSTOMER                       Quarter       Quarter                  
INFORMATION)            NOTES        1998         1997      % Change      

DOMESTIC PCS DATA                                                       
Population Served:     (11)                                             
Control Basis        (2)       25,096,000   24,032,000      4.4%  
Equity Basis         (3)       20,432,000   19,428,000      5.2%  

Customers Served:                                                       
Control Basis        (2)          249,000      126,000     97.6%  
Equity Basis         (3)          158,000       77,000    105.2%  

SELECTED INTERNATIONAL OPERATING DATA (9),(10)                          
Cellular Revenues       (1)         $618,888     $357,328     73.2%     
Population Served:                                                      
Control Basis        (2)       88,100,000   68,900,000     27.9%  
Equity Basis       (3),(12)   108,942,000   88,014,000     23.8%  

Cellular Customers Served:                                              
Control Basis        (2)        2,430,000    1,497,000     62.3%  
Equity Basis       (3),(12)     3,014,000    1,624,000     85.6%  

Penetration Rate      (3),(10)         3.05%        2.34%     30.3%     

SELECTED LATIN AMERICA INFORMATION (10)                                 
Cellular Revenues       (1)         $441,913     $206,488    114.0%     
Net Earnings from       (1)         $(3,826)       $5,724        --     
Operations                                                            
Operating Cash Flow   (1),(6)       $139,087      $53,160    161.6%     
Cash Operating        (1),(6)         31.47%       25.74%     22.3%     
Margin                                                                

Population Served:                                                      
Control Basis        (2)       84,400,000   65,300,000     29.2%  
Equity Basis       (3),(12)    82,094,000   61,522,000     33.4%  

Customers Served:                                                       
Control Basis        (2)        2,305,000    1,420,000     62.3%  
Equity Basis       (3),(12)     1,923,000      884,000    117.5%  

Average Monthly                                                         
Service Revenue per    (5)              $69          $80    -13.8%    
Customer                                                              
Penetration Rate      (3),(10)         2.67%        2.06%     29.6%     

PRELIMINARY                                                                     
October 20, 1998                                                                

BELLSOUTH CORPORATION                                                           
CELLULAR OPERATING INFORMATION (UNAUDITED) (7)                                  

($ IN THOUSANDS, EXCEPT                                                         
PER CUSTOMER                  Year-to-Date  Year-to-Date              
INFORMATION)          NOTES       1998          1997     % Change     

DOMESTIC OPERATIONS                                                     
Cellular Revenues,    (1),(4)     $1,947,491   $1,872,874      4.0%     
net                                                                   

Operating Expenses      (1)        1,050,363    1,020,866      2.9%     
Depreciation Expense    (1)          332,061      280,370     18.4%     
Amortization of         (1)           59,449       55,119      7.9%     
Intangibles                                                           
(including                                                          
goodwill)                                                           
Total Operating      (1)        1,441,873    1,356,355      6.3%  
Expenses                                                        

Operating Income     (1)          505,618      516,519     -2.1%  

Other Expenses          (1)          213,077      225,154     -5.4%     
(includes interest                                                    
and taxes)                                                            

Net Income           (1)         $292,541     $291,365       .4%  

Operating Cash Flow   (1),(6)       $897,128     $852,008      5.3%     
Cash Operating        (1),(6)         46.07%       45.49%      1.3%     
Margin                                                                

DOMESTIC CELLULAR DATA                                                  
Average Monthly                                                         
Service Revenue        (5)              $46          $52    -11.5%    
per Customer                                                          

SELECTED INTERNATIONAL OPERATING DATA (9),(10)                          
Cellular Revenues       (1)       $1,519,530     $941,434     61.4%     

SELECTED LATIN AMERICA INFORMATION  (10)                                
Cellular Revenues       (1)       $1,027,181     $534,011     92.4%     
Net Earnings from       (1)          $18,366      $34,144    -46.2%     
Operations                                                            
Operating Cash Flow   (1),(6)       $322,791     $160,845    100.7%     
Cash Operating        (1),(6)         31.42%       30.12%      4.3%     
Margin                                                                

Average Monthly         (5)              $71          $82    -13.4%     
Service Revenue per                                                   
Customer                                                              

PRELIMINARY                                                                     
October 20, 1998                                                                

BellSouth Corporation                                                           
Schedule of International Customers and POPS by Country (000's)                 

                    Third Quarter 1998
                    ------------------------------------------
                  Customers               POPS
                    --------------------  --------------------

Country        Company       Equity   Control    Equity     Control         
--------       ---------    --------- --------   --------    --------         
Argentina    CRM                   519       798      8,515     13,100          
Chile        BellSouth             164       164      7,400      7,400          
Chile                                                 
Ecuador      BellSouth              94       105     10,906     12,200          
Ecuador                                               
Nicaragua    BellSouth              12        13      2,581      2,900          
Nicaragua                                             
Panama       BSC Panama             18         -      1,135          -          
Peru         Tele 2000             125       212      4,133      7,000          
   Interior                -         -     10,037     17,000
Uruguay      Abiatar                21        46        966      2,100          
Venezuela    Telcel                755       967     17,742     22,700          
Brazil       Region 1-             194         -      7,374          -          
Sao Paulo                                           
   Region 10              21         -     11,305          -
                      ------    ------    -------     ------
Subtotal Latin America           1,923     2,305     82,094     84,400          
                      ------    ------    -------     ------

Denmark      DMT                   308         -      2,465          -          
Germany      E-Plus                356         -     18,545          -          
Israel       Cellcom               341         -      2,085          -          
India        SkyCell                 5         -      1,348          -          
New Zealand  BSNZ                   81       125      2,405      3,700          
                      ------    ------    -------     ------
Subtotal other                   1,091       125     26,848      3,700          
                      ------    ------    -------     ------
Total International              3,014     2,430    108,942     88,100          
                      ======    ======    =======     ======

PRELIMINARY                                                                     
October 20, 1998                                                                

BellSouth Corporation                                                           
Schedule of International Customers and POPS by Country (000's)                 

                    Third Quarter 1997
                    ------------------------------------------
                  Customers               POPS
                    --------------------  --------------------

Country        Company       Equity   Control    Equity     Control         
--------       ---------    --------- --------   --------    --------         
Argentina    CRM                   301       501      7,863     13,100          
Chile        BellSouth             128       128      7,200      7,200          
Chile                                                 
Ecuador      BellSouth              25        41      7,157     11,700          
Ecuador                                               
Nicaragua    BellSouth               5         6      2,400      2,700          
Nicaragua                                             
Panama       BSC Panama              5         -      1,093          -          
Peru         Tele 2000              49        84      4,109      7,000          
   Interior                -         -          -          -
Uruguay      Abiatar                13        36        595      1,700          
Venezuela    Telcel                358       624     12,553     21,900          
Brazil       Region 1-               -         -      7,374          -          
Sao Paulo                                             
   Region 10               -         -     11,178          -
                      ------    ------     ------     ------
Subtotal Latin America             884     1,420     61,522     65,300          
                      ------    ------     ------     ------

Denmark      DMT                   260         -      2,418          -          
Germany      E-Plus                164         -     18,388          -          
Israel       Cellcom               261         -      1,998          -          
India        SkyCell                 5         -      1,348          -          
New Zealand  BSNZ                   50        77      2,340      3,600          
                      ------    ------     ------     ------
Subtotal other                     740        77     26,492      3,600          
                      ------    ------     ------     ------
Total International              1,624     1,497     88,014     68,900          
                      ======    ======     ======     ======

PRELIMINARY                                                                     
October 20, 1998                                                                

NOTES                                                                           
(1) The presentation of selected income statement  and                          
balance sheet information is based on BellSouth's ownership             
percentage for all domestic and international cellular                  
subsidiaries and affiliates, whether or not consolidated for            
financial statement presentation purposes.  Gains/losses                
from the sale of properties and other unusual items are not             
included in net income.  Financial information for Domestic             
Cellular Operations does not include PCS.                               
(2) Includes 100% of population/customers served in markets                     
where BellSouth has operating control and/or BellSouth                  
ownership exceeds 50%; excludes population/customers served             
for markets where BellSouth does not have operating control             
and ownership is less than 50%.                                         
(3) Includes  population/customers  served  based  on                           
BellSouth's ownership percentage in all markets served.                 
(4) Included in revenues is equipment revenue net of cost.                      
(5) Includes local service revenue, which consists  of                          
charges for cellular air-time service, long distance, and               
access billed by a carrier for services in its market.                  
Excluded are roaming charges, toll charges, taxes on service            
revenues, equipment sales, installation and repair revenues.            
(6) Operating cash flow represents operating income before                      
depreciation and amortization.                                          
(7) The income statement and balance sheet information are                      
for  the periods ended August 31, 1998 and 1997.   The                  
domestic  customer numbers presented above are  as  of                  
September 30, 1998 and 1997 and international customer                  
numbers are as of August 31, 1998 and 1997.                             
(8) As information, domestic cellular customers served on a                     
control basis for the periods ended August 31, 1998 and 1997            
were 5,348,000 and 4,846,000, respectively.  On an equity               
basis, domestic cellular customers served for the same                  
periods were 4,503,000 and 3,924,000, respectively.                     
(9) BellSouth sold its investment in Optus during the third                     
quarter of 1997. Previously reported data for 1997 has been             
restated to exclude Optus.                                              
(10)For third quarter 1998, no financial or  customer                           
information related to the newly acquired license in Peru               
Interior is included, and the penetration rate calculation              
excludes this population amount.                                        
(11)Coverage areas for certain BellSouth Domestic Cellular                      
and PCS licenses overlap each other. If these categories                
were combined for reporting purposes, third quarter 1998                
total population served would be reduced by  642,000                    
(control basis) and 830,000 (equity basis) for the overlap.             
(12)Includes 251,000 net customer additions resulting from                      
increased ownership percentages in several existing Latin               
American markets.  Excluding these customer additions,                  
equity basis customers served for International and Latin               
America increased by 70.1% and 89.1%, respectively, over                
third quarter 1997.  Excluding these ownership changes,                 
equity basis population served increased by 13.5% and 18.7%             
for International and Latin America, respectively, over                 
third quarter 1997.                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on / For Period End:		10/20/98
		9/30/98		10-Q
		8/31/98
		9/30/97		10-Q
		8/31/97
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