BELLSOUTH CORP
8-K, EX-99, 2000-07-20
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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FOR MORE INFORMATION                          FOR IMMEDIATE RELEASE
Pattie Kushner (404-249-2365)                 July 20, 2000


                   BellSouth Second Quarter EPS Increases 9.8%
                      Continued Strong Business Performance
              in Data/Internet/E>Commerce, Wireless, International

ATLANTA - BellSouth Corporation (NYSE: BLS) reported second quarter earnings per
share (EPS) of 56 cents, an increase of 9.8 percent  compared to 51 cents before
a special item in the second quarter of 1999.

Consolidated  revenues  were a quarterly  record $6.8 billion and up 9.8 percent
over the same  period in 1999.  Growth  continued  to be  driven by  BellSouth's
rapidly evolving mix of data, wireless and international revenues.

"We continue to execute our  strategies  by giving our  customers  the high-tech
communications that are essential in the Internet economy," said Duane Ackerman,
chairman  and  chief  executive  officer.  "Businesses  require  high-performing
networks to run their  innovative  applications.  Consumers  want  BellSouth  to
package digital TV and all of today's powerful  services for them. We're putting
it all together for customers in all these fast-growing markets."

Data, Internet, E>Commerce

High-speed data services and e>commerce  applications for business customers, as
well as Web  hosting  and  Internet  access,  were  the  major  factors  driving
BellSouth  data revenues of $869 million in the second  quarter,  a 26.9 percent
gain.  In June alone,  the company  rolled out six new data  products for larger
businesses.  At the end of the quarter,  BellSouth had 74,000  customers for DSL
and other  high-speed  access products and a total of 788,000  Internet  service
subscribers.  Equivalent access lines,  which include broadband data services as
well as  traditional  switched  lines,  grew  at a  record  annual  rate of 20.8
percent.
<PAGE>

Domestic Wireless

Proportionate  revenues  of $877  million  grew 17.4  percent  compared  to $747
million  in the  second  quarter of 1999  (normalized  for the sale of  Honolulu
Cellular  last August).  At June 30, 2000  BellSouth  served 5.9 million  mobile
phone customers in the U.S. (proportionate basis). This is an annual growth rate
of 17.6 percent  (normalized  for Honolulu),  up from 15.4 percent growth in the
first  quarter  of 2000.  In May,  BellSouth  broke new  ground in the  wireless
industry  when it  introduced  "Rollover  Minutes," an  innovative  concept that
allows customers in special plans to keep unused minutes from month-to-month. In
addition,  the company's digital one-rate plans and other value-priced  packages
are driving increased usage and revenues.  Average revenue per subscriber of $54
in the second quarter of 2000 increased 5.9 percent  compared to $51 in the same
three months a year ago.

International

BellSouth added 790,000  international  wireless customers in the second quarter
(proportionate basis),  including a recent acquisition that expanded BellSouth's
operations  in Brazil,  driving an annual  growth rate of 70.6  percent.  Second
quarter  proportionate  revenues  climbed 17.6 percent,  to $834 million in 2000
from $709  million in the same  quarter of the previous  year.  With  operations
concentrated  in Latin America and Europe,  BellSouth's  businesses  now cover a
total population  overseas of more than 303 million and serve 16.2 million total
wireless  customers  (7.6 million on a  proportionate  basis).  In May and June,
BellSouth  announced  two related  transactions  that will give its newest Latin
American company, Celumovil, the first national cellular footprint in Colombia.

Calling Features and Packages

Calling  feature  revenues  were $532 million in the second  quarter of 2000, an
11.5 percent increase compared to $477 million in the same three months of 1999.
The  BellSouth(r)  Complete  Choice(r)  Plan  family of  services is now used by
nearly three in 10 residential customers. Complete Choice packages basic service
with any or all of some two dozen  calling  features  such as Caller ID and Call
Waiting  Deluxe.  Caller ID now is activated on more than 7.5 million  BellSouth
residential  lines.  Newer products such as Privacy Director also contributed to
the second quarter gains.
<PAGE>

Additional Financial Highlights

BellSouth's  consolidated revenues of $6.8 billion in the second quarter of 2000
increased  9.8  percent.  The second  quarter of the  previous  year  included a
non-cash  charge of $320 million  related to the impairment of wireless  assets.
Not including  this special item,  consolidated  expenses of $4.8 billion in the
second  quarter of 2000  increased  6.4 percent  and net income of $1.1  billion
increased  9.4  percent.  Net income in the three months ended June 30, 1999 was
$973 million before the special item, and $786 million as reported (41 cents per
share).

BellSouth  is  a  $26  billion  communications  services  company.  It  provides
telecommunications   services,   Internet,  data  and  e>commerce  applications,
wireless  communications,  cable  and  digital  TV,  and  online  and  directory
advertising to more than 40 million customers in 18 countries worldwide.

Access BellSouth's  computer viewable and downloadable  earnings  commentary and
financial statements at www.bellsouth.com/investor.
<PAGE>

BellSouth Corporation
Consolidated Statements of Income (unaudited)
(amounts in millions, except per share data)
                                                Quarter Ended
                                              6/30/00    6/30/99    % Change

Operating Revenues
     Wireline communications
         Local service                         $2,862     $2,712       5.5%
         Network access                         1,245      1,187       4.9%
         Long distance                            131        153     (14.4%)
         Other wireline                           357        255      40.0%
            Total wireline communications       4,595      4,307       6.7%
     Domestic wireless                            919        796      15.5%
     International operations                     658        565      16.5%
     Advertising and publishing                   471        407      15.7%
     Other                                        109         73      49.3%
         Total Operating Revenues               6,752      6,148       9.8%

Operating Expenses
     Operational and support expenses           3,565      3,359       6.1%
     Depreciation and amortization              1,240      1,155       7.4%
     Severance accrual                              -          -        N/M
     Loss on asset impairment                       -        320        N/M
         Total Operating Expenses               4,805      4,834      (0.6%)
Operating Income                                1,947      1,314      48.2%
Interest Expense                                  332        245      35.5%
Other Income (Expense), net                        68        187        N/M
Income Before Income Taxes                      1,683      1,256      34.0%
Provision for Income Taxes                        619        470      31.7%
           Net Income                          $1,064       $786      35.4%

Diluted:
     Weighted Average Common
      Shares Outstanding                        1,900      1,909      (0.5%)
     Earnings Per Share                         $0.56      $0.41      36.6%

                                               Six Months Ended
                                              6/30/00    6/30/99   % Change

Operating Revenues
     Wireline communications
         Local service                         $5,683     $5,366       5.9%
         Network access                         2,508      2,378       5.5%
         Long distance                            266        303     (12.2%)
         Other wireline                           642        535      20.0%
            Total wireline communications       9,099      8,582       6.0%
     Domestic wireless                          1,772      1,540      15.1%
     International operations                   1,322      1,126      17.4%
     Advertising and publishing                   835        750      11.3%
     Other                                        211        123      71.5%
         Total Operating Revenues              13,239     12,121       9.2%

Operating Expenses
     Operational and support expenses           7,133      6,612       7.9%
     Depreciation and amortization              2,458      2,268       8.4%
     Severance accrual                             78          -        N/M
     Loss on asset impairment                       -        320        N/M
         Total Operating Expenses               9,669      9,200       5.1%
Operating Income                                3,570      2,921      22.2%
Interest Expense                                  638        471      35.5%
Other Income (Expense), net                       282        (20)       N/M
Income Before Income Taxes                      3,214      2,430      32.3%
Provision for Income Taxes                      1,149      1,029      11.7%
           Net Income                          $2,065     $1,401      47.4%

Diluted:
     Weighted Average Common
      Shares Outstanding                        1,899      1,930      (1.6%)
     Earnings Per Share                         $1.09      $0.73      49.3%

Selected Financial and Operating Data

                                                  Quarter Ended
                                                6/30/00    6/30/99    % Change

EBITDA                                           $3,187     $2,789      14.3%
EBITDA margin                                     47.2%      45.4%    +180bps
Return on average equity (annualized)             26.2%      22.5%    +370bps
Return on average total capital (annualized)      16.5%      13.9%    +260bps
Digital and data revenues                          $869       $685      26.9%
Dividends per share                               $0.19      $0.19       0.0%
Capital expenditures                             $1,705     $1,498      13.8%

                                                  Six Months Ended
                                                6/30/00    6/30/99   % Change

EBITDA                                           $6,106     $5,509      10.8%
EBITDA margin                                     46.1%      45.5%     +60bps
Return on average equity (annualized)             26.3%      19.1%    +720bps
Return on average total capital (annualized)      16.2%      12.6%    +360bps
Digital and data revenues                        $1,680     $1,306      28.6%
Dividends per share                               $0.38      $0.38       0.0%
Capital expenditures                             $3,268     $2,885      13.3%

                                                   As of
                                       6/30/00    6/30/99    % Change

Common shares outstanding                  1,879      1,885      (0.3%)
Book value per share                       $8.78      $7.40      18.6%
Debt ratio                                 50.6%      53.8%    -320bps
Total employees                           99,027     94,998       4.2%

<PAGE>

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

                                               Quarter Ended
                                            6/30/00    6/30/99    % Change


Reported Net Income                         $1,064       $786       35.4%
     Gain on E-Plus restructuring (a)            -          -           -
     Severance accrual (b)                       -          -           -
     Loss on asset impairment (c)                -        187         N/M
     Foreign currency loss(d)                    -          -           -
Normalized Net Income                       $1,064       $973        9.4%


Reported Diluted Earnings Per Share          $0.56      $0.41       36.6%
     Gain on E-Plus restructuring (a)            -          -           -
     Severance accrual (b)                       -          -           -
     Loss on asset impairment (c)                -       0.10         N/M
     Foreign currency loss(d)                    -          -           -
Normalized Diluted Earnings Per Share (e)    $0.56      $0.51        9.8%

Normalized return on
 average equity (annualized)                 26.2%      27.8%     -160bps
Normalized return on
average total capital (annualized)           16.5%      16.5%           -


                                              Six Months Ended
                                            6/30/00     6/30/99   % Change


Reported Net Income                         $2,065      $1,401      47.4%
     Gain on E-Plus restructuring (a)          (68)          -        N/M
     Severance accrual (b)                      48                    N/M
     Loss on asset impairment (c)                -         187        N/M
     Foreign currency loss(d)                    -         280        N/M
Normalized Net Income                       $2,045      $1,868       9.5%

Reported Diluted Earnings Per Share          $1.09       $0.73      49.3%
     Gain on E-Plus restructuring (a)        (0.04)          -        N/M
     Severance accrual (b)                    0.03                    N/M
     Loss on asset impairment (c)                -        0.10        N/M
     Foreign currency loss(d)                    -        0.15        N/M
Normalized Diluted Earnings Per Share (e)    $1.08       $0.97      11.3%

Normalized return on
 average equity (annualized)                  26.0%       25.5%     +50bps
Normalized return on
 average total capital (annualized)           16.0%       15.9%     +10bps

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

(b)  Represents expense recorded as a result of our previously announced plan to
     reduce our domestic workforce.

(c)  Represents the after-tax  loss recorded in second  quarter 1999  associated
     with the  write-down of equipment  that is being replaced as we continue to
     upgrade our U.S. wireless network.

(d)  Represents  our share of foreign  currency  losses  recorded  during  first
     quarter 1999 as a result of the  devaluation  of the Brazilian  Real during
     January 1999.

(e)  1999 year-to-date  normalized  diluted earnings per share do not sum due to
     rounding.

<PAGE>

BellSouth Corporation
Consolidated Balance Sheets (unaudited)
(amounts in millions, except per share data)

                                              June 30,      December 31,
                                                2000            1999

Assets
Current Assets:
  Cash and cash equivalents                     $1,520          $1,287
  Temporary cash investments                        27             105
  Accounts receivable--net
    of allowance for uncollectibles
    of $316 and $312                             5,014           5,177
  Material and supplies                            468             451
  Other current assets                             590             367
      Total Current Assets                       7,619           7,387

Investments and Advances                         7,456           6,097
Property, Plant and Equipment, net              25,297          24,631
Deferred Charges and Other Assets                1,717           1,564
Intangible Assets, net                           4,023           3,774
Total Assets                                   $46,112         $43,453

Liabilities and Shareholders' Equity
Current Liabilities:
  Debt maturing within one year                $6,108           $7,653
  Accounts payable                              2,100            1,961
  Other current liabilities                     4,234            3,781
      Total Current Liabilities                12,442           13,395

Long-Term Debt                                 10,869            9,113

Noncurrent Liabilities:
  Deferred income taxes                         2,963            2,705
  Unamortized investment tax credits              106              126
  Other noncurrent liabilities                  3,230            3,299
      Total Noncurrent Liabilities              6,299            6,130

Shareholders' Equity:
  Common stock, $1 par value                    2,020            2,020
  Paid-in capital                               6,775            6,771
  Retained earnings                            12,746           11,456
  Accumulated other comprehensive income           (5)            (358)
  Shares held in trust and treasury            (4,832)          (4,798)
  Guarantee of ESOP debt                         (202)            (276)
      Total Shareholders' Equity               16,502           14,815
Total Liabilities and Shareholders' Equity    $46,112          $43,453

================================================================================

BellSouth Corporation
Consolidated Statements of Income (amounts in millions) (unaudited)

Wireline Communications

                                             Quarter Ended
                                          6/30/00     6/30/99    % Change

Operating Revenues
      Local service                        $2,862      $2,712        5.5%
      Network access                        1,245       1,187        4.9%
      Long distance                           131         153      (14.4%)
      Other wireline                          443         374       18.4%
          Total Operating Revenues          4,681       4,426        5.8%
Operating Expenses
      Operational and support expenses      2,188       2,186        0.1%
      Depreciation and amortization           904         850        6.4%
          Total Operating Expenses          3,092       3,036        1.8%
Operating Income                            1,589       1,390       14.3%
Interest Expense                              176         133       32.3%
Other Income, net                               4           -         N/M
Income Before Income Taxes                  1,417       1,257       12.7%
Provision for Income Taxes                    509         476        6.9%
            Segment Net Income(1)            $908        $781       16.3%


                                            Six Months Ended
                                          6/30/00     6/30/99    % Change

Operating Revenues
      Local service                        $5,683      $5,366        5.9%
      Network access                        2,508       2,378        5.5%
      Long distance                           266         303      (12.2%)
      Other wireline                          800         702       14.0%
          Total Operating Revenues          9,257       8,749        5.8%
Operating Expenses
      Operational and support expenses      4,331       4,263        1.6%
      Depreciation and amortization         1,785       1,683        6.1%
          Total Operating Expenses          6,116       5,946        2.9%
Operating Income                            3,141       2,803       12.1%
Interest Expense                              338         268       26.1%
Other Income, net                              10           1         N/M
Income Before Income Taxes                  2,813       2,536       10.9%
Provision for Income Taxes                  1,042         954        9.2%
            Segment Net Income(1)          $1,771      $1,582       11.9%


Selected Financial and Operating Data

                                         Quarter Ended
                                      6/30/00     6/30/99    % Change
(amounts in millions)
EBITDA                                 $2,493      $2,240       11.3%
EBITDA margin                           53.3%       50.6%     +270bps
Convenience feature revenues             $532        $477       11.5%
Access minutes of use                  28,798      27,627        4.2%
Long distance messages                    129         168      (23.2%)
Capital expenditures                   $1,248      $1,166        7.0%

                                        Six Months Ended
                                      6/30/00     6/30/99    % Change
(amounts in millions)
EBITDA                                 $4,926      $4,486        9.8%
EBITDA margin                           53.2%       51.3%     +190bps
Convenience feature revenues           $1,047        $921       13.7%
Access minutes of use                  57,514      54,452        5.6%
Long distance messages                    265         345      (23.2%)
Capital expenditures                   $2,425      $2,255        7.5%


                                                    As of
                                       6/30/00     6/30/99    % Change

Debt ratio                                53.2%       48.5%     +470bps
Equivalent access lines
 in service (thousands):
    Switched access lines               24,647      24,370        1.1%
    Access line equivalents             23,649      15,605       51.5%
Total equivalent access lines
 in service                             48,296      39,975       20.8%
Telephone employees                     65,590      64,727        1.3%

<PAGE>

BellSouth Corporation
Supplemental Operating Data  (in thousands)

Wireline Communications - Network Access Lines In Service(a)

                                                      As of
                                       6/30/00       6/30/99      % Change

Switched access lines
  Residence                             17,189        16,782          2.4%
  Business                               7,198         7,316         (1.6%)
  Other                                    260           272         (4.4%)
      Total switched access
       lines in service                 24,647        24,370          1.1%
Access line equivalents(b)
  Selected digital data services:
    Basic rate ISDN                        231           202         14.4%
    Primary rate ISDN                    1,049           714         46.9%
    DS0                                  1,030           517         99.2%
    DS1                                  5,009         3,911         28.1%
    DS3 & higher                        16,330        10,261         59.1%
      Total digital data
       lines in service                 23,649        15,605         51.5%

Total equivalent access
  lines in service                      48,296        39,975         20.8%

(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  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, growth rates cannot be compared
     on an equivalent basis.

<PAGE>

BellSouth Corporation
Consolidated Statements of Income (amounts in millions) (unaudited)

Domestic Wireless(2)

                                  Quarter Ended
                               6/30/00     6/30/99    % Change

Operating revenues                $923        $799       15.5%

Segment net income(1)             $127         $71       78.9%

Total assets                    $5,978      $6,452       (7.3%)


                                 Six Months Ended
                               6/30/00     6/30/99    % Change

Operating revenues              $1,780      $1,547       15.1%

Segment net income(1)             $187        $131       42.7%



Proportionate Basis(3) - Selected Financial and Operating Data

                                            Quarter Ended
                                          6/30/00     6/30/99    % Change
(amounts in millions,
  except customer data in thousands)
Wireless revenues, net(4)                   $877        $761       15.2%
Net income(5)                               $127         $69       84.1%
Operating cash flow(7)                      $378        $296       27.7%
Operating cash flow margin(8)              43.1%       38.9%     +420bps
Customer net adds in period
 (excluding ownership changes)               280         146       91.8%
Average monthly revenue per customer(9)      $54         $51        5.9%


                                            Six Months Ended
                                          6/30/00     6/30/99    % Change
(amounts in millions,
  except customer data in thousands)
Wireless revenues, net(4)                 $1,669      $1,462       14.2%
Net income(5)                               $187        $132       41.7%
Operating cash flow(7)                      $668        $565       18.2%
Operating cash flow margin(8)              40.0%       38.6%     +140bps
Customer net adds in period
 (excluding ownership changes)               570         353       61.5%
Average monthly revenue per customer(9)      $53         $50        6.0%


                                                      As of
                                         6/30/00     6/30/99    % Change

Customers                                 5,913       5,155       14.7%
POPs                                     59,394      57,256        3.7%
Penetration rate(10)                      10.2%        9.3%      +90bps
Property, plant and equipment, gross     $4,845      $4,484        8.1%



Normalized Financial and Operating Data

During the third quarter of 1999, we sold our Honolulu Cellular  Operations.  In
the following  table, we have restated the prior period  financial and operating
data  to  reflect  these  changes  and  provide  more   meaningful   comparative
information for existing operations.

                                            Quarter Ended
                                        6/30/00     6/30/99    % Change
(amounts in millions,
  except customer data in thousands)
Wireless revenues, net(4)                 $877        $747       17.4%
Customers                                5,913       5,029       17.6%
POPs                                    59,394      56,384        5.3%
Penetration rate(10)                     10.2%        9.2%     +100bps


                                          Six Months Ended
                                        6/30/00     6/30/99    % Change
(amounts in millions,
  except customer data in thousands)
Wireless revenues, net(4)               $1,669      $1,435       16.3%

<PAGE>

BellSouth Corporation
Consolidated Statements of Income (amounts in millions) (unaudited)

International Operations(2)

                                        Quarter Ended
                                     6/30/00     6/30/99    % Change

Operating revenues                      $668        $565       18.2%

Segment net income (loss)(1)            ($18)        $50         N/M

Total assets                          $5,756      $4,389       31.1%


                                       Six Months Ended
                                     6/30/00     6/30/99    % Change

Operating revenues                    $1,343      $1,126       19.3%

Segment net income (loss)(1)            ($4)         $30         N/M




Proportionate Basis(3) - Selected Financial and Operating Data

                                               Quarter Ended
                                            6/30/00     6/30/99    % Change
(amounts in millions,
  except customer data in thousands)
Wireless revenues, net(4)                    $834        $709       17.6%
Net income  (5)                               ($5)        $54         N/M
Operating cash flow(7)                       $249        $215       15.8%
Operating cash flow margin(8)               29.9%       30.3%      -40bps
Customer net adds in period
  (excluding ownership changes)               622         424       46.7%
Average monthly revenue per customer(9)       $35         $51      (31.4%)


                                             Six Months Ended
                                           6/30/00     6/30/99    % Change
(amounts in millions,
  except customer data in thousands)
Wireless revenues, net(4)                  $1,678      $1,414       18.7%
Net income  (5)                               $16         $46      (65.2%)
Operating cash flow(7)                       $441        $388       13.7%
Operating cash flow margin(8)               26.3%       27.4%     -110bps
Customer net adds in period
  (excluding ownership changes)             1,609         998       61.2%
Average monthly revenue per customer(9)       $37         $53      (30.2%)

                                                        As of
                                           6/30/00     6/30/99    % Change
Wireless:
     Customers                               7,634       4,475       70.6%
     POPs                                  153,635     127,407       20.6%
Penetration rate(10)                          5.2%        4.5%      +70bps
Property, plant and equipment, gross        $3,939      $3,260       20.8%

<PAGE>

BellSouth Corporation
Supplemental Operating Data - International Customers and POPs by Country
(Proportionate Basis(3) in thousands)
                                                  Customers As of
Country                   Brand            6/30/00      6/30/99    % Change

Argentina                Movicom              911          652       39.7%
                        Interior                9            -         N/M
Brazil               BCP (Sao Paulo)          647          437       48.1%
                     BCP (Northeast)          342          103      232.0%
                         TCO (6)              168            -         N/M
Chile             BellSouth (Santiago)        426          262       62.6%
                  BellSouth (Interior)         56            -         N/M
Ecuador                 BellSouth             179          132       35.6%
Nicaragua               BellSouth              53           23      130.4%
Panama                BSC de Panama            69           34      102.9%
Peru                 Tele2000 (Lima)          316          192       64.6%
                   Tele2000 (Interior)         21            -         N/M
Uruguay                  Movicom               64           42       52.4%
Venezuela                Telcel             2,406        1,221       97.1%
Guatemala               Guatemala               -            -           -

     Subtotal Latin America                 5,667        3,098       82.9%

Denmark                  Sonofon              320          393      (18.6%)
Germany                  e-plus             1,080          568       90.1%
India                    SkyCell                7            4       75.0%
Israel                   Cellcom              560          412       35.9%

     Subtotal Europe and Asia/Pacific       1,967        1,377       42.8%

Total International                         7,634        4,475       70.6%


                                                      POPs As of
Country                 Brand              6/30/00      6/30/99     % Change

Argentina              Movicom              8,710       8,775        (0.7%)
                      Interior             14,560      14,690        (0.9%)
Brazil             BCP (Sao Paulo)          8,049       8,049            -
                   BCP (Northeast)         12,452      12,452            -
                       TCO (6)              4,733           -          N/M
Chile           BellSouth (Santiago)        7,500       7,400         1.4%
                BellSouth (Interior)        7,600           -          N/M
Ecuador               BellSouth            11,086      10,996         0.8%
Nicaragua             BellSouth             2,581       2,581            -
Panama              BSC de Panama           1,223       1,135         7.8%
Peru               Tele2000 (Lima)          7,069       5,188        36.3%
                 Tele2000 (Interior)       17,334      12,600        37.6%
Uruguay                Movicom                966         966            -
Venezuela              Telcel              18,132      18,132            -
Guatemala             Guatemala             7,140           -          N/M

     Subtotal Latin America               129,135     102,964        25.4%

Denmark                  Sonofon            2,465       2,465            -
Germany                  e-plus            18,568      18,545         0.1%
India                    SkyCell            1,348       1,348            -
Israel                   Cellcom            2,119       2,085         1.6%

     Subtotal Europe and Asia/Pacific      24,500      24,443         0.2%

Total International                       153,635     127,407        20.6%

<PAGE>

BellSouth Corporation
Consolidated Statements of Income (amounts in millions) (unaudited)

Advertising and Publishing

                                  Quarter Ended
                               6/30/00     6/30/99     % Change

Operating revenues               $477         $410       16.3%
Segment net income(1)            $125          $98       27.6%
Total assets                   $1,579       $1,310       20.5%


                                 Six Months Ended
                               6/30/00      6/30/99    % Change

Operating revenues               $846         $756       11.9%
Segment net income(1)            $215         $182       18.1%


Selected Financial and Operating Data

                             Quarter Ended
                          6/30/00     6/30/99     % Change

EBITDA                      $208         $169       23.1%
EBITDA margin              43.6%        41.2%     +240bps


                            Six Months Ended
                         6/30/00      6/30/99    % Change

EBITDA                      $363         $315       15.2%
EBITDA margin              42.9%        41.7%     +120bps






Other

                             Quarter Ended
                          6/30/00     6/30/99     % Change

Operating revenues          $209         $165       26.7%
Segment net loss(1)         ($54)        ($59)       8.5%
Total assets              $1,486       $1,333       11.5%


                          Six Months Ended
                          6/30/00      6/30/99    % Change

Operating revenues          $399         $285       40.0%
Segment net loss(1)         ($93)       ($116)      19.8%



<PAGE>

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)  Domestic wireless and international operations financial and operating data
     are reported one month in arrears,  except for domestic wireless  customers
     and POPs which are presented as of quarter end.

(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.   Proportionate  basis
     customers and POPs represent end of period  customers and estimated  market
     population,  respectively,  multiplied  by  our  ownership  interest  in  a
     licensee operating in that market.

(4)  Wireless revenues, net includes activation fees, access,  airtime,  roaming
     (net),  long  distance,  equipment  sales,  value added  services and other
     revenue.  Proportionate  domestic  wireless  revenues have been adjusted to
     include the cost of equipment sold to customers.

(5)  Net income (loss) represents our  proportionate  interest in the net income
     (loss) of the  respective  operations  and does not include gains  (losses)
     from the sale of  properties or  development  expenses for markets prior to
     service initiation.

(6)  TCO represents a new investment  acquired in May, 2000.  This investment is
     accounted  for  under  the cost  method;  therefore,  it has no  impact  on
     operating results.

(7)  Operating cash flow is defined as operating  income plus  depreciation  and
     amortization.  While  it  represents  our  proportionate  interest  in  the
     operating entities' operating cash flows, it does not necessarily represent
     cash available to us.

(8)  Operating cash flow margin is calculated by dividing operating cash flow by
     wireless revenues, net.

(9)  Average  monthly  revenue per customer is  calculated  by dividing  average
     monthly revenue by average  proportionate basis customers.  Average monthly
     revenue includes  activation fees,  access,  airtime,  roaming (net),  long
     distance and value added services.

(10) Penetration rate is calculated by dividing proportionate basis customers by
     proportionate  basis POPs  (excludes  POPs in markets where service has not
     been initiated).




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