updated: 11/5/2004 9:26:41 AM

SBC, BellSouth to Acquire Online Yellow Pages

SAN ANTONIO & ATLANTA, Nov. 4 2004 – SBC Communications Inc. (NYSE:SBC) and BellSouth Corp. (NYSE:BLS) today announced that their directory affiliates have created an Internet yellow pages joint venture that has entered into a definitive agreement to acquire the online directory publisher www.yellowpages.com, Inc. The deal is expected to close as early as today.

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The new venture will utilize the highly recognized YellowPages.com brand and expects to become the market leader in Internet yellow pages and local Internet search.

While print yellow pages remain a significant source of information for many customers searching for local contact information, a growing number of Internet-savvy customers are going online for their local searches. And a growing number of advertisers are recognizing that trend and are including online advertising with their print media buys.

The creation of this venture and acquisition of YellowPages.com now positions the two directory publishing companies of SBC and BLS to serve the local Internet search customer and lays the foundation for what is expected to be a leading provider of nationwide, online yellow pages and Internet local search. Through this combination, the YellowPages.com site will receive more than 50 million consumer searches per month.

“This venture will help us better meet the needs of today’s growing pool of Internet users who are looking for easy, accurate local searches that will take them to the shoe store near their home, the hotel in the town to which they’re traveling, the mover who’ll take their household goods to a new city and the doctor they’ll use when they get there,” said Dennis M. Payne, president and CEO of SBC Directory Operations.

“To be a leader in online yellow pages, you need two things – traffic and strong local advertising relationships,” Payne said. “This new venture gives us both – the strong consumer traffic from YellowPages.com, SBC’s SMARTpages.com and BellSouth’s RealPages.com websites, plus enhanced local advertising content provided by SBC Directory Operations and BellSouth Advertising and Publishing.

“This venture will bring greater value to advertisers by delivering more customers to view their ads. And the online shopper will enjoy greater access to more relevant local ads for products and services in the specific cities in which they’re interested – all through a single, easy-to-use site,” Payne said.

“YellowPages.com is one of the most recognized online addresses for yellow pages searches,” said Elmer Smith, president – Advertising and Publishing, for BellSouth. “By joining forces with SBC Directory Operations through this joint venture, this will allow us to expand the national advertising base and expand traffic relationships. We expect to create an industry leader in online yellow pages and local Internet search.

“Both print and Internet yellow pages are an extremely important part of an integrated advertising message,” Smith said. “As local Internet search becomes a mainstream method of linking buyers and sellers, this new venture will be well positioned to capitalize on the growth in online advertising as a fundamental part of our publishing strategies.”

The new venture will be headquartered in Pasadena, Calif., with operations in Henderson, Nev., and it will draw on the technology, management, sales forces and customer care capabilities of all three companies.

Charles Stubbs, an executive with BellSouth’s online yellow pages operation, has been named president and chief executive officer. Bill Clenney, an executive with SBC’s online yellow pages business, has been named chief financial officer. Debbie Slavin, also an SBC online yellow pages executive, was named senior vice president – Operations.

SBC Directory Operations and BellSouth Advertising and Publishing will continue to manage their local online yellow page relationships in their respective regions, outside the new venture, while, the new venture will develop a sales force for national advertising accounts.

SMARTpages.com and RealPages.com plan to begin displaying their advertising on a co-branded YellowPages.com site in early 2005.

“Local search is a growth opportunity for directory publishers,” said Smith. According to recent industry data, shoppers use Internet search for local purchasing decisions some 3 billion times a year, and online directories have an additional 3 billion searches annually. Estimates by The Kelsey Group, a local media consultancy in Princeton, N.J., indicate that traffic is expected to double within the next five years.

Cautionary Language Concerning Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in SBC's and BellSouth's filings with the Securities and Exchange Commission. SBC and BellSouth disclaim any obligation to update or revise statements contained in this news release based on new information or otherwise.
SBC Communications Inc. is a Fortune 50 company whose subsidiaries, operating under the SBC brand, provide a full range of voice, data, networking, e-business, directory publishing and advertising, and related services to businesses, consumers and other telecommunications providers. SBC holds a 60 percent ownership interest in Cingular Wireless, which serves more than 46 million wireless customers. SBC companies provide high-speed DSL Internet access lines to more American consumers than any other provider and are among the nation's leading providers of Internet services. SBC companies also now offer satellite TV service. Additional information about SBC and SBC products and services is available at www.sbc.com.

BellSouth Corporation is a Fortune 100 communications company headquartered in Atlanta, GA, and a parent company of Cingular Wireless, the nation’s largest wireless voice and data provider. Backed by award-winning customer service, BellSouth offers the most comprehensive and innovative package of voice and data services available in the market. Through BellSouth Answers®, residential and small business customers can bundle their local and long distance service with dial up and high speed DSL Internet access, satellite television and Cingular® Wireless service. For businesses, BellSouth provides secure, reliable local and long distance voice and data networking solutions. BellSouth also offers online and directory advertising through BellSouth® RealPages.com® and The Real Yellow Pages®. More information about BellSouth can be found at www.bellsouth.com.

Source: SBC Communications Inc., BellSouth

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