SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 23, 2003
BELLSOUTH CORPORATION
(Exact name of registrant as specified in its charter)
Georgia 1-8607 58-1533433
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia 30309-3610
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(404) 249-2000
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
99-a Press Release dated July 23, 2003 reporting financial results for
the quarter ended June 30, 2003
99-b Investor News for the quarter ended June 30, 2003
Item 9. Regulation FD Disclosure
The following information set forth under "Items 9. Regulation FD Disclosure" is
intended to be furnished under said Item 9 and also under "Item 12. Results of
Operations and Financial Condition" in accordance with SEC Release No. 33-8216.
Such information, including the Exhibits attached hereto, shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it 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 July 23, 2003, reporting
the company's financial results for the quarter ended June 30, 2003 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, EBITDA, EBITDA
margin and operating free cash flow. This information should not be considered
in isolation or as a substitute for the consolidated (GAAP) financial
information.
Normalized Results. Normalized results include BellSouth's 40 percent share of
Cingular Wireless, which is excluded from the company's reported revenue and
expense lines for GAAP purposes. Cingular's results are recognized on the equity
method for GAAP purposes. The financial results of Cingular, a joint venture
operation 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 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. The presentation of normalized results enables
investors to focus on period-over-period operating performance, without the
impact of significant non-operational or non-recurring items. Finally,
normalized measures are among the primary indicators management uses in planning
and operating the business.
Other Non-GAAP Financial Measures. 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 EBITDA and EBITDA margin, which
generally represent revenue less operating expenses (before depreciation and
amortization), as a measure of underlying operating performance of the business
and to make meaningful comparisons of different operating periods. EBITDA
remains a key metric for valuation in the investment community and is also a
reference point for determining the credit status of a borrower.
We utilize operating free cash flow as a measure of cash available from
operations, after changes in working capital, the payment of interest, taxes and
capital expenditures, for use as dividend payments, share repurchases, debt
payments or to pursue other business opportunities. We define operating free
cash flow as operating cash flow less capital expenditures, both of which are
taken directly from the statement of cash flows.
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)
currency devaluations and continued economic weakness in certain international
markets in which we operate or have material investments; (iii) the intensity of
competitive activity and its resulting impact on pricing strategies and new
product offerings; (iv) higher than anticipated cash requirements for
investments, new business initiatives and acquisitions; (v) unfavorable
regulatory actions and (vi) 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
Vice President - Finance
July 23, 2003