Obligation BellSouthCorp 5.2% ( US079860AG70 ) en USD

BellSouthCorp

100 % ⇌

Etas-Unis

US079860AG70 ( en USD )

5.2% par an ( paiement semestriel )

15/09/2014 - Obligation échue

Prospectus brochure de l'obligation BellSouth US079860AG70 en USD 5.2%, échue

1 000 USD

1 500 000 000 USD

079860AG7

BellSouth était une importante entreprise américaine de télécommunications, fusionnée avec AT&T en 2006.

L'obligation BellSouth (US079860AG70, CUSIP 079860AG7), émise aux États-Unis pour un montant total de 1 500 000 000 USD, avec un taux d'intérêt de 5,2%, une taille minimale d'achat de 1 000 USD, une maturité le 15/09/2014 et une fréquence de paiement semestrielle, a été remboursée à échéance à 100% de sa valeur nominale.

BELLSOUTH CORPORATION
424B2 1 g90827e424b2.htm BELLSOUTH CORPORATION
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BELLSOUTH CORPORATION
Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-117772
Prospectus Supplement to Prospectus dated August 20, 2004.
$3,000,000,000

$1,500,000,000 4.20% NOTES DUE 2009
$1,500,000,000 5.20% NOTES DUE 2014
The 2009 notes will mature on September 15, 2009. The 2014 notes will mature on September 15, 2014.
BellSouth will pay interest on the notes on March 15 and September 15 of each year. The first such payment will
be made on March 15, 2005. The notes will be issued only in denominations of $1,000 and integral multiples of
$1,000.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or
the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per 2009 Note
Per 2014 Note
Initial public offering

price
99.826%
$1,497,390,000
99.768%
$1,496,520,000
Underwriting discount

0.350%
$
5,250,000

0.450%
$
6,750,000
Proceeds, before

expenses, to BellSouth
99.476%
$1,492,140,000
99.318%
$1,489,770,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes
will accrue from September 13, 2004 and must be paid by the purchasers if the notes are delivered after
September 13, 2004.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against
payment in New York, New York on September 13, 2004, including for the accounts of the Euroclear System or
Clearstream Banking, société anonyme, Luxembourg, on or about September 13, 2004.
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BELLSOUTH CORPORATION

Joint Bookrunners for all Series of Notes
JPMorgan

Lehman Brothers

Joint Bookrunner for the 2009 Notes and Co-Lead
Joint Bookrunner for the 2014 Notes and Co-Lead

Manager for the 2014 Notes
Manager for the 2009 Notes
RBS Greenwich Capital

Goldman, Sachs & Co.
Co-Lead Managers for all Series of Notes
Citigroup

Morgan Stanley

Co-Managers for the 2009 Notes

Co-Managers for the 2014 Notes
Deutsche Bank Securities

Merrill Lynch & Co.
HSBC

Wachovia Securities
UBS Investment Bank

The Williams Capital Group, L.P.

Loop Capital Markets, LLC

Guzman & Company
Morgan Keegan & Company, Inc.

Mitsubishi Securities
Ramirez & Co., Inc.

SunTrust Robinson Humphrey
Prospectus Supplement dated September 8, 2004.
In making your investment decision, you should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We and the underwriters have not authorized anyone to provide
you with different information. If anyone provides you with different or inconsistent information, you should not
rely on it. We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and
sales are permitted. You should assume that the information contained in this prospectus supplement and the
accompanying prospectus is accurate only as of the date on the front cover of this prospectus supplement and the
accompanying prospectus. Our business, financial condition, results of operations and prospects may have
changed since that date. Neither the delivery of this prospectus supplement and the accompanying prospectus nor
any sale made hereunder shall under any circumstances imply that the information herein is correct as of any date
subsequent to the date on the cover of this prospectus supplement and the accompanying prospectus.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in
certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do
not constitute an offer, or an invitation on our behalf or on behalf of the underwriters or any of them, to subscribe
to or purchase, any of the notes, and may not be used for or in connection with an offer or solicitation by anyone,
in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful
to make such an offer or solicitation. See "Plan of Distribution."
All references in this prospectus supplement and the accompanying prospectus to "United States dollars," "U.S.
Dollars," "dollars," "U.S. $," or "$" are to the currency of the United States of America. As used in this
prospectus supplement, the terms the "Company", "BellSouth", "we", "us", and "our" may, depending upon the
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BELLSOUTH CORPORATION
context, refer to BellSouth Corporation, our consolidated subsidiaries, or to all of them taken as a whole.
TABLE OF CONTENTS
Prospectus Supplement

Page
Special Note Regarding Forward-Looking Statements
S-3
BellSouth Corporation

S-4
Use of Proceeds

S-4
Description of Notes

S-5
Plan of Distribution
S-11
Legal Matters
S-14
Experts
S-14
Where You Can Find More Information
S-14

Prospectus
Where You Can Find More Information

2
BellSouth Corporation

3
Ratio of Earnings to Fixed Charges

3
Use of Proceeds

3
Description of Securities

4
Plan of Distribution

7
Legal Opinions

8
Experts

8
S-2
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BELLSOUTH CORPORATION
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference contain forward-looking statements regarding events and financial trends
that may affect our future operating results, financial position and cash flows. These statements are based on our
assumptions and estimates and are subject to risks and uncertainties. For these statements, we claim the
protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform
Act of 1995.
There are possible developments that could cause our actual results to differ materially from those forecast
or implied in the forward-looking statements. You are cautioned not to place undue reliance on these forward-
looking statements, which are current only as of the date of the document containing such statements. We
disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
While the below list of cautionary statements is not exhaustive, some factors that could affect our future
operating results, financial position or cash flows or could cause actual results to differ materially from those
expressed in the forward-looking statements are:

· a change in economic conditions in domestic or international markets where we operate or have material
investments which could affect demand for our services;

· changes in US or foreign laws or regulations, or in their interpretations, which could result in the loss, or
reduction in value, of our licenses, concessions or markets, or in an increase in competition, compliance
costs or capital expenditures;

· continued pressures on the telecommunications industry from a financial, competitive and regulatory
perspective;

· the intensity of competitive activity and its resulting impact on pricing strategies and new product
offerings;

· changes in the federal and state regulations governing the terms on which we offer wholesale services to
our competitors;

· continued successful penetration of the interLATA long distance market;

· consolidation in the wireline and wireless industries in which we operate;

· higher than anticipated start-up costs or significant up-front investments associated with new business
initiatives;
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BELLSOUTH CORPORATION

· the outcome of pending litigation;

· unanticipated higher capital spending from, or delays in, the deployment of new technologies;

· the impact of terrorist attacks on our business;

· the impact and the success of the wireless joint venture with SBC Communications, Inc., known as
Cingular Wireless, including marketing and product development efforts, technological changes, financial
capacity and closing and integration of the pending acquisition of AT&T Wireless;

· Cingular Wireless' failure to realize, in the amounts and within the timeframe contemplated, the capital and
expense synergies and other financial benefits expected from its proposed acquisition of AT&T Wireless as
a result of technical, logistical, regulatory and other factors;

· the unwillingness of banks or other lenders to lend to our international operations or to restructure existing
debt, particularly in Latin America; and

· continued deterioration in foreign currencies relative to the US Dollar in foreign countries in which we
operate, particularly in Latin America.
S-3
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BELLSOUTH CORPORATION
Table of Contents
BELLSOUTH CORPORATION
We are a Fortune 100 communications services company headquartered in Atlanta, Georgia. We and our
affiliates serve over 45 million local, long distance, Internet and wireless customers in the United States and 13
other countries. We provide an array of voice, broadband data and e-commerce solutions to business customers.
In the residential market, we offer digital subscriber line (DSL) high-speed Internet access, advanced voice
features and other services. We also provide online and directory advertising services, including BellSouth® Real
PagesSM.com. We own approximately 40 percent of Cingular Wireless (Cingular), the nation's second largest
wireless company in terms of customers, which provides wireless voice and data services. With one of the largest
shareholder bases in America, we have assets of $50 billion and employ over 64,000 individuals.
We were incorporated in 1983 under the laws of the State of Georgia and have our principal executive
offices at 1155 Peachtree Street, N.E., Atlanta, Georgia 30309-3610 (telephone number 404-249-2000).
USE OF PROCEEDS
The net proceeds to BellSouth from the Notes offering will be approximately $2.98 billion, before deducting
expenses. These proceeds will be contributed to Cingular Wireless Corporation to pay a portion of the merger
consideration for the previously announced merger of AT&T Wireless Services, Inc. with and into Cingular.
Pending such use, a portion of such funds may be invested in short-term securities.
S-4
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BELLSOUTH CORPORATION
Table of Contents
DESCRIPTION OF NOTES
The notes will be issued under an indenture, dated as of August 15, 2001, between BellSouth Corporation
and The Bank of New York, as trustee (the "Trustee"). The provisions of the indenture are more fully described
under "Description of Securities" in the accompanying prospectus. Capitalized terms not otherwise defined in
this section have the meanings given to them in the accompanying prospectus and the indenture. As of the date of
this prospectus supplement, no debt securities have been previously issued under the indenture.
General
The 2009 notes are in an aggregate principal amount of $1,500,000,000, accrue interest at 4.20% per annum
and mature on September 15, 2009. The 2014 notes are in an aggregate principal amount of $1,500,000,000,
accrue interest at 5.20% per annum and mature on September 15, 2014.
Interest on the notes will accrue from September 13, 2004, or from the most recent interest payment date to
which interest has been paid or duly provided for. Interest will be payable semiannually on March 15 and
September 15 of each year, commencing March 15, 2005, to the persons in whose names the notes are registered
at the close of business on the March 1 or September 1, as the case may be, next preceding such interest payment
date. Interest will be calculated on the basis of a 360-day year of twelve 30-day months.
The notes will not have the benefit of a sinking fund.
We may from time to time, without notice to or consent of the holders of either series of notes, issue
additional notes of the same tenor, coupon and other terms (except for the relevant public offering price and
relevant issue date) as the relevant series of notes, so that such notes and the relevant series of notes offered
hereby will form a single series.
Ranking
The notes will be senior unsecured obligations of BellSouth and will rank equally with all other senior
unsecured and unsubordinated indebtedness of BellSouth.
The notes will be effectively subordinated to any secured indebtedness of BellSouth, to the extent of the
value of the assets securing such indebtedness. The indenture permits BellSouth to encumber its assets provided
that we likewise secure our outstanding securities, including the notes and any other of our obligations which
may be entitled to the benefit of a similar covenant. See "Description of securities -- lien on assets" in the
accompanying prospectus. BellSouth's assets consist principally of the stock of and advances to its subsidiaries.
Almost all the operating assets of BellSouth and its consolidated subsidiaries are owned by such subsidiaries and
BellSouth relies primarily on interest and dividends from such subsidiaries to meet its obligations for payment of
principal and interest on its outstanding debt obligations, including guarantees, and corporate expenses. The notes
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BELLSOUTH CORPORATION
will be structurally subordinated to all obligations, including trade payables, of subsidiaries of BellSouth.
Optional Redemption
The notes will be redeemable, as a whole or in part, at the option of BellSouth, at any time or from time to
time, on at least 30 days', but not more than 60 days', prior notice mailed to the registered address of each holder
of notes. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the notes to be
redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below)
discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal
to the sum of the Treasury Rate (as defined below) and 15 basis points with respect to the 2009 notes and
20 basis points with respect to the 2014 notes.
S-5
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BELLSOUTH CORPORATION
Table of Contents
In the case of each of clauses (1) and (2), accrued interest will be payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual
equivalent yield to maturity (computed as of the second business day immediately preceding such redemption
date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by BellSouth.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference
Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference
Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City
time, on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of J.P. Morgan Securities Inc. and Lehman Brothers Inc. and their
respective successors and three other primary U.S. Government securities dealers (each a "Primary Treasury
Dealer") selected by BellSouth. If any of the foregoing shall cease to be a Primary Treasury Dealer, BellSouth
shall substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each note to be redeemed, the remaining
scheduled payments of principal of and interest on such note that would be due after the related redemption date
but for such redemption. If such redemption date is not an interest payment date with respect to such note, the
amount of the next succeeding scheduled interest payment on such note will be reduced by the amount of interest
accrued on such note to such redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called
for redemption (unless BellSouth defaults in the payment of the redemption price and accrued interest). On or
before the redemption date, BellSouth will deposit with a paying agent (or the Trustee) money sufficient to pay
the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of the notes
of any series are to be redeemed, the notes to be redeemed shall be selected by the Trustee by such method as the
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