UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 25, 2005
BELLSOUTH CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation)
1-8607 58-1533433
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(Commission File Number) (IRS Employer Identification No.)
Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia 30309-3610
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(Address of Principal Executive Offices) (Zip Code)
(404) 249-2000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
The information in this report, including the Exhibits described below, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Attached and incorporated herein by reference are:
(i) Exhibit 99-a, which is a copy of a press release of BellSouth
Corporation dated January 25, 2005, reporting the company's
financial results for the quarter and year ended December 31,
2004; and
(ii) Exhibit 99-b, which is a document entitled "Investor News" that
contains more detailed information about the recently completed
quarter.
Non-GAAP Financial Information
To provide clarity, internally and externally, about the most tangible and
relevant measures of our financial performance, we supplement the reporting of
BellSouth's consolidated financial information under GAAP with certain non-GAAP
financial measures, including normalized operating results from continuing
operations, free cash flow from continuing operations and income from continuing
operations before deprecation and amortization margin. In connection with
Cingular Wireless' (Cingular) acquisition of AT&T Wireless, which was completed
on October 26, 2004, we have also reported pro forma revenue and pro forma
Average Revenue Per Unit (ARPU) for our domestic wireless segment. The pro forma
adjustments are consistent with those set forth in Cingular's Form 8-K/A dated
October 25, 2004. This information should not be considered in isolation or as a
substitute for the consolidated (GAAP) financial information. Further, investors
should note that these non- GAAP measures involve judgments by management (in
particular, judgments as to what is or is not classified as a special item). We
believe the presentation of these measures provides useful information to
investors for the following specific reasons:
Normalized Results From Continuing Operations. The presentation of normalized
results from continuing operations enables investors to focus on
period-over-period operating performance, without the impact of significant
non-operational or non-recurring items. Additionally, normalized results include
BellSouth's 40 percent share of Cingular Wireless' revenues and expenses.
Cingular's results are recognized on the equity method for GAAP purposes.
Accordingly, Cingular's results are not included in the revenue, expense, or
operating income line items in the GAAP presentation. The financial results of
Cingular, a joint venture representing our second largest operating segment, are
a critical element of BellSouth's overall financial performance. The inclusion
of Cingular's revenues and expenses on a proportional basis enables investors to
evaluate BellSouth's overall financial performance, including all business
segments.
Normalized results from continuing operations are provided to enhance the user's
overall understanding of the Company's current financial performance and the
Company's prospects for the future. We believe normalized results from
continuing operations are an important measure of our recurring operations
because it excludes items that may not be indicative of our core operating
results, includes items that are core to our operating results not allowed by
GAAP (e.g. Cingular's results) and provides a better baseline for modeling
future earnings expectations. We believe the inclusion of normalized results
from continuing operations provides consistency and comparability in our
financial reporting and is provided
in order to enable investors to more thoroughly evaluate our current performance
compared to past performance.
Finally, normalized measures are among the primary indicators management uses in
planning and operating the business. By providing this information to investors
supplementally, investors will be able to evaluate the results of the business
through the eyes of management and assess the fundamental performance of the
business.
Normalized results from continuing operations may exclude (a) events, such as
changes in accounting method, that are generally non-recurring in nature and (b)
material one-time gains or losses, both of which can distort reported operating
results. A complete list of normalizing items, as well as a full reconciliation
of normalized results to GAAP reporting, are included in the quarterly financial
statements that are attached hereto and are available on the company's Web site,
www.bellsouth.com/investor.
Free Cash Flow. We believe free cash flow provides investors a meaningful
measure of liquidity of the business. It indicates the level of cash the
business is generating from normal continuing operations less capital
reinvestment that is required to continue the operations. Investors can utilize
this measure to make assessments of the viability of the company and as a base
line for valuation of the company. Management monitors operating free cash flow
and makes operating decisions based on its level. We define operating free cash
flow as operating cash flow from continuing operations less capital
expenditures, both of which are taken directly from the statement of cash flows.
Operating Income Before Depreciation and Amortization and Related Margin.
Facility-based telecommunications companies require significant recurring
capital investments that generate large non-cash expense, making operating
income a less meaningful measure of current period business performance and
profitability. We use operating income from continuing operations before
depreciation and amortization, and the related margin, as a measure of
underlying operating performance of the business and to make meaningful
comparisons of different operating periods.
Domestic Wireless Pro Forma Revenue and ARPU. Pro forma revenues and pro forma
ARPU are used to provide more meaningful period to period comparisons of
reported revenues and ARPU. These unaudited pro forma measures incorporate AT&T
Wireless' results for the first 25 days of October 2004, the three months ended
September 30, 2004 and the three months ended December 31, 2003. The measures
also include results from other acquired properties, exclude results from
divested operations, and reflect intercompany eliminations and other adjustments
for such periods. For further detail regarding other pro forma combined
historical financial information, see the information filed by Cingular Wireless
on Form 8-K/A filed on November 29, 2004.
The unaudited pro forma information is not intended to represent or be
indicative of the results of Cingular that would have been reported had the
merger and the above mentioned items been completed as of the dates presented,
and should not be taken as representative of the future results of Cingular.
In addition to historical information, this document contains
forward-looking statements regarding events and financial trends. Factors that
could affect future results and could cause actual results to differ materially
from those expressed or implied in the forward-looking statements include: (i) a
change in economic conditions in domestic or international markets where we
operate or have material investments which would affect demand for our services;
(ii) the intensity of competitive activity and its resulting impact on pricing
strategies and new product offerings; (iii) higher than anticipated cash
requirements for investments, new business initiatives and acquisitions; (iv)
unfavorable regulatory actions; and (v) those factors contained in the Company's
periodic reports filed
with the SEC. The forward-looking information in this document is given as of
this date only, and BellSouth assumes no duty to update this information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BELLSOUTH CORPORATION
By: /s/ W. Patrick Shannon
W. Patrick Shannon
Senior Vice President - Finance and Controller
January 25, 2005