2nd Quarter Results - Part 2

Bellsouth Corp
23 July 2001


PART 2

Bellsouth Corporation
Consolidated Statements of Income - Normalized Basis (unaudited) 
(amounts in millions, except per share data)

Note to Readers: Our reported results have been significantly impacted by
several events, including the formation of Cingular Wireless and other one-time
items. To assist in your understanding of our results, we have prepared the
following normalized information, including the notes on page 4 which discuss
the impacts of these events. See the following page for our reported results.


                                                              Year-to-Date
                               2Q01   2Q00(10)  Growth    2001  2000(10)  Growth

Operating Revenues
Communications group        $ 4,736   $ 4,571    3.6%  $ 9,363  $ 9,062    3.3%
Domestic wireless             1,414     1,028   37.5%    2,724    1,972   38.1%
Latin America                   744       689    8.0%    1,517    1,367   11.0%
Domestic advertising and
 publishing                     436       441   -1.1%      870      790   10.1%
All other                        35        34    2.9%       69       67    3.0%
Total Operating Revenues      7,365     6,763    8.9%   14,543   13,258    9.7%

Operating Expenses
Operational and support
 expenses                     3,969     3,576   11.0%    7,924    7,152   10.8%
Depreciation and amortization 1,392     1,240   12.3%    2,729    2,458   11.0%
Total Operating Expenses      5,361     4,816   11.3%   10,653    9,610   10.9%
Operating Income              2,004     1,947    2.9%    3,890    3,648    6.6%
Interest Expense                394       332   18.7%      814      638   27.6%
Other Income (Expense), net     (53)       68    N/M*       18      214     N/M
Income Before Income Taxes    1,557     1,683   -7.5%    3,094    3,224   -4.0%
Provision for Income Taxes      584       619   -5.7%    1,146    1,179   -2.8%
Net Income                     $973    $1,064   -8.6%   $1,948   $2,045   -4.7%

Diluted
Weighted Average Common 
 Shares Outstanding          1,886      1,900   -0.7%    1,886    1,899   -0.7%
Earnings Per Share           $0.52      $0.56   -7.1%    $1.03    $1.08   -4.6%

* - Not meaningful


Selected Financial and Operating Data

EBITDA (5)                 $3,396      $3,187    6.6%   $6,619   $6,106    8.4%
EBITDA margin (6)            46.1%       47.1% -100 bps   45.5%    46.1%  -60bps
Return on average equity
 (annualized)                22.0%       26.2% -420 bps   22.3%    26.0% -370bps
Return on average total
 capital (annualized)        13.5%       16.5% -300 bps   13.9%    16.0% -210bps

Digital and data revenues  $1,089        $869   25.3%   $2,123   $1,680   26.4%
Dividends per share         $0.19       $0.19      -     $0.38    $0.38      -
Capital expenditures       $1,667      $1,705   -2.2%   $3,357   $3,268    2.7%

Common shares outstanding   1,874       1,881   -0.4%
Book value per share        $9.54       $8.78    8.7%
Debt ratio                   51.6%       50.6%  100 bps
Total employees           107,954      99,027    9.0%

See Accompanying Notes at Page 3

                                      - 1 -


BellSouth Corporation
Normalized Earnings Summary (unaudited)
(amounts in millions, except per share data)

                                                                Year-to-Date
                                2Q01     2Q00   Growth     2001    2000   Growth

Reported Net Income             $880   $1,064   -17.3%   $1,771  $2,065   -14.2%
Adjustment to ISP Accrual (a)    $88        -               $88       -
Postretirement benefit expense(b)  -        -                47       -
Loss on sale of Qwest common 
 stock(c)                          -        -                32       -
Losses from wireless video 
 business(d)                       5        -                10       -
Gain on E-Plus restructuring(e)    -        -                 -     (68)
Severance accrual(f)               -        -                 -      48
Normalized Net Income           $973   $1,064    -8.6%   $1,948  $2,045    -4.7%

Reported Diluted Earnings Per 
 Share                         $0.47    $0.56   -16.1%    $0.94   $1.09   -13.8%
Adjustment to ISP Accrual(a)   $0.05        -             $0.05       -
Postretirement benefit 
 expense(b)                        -        -              0.02       -
Loss on sale of Qwest common 
 stock(c)                          -        -              0.02       -
Losses from wireless video 
 business(d)                       -        -              0.01       -
Gain on E-Plus restructuring(e)    -        -                 -   (0.04)
Severance accrual(f)               -        -                 -    0.03
Normalized Diluted Earnings 
 Per Share*                    $0.52    $0.56    -7.1%    $1.03   $1.08    -4.6%

* Normalized earnings per share for year-to-date 2001 does not sum due to       
  rounding.


See Accompanying Notes at Page 3                                        


                                      - 2 -

Bellsouth Corporation
Notes to Normalized Financial and Operating Data 

Our normalized earnings have been adjusted for the following:

(a) Adjustment to ISP Accrual - Represents the loss incurred for prior claims   
    from competitive local exchange carriers regarding reciprocal compensation  
    for ISP traffic.

(b) Postretirement benefit expense - The amount shown represents expense for    
    changes in postretirement medical benefit obligations. This expense is being
    recognized in accordance with generally accepted accounting principles.

(c) Loss on sale of Qwest common stock - Represents the loss incurred from the  
    sale of a portion of our investment in Qwest common stock.

(d) Losses from Wireless Video Business - Represents the current period losses  
    being incurred as we exit the wireless video entertainment business.

(e) Gain on E-Plus Restructuring - Represents income related to the             
    restructuring of our ownership interest in German wireless operator E-Plus.

(f) Severance Accrual - Represents expense recorded as a result of our plan to  
    reduce our domestic general and administrative staff.

In addition to the items discussed above, our consolidated normalized statements
of income have been adjusted for the following:

(g) Communications group revenues have been adjusted to present all revenues 
    from sales of customer premises equipment on an agency-fee basis (net of    
    associated direct costs). This adjustment is made to present these revenues 
    on a basis comparable to amounts earned under a new vendor contract entered 
    into during first quarter 2001.

(h) The 2001 periods have been adjusted to include our proportional share of    
    Cingular Wireless' operating results for second quarter 2001 and year-to-   
    date 2001, net of eliminations for amounts charged between Cingular and     
    other BellSouth companies.

(i)  Cingular presents its revenues and expenses from roamer activity on a gross
     basis. We have conformed our domestic wireless revenues and operational and
     support expenses for the 2000 periods to present roamer revenues and roamer
     costs on a consistent basis.


                                      - 3 -

BellSouth Corporation 
Consolidated Statements of Income - Reported Basis (unaudited) 
(amounts in millions, except per share data) 

                                                              Year-to-Date
                               2Q01   2Q00(10)  Growth    2001  2000(10)  Growth

Operating Revenues   
Communications group        $ 4,764   $ 4,601    3.5%  $ 9,429  $ 9,114     3.5%

Domestic wireless                 -       936 -100.0%        -    1,803  -100.0%

Latin America                   744       689    8.0%    1,517    1,367    11.0%

Domestic advertising and 
 publishing                     436       441   -1.1%      870      790    10.1%

All other                        41        34   20.6%       88       67    31.3%

Total Operating Revenues      5,985     6,701  -10.7%   11,904   13,141    -9.4%

      
Operating Expenses          
Operational and support 
 expenses                     3,232     3,514   -8.0%    6,393    7,035    -9.1%

Depreciation and amortization 1,203     1,240   -3.0%    2,360    2,458    -4.0%

Severance accrual                 -         -    N/M*        -       78      N/M

Total Operating Expenses      4,435     4,754   -6.7%    8,753    9,571    -8.5%

Operating Income              1,550     1,947  -20.4%    3,151    3,570   -11.7%

Interest Expense                334       332    0.6%      694      638     8.8%

Other Income, net               188        68    N/M       354      282    25.5%

Income Before Income Taxes    1,404     1,683  -16.6%    2,811    3,214   -12.5%

Provision for Income Taxes      524       619  -15.3%    1,040    1,149    -9.5%

Net Income                     $880    $1,064  -17.3%   $1,771   $2,065   -14.2%

           
Diluted:          
Weighted Average Common Shares 
 Outstanding                  1,886     1,900   -0.7%    1,886    1,899    -0.7%

Earnings Per Share            $0.47     $0.56  -16.1%    $0.94    $1.09   -13.8%


* - Not meaningful.       
     
Selected Financial and Operating Data 
     
EBITDA (5)                   $2,753    $3,187  -13.6%   $5,511   $6,106    -9.7%

EBITDA margin (6)              46.0%     47.6% -160 bps   46.3%    46.5% -20 bps

Return on average equity 
 (annualized)                  19.9%     26.2% -630 bps   20.3%    26.3% -600bps

Return on average total 
 capital (annualized)          12.5%     16.5% -400 bps   12.9%    16.2% -330bps



See Accompanying Notes at Page 13

                                      - 4 -
           
  
BellSouth Corporation 
Consolidated Balance Sheets (unaudited) 
(amounts in millions, except per share data) 
       
                                                     June 30,      December 31, 
                                                       2001            2000 
Assets      
Current Assets:      
  Cash and cash equivalents                             $658            $1,061  
  Accounts receivable, net of allowance for 
  uncollectibles of $411 and $377                      4,962             5,157  
  Material and supplies                                  434               379  
  Other current assets                                 1,046               809  
    Total Current Assets                               7,100             7,406  

Investments and Advances                               9,845            11,010  
Property, Plant and Equipment, net                    25,057            24,157  
Deferred Charges and Other Assets                      4,668             4,180  
Intangible Assets, net                                 4,295             4,172  
Total Assets                                         $50,965           $50,925  

Liabilities and Shareholders' Equity      
Current Liabilities:      
  Debt maturing within one year                       $6,057            $7,569  
  Accounts payable                                     1,734             2,233  
  Other current liabilities                            3,695             3,468  
    Total Current Liabilities                         11,486            13,270  

Long-Term Debt                                        13,043            12,463  

Noncurrent Liabilities:      
  Deferred income taxes                                3,537             3,580  
  Other noncurrent liabilities                         5,019             4,700  
    Total Noncurrent Liabilities                       8,556             8,280  
  
Shareholders' Equity:      
  Common stock, $1 par value                           2,020             2,020  
  Paid-in capital                                      6,763             6,740  
  Retained earnings                                   15,102            14,074  
  Accumulated other comprehensive income                (747)             (488) 
  Shares held in trust and treasury                   (5,126)           (5,222) 
  Guarantee of ESOP debt                                (132)             (212) 
    Total Shareholders' Equity                        17,880            16,912  
Total Liabilities and Shareholders' Equity           $50,965           $50,925  


See Accompanying Notes at Page 13

                                      - 5 -
  

BellSouth Corporation 
Results by Segment (amounts in millions) (unaudited) 
Communications Group (1) 
      
                                                                Year-to-Date
                                2Q01     2Q00   Growth     2001    2000   Growth
         
Operating Revenues       
  Local service               $2,964   $2,891    2.5%    $5,874  $5,719    2.7% 
  Network access               1,226    1,210    1.3%     2,463   2,442    0.9% 
  Long distance                  176      169    4.1%       347     339    2.4% 
  Other                          433      395    9.6%       801     743    7.8% 
    Total Operating Revenues   4,799    4,665    2.9%     9,485   9,243    2.6% 

Operating Expenses          
  Operational and support 
   expenses                    2,356    2,184    7.9%     4,556   4,348    4.8% 
  Depreciation and 
   amortization                1,013      940    7.8%     1,989   1,851    7.5% 
    Total Operating Expenses   3,369    3,124    7.8%     6,545   6,199    5.6% 
Operating Income               1,430    1,541   -7.2%     2,940   3,044   -3.4% 
Interest Expense                 165      177   -6.8%       333     339   -1.8% 
Other Income, net                  5        3    N/M*        17       7     N/M 
Income Before Income Taxes     1,270    1,367   -7.1%     2,624   2,712   -3.2% 
Provision for Income Taxes       451      496   -9.1%       950   1,009   -5.8% 
      Segment Net Income(1)     $819     $871   -6.0%    $1,674  $1,703   -1.7% 

* - Not meaningful.       
     
     
Selected Financial and Operating Data 
     
(amounts in millions)      
EBITDA (5)                    $2,443   $2,481   -1.5%    $4,929  $4,895    0.7% 
EBITDA margin (6)               50.9%    53.2%  -230 bps   52.0%   53.0% -100bps

Calling feature revenues        $577     $532    8.5%    $1,144  $1,047    9.3% 
Access minutes of use         27,413   28,798   -4.8%    55,355  57,514   -3.8% 
Toll messages                    111      129  -14.0%       219     265  -17.4% 
Capital expenditures          $1,417   $1,284   10.4%    $2,894  $2,485   16.5% 
      
Equivalent access lines in service (thousands):        
  Access lines                25,666   25,864   -0.8%     
  Access line equivalents     33,877   21,821   55.2%     
Total equivalent access 
 lines in service             59,543   47,685   24.9%     
Wholesale Lines                1,478    1,036   42.7%     
Internet customers (thousands) 1,097      788   39.2%     
DSL customers (thousands)        381       74  414.9%     
           

See Accompanying Notes at Page 13


                                      - 6 -

  
BellSouth Corporation          
Results by Segment (unaudited)   
Supplemental Operating Data  (in thousands)   
  
Communications Group - Network Access Lines In Service(a)                       
   
                                                    2Q01     2Q00     Growth   
      
Access lines (b)        
  Residence                                       17,011   17,203      -1.1%   
  Business                                         8,426    8,401       0.3%   
  Other                                              229      260     -11.9%   
      Total access lines in service               25,666   25,864      -0.8%   

Access line equivalents(c)        
  Selected digital data services:        
    DS0 & ADSL                                     2,998    1,030     191.1%   
    DS1                                            6,246    5,071      23.2%   
    DS3 & higher                                  24,633   15,720      56.7%   
      Total digital data lines in service         33,877   21,821      55.2%   
       
Total equivalent access lines in service          59,543   47,685      24.9%   
  
(a) Prior period operating data are often revised at later dates to reflect     
    updated information.  The above information reflects the latest data        
    available for the periods indicated. 
      
(b) Access line counts include amounts for switched access lines, Basic Rate    
    ISDN, Primary Rate ISDN and UNE Combos.   
        
(c) Access line equivalents represent a conversion of non-switched data circuits
    to a switched access line basis and is presented for comparability purposes.
    Equivalents are calculated by converting high-speed/high-capacity circuits  
    to the equivalent of a switched access line based on transport capacity.    
    While the revenues generated by access line equivalents have a directional  
    relationship with these counts, revenue growth rates cannot be compared to  
    line growth rates on an equivalent basis. 
    
See Accompanying Notes at Page 13

                                      - 7 -
         
  
BellSouth Corporation 
Results by Segment (amounts in millions) (unaudited) 

Domestic Wireless Segment (1)(a) 

                                                                Year-to-Date
                                2Q01     2Q00   Growth     2001    2000   Growth
    
Operating Revenues       
  Service revenues (4)        $1,312     $964    36.1%   $2,517  $1,837   37.0% 
  Equipment and other revenues   102       72    41.7%      207     149   38.9% 
    Total Operating Revenues   1,414    1,036    36.5%    2,724   1,986   37.2% 

Operating Expenses          
  Operational and support 
   expenses                      921      724    27.2%    1,846   1,450   27.3% 
  Depreciation and amortization  190      154    23.4%      370     321   15.3% 
    Total Operating Expenses   1,111      878    26.5%    2,216   1,771   25.1% 
Operating Income                 303      158    91.8%      508     215  136.3% 
Interest Expense                  82       27     N/M*      164      54     N/M 
Other Income (Expense), net      (10)      39     N/M        10      73     N/M 
Income Before Income Taxes       211      170    24.1%      354     234   51.3% 
Provision for Income Taxes        82       64    28.1%      137      87   57.5% 
      Segment Net Income(1)     $129     $106    21.7%     $217    $147   47.6% 
        
* - Not meaningful.       
        
Selected Financial and Operating Data (b) 
     
(amounts in millions, except customer data in thousands)          

EBITDA (5)                      $493     $312    58.0%     $878    $536   63.8% 
EBITDA margin (6)(c)            37.6%    32.4%   520 bps   34.9%   29.2% 570 bps

       
Average monthly revenue 
 per customer (7)(d)             $52      $61   -14.8%      $51     $60  -15.0% 
Customer net adds in period:          
  Cellular and PCS               273      286    -4.5%      615     595    3.4% 
  Data (Cingular Interactive)     13       79   -83.5%       47     158  -70.3% 
         
Customers:          
  Cellular and PCS             8,487    5,482    54.8%     
  Data (Cingular Interactive)    276      382   -27.7%     
POPs                          84,400   57,034    48.0%     
Penetration rate (9)            11.1%     9.9%  120  bps     
      
(a) The 2000 periods are comprised of BellSouth's wireless voice and wireless   
    data operations.  The 2001 periods are comprised of BellSouth's 40% share of
    the reported results of Cingular Wireless. 
          
(b) Customer data for the 2001 periods, including POPs, penetration rate and    
    average monthly revenue per customer, is comprised of BellSouth's 40% share 
    of the managed results of Cingular Wireless. 
           
(c) EBITDA margin denominator includes service revenues only. 
    
(d) Average monthly revenue per customer excludes Cingular Interactive (formerly
    BellSouth Wireless Data). 


See Accompanying Notes at Page 13
                                      - 8 -
 
  
BellSouth Corporation 
Results by Segment (amounts in millions) (unaudited) 
      
Latin America Group (1)(2) 
      
                                                             Year-to-Date 
                                     2Q01   2Q00   Growth   2001   2000  Growth 
         
Operating Revenues       
  Service revenues (4)               $629   $574    9.6%  $1,271  $1,149   10.6%

  Equipment and other revenues         97     99   -2.0%     236     205   15.1%

  Advertising and publishing revenues  23     31  -25.8%      24      45  -46.7%

    Total Operating Revenues          749    704    6.4%   1,531   1,399    9.4%

Operating Expenses          
  Operational and support expenses    505    522   -3.3%   1,135   1,103    2.9%

  Depreciation and amortization       155    130   19.2%     309     256   20.7%

    Total Operating Expenses          660    652    1.2%   1,444   1,359    6.3%

Operating Income                       89     52   71.2%      87      40  117.5%

Interest Expense                       55     26  111.5%     115      59   94.9%

Other Income (Expense), net          (128)   (58)   N/M*    (169)    (46)   N/M
Income Before Income Taxes            (94)   (32)   N/M     (197)    (65)   N/M 

Provision for Income Taxes             25      2    N/M       28     (11)   N/M 

      Segment Net Income(1)         ($119)  ($34)   N/M    ($225)   ($54)   N/M 

* - Not meaningful.    
  
     
Selected Financial and Operating Data                                           
     
(amounts in millions, except customer data in thousands)        
EBITDA (5)                           $244   $182   34.1%    $396    $296   33.8%

EBITDA margin (6)                    32.6%  25.9%   670 bps 25.9%  21.2% 470 bps

           
Average monthly revenue 
   per customer (8)                   $26    $35  -25.7%     $27     $37  -27.0%

Customer net adds in period 
(excluding ownership changes)         224    488  -54.1%     939   1,315  -28.6%

       
Customers (voice)                   8,008   5,584   43.4%     
POPs                              156,200 114,600   36.3%     
Penetration rate (9)                  5.1%    4.9%  20  bps     
           

See Accompanying Notes at Page 13
                                      - 9 -

 
BellSouth Corporation 
Proportionate Basis(3) - Selected Financial and Operating Data                  
(Amounts in millions, except customer data in thousands) 
        
Latin America Group (1)(2) 
      
                                                                  Year-to-Date 
                                  2Q01    2Q00   Growth    2001    2000 Growth 
Operating revenues                $701    $692     1.3%  $1,413  $1,359   4.0% 
EBITDA(5)                         $222    $179    24.0%    $376    $288  30.6% 
EBITDA margin(6)                  31.7%   25.9%  580 bps  26.6%   21.2%  540 bps

               
Average monthly revenue 
per customer (8)                   $26     $35   -25.7%    $27      $36  -25.0% 
Customer net adds in period 
(excluding ownership changes)      304     493   -38.3%    972    1,273  -23.6% 
      
Customers (voice)                7,894    5,667   39.3%     
POPs                           156,790  129,135   21.4%     
Penetration rate (9)               5.0%     4.7%   30 bps    
          

See Accompanying Notes at Page 13
                                      - 10 -

           
BellSouth Corporation                                                           
      
Worldwide Wireless (unaudited) 
Customers and POPs by Country 
(Proportionate Basis(3) in thousands) 
    
                                        Customers As of          POPs As of
Country               Brand          2Q01   2Q00  Growth     2Q01    2Q00 Growth

  
United States   Cingular Wireless / 8,487   5,913  43.5%   84,400  59,394  42.1%

                BellSouth Mobility       
      
Argentina       Movicom BellSouth   1,126    920   22.4%   23,270  23,270    -- 
Brazil                Various*      1,511  1,157   30.6%   25,438  25,234   0.8%

Chile                BellSouth        800    482   66.0%   15,100  15,100    -- 
Colombia             BellSouth        777      -    N/M**  27,451       -   N/M 
Ecuador              BellSouth        241    179   34.6%   11,086  11,086    -- 
Guatemala            BellSouth         29      -    N/M     7,140   7,140    -- 
Nicaragua            BellSouth        127     53  139.6%    2,581   2,581    -- 
Panama               BellSouth        112     69   62.3%    1,223   1,223    -- 
Peru                 BellSouth        373    337   10.7%   24,403  24,403    -- 
Uruguay           Movicom BellSouth    63     64   -1.6%      966     966    -- 
Venezuela          Telcel BellSouth 2,735  2,406   13.7%   18,132  18,132    -- 
          
     Total Latin America            7,894  5,667   39.3%  156,790 129,135  21.4%

           
Denmark               Sonofon         412    320   28.8%    2,465   2,465    -- 
Germany                e-plus       1,704  1,080   57.8%   18,568  18,568    -- 
India                 SkyCell          16      7  128.6%    1,348   1,348    -- 
Israel                Cellcom         712    560   27.1%    2,119   2,119    -- 
                                    2,844  1,967   44.6%   24,500  24,500    -- 
           
    Total Worldwide Wireless       19,225 13,547   41.9%  265,690 213,029  24.7%

            
* - BCP in Sao Paulo and Northeast regions;  TCO. 
** - Not meaningful. 


See Accompanying Notes at Page 13
                                      - 11 -
  
BellSouth Corporation 
Results by Segment (amounts in millions) (unaudited) 
        
Domestic Advertising & Publishing (1) 
      
                                                                 Year-to-Date  
                                   2Q01    2Q00   Growth     2001   2000  Growth

        
Total Operating Revenues        $   443  $  448    -1.1%   $  880  $ 801    9.9%

Operating Expenses         
  Operational and support expenses  241     237     1.7%      445    428    4.0%

  Depreciation and amortization       6       7   -14.3%       13     14   -7.1%

    Total Operating Expenses        247     244     1.2%      458    442    3.6%

Operating Income                    196     204    -3.9%      422    359   17.5%

Interest Expense                      3       4   -25.0%       11      9   22.2%

Other Income, net                     -       -     N/M*        4      -    N/M 
Income Before Income Taxes          193     200    -3.5%      415    350   18.6%

Provision for Income Taxes           74      76    -2.6%      159    132   20.5%

      Segment Net Income(1)        $119    $124    -4.0%     $256   $218   17.4%

    
EBITDA (5)                         $202    $211    -4.3%     $435   $373   16.6%

EBITDA margin (6)                  45.6%   47.1%  -150 bps   49.4% 46.6% 280 bps

     
* - Not meaningful.   
          

See Accompanying Notes at Page 13
                                      - 12 -


BellSouth Corporation 

Notes 
      
(1) Segment net income (loss) is based on normalized results which exclude
certain one-time transactions and certain corporate intercompany billings. 
Intersegment revenues are not eliminated for purposes of management reporting. 
      
(2) Results for the Latin America segment are reported one month in arrears.    
      
(3) Proportionate basis financial and operating data reflect our ownership
interest in the total operating results for each of our wireless properties,
both domestic and international, whether or not consolidated for financial
statement presentation purposes. 
      
(4) Wireless service revenues includes activation fees, access, airtime,
roaming, long distance and value added services.  Roaming revenues are included
on a gross basis for the Domestic Wireless segment and on a net basis for the
Latin America segment. 
      
(5) EBITDA is defined as operating revenues less operational and support
expenses.   
      
(6) EBITDA margin is calculated by dividing EBITDA by operating revenues. 
      
(7) For the Domestic Wireless segment, Average monthly revenue per customer is
calculated by dividing average monthly revenue by average customers.  Average
monthly revenue includes activation fees, access, airtime, roaming (gross), long
distance and value added services. 
      
(8) For the Latin America segment, Average monthly revenue per customer is
calculated by dividing average monthly revenue by average customers.  Average
monthly revenue includes activation fees, access, airtime, roaming (net), long
distance and value added services. 
      
(9) Penetration rate is calculated by dividing customers by POPs (excludes POPs
in markets where service has not been initiated). 
            
(10) During fourth quarter 2000, we adopted a new method of recognizing revenues
and expenses derived from installation and activation activities.  We did this
to comply with new accounting guidance contained in SAB101, which requires that
revenues from such activities be deferred and recognized over the estimated life
of the relationship with the customer.  As required by SAB101, we retroactively
adopted the new method effective January 1, 2000.  The retroactive adoption
decreased our previously reported revenues and expenses equally by $51 for
second quarter 2000 and $98 for the year-to-date period.  The adoption did not
affect our reported earnings for any 2000 period.   

Notes to Segment Results


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