BELLSOUTH CORP
8-K, EX-99, 2000-10-19
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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FOR MORE INFORMATION                                       FOR IMMEDIATE RELEASE
Pattie Kushner (404-249-2365)                                   October 19, 2000
Jeff Battcher (404-713-0274)


                    BellSouth Third Quarter EPS Increases 10%
        Domestic and International Wireless Continue Strong Performance;
           DSL Customer Base Grows More Than 80 Percent During Quarter

ATLANTA - BellSouth  Corporation (NYSE: BLS) reported third quarter earnings per
share  (EPS) of 55 cents,  including a two-cent  reduction  related to its newly
acquired wireless properties in Colombia. Third quarter EPS increased 10 percent
compared to 50 cents before special items in the third quarter of 1999.

Consolidated  revenues were $6.9 billion,  a gain of 7.5 percent compared to the
same period of the previous  year.  Strong growth in data  revenues  represented
more than 40 percent of consolidated  revenue growth,  highlighting  BellSouth's
continuing  shift  not  only  to  digital  broadband   services  and  e-commerce
applications for business customers but also to wireless and  international.  In
addition,  BellSouth's  DSL customer base  increased more than 80 percent during
the third quarter.

"We're  leveraging  our existing  network assets to create a  sophisticated  new
platform for data,  Internet  services  and  e-business,"  said Duane  Ackerman,
chairman and chief executive officer.  "In telecom's other high growth area, the
debut of Cingular Wireless, the new company we formed with SBC Communications to
deliver national wireless data and voice services,  opens up lots of new markets
and unlocks significant value for our investors."

DSL, Data, Internet, E>Commerce

At the end of  September,  BellSouth  had  134,000  customers  for DSL and other
high-speed  access products,  compared to 74,000 at the end of June, a quarterly
gain of 81.1 percent.  With this  acceleration in customer growth,  BellSouth is
confident it will have 200,000 high-speed customers by year end 2000.

Equivalent  access  lines,  which  include  broadband  data  services as well as
traditional  switched lines, grew at a record annual rate of 25.3 percent in the
three months ended September 30, 2000.  Total data revenues in the third quarter
were $894  million,  an increase of 28 percent  compared to the same  quarter of
1999. During the quarter BellSouth opened new E-Business  Centers in Atlanta and
Miami to provide Web hosting services.

Domestic Wireless

Proportionate  revenues  of $890  million  grew 19.5  percent  compared  to $745
million  in the  third  quarter  of 1999  (normalized  for the sale of  Honolulu
Cellular in August  1999).  At the end of the third  quarter,  BellSouth  served
nearly 6.2 million mobile phone customers in the U.S.  (proportionate basis), an
accelerating  annual growth rate of 19.8 percent,  up from 17.6 percent customer
growth in the second  quarter and 15.4 percent in the first.  Special plans such
as BellSouth's  unique  "Rollover  Minutes" program and digital one-rate options
helped drive increased usage and revenues. Average revenue per subscriber of $53
in the third quarter of 2000  increased 3.9 percent  compared to $51 in the same
three months a year ago.

International

Including  newly acquired  operations in Colombia,  BellSouth  added more than a
million international wireless customers in the third quarter, driving an annual
growth rate of 69.3  percent and  bringing  the number of customers to more than
8.7 million on a  proportionate  basis.  Third  quarter  proportionate  revenues
climbed  16.8  percent,  to $875  million in 2000 from $749  million in the same
quarter of the previous  year.  During the third  quarter,  BellSouth  completed
acquisitions  that  make it 66  percent  owner of the  first  national  wireless
company in Colombia, and early in the fourth quarter,  launched wireless service
in Guatemala, the 11th market served by BellSouth in Central and South America.

Calling Features and Packages

Calling  feature  revenues  were $550 million in the third quarter of 2000, a 12
percent increase  compared to $491 million in the same three months of 1999. The
BellSouth(R)  Complete  Choice(R)  Plan family of services  passed the 5 million
customer  milestone during the quarter,  and is now used by nearly 30 percent of
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.  In
addition,  BellSouth  has sold 8.2 million  Caller ID lines to  residential  and
business customers.

BellSouth  Corporation is a $26 billion  Fortune 100  integrated  communications
services company. Headquartered in Atlanta, BellSouth has operations in the U.S.
and 16 other  countries  and serves  more than 41 million  customers  worldwide.
BellSouth  provides  integrated  data,  voice  and  video  services  to meet the
communications needs of business,  residential and wholesale customers.  For six
years in a row,  BellSouth has achieved the highest score in its category in the
American Customer  Satisfaction  Index  co-sponsored by the American Society for
Quality.

About Cingular Wireless (a joint venture with SBC Communications)

Through  Cingular  Wireless,  the  nation's  second  largest  wireless  company,
BellSouth  provides  innovative  wireless  data  and  voice  services.  Cingular
Wireless  serves 19  million  subscribers  and  reaches  190  million  potential
customers  with  the most  robust  set of  services  in the  wireless  industry,
including interactive messaging,  attractive national rate plans and packages of
communications services.

Further  information  about  BellSouth's  third quarter  earnings release can be
accessed    at    the    company's    Investor    Relations    Web    site    at
www.bellsouth.com/investor.  The press release,  earnings commentary summarizing
highlights of the quarter (both text and audio),  and financial  statements will
be  available on the Web site  starting  today at 8 a.m.  EDT. In addition,  the
audio of the  earnings  commentary  can be  accessed  by calling  the  BellSouth
Investor Newsline at 770-662-0779,  beginning today at 8 a.m. EDT and continuing
through Monday, October 23, 2000.

In addition to historical  information,  this document contains  forward-looking
statements  regarding  events and  financial  trends.  Factors that could affect
future  results and could cause actual results to differ  materially  from those
expressed or implied in the forward-looking  statements include: (i) a change in
economic  conditions  in domestic or  international  markets where we operate or
have material  investments which would affect demand for our services;  (ii) the
intensity of competitive activity and its resulting impact on pricing strategies
and new product  offerings;  and (iii) higher than anticipated cash requirements
for investments, new business initiatives and acquisitions.  The forward-looking
information  in this  document  is given as of this  date  only,  and  BellSouth
assumes no duty to update this information.

<PAGE>

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


                                             Quarter Ended
                                      9/30/00    9/30/99    % Change

Operating Revenues
     Wireline communications
         Local service                   $2,857     $2,747       4.0%
         Network access                   1,198      1,200      (0.2%)
         Long distance                      133        158     (15.8%)
         Other wireline                     370        310      19.4%
            Total wireline
             communications               4,558      4,415       3.2%
     Domestic wireless                      942        815      15.6%
     International operations               709        575      23.3%
     Advertising and publishing             587        540       8.7%
     Other                                  107         77      39.0%
         Total Operating Revenues         6,903      6,422       7.5%

Operating Expenses
     Operational and support expenses     3,665      3,541       3.5%
     Depreciation and amortization        1,301      1,207       7.8%
     Severance accrual                        -          -        N/M
     Loss on asset impairment                 -          -        N/M
         Total Operating Expenses         4,966      4,748       4.6%
Operating Income                          1,937      1,674      15.7%
Interest Expense                            344        266      29.3%
Other Income (Expense), net                  31         28      10.7%
Income Before Income Taxes                1,624      1,436      13.1%
Provision for Income Taxes                  588        442      33.0%
           Net Income                    $1,036       $994       4.2%

Diluted:
     Weighted Average Common
       Shares Outstanding                 1,885      1,904      (1.0%)
     Earnings Per Share                   $0.55      $0.52       5.8%


                                               Nine Months Ended
                                      9/30/00     9/30/99   % Change

Operating Revenues
     Wireline communications
         Local service                 $8,540      $8,113       5.3%
         Network access                 3,706       3,578       3.6%
         Long distance                    399         461     (13.4%)
         Other wireline                 1,012         845      19.8%
            Total wireline
             communications            13,657      12,997       5.1%
     Domestic wireless                  2,714       2,355      15.2%
     International operations           2,031       1,701      19.4%
     Advertising and publishing         1,422       1,290      10.2%
     Other                                318         200      59.0%
         Total Operating Revenues      20,142      18,543       8.6%

Operating Expenses
     Operational and support expenses  10,798      10,153       6.4%
     Depreciation and amortization      3,759       3,475       8.2%
     Severance accrual                     78           -        N/M
     Loss on asset impairment               -         320        N/M
         Total Operating Expenses      14,635      13,948       4.9%
Operating Income                        5,507       4,595      19.8%
Interest Expense                          982         737      33.2%
Other Income (Expense), net               313           8        N/M
Income Before Income Taxes              4,838       3,866      25.1%
Provision for Income Taxes              1,737       1,471      18.1%
           Net Income                  $3,101      $2,395      29.5%

Diluted:
     Weighted Average Common
      Shares Outstanding                1,894       1,921      (1.4%)
     Earnings Per Share                 $1.64       $1.25      31.2%



Selected Financial and Operating Data

                                          Quarter Ended
                                      9/30/00    9/30/99    % Change

EBITDA                                   $3,238     $2,881      12.4%
EBITDA margin                             46.9%      44.9%    +200bps
Return on average equity
  (annualized)                            25.0%      28.2%    -320bps
Return on average total capital
  (annualized)                            15.5%      16.1%     -60bps
Digital and data revenues                  $894       $698      28.1%
Dividends per share                       $0.19      $0.19       0.0%
Capital expenditures                     $1,837     $1,570      17.0%


                                               Nine Months Ended
                                      9/30/00     9/30/99   % Change

EBITDA                                 $9,344      $8,390      11.4%
EBITDA margin                           46.4%       45.2%    +120bps
Return on average equity
  (annualized)                          25.8%       22.1%    +370bps
Return on average total capital
  (annualized)                          15.9%       13.8%    +210bps
Digital and data revenues              $2,574      $2,005      28.4%
Dividends per share                     $0.57       $0.57       0.0%
Capital expenditures                   $5,105      $4,456      14.6%



                                                 As of
                                      9/30/00    9/30/99    % Change

Common shares outstanding                 1,866      1,884      (1.0%)
Book value per share                      $8.84      $7.15      23.6%
Debt ratio                                54.6%      54.4%     +20bps
Total employees                         102,191     95,773       6.7%



<PAGE>


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

                                                    Quarter Ended
                                            9/30/00     9/30/99    % Change


Reported Net Income                            $1,036        $994       4.2%
     Gain on E-Plus restructuring (a)               -           -          -
     Severance accrual (b)                          -           -          -
     Loss on asset impairment (c)                   -           -        N/M
     Recognition of foreign
      investment tax credits (d)                    -         (95)       N/M
     Gain on Sale of Honolulu Cellular              -         (23)       N/M
     Foreign currency loss (e)                      -          75        N/M
Normalized Net Income                          $1,036        $951       8.9%


Reported Diluted Earnings Per Share             $0.55       $0.52       5.8%
     Gain on E-Plus restructuring (a)               -           -          -
     Severance accrual (b)                          -           -          -
     Loss on asset impairment (c)                   -           -        N/M
     Recognition of foreign
      investment tax credits (d)                    -       (0.05)       N/M
     Gain on Sale of Honolulu Cellular              -       (0.01)       N/M
     Foreign currency loss (e)                      -        0.04        N/M
Normalized Diluted Earnings Per Share           $0.55       $0.50      10.0%


Normalized return on average
  equity (annualized)                           25.0%       27.0%    -200bps
Normalized return on average
  total capital (annualized)                    15.5%       15.6%     -10bps


                                                    Nine Months Ended
                                            9/30/00    9/30/99    % Change


Reported Net Income                          $3,101     $2,395       29.5%
     Gain on E-Plus restructuring (a)           (68)         -         N/M
     Severance accrual (b)                       48          -         N/M
     Loss on asset impairment (c)                 -        187         N/M
     Recognition of foreign
      investment tax credits (d)                  -        (95)        N/M
     Gain on Sale of Honolulu Cellular            -        (23)        N/M
     Foreign currency loss (e)                    -        355         N/M
Normalized Net Income                        $3,081     $2,819        9.3%


Reported Diluted Earnings Per Share           $1.64      $1.25       31.2%
     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
     Recognition of foreign
      investment tax credits (d)                  -      (0.05)        N/M
     Gain on Sale of Honolulu Cellular            -      (0.01)        N/M
     Foreign currency loss (e)                    -       0.18         N/M
Normalized Diluted Earnings Per Share         $1.63      $1.47       10.9%


Normalized return on average
  equity (annualized)                         25.7%      26.0%      -30bps
Normalized return on average
  total capital (annualized)                  15.8%      15.8%         N/M




(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 foreign tax credits generated in prior years.

(e)  Represents our share of foreign  currency  losses recorded during first and
     third  quarters 1999 as a result of the  devaluation  of the Brazilian Real
     during January 1999.

<PAGE>


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

                                               September 30,     December 31,
                                                    2000             1999

Assets
Current Assets:
      Cash and cash equivalents                     $1,456           $1,287
      Temporary cash investments                        36              105
      Accounts receivable--net of allowance
       for uncollectibles of $389 and $312           5,268            5,177
      Material and supplies                            511              451
      Other current assets                             968              367
           Total Current Assets                      8,239            7,387

Investments and Advances                             7,002            6,097
Property, Plant and Equipment, net                  25,887           24,631
Deferred Charges and Other Assets                    1,853            1,564
Intangible Assets, net                               6,578            3,774
Total Assets                                       $49,559          $43,453

Liabilities and Shareholders' Equity
Current Liabilities:
      Debt maturing within one year                 $8,887           $7,653
      Accounts payable                               2,021            1,961
      Other current liabilities                      4,473            3,781
           Total Current Liabilities                15,381           13,395

Long-Term Debt                                      11,036            9,113

Noncurrent Liabilities:
      Deferred income taxes                          3,424            2,705
      Unamortized investment tax credits                96              126
      Other noncurrent liabilities                   3,123            3,299
           Total Noncurrent Liabilities              6,643            6,130

Shareholders' Equity:
      Common stock, $1 par value                     2,020            2,020
      Paid-in capital                                6,775            6,771
      Retained earnings                             13,421           11,456
      Accumulated other comprehensive income           (58)            (358)
      Shares held in trust and treasury             (5,452)          (4,798)
      Guarantee of ESOP debt                          (207)            (276)
           Total Shareholders' Equity               16,499           14,815
Total Liabilities and Shareholders' Equity         $49,559          $43,453


<PAGE>


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

Wireline Communications

                                       Quarter Ended
                                    9/30/00     9/30/99    % Change

Operating Revenues
  Local service                    $2,857      $2,747        4.0%
  Network access                    1,198       1,200       (0.2%)
  Long distance                       133         158      (15.8%)
  Other wireline                      457         376       21.5%
   Total Operating Revenues         4,645       4,481        3.7%
Operating Expenses
  Operational and support expenses  2,157       2,175       (0.8%)
  Depreciation and amortization       924         868        6.5%
   Total Operating Expenses         3,081       3,043        1.2%
Operating Income                    1,564       1,438        8.8%
Interest Expense                      180         142       26.8%
Other Income, net                       5          17         N/M
Income Before Income Taxes          1,389       1,313        5.8%
Provision for Income Taxes            519         496        4.6%
    Segment Net Income(1)            $870        $817        6.5%

                                        Nine Months Ended
                                 9/30/00     9/30/99    % Change

Operating Revenues
  Local service                    $8,540      $8,113        5.3%
  Network access                    3,706       3,578        3.6%
  Long distance                       399         461      (13.4%)
  Other wireline                    1,257       1,078       16.6%
   Total Operating Revenues        13,902      13,230        5.1%
Operating Expenses
  Operational and support expenses  6,488       6,438        0.8%
  Depreciation and amortization     2,709       2,551        6.2%
   Total Operating Expenses         9,197       8,989        2.3%
Operating Income                    4,705       4,241       10.9%
Interest Expense                      518         410       26.3%
Other Income, net                      15          18      (16.7%)
Income Before Income Taxes          4,202       3,849        9.2%
Provision for Income Taxes          1,561       1,450        7.7%
    Segment Net Income(1)          $2,641      $2,399       10.1%




Selected Financial and Operating Data

                                       Quarter Ended
                                9/30/00     9/30/99    % Change
(amounts in millions)
EBITDA                             $2,488      $2,306        7.9%
EBITDA margin                       53.6%       51.5%     +210bps
Calling feature revenues             $550        $491       12.0%
Access minutes of use              28,551      27,858        2.5%
Long distance messages                125         160      (21.9%)
Capital expenditures               $1,281      $1,213        5.6%

                                        Nine Months Ended
                                9/30/00     9/30/99    % Change
(amounts in millions)
EBITDA                           $7,414      $6,792        9.2%
EBITDA margin                     53.3%       51.3%     +200bps
Calling feature revenues         $1,597      $1,412       13.1%
Access minutes of use            86,065      82,310        4.6%
Long distance messages              390         505      (22.8%)
Capital expenditures             $3,706      $3,468        6.9%



                                                         As of
                                              9/30/00     9/30/99    % Change

Debt ratio                                        54.0%       49.2%     +480bps
Equivalent access lines in service (thousands):
      Switched access lines                      24,648      24,440        0.9%
      Access line equivalents                    26,679      16,539       61.3%
Total equivalent access lines in service         51,327      40,979       25.3%
Telephone employees                              65,951      64,987        1.5%


<PAGE>


BellSouth Corporation
Supplemental Operating Data  (in thousands)

Wireline Communications - Network Access Lines In Service(a)

                                             As of
                                    9/30/00       9/30/99      % Change


Switched access lines
  Residence                          17,228        16,889          2.0%
  Business                            7,165         7,282         (1.6%)
  Other                                 255           269         (5.2%)
   Total switched
    access lines in service          24,648        24,440          0.9%
Access line equivalents(b)
   Selected digital data services:
     Basic rate ISDN                    232           214          8.4%
     Primary rate ISDN                1,122           785         42.9%
     DS0                              1,422           588        141.8%
     DS1                              5,298         4,180         26.7%
     DS3 & higher                    18,605        10,772         72.7%
       Total digital data
        lines in service             26,679        16,539         61.3%

Total equivalent access
  lines in service                   51,327        40,979         25.3%

(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                Nine Months Ended
                     9/30/00  9/30/99  % Change    9/30/00  9/30/99 % Change

Operating revenues       $948     $820    15.6%     $2,728   $2,367    15.3%

Segment net income(1)    $118      $55   114.5%       $305     $186    64.0%

Total assets           $6,875   $5,761    19.3%


Proportionate Basis(3) - Selected Financial and Operating Data

                                                  Quarter Ended
                                            9/30/00  9/30/99  % Change
(amounts in millions, except
   customer data in thousands)
Wireless revenues, net(4)                       $890     $755    17.9%
Net income(5)                                   $118      $55   114.5%
Operating cash flow(7)                          $364     $296    23.0%
Operating cash flow margin(8)                  40.9%    39.2%  +170bps
Customer net adds in period
  (excluding ownership changes)                  239      106   125.5%
Average monthly revenue per customer(9)          $53      $51     3.9%

                                                 Nine Months Ended
                                            9/30/00  9/30/99 % Change
(amounts in millions, except
   customer data in thousands)
Wireless revenues, net(4)                    $2,559   $2,217    15.4%
Net income(5)                                  $305     $187    63.1%
Operating cash flow(7)                       $1,032     $861    19.9%
Operating cash flow margin(8)                 40.3%    38.8%  +150bps
Customer net adds in period
  (excluding ownership changes)                 809      459    76.3%
Average monthly revenue per customer(9)         $53      $51     3.9%



                                                      As of
                                            9/30/00  9/30/99  % Change

Customers                                      6,151    5,135    19.8%
POPs                                          59,427   58,402     1.8%
Penetration rate(10)                           10.6%     9.0%  +160bps
Property, plant and equipment, gross          $4,924   $4,439    10.9%



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 data to reflect
these changes and provide more meaningful  comparative  information for existing
operations.

                              Quarter Ended               Nine Months Ended
                         9/30/00  9/30/99 % Change    9/30/00  9/30/99 % Change
(amounts in millions)
Wireless revenues, net(4)   $890     $745    19.5%     $2,559   $2,179    17.4%


<PAGE>


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

International Operations(2)

                                               Quarter Ended
                                         9/30/00  9/30/99  % Change

Operating revenues                           $720     $576    25.0%

Segment net income (loss)(1)                 ($68)      $9      N/M

Total assets                               $7,487   $4,734    58.2%


                                            Nine Months Ended
                                          9/30/00  9/30/99 % Change

Operating revenues                         $2,063   $1,702    21.2%

Segment net income (loss)(1)                 ($72)     $39      N/M




Proportionate Basis(3) - Selected Financial and Operating Data

                                               Quarter Ended
                                         9/30/00  9/30/99  % Change
(amounts in millions, except
customer data in thousands)

Wireless revenues, net(4)                    $875     $749    16.8%
Net income  (5)                              ($49)     $24      N/M
Operating cash flow(7)                       $240     $205    17.1%
Operating cash flow margin(8)               27.4%    27.4%      N/M
Customer net adds in period
(excluding ownership changes)                 634      684    (7.3%)
Average monthly revenue per customer(9)       $32      $46   (30.4%)


                                            Nine Months Ended
                                         9/30/00  9/30/99 % Change
(amounts in millions, except
customer data in thousands)

Wireless revenues, net(4)                 $2,553   $2,163    18.0%
Net income  (5)                             ($33)     $70      N/M
Operating cash flow(7)                      $681     $593    14.8%
Operating cash flow margin(8)              26.7%    27.4%   -70bps
Customer net adds in period
(excluding ownership changes)              2,243    1,682    33.4%
Average monthly revenue per customer(9)      $34      $51   (33.3%)



                                                  As of
                                         9/30/00  9/30/99  % Change
Wireless:
     Customers                              8,743    5,163    69.3%
     POPs                                 181,085  135,131    34.0%
Penetration rate(10)                         5.0%     4.8%   +20bps
Property, plant and equipment, gross       $4,249   $3,374    25.9%


<PAGE>


BellSouth Corporation
Supplemental Operating Data - International Customers and POPs by Country
(Proportionate Basis(3) in thousands)
                                                 Customers As of
      Country           Brand                9/30/00  9/30/99  % Change

Argentina           Movicom BellSouth           962      702    37.0%
                    Movicom BellSouth
                    (Interior)                   43        -      N/M
Brazil              BCP (Sao Paulo)             684      510    34.1%
                    BCP (Northeast)             354      146   142.5%
                    TCO (6)                     212        -      N/M
Chile               BellSouth (Santiago)        502      306    64.1%
                    BellSouth (Interior)        100        4      N/M
Colombia            Celumovil BellSouth         490        -      N/M
Ecuador             BellSouth                   186      149    24.8%
Nicaragua           BellSouth                    67       28   139.3%
Panama              BellSouth                    81       42    92.9%
Peru                BellSouth (Lima)            316      214    47.7%
                    BellSouth (Interior)         41        -      N/M
Uruguay             Movicom BellSouth            60       48    25.0%
Venezuela           Telcel BellSouth          2,443    1,513    61.5%
Guatemala           BellSouth                     -        -        -

     Subtotal Latin America                   6,541    3,662    78.6%

Denmark                Sonofon                  357      389    (8.2%)
Germany                e-plus                 1,231      661    86.2%
India                  SkyCell                    8        5    60.0%
Israel                 Cellcom                  606      446    35.9%

     Subtotal Europe
        and Asia/Pacific                      2,202    1,501    46.7%

Total International                           8,743    5,163    69.3%


                                                    POPs As of
      Country           Brand                9/30/00    9/30/99    % Change

Argentina           Movicom BellSouth          8,710      8,775      (0.7%)
                    Movicom BellSouth
                    (Interior)                14,560     14,690      (0.9%)
Brazil              BCP (Sao Paulo)            8,049      8,049          -
                    BCP (Northeast)           12,451     12,451          -
                    TCO (6)                    4,733          -        N/M
Chile               BellSouth (Santiago)       7,500      7,400       1.4%
                    BellSouth (Interior)       7,600      7,400       2.7%
Colombia            Celumovil BellSouth       27,451          -        N/M
Ecuador             BellSouth                 11,086     10,996       0.8%
Nicaragua           BellSouth                  2,581      2,581          -
Panama              BellSouth                  1,223      1,135       7.8%
Peru                BellSouth (Lima)           7,069      5,283      33.8%
                    BellSouth (Interior)      17,334     12,830      35.1%
Uruguay             Movicom BellSouth            966        966          -
Venezuela           Telcel BellSouth          18,132     18,132          -
Guatemala           BellSouth                  7,140          -        N/M

     Subtotal Latin America                  156,585    110,688      41.5%

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                          181,085    135,131      34.0%
<PAGE>


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

Advertising and Publishing

                           Quarter Ended                Nine Months Ended
                       9/30/00  9/30/99   % Change   9/30/00 9/30/99   % Change

Operating revenues        $593     $542      9.4%    $1,439   $1,298     10.9%
Segment net income(1)     $181     $160     13.1%      $396    $342      15.8%
Total assets            $1,656   $1,438     15.2%


Selected Financial and Operating Data

                         Quarter Ended                  Nine Months Ended
                 9/30/00    9/30/99   % Change    9/30/00   9/30/99   % Change

EBITDA                $307       $269     14.1%      $670      $584      14.7%
EBITDA margin        51.8%      49.6%   +220bps     46.6%     45.0%    +160bps








Other

                              Quarter Ended              Nine Months Ended
                      9/30/00  9/30/99   % Change  9/30/00   9/30/99   % Change

Operating revenues      $222     $179     24.0%      $627      $464      35.1%
Segment net loss(1)     ($45)    ($39)   (15.4%)    ($144)    ($155)      7.1%
Total assets          $1,495   $1,231     21.4%


<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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