Obligation BellSouthCorp 5.2% ( US079860AL65 ) en USD

BellSouthCorp

100 % ⇌

Etas-Unis

US079860AL65 ( en USD )

5.2% par an ( paiement semestriel )

15/12/2016 - Obligation échue

Prospectus brochure de l'obligation BellSouth US079860AL65 en USD 5.2%, échue

1 000 USD

400 000 000 USD

079860AL6

NR

NR

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

L'Obligation émise par BellSouthCorp ( Etas-Unis ) , en USD, avec le code ISIN US079860AL65, paye un coupon de 5.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2016

L'Obligation émise par BellSouthCorp ( Etas-Unis ) , en USD, avec le code ISIN US079860AL65, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par BellSouthCorp ( Etas-Unis ) , en USD, avec le code ISIN US079860AL65, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 g92405e424b5.htm BELLSOUTH CORPORATION
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Table of Contents
Filed Pursuant to Rule 424(B)(5)
Registration No. 333-117772
Prospectus Supplement to Prospectus dated August 20, 2004.
$400,000,000

5.20% NOTES DUE 2016
The notes will mature on December 15, 2016. BellSouth will pay interest on the notes on June 15
and December 15 of each year. The first such payment will be made on June 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 Note
Total
Initial public offering price

99.878%

$399,512,000
Underwriting discount

0.475%

$
1,900,000
Proceeds, before expenses, to BellSouth

99.403%

$397,612,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on
the notes will accrue from December 22, 2004 and must be paid by the purchasers if the notes are
delivered after December 22, 2004.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company
against payment in New York, New York on or about December 22, 2004, including for the accounts of
the Euroclear System or Clearstream Banking, société anonyme, Luxembourg, on or about
December 22, 2004.

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Joint Bookrunners
JPMorgan

Morgan Stanley

Co-Lead Managers
Deutsche Bank Securities
HSBC
Merrill Lynch & Co.

Co-Managers
Blaylock & Partners, L.P.
Credit Suisse First Boston
Mitsubishi Securities
Prospectus Supplement dated December 16, 2004.
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Table of Contents
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
context, refer to BellSouth Corporation, our consolidated subsidiaries, or to all of them taken as a whole.
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TABLE OF CONTENTS
Prospectus Supplement

Page
Special Note Regarding Forward-Looking Statements
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BellSouth Corporation

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Ratio of Earnings to Fixed Charges

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Use of Proceeds

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Description of Notes

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Plan of Distribution
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Legal Matters
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Experts
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Where You Can Find More Information
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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
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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 that could affect demand for our services;

· 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 integration 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 acquisition of AT&T Wireless as a result
of technical, logistical, regulatory and other factors;

· changes in U.S. 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;

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· 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;

· the issuance by the Financial Accounting Standards Board or other accounting bodies of new accounting
standards or changes to existing standards;

· changes in available technology that increase the impacts of technology substitution;

· 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;

· the outcome of pending litigation;

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

· any inability to obtain regulatory approval, or satisfy other closing conditions, with respect to the pending
sale of our remaining interests in Latin America to Telefónica Móviles, S.A., which would result in our
retaining an interest in such operations; and

· continued deterioration in foreign currencies relative to the U.S. Dollar in foreign countries in which we
operate, particularly in Latin America.
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BELLSOUTH CORPORATION
We are a Fortune 100 communications services company headquartered in Atlanta, Georgia. We and our
affiliates provide local, long distance, Internet and wireless services to customers in the United States and three
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 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 over $60 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).
RATIO OF EARNINGS TO FIXED CHARGES
For the nine months ended September 30, 2004, our ratio of earnings to fixed charges was 6.79x as
compared to 5.57x for the nine months ended September 30, 2003.
For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of:

· Income from continuing operations before deduction for taxes and interest;

· A portion of rental expense representative of the interest factor;

· Equity in losses from less-than-50% owned investments; and

· Excess of earnings over distributions of less-than-50% owned investments.
For the purpose of calculating the ratio of earnings to fixed charges, fixed charges consist of:

· Interest; and

· A portion of rental expense representative of the interest factor.
USE OF PROCEEDS
The net proceeds to BellSouth from the notes offering will be approximately $397.6 million, before
deducting expenses. These proceeds will be used to pay the redemption price for the $400 million aggregate
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principal amount of 6 3/4% debentures due October 15, 2033, which were called for redemption on
December 16, 2004. The redemption date will be January 18, 2005. Pending such use, a portion of such funds
may be invested in short-term securities.
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DESCRIPTION OF NOTES
The notes will be issued under an indenture, dated as of August 13, 2004, between BellSouth Corporation
and Regions Bank, 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.
The notes are in an aggregate principal amount of $400,000,000, accrue interest at 5.20% per annum and
mature on December 15, 2016.
Interest will accrue from December 22, 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 June 15 and December 15 of each
year, commencing June 15, 2005, to the persons in whose names the notes are registered at the close of business
on the June 1 or December 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.
We may from time to time, without notice to or consent of the holders of the notes, issue additional notes of
the same tenor, coupon and other terms (except for the public offering price and issue date) as the notes, so that
such notes and the notes offered hereby will form a single series.
The notes will not have the benefit of a sinking fund.
The terms of the notes do not prevent BellSouth from purchasing notes on the open market.
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
will be structurally subordinated to all obligations, including trade payables, of subsidiaries of BellSouth.
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