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): February 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
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following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
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|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
BellSouth Corporation (BellSouth) announced that it will record a
charge against fourth quarter results to reflect the correction of an error
relating to the lease accounting practices of Cingular Wireless LLC
("Cingular"). BellSouth owns a 40 percent equity interest in Cingular. This
change will not affect Cingular's cash flows and is expected to result in the
acceleration of rental expense, which would balance out over the life of the
affected lease. BellSouth will record a $70 million pre-tax adjustment ($43
million on an after-tax basis) to reduce its equity in earnings from Cingular.
This change to BellSouth's fourth quarter 2004 results will reduce earnings from
continuing operations by 2 cents and will be normalized. There is no impact to
previously reported normalized earnings per share of 35 cents for the quarter
and $1.83 for the full year 2004. Prior years' financial results will not be
restated due to the immateriality of this adjustment to the results of
operations, cash flows and financial position for the current year or any
individual or prior period.
In addition, BellSouth announced today a correction to the reported
gain on sale of eight Latin American properties sold during the fourth quarter
of 2004. The after-tax gain of $915 million previously reported in income from
discontinued operations was reduced by $64 million, or 3 cents per share, to
reflect a provision for potential tax obligations in connection with the sale.
A copy of the press release is furnished as Exhibit 99.1 hereto and is
incorporated by reference into this Item 2.02.
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.
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/ Pat Shannon
Pat Shannon
Senior Vice President - Finance and Controller
February 25, 2005