BellSouth Corporation

At February 1, 2002, 1,878,256,705 shares of Common Stock and Preferred Stock Purchase Rights were outstanding.

At February 1, 2002, the aggregate market value of the voting stock held by nonaffiliates was $75,130,268,200.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Portions of the registrant’s definitive proxy statement dated March 12, 2002, issued in connection with the 2002 annual meeting of shareholders (Part III).


(a)	We have filed applications with the Securities and Exchange Commission to delist our common stock from the Boston and Pacific stock exchanges.


(b)	Subsequently merged with and into BellSouth Corporation.


(c)	Subsequently merged with and into BellSouth Telecommunications, Inc.


*	Included in BellSouth Corporation’s definitive proxy statement dated March 12, 2002 and incorporated herein by reference.

In addition to historical information, this document contains forward-looking statements regarding events, financial trends and critical accounting policies that may affect our future operating results, financial position and cash flows. These statements are based on our assumptions and estimates and are subject to risks and uncertainties. For these statements, we claim the protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.

There are possible developments that could cause our actual results to differ materially from those forecast or implied in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this filing. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

While the below list of cautionary statements is not exhaustive, some factors that could affect future operating results, financial position and cash flows and could cause actual results to differ materially from those expressed in the forward-looking statements are:


	•	a change in economic conditions in domestic or international markets where we operate or have material investments which would affect demand for our services;

	•	changes in U.S. or foreign laws or regulations, or in their interpretations, which could result in the loss, or reduction in value, of our licenses, concessions or markets, or in an increase in competition, compliance costs or capital expenditures;

	•	a decrease in the growth rate of demand for the services which we offer;

	•	the intensity of competitive activity and its resulting impact on pricing strategies and new product offerings;

	•	protracted delay in our entry into the interLATA long distance market;

	•	significant deterioration in foreign currencies relative to the U.S. Dollar in foreign countries in which we operate;

	•	the potential unwillingness or inability of our partners to fund their obligations to our international joint ventures due to deteriorating economic conditions or other factors;

	•	the potential unwillingness of banks or other lenders to lend to our international joint ventures due to deteriorating economic conditions and tightening credit standards;

	•	higher than anticipated start-up costs or significant up-front investments associated with new business initiatives;

	•	the outcome of pending litigation;

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

	•	the impact of terrorist attacks on our business; and

	•	the impact and the success of the wireless joint venture with SBC Communications, known as Cingular Wireless, including marketing and product development efforts, technological changes and financial capacity.

In this document, BellSouth Corporation and its subsidiaries are referred to as “we” or “BellSouth”.

We are a Fortune 100 communications services company providing voice and data services to more than 46 million customers in the United States and 15 other countries. We provide an array of voice, broadband data and e-commerce solutions to business customers, including Web hosting and other Internet services. In the residential market, we offer DSL high-speed Internet access, advanced voice features and other services. We also provide online and directory advertising services, including BellSouth® Real Pages^SM.com. We own approximately 40 percent of Cingular Wireless (Cingular), the nation’s second largest wireless company, which provides wireless data and voice services. With one of the largest shareholder bases in America, we have assets of $52 billion and employ approximately 88,000 individuals. Our principal executive offices are located at 1155 Peachtree Street, N.E., Atlanta, Georgia 30309-3610 (telephone number 404-249-2000). We are incorporated under the laws of the State of Georgia.

We were incorporated and became a publicly traded company in December 1983 as a result of the breakup of the Bell System. The breakup also created several other local exchange companies, which are referred to as Baby Bells in this document. From 1983 through 1996, the services that we and the other Baby Bells could offer were governed by the settlement terms of the antitrust suit which led to the breakup of the Bell System. Under the terms of that settlement, we could provide local exchange, network access, information access and long distance telecommunications services within assigned geographical territories, termed Local Access and Transport Areas (LATAs). Although prohibited from providing wireline service between LATAs, we were allowed to provide network access services that linked our customers’ telephone or other equipment in one of our LATAs to the transmission facilities of other, nonaffiliated carriers, which provided telecommunications services between LATAs.

The Telecommunications Act of 1996 superseded the governing terms of the 1983 settlement and provided for the development of competition in local telecommunications markets and the conditions under which the Baby Bells can provide interLATA wireline telecommunications and other services. Our ability to enter the businesses previously proscribed to us by the terms of the 1983 settlement, including the provision of interLATA long distance services, is subject to compliance with the Telecommunications Act of 1996 and the regulations of the Federal Communications Commission (FCC).

We are subject to increasing competition in all areas of our business. Regulatory, legislative and judicial actions and technological developments have expanded the types of available services and products and the number of companies that may offer them. Increasingly, this competition is from large companies and joint ventures that have substantial capital, technological and marketing resources and are subject to fewer regulatory constraints.

See note K to our consolidated financial statements for financial data on each of our segments.

Through our BellSouth Telecommunications, Inc. (BST) subsidiary, we are the predominant telephone service provider in the southeastern U.S. serving substantial portions of the population within Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. BST provides wireline communications services, including local exchange, network access and intraLATA long distance services. Other subsidiaries in the communications group provide various services including wholesale long distance, sale of data communications equipment, marketing for switched and broadband-based Internet services and electronic commerce. Communications group operations generated 79% of our total operating revenues for 2001 and 70% for 2000 and 1999.

While we provide telephone service to the majority of the metropolitan areas in our region, there are many localities and sizable geographic areas within the region that are served by nonaffiliated telecommunications carriers. In addition, there is increasing competition for business customers and residential customers within our

We have organized our marketing efforts to parallel our major customer bases: consumer, small business, large business, interconnection services and long distance.


	Consumer. This unit serves the largest segment of the market within our region, the residential customer. While traditional telephone service remains the core of this market, customer demands are rapidly broadening to include an expanded range of standard services, from convenience features such as caller ID, call forwarding and voice mail, to secondary lines, dial-up access to the Internet, high-speed digital subscriber lines and video services.

	Small Business. This unit focuses on providing, in addition to traditional voice services, advanced voice, data, Internet and networking solutions to small and medium-sized businesses. It offers a full selection of standard and customized communications services to this market.

	Large Business. This unit provides a wide range of standard and highly specialized services and products to large and complex business customers. In addition to traditional voice services, product and service offerings to these customers include Internet access, private networks, high-speed data transmission, conferencing and industry-specific communications arrangements.

	Interconnection Services. This unit provides interconnection to our network and other related wholesale services to telecommunications carriers for use in providing services to their customers. Other services provided to these carriers include voice and data, as well as advanced products and transport services. The unit provides services to both affiliated and nonaffiliated customers in six different carrier markets:


	•	wireless service providers,

	•	competitive local exchange carriers,

	•	competitive switched and special access providers,

	•	long distance carriers,

	•	information service providers and

	•	public payphone service providers.

Long Distance. This unit was created to manage BellSouth’s entry into the interLATA long distance business, which will commence after we receive approval from the FCC. The unit currently provides wholesale long distance primarily to wireless communications providers and smaller wireline telecommunications providers. The unit also offers prepaid calling card services through agreements with unaffiliated long distance providers.

Our business strategy is to solidify BellSouth as the leading choice of customers in the southeast for an expanding array of voice, data and Internet services and to meet our customers’ national needs through teaming or wholesale service arrangements with other companies.


	•	become the leading provider of local broadband/IP services in the southeast by transitioning our traditional voice technology to new broadband/IP platforms that support both voice and new data services and applications;

	•	optimize our portfolio of products and services by utilizing marketing approaches targeted to our different customer segments, superior service and marketing strength to grow our market share by offering packages of voice, data and multimedia applications through improved distribution channels and systems;

	•	reduce our existing cost structure by managing the utilization of existing assets and redirecting spending to focus new investment on high-growth, higher margin broadband products; and

	•	continue to be the preferred telecommunications provider for wholesale customers of our network.

Local service operations provide lines from our exchange offices to customers’ premises for the origination and termination of telecommunications, including the following:


	•	basic dial-tone local telephone service provided through the regular switched network;

	•	dedicated private line facilities for voice and special services, such as transport of data and video;

	•	switching services for customers’ internal communications through our facilities;

	•	high-speed Internet access through Digital Subscriber Lines (DSL);


	•	services for data communications, which include managing and configuring special service networks; and

	•	dedicated low- or high-capacity public or private digital networks.

In addition, we offer various standard convenience features, such as caller ID, call waiting, call return and 3-way calling on a monthly subscription or per-use basis. Additional local service revenues are derived from charges for inside wire maintenance contracts, voice messaging services, directory assistance and public payphone services.

We offer the vast majority of our local services on a wholesale basis to other competitive local carriers for resale to their customers. We offer these products in the form of both resold lines and unbundled network elements (UNEs) which our competitors combine for their customers. Local service revenues also include charges for the collocation of competitors’ equipment in our facilities.

We provide network access and interconnection services by connecting the equipment and facilities of our customers with the communications networks of long distance carriers, competitive local exchange carriers, competitive switched and special access providers, and wireless providers, including Cingular. These connections are provided by linking these carriers and subscribers to our public switched network through dedicated services and facilities. As a result of access reform, the revenues which we derive from these services have diminished over the past several years. See “Regulatory Environment—Federal Regulatory Matters— Access Charge Reform” for a discussion of this matter.

We provide limited long distance services within, but not between, areas within our local service territory that were defined at the time the Bell System was broken up in 1983. These services include:


	•	service beyond the local calling area;

	•	Wide Area Telecommunications Service (WATS or 800 services) for customers with highly concentrated demand; and

	•	special services, such as transport of data and video.

Revenues from the above services have decreased as competition for customers has intensified and as more customers have subscribed to our wider local area calling plans. We expect that long distance revenues will continue to decline until we receive permission from the FCC to provide interLATA long distance services. Such approval will allow us to compete more effectively with bundled service offerings.

The Telecommunications Act of 1996 restricts Baby Bell companies from providing interLATA long distance wireline communications in their original service areas or regions, and establishes procedures for the removal of restrictions. We and other companies subject to these restrictions—Verizon Communications, Inc., SBC Communications, Inc., and Qwest Communications International Inc.—may apply to the FCC on a state-by-state basis to offer interLATA long distance wireline service in our respective regions. The FCC must act on each application within 90 days. The FCC must grant the application if it determines, among other things, that the applicant has:


	•	Met a competitive checklist establishing that it has opened its network to competitive carriers; and

	•	Shown:


	•	the presence of a facilities-based competitor offering both residential and business local services; or

	•	if there is no such competitor, a statement that has been approved or permitted to take effect by state regulatory authorities of the terms under which the company would be willing to interconnect with a competitive local exchange carrier; and

	•	its application is consistent with the public interest.

The FCC is required to consult with state regulatory authorities and the U.S. Department of Justice when reviewing an application.

Between December 1999 and February 2002, the FCC has approved Verizon Communications’ applications to provide interLATA long distance services in Connecticut, Massachusetts, New York, Pennsylvania and Rhode Island and approved SBC Communications’ applications to provide interLATA long distance services in Arkansas, Kansas, Missouri, Oklahoma and Texas.

Although not required, we typically present the substance of our FCC applications to state public service commissions prior to filing with the FCC. To date, each of the commissions in our nine states has established a docket to consider our application. The commissions in each of Georgia, Louisiana, Mississippi and South Carolina have recommended approval of our applica-

In October 2001, we filed applications with the FCC to provide long distance services in Georgia and Louisiana. We withdrew these applications in December 2001 in order to incorporate updated information into the filings. We filed the revised applications with the FCC in February 2002. We plan to begin offering interLATA long distance wireline service in each of our southeastern states as soon as the FCC approves our application for each state.

Because of the scrutiny of applications by the state commissions, the FCC and the Justice Department, the time required to obtain judicial review of adverse decisions and the possible challenges by other carriers of any approved applications, it is uncertain when we will be authorized to commence interLATA long distance service over our wireline network.

Effective January 16, 2002, we entered into a non-exclusive wholesale services agreement with Qwest Communications International Inc. Under the agreement, we are obligated to purchase $350 million of Qwest products and services for resale to our business customers. The take-or-pay agreement has a four year term and replaces a prior agreement, entered into in January 2001, pursuant to which BellSouth was obligated to purchase over a five year period $250 million of products and services in exchange for Qwest stock at contractually fixed prices. Under the prior agreement, BellSouth delivered approximately 1.7 million Qwest shares to Qwest in exchange for services. The prior agreement was terminated. As part of the new arrangement, BellSouth has received a credit of $71 million toward future purchases under the wholesale services agreement.

Currently, BellSouth and Qwest coordinate the marketing of certain services to targeted business customers, with Qwest providing data networking, Internet and long distance voice services and BellSouth providing local networking services. After BellSouth receives regulatory relief to provide long distance services, BellSouth expects to be a retail provider of high-speed data networking and voice communications services for business customers that will include products and services under the wholesale services agreement.

A key component in our growth in local service and network access revenues is the provision of digital and data services to all of our customer groups. These services and products are provided primarily over non-switched access lines that typically have significantly greater capacity per line than a traditional switched access line. These lines are well suited for high-capacity applications that previously could not be provided over traditional switched access lines. Uses of these lines include bulk data transmission, video conferencing, automated teller machines, or ATMs, check/credit card authentication, multimedia and interconnection with wireless networks.

During 2001, data telecommunications represented a significant portion of the traffic on our wireline network, and we believe that the amount of our business derived from data will continue to increase. To capitalize on the transition from voice to data, we will need to continue to expand our capabilities in the data communications market. We have continuously updated our network with new advances in digital technology. For over a decade, fiber optics has been our choice of technology as we have upgraded our core network to meet the demand for data, and over 90% of our customers are within 12,000 feet of fiber optic cables. Our deployment of broadband services and upgraded systems enables us to provide high-speed Internet access and entertainment services. These services also utilize new technologies that provide for the simultaneous, high-speed transport of voice, data, still images and video.

We offer dial-up and dedicated Internet and intranet connections to consumers and businesses. This service is deployed on local Internet protocol networks across the southeastern U.S., whereby customers have access to a variety of public-switched and dedicated networking capabilities to meet their data communications, electronic commerce, web design and hosting and customer network management needs. We provided Internet access services to approximately 1.2 million customers at December 31, 2001.

Over the last several years, the demand for high-speed access to the Internet has increased substantially. Although fiber optics in our core network is well suited to provide high-speed access, the traditional switched access lines which connect many businesses and most residences to our network are not capable, in their original state, of delivering high speed access. In response, we have deployed digital subscriber line (DSL) products which enhance the existing switched lines and provide Internet access speeds up to 1.5 Megabits per second, which is nearly 30 times faster than today’s 56K dial-up modems. We offer these DSL products to other carriers and to Internet service providers who use these products to provide Internet services to their customers. We also offer Internet access services using these DSL products directly to our customers in 63 markets under the name BellSouth FastAccess® DSL service. We offer our FastAccess

We have approximately 70% of the households in our market qualified to receive DSL and ended 2001 with 620,500 customers served over our DSL facilities. We plan to increase our coverage to approximately 76% of the households in our market and the total customers served over our DSL facilities to 1.1 million by the end of 2002.

Data communications provided over wireline facilities are generally subject to the same laws and regulations as fixed line voice communications. As a result, under current FCC interpretations, we are generally prohibited from providing interLATA long distance data transmission services. While our commercial relationships with various companies provide our customers with alternative access to interLATA long distance services, we believe that our entry into the long distance business remains critical to our successfully competing in the data services business.

Other communications group revenues are comprised primarily of charges for billing and collection services for long distance carriers, enhanced white pages listings, customer premises equipment sales and maintenance services. Beginning in 2000, other communications group revenues also includes amounts received from the universal service fund for support of high-cost areas.

We currently offer local payphone services through a separate subsidiary of BST, and we include the revenues from this business in other communications group revenues. We plan to sell or take out of service all of our 114,000 public payphones by the end of 2003. Our exit plan contemplates a gradual phase-out of the business. Accordingly, we do not expect any material financial impact on results of operations with respect to exiting this business.

The FCC regulates rates and other aspects of carriers’ provision of interstate telecommunications services while state regulatory commissions have jurisdiction over carriers’ provision of intrastate telecommunications services. The FCC has considerable authority to establish policies for pricing and terms of local interconnection that had once been considered the exclusive jurisdiction of the state regulatory authorities. We expect the FCC to continue policies that promote local service competition.

The FCC regulates interstate prices using a price regulation plan, which is known as a “price cap” plan. The FCC’s price cap plan limits aggregate price changes to the rate of inflation, minus a productivity offset, plus or minus other cost changes recognized by the FCC. The productivity factor can vary among services. Interstate prices have been decreasing over the last few years as a result of low inflation in the U.S. economy.

Federal policies implemented by the FCC have strongly favored access reform, whereby the historical subsidy for local service that is contained in network access charges paid by long distance carriers is moved to end-user charges or universal service funds, or both.

In May 2000, the FCC released an order, referred to as the CALLS order, designed to result in lower consumer prices for long distance service by reforming the way in which access costs are recovered. The order applies to all local exchange carriers operating under price caps, and as such covers BellSouth. The order reduces the productivity factor to 0.0% for products that meet price targets as specified in the order. Although the order reduces the access charges paid to BellSouth by other carriers, we are able to increase subscriber line charges paid by residential and single-line business customers each year through 2003. Any increases that we request after July 2001 are subject to a cost review. In December 2001, the FCC began a cost review associated with a $1.00 increase in our residential and single-line business subscriber line charge that is scheduled to take effect July 1, 2002. If the increase in residential and single-line business subscriber line charges is permitted to take effect, there will be a corresponding decrease in the charges paid by carriers.

On April 27, 2001, the FCC released a Notice of Proposed Rulemaking that commences a broad inquiry that will begin a fundamental examination of all forms of intercarrier compensation—payments among telecommunications carriers resulting from their interconnecting networks. In general, there are two broad classes of intercarrier compensation: (1) reciprocal compensation that applies to local calls; and (2) access charges that apply to long distance calls. The objective of the Notice of Proposed Rulemaking is to examine the existing rules pertaining to intercarrier compensation and explore alternative forms of intercarrier compensation. This proceeding could lead to permanent changes in the compensation that BellSouth currently receives from other carriers and its end user customers. One alternative under consideration is “bill and keep,” a policy that requires carriers to exchange traffic freely with each

Also on April 27, 2001, the FCC released an Order on Remand and Report and Order addressing the issue of compensation for Internet service provider traffic. In its Order, the FCC acknowledged that dial-up calls to Internet service providers are not local calls, but instead are “information access” traffic exempt from the reciprocal compensation provisions of the Telecommunications Act of 1996. The FCC has implemented a three-year interim period during which local carriers will pay intercarrier compensation for such calls in decreasing increments. After the three-year interim period, the new rules on intercarrier compensation to be adopted in connection with the Notice of Proposed Rulemaking referred to above are expected to be in effect. If no rules have been adopted by that time, the intercarrier compensation in effect at the end of the third year would remain in effect. An appeal of the FCC Order is pending. If the Order is not affirmed on appeal, the rates we pay for Internet service provider traffic and other traffic subject to the FCC rates could change. Although we cannot currently estimate the possible change, we believe it could have an adverse effect on our expenses.

There are other aspects of access charges and universal service fund contribution requirements that continue to be considered by the state and federal regulatory commissions that could result in greater expense levels or reduced revenues.

Historically, network access charges paid by other carriers were set at levels that subsidized the cost of providing local residential service. The Telecommunications Act of 1996 requires that the FCC identify and remove the historical implicit local service subsidy from network access rates, arrange for a universal service fund to ensure the continuation of service to high-cost, low-income service areas and develop the arrangements for payments into that fund by all carriers. The FCC’s universal service order established funding mechanisms for high-cost and low-income service areas. We began contributing to the new funds in 1998 and are recovering our contributions through increased interstate charges to retail end users.

The FCC’s universal service mechanism for non-rural carriers serving high-cost areas is designed to ensure that customers in those areas receive telephone service at affordable rates. BellSouth is receiving high-cost support for service to residents in Alabama, Kentucky and Mississippi.

The universal service order also established significant discounts to be provided to eligible schools and libraries for all telecommunications services, internal connections and Internet access. It also established support for rural health care providers so that they may pay rates comparable to those that urban health care providers pay for similar services. Industry-wide annual costs of the program, estimated at approximately $2.3 billion, are to be funded out of the universal service fund. Local and long distance carriers’ contributions to the education and health care funds are assessed by the fund administrator on the basis of the carriers’ interstate end-user revenues.

In connection with the requirements of the Telecommunications Act of 1996, the FCC has adopted rules governing interconnection and related matters. The FCC has jurisdiction to set pricing standards for certain interconnection services between incumbent carriers and other carriers to be implemented by the state commissions. The FCC has prescribed a forward-looking economic cost approach for pricing interconnection and the separate, unbundled network elements, such as the use of the customer access line, the central office switch and other pieces of the network that together constitute what a carrier needs to provide telecommunications service.

In July 2000, the U.S. Court of Appeals for the Eighth Circuit vacated the FCC methodology for pricing unbundled network elements and the methodology for determining wholesale rates for retail services. The order also affirmed the previous decision of the Eighth Circuit that vacated FCC rules that required incumbent carriers to combine previously uncombined elements for requesting carriers. The Eighth Circuit’s order has been stayed while on appeal to the U.S. Supreme Court. In October 2001, the U.S. Supreme Court heard several appeals from the order of the U.S. Court of Appeals.

Access to proprietary network elements can be required only when necessary or, in the case of a non-proprietary element, when the failure to provide access would impair the ability of the requesting carrier to provide services. In 1999, the FCC adopted a revised list of network elements that incumbent carriers must make available to competitors.

The FCC’s list, together with its regulations prohibiting incumbent carriers from separating currently combined elements, means that incumbent carriers are required to provide certain combinations of network elements that competitors may substitute for certain higher priced incumbent carriers’ services. This substitution could lead to further increases in competition for certain local exchange access services and materially reduce the incumbent carrier’s access charge revenues. The FCC determined that, for an interim period, it would not apply

these new rules to allow the substitution of certain network elements for special access services unless the telecommunications carrier provides a significant amount of local exchange services. This issue is continuing to be reviewed by the FCC. An adverse decision on this issue would have a material adverse impact on network access revenues.

The FCC’s list does not require incumbent carriers to make available to competitors some network elements used to provide advanced data services, except in very limited circumstances. This outcome reduces a disincentive to the incumbent carriers to invest in these rapidly expanding services.

The FCC has adopted an “all elements” rule, which allows competing carriers to provide local telephone service relying solely on the elements in an incumbent carrier’s network, and has refused to impose a requirement of facility ownership on carriers that seek to lease network elements. The FCC has also adopted a “pick and choose” rule which requires that incumbent carriers, for a reasonable time, make available to requesting competitive local exchange carriers contractual provisions, including related rates and terms, contained in any other agreements that have been previously approved by the state commission for that same state. Exceptions are allowed when the incumbent carrier can prove to the state commission that providing the particular item requested is either more costly than providing it to the original carrier or is technically infeasible. These rulings may make it easier for a competitive local exchange carrier to compete with us.

In December 2001, the FCC commenced its first triennial review of its policies concerning unbundled network elements. During the course of the proceeding, the FCC is expected to reconsider the circumstances under which incumbent local exchange carriers must make parts of their networks available to requesting carriers and to resolve any outstanding issues related to unbundled network elements. A decision increasing the unbundled network elements that we are required to make available, including allowing the substitution of unbundled network elements for special access services, to requesting carriers could have a material adverse effect on our revenues and results of operations.

During 1998, the FCC adopted an order that allows telecommunications carriers to recover over five years their carrier-specific costs of implementing long-term number portability, which allows customers to retain their local telephone numbers in the event they change local carriers. The order allows for such cost recovery in the form of a surcharge from customers to whom number portability is available.

During 1999, the FCC granted the wireless industry an extension regarding their local number portability obligations until November 2002. These requirements will enable customers to keep their number when switching between carriers without regard to whether the carrier is a wireline or wireless service provider. Wireless carriers must offer number portability to their customers beginning November 2002. The implementation of wireless number portability could impact our wireline operations.

We are subject to regulation of our local and limited long distance services by a state authority in each state where we provide intrastate telecommunications services. Such regulation covers prices, services, competition and other issues.

We currently operate under price regulation plans in all states in our wireline territory. Under these plans, the state regulatory commissions or state legislatures have established maximum prices that can be charged for certain telecommunications services. While such plans limit the amount of increases in prices for specified services, they enhance our ability to adjust prices and service options to respond more effectively to changing market conditions and competition. Price regulation also provides an opportunity to benefit more fully from productivity enhancements. The majority of these plans have limitations on raising prices for basic local exchange services during the early years with provisions for inflation-based price increases in later years.

While some plans are not subject to either review or renewal, other plans contain specified termination dates and/or review periods. During 2001, the Mississippi Public Service Commission completed its review of the Mississippi price regulation plan. In an order dated October 31, 2001, the Mississippi Commission approved the plan for an additional six year term with specified modifications, including new performance measures. We expect that the plan in North Carolina will be reviewed during 2002. Upon review or renewal, a regulatory commission could require substantial modifications to prices and other terms of these plans.

The new statute allows telephone companies in South Carolina to operate under price regulation without obtaining approval from the Commission. The election became effective during August 1999. The South Carolina Consumer Advocate petitioned the Commission seeking review of the level of our earnings during the 1996-1998 period when we operated under the subsequently invalidated price regulation plan. The Commission voted to dismiss the petition in November 1999 and issued orders confirming the vote in February and June of 2000. In July 2000, the Consumer Advocate appealed the Commission’s dismissal of the petition. If the Consumer Advocate prevails, the case could be remanded to the South Carolina PSC which could, after considering evidence, order refunds to customers in South Carolina. At this time, we are unable to determine the impact, if any, this may have on future earnings.

In 2000, the Florida Public Service Commission issued a proposed agency action stating that our change in 1999 from a late payment charge based on a percentage of the amounts overdue to a flat rate fee plus an interest charge violated the Florida price regulation statute and voted that approximately $65 million should be refunded. We protested the decision. On August 30, 2001, the Commission issued an order adopting its proposed action. We have appealed to the Florida Supreme Court and continue to collect the charges subject to refund. The total amount as of December 31, 2001 subject to potential refund was $83 million, including interest. No accrual has been recorded in the consolidated financial statements for this matter.

In January 2001, the Georgia Public Service Commission entered an order adopting new company performance measures, which will be used as one means to assess our wholesale service quality to competitive local exchange carriers. In addition, the Commission adopted a Self Enforcement Plan. The Self Enforcement Plan consists of three tiers. Under tier 1, we will be required to pay remedial sums to individual competitive local exchange carriers if we fail to meet certain performance criteria set by the Commission. Under tier 2, we will pay additional sums directly to the State Treasury for failing to meet certain performance metrics. Under tier 3, if we fail to meet certain performance criteria, then we will suspend additional marketing and sales of long distance services allowed by the Telecommunications Act of 1996. Our annual liability under the Plan is capped at 44% of net revenues in Georgia. The decision also adopts other remedial measures for the filing of late or incomplete performance reports, and a market penetration adjustment for new and advanced services, which increases the amount of the payments where low volumes of advanced or nascent services are involved. The Self Enforcement Plan went into effect on March 1, 2001. We have made payments under the Self Enforcement Plan and we may be required to make payments in the future. Under the terms of the Plan, the Commission considers potential revisions to the measures at regular intervals. The Commission is currently conducting such a review.

In May 2001, the Louisiana Public Service Commission issued an order adopting new company performance measures, in addition to clarification of existing measures, which will be used as one means to assess our wholesale service quality to competitive local exchange carriers. In addition, the Commission adopted a Self Enforcement Plan. The Self Enforcement Plan consists of three tiers. Under tier 1, we will be required to pay remedial sums to individual competitive local exchange carriers if we fail to meet certain performance criteria set by the Commission. Under tier 2, we will pay additional sums directly to the State Treasury for failing to meet certain performance metrics. Under tier 3, if we fail to meet certain performance criteria, then the Louisiana Public Service Commission may initiate a proceeding to determine whether to recommend to the FCC suspension of our marketing and sales of long distance services allowed by the Telecommunications Act of 1996. Our annual liability under the Louisiana Plan is procedurally capped at $59 million. The order also adopts other remedial measures for the filing of late or incomplete performance reports, and a market penetration adjustment for new and advanced services, which increases the amount of the payments where low volumes of advanced or nascent services are involved. We have made payments under the Self Enforcement Plan and we may be required to make payments in the future. Under the terms of the Plan, the Commission considers potential revisions to the measures at regular intervals.

The Telecommunications Act of 1996 requires the elimination of state and local legislative and regulatory barriers to competition for interstate and intrastate telecommunications services, subject only to competitively neutral requirements to preserve and advance universal service, protect the public safety and welfare, maintain the quality of telecommunications services and safeguard the rights of customers. The Telecommunications Act of 1996 also includes requirements that incumbent local exchange carriers, such as BST, negotiate rates, terms and conditions with other carriers regarding interconnection, the provision of access to unbundled network elements, the payment of compensation for local calls terminating on the network of a

carrier other than the originating carrier, the resale of telecommunications services and the provision of physical collocation of equipment in the incumbent carriers’ facilities. If a negotiated agreement cannot be reached, either party may seek arbitration with the state regulatory authority or the FCC if the state fails to act. If rates are disputed, the arbitrator must set rates based on cost, which may include a reasonable profit. Incumbent carriers are also required to negotiate wholesale rates for the purpose of making telecommunications services available for resale by competing carriers. If an agreement cannot be reached, the arbitrator must set the wholesale rates at the incumbent carriers’ retail rates, less costs that are avoided. We are continually negotiating and executing interconnection and resale agreements with other carriers. Many of the negotiations result in arbitration before the state public service commissions.

The state public service commissions with jurisdiction over our services have granted numerous applications to competitive local exchange carriers for authority to offer local telephone service. As a result, substantial competition has developed for customers. Competitors, including major carriers, resell our local services, use separate network elements or provide services over their own facilities. At December 31, 2001, we had provisioned approximately 1.7 million equivalent access lines to competing carriers, an increase of 32.8 percent since December 31, 2000.

An increasing number of voice and data communications networks utilizing fiber optic lines have been and are being constructed by communications providers in all major metropolitan areas throughout our wireline service territory. These networks offer high-volume users a competitive alternative to our public and private line offerings. Furthermore, wireless voice and paging services, and Internet services (including all of such services being provided by our companies) increasingly compete with wireline communications services. These wireless services are provided by a number of well-capitalized entities in most of our markets. Technological developments have made it feasible for cable television networks to carry data and voice communications, and, as such, we face increased competition within our region from cable television ventures.

Federal and state policies strongly favor further changes to the networks and business operations of incumbent carriers to encourage telecommunications services competition. The FCC has considerable authority to establish policies for pricing and terms of local interconnection that had once been considered the exclusive jurisdiction of the state regulatory authorities. We expect the FCC to continue to pursue policies that promote local service competition. We are losing market share with respect to residential customers and business customers, particularly higher margin small business customers. We expect competition for local service revenues to continue to adversely affect our results of operations. These adverse effects could be partially mitigated by our being authorized to offer in-region interLATA long distance wireline service as contemplated in the Telecommunications Act of 1996. It is uncertain when we will be authorized to offer in-region interLATA long distance wireline service.

FCC rules require us to offer expanded interconnection for interstate special and switched network access transport. As a result, we must permit competitive carriers to terminate their transmission lines on our facilities in our central office buildings and other locations through collocation arrangements. The effects of the rules are to increase competition for network access transport. Furthermore, long distance carriers are increasingly connecting their lines directly to their customers’ facilities, bypassing our networks and thereby avoiding network access charges entirely. In addition, commercial applications using Internet Protocol technology are being developed. This medium could attract substantial traffic because of its lower cost structure due to the fact that FCC rules do not currently impose access charges on most communications carried over this technology.

A number of companies compete with us in our nine-state region for the limited long distance business that we are permitted to conduct. These companies compete by reselling long distance services obtained at bulk rates from us or providing long distance services over their own facilities.

The Telecommunications Act of 1996 permits all incumbent local exchange carriers, such as Verizon, Qwest, SBC Communications and BellSouth, to offer full long distance service outside of the states containing their local wireline service territories. Many of these carriers have announced plans to compete for all long distance service in our territory. In addition, AT&T, WorldCom, Sprint and other carriers currently provide long distance service to our local service customers.

Our local exchange business is typically provided under certificates of public convenience and necessity granted pursuant to state statutes and public interest findings of the various public utility commissions of the states in which we do business. These certificates provide for franchises of indefinite duration, subject to the mainte-

Our domestic wireless business consists of our proportionate share of Cingular Wireless. Cingular is a joint venture that was formed by the combination of most of the former domestic wireless operations of BellSouth and SBC Communications. BellSouth has an approximate 40 percent economic interest in Cingular, and SBC has an approximate 60 percent economic interest. These former domestic wireless operations represented 11% of revenues in 2000 and 13% of revenues in 1999. Cingular is managed independently from both parents, currently with a four-seat Board of Directors comprised of two directors from each parent. BellSouth and SBC share control of Cingular.

Cingular is the second-largest provider of advanced mobile wireless voice and data communications services in the United States, with almost 21.6 million U.S. wireless subscribers in over 220 metropolitan markets.


	•	Voice—Cingular offers wireless voice and data communications services across an extensive U.S. footprint, providing cellular and PCS services in 42 of the 50 largest U.S. metropolitan areas, and having access to licenses to provide cellular or PCS services covering an aggregate population of 231 million, or approximately 81% of the U.S. population. Cingular operates one of the largest and most digitalized U.S. wireless networks, with 100% of its existing cellular and PCS networks utilizing digital technology, and over 96% of its cellular and PCS minutes of use being digital. Cingular also currently provides wireless Internet, short messaging and other data services over its cellular and PCS networks to over 300,000 subscribers.

	•	Data—Cingular provides end-to-end wireless data solutions for businesses and individuals, and operates a digital packet-switched 900 MHz wireless network covering all of the 50 largest metropolitan areas. Cingular serves over 700,000 wireless data subscribers on this network, and provides wireless data services to 216 of the Fortune 500 companies, the U.S. Congress and the Department of Defense. Cingular has entered into strategic relationships with leading data services equipment and Internet companies, including Palm, Inc., RIM, Sun Microsystems and Microsoft Corp. Cingular is deploying high- speed General Packet Radio Service, or “GPRS,” throughout its cellular and PCS networks and has recently introduced this service in its Washington state, Las Vegas, eastern Tennessee, coastal Georgia and Carolinas markets.

Cingular’s goal is to be the premier nationwide provider of advanced wireless voice and data services in the United States. To accomplish this goal, Cingular intends to:


	•	expand its existing footprint and its network capacity by obtaining access to additional spectrum, primarily through FCC auctions, spectrum exchanges and purchases, mergers and acquisitions, joint ventures and alliances;

	•	continue to promote the Cingular brand, to expand and take advantage of its existing distribution capabilities and to cross-sell its products and services;

	•	capture economies through its large scale and national scope, allowing it to further realize the significant revenue and cost synergies offered by its formation;

	•	capitalize on its expertise in wireless data technology, applications, marketing and operations to drive the development and use of advanced wireless data applications over multiple communications devices;

	•	increase the capacity, speed and functionality of its cellular and PCS networks by:


	•	deploying GPRS data technology in California, which it expects to complete in the first half of 2002 and which completes the deployment of GPRS in its markets that use Global System for Mobile Communication technology, or “GSM”;

	•	overlaying GSM voice and GPRS data technology on its existing Time Division Multiple Access, or “TDMA”, network, beginning in early 2002;


	•	upgrading its GPRS markets to a third generation, or “3G”, technology known as Enhanced


		Data Rates for Global Evolution, or “EDGE”, beginning in 2003, when software is expected to be available, and completing its deployment of this technology in early 2004; and

	•	deploying GSM/GPRS and, when available, EDGE technology in all of its newly licensed areas.

Cingular faces substantial competition in all aspects of its business, which could cause reduced pricing and have adverse effects on its results of operations, including reduced profitability. There is substantial and increasing competition in all aspects of the wireless communications industry. Cingular competes for customers based principally on service offerings, price, call quality, coverage area and customer service. Cingular’s competitors are principally large providers of cellular, PCS and other wireless communications services, but Cingular also competes with smaller companies, as well as dispatch mobile telephone companies, resellers and wireline telephone service providers. Some of Cingular’s competitors may have greater financial, technical, marketing, distribution and other resources than Cingular does. In addition, some of the indirect retailers who sell Cingular’s services also sell its competitors’ services. Moreover, Cingular may experience significant competition from companies that provide similar services using other communications technologies and services. While some of these technologies and services are now operational, others are being developed or may be developed in the future.

Cingular’s ability to compete successfully will depend in part on its marketing efforts and on its ability to anticipate and respond to various competitive factors affecting the industry, including new services and technologies, changes in consumer preferences, demographic trends, economic conditions and pricing strategies of competitors. As a result of competition, Cingular may be required to reduce its service prices, restructure service packages to provide more services without increasing prices, and increase its advertising and promotional spending to respond to competition. As a result, its revenues, margins, average revenue per subscriber and cost per gross subscriber addition could be negatively impacted.

The wireless communications industry has been experiencing significant consolidation, and this trend is expected to continue. This trend may create additional large, well-capitalized competitors with substantial financial, technical, marketing, distribution and other resources to compete with Cingular’s product and service offerings. Competitors with more complete nationwide footprints may be able to offer nationwide services and plans more economically due to less dependence on roaming arrangements. In addition, global combinations of wireless carriers, such as the alliance between AT&T Wireless and NTT DoCoMo Inc. of Japan, the joint venture between Sprint and Virgin Group, Verizon Wireless (which is a joint venture between Verizon and Vodaphone plc), and mergers and acquisitions, such as the acquisition of VoiceStream Wireless by Deutsche Telekom, give domestic competitors better access to international technologies, marketing expertise and strategies, cost synergies and sources of capital.

Under the current rules of the FCC, six or more PCS licensees, two cellular licensees and one or more enhanced specialized mobile radio licensees may operate in each geographic area. This structure has resulted in the presence of multiple competitors in Cingular’s markets and makes it challenging for Cingular to attract new customers and retain existing ones. Future rules and spectrum allocations or re-allocations may increase the number of wireless licensees in an area. Competition also may increase to the extent that smaller, stand-alone wireless providers transfer licenses to larger, better capitalized and more experienced wireless providers.

Cingular has licenses to provide cellular and PCS wireless services on the 850 MHz and 1900 MHz portions of the radio spectrum in areas that cover approximately 81% of the U.S. population. Cingular’s licenses in the 850 MHz band enable it to provide both analog and digital cellular services, while its 1900 MHz licenses are limited to digital service. Cingular also has 900 MHz licenses to provide data services in certain areas. Cingular obtained its domestic spectrum assets through application lotteries, mergers, acquisitions, exchanges, FCC auctions and uncontested application grants of cellular licenses.

Cingular has access to wireless licenses in 45 of the 50 top wireless markets across the country. Cingular has also signed numerous roaming agreements to ensure its customers can receive wireless service in virtually all areas in the United States where cellular and PCS wireless service is available. Moreover, as of year-end 2001, Cingular provides wireless data services over its 900 MHz network in all of the 50 largest metropolitan areas. Cingular’s cellular and PCS networks are substantially built-out, except for certain areas covered by recently acquired licenses.

Cingular offers analog and digital service in most of its cellular markets and digital service in its 1900 MHz markets. Digital technology offers many advantages over analog technology, including substantially increased network capacity, lower operating costs per unit, reduced susceptibility to fraud and the opportunity to provide improved data transmissions. Digital service also provides extended battery life, improved voice quality, greater call security, lower per-minute costs, as well as enhanced features and services such as interactive messaging, facsimile, e-mail and wireless connections to computer/data networks and the Internet. At present, Cingular’s cellular and PCS networks provide digital coverage to its entire covered population.

Cingular uses TDMA digital technology in its cellular and contiguous PCS markets and GSM digital technology in its other PCS markets. There are estimated to be over 590 million GSM customers worldwide and 82 million TDMA customers worldwide, according to the GSM Association and the Universal Wireless Communications Consortium, respectively. In October 2001, Cingular announced its plan to upgrade its network to EDGE, its choice for 3G wireless technology. As a transitionary step, GSM voice and GPRS data technology will be overlaid on Cingular’s existing TDMA network beginning in early 2002. Additionally, new handsets referred to as GAIT phones are currently being developed that should enable TDMA and GSM platforms to be interoperable for voice and data services over both 850 MHz and 1900 MHz. Cingular expects to migrate its existing network to 3G EDGE technology by early 2004.

Cingular’s 900 MHz interactive paging service utilizes a packet-switched radio network operating at around 8,000 bytes per second. Cingular is the only operator of such a network in the United States, though similar networks exist in other countries. This is a dedicated packet-switched network, which allows users to access the network almost instantly and also allows customers to pay based on volume transmitted instead of connection time. This network is built on an open international standard, which permits the creation of off-the-shelf applications by independent application developers.

The FCC regulates the licensing, construction, operation, acquisition and transfer of wireless systems in the United States pursuant to the Communications Act of 1934 and its associated rules, regulations and policies.

To obtain the authority to have the exclusive use of radio frequency spectrum in an area within the United States, wireless communications systems must be licensed by the FCC to operate the wireless network and mobile devices in assigned spectrum segments and must comply with the rules and policies governing the use of the spectrum as adopted by the FCC. These rules and policies, among other things:


	•	regulate Cingular’s ability to acquire and hold radio spectrum licenses;

	•	impose technical obligations on the operation of Cingular’s network;

	•	impose requirements on the ways Cingular provides service to and communicates with its customers;

	•	regulate the interconnection of its network with the networks of other carriers;

	•	obligate Cingular to permit unrestricted resale of its services by resellers and to serve roaming customers of other wireless carriers; and

	•	impose a variety of fees and charges on its business that are used to finance numerous regulatory programs and part of the FCC’s budget.

Licenses are issued for only a fixed period of time, typically 10 years. Consequently, Cingular must periodically seek renewal of those licenses. The FCC will award a renewal expectancy to a wireless licensee that has provided substantial service during its past license term and has substantially complied with applicable FCC rules and policies and the Communications Act of 1934. Licenses may be revoked for cause and license renewal applications denied if the FCC determines that a renewal would not serve the public interest. Violations of FCC rules may also result in monetary penalties or other sanctions. FCC rules provide that competing renewal applications for licenses will be considered in comparative hearings, and establish the qualifications for competing applications and the standards to be applied in hearings.

Wireless systems are subject to Federal Aviation Administration (FAA) and FCC regulations governing the location, lighting and construction of transmitter towers and antennas and are subject to regulation under federal environmental laws and the FCC’s environmental regulations, including limits on radio frequency radiation from mobile handsets and towers. Zoning and land use regulations, including compliance with state and local historic preservation requirements, also apply to tower siting and construction activities.

The Communications Act of 1934 and the FCC rules require the FCC’s prior approval of the assignment or transfer of control of a license for a wireless system. Before Cingular can complete any such purchase or sale, it must file appropriate applications with the FCC,

and the public is by law granted a period of time, typically 30 days, to oppose or comment on such applications. In addition, the FCC has established transfer disclosure requirements that require licensees who assign or transfer control of a license acquired through an auction within the first three years of their license terms to file associated sale contracts, option agreements, management agreements or other documents disclosing the total consideration that the licensee would receive in return for the transfer or assignment of its license. Non-controlling minority interests in an entity that holds an FCC license generally may be bought or sold without FCC approval, subject to the FCC’s spectrum aggregation (and attribution) limits. However, notification and expiration or earlier termination of the applicable waiting period under Section 7A of the Clayton Act by either the Federal Trade Commission or the Department of Justice may be required, as well as approval by, or notification of, state or local regulatory authorities having competent jurisdiction, if Cingular sells or acquires wireless systems.

Our Latin America operations consist primarily of wireless service providers operating in 11 countries. We do not own 100% of each of these companies; adjusting market and customer data to reflect this partial ownership, our licensed service areas had a population of approximately 157 million and provided wireless services to approximately 7.4 million customers, each as of November 30, 2001. The operations in Latin America generated 12% of our total operating revenues in 2001, 11% of our total operating revenues in 2000 and 9% of our total operating revenues in 1999.

The results of our Latin America subsidiaries reflect a fiscal year ending November 30 to facilitate timely reporting of the consolidated results of BellSouth. The table below sets forth a summary overview of our Latin America operating companies as of November 30, 2001. The operating company data is presented on a total basis regardless of our ownership percentage and does not necessarily represent amounts attributable to our consolidated financial results.

In structuring our investments, we typically exercise operating influence through board representation, the right to appoint certain key members of management and consent rights with respect to significant matters, including amounts of capital contributions. In addition, we try to assure our ability to maintain a position of influence in the venture, if not outright control, by obtaining rights of first refusal on future sales of our partners’ interests and on equity issuances by the venture. As opportunities arise, we may buy out local partners who wish to sell, increasing our ownership stake and influence in those companies. The particular governance rights vary from venture to venture, and often are dependent upon the size of our investment relative to that of other investors. Under the governing documents for some of these ventures, certain key matters such as the approval of business plans and debt financings and decisions as to the timing and amount of capital contributions and cash distributions require the consent of our partners.

When entering new markets in Latin America, we typically seek to establish relationships with one or more local partners who are familiar with the country’s business and political environment. In some cases, the ownership structure of these companies reflects government requirements that local owners hold a specified interest in the companies’ concession or license.

Over the long term, we expect wireless communications to continue to grow in Latin America. We plan to grow profitably in this market by pursuing the following strategies:


	•	grow the core mobile business by expanding services to our existing customer base and by profitably penetrating the rest of the market;

	•	realize increased operating efficiencies at our existing operations by increasing asset utilization and by sharing resources, information and expertise across markets; and

	•	increase our ownership in existing operations and expand into new geographic service areas if

Economic conditions in Latin America have been deteriorating as the U.S. economy has been in a recession. These deteriorating conditions could make it difficult for us to continue to meet our strategic and financial goals. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Operating Environment and Trends of the Business — Latin American Economic Trends.”

All of our international wireless markets utilize digital technology in their wireless service offerings. We have always selected the type of digital technology for each international market offering the best cost, quality and capacity available at the time in that part of the world. Time Division Multiple Access technology (TDMA) was chosen for Brazil, Chile, Ecuador, Nicaragua, Panama and Peru. More recently, we chose Code Division Multiple Access technology (CDMA) to upgrade the networks in Argentina, Uruguay and Venezuela and to launch service in Guatemala, based on improvements in cost quality and capacity as that technology has matured.

Our international wireless operations are subject to significant competition, generally from at least one other wireless provider and, increasingly, from new PCS providers and resellers. In some cases, the government-owned telephone companies operate incumbent wireline and wireless systems or have a substantial investment in a competing wireless provider. The competing wireless providers generally have access to substantial financial resources. Many governments have privatized the government-owned telephone companies, and these privatized companies often become more formidable competitors due to the availability of additional capital and technical expertise. We anticipate an increasing number of competitors in our wireless service markets in Latin America.

Our ability to introduce new products and services depends to a large extent upon whether the new products and services are permitted by the local laws and regulatory authorities. As countries have encouraged foreign investment in telecommunications and have privatized their government-owned wireless telephone companies, the general trend has been toward deregulation of telecommunications. In several of our markets, our operating companies offer or plan to offer international long distance services either to their wireless subscriber bases or, in some cases, to the entire population. In addition, we offer domestic long distance service in certain markets through our nationwide wireless facilities and backbone networks.

Our Latin American businesses operate pursuant to the terms of licenses granted by the government of the countries in which they are located and are regulated by a telecommunications agency or similar supervisory authority in such countries. Such agencies typically also promulgate and enforce regulations regarding, among numerous other items, the allocation and use of spectrum and radio frequencies, incoming and/or outgoing rates, quality standards and the construction and operation of network equipment. Our Latin American operations also require government permits, including permits from local building and planning commissions, for the construction and operation of cell sites. Some of our Latin American operations have not been able to obtain all required permits. Although we do not believe such non-compliance will have a material effect on our business as a whole, we cannot assure you that there will not be claims or regulatory actions relating to noncompliance with these permitting requirements. Other regulations commonly encountered in our Latin American markets include legal restrictions on the percentage ownership of telecommunications licensees by foreign entities, such as us, and transfer restrictions or government approval requirements regarding changes in the ownership of licensees.

The terms of the licenses granted to our operating companies and conditions of the license renewal vary from country to country. Although license renewal is not usually guaranteed, most licenses do address the renewal process and terms, which we believe we will be able to satisfy. As licenses approach the end of their terms, it is our intention to pursue renewal as provided by these license agreements.

As a U.S. company, we are subject to the Foreign Corrupt Practices Act, which generally prohibits U.S. companies from making, directly or indirectly, improper payments to foreign officials for the purpose of obtaining or keeping business, and requires U.S. companies and their subsidiaries to maintain accurate records and adequate accounting controls. Our policy is to comply fully with the Act, and we maintain policies, programs and procedures for compliance with the Act on the part of our employees, agents, partners and other persons whose actions could expose us to liability under the Act. Matters relating to the Act, including those disclosed under Legal Proceedings, may come to the attention of local authorities, media and others and may result in adverse local country impacts, including penalties and other serious injury to our local businesses.

Our reporting currency is the U.S. Dollar. However, most of our Latin American revenues are generated in the currencies of the countries in which we operate. In addition, many of our operations and equity investees hold U.S. Dollar-denominated short-and long-term debt. The currencies of many Latin American countries have experienced substantial volatility and depreciation in the past. Declines in the value of the local currencies in which we are paid relative to the U.S. Dollar will cause revenues and expenses in U.S. Dollar terms to decrease and dollar-denominated liabilities to increase in local currency terms. Where we consider it to be economically feasible, we attempt to limit our exposure to exchange rate fluctuations by using foreign currency forward exchange contracts or similar instruments as a vehicle for hedging; however, a substantial amount of our exposures are unhedged.

The impact of a devaluation or depreciating currency on an entity depends on the residual effect on the local economy and the ability of an entity to raise prices and/or reduce expenses. Our ability to raise prices is limited in many instances by government regulation of tariff rates and competitive constraints. Due to our constantly changing currency exposure and the potential substantial volatility of currency exchange rates, we cannot quantify the anticipated effect of exchange rate fluctuations on our business.

Economic, social and political conditions in Latin America are, in some countries, unfavorable and volatile, which may impair our operations or their financial results. These conditions could make it difficult for us to continue development of our business, generate revenues or achieve or sustain profitability. Historically, recessions and volatility have been primarily caused by: monetary, exchange rate and/or fiscal policies; currency devaluations; significant governmental influence over many aspects of local economies; political and economic instability; unexpected changes in regulatory requirements; social unrest or violence; slow or negative economic growth; imposition of trade barriers; and wage and price controls. Our Latin American business could be materially adversely affected if the recent political and economic crises in Argentina and Venezuela worsen, continue for a sustained period or spread to other Latin American countries.

Most or all of these factors have occurred at various times in the last two decades in our core Latin American markets. We have no control over these matters. Economic conditions in Latin America are generally less attractive than those in the U.S., and poor social, political and economic conditions may limit use of our services which may adversely impact our business.

For a discussion of certain of these factors that are currently affecting our operations in Latin America, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Operating Environment and Trends of the Business — Latin American Economic Trends.”

In December 2000, our shareholders approved amendments to our charter that permit us to issue our common stock in series. This amendment gives us the flexibility to conduct a public offering of shares of Latin America group stock to finance our expansion in Latin America. If we issue shares of Latin America group stock to the public, our Board of Directors would initially designate two series: Latin America group stock, intended to reflect the separate performance of our Latin American businesses, and BLS group stock, intended to reflect the separate performance of all of our other businesses. At that time, each existing share of our common stock would be changed into one share of BLS group stock.

In the event of a public offering, a number of shares of Latin America group stock would be reserved for the BLS group or for issuance to the holders of BLS group stock. We might distribute, as a dividend to the holders of BLS group stock, the reserved shares of Latin America group stock within six to 12 months following a public offering. However, our Board of Directors may decide to initially issue Latin America group stock in some other manner or not to create BLS group stock and Latin America group stock.

Our decision whether, and when, to create, issue and distribute Latin America group stock is subject to a number of factors, including market conditions and other factors.

We own a group of companies that publish, print, sell advertising in and perform related services concerning alphabetical and classified telephone directories in both paper and electronic formats. Advertising and publishing revenues are derived primarily from sales of directory advertising, and represented approximately 9% of our total operating revenues in 2001 and 8% of our total operating revenues in 2000 and 1999.

We are one of the leading publishers of telephone directories in the United States. We publish alphabetical white page directories of business and residential telephone subscribers in substantially all of our wireline telecommunications markets and sell advertising in and publish classified directories under The Real Yellow Pages trademark in the same markets.

We also act as a sales agent for advertising in yellow page directories in certain states and for nonaffiliated telephone companies and receive a portion of the advertising revenue as a commission. During 2001, we contracted with 101 nonaffiliated telephone companies to sell advertising in over 295 classified directories in 39 states. We also act as an agent for national yellow page ad placements in all 50 states on behalf of over 550 companies.

In addition to publishing directories in traditional paper form, we publish white and yellow page directories in other media. For example, we offer white and yellow page directories on CD-ROM for many of our major markets, publish Internet white and yellow page directories for the southeastern U.S. and offer additional Internet advertising services. These services link to and are available on similar on-line directories with information for businesses nationwide. We also sell additional advertising to local and national businesses for our on-line yellow pages.

We continually seek to expand our advertising and publishing business by increasing advertising sales in our traditional directory products. We also market to organizations and companies with unique directory needs. An export directory, restaurant and entertainment guides and Internet directories are examples of such directory services and products.

We own a printing company which prints substantially all white and yellow pages and specialty directories distributed within our wireline telecommunications markets. This company also prints other materials for us and our affiliates and, to a limited extent, documents for nonaffiliated companies. In 2001, it printed 58 million white page, yellow page and specialty directories.

Competition for advertising revenues continues to intensify. Many different media compete for advertising revenues, and some newspaper organizations and other companies have begun publishing their own directories. Competition for directory sales agency contracts for the sale of advertising in publications of nonaffiliated companies also continues to be strong. Competitors offer directory listings in various media such as CD-ROM, the Internet and other electronic databases. As such offerings expand and are enhanced through interactivity and other features, we will experience heightened competition in our directory advertising and publishing businesses. We have responded to the increasing competition and changing market environment with new directory products, product enhancements, multi-media delivery options, including Internet directory services, pricing changes and local promotions.

We own interests in joint ventures that provide wireless communications in Denmark, Germany and Israel. These operations are subject to many of the same licensing, regulatory and other business considerations as our Latin American operations. In addition, we have a wholly-owned subsidiary that provides reinsurance related to customer premises equipment, both wireline and wireless.

In January 2002, we signed a definitive agreement with Dutch telecommunications provider Royal KPN N.V. (KPN), restructuring our relationship. Under the new agreement, we will exchange our 22.51% stake in E-Plus for 234.7 million KPN shares. After this exchange, we will hold approximately 9.42% of KPN’s outstanding shares. As part of the transaction we have surrendered our existing warrant on KPN shares and our exchange rights with regard to KPN Mobile.

During 2001, we sold our 24.5% ownership interest in Skycell, an Indian wireless venture.

We conduct research and development activities internally and through external vendors, primarily Telcordia Technologies. Telcordia provides research and development and other services to us and other telecommunications companies. We have contracted with Telcordia for ongoing support of engineering and systems. In addition, we are a member of the National Telecommunications Alliance, an organization which supports our commitment to national security and emergency preparedness.

At December 31, 2001, we employed approximately 87,875 individuals. About 60% of BellSouth’s employees at December 31, 2001 were represented by the Communications Workers of America (CWA), which is affiliated with the AFL-CIO. New collective bargaining agreements with the CWA were ratified in September 2001. These three-year contracts cover approximately 56,000 employees. The contracts include basic wage increases totaling 13% compounded over the three years covered by the contracts. In addition, the agreements provide for a standard incentive award of two percent of base salary and overtime compensation, which is subject to adjustment based on company performance measures for plan years 2001, 2002 and 2003. Other terms of the agreement include pension band increases and pension plan cash balance improvements for active employees.

Our properties do not lend themselves to description by character or location of principal units. Our investment in property, plant and equipment in our consolidated operations consisted of the following at December 31:

These properties are divided among our operating segments as follows: communications group, 92%; Latin America, 6%; domestic advertising and publishing, 1%; and other, 1%.

Outside plant consists of connecting lines (aerial, underground and buried cable) not on customers’ premises, the majority of which is on or under public roads, highways or streets, while the remainder is on or under private property. We currently self-insure all of our outside plant against casualty losses. Central office equipment substantially consists of digital electronic switching equipment and circuit equipment. Land and buildings consist principally of central offices. Operating and other equipment consists of wireless network equipment, embedded intrasystem wiring (substantially all of which is on the premises of customers), motor vehicles and other equipment. Central office equipment, buildings, furniture and fixtures and certain operating and other equipment are insured under a blanket property insurance program. This program provides substantial limits of coverage against “all risks” of loss including fire, windstorm, flood, earthquake and other perils not specifically excluded by the terms of the policies.

Substantially all of the installations of central office equipment for the wireline communications business are located in buildings and on land owned by BST. Many garages, administrative and business offices and telephone service centers are in leased quarters. Most of the land and buildings associated with our nonwireline businesses and administrative functions are leased.

Capital expenditures consist primarily of (a) gross additions to property, plant and equipment having an estimated service life of one year or more, plus the incidental costs of preparing the asset for its intended use, and (b) gross additions to capitalized software.

Total investment in property, plant and equipment has increased from $50.1 billion at January 1, 1997 to $64.3 billion at December 31, 2001, not including deductions for accumulated depreciation. Significant additions to property, plant and equipment will be required to meet the growing demand for telecommunications services and to continually modernize and improve such services to meet competitive demands. We project continued population and economic expansion in certain growth centers within our nine-state area during the next five to ten years. In addition, growth in international markets will require investment to expand existing wireless networks.

We project capital expenditures of approximately $4.8 to $5.0 billion for 2002. A majority of the expenditures will be to expand, enhance and modernize current wireline operating systems.

We expect expenditures for 2002 to be financed substantially through internal sources and, to the extent necessary, from external financing sources.

Following the enactment of the Telecommunications Act of 1996, our telephone company subsidiary, BellSouth Telecommunications, Inc. (BST), and various competitive local exchange carriers entered into interconnection agreements providing for, among other things, the payment of reciprocal compensation for local calls initiated by the customers of one carrier that are completed on the network of the other carrier. Numerous competitive local carriers have claimed entitlement from BST for compensation associated with dial-up calls originating on BST’s network and connecting with Internet service providers (ISPs) served by the competitive local carriers’ networks. BST has maintained that dial-up calls to Internet service providers are not local calls for which terminating compensation is due under the interconnection agreements; however, the courts and state regulatory commissions in BST’s operating territory that have considered the matter have, in most cases, ruled that BST is responsible for paying reciprocal compensation on these calls.

We have commenced discussions with competitive local exchange carriers concerning settlement of these claims, and agreements have been reached in many circumstances. We do not expect the financial impact of future settlements to have a material impact on our results of operations, financial position or cash flows.

In a related matter, a competitive local carrier has claimed terminating compensation of approximately $165 million for service arrangements that we did not believe involved “traffic” under our interconnection agreements. We filed a complaint with the state regulatory commission asking that agency to declare that we did not owe reciprocal compensation for these arrangements. In March 2000, the state commission ruled in our favor finding that compensation was not owed to the competitive local carrier. The parties have agreed to a settlement of this matter. In October 2001, a stipulation of dismissal was filed with the court to effect the settlement.

In July 2000, the SEC began a formal investigation of whether we and others may have violated the Foreign Corrupt Practices Act (FCPA). The SEC subpoenaed documents relating to the activities of our foreign affiliates, and we produced responsive documents. Prior to the commencement of the SEC’s formal investigation, we had engaged outside counsel to investigate an FCPA matter relating to the activities of one of our foreign affiliates in Latin America, and outside counsel concluded that those activities did not violate the Act. Thereafter and independent of these developments, our internal auditors, in the ordinary course of conducting audit reviews, identified issues concerning accounting entries made by another of our Latin American affiliates. We informed the SEC as to this matter, and the SEC expanded its investigation to encompass it.

In January 2002, we entered into a settlement with the SEC regarding these matters. Under the terms of the settlement, the Company neither admits nor denies the SEC’s findings that BellSouth violated the books and records and internal controls provisions of the Securities Exchange Act of 1934. In reaching the settlement, we agreed to pay a civil penalty of $150,000 and agreed to the entry of an administrative order requiring BellSouth to refrain from violations of those provisions. In its order, the SEC acknowledged our cooperation and also acknowledged that we have taken remedial actions and enhanced our compliance program.

We are subject to a number of environmental matters as a result of our operations and the shared liability provisions related to the break-up of the Bell System. At December 31, 2001, our recorded liability related to these matters was approximately $21 million. We continue to believe that expenditures in connection with additional remedial actions under the current environmental protection laws or related matters would not be material to our results of operations, financial position or cash flows.

We are also subject to claims arising in the ordinary course of business involving allegations of personal injury, breach of contract, anti-competitive conduct, employment law issues, regulatory matters and other actions. BST is also subject to claims attributable to pre-divestiture events involving environmental liabilities, rates, taxes, contracts and torts. Certain contingent liabilities for pre-divestiture events are shared with AT&T Corp. While complete assurance cannot be given as to the outcome of any legal claims, we believe that any financial impact would not be material to our results of operations, financial position or cash flows. See note M to our consolidated financial statements.

No matter was submitted to a vote of shareholders in the fourth quarter of the fiscal year ended December 31, 2001.

Our Articles of Incorporation authorize the issuance of 8,650,000,000 shares of common stock, par value $1 per share, and 100,000,000 shares of cumulative, first preferred stock, par value $1 per share. Our Board of Directors is authorized to create from the unissued common stock one or more series, and, prior to the issuance of any shares in any particular series, to fix the voting powers, preferences, designations, rights, qualifications, limitations or restrictions of such series. The Board has not created any series of common stock. The Board is also authorized to provide for the issuance, from time to time, of the first preferred stock in series and, as to each series, to fix the number of shares in such series and the voting, dividend, redemption, liquidation, retirement and conversion provisions applicable to the shares of such series. No shares of first preferred stock are outstanding. The Board has created Series B First Preferred Stock consisting of 30 million shares, the Series B Preferred Stock, for possible issuance under the BellSouth Shareholder Rights Plan. The Series A First Preferred Stock was created for a previous shareholder rights plan which has expired. See “Preferred Stock Purchase Rights” and “Market for Registrant’s Common Equity and Related Shareholder Matters”.

The holders of common stock are entitled to receive, from funds legally available for the payment thereof, dividends when and as declared by resolution of the Board. While any series of preferred stock is outstanding, no dividends, other than dividends payable solely in common stock, may be declared or paid on common stock, and no common stock may be purchased, redeemed or otherwise acquired for value, unless (a) dividends on all outstanding shares of preferred stock for the current and all past dividend periods have been paid or declared and provision made for payment thereof and (b) all requirements with respect to any purchase, retirement or sinking fund or funds applicable to all outstanding series of preferred stock have been satisfied.

Except in connection with the “business combinations” and “fair price” provisions discussed below, holders of shares of common stock are entitled to one vote, in person or by proxy, for each share held on the applicable record date with respect to each matter submitted to a vote at a meeting of shareholders, but such holders do not have cumulative voting rights. The holders of any series of preferred stock, when issued, may receive the right to vote as a class on certain amendments to the Articles of Incorporation and on certain other matters, including the election of directors in the event of certain defaults, which may include non-payment of preferred stock dividends.

In the event of voluntary or involuntary liquidation of BellSouth, holders of the common stock will be entitled to receive, after creditors have been paid and the holders of the preferred stock, if any, have received their liquidation preferences and accumulated and unpaid dividends, all the remaining assets of BellSouth.

No shareholders of any class shall be entitled to any pre-emptive rights to subscribe for or purchase any shares or other securities issued by BellSouth. The common stock has no conversion rights and is not subject to redemption.

Each share of common stock outstanding includes one preferred stock purchase right (Right). Under certain circumstances, each Right will entitle the holder to purchase one one-thousandth of a share of Series B Preferred Stock, $1 par value (Common Equivalent Preferred Stock), which unit is substantially equivalent in voting and dividend rights to one whole share of the common stock, at a price of $200 per unit (the Purchase Price). The Rights are not presently exercisable and may be exercised only if a person or group (Acquiring Person) acquires 10% of the outstanding voting stock of BellSouth without the prior approval of the Board or announces a tender or exchange offer that would result in ownership of 10% or more of the common stock.

If an Acquiring Person becomes such without prior Board approval, the Rights are adjusted, and each holder, other than the Acquiring Person, then has the right to receive, on payment of the Purchase Price, the

The Georgia legislature has enacted legislation which generally prohibits a corporation which has adopted a by-law electing to be covered thereby, which BellSouth has done, from engaging in any “business combination”, that is a merger, consolidation or other specified corporate transaction, with an “interested shareholder”, a 10% shareholder or an affiliate of the corporation which was a 10% shareholder at any time within the preceding two years, for a period of five years from the date such person becomes an interested shareholder, unless the interested shareholder (a) prior to becoming an interested shareholder, obtained the approval of the Board of Directors for either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder, (b) becomes the owner of at least 90% of the outstanding voting stock of the corporation in the same transaction in which the interested shareholder became an interested shareholder, excluding for purposes of determining the number of shares outstanding those shares owned by officers, directors, subsidiaries and certain employee stock plans of the corporation or (c) subsequent to the acquisition of 10% or more of the outstanding voting stock of the corporation, acquires additional shares resulting in ownership of at least 90% of the outstanding voting stock of the corporation and obtains approval of the business combination by the holders of a majority of the shares of voting stock of the corporation, other than those shares held by an interested shareholder, officers, directors, subsidiaries and certain employee stock plans of the corporation. BellSouth’s “business combinations” by-law may be repealed only by an affirmative vote of two-thirds of the continuing directors and a majority of the votes entitled to be cast by the shareholders, other than interested shareholders, and shall not be effective until 18 months after such shareholder vote. The Georgia statute provides that a domestic corporation which has thus repealed such a by-law may not thereafter readopt the by-law as provided therein.

“Fair price” provisions contained in the Articles of Incorporation require, generally, in connection with a merger or similar transaction between BellSouth and an “interested shareholder”, the unanimous approval of BellSouth’s directors not affiliated with the interested shareholder or the affirmative vote of two-thirds of such directors and a majority of the outstanding shares held by disinterested shareholders, unless (a) within the past three years the shareholder has been an interested shareholder and has not increased its shareholdings by more than one percent in any 12-month period or (b) all shareholders receive at least the same consideration for their shares as the interested shareholder previously paid. Additionally, these provisions may be revised or rescinded only upon the affirmative vote of at least two-thirds of the directors not affiliated with an interested shareholder and a majority of the outstanding shares held by disinterested shareholders.

Board classification provisions adopted by the shareholders and contained in the By-laws prescribe a shareholder vote for approximately one-third of the directors, instead of all directors, at each annual meeting of shareholders for a three-year term. Additionally, such provisions provide that shareholders may remove directors from office only for cause, and can amend the By-laws with respect to the number of directors or amend the board classification provisions only by the affirmative vote of the holders of at least 75% of the outstanding shares entitled to vote for the election of directors.

Our By-laws require that notice of shareholder nominations for directors and of other matters to be brought before annual shareholders’ meetings must be provided in writing to the Secretary of BellSouth not later than the 75th day nor earlier than the 120th day prior to the date which is the anniversary of the annual meeting of shareholders held in the prior year. Such By-laws also provide that a special shareholders’ meeting may be called by shareholders only upon written request signed by the holders of at least three-quarters of the outstanding shares entitled to vote at the meeting.

The provisions discussed under the five preceding sub-headings and the ability to issue first preferred stock, such as the Series B Preferred Stock described above, with characteristics established by the Board and without the consent of the holders of common stock and the ability to issue additional shares of common stock may have the effect of discouraging takeover attempts and may also have the effect of maintaining the position of incumbent management. In addition, these provisions may have a significant effect on the ability of our shareholders to benefit from certain kinds of transactions that may be opposed by the incumbent Board.

All of the executive officers of BellSouth, other than Mr. Dramis, Mr. Forsee and Mr. Morgan, have for at least the past five years held high level management or executive positions with BellSouth or its subsidiaries. Mr. Dramis joined BellSouth in December 1998 from CIO Strategies Inc., a Clifton, Virginia-based information technology consulting firm. Prior to joining BellSouth in September 1999, Mr. Forsee was President and Chief Executive Officer of Global One, a global telecommunications joint venture, and before that held various senior positions with Sprint Corporation. Prior to joining BellSouth in February 1998, Mr. Morgan was a partner with Mayer, Brown & Platt, a Chicago-based international law firm.

The principal market for trading in BellSouth common stock is the New York Stock Exchange, Inc. (NYSE). BellSouth common stock is also listed on the Boston, Chicago and Pacific exchanges in the United States and the London, Frankfurt, Amsterdam and Swiss exchanges. We have filed applications with the SEC to delist our common stock from the Boston and Pacific exchanges. The ticker symbol for BellSouth common stock is BLS. At February 1, 2002, there were 811,067 holders of record of BellSouth common stock. Market price data was obtained from the NYSE Composite Tape, which encompasses trading on the principal United States stock exchanges as well as off-board trading. High and low prices represent the highest and lowest sales prices for the periods indicated.

Significant events affecting our historical earnings trends include the following:


	•	1997 results include gains resulting from the sales of our interests in Optus Communications, ITT World Directories and Bellcore, which increased net income by $352, or $0.18 per share, $128, or $0.06 per share, and $23, or $0.01 per share. 1997 results also include the effect of a regulatory settlement in South Carolina, which reduced operating revenues by $72 and net income by $47, or $0.02 per share, as well as a loss of $9 incurred in connection with the early redemption of long-term debt.

	•	1998 results include gains resulting from the sale of our interests in BellSouth New Zealand and ITT World Directories, which increased net income by $110, or $0.06 per share, and $96, or $0.05 per share. 1998 results also include the effect of contingent interest and prepayment penalties associated with the repayment of a loan receivable which increased net income by $62, or $0.03 per share.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Consolidated Results of Operations” for a discussion of unusual items affecting the results for 1999, 2000 and 2001.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

Key selected financial and operating data for the three years ended December 31, 1999, 2000 and 2001 are as follows. All references to earnings per share are on a diluted basis.

During 2000 and 2001, several events occurred which significantly affected the comparability of our operating results. Those events include the following:

In October 2000, we contributed our domestic wireless voice and data operations to a joint venture with SBC Communications, Inc.(SBC) and formed Cingular Wireless (Cingular). We own an approximate 40% economic stake in Cingular, and share joint control with SBC. Accordingly, we account for our share of Cingular’s results using the equity method. Prior to October 2000, we consolidated the revenues and expenses of these operations. As a result of this change, our 2000 results include nine months of revenues and expenses attributable to our former domestic wireless operations and three months of equity in earnings attributable to Cingular.

Effective January 1, 2000 we changed the method of recognizing revenues and expenses derived from installation and activation activities. We did this to comply with new accounting guidance contained in SAB 101, Revenue Recognition in Financial Statements, which requires that revenues from such activities be deferred and recognized over the estimated life of the relationship with the customer. The change in methodology resulted in deferring an equal amount of revenue and expense and therefore did not impact earnings. SAB 101 prohibited the restatement of prior period results; as a result, our reported 1999 operating revenues and expenses are not comparable to the 2000 and 2001 periods. If we had changed the method effective January 1, 1999, revenues and expenses in that year would have been reduced equally by $248.

In addition to the items described above, the following events impacted operating expenses from 1999 to 2001:

Restructurings and asset impairments — Represents restructuring related costs and related asset impairments for actions taken to reduce operating costs. For 2001, these costs include severance related costs and asset impairments, primarily software. For 2000, these costs include the restructuring of our domestic wireless entertainment business and the reduction of our domestic general and administrative staff. The 1999 amount represents the loss associated with the writedown of equipment that was replaced as we upgraded our U.S. wireless network.

Gains from pension settlements — During 2000, the number of employees who voluntarily separated and elected to receive lump-sum retirement benefits exceeded thresholds that require current recognition of deferred gains related to these employees.

Contract termination settlement — BellSouth settled litigation with a distributor of residential telephone equipment and paid approximately $200 to the distributor for the termination of their existing agreement.

Adjustment to ISP accrual — Represents the adjustment to the accrual for prior claims from competitive local exchange carriers regarding reciprocal compensation for ISP traffic.

Postretirement benefit expense for former wireless employees — The amount shown represents expense for changes in postretirement medical benefit obligations for the wireless employees that were transitioned to Cingular.

Operating revenues decreased $2,021 during 2001 and increased $927 during 2000. These changes reflect:


•	Growth in communications group revenues of $675 during 2001 and $713 during 2000, driven by strong growth in digital and data revenues, wholesale revenues, and sales of custom calling features. These increases were offset by declines in basic service revenues, reflecting competition, rate reductions and a slowing economy. Revenues were $118 lower in 2001 and $204 lower in 2000 reflecting net deferrals related to SAB 101. These decreases were entirely offset by corresponding decreases in operating expenses.

•	For domestic wireless operations, a decrease of $2,766 in 2001 and $470 in 2000, due to the contribution of our domestic wireless operations to Cingular in October 2000.

•	For 2001, relatively flat revenue growth from our Latin America group of $4. The Latin America group revenues in 2001 were favorably impacted by the addition of the operations in Colombia. The unfavorable impacts, however, of weakening economies, changes in foreign currency exchange rates and an unfavorable change in the interconnection agreements as well as changes in telecommunications regulation at our Venezuelan operations in 2001 substantially offset growth. For 2000, the Latin America group grew revenues by $542, resulting from growth in the customer bases of our existing wireless operations of 67.1% and the addition of new wireless operations in Colombia. The group’s results in 2000 were also affected by weakening economies and changes in foreign currency rates but to a lesser degree.

Total operating expenses decreased $1,478 during 2001 and increased $480 during 2000. Excluding the items listed in the previous table, total operating expenses decreased $1,604 during 2001 and increased $353 during 2000, which reflect the following:


•	Operational and support expenses decreased $1,451 in 2001 and increased $89 in 2000.


	•	Expenses in the communications group increased $577 in 2001 and $291 in 2000 as a result of higher levels of spending for customer service


		and network support functions in support of customer service initiatives as well as expenses for our accelerated DSL growth initiative. Expenses were $118 lower in 2001 and $204 lower in 2000 reflecting net deferrals related to SAB 101. These decreases were entirely offset by corresponding decreases in operating revenues.

	•	Expenses from domestic wireless operations decreased $1,959 in 2001 and $400 in 2000, attributable to our contribution of those operations to Cingular.

	•	Expenses in the Latin America segment decreased $261 in 2001 after an increase of $462 in 2000. This change was driven primarily by customer acquisition-related costs, and reflects more targeted acquisition efforts during 2001. Also included in these changes were increases of $121 in 2001 and $98 in 2000 resulting from wireless operations in Colombia which were acquired in mid-2000. The Latin America segment’s expenses were favorably impacted by $105 in 2001 and $177 in 2000 from the weakening of foreign currencies against the U.S. Dollar.

•

Depreciation and amortization decreased $153 in 2001 and increased $264 in 2000. The decrease in 2001 is attributable to the contribution of our former wireless operations to Cingular resulting in a decrease of $642 of expenses, offset by increases at the communications group reflecting increased deployment of capitalized software and investment in broadband. The increase in 2000 was primarily a result of additions of property, plant, equipment and software to support expansion of our communications group and Latin American wireless networks.

Interest expense decreased $13 in 2001 and increased $298 in 2000. Interest expense decreased in 2001 primarily as a result of decreases in interest rates on short-term borrowings. The decrease in the rates was partially offset by higher debt levels. The increase in interest expense in 2000 is attributable to higher average long-term debt balances resulting from borrowings associated with the financing of our investments in Colombia and Brazil and the buyout of minority partner interests in the Carolinas DCS business prior to the contribution of those operations to Cingular and higher interest rates.

In 2001, we recognized a gain of $24 from the sale of a 24.5% ownership interest in Skycell, an Indian wireless venture, and $14 from the sale of BellSouth International Wireless Services, an international wireless roaming clearinghouse. During 2000, we sold ownership interests in wireless data operations in Belgium, the Netherlands and the United Kingdom. These sales generated a loss of $14. Gains for 1999 include $39 from the sale of a 100% ownership interest in Honolulu Cellular and $16 from the sale of a wireless property in Alabama.

Earnings from our unconsolidated businesses decreased $225 in 2001 and increased $859 in 2000. The 2000 period included a $479 gain from the redemption of AT&T from the AB Cellular partnership and $68 in income related to the restructuring of our ownership interest in E-Plus. Excluding these events, equity in earnings would have increased $322 in 2001 and $312 in 2000. The change of $322 in 2001 reflects approximately $620 higher equity in earnings from Cingular, offset by a decrease of approximately $140 attributable to the contribution of domestic wireless holdings to Cingular and $120 attributable to higher foreign currency exchange losses in Latin America. The change of $312 in 2000 primarily reflects a $240 improvement in foreign currency losses in the Latin American operations.

Other income (expense), net includes interest income, gains (losses) on disposition of assets, losses from the writedown of investments, foreign currency gains (losses) and miscellaneous nonoperating income (losses). The decrease in 2001 is due to $1,817 of losses related to the writedown of equity investments due to other-than-temporary declines in their fair values. The increase in 2000 is primarily attributable to increases of $202 from higher interest income, lower minority interest expense and changes in miscellaneous nonoperating items. Other income (expense), net included interest income from Cingular of $291 in 2001 and $71 in 2000.

The provision for income taxes decreased $931 during 2001 and increased $338 during 2000. Our effective tax rate decreased from 37.2% in 1999 to 36.0% in 2000 and remained at 36.0% in 2001.

The effective tax rate for 2001 was 36.0%, consistent with 2000. The year 2001 includes recognition of a deferred tax asset of $122 related to the excess of tax basis over book basis in our investment in E-Plus. We recognized this asset when it became apparent this temporary difference would reverse in the foreseeable future due to a decision to exchange shares in E-Plus for shares of KPN. The rate was negatively impacted by

The decrease in the 2000 effective tax rate was driven by the impact of additional income related to the restructuring of our ownership in our German wireless operations, the recognition of tax incentives, tax benefits generated by the sale of our international wireless data properties and more favorable results from companies we report on the equity-method, which generally are recorded net of tax benefits or expense.

A reconciliation of the statutory federal income tax rate to the effective income tax rate for each period is included in note I to the consolidated financial statements.

Our reportable segments reflect strategic business units that offer similar products and services and/or serve similar customers. We have four reportable operating segments:


	•	Communications group;

	•	Domestic wireless;

	•	Latin America; and

	•	Domestic advertising and publishing.

We have included the operations of all other businesses falling below the reporting threshold in the “All other businesses” segment.

Management evaluates the performance of each business unit based on net income, exclusive of internal charges for use of intellectual property and adjustments for unusual items that may arise. Unusual items are transactions or events that are included in reported consolidated results but are excluded from segment results due to their nonrecurring or nonoperational nature. In addition, when changes in our business affect the comparability of current versus historical results, we will adjust historical operating information to reflect the current business structure.

The following discussion highlights our performance in the context of these segments. For a more complete understanding of our industry, the drivers of our business, and our current period results, you should read this discussion in conjunction with our consolidated financial statements, including the related notes.

The communications group includes our core domestic businesses including: all domestic wireline voice, data, broadband, e-commerce, long distance, Internet services and advanced voice features. The group provides these services to an array of customers, including residential, business and wholesale.

Gross versus net presentation—We have adjusted the communications group’s historical revenues and expenses to present all revenues from sales of customer premises equipment on an agency-fee basis (net of associated direct costs). We made this adjustment to present these revenues on a basis comparable to amounts earned under a new vendor contract entered into during first quarter 2001. We have also adjusted the communications group’s historical revenues and expenses to reflect a change in reporting of gross receipts taxes in Florida. Beginning in the fourth quarter of 2001, we are required to account for the tax collected from customers as a pass-through billing (i.e. net presentation). Both of these changes are neutral to earnings as they reduce revenues and expenses by an equal amount.

SAB 101—Effective January 1, 2000, we changed the method of recognizing revenues and expenses derived from installation and activation activities. We did this to comply with new accounting guidance contained in SAB 101, which requires that revenues from such activities be deferred and recognized over the estimated life of the relationship with the customer. The change in methodology resulted in deferring an equal amount of revenue and expense and therefore did not impact earnings. For management purposes and in order to provide comparable revenue and expense data, we have adjusted the 1999 period to present the results which would have occurred if SAB 101 was adopted on January 1, 1999.

(1)

Access line equivalents represent a conversion of non-switched data circuits to a switched access line basis and are presented for comparability purposes. Equivalents are calculated by converting high-speed/high-capacity data 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.

Local service revenues increased $342 during 2001 and $782 during 2000, attributable to strong growth in digital and data revenues, wholesale revenues, and by our marketing of calling features. Those increases were offset by a decrease in basic service revenues reflecting competition, rate reductions and a slowing economy. Revenues were $118 lower in 2001 and $204 lower in 2000 reflecting net deferrals related to SAB 101. These decreases were entirely offset by corresponding decreases in operating expenses.

Residential access lines decreased 2.1% in 2001 and rose 0.8% in 2000. Business access lines decreased 1.0% in 2001 and increased 3.6% in 2000. We have experienced a worsening trend in access line declines over the past five quarters. The core business was affected by a slowing economy, as evidenced by negative employment growth of 0.1% in the southeast in 2001 compared to positive growth of 2.1% in 2000, competitive impacts related to over 300 active carriers authorized to provide telecommunications services in our region and technological changes manifested in the shifting of customers from wireline to wireless and second line customers to high-speed access service.

At December 31, 2001, we provided 1.7 million wholesale lines to competitors, on both a resale and unbundled network elements (UNE) basis. At December 31, 2001, UNEs accounted for approximately 59% of our wholesale lines and at December 31, 2000 they represented 41%. Because of the larger discounts associated with UNEs versus resale, this shift to UNEs is negatively impacting our revenue growth. We also estimate that we have lost an additional 2.2 million lines to facilities based competitors.

Revenues from optional calling features such as caller ID, call waiting, call return and voicemail service increased $136, or 6.3%, during 2001 and $232, or 12.1%, during 2000. These increases were driven by growth in calling feature usage through our Complete Choice® package, a one-price bundled offering of over 20 calling features.

Increased penetration of extended local area calling plans driven by demand for Area Plus, a BellSouth package that combines a basic telephone line with an expanded local calling area, also increased local service revenues by approximately $52 during 2001 and $168 during 2000. Area Plus packages grew 11.1% in 2001 to over 2 million.

Network access revenues increased $200 in 2001 and $130 in 2000. Revenues from dedicated high-capacity data line offerings grew approximately $411 in 2001 and $296 in 2000 as Internet service providers and high-capacity users increased their use of our network. The increases were offset by a decline of $216 in 2001 and $62 in 2000 in revenues derived from switched access services resulting from a decrease in access minutes-of-use volumes and the impacts of access charge rate reductions. Access minutes-of-use decreased 4.4% in 2001 after an increase of 4.0% in 2000. These volumes continue to be negatively impacted by migration of minutes to dedicated digital and data services offerings which are fixed-charge based rather than minute-of-use based, competition from competitive local exchange carriers whose traffic completely bypasses our network, and the effect of alternative services such as wireless and Internet e-mail.

Net rate impacts also decreased revenues by $50 in 2001 and $339 in 2000. These reductions are primarily related to the FCC’s access reform and productivity factor adjustments. The reductions were partially offset by recoveries of local number portability costs in both 2001 and 2000.

Long distance revenues increased $72 in 2001 after a decrease of $6 in 2000. Strong growth in wholesale long distance and prepaid long distance cards was partially offset by losses in intraLATA toll as toll messages declined 14.7% in 2001 and 21.7% in 2000. Growth in wholesale long distance was driven by increased sales to second and third tier long distance carriers and higher volumes related to Cingular driven by proliferation of free long distance plans. IntraLATA toll losses are driven by the increased demand for Area Plus services, which are included in local service.

Other communications revenues growth was flat in 2001 after an increase of 5.5% in 2000. For 2001, growth in revenues from wireless interconnection and higher sales of data networking equipment were offset by reductions in payphone revenues as BellSouth continues to transition out of this business by year-end 2003 and by impacts related to exiting the wireless entertainment business. The increase in 2000 was primarily attributable to proceeds from universal service funds, partially offset by decreases in sales of customer premises equipment.

Operational and support expenses increased $577 during 2001 and $291 during 2000. The increase in 2001 was primarily attributable to higher labor costs associated with data growth initiatives and customer service initiatives, higher ongoing information technology expenses and service penalties. In addition, the provision for uncollectible receivables increased $171 as the slowing economy caused an increase in CLEC and small business failures. The increase in 2001 also included $150 for costs of sales associated with wholesale long distance and data networking equipment. These increases were offset by credits to expense of $141 as recognized pension plan credits exceeded expenses from other retiree benefits.

The increase in 2000 was primarily attributable to increases in labor costs and reciprocal compensation expense totaling $230. Also contributing to this increase were expenses related to data initiatives, including high-speed Internet access and optical-fiber based broadband services, and promotional expenses related to expanding our Internet customer base. These increases were offset by credits to expense of $106 as recognized pension plan credits exceeded expenses from other retiree benefits.

Expenses were $118 lower in 2001 and $204 lower in 2000 reflecting net deferrals related to SAB 101. These decreases were entirely offset by corresponding decreases in operating revenues.

Depreciation and amortization expense increased $259 during 2001 and $307 during 2000. The increases are primarily attributable to amortization of capitalized software and depreciation resulting from higher levels of net property, plant and equipment partially offset by declines in the overall composite depreciation rate.

During fourth quarter 2000, we contributed our domestic wireless operations to a joint venture with SBC Communications, forming the second largest wireless carrier in the U.S., Cingular. We own an approximate 40% economic interest in the venture and share control with SBC. We account for the investment under the equity method. For management purposes, we evaluate our domestic wireless segment based on our proportionate share of Cingular’s results. Accordingly, results for our domestic wireless segment reflect the proportional consolidation of approximately 40% of Cingular’s results for all of 2001 and the last three months of 2000, whereas the first nine months of 2000 and all of 1999 reflect the historical results of our wireless business that were contributed to Cingular. Because of the change in operations, growth rates are not indicative of the underlying operations.

Certain reclassifications of prior period amounts have been made, where appropriate, to reflect comparable operating results.

Segment operating revenues grew $1,362 during 2001 and $740 during 2000 when comparing our approximate 40% proportionate interest in Cingular to our wireless properties prior to the contribution. These increases are attributable to changes in the operations between the periods and by the larger customer base created by the formation of Cingular.

On a proforma basis, as if Cingular had been formed on January 1, 1999, Cingular’s revenues increased 12.8% in 2001 and 15.3% in 2000, driven by increases in the cellular and PCS customer base of 9.7% in 2001 and 18.6% in 2000. The slower growth in 2001 reflects the economic slowdown, higher penetration levels and increasing competition. In addition, the rate of customer growth was impacted by higher churn reflecting management initiatives to migrate analog customers to digital services and improve the profitability of prepaid services. Average monthly usage by customers increased during 2001 and 2000 partially offset by lower per minute pricing. Average monthly revenue per customer decreased in 2001 and remained relatively flat during 2000 due primarily to declines in revenue received from other wireless carriers for their customers roaming on Cingular’s network.

Operational and support expenses increased $727 during 2001 and $488 during 2000. As with revenues, these increases were also attributable to the change in operations between periods.

On a proforma basis, as if Cingular had been formed on January 1, 1999, Cingular’s expenses increased 12.0% in 2001 and 14.1% in 2000. Cingular’s expense growth was driven by increased service costs resulting from a rise in minutes of use, higher bad debt expense due to the slowing economy, higher cash expenses for marketing and advertising related to Cingular’s national branding campaign and merger and integration related

Depreciation and amortization increased $125 during 2001 and decreased $50 during 2000.

On a proforma basis, as if Cingular had been formed on January 1, 1999, Cingular’s 2001 expenses increased 5.5% over 2000, largely attributable to higher levels of gross property, plant and equipment. Depreciation expense in 2000 was favorably impacted by the lower asset base which resulted from accelerated depreciation in an equipment exchange program.

Net earnings (losses) of unconsolidated domestic wireless businesses decreased $175 in 2001 and remained relatively flat between 1999 and 2000. The 2001 decrease is attributable to the contribution to Cingular of our ownership interests in our domestic wireless equity affiliates and losses related to the formation of a network joint venture with VoiceStream in late 2001.

The Latin America segment is comprised of our investments in wireless businesses in eleven countries in Latin America. Consolidated operations include our businesses in Argentina, Chile, Colombia, Ecuador, Nicaragua, Peru and Venezuela. All other businesses, the most significant being the wireless operations in Brazil, are accounted for under the equity method, and accordingly their results are reported as Net earnings (losses) of equity affiliates.


(1)	The amounts shown are for our consolidated properties and do not include customer data for our unconsolidated properties.

Segment operating revenues decreased $31 in 2001 and increased $561 in 2000. The 2001 results were negatively affected by numerous factors including:


	•	The continued weakening of our Latin American operations’ local currencies against the U.S. Dollar. Absent changes in foreign currency exchange rates, revenues would have been $156 higher in 2001;

	•	Unfavorable changes in the interconnection agreements as well as changes in telecommunication regulation, which reduced revenues by approximately $64;

	•	Decreases in equipment revenues at our operations in Venezuela and Argentina totaling $55, attributable to a reduction in gross customer additions from 2000;

	•	A $49 decrease in advertising and publishing revenues attributable to increased competitive and economic pressures on our wireless operations in Brazil; and

	•	The loss of $63 in revenues from BellSouth Access, a wholesale communications provider. This operation was shut down in November 2000.

These decreases were partially offset by a $189 increase in the revenues from the Colombian operations

The 2000 revenue increase was primarily due to substantial growth in the customer bases of our consolidated wireless operations, which collectively increased by 2.8 million customers or 67.1%. Included in this increase were 859,000 customers in the Colombian operations. The 2000 increase also includes:


	•	Unfavorable changes in foreign currency exchange rates significantly offset growth during 2000; absent changes in those rates, revenues would have been $289 higher in 2000;

	•	$147 of revenues attributable to the Colombian wireless operations acquired in mid-2000 and the consolidation of the Nicaraguan operations beginning first quarter 2000;

	•	Growth in advertising and publishing revenues in Brazil and Peru totaling $66 in 2000;

	•	Higher equipment revenues resulting from higher gross customer additions and an increase in prepaid customers who generally pay higher prices for equipment; and

	•	$82 in new revenues from the long distance business in Argentina, which commenced in the first quarter of 2000.

Growth in both years was offset by declining monthly revenue per customer resulting from continued expansion into lower-usage customer segments through offerings such as prepaid cellular service as well as economic and competitive pressures in the region.

Operational and support expenses decreased $261 in 2001 and increased $462 in 2000. The 2001 decrease was the result of reductions in expenses resulting from a 17.4% decline in gross customer additions and reductions in administrative costs, partially offset by increased expenses from a full year of the Colombian operations. The increase in 2000 was primarily the result of operational and customer acquisition costs associated with growth in customer levels and expanded operations. The 2000 increase also includes $125 of expenses attributable to the Colombian wireless operations which were acquired in mid-2000 and the consolidation of the Nicaraguan operations beginning first quarter 2000. Since 1999, our existing operations have added 1.8 million customers in Argentina, Chile and Venezuela. We have also added approximately 1.6 million customers through the acquisition and development of businesses in Colombia, Ecuador, Nicaragua and Peru.

Operational and support expenses denominated in local currencies were favorably impacted by the weakening of foreign currencies against the U.S. Dollar. Absent changes in foreign currency exchange rates, operational and support expenses would have been $105 higher in 2001 and would have been $177 higher in 2000.

Depreciation expense decreased $20 in 2001 and increased $92 in 2000. The decrease in 2001 is a result of lower depreciation in Venezuela due to a change in the useful life of network equipment effective first quarter 2001 offset by higher gross depreciable plant resulting from the continued investment in our wireless network infrastructure. Amortization expense increased $20 during 2001 as a result of the intangibles related to our purchase of the operations in Colombia.

The increase in 2000 is due primarily to higher gross depreciable plant resulting from the continued investment in our wireless network infrastructure. Amortization expense increased $63 during 2000 as a result of the intangibles related to our purchase of the operations in Colombia and acquisition activity during 1999 related to an increase in our ownership in Peru and purchases of interests in advertising and publishing entities in Brazil.

Net losses from our Latin American equity affiliates improved $9 to $(36) in 2001 and $1 to $(45) in 2000.

Our domestic advertising and publishing segment is comprised of companies in the U.S. that publish, print, sell advertising in and perform related services concerning alphabetical and classified telephone directories and electronic product offerings.

Revenues increased $25 during 2001 and $106 during 2000. Overall industry growth slowed during 2001 in connection with the economic decline, which lowers demand for advertising. The increases in both 2001 and 2000 were principally a result of volume growth, changes in ad mix and nominal price increases.

Operational and support expenses increased $26 in 2001 and decreased $27 in 2000. The increase in 2001 is attributable to increases of $47 in the directory businesses, partially offset by $21 of lower expense related to electronic media offerings. Provisions for uncollectible receivables was a primary driver of the increase as other costs were held in line with revenue growth. The decrease in 2000 was attributable to lower costs of $45 in the directory businesses attributable to expense control efforts, partially offset by $17 of higher expenses related to electronic media offerings.

All other businesses primarily consists of a captive insurance subsidiary and equity investments in wireless operations in Germany, Denmark and Israel.

Revenues and expenses were derived primarily from the sale of insurance on wireless handsets and amortization of deferred revenues related to a transaction with Crown Castle to monetize wireless towers in 1999. In addition, revenues for 2000 and 1999 included revenues from wireless data operations in Belgium, the Netherlands and the United Kingdom which were sold in mid-2000.

Net earnings of equity affiliates declined $36 in 2001 and $30 in 2000. The declines were attributable to the German operations, partially offset by income from the operations in Denmark and Israel.

During 2001, we sold a 24.5% ownership interest in Skycell, an Indian wireless venture.

Cash generated by operations decreased $592 during 2001 and increased $391 during 2000. The decrease in 2001 was driven primarily by the contribution of our domestic wireless operations to the Cingular joint venture in 2000. Those operations, which were contributed in October 2000, generated total operating cash flow of $892 during the first three quarters of 2000. This decrease was partially offset by favorable timing of tax and other payments supporting operational activity.

The increase in 2000 was driven by higher revenues, offset significantly by a $530 decrease in proceeds associated with the sublease of wireless towers to Crown Castle. Partially offsetting these impacts were higher working capital demands to support growth in our communications group, substantial increases in the wireless customer base and initiatives such as Internet and long distance.

During 2001, we invested $5,997 for capital expenditures to support our wireline and wireless networks, to promote the introduction of new products and services and to increase operating efficiency and productivity. Significant investments were also made to support deployment of high-speed Internet access and optical fiber-based broadband services. Also during 2001, we advanced $1,850 to E-Plus via demand notes that replaced previously guaranteed debt, invested $279 in loan participation agreements related to the Colombian operations and invested approximately $105 in our wireless operations in Brazil. We also generated approximately $1,100 through the sale of a portion of our investment in Qwest common stock.

During 2001 and 2000, we refinanced a portion of our commercial paper borrowings with proceeds from the issuance of long-term debt. We paid dividends of $0.76 per share during both years.

Our debt to total capitalization ratio was 52.0% at December 31, 2001 compared to 54.2% at December 31, 2000. The change is primarily a function of increases in shareholders’ equity.

Cash flows from operations are our primary source of cash for funding existing operations, capital expenditures, debt interest and principal payments, and dividend payments to shareholders. Should the need arise, however, we believe we are well positioned to raise capital in the public debt markets. At December 31, 2001, our long-term debt rating was Aa3 from Moody’s Investor Service and A+ from Standard and Poor’s. Our short-term credit rating at December 31, 2001 was P-1 from Moody’s and A-1 from Standard and Poor’s. Our commercial paper program at the end of last year was $8.0 billion, but only $2.5 billion was outstanding. We believe we have ready access to the commercial paper market in the event funding in excess of our operating cash flows is needed. Furthermore, we have $2.5 billion in unused committed back-up lines of credit available in case we are unable to access the commercial paper market. We also have a registration statement on file with the SEC under which $2.3 billion of long-term debt securities could be issued. While current liabilities exceed current assets, our sources of funds – primarily from operations and, to the extent necessary, from readily available external financing arrangements – are sufficient to meet all current obligations on a timely basis. We believe that these sources of funds will be sufficient to meet the needs of our business for at least the remainder of 2002.

We anticipate generating more than sufficient cash from operations in 2002 to cover planned capital expenditures of $4.8 billion to $5.0 billion, dividend payments to shareholders, and current maturities of long-term debt. Certain non-recurring events, described below, may absorb additional cash resources.

BellSouth owns approximately 66% of BellSouth Colombia. BellSouth’s partner holds the remaining 34%.

BellSouth has agreed with our partner to a series of related put and call agreements whereby we can acquire, or could be compelled by our partner to acquire, additional shares of the company, up to the partner’s entire interest, at a price approximately equal to appraised fair value. Our partner has the right to put to us approximately one-half of his 34% interest in the Colombian operations in 2002. The remaining balance can be put to us beginning in 2006 until 2009. BellSouth’s first call option for up to a number of shares currently equal to approximately 10.5% of BellSouth Colombia’s outstanding common stock is first exercisable in December 2003. We cannot determine whether BellSouth or its partner will exercise their rights under the agreement, or the amount if exercised.

BellSouth owns approximately 78% of Telcel, our Venezuelan operation. Telcel’s other major shareholder holds an indirect 22% interest in Telcel. That shareholder has the right to require BellSouth to purchase (the puts), and BellSouth has the right to require that shareholder to sell (the calls) to BellSouth, approximately half of that shareholder’s interest in Telcel in 2000 and the remaining balance in 2002. In 2000, the shareholder initiated a process for appraising the value of its interest in Telcel. If BellSouth exercises its call right, BellSouth would purchase that shareholder’s interest at between 100% and 120% of its appraised fair value. If the shareholder elects to require BellSouth to purchase the interest, BellSouth would do so at between 80% and 100% of its appraised fair value. We cannot determine whether BellSouth or its partner will exercise their rights under the agreement, or the amount if exercised.

Other events that may absorb additional cash resources are discussed below under “Operating Environment and Trends of the Business — Latin America Economic Trends.”

On January 22, 2002, the SEC issued FR-61 Commission Statement about Management’s Discussion and Analysis of Financial Condition and Results of Operations. The release sets forth certain views of the Commission regarding disclosure that should be considered by registrants. Disclosure matters addressed by the release are liquidity and capital resources including off-balance sheet arrangements, certain trading activities that include non-exchange traded contracts accounted for at fair value, and effects of transactions with related and certain other parties. The following tables set forth the information and format described in the release with regard to disclosures about contractual obligations and commercial commitments. These disclosures are also included in the notes to the financial statements and cross referenced in the tables below.

The following table discloses aggregate information about our contractual obligations and the periods in which payments are due:

The following table discloses aggregate information about our commercial commitments. Commercial commitments are items that BellSouth could be obligated to pay in the future. They are not included in our consolidated balance sheet.


¹	Refers to the notes to BellSouth’s consolidated financial statements included herein.

²	The total unconditional purchase obligation includes $490 related to agreements with Qwest and Nortel that do not stipulate annual minimum purchases. The agreement with Qwest expires in four years and the Nortel agreement expires in 2003.

³	The amounts due for the interest rate swaps and forward contracts are based on market valuations at December 31, 2001. Actual payments, if any, may differ at settlement date.

⁴	The total amount that could be paid under the agreements is based on appraised fair market value. These entities are not publicly traded and therefore a determination of fair market value is not practicable as of the date of this filing. These agreements expire in 2003 for Venezuela and 2009 for Colombia.

⁵	Fair value of derivative financial instruments are provided by external sources, primarily the counterparty to the contract.

We own an approximate 40% interest in Cingular. We generated revenues of approximately $230 in 2001 and $65 in 2000 from the provision of local interconnect and long distance services to Cingular. We also earned $287 in 2001 and $72 in 2000 from interest income on advances to Cingular.

We have also made advances to several other affiliates. These advances totaled $2,888 at December 31, 2001 and $1,094 at December 31, 2000. We earned $89 in 2001, $56 in 2000 and $51 in 1999 from interest income on these advances.

We are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes, changes in equity investment prices and foreign currency exchange rate fluctuations. To manage this exposure, we employ risk management strategies including the use of derivatives such as interest rate swap agreements, foreign currency forwards and currency swap agreements. We do not hold derivatives for trading purposes.

Our objective in managing interest rate risk is to maintain a balance of fixed and variable rate debt that will lower our overall borrowing costs within reasonable risk parameters. Interest rate swaps are used to convert a portion of our debt portfolio from a variable rate to a fixed rate or from a fixed rate to a variable rate.

The functional currency for most of our foreign operations is the local currency. The translation of income statement and balance sheet amounts of these entities into U.S. Dollars are recorded as cumulative translation adjustments, which are included in accumulated other comprehensive income (loss) in our consolidated balance sheets. We have not hedged our accounting translation exposure to foreign currency fluctuations relative to these investments.

Our objective in managing foreign exchange risk is to protect against cash flow and earnings volatility resulting from changes in foreign exchange rates. Short-term foreign currency transactions and commitments expose us to changes in foreign exchange rates. We occasionally enter into forward contracts and similar instruments to mitigate the potential impacts of such risks. The success of these strategies, however, depends on many factors and, as a result, such hedging may be ineffective.

Several of our foreign operations hold U.S. Dollar-denominated debt and recognize foreign currency gains or losses based on movements in the exchange rate between the U.S. Dollar and local currencies. Our proportionate share of these liabilities was $1.56 billion at December 31, 2001. The equity income related to these investments is subject to fluctuations in the U.S. Dollar/ local currency exchange rate. See “Operating Environment and Trends of the Business—Foreign Risks.”

Our use of derivative financial instruments is designed to mitigate foreign currency and interest rate risks, although to some extent they expose us to credit risks. The credit risks associated with these instruments are controlled through the evaluation and continual monitoring of the creditworthiness of the counterparties. In the event that a counterparty fails to meet the terms of a contract or agreement, our exposure is limited to the current value at that time of the currency rate or interest rate differential and not the full notional or contract amount. Such contracts and agreements have been executed with creditworthy financial institutions, and as such, we consider the risk of nonperformance to be remote.

The following table provides information, by maturity date, about our interest rate sensitive financial instruments, which consist of fixed and variable rate debt obligations and includes the debt of our consolidated Latin American operations. Fair values for the majority of our long-term debt obligations are based on quotes from dealers.

Our consolidated debt at December 31, 2001 was $20,125 representing the debt of all consolidated subsidiaries. We have minority partners in various consolidated wireless properties as well as significant investments in other wireless properties that are not consolidated for accounting purposes due to the fact that we do not exercise control over those operations. The following table presents our proportionate share of total debt for all of our investments — adjusting our share of debt in each of our consolidated subsidiaries or equity method investments based on ownership percentages.

Debt attributable to minority partners represents our minority partners’ share of external debt included in our consolidated balance sheet at December 31, 2001.

Debt associated with unconsolidated investments relates primarily to our interests in Cingular and Brazil. This is non-recourse debt.

The nation’s economy went into a recession beginning in March 2001. The output of goods and services grew an estimated 1.1% for 2001 after expanding 4.1% for 2000. The unemployment rate reached 5.8% in December 2001, up from an average of 4.0% during 2000. The manufacturing sector has contracted more sharply than other sectors of the economy. Industrial production in December 2001 had declined 7.0% from its peak in June 2000. The Southeast region with its large manufacturing base has been especially adversely affected by the recession. In the nine-state region served by BellSouth Telecommunications, Inc., manufacturing employment declined 5.4% from December 2000 to December 2001. Total employment in the region fell 0.1% during that period. The national economy and the regional economy are expected to recover in 2002. Demographic trends in the nine-state region remain favorable. Population growth has averaged 1.5% annually, with net migration adding more than 500,000 people to the region each year. This growth is likely to bring stronger demand for telecommunications services. The heightened competition faced by BellSouth Telecommunications, Inc. and the growing percentage of revenues from unregulated businesses have raised the susceptibility of BellSouth’s financial performance to cycles in the economy.

Economic conditions in Latin America have been deteriorating as the U.S. economy has entered a recession. Certain of our partners in our international operations have advised us that they may be unable or unwilling to provide their share of any additional equity capital contributions. In certain cases, the same operations’

banks have advised us that they will require that the shareholders in the operations provide additional equity, loans or shareholder guarantees as a condition to the banks’ providing additional debt financing or extending the maturity of, or renewing, existing debt financing.

The following table presents our investments in, and related commitments, for our four largest operations in Latin America at the end of 2001.


(a)	Represents BellSouth’s proportionate share of each operation’s non-shareholder related debt. All debt is non-recourse.


(b)	We will continue to record losses for our Brazil operations until the sum of our investment in and advances to these operations equal zero.

Brazil. Brazil’s gross domestic product (GDP) growth slowed markedly in the second half of 2001 due mostly to a decline in industrial production during the third quarter. Estimated real GDP growth for the year is about 1.5%. Monetary policy has been kept tight to limit inflation and to bolster the currency. The Brazilian Real depreciated about 40.0% compared to the U.S. Dollar in mid-2001, but rebounded to finish the year down 17.0%. Slow economic growth in the range of 2.0 to 2.5% is expected in 2002.

In Brazil, our partners and we are discussing with our banks the funding requirements of our Brazilian operations for 2002, including the source of funds for required principal payments to the banks. We have not yet agreed as to the sources of funds for these requirements and there can be no assurance that we will reach agreement.

Argentina. Argentina’s economy is in its fourth year of recession. The Argentine government has removed the peg of the peso to the U.S. Dollar, resulting in a significant devaluation of the peso against the dollar. The Argentine government has also defaulted on the payment of its debt obligations. Whether companies doing business in Argentina will default on their obligations depends upon their own financial condition, and, in the case of U.S. Dollar obligations, continued access to the foreign exchange markets.

Default and currency devaluation, although long-anticipated, have resulted in considerable uncertainty about the government’s political stability, its management of the economy and the current exchange rate regime. Economic activity slowed sharply in the last weeks of 2001, and real GDP declined an estimated 2.8% for the year. The outlook is poor for 2002 with real GDP expected to drop another 5.0 to 6.0%. Inflation seems likely to return to Argentina as a consequence of the currency devaluation.

After giving effect to the devaluation, our Argentine operation is no longer in compliance with the financial covenants of two U.S. Dollar-denominated loans. Although there can be no assurance, we expect that this operation will be able to continue to make interest payments on these loans so long as the government allows access to the foreign exchange markets, and we anticipate that this operation will seek from its banks a waiver of any default and a renegotiation of its financial covenants and a restructuring of its principal payments.

Venezuela. Economic growth was sluggish in 2001. Public expenditures, financed by taxation of oil revenues, provided most of the growth. The banded exchange rate helped to restrain inflation to 13.0% but the elimination of such band in February 2002 may cause an increase in inflation going forward. Lifting the band on the currency should increase the competitiveness of the non-oil private sector. The fiscal deficit is near 5.0% of GDP and is an ongoing problem. Political risk spiraled upward in the last months of 2001 as the presidency of Hugo Chavez encountered difficulties in its relationships with both labor unions and the business community. Uncertainty over economic policies has risen. Economic growth will remain moderate at best in 2002.

From time to time, the Venezuelan government has considered imposing foreign exchange controls. If implemented, our ability to repatriate funds from this operation would be adversely affected.

Colombia. Weak demand domestically and for its exports caused Colombia’s economic growth to be below expectations in 2001. Real GDP growth was likely below 3.0% and could end up nearer to 2.0% for the year. An expected, albeit modest, recovery of export demand should boost growth back over 3.0% in 2002. The weak economy has lowered inflation to 8.0%, and it is expected to remain below 10.0% in the near term. Economic growth will be slow until confidence returns and investment spending picks up. That might take some time as the peace process has been stumbling and the political outlook is uncertain. The exchange rate was relatively stable in 2001. Given the risky economic and political environment, some volatility going forward should be expected.

Our partner in Colombia has the right to put to us approximately half of its 34% interest in our Colombian operations, beginning in June 2002. In December 2002,

we have the right to put to our partner U.S. $35 of debt in our Colombian operations. We are discussing the funding requirements for our Colombian operations for 2003, including the source of funds for required principal payments to our operation’s banks, with our partner and the banks.

The FCC regulates rates and other aspects of carriers’ provision of interstate telecommunications services while state regulatory commissions have jurisdiction over carriers’ provision of intrastate telecommunications services. Our future operations and financial results will be substantially influenced by developments in a number of federal and state regulatory proceedings. Adverse results in these proceedings could materially affect our revenues, expenses and ability to compete effectively against other telecommunications carriers.

Price Regulation. The FCC regulates interstate prices using a price regulation plan, which limits aggregate price changes to the rate of inflation, minus a productivity offset, plus or minus other cost changes recognized by the FCC. The productivity factor can vary among services. Interstate prices have been decreasing over the last few years as a result of low inflation in the U.S. economy.

Our intrastate prices are regulated under price regulation plans provided by statute or approved by state public service commissions. Under these plans, the state regulatory commissions or state legislatures have established maximum prices that can be charged for certain telecommunication services. Some plans are subject to periodic review and may require renewal. These commissions generally may require price reductions and other concessions from us as a condition to approving these plans. The Mississippi Public Service Commission has completed its review of the Mississippi price regulation plan. In an order dated October 31, 2001, the Mississippi Commission approved the plan for an additional six year term with certain modifications, including new performance measures. We expect that the plan in North Carolina will be reviewed during June 2002. Upon review or renewal, a regulatory commission could require substantial modifications to prices and other terms of these plans. In addition, a petition by the South Carolina Consumer Advocate to review the level of our earnings under a subsequently invalidated price regulation plan in South Carolina is currently on appeal.

Access Charge Reform. Federal policies implemented by the FCC have strongly favored access reform, whereby the historical subsidy for local service that is contained in network access charges paid by long distance carriers is moved to end-user charges or universal service funds, or both.

In May 2000, the FCC released an order, referred to as the CALLS order, designed to result in lower consumer prices for long distance service by reforming the way in which access costs are recovered. The order applies to all local exchange carriers operating under price caps, and as such covers BellSouth. The order reduces the productivity factor to 0.0% for products that meet price targets as specified in the order. Although the order reduces the access charges paid to BellSouth by other carriers, we are able to increase subscriber line charges paid by residential and single-line business customers each year through 2003. Any increases which we request after July 2001 are subject to a cost review. In December 2001, the FCC began a cost review associated with a $1.00 increase in the residential and single-line business subscriber line charge that is scheduled to take effect July 1, 2002. If the increase in residential and single-line business subscriber line charges is permitted to take effect, there will be a corresponding decrease in the charges paid by carriers.

Also on April 27, 2001, the FCC released an Order on Remand and Report and Order addressing the issue of compensation for ISP traffic. In its Order, the FCC acknowledged that dial-up calls to Internet service providers are not local calls, but instead are “information access” traffic exempt from the reciprocal compensation provisions of the Telecommunications Act of 1996. The FCC has implemented a three-year interim period during which local carriers will pay intercarrier compensation for such calls in decreasing increments. After the three-year interim period, the new rules on intercarrier compensation to be adopted in connection with the Notice of Proposed Rulemaking referred to above are expected to be in effect. If no rules have been adopted by that time, the intercarrier compensation in effect at the end of the third year would remain in

effect. An appeal of the FCC Order is pending. If the Order is not affirmed on appeal, the rates we pay for Internet service provider traffic and other traffic subject to the FCC rates could change. Although we cannot currently estimate the possible change, we believe it could have an adverse effect on our expenses.

The FCC has considerable authority to establish policies for pricing and terms of local interconnection that had once been considered the exclusive jurisdiction of the state regulatory authorities. We expect the FCC to continue policies that promote local service competition. In addition, there are other aspects of access charges and universal service fund contribution requirements that continue to be considered by the state and federal regulatory commissions that could result in greater expense levels or reduced revenues.

Universal Service. Historically, network access charges paid by other carriers were set at levels that subsidized the cost of providing local residential service. The Telecommunications Act of 1996 requires that the FCC identify and remove the historical implicit local service subsidy from network access rates, arrange for a universal service fund to ensure the continuation of service to high-cost, low-income service areas and develop the arrangements for payments into that fund by all carriers. The FCC’s universal service order established funding mechanisms for high-cost and low-income service areas. We began contributing to the new funds in 1998 and are recovering our contributions through increased interstate charges to retail end users. We began receiving support for service to residents in Alabama, Kentucky, Mississippi and South Carolina in January 2000.

FCC Interconnection Order. In connection with the requirements of the Telecommunications Act of 1996, the FCC has adopted rules governing interconnection and related matters. The FCC has jurisdiction to set pricing standards for certain interconnection services between incumbent carriers and other carriers to be implemented by the state commissions. In December 2001, the FCC commenced its first triennial review of its policies concerning unbundled network elements. During the course of the proceeding, the FCC is expected to consider the circumstances under which incumbent local exchange carriers must make parts of their networks available to requesting carriers and will resolve any outstanding issues related to unbundled network elements. A decision increasing the unbundled network elements that we are required to make available, including allowing the substitution of unbundled network elements for special access services, to requesting carriers could have a material adverse effect on our revenues and results of operations.

Long Distance. In October 2001, we filed applications with the FCC to offer long distance service to customers in Louisiana and Georgia. These filings, which followed the unanimous approval by the Public Service Commissions (PSC) in Louisiana and Georgia, were withdrawn in December 2001. We refiled applications with the FCC to offer long distance service to customers in those states in February 2002. In October 2001, the Mississippi PSC unanimously endorsed BellSouth’s state-level filing to provide long distance service. We have also made filings with the PSCs in each of Alabama, Florida, Kentucky, North Carolina, South Carolina and Tennessee to review our compliance with the requirements for obtaining long distance authority. We expect to file an application with the FCC for each state at the appropriate point in the state commission’s consideration. We do not know if the FCC will require further changes in our network interconnection elements and operating systems before it will approve such petitions. Any such changes could result in significant additional expense and increased local service competition from CLECs that use our network.

Broadband Regulation. The FCC, various state public service commissions and Congress are all considering whether to adopt rules and regulations relating to the provision of broadband services. We are unable to predict whether any such regulations will be adopted. Any regulations relating to our provision of broadband services could adversely affect our business and results of operations.

Other State Regulatory Matters. In 2000, the Florida Public Service Commission issued a proposed agency action stating that our change in 1999 from a late charge based on a percentage of the amounts overdue to a flat rate fee plus an interest charge violated the Florida price regulation statute and voted that approximately $65 should be refunded. We protested the decision. On August 30, 2001, the Commission issued an order adopting its proposed action. We have appealed to the Florida Supreme Court and continue to collect the charges subject to refund. The total amount as of December 31, 2001 subject to potential refund was $83, including interest. No accrual has been recorded in the consolidated financial statements related to this matter.

During 2001, the Georgia and Louisiana Public Service Commissions each adopted new company performance measures, which will be used as one means to assess our wholesale service quality to competitive local exchange carriers. In addition, these Commissions each adopted a Self Enforcement Plan. Generally, the Self Enforcement Plans consist of three tiers. Under tier 1, we will be required to pay remedial sums to individual competitive local exchange carriers if we fail to meet

certain performance criteria set by the relevant Commission. Under tier 2, we will pay additional sums directly to the State Treasury for failing to meet certain performance metrics. Under tier 3, if we fail to meet certain performance criteria, then our marketing and sales of long distance services allowed by the Telecommunications Act of 1996 may be suspended. Each Commission caps our annual liability under its Plan. We have made payments under each Self Enforcement Plan and we may be required to make payments in the future.

We are involved in numerous legal proceedings associated with state and federal regulatory matters, the disposition of which could materially impact our operating results and prospects. See note M to our consolidated financial statements.

Our reporting currency is the U.S. Dollar. However, most of our revenues are generated in the currencies of the countries in which we operate. In addition, many of our operations and equity investees hold U.S. Dollar-denominated short- and long-term debt. The currencies of many Latin American countries have experienced substantial volatility and depreciation in the past. Declines in the value of the local currencies in which we are paid relative to the U.S. Dollar will cause revenues and expenses in U.S. Dollar terms to decrease and dollar-denominated liabilities to increase in local currency terms. Where we consider it to be economically feasible, we attempt to limit our exposure to exchange rate fluctuations by using foreign currency forward exchange contracts or similar instruments as a vehicle for hedging; however, a substantial amount of our exposures are unhedged.

For a discussion of certain of these factors that are currently affecting our operations in Latin America, see “Operating Environment and Trends of the Business — Latin American Economic Trends.”

There are many competitive forces that impact our businesses. The Telecommunications Act of 1996 removed the regulatory barriers to local service competition in the wireline market and required incumbent carriers such as us to open our networks to other carriers. In the wireless market, the auction of PCS licenses has created as many as six new wireless competitors in domestic markets in addition to resellers, and the deregulation of international communications markets has introduced new global competitors to nearly all of our international businesses.

We expect local service competition to steadily increase, particularly with respect to business customers. We are losing market share with respect to business customers, particularly small business customers. Our business customers produce higher profit margins for us than residential customers. Competition for local service revenues could adversely affect our results of operations if lost revenues are not offset by revenues arising from our being authorized to offer in-region interLATA long distance wireline services, or from revenues arising from our other initiatives, such as data and broadband services. It is uncertain when we will be authorized to offer in-region interLATA long distance wireline services.

The presence of multiple aggressive competitors in our domestic and international wireless markets makes it more difficult for Cingular and for us to attract new customers and retain existing ones. Furthermore, while we do not compete primarily on the basis of price, low prices offered by competitors attempting to obtain market share have pressured us to reduce prices and

We plan to compete through aggressive marketing, competitive pricing, bundled services and technical innovation. We will offer consumers a full range of services—local, long distance, Internet access, wireless and more—while remaining committed to our high level of customer service and value.

We are continually upgrading our networks with digital and optical technologies, making them capable of delivering a full complement of voice and data services. This modernization of the network is critical to our success in providing the data connectivity demanded by customers and to compete with fiber networks being constructed or currently utilized by start-ups and cable companies. This continuing effort will require investment of significant amounts of capital in the future.

Digital wireless technology is rapidly evolving and the development of a common roaming platform for digital wireless technologies could result in more intense competition and have an adverse effect on our results of operations.

We have various policies that are important to the portrayal of our financial condition and results of operations. These policies require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates or assumptions about the effect of matters that are inherently uncertain. These include the following:


	•	We use the composite group remaining life method and straight-line composite rates to depreciate the assets of our telephone subsidiary as described in note A to our consolidated financial statements. We periodically review data on asset retirement activity, cost of removal and salvage values to determine adjustments to depreciation rates.

	•	Revenues are recorded when services are provided as described in note A to our consolidated financial statements. Our pricing is subject to oversight by both state and federal regulatory commissions. Such regulation also covers services, competition and other public policy issues. Different interpretations by regulatory bodies may result in adjustments to revenues in future periods. We monitor these proceedings closely and make adjustments to revenue accordingly.

	•	We review the valuation of accounts receivable on a monthly basis. The allowance for uncollectible accounts is estimated based on historical experience of write-offs and future expectations of conditions that might impact the collectibility of accounts.

	•	Each year we calculate the costs of providing retiree benefits under the provisions of SFAS 87 and SFAS 106. The key assumptions used in making these calculations are disclosed in note G to our consolidated financial statements. The most significant of these assumptions are the discount rate used to value the future obligation, expected return on plan assets and health care cost trend rates. We select discount rates commensurate with current market interest rates on high-quality, fixed-rate debt securities. The expected return on assets is based on our current view of the long-term returns on assets held by the plans, which is influenced by historical averages. The medical cost trend rate is based on our actual medical claims and future projections of medical cost trends.

	•	Our estimates of deferred income taxes and the significant items giving rise to the deferred assets and liabilities are shown in note I to our consolidated financial statements. These reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to both timing and probability of realization. Actual income taxes could vary from these estimates due to future changes in income tax law or results from final review of our tax returns by taxing authorities.

	•	Our determination of the treatment of contingent liabilities in the financial statements is based on our view of the expected outcome of the applicable contingency. We consult with legal counsel on matters related to litigation and other experts both within and outside the company with respect to matters in the ordinary course of business. We accrue a liability if the likelihood of an adverse outcome is probable of occurrence and the amount is estimable. We disclose the


		matter if either the likelihood of an adverse outcome is only reasonably possible or an estimate is not determinable.

	•	We review long-lived assets for impairment as described in note A to our consolidated financial statements. In analyzing potential impairments, we use projections of future cash flows from the asset. These projections are based on our views of growth rates for the related business, anticipated future economic, regulatory and political conditions, the assignment of discount rates relative to risk and estimates of terminal values.

	•	We have investments in equity securities that are accounted for under the cost method as discussed in note B to our consolidated financial statements. We evaluate whether declines in value are temporary or other-than-temporary. Temporary declines are reflected in other comprehensive income, and other-than- temporary declines are recorded as a realized loss with a new cost basis in the investment being established. This evaluation is based on the duration and extent to which the fair value is less than cost; the financial health of and business outlook for the investee, including industry performance, changes in technology, and operational and financing cash flow factors; and our intent and ability to hold the investment, including strategic factors.


•	a change in economic conditions in domestic or international markets where we operate or have material investments which would affect demand for our services;

•	changes in U.S. or foreign laws or regulations, or in their interpretations, which could result in the loss, or reduction in value, of our licenses, concessions or markets, or in an increase in competition, compliance costs or capital expenditures;

•	a decrease in the growth rate of demand for the services which we offer;

•	the intensity of competitive activity and its resulting impact on pricing strategies and new product offerings;

•	protracted delay in our entry into the interLATA long distance market;

•	significant deterioration in foreign currencies relative to the U.S. Dollar in foreign countries in which we operate;

•	the potential unwillingness or inability of our partners to fund their obligations to our international joint ventures due to deteriorating economic conditions or other factors;

•	the potential unwillingness of banks or other lenders to lend to our international joint ventures due to deteriorating economic conditions and tightening credit standards;

•	higher than anticipated start-up costs or significant up-front investments associated with new business initiatives;

•	the outcome of pending litigation;

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

•	the impact of terrorist attacks on our business; and

•	the impact and the success of the wireless joint venture with SBC Communications, known as Cingular Wireless, including marketing and product development efforts, technological change and financial capacity.

These financial statements have been prepared in conformity with generally accepted accounting principles and have been audited by PricewaterhouseCoopers LLP, independent accountants, whose report is contained herein.

The integrity and objectivity of the data in these financial statements, including estimates and judgments relating to matters not concluded by the end of the year, are the responsibility of the management of BellSouth. Management has also prepared all other information included therein unless indicated otherwise.

Management maintains a system of internal accounting controls which is continuously reviewed and evaluated. However, there are inherent limitations that should be recognized in considering the assurances provided by any system of internal accounting controls. The concept of reasonable assurance recognizes that the cost of a system of internal accounting controls should not exceed, in management’s judgment, the benefits to be derived. Management believes that BellSouth’s system does provide reasonable assurance that the transactions are executed in accordance with management’s general or specific authorizations and are recorded properly to maintain accountability for assets and to permit the preparation of financial statements in conformity with generally accepted accounting principles. Management also believes that this system provides reasonable assurance that access to assets is permitted only in accordance with management’s authorizations, that the recorded accountability for assets is compared with the existing assets at reasonable intervals and that appropriate action is taken with respect to any differences. Management also seeks to assure the objectivity and integrity of its financial data by the careful selection of its managers, by organizational arrangements that provide an appropriate division of responsibility and by communications programs aimed at assuring that its policies, standards and managerial authorities are understood throughout the organization. Management is also aware that changes in operating strategy and organizational structure can give rise to disruptions in internal controls. Special attention is given to controls while the changes are being implemented.

Management maintains a strong internal auditing program that independently assesses the effectiveness of the internal controls and recommends possible improvements thereto. In addition, as part of its audit of these financial statements, PricewaterhouseCoopers LLP completed a review of the accounting controls to establish a basis for reliance thereon in determining the nature, timing and extent of audit tests to be applied. Management has considered the internal auditor’s and PricewaterhouseCoopers LLP’s recommendations concerning the system of internal controls and has taken actions that it believes are cost-effective in the circumstances to respond appropriately to these recommendations. Management believes that the system of internal controls was adequate to accomplish the objectives discussed herein.

Management also recognizes its responsibility for fostering a strong ethical climate so that BellSouth’s affairs are conducted according to the highest standards of personal and corporate conduct and in compliance with applicable laws and regulations. This responsibility is communicated to all employees through policies and guidelines addressing such issues as conflict of interest, safeguarding of BellSouth’s real and intellectual properties, providing equal employment opportunities and ethical relations with customers, suppliers and governmental representatives. BellSouth maintains a program to assess compliance with these policies and our ethical standards through its Senior Vice President—Corporate Compliance and Corporate Secretary.

In our opinion, based on our audits and the report of other auditors, the accompanying consolidated balance sheets and the related consolidated statements of income, of cash flows and of shareholders’ equity and comprehensive income present fairly, in all material respects, the financial position of BellSouth Corporation and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Cingular Wireless, LLC, an equity method investee. BellSouth’s financial statements include an investment of $2,489 million as of December 31, 2001, and equity method income of $675 million for the year then ended. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the 2001 amounts included for Cingular Wireless, LLC, is based solely on the report of the other auditors. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

As discussed in Note A to the consolidated financial statements, in 2000 BellSouth Corporation adopted Staff Accounting Bulletin No. 101 and changed its method of accounting for certain revenues.

We have audited the consolidated balance sheet of Cingular Wireless LLC as of December 31, 2001, and the related consolidated statement of operations, changes in members’ capital, and cash flows for the year then ended (not presented separately herein). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cingular Wireless LLC at December 31, 2001 and the consolidated results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

The accompanying notes are an integral part of these consolidated financial statements.


(a)	Trust and treasury shares are not considered to be outstanding for financial reporting purposes. As of December 31, 2001, there were approximately 36 shares held in trust and 107 shares held in treasury.


(b)	Net unrealized losses include adjustments for realized gains of $17 in 2000 and realized losses of $129 in 2001.

The accompanying notes are an integral part of these consolidated financial statements.

In this report, BellSouth Corporation and its subsidiaries are referred to as “we” or “BellSouth.”

We are an international telecommunications company headquartered in Atlanta, Georgia. For management purposes, our operations are organized into four reportable segments: Communications group; Domestic wireless; Latin America; and Domestic advertising and publishing.

The consolidated financial statements include the accounts of BellSouth’s wholly-owned subsidiaries and subsidiaries in which we have a controlling financial interest. Investments in businesses which we do not control, but have the ability to exercise significant influence over operations and financial policies, are accounted for using the equity method. We report our results on a calendar-year basis, except for our international operations which we report on a one-month lag basis. All significant intercompany transactions and accounts have been eliminated. During fourth quarter 2000, we contributed our domestic wireless operations to a joint venture with SBC Communications, forming Cingular. We own an approximate 40% economic interest in the venture and share control with SBC. Accordingly, we account for this investment under the equity method. Certain revenue and expense trends are impacted by the change from consolidation to equity method treatment for the periods presented. Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current year’s presentation.

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles. Such financial statements include estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the amounts of revenues and expenses. Actual results could differ from those estimates.

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Investments with an original maturity of over three months to one year are not considered cash equivalents and are included as other current assets in the consolidated balance sheets. Interest income on cash equivalents and temporary cash investments was $93 for 1999, $93 for 2000 and $86 for 2001. At December 31, 2001, cash and cash equivalents primarily consisted of cash held by our operations in Venezuela.

New and reusable material held at our telephone subsidiary is carried in inventory, principally at average original cost, except that specific costs are used in the case of large individual items. Non-reusable material is carried at estimated salvage value. Inventories of our other subsidiaries are stated at the lower of cost or market, with cost determined principally on either an average cost or first-in, first-out basis.

The investment in property, plant and equipment is stated at original cost. For plant dedicated to providing regulated telecommunications services, depreciation is based on the composite group remaining life method of depreciation and straight-line composite rates determined on the basis of equal life groups of certain categories of telephone plant acquired in a given year. This method requires the periodic revision of depreciation rates. When depreciable telephone plant is disposed of, the original cost less net salvage value is charged to accumulated depreciation. The cost of other property, plant and equipment is depreciated using either straight-line or accelerated methods over the estimated useful lives of the assets. Depreciation of property, plant and equipment was $4,398 for 1999, $4,492 for 2000 and $4,195 for 2001. Gains or losses on disposal of other depreciable property, plant and equipment are recognized in the year of disposition as an element of Other income (expense), net.

Goodwill is the excess consideration paid over the fair value of net tangible assets acquired in business combinations; other intangibles includes amounts allocated to acquired licenses and customer lists. These assets are being amortized using the straight-line and accelerated methods over periods of benefit that do not exceed 40 years. Intangible assets also include amounts capitalized for computer software costs, which are amortized over periods of benefit of 3 to 5 years.

The carrying value of intangible assets is periodically reviewed to determine whether such intangibles are fully recoverable from projected net cash flows of the related business unit. Amortization of such intangibles was $273 for 1999, $443 for 2000 and $587 for 2001.

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technological or other industry changes. For assets we intend to hold for use, if the total of the expected future undiscounted cash flows is less than the carrying amount of the asset, we recognize a loss for the difference between the fair value and carrying value of the asset. For assets we intend to dispose of, we recognize a loss for the amount that the estimated fair value, less costs to sell, is less than the carrying value of the assets.

Assets and liabilities of foreign subsidiaries and equity investees with a functional currency other than U.S. Dollars are translated into U.S. Dollars at exchange rates in effect at the end of the reporting period. Foreign entity revenues and expenses are translated into U.S. Dollars at the average rates that prevailed during the period. The resulting net translation gains and losses are reported as foreign currency translation adjustments in shareholders’ equity as a component of accumulated other comprehensive income (loss). Operations in countries with hyperinflationary economies consider the U.S. Dollar the functional currency.

Exchange gains and losses on transactions and equity investments denominated in a currency other than their functional currency are generally included in results of operations as incurred unless the transactions are hedged. See Derivative Financial Instruments below.

We generally enter into derivative financial instruments only for hedging purposes. Deferral accounting is applied when the derivative reduces the risk of the underlying hedged item effectively as a result of high inverse correlation with the value of the underlying exposure. If a derivative instrument either initially fails or later ceases to meet the criteria for deferral or hedge accounting, any subsequent gains or losses are recognized currently in income.

Revenues are recognized when earned. Certain revenues derived from local telephone and wireless services are billed monthly in advance and are recognized the following month when services are provided. Print advertising and publishing revenues and related directory costs are recognized upon publication of directories. Revenues derived from other telecommunications services, principally network access, long distance and wireless airtime usage, are recognized monthly as services are provided. Revenues from installation and activation activities are deferred and recognized over the life of the customer relationship which is generally four years. Allowances for uncollectible billed services are adjusted monthly. The provision for such uncollectible accounts was $365 for 1999, $372 for 2000 and $574 for 2001.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101 Revenue Recognition in Financial Statements (SAB 101) which provides guidance on revenue recognition. SAB 101 is effective for fiscal years beginning after December 15, 1999. During 1999 and prior years, consistent with industry practice, we recognized telecommunications service activation fees and related costs at the time of service initiation. Based on guidance in SAB 101, we changed our accounting policies, effectively deferring the recognition of revenue and certain related costs associated with new service activation over the life of the customer relationship. Costs are deferred only to the extent that revenue is deferred.

We accounted for SAB 101 as a change in accounting principle effective January 1, 2000, and therefore have not restated our 1999 financial statements included herein. The net effect of adoption resulted in deferring $1,426 in revenues and certain related costs related to activation services provided prior to January 1, 2000. These revenues and costs are to be recognized over a period of approximately 4 years. Because an equal amount of revenue and expense was deferred, there was no impact on net income for the change in accounting principle.

The cost of maintenance and repairs of plant, including the cost of replacing minor items not resulting in

We expense advertising costs as they are incurred. Our total advertising expense was $539 for 1999, $460 for 2000 and $276 for 2001.

The consolidated balance sheets reflect deferred tax balances associated with the anticipated tax impact of future income or deductions implicit in the consolidated balance sheets in the form of temporary differences. Temporary differences primarily result from the use of accelerated methods and shorter lives in computing depreciation for tax purposes.

For financial reporting purposes, we amortize deferred investment tax credits earned prior to the 1986 repeal of the investment tax credit and also some transitional credits earned after the repeal. The credits are being amortized as a reduction to the provision for income taxes over the estimated useful lives of the assets to which the credits relate.

Basic earnings per share is computed based on the weighted-average number of common shares outstanding during each year. Diluted earnings per share is based on the weighted-average number of common shares outstanding plus net incremental shares arising out of employee stock options and benefit plans. The following is a reconciliation of the weighted-average share amounts (in millions) used in calculating earnings per share:

The earnings amounts used for per-share calculations are the same for both the basic and diluted methods. Outstanding options of 198,000 shares for 1999, 29 million shares for 2000 and 50 million shares for 2001 were not included in the computation of diluted earnings per share because the exercise price of these options was greater than the average market price of the common stock.

Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities” requires that entities recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Gains and losses resulting from changes in the fair values of those derivatives are to be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. In June 2000, the FASB issued SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities,” which amended SFAS No. 133. The amendments in SFAS No. 138 address certain implementation issues and relate to such matters as the normal purchases and normal sales exception, the definition of interest rate risk, hedging recognized foreign-currency-denominated assets and liabilities, and intercompany derivatives.

We adopted SFAS No. 133 and SFAS No. 138 effective January 1, 2001. The impact of implementation was not material. The fair value of derivative instruments at December 31, 2001 was $(76).

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method is prohibited. SFAS No. 141 also provides new criteria to determine whether an acquired intangible asset should be recognized separately from goodwill.

Upon adoption of SFAS No. 142, amortization of existing goodwill will cease and the remaining book value will be tested for impairment at least annually at the reporting unit level using a new two-step impairment test. Amortization of goodwill recorded on equity investments will also cease, but this embedded goodwill will continue to be tested for impairment under current accounting rules for equity investments. In addition, we will have adjustments to the equity in net income of affiliates line item

to reflect the impact of adopting these new statements on the operations of our equity investments. We adopted both statements effective January 1, 2002. As a result of the implementation of this standard, we will cease to amortize goodwill and domestic wireless licenses and therefore expect an after-tax increase of net income of approximately $135 in 2002. During 2002, we will perform the first of the required impairment tests of goodwill as of January 1, 2002, and we have not yet determined what the effect of these tests will be on our earnings and financial position. Any impairment resulting from our initial application of the statements will be recorded as a cumulative effect of accounting change as of January 1, 2002.

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” This standard provides the accounting for the cost of legal obligations associated with the retirement of long-lived assets. SFAS No. 143 requires that companies recognize the fair value of a liability for asset retirement obligations in the period in which the obligations are incurred and capitalize that amount as a part of the book value of the long-lived asset. That cost is then depreciated over the remaining life of the underlying long-lived asset. We are required to adopt SFAS No. 143 effective January 1, 2003. We are currently evaluating the impact this new standard will have on our future results of operations or financial position.

We hold investments in various domestic and international partnerships and ventures which are accounted for under the equity method. We also hold investments in equity securities which are accounted for under the cost method. Investments and advances at December 31 consist of the following:


(1)	We redeemed AT&T from AB Cellular in December 2000. In January 2001, we contributed our remaining investment to Cingular in accordance with the contribution agreement. This investment was accounted for under the equity method since our control was temporary. See note C for further discussion.

(2)	This investment is accounted for under the equity method due to the existence of significant minority rights that limit our ability to exercise unilateral control over the operation.

(3)	We have advanced approximately $200 to the Brazil-Northeast operations and will continue to record losses until the sum of our investment in and advances to this operation equal zero. We had previously guaranteed debt issued by E-Plus, and accordingly continued to record losses in excess of our equity investment.

(4)	We sold our investment in SkyCell in August 2001. See note C for further discussion.

A summary of combined financial information as reported by our equity investees is set forth below:

In January 1999, the Brazilian Government changed its foreign exchange policy, extinguishing the exchange band through which it had managed the range of the fluctuation of the Real in relation to the U.S. Dollar, allowing the market to freely determine the exchange rate. As a consequence of this change, the Real devalued significantly in relation to the U.S. Dollar in early 1999. The devaluation and subsequent fluctuations in the exchange rate resulted in our Brazilian wireless properties recording net currency losses related to their net U.S. Dollar-denominated liabilities. Our share of the Brazilian foreign currency losses was $308 for 1999, $73 for 2000 and $180 for 2001.

We have investments in marketable securities, primarily common stocks, which are accounted for under the cost method. These investments are comprised primarily of our equity interest in Qwest and are classified as available-for-sale under SFAS No. 115. Under SFAS No. 115, available-for-sale securities are required to be carried at their fair value, with unrealized gains and losses, net of income taxes, recorded in accumulated other comprehensive income (loss) in our statement of changes in shareholders’ equity and comprehensive income. The fair values of our investments in marketable securities are determined based on market quotations. Equity securities that are restricted for more than one year or not publicly traded are recorded at cost.

Over the course of 2001, there has been a broad decline in the public equity markets, particularly in technology and communications stocks, including investments held in our portfolio. Similarly, we experienced significant declines in the value of certain publicly held investments and restricted securities. As a result, we recorded a $1,817 noncash pretax charge to reduce the carrying value of certain strategic investments in publicly traded and private equity securities, principally our investment in Qwest. We concluded that the continuing depressed market of these investments, as well as the difficulties experienced by similar companies, indicated that the decline was other than temporary. This charge is included in Other income (expense), net in the accompanying consolidated statements of income.

The tables below show certain summarized information related to our investments:

At the beginning of 2001, we held 74 million shares of Qwest common stock. During the year, we sold 26.7 million shares for cash proceeds of $1,135 and generated a realized loss of $130. We also tendered 1.7 million shares to Qwest as consideration for services purchased pursuant to a services agreement entered into in January 2001. At December 31, 2001, we held 45.5 million shares of Qwest stock, all of which are classified as available-for-sale.

Other investments at December 31, 2001 consist primarily of $279 in loan participation agreements related to the Colombian operations.

In addition to our equity investments, we have made advances to several of our equity affiliates. The ad-

vances to and notes receivable from our equity investments at December 31 are as follows:

The advances to Cingular carry an interest rate of 7.5% and mature March 31, 2003. We earned $71 in 2000 and $291 in 2001 from interest income on this advance to Cingular. In addition, Cingular owed us $125 at December 31, 2001, which represents receivables incurred in the ordinary course of business, and is included in other current assets.

As part of the February 2000 restructuring of our investment in E-Plus discussed in note C, we agreed to make up to $3 billion of loans available to KPN, our partner in E-Plus. We loaned approximately $443 to KPN during 2000. KPN repaid this advance in January 2002.

In August 2001, we loaned Euro 1,510, or $1,382, directly to E-Plus with an expected March 1, 2004 due date, at LIBOR plus 310 basis points. In October 2001, we loaned Euro 525, or $468, directly to E-Plus with an expected March 1, 2004 due date, at LIBOR plus 185 basis points. E-Plus used the proceeds from these loans to pay down existing third party debt previously guaranteed by BellSouth.

The advances to our partnerships in Brazil bear interest varying at rates based on LIBOR and mature between 2005 and 2007.

We have noncontrolling financial interests ranging from 70% to 80% in the CSL Ventures and 1155 Peachtree Associates real estate partnerships. We have receivables and advances to these partnerships which totalled $161 at December 31, 2000 and $154 at December 31, 2001. The notes receivable bear interest at rates ranging from 7.29% to 7.88% while the advances to these partnerships bear interest at LIBOR + 160 basis points. Principal amounts outstanding at December 31, 2001 are due and payable to us at varying dates through January 15, 2038. The instruments require periodic payments of interest and are collateralized by various real estate holdings.

We earned interest income from the advances to Cingular totalling $72 in 2000 and $287 in 2001. Interest income earned from other advances was $51 in 1999, $56 in 2000 and $89 in 2001.

We have completed various transactions to further our strategy of expanding our core operations and divested of interests that no longer meet our strategic objectives. A summary of significant transactions follows:

In September 2000, we acquired the remaining 44.2% interest in the Carolinas PCS partnership bringing our ownership interest to 100%. The partnership provides PCS service in North Carolina, South Carolina and northeast Georgia. The PCS property and related debt was subsequently contributed to Cingular, which is described below.

In October 2000, we combined our domestic wireless voice and data businesses with those of SBC Communications in a joint venture. Cingular is owned approximately 40% by BellSouth and approximately 60% by SBC Communications but is jointly controlled. The investment in Cingular is accounted for under the equity method; accordingly, we include our share of Cingular’s earnings as Net earnings (losses) of equity affiliates in our consolidated income statements.

As of December 31, 2001, our book investment exceeded our proportionate share of the net assets of Cingular by $77.

In December 2000, we exercised our option to redeem AT&T’s 55.6% partnership interest in AB Cellular Holding, LLC (AB Cellular) as part of a venture agreement with AT&T Wireless Services, by distributing to AT&T the Los Angeles area cellular business. This transaction was accounted for as a non pro rata distribution, and accordingly was accounted for at fair value. As a result of this transaction we reported a pre-tax gain of $479, which is included in Net earnings (losses) of equity affiliates. The overall net income impact of this gain was $292. Our recorded gain represented 44.4% of the excess of the fair value of the Los Angeles net assets over the net book value of those assets.

Upon receiving FCC approval in early January 2001, we contributed our 100% interest in the Houston-area cellular market; 87.35% interest in the Galveston, Texas-area market; and approximately $1,100 in cash, previously held at the AB Cellular equity investment, to Cingular. Our 40% ownership percentage of Cingular did not change as a result of this transaction, however, our book value investment in Cingular increased approximately $1,700.

We invested $20 in a venture in Guatemala that won rights to three PCS licenses which cover a substantial portion of the country. We also raised our ownership interest in our Peruvian communications company through a series of transactions totaling $238, increasing our ownership from 59% to 97%.

In addition, we acquired a non-controlling 40% interest in OESP Midia Ltda., a directory publishing business in Brazil for approximately $23. This investment is accounted for using the equity method. We also acquired 100% of Listel-Listas Telefonicas, a directory publishing business in Brazil, for total consideration of approximately $115.

In May 2000, we completed the purchase of a combination of voting common stock and American Depositary Receipts representing nonvoting preferred stock of Tele Centro Oeste Celular Participacoes SA (TCO), a Brazilian company, for a total purchase price of approximately $240. TCO provides cellular service in central-west Brazil, including Brasilia, as well as northern Brazil. The common stock portion of the investment represents 11.8% of the voting power of TCO. The combined investment in common and preferred stock represents 17.3% of the total capital of TCO. This investment is accounted for under the cost method, subject to the guidelines of available-for-sale securities under SFAS No. 115. In first quarter 2002, we sold the American Depositary Receipts.

In June 2000, we acquired a 50.4% controlling equity interest in Celumóvil S.A. (BellSouth Colombia) for a purchase price of approximately $399, funded by $299 of cash and $100 note which was paid in December 2000. BellSouth Colombia provides wireless service in the Eastern region of Colombia, which includes the capital city of Bogota, and in the Atlantic or coastal region.

In July 2000, BellSouth Colombia acquired 100% of Cocelco, a wireless operator that since 1984 has been serving the Western region of Colombia, which includes the cities of Medellin and Cali. This acquisition was funded by a $384 capital contribution and a $30 shareholder loan from BellSouth. This transaction increased BellSouth’s ownership interest in BellSouth Colombia to approximately 66.0%.

In all transactions, the excess of the respective purchase price over the net book value of the assets acquired was allocated to customer lists, wireless licenses or goodwill. The excess consideration paid over net assets acquired, along with other intangible assets, is being amortized using either straight-line or accelerated methods over periods of benefit, which do not exceed 40 years.

In February 2000, we closed on a previously announced alliance with Royal KPN N.V. (KPN). We utilized our right of first refusal which enabled KPN to acquire a 77.5% interest in E-Plus and allowed us the option after 18 months of converting our 22.5% interest in E-Plus into either 200 million shares of KPN or shares representing at the time an estimated 33.3% ownership interest in KPN’s wireless subsidiary.

As a result of this transaction, we recognized income of $143, or $68 after tax. The gain related to a settlement payment from the selling shareholder regarding a dispute over the terms of the E-Plus shareholder agreement governing the provisions of the sale.

As part of this transaction, we also agreed to make up to $3,000 of loans available to KPN to be used for further wireless investments in Europe and received non-detachable warrants to purchase approximately 90 million additional shares of KPN. Our commitment to lend expires and all loans made under the commitment must be repaid on March 1, 2004.

In January 2002, we elected to convert our investment in E-Plus to shares of KPN — See note S. As part of that transaction, our loan commitment was capped at $1,850.

We sold our 100% interest in Honolulu Cellular for total proceeds of $194. The pretax gain on the sale was $39, or $23 after tax. We also sold our 100% interest in a wireless property located in Dothan, Alabama for total proceeds of $21. The pretax gain on the sale was $16, or $10 after tax.

In July 2000, we sold our ownership interests in mobile data operations in Belgium, the Netherlands and the United Kingdom for total proceeds of $28. These sales generated a pre-tax net loss of $14 and a $30 after-tax gain resulting from tax benefits associated with the sale of the operations in the United Kingdom.

In August 2001, we sold our 24.5% ownership interest in SkyCell Communications, a wireless communications provider in India, for total proceeds of $21. The pretax gain on the sale was $24, or $19 after tax. In September 2001, we sold our 100% ownership interest in BellSouth International Wireless Services, a roaming clearinghouse, for total proceeds of $25. The pretax gain on the sale was $14, or $9 after tax.

Assets held for sale, which represent FCC licenses used for Multichannel Multipoint Distribution Service (MMDS) spectrum, were previously utilized in our wireless video business. This spectrum has traditionally been utilized for fixed-wireless service applications such as wireless video transmission or wireless Internet

access. In late 2001, the FCC added a mobile allocation to the spectrum band which increased the available uses for the spectrum. We are currently exploring various opportunities to monetize this asset. The gross book value of this license is $231 and the associated accumulated amortization is $23 at December 31, 2001.

During 2001, we recorded an asset impairment loss of $89 to writedown previously capitalized software costs, as a result of terminating a purchasing software project.

There are no significant commitment fees or requirements for compensating balances associated with any lines of credit.

Interest rates and maturities in the table below are for the amounts outstanding at December 31:

Several issues of long-term debt contain embedded options which may require us to repurchase the debt or will alter the interest rate associated with that debt. Those issues, and their related options, are as follows:

If the holders of the put options on the Reset Put Securities and 20-put-1 Securities do not require us to repurchase the securities, the interest rates for these securities will be reset based on current market conditions. The extendible liquidity securities may be extended in thirteen-month increments by the holders of the notes but will not extend later than January 2006. The extendible liquidity securities bear interest at the three-month LIBOR, plus or minus a spread ranging from minus 0.02% to plus 0.06%.

The Amortizing Debentures pay against principal on a semi-annual basis and were issued with an original principal balance of $375. The Zero-to-Full Debentures will accrete to a total principal balance of $500 in 2015.

Maturities of long-term debt outstanding, in principal amounts, at December 31, 2001 are summarized below. Maturities after the year 2006 include the final principal amount of $500 for the Zero-to-Full Debentures due in 2095.

At December 31, 2001, we had a shelf registration statement on file with the Securities and Exchange Commission under which $2,250 of debt securities could be publicly offered.

In December 2000, our shareholders adopted articles of amendment to our charter. The articles of amendment increased the number of shares of common stock authorized to be issued from 4,400,000,000 to 8,650,000,000. The articles of amendment also permit us to issue our common stock in series.

Our articles of incorporation authorize 100 million shares of cumulative first preferred stock having a par value of $1 per share, of which 30 million shares have been reserved and designated series B for possible issuance under a shareholder rights plan. As of December 31, 2001, no preferred shares had been issued. The series A first preferred stock was created for a previous shareholder rights plan which has expired.

In 1999, we adopted a shareholder rights plan by declaring a dividend of one right for each share of common stock then outstanding and to be issued thereafter. Each right entitles shareholders to buy one one-thousandth of a share of series B first preferred stock for $200.00 per share. The rights may be exercised only if a person or group acquires 10% of the common stock of BellSouth without the prior approval of the Board of Directors or announces a tender or exchange offer that would result in ownership of 10% or more of the common stock. If a person or group acquires 10% of BellSouth’s stock without prior Board approval, other shareholders are then allowed to purchase BellSouth common stock, or units of preferred stock with the same voting and economic characteristics, at half price. The rights currently trade with BellSouth common stock and may be redeemed by the Board of Directors for one cent per right until they become exercisable, and thereafter under certain circumstances. The rights expire in December 2009.

During 1996 and 1997, we issued shares to grantor trusts to provide partial funding for the benefits payable under certain nonqualified benefit plans. The trusts are irrevocable, and assets contributed to the trusts can only be used to pay such benefits with certain exceptions. The assets held in the trusts consist of cash and 35.7 million shares of BellSouth common stock at December 31, 2000 and 35.8 million shares at December 31, 2001. Of the total shares of BellSouth common stock held by the trusts at December 31, 2000, 31.9 million were issued directly from us to the trusts out of previously unissued shares and 3.8 million shares were acquired in open market transactions through the

use of the trusts’ funds. At December 31, 2001, 31.9 million were issued directly from us and 3.9 million shares were acquired in open market transactions.

The total cost of the shares issued by us as of the date of funding the trusts is included in common stock and paid-in capital; however, because these shares are not considered outstanding for financial reporting purposes, the shares are included within shares held in trust and treasury, a reduction to shareholders’ equity. In addition, there is no earnings per share impact of these shares. The cost of shares acquired in open market purchases by the trusts are also included in shares held in trust and treasury.

In addition to shares held by the grantor trusts, shares held in trust and treasury includes treasury shares. We purchase treasury shares when we consider market and other conditions to be favorable. In 2000, we purchased 19.1 million shares for an aggregate of $779. We have reissued a total of 8.7 million shares in 2000 and 5.4 million shares in 2001 under various employee and director benefit plans.

Shares held in trust and treasury, at cost, as of December 31 are comprised of the following:

The amount equivalent to the guarantee of the amortizing notes issued by our ESOP trusts is presented as a reduction to shareholders’ equity. The amount recorded as a decrease in shareholders’ equity represents the cost of unallocated BellSouth common stock purchased with the proceeds of the amortizing notes and the timing difference resulting from the shares allocated accounting method. See note G for further information.

Substantially all of our nonrepresented and represented employees are covered by noncontributory defined benefit pension plans, as well as postretirement health and life insurance welfare plans.

The pension plan covering nonrepresented employees is a cash balance plan, which provides pension benefits determined by a combination of compensation-based service and additional credits and individual account-based interest credits. The 2000 and 2001 projected benefit obligations assume additional credits greater than the minimum levels specified in the written plan. For represented employees, pension benefits earned prior to 1999 are based on specified benefit amounts and years of service through 1998. Benefits earned in 1999 and subsequent years are calculated under a cash balance plan that is based on an initial cash balance amount, negotiated pension band increases and interest credits. The 2000 and 2001 represented pension obligations include the projected effect of future bargained-for improvements. The accounting for the nonrepresented health care plan anticipates certain cost-sharing adjustments for employees who retire after December 31, 1991. The adjustments consider past practice but are not provided for in the written plan.

The following tables summarize benefit costs, as well as the assumptions, benefit obligations, changes in plan assets and funded status at or for the years ended December 31:

Pension plan assets included BellSouth common stock of $24 at December 31, 2000 and $9 at December 31, 2001.

Retiree health and life assets included BellSouth common stock of $10 at December 31, 2000 and $5 at December 31, 2001.

The health care cost trend rates used to value the accumulated postretirement obligation in 2001 are assumed to decrease by 0.5% per year to 5.5% by 2007 for pre-age 65 and by 2012 for post-age 65. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage point change in assumed health care cost

The change in net pension income and net other postretirement benefit cost is affected by several variables, including asset gains and experience losses; and changes in actuarial assumptions such as discount rate, return on plan assets and health care trend rates.

The consolidated net pension benefit and other postretirement benefit cost amounts above are exclusive of settlement, curtailment and special termination benefit effects. In 2000, lump-sum pension distributions for the represented pension plan surpassed the settlement threshold equal to the sum of the service cost and interest cost components of net periodic pension cost. This resulted in settlement gain recognition of $362 for all cash settlements under the plan. Workforce reduction activity in 2000 resulted in other postretirement special termination benefits of $8. In 2001, workforce reduction activity resulted in a curtailment charge of $26 for other postretirement benefits. The curtailment impact on pensions was not significant in 2001.

In first quarter 2001, we recognized a curtailment loss of $72 in accordance with provisions of SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” The loss resulted from accelerated recognition of prior service cost in excess of the decrease in our postretirement benefit obligation for the wireless employees that will be covered under Cingular’s postretirement benefit plans.

In 2001, we also transferred a portion of our prepaid pension cost and accrued retiree health and life benefit cost to Cingular. The transfer was accounted for as a spin-off. The result was a reduction to the prepaid pension balance retained at BellSouth and a reduction to the postretirement benefit liability retained at BellSouth. The following amounts were transferred to Cingular:

We also maintain a nonqualified supplemental retirement plan for certain employees. The unfunded accumulated benefit obligations were $292 at December 31, 2000 and $352 at December 31, 2001. An intangible asset of $9 at December 31, 2000 was recognized pursuant to paragraph 37 of SFAS No. 87, as was accumulated other comprehensive income, net of deferred taxes, of $56 at December 31, 2000 and $79 at December 31, 2001. The expense associated with this plan was $38 in 1999, $46 in 2000 and $55 in 2001.

We maintain several contributory savings plans that cover substantially all employees. The BellSouth Retirement Savings Plan and the BellSouth Savings and Security Plan (collectively, the Savings Plans) are tax-qualified defined contribution plans. Assets of the plans are held by two trusts (the Trusts) which, in turn, are part of the BellSouth Master Savings Trust.

In 1990, we incorporated a leveraged Employee Stock Ownership Plan (ESOP) into the Savings Plans. The Trusts borrowed $850 by issuing amortizing notes that are guaranteed by BellSouth. The Trusts used the loan proceeds to purchase shares of BellSouth common stock in the open market. These shares are held in suspense accounts in the Trusts; a scheduled number of shares is released for allocation to participants as each semiannual loan payment is made. The Trusts service the debt with contributions from us and with dividends paid on the shares held by the Trusts. None of the shares held by the Trusts is subject to repurchase.

We match a portion of employees’ eligible contributions to the Savings Plans at rates determined annually by the Board of Directors. Our matching obligation is fulfilled with shares released from the suspense accounts

semiannually for allocation to participants. The number of shares allocated to each participant’s account is based on the market price of the shares at the time of allocation. If shares released for allocation do not fulfill our matching obligation, we make further contributions to the Trusts to fund the purchase of additional shares in the open market to fulfill the remaining obligation.

We recognize expense using the shares allocated accounting method, which combines the cost of the shares allocated for the period plus interest incurred, reduced by the dividends used to service the ESOP debt. Dividends on all ESOP shares are recorded as a reduction to retained earnings, and all ESOP shares are included in the computation of earnings per share.

At December 31, 2001, we have stock options outstanding under several stock-based compensation plans. The BellSouth Corporation Stock Plan (the Stock Plan) provides for grants to key employees of stock options and various other stock-based awards. One share of BellSouth common stock is the underlying security for any award. The aggregate number of shares of BellSouth common stock which may be granted under the Stock Plan in any calendar year cannot exceed one and a quarter percent of the shares outstanding at the time of grant. Prior to adoption of the Stock Plan, stock options were granted under the BellSouth Corporation Stock Option Plan. Stock options granted under both plans entitle an optionee to purchase shares of BellSouth common stock within prescribed periods at a price either equal to, or in excess of, the fair market value on the date of grant. Options granted under these plans generally become exercisable at the end of three to five years and have a term of 10 years.

We apply APB Opinion No. 25 and related Interpretations in accounting for our stock plans. Accordingly, no compensation cost has been recognized for grants of stock options. Had compensation cost for our stock-based compensation plans been determined in accordance with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” our net income and earnings per share would have been changed to the pro forma amounts indicated below:

The pro forma amounts reflected above are not likely to be representative of the effects on reported net income in future years because, in general, the number of future shares to be issued under these plans is not known and the assumptions used to determine the fair value can vary significantly.

The fair value of each option grant is estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:

The following table summarizes information about stock options outstanding at December 31, 2001:

The consolidated balance sheets reflect the anticipated tax impact of future taxable income or deductions implicit in the consolidated balance sheets in the form of temporary differences. These temporary differences reflect the difference between the basis in assets and liabilities as measured in the consolidated financial statements and as measured by tax laws using enacted tax rates.

Temporary differences which gave rise to deferred tax assets and (liabilities) at December 31 were as follows:

The valuation allowance, which increased by $439 in 2000 and decreased $122 in 2001, primarily relates to state and foreign net operating losses that may not be utilized during the carryforward period. The increase in 2000 relates primarily to net deferred tax assets and net operating losses in Colombia. During 2001, a significant amount of the net deferred tax assets reversed and net operating losses expired. This resulted in an overall decrease in the valuation allowance. The net deferred tax liability at December 31, 2000 included a current asset balance of $270 and a noncurrent liability balance, including investment tax credits, of $(3,580). The net deferred tax liability at December 31, 2001 included a current asset balance of $97 and a noncurrent liability balance, including investment tax credits, of $(3,206).

A reconciliation of the federal statutory income tax rate to our effective tax rate follows:

The reduction in the 2000 effective tax rate was driven by the impact of additional income related to the restructuring of our ownership in our German wireless operations, the recognition of tax incentives, tax benefits generated by the sale of our international wireless data properties and more favorable results from companies we report on the equity-method, which generally are recorded net of tax benefits or expense.

While the rate in 2001 remained unchanged, state income tax expense increased as a percentage of pre-tax earnings due to the impact of the investment writedown. The 2001 provision included recognition of a deferred tax asset for the excess of our tax basis over book basis when it became evident that this temporary difference would reverse in the foreseeable future.

At December 31, 2001, the deferred tax liability related to approximately $1,178 of cumulative unrepatriated earnings on consolidated foreign subsidiaries and equity investments in unconsolidated businesses was excluded under SFAS No. 109 because such earnings are intended to be reinvested indefinitely. The determination of the deferred tax liability is not practicable at this time.

During 2001, we tendered 1.7 million shares of our investment in Qwest as payment for services rendered in connection with a wholesale services agreement.

During 1999, we entered an agreement with Crown Castle to sublease portions of our cellular towers. See note O for further discussion of this matter. As consideration for the transaction, we received Crown Castle stock valued at approximately $153 in 1999 and $27 in 2000.

We have four reportable operating segments: (1) Communications group; (2) Domestic wireless; (3) Latin America; and (4) Domestic advertising and publishing.

During fourth quarter 2000, we contributed our domestic wireless operations to a joint venture with SBC Communications, forming the second largest wireless carrier in the U.S., Cingular. We own an approximate 40% economic interest in the venture and share control with SBC. We account for the investment under the equity method. For management purposes we evaluate our domestic wireless segment based on our proportionate share of Cingular’s results. Accordingly, results for our domestic wireless segment for all of 2001 and the last three months of 2000 reflect the proportional consolidation of 40% of Cingular’s results, whereas the first nine months of 2000 and all of 1999 reflect the historical results of our wireless business that have been contributed to Cingular.

The Cingular proportional consolidation shown above represents the amount necessary to reconcile the proportional results of Cingular to GAAP results. We have also adjusted the domestic wireless segment’s revenues and expenses in 1999 and 2000 to treat revenues and expenses related to roaming activity on a basis consistent with Cingular’s results. The customer premises equipment and Florida gross receipts tax represent adjustments to the Communications group’s prior operating activity to conform prior activity to the current structure of these transactions. As described in note A, we adopted the provisions of SAB No. 101 effective January 1, 2000. The revenue reclassification in 1999 that would have been recorded had SAB No. 101 been effective January 1, 1999 would have been an equal reduction of revenues and expenses of $248.

Reconciling items are transactions or events that are included in reported consolidated results but are excluded from segment results due to their nonrecurring or nonoperational nature. Gains on ownership transactions include: for 1999, gains from the sale of our investments in Honolulu Cellular and a wireless property in Alabama; for 2000, gains from the restructuring of the investment in E-Plus and the redemption of AT&T from the AB Cellular partnership; in 2001, gains from the sale of investments in SkyCell and BellSouth International Wireless Services. Other items include: for 1999, the recognition of foreign investment tax credits generated in prior years; for 2000, expense related to the termination of a contract with a vendor; for 2001, an adjustment to the accrual for reciprocal compensation.

Net revenues to external customers are based on the location of the customer. Geographic information as of December 31 is as follows:

The recorded amounts of cash and cash equivalents, temporary cash investments, bank loans and commercial paper approximate fair value due to the short-term nature of these instruments. The fair value for BST’s long-term debt is estimated based on the closing market prices for each issue at December 31, 2000 and 2001. Fair value estimates for the Guarantee of ESOP Debt, BellSouth Corporation long-term debt, foreign exchange contracts, foreign currency swaps and interest rate swaps are based on quotes from dealers. Since judgment is required to develop the estimates, the estimated amounts presented herein may not be indicative of the amounts that we could realize in a current market exchange.

Following is a summary of financial instruments where the fair values differ from the recorded amounts as of December 31:

We are, from time to time, party to currency swap agreements, interest rate swap agreements and foreign exchange forward contracts in our normal course of business for purposes other than trading. These financial instruments are used to mitigate foreign currency and interest rate risks, although to some extent they expose us to market risks and credit risks. We control the credit risks associated with these instruments through the evaluation and continual monitoring of the creditworthiness of the counterparties. In the event that a counterparty fails to meet the terms of a contract or agreement, our exposure is limited to the current value at that time of the currency rate or interest rate differential, not the full notional or contract amount. We believe that such contracts and agreements have been executed with creditworthy financial institutions. As such, we consider the risk of nonperformance to be remote.

We enter into interest rate swap agreements to exchange fixed and variable rate interest payment obligations without the exchange of the underlying principal amounts. We were a party to various interest rate swaps, which qualify for hedge accounting and we believe are 100% effective, with an aggregate notional amount of $1,120 at December 31, 2000 and $1,195 at December 31, 2001. The following table summarizes the average rates of these agreements:

In addition, we participate in an interest rate swap with a notional amount of $500, which qualifies for hedge accounting. Therefore, all changes in the fair value of this instrument are recorded to earnings. The following table summarizes the average rates of this instrument:

In August 2001, we loaned Euro 1,510, or $1,382, to E-Plus, an equity investment. In October 2001, we loaned an additional Euro 525, or $468, to E-Plus. Both loans have an expected March 1, 2004 due date. Simultaneously with these transactions, in order to mitigate foreign currency risk, we also entered into forward contracts to sell Euro with a March 1, 2004 settlement date. These forwards, which qualify as cash flow hedges, enable us to receive $1,382 equivalent to Euro 1,510, based on a forward rate of 0.9158 and

We have also issued letters of credit and financial guarantees related to equity method investees which approximate $595 at December 31, 2001. Since there is no market for the instruments, it is not practicable to estimate their fair value.

Financial instruments that potentially subject us to credit risk consist principally of trade accounts receivable. Concentrations of credit risk with respect to these receivables, other than those from long distance carriers, are limited due to the composition of the customer base, which includes a large number of individuals and businesses. Accounts receivable from long distance carriers totalled $497 at December 31, 2000 and $492 at December 31, 2001.

We have entered into operating leases for facilities and equipment used in operations. Rental expense under operating leases was $297 for 1999, $314 for 2000 and $240 for 2001. Capital leases currently in effect are not significant.

The following table summarizes the approximate future minimum rentals under noncancelable operating leases in effect at December 31, 2001:

We currently self-insure all of our outside plant against casualty losses. Such outside plant, located in the nine southeastern states served by BST, is susceptible to damage from severe weather conditions and other perils. The net book value of outside plant was $7,395 at December 31, 2000 and $7,462 at December 31, 2001.

Beginning in 1997, we contracted with various entities to outsource the performance of certain engineering functions, as well as our information technology operations and application development. These contracts expire at various dates through 2007, are generally renewable, and are cancelable upon the payment of additional fees or for nonperformance. Future minimum payments for these contracts range from $350 to $706 annually over the contract periods.

In 2001, we entered into an agreement with Nortel for the purchase and delivery of approximately $250 of switching equipment, software and services through the year 2003.

BellSouth owns approximately 66% of BellSouth Colombia. BellSouth’s partner holds the remaining 34% interest. BellSouth has agreed with our partner to a series of related put and call agreements whereby we can acquire, or could be compelled by our partner to acquire, additional shares of the company, up to the partner’s entire interest, at a price approximately equal to appraised fair value. Our partner has the right to put to us approximately one-half of his 34% interest in the Colombian operations in 2002. The remaining balance can be put to us beginning in 2006 until 2009. BellSouth’s first call option for up to a number of shares currently equal to approximately 10.5% of BellSouth Colombia’s outstanding common stock is first exercisable in December 2003. We cannot determine whether BellSouth or its partner will exercise their rights under the agreement, or the amount if exercised.

in Telcel. If BellSouth exercises its call right, BellSouth would purchase that shareholder’s interest at between 100% and 120% of its appraised fair value. If the shareholder elects to require BellSouth to purchase the interest, BellSouth would do so at between 80% and 100% of its appraised fair value. We cannot determine whether BellSouth or its partner will exercise their rights under the agreement, or the amount if exercised.

Following the enactment of the Telecommunications Act of 1996, our telephone company subsidiary, BST, and various competitive local exchange carriers entered into interconnection agreements providing for, among other things, the payment of reciprocal compensation for local calls initiated by the customers of one carrier that are completed on the network of the other carrier. Numerous competitive local carriers have claimed entitlement from BST for compensation associated with dial-up calls originating on BST’s network and connecting with Internet service providers served by the competitive local carriers’ networks. BST has maintained that dial-up calls to Internet service providers are not local calls for which terminating compensation is due under the interconnection agreements; however, the courts and state regulatory commissions in BST’s operating territory that have considered the matter have, in most cases, ruled that BST is responsible for paying reciprocal compensation on these calls.

In April 2001, the FCC released an Order on Remand and Report and Order addressing the issue of compensation for Internet service provider traffic. In its Order, the FCC acknowledged that dial-up calls to Internet service providers are not local calls, but instead are “information access” traffic exempt from the reciprocal compensation provisions of the Telecommunications Act of 1996. The FCC has implemented a three-year interim period during which local carriers will pay intercarrier compensation for such calls in decreasing increments. After the three-year interim period, the new rules on intercarrier compensation to be adopted in connection with the Notice of Proposed Rulemaking referred to above are expected to be in effect. If no rules have been adopted by that time, the intercarrier compensation in effect at the end of the third year would remain in effect. An appeal of the FCC Order is pending. If the Order is not affirmed on appeal, the rates we pay for Internet service provider traffic and other traffic subject to the FCC rates could change. Although we cannot currently estimate the possible change, we believe it could have an adverse effect on our expenses.

In a related matter, a competitive local carrier has claimed terminating compensation of approximately $165 for service arrangements that we did not believe involved “traffic” under our interconnection agreements. We filed a complaint with the state regulatory commission asking that agency to declare that we did not owe reciprocal compensation for these arrangements. In March 2000, the state commission ruled in our favor finding that compensation was not owed to the competitive local carrier. The parties have agreed to a settlement of this matter. In October 2001, a stipulation of dismissal was filed with the court to effect the settlement.

In July 2000, the SEC began a formal investigation of whether we and others may have violated the Foreign Corrupt Practices Act (FCPA). The SEC subpoenaed documents relating to the activities of our foreign affiliates, and we produced responsive documents. Prior to the commencement of the SEC’s formal investigation, we had engaged outside counsel to investigate an FCPA matter relating to the activities of one of our foreign affiliates in Latin America, and outside counsel concluded that those activities did not violate the Act. Thereafter and independent of these developments, our internal auditors, in the ordinary course of conducting compliance reviews, identified issues concerning accounting entries made by another of our Latin American affiliates. We informed the SEC as to this matter, and the SEC expanded its investigation to encompass it.

requiring BellSouth to refrain from violations of those provisions. In its order, the SEC acknowledged our cooperation and also acknowledged that we have taken remedial actions and enhanced our compliance program.

Beginning in 1996, we operated under a price regulation plan approved by the South Carolina Public Service Commission under existing state laws. In April 1999, however, the South Carolina Supreme Court invalidated this price regulation plan. In July 1999, we elected to be regulated under a new state statute, adopted subsequent to the Commission’s approval of the earlier plan. The new statute allows telephone companies in South Carolina to operate under price regulation without obtaining approval from the Commission. The election became effective during August 1999. The South Carolina Consumer Advocate petitioned the Commission seeking review of the level of our earnings during the 1996-1998 period when we operated under the subsequently invalidated price regulation plan. The Commission voted to dismiss the petition in November 1999 and issued orders confirming the vote in February and June of 2000. In July 2000, the Consumer Advocate appealed the Commission’s dismissal of the petition. If the Consumer Advocate prevails, the case could be remanded to the South Carolina PSC which could, after considering evidence, order refunds to customers in South Carolina. At this time, we are unable to determine the impact, if any, this may have on future earnings.

Also in 2000, the Florida Public Service Commission issued a proposed agency action stating that our change in 1999 from a late charge based on a percentage of the amounts overdue to a flat rate fee plus an interest charge violated the Florida price regulation statute and voted that approximately $65 should be refunded. We protested the decision. On August 30, 2001, the Commission issued an order adopting its proposed action. We have appealed to the Florida Supreme Court and continue to collect the charges subject to refund. The total amount as of December 31, 2001 subject to potential refund was $83, including interest. No accrual has been recorded in these financial statements related to this matter.

We are subject to claims arising in the ordinary course of business involving allegations of personal injury, breach of contract, anti-competitive conduct, employment law issues, regulatory matters and other actions. BST is also subject to claims attributable to pre-divestiture events involving environmental liabilities, rates, taxes, contracts and torts. Certain contingent liabilities for pre-divestiture events are shared with AT&T Corp. While complete assurance cannot be given as to the outcome of these claims, we believe that any financial impact would not be material to our results of operations, financial position or cash flows.

In addition to the advances to affiliates discussed in note B and activity related to Cingular discussed in note G, other significant transactions with related parties are summarized in the succeeding paragraphs.

We generated revenues of approximately $65 in 2000 and $230 in 2001 from the provision of local interconnect and long distance services to Cingular.

In October 2000, we entered into a transition services agreement with Cingular, pursuant to which we provide transition services and products for a limited period of time. The services we provide include government and regulatory affairs, finance, compensation and benefit accounting, human resources, internal audit, risk management, legal, security and tax. Provided services continue until 90 days after Cingular gives notice or until the agreements terminate on December 31, 2002. The fees are determined based on the cost of providing the level of service expected to be provided at the time we entered into the agreements.

Also in October 2000, we transferred our wireless employees and all related obligations and liabilities to two subsidiary leasing companies. We entered into a leasing agreement with Cingular, whereby our leasing companies agreed to lease all of their current employees to Cingular through December 2001. Between October 2000 and December 2001, the wireless employees were solely employed by our leasing subsidiaries and participated in BellSouth benefit plans. During this period, Cingular reimbursed us monthly for all payroll related obligations for these wireless employees. These billings to Cingular were recorded as contra expenses, and the net earnings of the leasing subsidiaries were zero during this period. In December 2001 we transferred our leasing companies and substantially all related liabilities to Cingular. The net liabilities transferred to Cingular approximated $36.

In October 1999, two of the Company’s wholly-owned subsidiaries, BellSouth Products, Inc. (BSP) and BST filed a complaint against U. S. Electronics, Inc. (USE), in the United States District Court for the Northern District of Georgia. The complaint alleged that USE, a distributor of residential telephone equipment, breached its distributorship contract with BSP and violated the Robinson-Patman Act. USE denied the material allegations of the complaint and filed counterclaims against the Company, BSP, BST and several other BellSouth entities, alleging that the BellSouth companies were in breach of the distributorship contract. In January 2001, BellSouth settled the litigation and paid approximately $200 to USE for the termination of their then-existing agreement. BellSouth entered into a new agreement with USE.

In December 2000, we announced that we would restructure our video entertainment service and concentrate our entertainment business on our fiber optic-based wireline video operations. This move was made to better align our resources with our strategic priorities in broadband services.

We recorded charges of approximately $498, or $323 net of tax, related to this restructuring in the fourth quarter of 2000. These charges consisted of approximately $289 for asset writeoffs and writedowns and $209 for contract termination penalties, migration of customers to alternative service providers and for severance and related benefit expenses. The remaining liability as of December 31, 2001 was $25. Operating revenues generated by this business were $52 in 1999, $75 in 2000 and $24 in 2001. Operating losses generated by this business were $101 in 1999, $110 in 2000 and $16 in 2001.

In February 2000, we announced that we would reduce our domestic general and administrative staff by approximately 2,100 positions. These reductions were the result of the streamlining of work processes in conjunction with our shift to a more simplified management structure. As a result of these reductions, we recorded a one-time charge of $78, or $48 after tax, for severance and post-employment health benefits under pre-existing separation pay plans. We completed the program during the first quarter of 2001, as planned, consistent with the original estimates.

In October 2001, we announced that we would record a charge reflecting restructuring actions that were taken to reduce operating costs in response to a slowing economy and increased competition. As a result of these reductions, we eliminated approximately 4,200 positions and recorded a charge of $232, or $143 after tax. The charge consists primarily of severance and post-employment health benefits under pre-existing separation pay plans. As of December 31, 2001, the liability related to this plan was $202.

In June 1999, we signed a definitive agreement with Crown Castle International Corporation (Crown) for the sublease of all unused space on approximately 1,850 of our wireless communications towers in exchange for $610 to be paid in a combination of cash and Crown common stock. As of December 31, 2000 we had closed on 1,865 towers and received $614. We also entered into a five-year, build-to-suit agreement with Crown covering up to 500 towers. Under a similar agreement, Crown will sublease all unused space on 773 PCS towers in exchange for $317 in cash. As of December 31, 2000, we had closed on 732 towers and received $300. In connection with this agreement, we entered into an exclusive three-year, build-to-suit agreement. The agreements with Crown were transferred to Cingular upon its formation. During 2001, we closed on 71 additional towers with proceeds of $30. We have completed all tower closings under these agreements.

Our decision whether, and when, to create, issue and distribute Latin America group stock is subject to a number of factors, including market conditions and other factors.

We have fully and unconditionally guaranteed all of the outstanding debt securities of BST that are subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934. BST is a 100% owned subsidiary of BellSouth. In accordance with SEC rules, BST is no longer subject to the reporting requirements of the Securities Exchange Act of 1934, and we are providing the following condensed consolidating financial information.

BST is listed separately because it has debt securities, registered with the SEC, that we have guaranteed. All other operating subsidiaries that do not have registered securities guaranteed by us are presented in the Other column. The Parent column is comprised of headquarter entities which provide, among other services, executive management, administrative support and financial management to operating subsidiaries. The Adjustments column includes the necessary amounts to eliminate the intercompany balances and transactions between BST, Other and Parent to reconcile to our consolidated financial information.

In the following summary of quarterly financial information, all adjustments necessary for a fair presentation of each period were included.


(a)	Due to rounding, the sum of quarterly EPS amounts may not agree to year-to-date EPS amounts.


	•	Foreign currency gains of $19 in first quarter 2000, or $0.01 per share, losses of $32, or $0.02 per share, in second quarter 2000, losses of $23, or $0.01 per share, in third quarter 2000 and losses of $46, or $0.02 per share, in fourth quarter 2000.

	•	First quarter 2000 also includes


	•	$48, or $0.03 per share, in expense for our announced plan to reduce our domestic general and administrative staff, and

	•	$68, or $0.04 per share, of income related to the restructuring of our ownership interest in the German wireless operator, E-Plus.


	•	income of $292, or $0.15 per share, from the redemption of AT&T from the AB Cellular partnership;

	•	expense related to the restructuring of our wireless video entertainment business which decreased operating income by $498 and net income by $323, or $0.17 per share;

	•	pension benefit settlement gains which increased operating income by $362 and net income by $223, or $0.12 per share; and

	•	expense related to the contract termination which decreased operating income by $203 and net income by $125, or $0.07 per share.


	•	During 2001, we recorded foreign currency losses of $43, or $0.02 per share, in first quarter, $112, or $0.06 per share, in second quarter, $55,


		or $0.03 per share, in third quarter and $20, or $0.01 per share, in fourth quarter.

	•	We recorded losses as a result of selling shares of Qwest common stock, which reduced net income by $32, or $0.02 per share, during first quarter 2001 and $52, or $0.03 per share, during third quarter 2001.

	•	We recorded losses related to the writedown of our investments in equity securities, which reduced net income by $1,017, or $0.54 per share, in third quarter 2001 and $162, or $0.09 per share, in fourth quarter 2001.

	•	First quarter 2001 also includes expense recorded for changes in postretirement medical benefit obligations, which reduced net income by $47, or $0.02 per share.

	•	Second quarter 2001 also includes our adjustment to an accrual for reciprocal compensation, which reduced net income by $88, or $0.05 per share.

	•	Third quarter 2001 also includes a gain related to the sale of our 24.5% ownership interest in SkyCell Communications, which increased net income by $19, or $0.01 per share.

	•	Fourth quarter 2001 also includes losses on asset impairments and severance related costs, which reduced net income by $227, or $0.12 per share.

During first quarter 2002, we sold the American Depositary Receipts representing nonvoting preferred stock that we held in TCO. We received total proceeds of $90 and recognized a gain of $22, or $14 after tax. Our investment in TCO, now solely in common stock, represents 11.8% of the total capital of TCO.

In January 2002, we signed a definitive agreement with Dutch telecommunications provider Royal KPN N.V. (KPN) restructuring our relationship. Under the new agreement, we will exchange our 22.51% stake in E-Plus for 234.7 million KPN shares. After this exchange we will hold approximately 9.42% of KPN’s outstanding shares. As part of the transaction we have surrendered our existing warrant on KPN shares and our exchange rights with regard to KPN Mobile. We expect to record a gain as a result of this transaction; the exact amount will be determined using KPN’s stock price at the time of closing. Based on KPN’s stock price at the time of the announcement, we would record an after-tax gain of approximately $900.

Also as part of the agreement, KPN repaid $426 under a loan facility provided by BellSouth. Upon closing, KPN will assume approximately 2.13 billion Euro in BellSouth loans currently extended to E-Plus. We have agreed on new terms for our loan facility, providing for a cap of 2.13 billion Euro, the current level of BellSouth’s loans to E-Plus, including accrued interest.

Effective January 16, 2002, we entered into a non-exclusive wholesale services agreement with Qwest. Under the agreement, we are obligated to purchase $350 of Qwest products and services for resale to our business customers. The take-or-pay agreement has a four year term and replaces a prior agreement, entered into in January 2001, pursuant to which BellSouth was obligated to purchase over a five year period $250 of products and services in exchange for Qwest stock at contractually fixed prices. Under the prior agreement, BellSouth delivered approximately 1.7 million Qwest shares to Qwest in exchange for services. The prior agreement was terminated. As part of the new arrangement, BellSouth has received a credit of $71 towards future purchases under the wholesale services agreement.

In early 2002, the Argentine government announced economic reforms, including a devaluation of the peso. As a result of the devaluation, our Argentine operations violated a debt covenant on its U.S. Dollar-denominated debt. We are currently evaluating options to resolve the

issue. The debt is classified as non-current in the December 31, 2001 balance sheet as the peso and U.S. Dollar were pegged at an exchange rate of 1 to 1 as of November 30, 2001 (our international operations are recorded on a one-month lag basis). The devaluation, resulting new laws and regulations instituted, and the instability of the government make it difficult to anticipate the long term impacts of the economic situation in Argentina. Due to the rapidly changing environment, we are closely monitoring the situation and cannot anticipate the ultimate outcome.

On February 12, 2002, Venezuela’s government floated its currency, ending a five-year-old regime that permitted the bolivar to trade only within a fixed-band against the U.S. Dollar. As a result, devaluation occurred. It is uncertain what the long term impacts of the devaluation will have on our operations.

Based on the current monetary asset positions of these operations, we expect to record a charge of $200 to $230 in the first quarter of 2002. This charge is primarily a function of the remeasurement of U.S. Dollar-denominated liabilities, primarily long-term debt.

No change in accountants or disagreements on the adoption of appropriate accounting standards or financial disclosure has occurred during the periods included in this report.

Information regarding executive officers required by Item 401 of Regulation S-K is furnished in a separate disclosure on page 25 in Part I of this report since the registrant did not furnish such information in its definitive proxy statement prepared in accordance with Schedule 14A.

The additional information required by these items will be included in the registrant’s definitive proxy statement dated March 12, 2002 as follows, and is herein incorporated by reference pursuant to General Instruction G(3):


	**	Only the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”


	***	Only the information under the caption “Compensation Committee Interlocks and Insider Participation”

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BELLSOUTH CORPORATION

	/s/ W. PATRICK SHANNON

	W. Patrick Shannon
	Vice President—Finance
	February 28, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

We hereby consent to the incorporation by reference of our report dated February 8, 2002 relating to the financial statements of BellSouth Corporation, which appears in this Form 10-K, in the following Registration Statements:

We consent to the use of our report dated February 8, 2002 with respect to the consolidated financial statements of Cingular Wireless LLC (not included separately herein) in the Annual Report (Form 10-K) of BellSouth Corporation for the year ended December 31, 2001.

87 EX-10.Q.13 3 g74113ex10-q_13.txt AMENDMENT TO PERSONAL RETIREMENT PENSION PLAN EXHIBIT 10q-13 AMENDMENT TO THE BELLSOUTH PERSONAL RETIREMENT ACCOUNT PENSION PLAN THIS AMENDMENT to the BellSouth Personal Retirement Account Pension Plan (the "Plan") is made as of this 18th day of December, 2001. W I T N E S S E T H: WHEREAS, BellSouth Corporation (the "Company") sponsors the BellSouth Personal Retirement Account Pension Plan (the "Plan"), which was amended and restated effective January 1, 1998, and subsequently amended from time to time; and WHEREAS, pursuant to Section 15.01 of the Plan, the Executive and Nominating and Compensation Committee of the Board of Directors of BellSouth Corporation (the "Committee") is authorized to amend the Plan; and WHEREAS, the Committee approved an amendment to the Plan at its February 26, 2001 meeting to provide an additional credit for the 2001 Plan Year equal to 1% of each Plan participant's 2001 compensation; and WHEREAS, the Committee authorized appropriate officers of the Company to do such further acts and to execute such documents as may be necessary or advisable to effectuate the purposes of such action; and WHEREAS, pursuant to Section 15.01 of the Plan, the Employee Benefit Committee, formerly the Employees' Benefit Claim Review Committee, (the "EBC") is authorized to adopt nonmaterial amendments to the Plan; and WHEREAS, the EBC approved an amendment to the Plan at its December 14, 2000 meeting to provide a 100% pre-retirement survivor benefit to beneficiaries of active, vested participants who die on or after January 1, 2001, and to terminated vested or retired participants who die on or after January 1, 2001; and WHEREAS, the EBC approved an amendment to the Plan at its February 14, 2001 meeting to provide the interest crediting rate of 5.78% for the L.M. Berry and Company participants for the 2001 Plan Year; and WHEREAS, L.M. Berry and Company adopted the Plan subject to certain modifications described in Schedule 2 of the Plan; and WHEREAS, the EBC approved an amendment to the Plan at its November 30, 2001 meeting to amend the Plan such that employees who are employed by BellSouth Cellular Services LLC on the contribution date of such entity to Cingular Wireless, LLC will not be eligible for a distribution under the Plan and to effect a spin-off of the liabilities associated with such employees to the defined benefit plan sponsored by Cingular Wireless, LLC; and WHEREAS, the EBC authorized appropriate officers in each of its aforementioned meetings of the Company to do such further acts and to execute such documents as may be necessary or advisable to effectuate the purposes of such approval; NOW, THEREFORE, pursuant to the authority delegated by the Committee and the EBC as referred to above, the undersigned officer approves the following to reflect such amendments of the Plan: 1. Effective as of January 1, 2001, Schedule 2 of the Plan regarding L.M. Berry and Company is hereby amended by adding to the end of Paragraph 4(f) the following: "As of the last day of Plan Year 2001, each Participant's account shall be credited with interest at the rate of 5.78%, under the terms of the Plan." 2. Effective as of January 1, 2001, Section 3 of the Plan is hereby amended by adding the following sentence to the end of subparagraph 3.05(a) thereof: "The Board has approved an additional credit for the 2001 Plan Year equal to the Participant's Compensation multiplied by one percent, and this additional credit shall be credited to each Participant's account as of the last day of such Plan Year." 3. Effective December 22, 2001, Section 4 of the Plan is hereby amended by adding the following new paragraph 4.06 to the end thereof: 4.06 Plan Spin-off to Cingular. Participating Employees who are employed by BellSouth Cellular Services LLC may not retire and will not be eligible for a deferred vested pension for purposes of receiving a retirement benefit under the Plan as a result of the contribution of such Participating Company to Cingular Wireless, LLC. In addition, as determined in accordance with the requirements of Code section 414(l), the accrued benefits attributable to such BellSouth Cellular Services LLC employees shall be spun-off from the Plan, effective as of December 23, 2001, and assets associated with such liabilities shall be transferred within a reasonable period of time thereafter in a trustee-to-trustee transfer to the defined benefit plan maintained by Cingular Wireless, LLC. -2- 4. Effective January 1, 2001, Section 8 of the Plan is hereby amended by deleting Sections 8.02 and 8.03 in their entirety and substituting the following in lieu thereof: "8.02 Death Prior to Retirement or Termination. If the Participant dies after becoming vested but while actively employed by a Participating Company or Affiliate or while receiving benefits under the short term disability plan of a Participating Company or Affiliate, his surviving spouse may elect to have payments begin at any time following the Participant's death. (a) Deaths that occur before January 1, 2001. With respect to a Participant who dies before January 1, 2001, the surviving spouse's monthly pension shall be 45 percent of the amount which would have been payable to the Participant had (i) he terminated employment with a deferred vested pension on the date of his death, (ii) if he had not attained age 62 as of his death, his account been credited with interest at the rate applicable to the Participant (as set forth in Paragraph 3.04) in the year of his death, from the date of his death to his 62nd birthday, and (iii) his account been converted into an actuarially equivalent single life annuity at age 62, if he had not attained age 62 on the date of his death, or on the date of his death, if he had attained age 62 as of such date, using the age 62 factor from the table in Appendix 3, as in effect on the date of his death. With respect to a Participant described in the preceding paragraph, but who dies on or after July 22, 1996, if such Participant has a surviving spouse, in lieu of the monthly pension described above, the surviving spouse may elect to receive a lump sum settlement that is equal to the greater of (I) 45% of the Participant's account balance determined in steps (i) and (ii), above, and (II) the lump sum amount that would be payable to Participant under Paragraph 7.08. If such a Participant dies and does not have a surviving spouse (or he and his surviving spouse have not been married throughout the one-year period ending on the date of his death), the amount determined in the prior sentence shall be paid to his estate in a lump sum. (b) Deaths that occur on or after January 1, 2001 and before January 1, 2002. With respect to a Participant who dies on or after January 1, 2001 and before January 1, 2002, the surviving spouse's monthly pension shall be equal to the greater of (i) the annuity benefit amount determined under Section 8.02(a) above, and (ii) the annuity benefit amount determined under Section 8.02(c) below. If such surviving spouse elects a lump sum settlement in lieu of the monthly pension, then the lump sum settlement shall be equal to the greater of (i) the lump sum amount determined under Section 8.02(a) above, and (ii) the lump sum amount determined under Section 8.02(c) below. If such a Participant dies and does not have a surviving spouse (or he and his surviving spouse have not been married throughout the -3- one-year period ending on the date of his death), the amount determined in the prior sentence shall be paid to his estate in a lump sum. (c) Deaths that occur on or after January 1, 2002. With respect to a Participant who dies on or after January 1, 2002, the surviving spouse's monthly pension shall be equal to 100% of the Participant's cash balance account converted to a single life annuity using the applicable Appendix 3 conversion factors. The factor shall be based on the age that the Participant would have been had he survived to the pension commencement date (as elected by the spouse), and based on the Applicable Interest Rate and the Applicable Mortality Rate for the year in which the pension commencement date occurs. If the Participant was eligible for the grandfathered BellSouth Management Pension Plan (BSMPP) in accordance with Section 6.03 hereof, then the surviving spouse shall be eligible for a BSMPP surviving spouse's monthly pension, if such amount is greater than the cash balance survivor annuity described in the preceding paragraph. The BSMPP surviving spouse's monthly pension shall be equal to forty-five percent (45%) of the Participant's accrued benefit under the BSMPP formula, except that no early retirement discount factor shall be applied, regardless of the Participant's or spouse's age, and the pension commencement date may be any date immediately following the Participant's death. Such surviving spouse may elect to receive a lump sum settlement in lieu of the monthly survivor annuity. The lump sum settlement shall equal the greater of (i) 100% of the Participant's cash balance account as of his date of death, and (ii) the present value of the BSMPP survivor annuity, if applicable. The present value shall be determined by converting the BSMPP survivor annuity to a lump sum using the applicable factors in Appendix 3. The factor shall be based on the age that the Participant would have been had he survived to the pension commencement date, and based on the Applicable Interest Rate and the Applicable Mortality Rate for the year that the pension commences. In addition, if a vested Participant dies and does not have a surviving spouse (or, he and his surviving spouse have not been married throughout the one-year period ending on the date of his death), then the amount determined in this lump sum section shall be paid to his estate. 8.03 Death After Retirement or Termination. (a) Deaths that occur before January 1, 2001. If the Participant dies after retirement or termination of employment but before his Pension Commencement Date and his death occurs prior to January 1, 2001, his surviving spouse may elect to have payments begin at any time following the Participant's death. -4- In either case, the surviving spouse's monthly pension is the amount such spouse would have received had the Participant lived until the date payments begin to be paid to the surviving spouse, elected payments to begin on such date in the form of the joint and 50% survivor annuity, and then died. (b) Deaths that occur on or after January 1, 2001. If the Participant dies after retirement or termination of employment but before his Pension Commencement Date and his death occurs on or after January 1, 2001, his surviving spouse may elect to have payments begin at any time following the Participant's death. The survivor's benefit is determined in accordance with this subparagraph (b). However, if the Participant dies after retirement or termination of employment and after his Pension Commencement Date, then the Participant's retirement benefit (whether service pension, deferred vested pension, or disability pension) will be paid according to his elected form of payment and no survivor benefit shall be paid under this Section 8.03. The surviving spouse's monthly pension shall be equal to 100% of the Participant's cash balance account converted to a single life annuity using the applicable Appendix 3 conversion factors. The factor shall be based on the age that the Participant would have been had he survived to the pension commencement date (as elected by the spouse), and based on the Applicable Interest Rate and the Applicable Mortality Rate for the year that the pension commences. If the Participant was eligible for the grandfathered BellSouth Management Pension Plan (BSMPP) in accordance with Section 6.03 hereof, then the surviving spouse shall be eligible for a BSMPP surviving spouse's monthly pension, if such amount is greater than the cash balance survivor annuity described in the preceding paragraph. The BSMPP surviving spouse's monthly pension shall be equal to forty-five percent (45%) of the Participant's accrued benefit under the BSMPP formula, with applicable early retirement reduction factors, and the pension commencement date may be any date immediately following the Participant's death. Such surviving spouse may elect to receive a lump sum settlement in lieu of the monthly survivor annuity. The lump sum settlement shall equal the greater of (i) 100% of the Participant's cash balance account, and (ii) the present value of the BSMPP survivor annuity, if applicable. The present value shall be determined by converting the BSMPP survivor annuity to a lump sum using the applicable factors in Appendix 3. The factor shall be based on the age that the Participant would have been had he survived to the pension commencement date, and based on the Applicable Interest Rate and the Applicable Mortality Rate for the year in which the pension commencement date occurs. If a terminated or retired Participant dies before his Pension Commencement Date and does not have a surviving spouse (or, he and his surviving spouse have not been married throughout the one-year period ending on the date of his death), then no survivor benefit is payable." -5- 5. Any other provisions of the Plan not amended herein shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized officer of the Company as of the date first written above. By: /s/ Richard D. Sibbernsen --------------------------------- Richard D. Sibbernsen Vice President - Human Resources -6- EX-10.W 4 g74113ex10-w.txt BELLSOUTH RETIREMENT SAVINGS PLAN, JULY 1, 2001 EXHIBIT 10W BELLSOUTH RETIREMENT SAVINGS PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF JULY 1, 2001 BELLSOUTH RETIREMENT SAVINGS PLAN This Plan represents the amendment and restatement of the BellSouth Retirement Savings Plan. Except as otherwise provided herein or by applicable law, the effective date of this amendment and restatement is July 1, 2001. This Plan consists of two parts--(l) a profit sharing plan which includes a qualified cash or deferred arrangement and which is intended to qualify as such under Code sections 401(a), 401(k) and 401(m) and related sections of the Code and (2) an employee stock ownership plan which is designed as a stock bonus plan to invest primarily in BellSouth Shares and which is intended to qualify as such under Code sections 401(a), 401(m) and 4975(e)(7) and related sections of the Code. Effective January 1, 2002, the Plan includes a third part, an employee stock ownership plan which is designed as a stock bonus plan to invest primarily in BellSouth Shares held in the BellSouth Shares Fund and which is intended to qualify as such under Code sections 401(a), 401(k), 401(m) and 4975(e)(7) and related sections of the Code. Further, this Plan is intended to comply with the applicable provisions of the Code and ERISA and accordingly will be interpreted in accordance with those provisions, including any official reports, announcements or temporary or final regulations issued thereunder, and will be amended retroactively, if necessary, to satisfy such provisions as of their effective dates. BELLSOUTH RETIREMENT SAVINGS PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF JULY 1, 2001 TABLE OF CONTENTS SECTION 1. PURPOSE.......................................................................................1 SECTION 2. DEFINITIONS; CONSTRUCTION.....................................................................2 SECTION 3. PARTICIPATION................................................................................16 SECTION 4. CONTRIBUTIONS................................................................................19 SECTION 5. ALLOCATION AND CREDITING OF CONTRIBUTIONS....................................................27 SECTION 6. LIMITATION RULES.............................................................................31 SECTION 7. INVESTMENT DIRECTIONS........................................................................37 SECTION 8. MAINTENANCE AND VALUATION OF ACCOUNTS; ESOP LOAN ALLOCATIONS.................................41 SECTION 9. DISTRIBUTION; WITHDRAWAL.....................................................................44 SECTION 10. LOANS........................................................................................54 SECTION 11. RESTORALS OF FORFEITED AMOUNTS...............................................................57 SECTION 12. ADMINISTRATION BY TRUSTEE....................................................................59 SECTION 13. ELECTION TO VOLUNTARILY SUSPEND CONTRIBUTIONS................................................60 SECTION 14. LEAVE OF ABSENCE; LAYOFF; ABSENCE ON ACCOUNT OF SICKNESS OR DISABILITY.......................61 SECTION 15. CHANGE TO NON-MANAGEMENT EMPLOYEE; TRANSFER TO ANOTHER PARTICIPATING COMPANY; TRANSFER TO AN AFFILIATE OR SUBSIDIARY NOT A PARTICIPATING COMPANY; CHANGE TO SEPARATE PARTICIPATING COMPANY; CHANGE TO CONSOLIDATED PARTICIPATING COMPANY; OTHER INTERCHANGE EMPLOYEES..............................62

i SECTION 16. DESIGNATION OF BENEFICIARIES; SPOUSAL CONSENT; DEFINITION OF SPOUSE; DISTRIBUTIONS UPON DEATH; FORFEITURE OF BENEFITS BY KILLERS.............................64 SECTION 17. BENEFITS NOT ASSIGNABLE; QUALIFIED DOMESTIC RELATIONS ORDERS; CRIMES AGAINST THE PLAN........66 SECTION 18. EXPENSES.....................................................................................68 SECTION 19. MODIFICATION OR MERGER OF PLAN...............................................................69 SECTION 20. TERMINATION OF CONTRIBUTIONS UNDER PLAN; LIQUIDATION OF THE PLAN.............................70 SECTION 21. NOTICES TO PARTICIPATING EMPLOYEES; ADMINISTRATIVE NOTICES...................................72 SECTION 22. ADOPTION OF THE PLAN BY A PARTICIPATING COMPANY..............................................73 SECTION 23. ADMINISTRATION AND INTERPRETATION OF PLAN....................................................75 SECTION 24. TOP-HEAVY PROVISIONS.........................................................................77 SECTION 25. SPECIAL RULES APPLICABLE IN EVENT OF CERTAIN NATURAL DISASTERS...............................79 SCHEDULE A - PARTICIPATING COMPANIES, APRIL 1, 2001 SCHEDULE B - MATCH PERCENTAGE, EFFECTIVE APRIL 1, 2001, SECTION 5.1(A)(II) SCHEDULE C - SCHEDULE MATCH PERCENTAGE EFFECTIVE JANUARY 1, 1999 FOR CERTAIN EMPLOYEES

ii SECTION 1. PURPOSE. The purpose of the BellSouth Retirement Savings Plan is to provide a convenient way for Employees of Participating Companies, first, to save for their retirement on a regular and long-term basis and, second, to acquire an ownership interest in BellSouth. This Plan is not a contract of employment. Thus, participation in this Plan shall not give any person either the right to be retained as an Employee or, upon his termination of employment, the right to any interest in the Trust Fund other than his interest as expressly set forth in this Plan. SECTION 2. DEFINITIONS; CONSTRUCTION. 1. Definitions For purposes of this Plan, the following terms shall have the following meanings: "ACCOUNT" shall mean the separate account maintained for each Participating Employee which represents his total proportionate interest in the Trust Fund as of any Business Day. Each Participating Employee's Account shall consist of an After-Tax Basic Account, an After-Tax Supplemental Account, a Before-Tax Basic Account, a Before-Tax Supplemental Account, a Matching Account, an ESOP Account, a Profit Sharing Account, a Qualified Non-Elective Contributions Account and a Rollover Account, all as described in this Plan, as applicable, and such other subaccounts as the Committee shall deem necessary or appropriate for the proper administration of this Plan. Effective January 1, 2002, each Participating Employee's After-Tax Basic Account, After-Tax Supplemental Account, Before-Tax Basic Account and Before-Tax Supplemental Account shall be subdivided such that contributions made directly into the BellSouth Shares Fund shall be accounted for separately, but shall continue to be component parts of such Accounts; however, any general reference to amounts invested in the BellSouth Shares Fund (contributions or otherwise) shall be referred to as being maintained in the BellSouth Shares Account. "ACP" shall mean for each Plan Year the average contribution percentage as calculated under Code section 401(m)(3) and, generally, means as to (a) the group of Eligible Employees who are Highly Compensated Employees for such Plan Year and (b) the group of all other Eligible Employees for such Plan Year, the average (expressed as a percentage) of the Contribution Percentages of the Eligible Employees in each such group. "ACP LIMIT" shall mean for each Plan Year the same as the ADP Limit, except such limit shall be applied subject to the regulations under Code sections 401(k) and 401(m) regarding the multiple use of the alternative limitations and the term ACP shall be substituted for ADP in such definition. "ACTUAL DEFERRAL PERCENTAGE" shall mean for each Plan Year the ratio (expressed as a percentage) of Before-Tax Contributions made on behalf of an Eligible Employee and, to the extent designated by the Committee, Qualified Non-Elective Contributions (excluding any Qualified Non-Elective Contributions counted for purposes of the ACP) paid to the Trustee for such Plan Year, to the Eligible Employee's Compensation for such Plan Year. If a Highly Compensated Employee participates in the Plan and one or more other plans of any Affiliates to which before-tax contributions are made (other than a plan for which aggregation with the Plan is not permitted), the before-tax contributions made with respect to such Highly Compensated Employee shall be aggregated for purposes of determining his Actual Deferral Percentage. The family aggregation rules formerly applicable to this defined term under Code section 414(q)(6) ceased to apply commencing with the Plan Year beginning January 1, 1997. "ADOPTION AGREEMENT" shall mean the agreement by which, subject to approval by the Senior Officer for Human Resources of BellSouth, either (a) one or more Affiliates join the Consolidated Plan and become Consolidated Participating Companies, or (b) one or more Affiliates or a Subsidiary (and its affiliates) adopt a Separate Plan and become Separate Participating Companies. In lieu of using an actual Adoption Agreement, the Senior Officer for Human Resources of BellSouth, in his sole discretion, may provide for a Consolidated Participating Company's adoption of the Consolidated Plan through the use of resolutions and schedules attached to the Consolidated Plan document, and the term "Adoption Agreement" as used herein shall be deemed to reference and include such documents; provided, however, if a Consolidated Participating Company wishes to adopt any terms and conditions which differ from those as set forth in this amended and restated Plan document, such Consolidated Participating Company must adopt the Consolidated Plan using a formal Adoption Agreement. The term "Adoption Agreement" shall include and incorporate herein, as part of the Plan, all existing Adoption Agreements entered into as part of the Retirement Savings Plan. Notwithstanding the foregoing, however, such existing adoption agreements (i) shall remain in effect only with respect to Participating Companies' elections as to the definition of Eligible Compensation and any Schedules of withdrawal and vesting provisions attached to such Adoption Agreements, and (ii) shall be invalidated with respect to Participating Companies' elections as to Normal Retirement Age, Plan loans and the ability to make Profit Sharing Contributions for Plan Years on and after January 1, 1996 and with respect to the definition of Eligible Compensation on and after January 1, 2001. With respect to such invalidated elections, the terms and conditions of this amended and restated Plan document shall control; provided, however, that Participating Companies may, with the consent of the Committee, enter into a new Adoption Agreement to provide for Profit Sharing Contributions on and after January 1, 1996. Nothing contained herein shall prevent a Participating Company from amending (with the consent of the Committee) an Adoption Agreement with respect to those provisions which are not invalidated above. "ADP" shall mean for each Plan Year the average actual deferral percentage as calculated under Code section 401(k)(3) and, generally, means as to (a) the group of Eligible Employees who are Highly Compensated Employees and (b) the group of all other Eligible Employees for such Plan Year, the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Employees in each such group. "ADP LIMIT" shall mean for each Plan Year that (a) the ADP for Eligible Employees who are Highly Compensated Employees for such Plan Year does not exceed 125% of the ADP for all other Eligible Employees for such Plan Year, or (b) the excess of the ADP for Eligible Employees who are Highly Compensated Employees for such Plan Year over the ADP for all other Eligible Employees for such Plan Year is not more than two percentage points, and the ADP for Eligible Employees who are Highly Compensated Employees for such Plan Year is not more than twice the ADP for all other Eligible Employees for such Plan Year; provided, the ADP Limit shall be determined (as a group) with respect to all Consolidated Participating Companies (as a group) and, separately, with respect to each Subsidiary (and its Affiliates) that is a Participating Company. (This current year test has always been applied under the Plan.) "AFFILIATE" shall mean at any time (a) BellSouth, (b) any corporation which at such time is a member of a controlled group of corporations as defined in Code section 414(b) which includes BellSouth, (c) any trade or business, whether incorporated or unincorporated, which at such time is considered to be under common control as defined in Code section 414(c) with BellSouth, (d) any person or organization which at such time is a member of an affiliated service group as defined in Code section 414(m) with BellSouth, and (e) any other entity required to be aggregated with BellSouth pursuant to regulations under Code section 414(o). A similar determination of "Affiliate" shall be made for each Subsidiary that is a Participating Company and, when used herein, shall be specifically identified as a Subsidiary's Affiliate. "AFTER-TAX BASIC ACCOUNT" shall mean the subaccount established to account for the After-Tax Basic Contributions made by a Participating Employee and the investment earnings and losses on such contributions; provided, effective January 1, 2002, such subaccount shall be subdivided to separately account for such contributions that are directly invested in the BellSouth Shares Fund. "AFTER-TAX BASIC CONTRIBUTIONS" shall mean the contributions made by a Participating Employee under Section 4.1(b)(i) of this Plan. "AFTER-TAX CONTRIBUTIONS" shall mean the After-Tax Basic Contributions and the After-Tax Supplemental Contributions made by a Participating Employee. "AFTER-TAX SUPPLEMENTAL ACCOUNT" shall mean the subaccount established to account for the After-Tax Supplemental Contributions made by a Participating Employee and the investment earnings and losses on such contributions, and which shall also include amounts transferred to the Plan from the Participating Employee's After-Tax Account under the Retirement Savings Plan; provided, effective January 1, 2002, such subaccount shall be subdivided to separately account for such contributions that are directly invested in the BellSouth Shares Fund. "AFTER-TAX SUPPLEMENTAL CONTRIBUTIONS" shall mean the contributions made by a Participating Employee under Section 4.1(b)(ii) of this Plan. "BEFORE-TAX BASIC ACCOUNT" shall mean the subaccount established to account for the Before-Tax Basic Contributions made on behalf of a Participating Employee and the investment earnings and losses on such contributions, and which shall also include amounts transferred to the plan from the Participating Employee's Before-Tax Basic Account under the Retirement Savings Plan; provided, effective January 1, 2002, such subaccount shall be subdivided to separately account for such contributions that are directly invested in the BellSouth Shares Fund. "BEFORE-TAX BASIC CONTRIBUTIONS" shall mean the Contributions made by a Participating Company on behalf of a Participating Employee under Section 4.1(a)(i) of this Plan. "BEFORE-TAX CONTRIBUTIONS" shall mean the Before-Tax Basic Contributions and the Before-Tax Supplemental Contributions made on a Participating Employee's behalf. "BEFORE-TAX SUPPLEMENTAL ACCOUNT" shall mean the subaccount established to account for the Before-Tax Supplemental Contributions made on behalf of a Participating Employee and the investment earnings and losses on such contributions, and which shall also include amounts transferred to the Plan from the Participating Employee's Before-Tax Supplemental Account under the Retirement Savings Plan; provided, effective January 1, 2002, such subaccount shall be subdivided to separately account for such contributions that are directly invested in the BellSouth Shares Fund. "BEFORE-TAX SUPPLEMENTAL CONTRIBUTIONS" shall mean the contributions made by a Participating Company on behalf of a Participating Employee under Section 4.1(a)(ii) of this Plan. "BELLSOUTH" shall mean BellSouth Corporation, a Georgia corporation, and any successor to BellSouth Corporation. "BELLSOUTH SHARES" shall mean shares of the common stock of BellSouth. "BELLSOUTH SHARES ACCOUNT" shall mean, effective January 1, 2002, the separate accounting of the portion of a Participating Employee's Account reflecting such Participating Employee's interest in the BellSouth Shares Fund and shall include the portions of the Participating Employee's After-Tax Basic Account, After-Tax Supplemental Account, Before-Tax Basic Account and Before-Tax Supplemental Account that reflect contributions made on behalf of such Participating Employee directly into the BellSouth Shares Fund in addition to other portions of a Participating Employee's Account invested in the BellSouth Shares Fund. "BELLSOUTH SHARES DIVIDENDS" shall mean the cash dividends on BellSouth Shares held in the BellSouth Shares Fund. "BELLSOUTH SHARES FUND" shall mean the investment fund described in the Trust Agreement consisting of BellSouth Shares other than the ESOP Fund. "BREAK IN SERVICE" shall mean (a) for eligibility purposes, any 12-consecutive month period beginning on an Employee's employment commencement date or an anniversary of such employment commencement date during which the Employee does not complete more than 500 Hours of Service and (b) for purposes of Section 11, (i) each Plan Year beginning after December 31, l988 during which an Employee does not complete more than 500 Hours of Service and (ii) each Plan Year beginning before January 1, 1989 during which (A) class year vesting was in effect under this Plan and (B) an Employee was not performing services for an Affiliate or Subsidiary on the last day of such Plan Year. Solely for purposes of determining whether an Employee has incurred a Break in Service after December 31, 1988, each Employee will be credited with 45 Hours of Service for each week during an absence from work for any period by reason of (1) the Employee's pregnancy, (2) the birth of the Employee's child, (3) the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (4) caring for such child for a period beginning immediately following such birth or placement; provided, no hours will be credited for such absence unless such Employee timely furnishes to the Committee such evidence of the nature and duration of such absence as may be required by the Committee. The hours to be credited for such a child-related absence shall be credited (to the extent of such absence in such Plan Year or 6-consecutive month eligibility period) exclusively to the Plan Year, with respect to Section 11, or to the 6-consecutive month eligibility period, with respect to eligibility, in which the absence from work begins, but only to the extent such credit is needed to prevent such Employee from incurring a Break in Service in such period under the rules set forth as part of this definition, or, if no such credit is needed to prevent a Break in Service in that period, the hours to be credited for such a child-related absence shall be credited (to the extent of such absence in such immediately following Plan Year or 6-consecutive month eligibility period) exclusively to such immediately following Plan Year or 6-consecutive month eligibility period, as the case may be. "BUSINESS DAY" shall mean each day on which the Trustee operates and is open to the public for its business. If more than one trust is used as a funding vehicle for the Plan, Business Day shall be determined by reference to the institutional Trustee; provided, if there is more than one institutional Trustee, the Committee shall designate and specify the institutional Trustee with respect to which Business Day shall be determined. "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to time. "COMMITTEE" shall mean the Savings Plan Committee described in Section 23.2 of this Plan. "COMPENSATION" shall mean, with respect to a Participating Employee, the lesser of the amounts described in clauses (a) and (b), as follows: (a) the total of (1) all of the Participating Employee's wages, as defined in Code section 3401(a), that are reportable by BellSouth and the other Affiliates for federal income tax purposes on IRS Form W-2, plus (2) all before-tax, salary deferral or reduction contributions made to the Plan and other Code section 401(k) and section 125 plans of the Affiliates on behalf of the Participating Employee for such Plan Year (including any contributions made under Code section 402(e)(3), 402(h) or 403(b)), plus (3) for Plan Years beginning on or after January 1, 2001, any elective amounts which are not includible in the gross income of the Participating Employee by reason of Code section 132(f)(4); provided, on a plan year-by-plan year basis, the Committee may elect to use any other definition of "Compensation" that satisfies the nondiscrimination requirements of Code section 414(s); provided further, in a Plan Year in which a Participating Employee becomes an Eligible Employee, the total in clause (1) shall include such wages beginning with the pay period that begins with or immediately follows the first day of the month immediately following the date on which he becomes an Eligible Employee; and (b) for any Plan Year (or other applicable period) $150,000, as adjusted by the Secretary of the Treasury under Code section 401(a)(17) for cost-of-living increases (for 2001, $170,000). The family aggregation rules formerly applicable to this defined term ceased to apply commencing with the Plan Year beginning January 1, 1997. Compensation shall be determined on a plan-by-plan basis and, within each plan, with respect to all Affiliates (as a group) and, separately, with respect to each Subsidiary (and its Affiliates). "CONSOLIDATED PARTICIPATING COMPANY" shall mean each Affiliate that adopts this Plan pursuant to the terms of Sections 22.1 and 22.2, such that it participates in the Consolidated Plan. "CONSOLIDATED PLAN" shall mean the Plan, as in effect from time to time and as adopted and maintained (pursuant to the terms of Sections 22.1 and 22.2) by BellSouth and other Affiliates and Subsidiaries as one single plan (within the meaning of Code section 414(1)). The Consolidated Plan shall consist of (a) a copy of this Plan document and all schedules hereto, and (b) the Adoption Agreements of all of the Affiliates participating in the Consolidated Plan, reflecting the special terms applicable to the Consolidated Participating Companies' participation in the Plan. "CONTRIBUTION PERCENTAGE" shall mean for each Plan Year the ratio (expressed as a percentage) of After-Tax Contributions and Matching Contributions (and, if elected by the Committee under Code section 401(m)(3), Before-Tax Contributions and/or Qualified Non-Elective Contributions) made by or on behalf of an Eligible Employee for such Plan Year to the Eligible Employee's Compensation for such Plan Year. If a Highly Compensated Employee participates in the Plan and one or more other plans of any Affiliates to which matching or after-tax contributions are made (other than a plan for which aggregation with the Plan is not permitted), the matching and after-tax contributions made with respect to such Highly Compensated Employee shall be aggregated for purposes of determining his Contribution Percentage. The family aggregation rules formerly applicable under Code section 414(q)(6) ceased to apply commencing with the Plan Year beginning January 1, 1997. "DISABILITY" shall mean that a Participating Employee has been determined to be disabled under the BellSouth short-term disability plan covering management employees or its successor plan; provided, if a Participating Employee is not covered under such a plan, the Committee shall cause the same standards as to short-term disability to be applied to determine such employee's status. "ELIGIBLE COMPENSATION" shall mean, for each Eligible Employee of a Participating Company, (a)(i) the sum of such Employee's base salary, lump sum merit awards and incentive compensation (other than awards under any long or short term incentive plan for senior management) received from the Participating Company as determined from the Participating Company's payroll records prior to any deferrals made by such Eligible Employee under (A) Section 4.1(a) of this Plan, (B) any Code Section 125 plan maintained by a Participating Company, or (C) for Plan Years beginning on or after January 1, 2001, any elective amounts not includible in the gross income of an Eligible Participant due to Code Section 132(f)(4); (ii) including amounts of back pay representing back payments of any of the amounts described in clause (a)(i) hereof, but only to the extent (A) such amounts would have been treated as Eligible Compensation hereunder if paid during the period to which the back pay relates and (B) the settlement agreement, court order or similar instrument providing for the award of such back pay specifies that it should be included in compensation for purposes of the Plan; and (iii) excluding overtime, shift differentials and other premium pay; or (b) such other meaning as set forth in the applicable Adoption Agreement; provided, however, that in a Plan Year in which a Participating Employee becomes an Eligible Employee, the sum in clause (a) shall include such amounts beginning with the pay period that begins with or immediately follows the first day of the month immediately following the date on which such Employee becomes an Eligible Employee. Notwithstanding anything contained herein to the contrary, (1) the Eligible Compensation which is taken into account under this Plan for any Plan Year shall not exceed $150,000, as adjusted for cost of living increases in accordance with Code section 401(a)(17) (for 2001, $170,000); and (2) for purposes of allocating Profit Sharing Contributions, "Eligible Compensation" shall have the same meaning as is attributed to the term "Compensation" under this Section 2.1, or such other definition of "Eligible Compensation" that satisfies the nondiscrimination requirements of Code section 414(s). The family aggregation rules formerly applicable to this defined under Code section 414(q)(6) term ceased to apply commencing with the Plan Year beginning January 1, 1997. "ELIGIBLE EMPLOYEE" shall mean an Employee (a) who has attained age 18, (b) who is a regular Employee in the active service of a Participating Company (on a full-time or part-time basis) and (c) who has been employed for one full calendar month by either: (i) a Participating Company, Affiliate or Subsidiary which has adopted the Plan; or (ii) an Interchange Company (if the applicable Interchange Agreement covers such Employee and provides that this Plan shall recognize such Employee's service with that Interchange Company). An Employee shall be deemed an Eligible Employee for the purpose of participation in this Plan if, (1) at any time prior to January 1, 1984, such Employee was eligible to participate in the Bell System Savings Plan for Salaried Employees or the Bell System Savings and Security Plan, or (2) at any time prior to the adoption of this Plan by the Employee's Participating Company, such Employee was eligible to participate in a Predecessor Plan or any other qualified defined contribution plan sponsored by the Employee's Participating Company and he is an Employee of such Participating Company immediately before its adoption of this Plan. Notwithstanding the foregoing, (A) any Non-Management Employee (including any Non-Management Employee serving as an Acting Manager) employed by a Participating Company who has adopted the Savings and Security Plan (except for Non-Management Employees employed by BellSouth Advertising and Publishing Corporation in the following job classifications: (i) Directory Advertising Sales Representative, (ii) Major Accounts Representatives, (iii) Premise Non-Ad Representatives, and (iv) e-Representatives) shall not be eligible to participate in this Plan; and (B) an Employee shall not be an Eligible Employee if he is (i) a "leased employee" within the meaning of Code section 414(n), (ii) otherwise paid by a leasing organization rather than by a Participating Company, (iii) treated as an independent contractor under the personnel policies and practices of his Participating Company, (iv) a nonresident alien employed outside the United States who receives no U.S. source income, or (v) unless otherwise provided in the applicable collective bargaining agreement, included in a unit of Employees covered by a collective bargaining agreement between employee representatives and an Affiliate or Subsidiary. An Eligible Employee who has terminated employment and who is reemployed by a Participating Company shall become an Eligible Employee upon his reemployment. "ELIGIBLE PARTICIPANT" shall mean for each Plan Year each Eligible Employee employed by a Participating Company on the last day of such Plan Year. "EMPLOYEE" shall mean any person employed as an employee by an Affiliate or Subsidiary, including an individual who is a "leased employee" within the meaning of Code section 414(n). Effective January 1, 1997, the term "leased employee" shall include only persons performing services under the primary direction and control of an Affiliate or Subsidiary and otherwise meeting the definition of Code section 414(n). "ENROLLMENT DATE" shall mean the first day of each calendar month. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. "ESOP" shall mean the part of this Plan which is intended to qualify as an employee stock ownership plan under Code sections 401(a) and 4975(e)(7) and related sections of the Code. "ESOP ACCOUNT" shall mean the subaccount established to account for each Participating Employee's interest in the ESOP Fund. "ESOP COMPANY" shall mean a Participating Company which participates in the ESOP, as set forth on Schedule A, which shall be amended from time to time. "ESOP DIVIDENDS" shall mean the cash dividends on BellSouth Shares which are applied to repay an ESOP Loan. "ESOP FUND" shall mean the investment fund which consists of BellSouth Shares which have been released from the ESOP Loan Suspense Account for periods beginning after June 30, 1989 or which otherwise have been purchased with Matching Contributions for periods beginning after December 31, 1989, or both, the investment earnings on such BellSouth Shares and any cash set aside to purchase BellSouth Shares and the investment earnings thereon, for periods beginning after December 31, 1989. "ESOP LOAN" shall mean a loan or other extension of credit to the Trustee which satisfies the requirements of Code section 4975(d)(3), ERISA section 408(b)(3) and the regulations related to such sections, the proceeds of which are used by the Trustee (a) to purchase BellSouth Shares for the ESOP, (b) to refinance another ESOP Loan or (c) to repay another ESOP Loan. "ESOP LOAN SUSPENSE ACCOUNT" shall mean a separate fund within the Trust Fund established by the Trustee which consists of the BellSouth Shares acquired with the proceeds of an ESOP Loan which have not been released to the ESOP Fund and the income other than ESOP Dividends) on such shares. "EXCESS AGGREGATE CONTRIBUTIONS" shall mean for each Plan Year the excess of (a) the aggregate amount of After-Tax Contributions and Matching Contributions (and, if elected by the Committee under Code section 401(m)(3), Before-Tax Contributions) paid into this Plan for such Plan Year and allocated to the Accounts of Highly Compensated Employees over (b) the maximum amount that could be allocated to the Accounts of Highly Compensated Employees for such Plan Year without violating the ACP Limit, all as described in Code section 401(m)(2). "EXCESS CONTRIBUTIONS" shall mean for each Plan Year the excess of (a) the aggregate amount of Before-Tax Contributions paid into the Plan for such Plan Year and allocated to the Accounts of Highly Compensated Employees over (b) the maximum amount of Before-Tax Contributions that could be allocated to the Accounts of Highly Compensated Employees for such Plan Year without violating the ADP Limit, all as described in Code section 401(k)(3). "HIGHLY COMPENSATED EMPLOYEE" shall be determined for all Consolidated Participating Companies (as a group) and, separately, for each Subsidiary (and its Affiliates) which is a Participating Company and shall mean each Employee of an Affiliate who is described in subsections (a)(1) or (2) below, as modified by subsections (b), (c), and (d) hereof: a. General Rule. (1) An Employee who at any time during the current Plan Year or the immediately preceding Plan Year owned (or was considered as owning within the constructive ownership rules of Code section 318 as modified by Code section 416(i)(1)(B)(iii)) more than 5 percent of the outstanding stock of a corporate Affiliate or stock possessing more than 5 percent of the total combined voting power of all stock of a corporate Affiliate or more than 5 percent of the capital or profits interest in a noncorporate Affiliate; or (2) An Employee who at any time during the immediately preceding Plan Year received Compensation from an Affiliate in excess of $80,000 ($85,000 for determining Highly Compensated Employees for 2001 and as further adjusted by the Secretary of Treasury under Code section 414(q) (which references Code section 415(d) and the regulations promulgated thereunder for cost of living increases)). b. Inapplicable Rules. The top paid group rules, as described in Code section 414(q), have not been applied in determining Highly Compensated Employees and will not apply unless the Plan is amended to specifically provide therefor. Commencing with the Plan Year beginning January 1, 1997, the family aggregation rules formerly applicable to this defined term ceased to apply. For Plan Years beginning prior to January 1, 1997, the determination of Highly Compensated Employee was based on Code section 414(q) as in effect prior to the Small Business Job Protection Act of 1996. c. Former Employees. For purposes of this Section, a former Employee shall be treated as a Highly Compensated Employee if (1) the former Employee was a Highly Compensated Employee at the time the Employee separated from service with all Affiliates or (2) the former Employee was a Highly Compensated Employee at any time after he attained age 55. d. Nonresident Aliens. For purposes of this Section, nonresident aliens who receive no earned income from an Affiliate which constitutes income from sources within the United States (as described in Code section 414(q)(11)) shall not be treated as Employees. e. Compliance with Code Section 414(q). The determination of who is a "Highly Compensated Employee", including all of the parts of that definition, shall be made in accordance with Code section 414(q) and the regulations promulgated thereunder. "HOUR OF SERVICE" shall mean each hour for which an Employee is entitled to credit in accordance with Section 2530.200b-2(a) of the U.S. Department of Labor Rules and Regulations for Minimum Standards for Employee Pension Benefit Plans for working and nonworking hours for which he is paid as determined in accordance with Section 2530.200b-2(b) and (c) of such rules and regulations. For example: a. An Hour of Service shall be each hour for which an Employee is paid, or entitled to payment, for the performance of duties for a Participating Company, an Affiliate or Subsidiary during the applicable computation period; b. An Hour of Service shall be each hour (1) for which an Employee is paid, or entitled to payment, by a Participating Company, an Affiliate or Subsidiary on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence, and (2) for which an Employee is required to be provided leave under the Uniformed Services Employment and Reemployment Rights Act of 1994 for reemployments initiated after December 12, 1994. Notwithstanding the preceding sentence, (i) no more than 501 Hours of Service are required to be credited under this clause (b) to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); (ii) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workmen's compensation or unemployment compensation or disability insurance laws; and (iii) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee; c. An Hour of Service is each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by a Participating Company, an Affiliate or Subsidiary. The same Hours of Service shall not be credited both under Paragraph (a) or Paragraph (b), as the case may be, and under this Paragraph (c). In lieu of actually recording each Hour of Service which is completed by an Employee whose hours are not required to be counted and reported under any Federal law, such as the Fair Labor Standards Act, each Employee will be credited with 45 Hours of Service for each week in which he completes at least one Hour of Service. "INTERCHANGE AGREEMENT" shall mean any agreement between a Participating Company and an Interchange Company which provides for the interchange of benefit obligations between the Participating Company and such Interchange Company. "INTERCHANGE COMPANY" shall mean a company, other than a Participating Company, which is a party to an Interchange Agreement and any affiliate or subsidiary of such company identified in that Interchange Agreement. "MANAGEMENT SAVINGS PLAN" shall mean the BellSouth Management Savings and Employee Stock Ownership Plan adopted effective April 1, 1985, last amended and restated effective January 1, 1994, into which the Retirement Savings Plan was merged, effective as of April 1, 1996. The Management Savings Plan survives in the form of the Plan. "MATCHING ACCOUNT" shall mean the subaccount established to account for the Matching Contributions made on behalf of a Participating Employee and the investment earnings and losses on such contributions which are not allocable to the Participating Employee's ESOP Account, and which shall also include amounts transferred to the Plan from the Company Matching Contributions Account under the Retirement Savings Plan. "MATCHING CONTRIBUTIONS" shall mean contributions to this Plan made in cash or BellSouth Shares by each Participating Company on behalf of each Participating Employee under Section 4.2(a) of this Plan. "NON-ESOP COMPANY" shall mean a Participating Company which does not participate in the ESOP, as set forth on Schedule A, which shall be amended from time to time. "NON-MANAGEMENT EMPLOYEE" shall mean an Employee (a) who is not classified as a "salaried employee" under the personnel policies and practices of BellSouth or the Affiliate or Subsidiary which employs such individual, (b) whose pay is not determined based on a monthly or annual rate, or (c) whose position is subject to automatic wage progression. "NORMAL RETIREMENT AGE" for each Eligible Employee shall mean age 65 or, for a Participant in a Separate Plan, such earlier age as is specified in the applicable Adoption Agreement. "PARTICIPATING COMPANY" shall mean BellSouth and each Affiliate or Subsidiary which shall have determined by resolution of its Board of Directors or equivalent governing body to adopt this Plan pursuant to Section 22. "Participating Company" shall include and refer to either and/or both a Consolidated Participating Company and a Separate Participating Company, as set forth on Schedule A, which shall be amended from time to time. "PARTICIPATING EMPLOYEE" shall mean each individual (a)(i) who is an Eligible Employee (or former Eligible Employee) who has elected to participate in this Plan, (ii) who is an Employee (or former Employee) on whose behalf amounts held in a Predecessor Plan shall have been transferred to an Account in this Plan under Section 3.2 or (iii) solely for purposes of Sections 9.2, 9.3, 10 and 15, who is an employee of Bell Communications Research, Inc., or (iv) for whom contributions have been made for a Plan Year, and (b) whose Account has not been fully distributed. "PLAN" shall mean this BellSouth Retirement Savings Plan as in effect from time to time and, where the context requires, the Plan or Predecessor Plan as previously in effect. Unless otherwise specified or clear from the context, "Plan" shall include and refer to either and/or both the Consolidated Plan and a Separate Plan. "PLAN RULES" shall mean those rules and procedures established from time to time by the Committee, or administrative practice. "PLAN YEAR" shall mean the calendar year or, for a Separate Plan, such other period specified in such Plan's Adoption Agreement. "PREDECESSOR PLAN" shall mean (i) the BellSouth Savings Plan for Salaried Employees, (b) the BellSouth Enterprises Retirement Savings Plan, and (c) any Qualified Savings Plan sponsored by a Participating Company, the assets of which are transferred to this Plan in accordance with Plan Rules as a result of the acquisition of the Participating Company by BellSouth, an Affiliate or a Subsidiary or as a result of the Participating Company's adoption of this Plan. "PROCESSING DATE" shall mean the Business Day established by administrative practice for the purpose of processing distributions and withdrawals, even if actual processing is made at a later date due to delays in the valuation, administration or any other procedure. "PROFIT SHARING ACCOUNT" shall mean the subaccount established to account for Profit Sharing Contributions made by a Participating Company on behalf of an Eligible Participant and the investment earnings and losses on such contributions, and which shall include those amounts transferred to the Plan from a Participating Employee's Profit Sharing Account under the Retirement Savings Plan. "PROFIT SHARING CONTRIBUTIONS" shall mean contributions to this Plan made in accordance with the terms of Section 4.2(b), by a Participating Company on behalf of each Eligible Employee employed by such Participating Company. "QUALIFIED NON-ELECTIVE CONTRIBUTIONS" shall mean contributions to this Plan made by a Participating Company under Section 4.2(c) of this Plan, and which shall also include those amounts transferred to the Plan from a Participating Employee's Qualified Non-Elective Contributions Account under the Retirement Savings Plan. "QUALIFIED NON-ELECTIVE CONTRIBUTIONS ACCOUNT" shall mean the subaccount established to account for the Qualified Non-Elective Contributions made by a Participating Company on behalf of an Eligible Participant and the investment earnings and losses on such contributions. "QUALIFIED SAVINGS PLAN" shall mean a defined contribution plan qualified under Code section 401(a) whose trust or other funding arrangement is exempt from tax under Code section 501, and which is acceptable to the Committee, in its discretion, for purposes of the transfer of assets from such plan to this Plan or the transfer of assets from this Plan to such plan. "REHIRED PARTICIPATING EMPLOYEE" means an Employee who immediately becomes an active Participating Employee upon his reemployment or change in employment status. "RETIREMENT SAVINGS PLAN" shall mean the BellSouth Enterprises Retirement Savings Plan, which was adopted effective January 1, 1989, last amended and restated effective January 1, 1994, and merged into and with the Management Savings Plan, effective as of April 1, 1996. "ROLLOVER ACCOUNT" shall mean the subaccount established to account for the rollover contributions made by a Participating Employee under Section 3.4 of this Plan and the investment earnings and losses on such rollover contributions. "SAVINGS AND SECURITY PLAN" shall mean the BellSouth Savings and Security Plan adopted effective January 1, 1984, as in effect from time to time. "SEPARATE PARTICIPATING COMPANY" shall mean each Affiliate (other than BellSouth) or Subsidiary that adopts this Plan pursuant to the terms of Section 22.1 and 22.3, such that it participates in a Separate Plan. "SEPARATE PLAN" shall mean the BellSouth Retirement Savings Plan, as in effect from time to time and as adopted and maintained (pursuant to the terms of Sections 22.1 and 22.3) by one or more Affiliates (other than BellSouth) or a Subsidiary and its affiliates, as a single plan (within the meaning of Code section 414(l)) separate and distinct from the Consolidated Plan. A Separate Plan shall consist of (a) a copy of this Plan document and (b) the Adoption Agreement(s) of all of the Affiliates, or of the Subsidiary and its affiliates, participating therein. "SUBSIDIARY" shall mean any corporation (other than an Affiliate) of which more than 50% of the voting stock is owned directly or indirectly by BellSouth, or a partnership, joint venture or other trade or business of which 50% of the profits or capital interest is owned directly or indirectly by BellSouth. "TRUST AGREEMENT" shall mean the trust agreement between BellSouth and the Trustee referred to in Section 12 of this Plan, or any successor to such agreement. "TRUSTEE" shall mean the trustee or trustees serving from time to time under the Trust Agreement. "TRUST FUND" shall mean the assets of every kind and description held under the Trust Agreement. "TRUST-TO-TRUST TRANSFER" shall mean a transfer made in accordance with procedures approved by the Committee of assets or cash proceeds from the sale of assets, other than amounts deemed to be accumulated deductible employee contributions within the meaning of Code section 72(o)(5), (1) from the trust or other funding arrangement of a Qualified Savings Plan or the BellSouth Employee Stock Ownership Plan to the Trust Fund, which assets shall be held under this Plan in the name of the Participating Employee whose interest is being transferred, or (2) from the Trust Fund to the trust or other funding arrangement of a Qualified Savings Plan, which assets thereafter shall be held under the terms of such Qualified Savings Plan. "UNITS" shall mean the Units referred to in Section 8.2 of this Plan. "YEAR OF VESTING SERVICE" shall mean a Plan Year during which an Employee completes at least 1,000 Hours of Service. For purposes of determining an Employee's Years of Vesting Service, the term "Hours of Service" shall be deemed to include (1) such hours attributable to employment with a Participating Company, Affiliate or Subsidiary, (2) such hours attributable to employment with an Interchange Company (if the applicable Interchange Agreement covers such Employee and provides that the Plan shall recognize such Employee's service with that Interchange Company), (3) such hours attributable to employment with Houston Cellular Telephone Company after April 4, 1989 and before January 1, 2001, and (4) such hours attributable to employment with Los Angeles Cellular Telephone Company after April 4, 1989 and before January 1, 2001. 2. Construction. Unless the context clearly requires otherwise, the masculine pronoun whenever used shall include the feminine and neuter pronoun, and the singular shall include the plural and the plural shall include the singular. Section headings are included for convenience of reference and are not intended to add to or subtract from the terms of the Plan. All references to Sections and to Paragraphs shall be to Sections and Paragraphs of this Plan unless another reference is specified. SECTION 3. PARTICIPATION. 1. Election to Participate. a. An Eligible Employee may elect in advance to become a Participating Employee in this Plan, effective as of the Enrollment Date immediately following the date on which he became an Eligible Employee, by authorizing contributions under Section 4.1 and directing the investment of such contributions under Section 7 in accordance with Plan Rules. Within a reasonable period of time before an Eligible Employee's initial Enrollment Date that occurs on or after January 1, 1999 (or, for a Rehired Participating Employee, within a reasonable time after he recommences participation), the Committee (or its designee) shall notify such individual that, by becoming and remaining an Eligible Employee, he automatically has elected, effective for the first paycheck after his Enrollment Date (or, for a Rehired Participating Employee, for the first paycheck on or after the 30th day following his reentry into the plan), to make a Before-Tax Basic Contribution to the Plan at a rate equal to 3% of his Eligible Compensation; provided, such Eligible Employee may, within a reasonable time before his first paycheck due on or after his Enrollment Date (or the 30-day anniversary of the reentry into the Plan, if applicable) complete a new election to modify or revoke such passive election, and such passive election shall not be effective. Once such passive election becomes effective, it shall apply to each subsequent paycheck until modified or revoked. Unless and until an Eligible Employee who enrolls in the Plan through a passive election elects otherwise, his contributions shall be invested in the Interest Income Fund. b. An Eligible Employee who, on June 30, 2001, actively participated in the Plan shall continue to be a Participating Employee in this amended and restated Plan. Each such Eligible Employee's authorized contributions and investment directions as in effect on June 30, 2001 shall remain in effect for this amended and restated Plan until changed. 2. Transfers from a Predecessor Plan. An individual with respect to whom amounts held in a Predecessor Plan shall have been transferred to an Account in this Plan shall become a Participating Employee in this Plan upon such transfer with respect to such transferred amounts; however, no such individual shall be eligible to elect contributions under Section 4.1 or to receive an allocation of contributions under Section 4.2 unless he is also an Eligible Employee and he satisfies the requirements for such elections and allocations. 3. Trust-to-Trust Transfers. a. Change From Non-Management to Management Status. An Employee who was a participant in the Savings and Security Plan and who becomes an Eligible Employee shall have the value of his account in said plan (other than the value of his ESOP account held in said plan), if any, automatically transferred to this Plan in accordance with the terms of such plan and Plan Rules through a Trust-to-Trust Transfer. b. Transfer From Interchange Company, Affiliate or Subsidiary not a Participating Company. An Eligible Employee who commences employment with a Participating Company within a period of 30 days following his termination of employment with an Interchange Company or an Affiliate or Subsidiary which is not a Participating Company and who has elected to participate in this Plan in accordance with Section 3.1 may further elect a Trust-To-Trust Transfer to this Plan from a Qualified Savings Plan maintained by such Interchange Company, Affiliate or Subsidiary, and any such election shall be effective if made in accordance with Plan Rules, and any Interchange Agreement which may be applicable. A Participating Employee's vested interest in such transferred amounts shall be determined in accordance with the terms of this Plan unless otherwise specified in any applicable Interchange Agreement. c. Transfer from PAYSOP. A Participating Employee who is a participant in the BellSouth Employee Stock Ownership Plan (PAYSOP) may, upon his termination of employment with a Participating Company, elect a Trust-to-Trust Transfer to this Plan from the BellSouth Employee Stock Ownership Plan (PAYSOP) of not less than the entire amount credited to his account under such plan, and any such election shall be effective if made in accordance with Plan Rules. 4. Rollover Contributions. A Participating Employee may contribute in accordance with Plan Rules the following amounts to the Plan: a. part or all of a distribution, or the cash proceeds from the sale of distributed property, acceptable to the Trustee which qualifies as an "eligible rollover distribution" within the meaning of Code section 402(c)(4) or 403(a)(4), either from a trust described in Code section 401(a) and exempt from tax under Code section 501 or from a Code section 403(a) annuity plan, less any amounts considered to be after-tax employee contributions or accumulated deductible employee contributions; or b. a distribution from an individual retirement account or annuity or the redemption of retirement bonds, the entire amount of which distribution or redemption is from a source described in subparagraph (a) of this Section 3.4. Such contribution must be paid to this Plan on or before the 60th day after receipt by the Participating Employee of the distribution. Amounts so contributed thereafter shall be held in the Trust Fund under this Plan as a completely separate Rollover Account in accordance with Plan Rules. Such Rollover Account shall at all times be fully vested and nonforfeitable. No contributions made under this Section 3.4 shall be taken into account to determine a Participating Company's obligation to make contributions under Section 4.2. 5. Transfers from a Qualified Savings Plan. From time to time the Plan may accept the transfer of assets (and the corresponding benefit liabilities) from any Qualified Savings Plan sponsored by any entity or division or subdivision thereof which becomes a part of a Participating Company in accordance with Plan Rules. An individual with respect to whom amounts held in a Qualified Savings Plan shall have been transferred to an Account in this Plan shall become a Participating Employee in this Plan upon such transfer with respect to such transferred amounts; however, no such individual shall be eligible to elect contributions under Section 4.1 or to receive an allocation of contributions under Section 4.2 unless he is also an Eligible Employee and he satisfies the requirements for such elections and allocations. A Participating Employee's vested interest in such transferred amounts shall be determined in accordance with the most favorable terms of this Plan and such Qualified Savings Plan, the vested interest to be determined at each relevant point in time by reference to the terms of the plan which, at that point in time, would provide the greater vested percentage; provided, however, if the transfer is intended to satisfy the elective transfer rules of Code section 411(d)(6), then such Participating Employee shall be fully vested in the amounts transferred to this Plan. SECTION 4. CONTRIBUTIONS. 1. Employee Contributions from Eligible Compensation. a. Before-Tax Contributions. (i) Before-Tax Basic Contributions. An Eligible Employee who becomes a Participating Employee in accordance with Section 3.1 may elect Before-Tax Basic Contributions on his behalf in 1% increments from 2% to 6% of his Eligible Compensation. (ii) Before-Tax Supplemental Contributions. If a Participating Employee's Before-Tax Basic Contributions for any period equals 6% of his Eligible Compensation, he may further elect, in accordance with Plan Rules, that his Participating Company make Before-Tax Supplemental Contributions on his behalf for that same period in 1% increments from 1% to 9% of his Eligible Compensation. The sum of a Participating Employee's Before-Tax Basic Contributions and Before-Tax Supplemental Contributions elected for any period shall not exceed 15% of his Eligible Compensation. (iii) Description. An election of Before-Tax Contributions shall mean that the Participating Employee has entered into a "qualified cash or deferred arrangement" as described in Code section 401(k)(2) so that such contributions made on a Participating Employee's behalf by a Participating Company are not currently includable in his gross income by reason of the application of Code section 402(e)(3). b. After-Tax Contributions. (i) After-Tax Basic Contributions. A Participating Employee may elect, in accordance with Plan Rules, to make After-Tax Basic Contributions in 1% increments from 1% to 6% of his Eligible Compensation. However, the sum of a Participating Employee's Before-Tax Basic Contributions elected under Section 4.1(a)(i) and his After-Tax Basic Contributions elected under this Section 4.1(b)(i) for any period shall be at least 2% and shall not exceed 6% of his Eligible Compensation for such period. (ii) After-Tax Supplemental Contributions. If the sum of a Participating Employee's Before-Tax Basic Contributions and After-Tax Basic Contributions elected for any period equals 6% of his Eligible Compensation, he may further elect, in accordance with Plan Rules, to make After-Tax Supplemental Contributions for the same period in 1% increments from 1% to 9% of his Eligible Compensation. However, a Participating Employee's total combined Before-Tax Contributions elected under Section 4.1(a) and After-Tax Contributions elected under this Section 4.1(b) for any period may not exceed 15% of his Eligible Compensation for such period. Moreover, a Participating Employee's actual combined Before-Tax Contributions and After-Tax Contributions for any period may not exceed 15% of his Eligible Compensation. (iii) Description. After-Tax Contributions shall mean contributions which are includable when made in the Participating Employee's compensation which is required to be reported by his Participating Company to the Internal Revenue Service for inclusion as taxable wages on the Participating Employee's Form W-2. c. Effective Date. Contributions will begin as soon as practicable after the Enrollment Date on which the Eligible Employee begins his participation in this Plan under Section 3 and elects that contributions be made on his behalf under this Section 4 (generally, with respect to Eligible Compensation paid for the first payroll period beginning after such Enrollment Date). Any change in contribution percentages elected by a Participating Employee shall be made effective in accordance with Section 4.1(d). d. Changes. A Participating Employee may elect, in accordance with Plan Rules, not more than once in each calendar month, to change his contribution percentages for his Before-Tax Basic Contributions, Before-Tax Supplemental Contributions, After-Tax Basic Contributions and After-Tax Supplemental Contributions. These changes shall be processed and made effective at such frequency and in such manner as is consistent with Plan Rules. e. Timing of Contributions. Each Participating Company shall use its best efforts to pay Before-Tax and After-Tax Contributions to the Trustee as of the earliest date on which such contributions can reasonably be segregated from the Participating Company's general assets (generally not to exceed 15 business days after the end of the calendar month within which such amounts otherwise would have been payable in cash to the Participant) or such earlier time as may be required by law. f. Vesting. Subject to the limitations in Section 6, net investment gains or losses and any other proper charges and credits to the Trust Fund, a Participating Employee's Before-Tax Contributions and After-Tax Contributions shall be nonforfeitable. g. Payroll Deductions. A Participating Employee shall make contributions to this Plan under this Section 4.1 only through payroll deductions and such contributions shall come only from his Eligible Compensation. h. Insufficient Eligible Compensation. No contributions under this Section 4.1 shall be made for a payday for a Participating Employee if his Eligible Compensation is insufficient (after all deductions required by law and authorized deductions for insurance and loan repayments under Section 10 of this Plan) to permit the making of the full amount of such contributions for such payday; provided, however, such an event shall not be treated as a voluntary suspension under Section 13 and such Participating Employee's Contributions under this Section 4.1 shall resume as soon as his Eligible Compensation is sufficient to make the full amount of such contributions. 2. Employer Contributions. a. Matching Contributions. (i) Amount. (A) General. Before-Tax Basic Contributions and After-Tax Basic Contributions made for a Participating Employee under Section 4.1 from his Eligible Compensation from each Participating Company shall be matched in accordance with this Section 4.2(a)(i), in an amount equal to the match percentage of such Before-Tax Basic Contributions and After-Tax Basic Contributions as determined under Paragraph (B) below. (I) ESOP Company. In the case of an ESOP Company, such match shall be made in Units representing an investment in BellSouth Shares which Units have a fair market value as of the last Business Day of such calendar month equal to such match amount. Such match in Units representing an investment in BellSouth Shares shall be made to the ESOP Fund (1) through a release of BellSouth Shares to such Fund from the ESOP Loan Suspense Account(s) as a result of payments made on any ESOP Loan(s) from any combination of Matching Contributions and ESOP Dividends (and the income thereon) and any income on ESOP Loan proceeds pending investment in BellSouth Shares, as provided in Section 8.3 and (2) from Matching Contributions to such Fund that constitute top-up contributions under Section 4.2(a)(iv) (and the income thereon). (II) Non-ESOP Company. In the case of a Non-ESOP Company, such match shall be made in the form of a cash Matching Contribution which shall be credited as provided in Paragraph (ii)(B) below and invested as provided in Section 7.2. (B) Match Percentage. The match percentage for each Participating Company shall be that percentage, or combination of percentages, set out on (i) Schedule B or, (ii) for any Participating Employee in any of the following BellSouth Advertising and Publishing Company job classifications (A) Directory Advertising Sales Representative, (B) Major Account Representative, and (C) Premise Non-Ad Representatives, the percentage, or combination of percentages, set out on Schedule C. The Committee shall determine such percentages, and the BellSouth senior officer responsible for human resources shall amend Schedule B, as necessary, for each 12 month period beginning on April 1, according to the following formula: (I) The match percentage shall be 100% on each Participating Employee's Before-Tax Basic Contributions and After-Tax Basic Contributions made from the first 2% of the Participating Employee's Eligible Compensation from the Participating Company for a month. (II) The match percentage of a Participating Employee's Before-Tax Basic Contributions and After-Tax Basic Contributions made from the next 4% of the Participating Employee's Eligible Compensation from the Participating Company for a month shall equal the sum of such Participating Company's Financial Performance Percentage and the Additional ESOP Percentage, both as set forth below: (a) Financial Performance Percentage. The Financial Performance Percentage for a Participating Company shall be the percentage determined below based upon the financial component of the BellSouth Team Excellence Award for Managers (T.E.A.M.), or any successor award, for the Participating Company's line of business, all as determined by the Committee:
Financial Performance (as a percentage of Matching standard performance) Percentage -------------------- ---------- 0% - 75% 0% 75% - 94% 30% 95% - 119% 40% 120% - 149% 50% 150% - 185% 55% more than 185% 65%
(b) Additional ESOP Percentage. The Additional ESOP Percentage shall be determined by the Committee, for so long as ESOP Dividends are deductible for federal income tax purposes under Code section 404(k), based upon increases in the per share average price of BellSouth Shares, if any, for the preceding calendar year, as follows:
Annual Share Points Added Percentage to Matching Price Increase Percentage -------------- ------------ 2% or less 8% 3% 10% 4% 12% 5% 14% 6% 16% 7% 18% 8% or more 20%
The per share average price change for each calendar year shall be the average of the daily closing share price of BellSouth Shares traded on the New York Stock Exchange for each trading day of the year compared to such average of the daily closing share prices for the immediately preceding year. The average per share price may be adjusted administratively by the Committee in its sole discretion to reflect changes in the capitalization of BellSouth, including without limitation stock dividends, stock splits, mergers, consolidation, reorganization, division and sales of assets. (III) Notwithstanding the above, the BellSouth senior officer responsible for human resources may determine and set out on Schedule B a match percentage for such Participating Company for any period which is less than the match percentage which otherwise would apply for such period under the formula above and shall be responsible for determining and setting out on Schedule B the appropriate line of business for each Participating Company. Furthermore, the BellSouth Board of Directors, in its sole discretion, may provide for an increase in the percentages otherwise determined under Paragraph (A) and/or (B) above for one or more Participating Companies for any period if the Board deems it advisable in light of participation levels, the price of BellSouth Shares or other factors. The BellSouth senior officer responsible for human resources shall revise Schedule B, as necessary, to reflect any such increased percentages declared by the Board of Directors. (ii) Vesting. Subject to the limitations in Section 6, the net investment gains and losses and any other proper charges and credits to the Trust Fund, a Participating Employee's interest in his ESOP Account and/or Matching Account shall be nonforfeitable. (iii) Limitation. No Matching Contributions shall be made, or matching Units of any kind granted, with respect to Before-Tax Supplemental Contributions or After-Tax Supplemental Contributions. (iv) Top-Up Contributions. If Units representing an investment in BellSouth Shares which are released from the ESOP Loan Suspense Account(s) from the application of Matching Contributions and ESOP Dividends (and the income thereon) and any income on ESOP Loan proceeds pending investment in BellSouth Shares, as provided in Section 8.3(b), are insufficient to satisfy the allocation requirements under Section 8.3(c) and the matching requirements described in Section 4.2(a)(i), additional Matching Contributions shall be made by each ESOP Participating Company, to the extent the Committee determines necessary, to satisfy both such requirements. (v) Excess BellSouth Shares. In the event the value of the BellSouth Shares released from the ESOP Loan Suspense Account and transferred to the ESOP Fund for any Plan Year exceeds the amount required to satisfy the allocation requirements under Section 8.3(c) and the matching requirements described in Section 4.2(a)(i) for such Plan Year (after taking into account any top-up contributions made earlier during the Plan Year under Section 4.2(a)(iv)), such excess amount shall be referred to as "Excess BellSouth Shares" and shall be allocated pursuant to the terms of Section 5.2(d). b. Profit Sharing Contributions. (i) Election. A Participating Company may elect to participate in the profit sharing plan described in this Section 4.2(b) for its Eligible Participants, with the approval of the senior officer responsible for human resources of BellSouth. (ii) Profit Sharing Contributions. A Participating Company which has elected to participate in the profit sharing plan may (but shall not be required to) make a Profit Sharing Contribution for allocation to Eligible Participants as of the end of each Plan Year. (iii) Limitations on Profit Sharing Contributions. In no event shall Profit Sharing Contributions be greater than the amount permissible under Section 6 or deductible for federal income tax purposes. (iv) Vesting. Subject to the limitations in Section 6, net investment gains and losses and any other proper charges and credits to the Trust Fund, an interest in a Participating Employee's Profit Sharing Account shall be nonforfeitable as follows: (A) with respect to Profit Sharing Contributions allocated to a Participating Employee's Profit Sharing Account for a Plan Year ending before January 1, 1996, the Participating Employee's interest shall be nonforfeitable; and (B) with respect to Profit Sharing Contributions allocated to a Participating Employee's Profit Sharing Account for a Plan Year ending on and after January 1, 1996, the Participating Employee's interest shall become nonforfeitable after the Participating Employee is credited with 3 Years of Vesting Service; provided, however, a Participating Company may, with the consent of the senior officer responsible for human resources of BellSouth, elect in an Adoption Agreement to have all Profit Sharing Contributions allocated to a Participating Employee's Profit Sharing Account for a Plan Year ending on and after January 1, 1996, be fully vested and nonforfeitable. c. Qualified Non-Elective Contributions. In lieu of or in connection with the action required under Section 6.4 or 6.5, or for any other reason, a Participating Company may (but shall not be required to) make, for any Plan Year, Qualified Non-Elective Contributions to the Accounts of its Eligible Participants who are not Highly Compensated Employees in such amount, if any, as may be deemed appropriate by such Participating Company with the prior approval of the Committee; provided, Qualified Non-Elective Contributions shall be allocated in accordance with Section 5.4 to a Qualified Non-Elective Contributions Account which shall at all times be fully vested and nonforfeitable and which shall be subject to the withdrawal rules of Section 9 applicable to Before-Tax Contributions. d. Timing of Contributions. All Matching Contributions, Profit Sharing Contributions and Qualified Non-Elective Contributions generally shall be paid to the Trustee no later than (i) the date for filing the Participating Company's federal income tax return (including extensions thereof) for the tax year to which such Matching Contributions, Profit Sharing Contributions and Qualified Non-Elective Contributions relate, or (ii) such other date as shall be within the time allowed to permit the Participating Company to properly deduct, for federal income tax purposes and for the tax year of the Participating Company in which the obligation to make such Contributions was incurred, the full amount of such Matching Contributions, Profit Sharing Contributions and Qualified Non-Elective Contributions; provided, if necessary to satisfy any discrimination test requirements, Qualified Non-Elective Contributions may be made at a later time. e. Refund of Contributions. Notwithstanding that no part of the Trust Fund shall be used for or diverted to purposes other than the exclusive benefit of the Participating Employees and their beneficiaries, Matching Contributions to the Trust Fund may be refunded to the Participating Company under the following circumstances and subject to the following limitations: (i) Permitted Refunds. If and to the extent permitted by the Code and other applicable laws and regulations thereunder, upon the Participating Company's request, a contribution which is (A) made by a mistake in fact, (B) conditioned upon initial qualification of the Plan with the Plan receiving an adverse determination even though the application for determination is submitted to the Internal Revenue Service for review within the remedial amendment period respecting the Plan, or (C) conditioned upon the deductibility of the contribution under Code section 404, shall be returned to the Participating Company making the contribution within one year after the payment of the contribution, the denial of the qualification, or the disallowance of the deduction (to the extent disallowed), whichever is applicable. (ii) Payment of Refund. If any refund is paid to a Participating Company hereunder, such refund shall be made without interest or other investment gains, shall be reduced by any investment losses attributable to the refundable amount and shall be apportioned among the Accounts of the Participating Employees as an investment loss, except to the extent that the amount of the refund can be attributed to one or more specific Participating Employees (for example, as in the case of certain mistakes of fact), in which case the amount of the refund attributable to each such Participating Employee's Account shall be charged directly to such Account. (iii) Limitation on Refund. No refund shall be made to a Participating Company as to a Participating Employee's Account if such refund would cause the balance in such Participating Employee's Account to be less than the balance would have been had the refunded contribution not been made to the Plan. f. Errors and Omissions in Accounts. If an error or omission is discovered in the Account of a Participating Employee or beneficiary, the Committee shall cause appropriate, equitable adjustment to be made as soon as administratively feasible after the discovery of such error or omission. g. Contributions Following Military Service. To the extent and in the manner required by the Uniformed Services Employment and Reemployment Rights Act of 1994 for reemployments initiated after December 12, 1994, the Committee shall provide for service credit and applicable contributions to be made by and on behalf of persons entitled to reemployment following uniformed service. To the extent such contributions constitute Matching Contributions, they shall be made with respect to such period of uniformed service only to the extent that the Participating Employee makes Before-Tax or After-Tax Contributions with respect to such period in the manner prescribed by the Committee in accordance with the Uniformed Services Employment and Reemployment Rights Act of 1994. SECTION 5. ALLOCATION AND CREDITING OF CONTRIBUTIONS. 1. Before-Tax Contributions and After-Tax Contributions. Before-Tax Contributions and After-Tax Contributions shall be allocated, for the period in which or for which such contributions are deferred or made on behalf of a Participating Employee, directly to the appropriate Before-Tax and After-Tax Accounts, respectively, of such Participating Employee. 2. Matching Contributions. a. Participating Employees of ESOP Companies. The Units representing an investment in BellSouth Shares which are released from an ESOP Loan Suspense Account to the ESOP Fund, as set forth in Section 8.3(d), shall be allocated to a Participating Employee's ESOP Account for the period for which such contributions are made on behalf of a Participating Employee, as such Units are available and required, to meet the ESOP Companies match obligation under Section 4.2(a)(i)(A)(I). b. Participating Employees of Non-ESOP Companies. Matching Contributions made to meet the match obligation of a Participating Employee of a Non-ESOP Company shall be allocated to such Participating Employee's Matching Account for the period for which such contributions are made on behalf of such Participating Employee. c. Top-Up Contributions. Units representing an investment in BellSouth Shares, other than as set forth in Subsection (a) above, which are attributable to top-up contributions made to meet the match obligation under Section 4.2(a)(iv) on behalf of a Participating Employee, shall be allocated to the Participating Employee's ESOP Account for the period for which such contributions are made on behalf of such Participating Employee. d. Excess BellSouth Shares. In the event that Excess BellSouth Shares are released and transferred for a Plan Year as described in Section 4.2(a)(v), Units representing an investment in such Excess BellSouth Shares shall be allocated as of the last day of the Plan Year to those Participating Employees of ESOP Companies for such Plan Year who both (i) have made an After-Tax Basic Contribution and/or a Before-Tax Basic Contribution for such Plan Year, and (ii) have an Account as of the last day of such Plan Year. The number of Units allocated to each such Participating Employee's ESOP Account shall be equal to the product of (A) and (B) where (A) is the total Units representing the value of such Excess BellSouth Shares and (B) is the quotient determined by dividing (1) such Participating Employee's Before-Tax Basic Contributions and After-Tax Basic Contributions made from Eligible Compensation paid by an ESOP Company for the Plan Year, by (2) the Before-Tax Basic Contributions and After-Tax Basic Contributions for all such Participating Employees made from Eligible Compensation paid by ESOP Companies for such Plan Year. 3. Profit Sharing Contributions. Profit Sharing Contributions and forfeitures available under Section 11 to offset the Profit Sharing Contributions, if any, for each Plan Year shall be allocated as follows as of the last day of such Plan Year: a. Non-Integrated. If the applicable Adoption Agreement provides that a Participating Company's profit sharing plan is not to be integrated with Social Security, then the Committee shall cause a portion of such Participating Company's Profit Sharing Contribution for a Plan Year to be allocated to the Profit Sharing Account of each Eligible Participant who is an Employee of such Participating Company in the same proportion that (i) such Eligible Participant's Eligible Compensation for such Plan Year, bears to (ii) the total of all such Eligible Participants' Eligible Compensation for such Plan Year. b. Integrated. If the applicable Adoption Agreement provides that a Participating Company's profit sharing plan is to be integrated with Social Security, then the Profit Sharing Contribution shall be allocated as follows: (i) An amount equal to the product of the integration tax rate multiplied by the total excess Eligible Compensation of the Participating Company's Eligible Participants for such Plan Year shall be allocated to the Profit Sharing Account of each such Eligible Participant in the same proportion that (A) his excess Eligible Compensation for such Plan Year, bears to (B) the total excess Eligible Compensation of all such Eligible Participants for such Plan Year; and (ii) The remainder of such Profit Sharing Contribution shall be allocated to the Profit Sharing Account of each such Eligible Participant in the same proportion that (A) the Eligible Compensation of each such Eligible Participant for such Plan Year, bears to (B) the total Eligible Compensation of all such Eligible Participants for such Plan Year; provided, in no event shall the amount of the Profit Sharing Contribution allocated to each Eligible Participant's Profit Sharing Account pursuant to the terms of Subsection (a) hereof constitute a percentage of excess Eligible Compensation which exceeds the percentage of Eligible Compensation allocated to each Eligible Participant's Profit Sharing Account pursuant to the terms of Subsection (b) hereof; and the amount of Profit Sharing Contribution allocated pursuant to the terms of Subsection (a) hereof shall be reduced and reallocated pursuant to the terms of Subsection (b) hereof to the extent necessary to satisfy this maximum limitation. c. Special Definitions. For purposes of Section 5.3(b): (i) "excess Eligible Compensation" shall mean, with respect to any Plan Year (or specified portion thereof), the amount by which an Eligible Participant's Eligible Compensation exceeds the taxable wage base for such Plan Year; (ii) "integration tax rate" shall mean, with respect to any Plan Year, the greater of (1) 5.7 percent, or (2) the percentage equal to the portion of the rate of tax under Code section 3111(a) that is applicable at the beginning of the Plan Year and that is attributable to old-age; and (iii) "taxable wage base" shall mean with respect to any Plan Year, the contribution and benefit base under section 230 of the Social Security Act (42 U.S.C.ss.430) as in effect at the beginning of such Plan Year. 4. Qualified Non-Elective Contributions. In the event a Participating Company makes Qualified Non-Elective Contributions for a Plan Year in accordance with Section 4.2(c), such Qualified Non-Elective Contributions shall be allocated to the Qualified Non-Elective Contributions Account of each Eligible Participant who is employed by such Participating Company and who is eligible to receive an allocation of such Qualified Non-Elective Contribution as of the last day of such Plan Year, in accordance with the terms of Paragraph (a), (b), (c) or (d) of this Section 5.4, whichever is applicable. a. To the extent that the Participating Company designated all or any portion of the Qualified Non-Elective Contribution for a Plan Year as a "Proportional NHCE Qualified Non-Elective Contribution," such contribution shall be allocated to the Qualified Non-Elective Contributions Account of each Eligible Participant who is employed by such Participating Company and who is not a Highly Compensated Employee in the same proportion that (i) the Compensation of such Eligible Participant bears to (ii) the total Compensation of all Eligible Participants for such Plan Year. b. To the extent that the Participating Company designates all or any portion of the Qualified Non-Elective Contribution for a Plan Year as a "Matching NHCE Qualified Non-Elective Contribution", such contribution shall be allocated to the Qualified Non-Elective Contributions Account of each Eligible Participant who is employed by such Participating Company and who is not a Highly Compensated Employee in the same proportion that (i) the Before-Tax Basic and After-Tax Basic Contributions of such Eligible Participant for such Plan Year bears to (ii) the total Before-Tax Basic and After-Tax Basic Contributions of all such Eligible Participants for such Plan Year. c. To the extent that the Participating Company designates all or any portion of the Qualified Non-Elective Contribution for a Plan Year as a "Per Capita NHCE Qualified Non-Elective Contribution", such contribution shall be allocated to the Qualified Non-Elective Contributions Accounts of all Eligible Participants who are not Highly Compensated Employees on a per capita basis (that is, the same dollar amount shall be allocated to the Qualified Non-Elective Contributions Account of each Eligible Participant who is not a Highly Compensated Employee). d. To the extent that the Participating Company designates all or a portion of the Qualified Non-Elective Contributions for a Plan Year as a "NHCE Section 415 Qualified Non-Elective Contribution", such contribution shall be allocated to the Qualified Non-Elective Contributions Accounts of some or all Eligible Employees who are employed by such Participating Company at any time during the Plan Year and who are not Highly Compensated Employees, (i) beginning with such Eligible Employee(s) who have the lowest Compensation, until such Participant(s) reach their annual addition limits (as described in Section 6.2), or the amount of the Qualified Non-Elective Contribution is fully allocated, and then (ii) continuing with successive individuals who are Eligible Employees and not Highly Compensated Employees or groups of such Eligible Employees in the same manner until the amount of the Qualified Non-Elective Contribution is fully allocated. 5. Trust-To-Trust Transfers and Rollover Contributions. Trust-to-Trust Transfers and Rollover contributions shall be allocated, as soon as administratively feasible based on and in accordance with Plan Rules, directly to the appropriate Account of the Participating Employee for whom such transfer or contribution was made. 6. Crediting of Accounts. Notwithstanding anything contained in this Section 5 to the contrary, while contributions may be allocated to a Participating Employee's Account as of a particular date or for a particular period (as specified in this Section 5), such contributions shall actually be credited to a Participating Employee's Account and shall be credited with investment experience only from the date such contributions are received and credited to the Participating Employee's Account by the Trustee. SECTION 6. LIMITATION RULES. 1. General Rule. Contributions described in Section 4 shall be made subject to the limitations of this Section 6. The Committee may reduce under this Section 6 any distributions otherwise required in order to satisfy such limitations in any manner it deems necessary or appropriate to satisfy tax withholding obligations. 2. Section 415 Limits. a. General Limit. The Plan shall comply with the limits of Code section 415, taking into account all applicable transitional rules, which section hereby is incorporated in full in this Section 6.2 by this reference. The "limitation year" for this purpose shall be the calendar year. Effective for limitation years commencing on and after January 1, 1998, any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by an Affiliate or Subsidiary at the election of an Employee and which is not includible in the gross income of the Employee by reason of Code Section 125 or 457, or for limitation years beginning on and after January 1, 2001, by reason of Code Section 132(f)(4), shall be taken into account as part of compensation for purposes of applying the Code Section 415 annual additions limitation. b. Combined Plan Limitation. If an Employee is a Participating Employee in the Plan and any one or more other defined contribution plans maintained by BellSouth, a Subsidiary or any of their Affiliates and a corrective adjustment in such Participating Employee's benefits is required to comply with this section, such adjustment shall be made under this Plan. Effective for limitation years commencing on and after January 1, 2000, the combined defined benefit and defined contribution plan limit under Code section 415(e) ceased to apply. c. Correction of Excess Annual Additions. If, as a result of either the allocation of forfeitures to an Account, a reasonable error in estimating a Participating Employee's Compensation, Eligible Compensation or elective deferrals, or such other occurrences as the Internal Revenue Service permits to trigger this subsection, the annual addition (within the meaning of Code section 415(c)(2)) made on behalf of a Participating Employee exceeds the limitations as incorporated by this section, the Committee shall direct the Trustee to take such of the following actions as such Committee shall deem appropriate, specifying in each case the amount of contributions involved: (i) A Participating Employee's annual addition first shall be reduced by reducing his After-Tax Contributions to the extent of any such excess, up to the total amount of After-Tax Contributions made on behalf of such Participating Employee, and the amount of the reduction (plus any investment earnings thereon) shall be returned to such Participating Employee. In addition, any Matching Contributions (and earnings thereon) attributable to the returned After-Tax Contributions shall be forfeited and allocated in a manner similar to that described in Paragraph (iii) of this Section 6.2(c); provided, that if no Profit Sharing Contributions are made for such Plan Year, such forfeited Matching Contributions shall be allocated as additional Matching Contributions. (ii) If further reduction is necessary, a Participating Employee's annual addition shall be reduced by reducing his Before-Tax Contributions to the extent of any such excess, up to the total amount of Before-Tax Contributions made on behalf of such Participating Employee, and the amount of the reduction (plus any investment earnings thereon) shall be returned to such Participating Employee. In addition, any Matching Contributions (and earnings thereon) attributable to the returned Before-Tax Contributions shall be forfeited and allocated in a manner similar to that described in Paragraph (iii) of this Section 6.2(c); provided, that if no Profit Sharing Contributions or Qualified Non-Elective Contributions are made for such Plan Year, such forfeited Matching Contributions shall be allocated as additional Matching Contributions. (iii) If further reduction is necessary, the Profit Sharing Contribution allocated to the Participating Employee's Account (including, if applicable, any forfeitures allocated as such contribution) shall be reduced in the amount of the remaining excess. The amount of the reduction shall be reallocated to the Profit Sharing Accounts and Qualified Non-Elective Contribution Accounts of Eligible Participants who otherwise are eligible for allocations of contributions and who are not affected by such limitations, in the same manner as Profit Sharing and Qualified Non-Elective Contributions otherwise are allocated to such Accounts, disregarding the Eligible Compensation of those Eligible Participants whose annual addition equals or exceeds the limitations hereunder. (iv) If the reallocation to the Accounts of other Participating Employees in the then current limitation year (as described in Paragraph (iii) of this Section 6.2(c)) is impossible without causing them or any of them to exceed the annual addition limitations incorporated by this section, the amount that cannot be reallocated without exceeding such limitations shall be held in a suspense account and shall be applied to reduce permissible contributions in each successive year until such amount is fully allocated; provided, so long as any suspense account is maintained pursuant to this section: (A) no contributions shall be made to the Plan which would be precluded by this section; (B) investment gains and losses of the Trust Fund shall not be allocated to such suspense account; and (C) amounts in the suspense account shall be allocated in the same manner as contributions as of the earliest date possible, until such suspense account is exhausted. If, at the time that this Plan terminates, any amount that cannot then be allocated remains in such suspense account, such amount shall automatically revert to the Participating Company. 3. Code Section 402(g) Limit on Before-Tax Contribution. a. Maximum Elective Deferrals Under Affiliates' Plans. The aggregate amount of a Participating Employee's elective deferrals made for any calendar year under the Plan and any other plans, contracts or arrangements with the Affiliates (or, if the Plan is maintained by a Subsidiary that is not an Affiliate, by the Subsidiary and its Affiliates) shall not exceed $7,000 (as adjusted from time to time in accordance with Code section 402(g)(5); $10,500 for 2001) (the "maximum deferral amount"). To the extent that the amount of a Participating Employee's Before-Tax Contributions made for a calendar year would exceed the maximum deferral amount if such Before-Tax Contributions are continued, then, to the extent determined by the Committee, those Before-Tax Contributions will be deemed to be After-Tax Contributions and will be treated as if such Participating Employee elected to make such After-Tax Contributions in accordance with, and subject to the terms and limitations of, Section 4.2. If the Committee permits, such Participating Employee may modify his election form to change from Before-Tax Contributions, and such modifications shall not count as a change in contribution percentage under Section 4. b. Return of Excess Before-Tax Contributions. If the aggregate amount of a Participating Employee's Before-Tax Contributions made for any calendar year, when considered alone, exceed the maximum deferral amount, the Participating Employee shall be deemed to have notified the Committee of such excess, and the Committee shall cause the Trustee to distribute to such Participating Employee, on or before April 15 of the next succeeding calendar year, the total of (i) the amount by which such Before-Tax Contributions exceed the maximum deferral amount, plus (ii) any earnings allocable thereto. In addition, Participating Employer Contributions made on behalf of the Participating Employee which are attributable to the distributed Before-Tax Contributions shall be forfeited. c. Return of Excess Elective Deferrals Provided by Other Affiliate Arrangements. If after the reduction described in Section 6.3(b), a Participating Employee's aggregate before-tax contributions under plans, contracts and arrangements with Affiliates (or, if applicable, a Subsidiary and its Affiliates) still exceed the maximum deferral amount, the Participating Employee shall be deemed to have notified the Committee of such excess, and, unless the Committee directs otherwise, such excess shall be reduced by distributing to the Participating Employee before-tax contributions that were made for the calendar year under such plans, contracts and/or arrangements with Affiliates, (or, if applicable, a Subsidiary and its Affiliates) other than the Plan. However, if the Committee decides to make any such distributions from Before-Tax Contributions made to the Plan, such distributions (including forfeiture of Matching Contributions) shall be made in a manner similar to that described in Section 6.3(b). d. Discretionary Return of Elective Deferrals. If after the reductions described in Sections 6.3(b) and (c), (i) a Participating Employee's aggregate before-tax contributions made for any calendar year under the Plan and any other plans, contracts or arrangements with Affiliates, (or, if applicable, a Subsidiary and its Affiliates) and any other employers still exceed the maximum deferral amount, and (ii) such Participating Employee submits to the Committee, on or before March 1 following the end of such calendar year, a written request that the Committee distribute to such Participating Employee all or a portion of his remaining Before-Tax Contributions made for such calendar year, and any earnings attributable thereto, then the Committee may, but shall not be required to, cause the Trustee to distribute such amount to such Participating Employee on or before the following April 15. However, if the Committee decides to make any such distributions from Before-Tax Contributions made to the Plan, such distributions (including the forfeiture of Matching Contributions) shall be made in a manner similar to that described in Section 6.3(b). e. Return of Excess Annual Additions. Any Before-Tax Contributions returned to a Participating Employee to correct excess annual additions shall be disregarded for purposes of determining whether the maximum deferral amount has been exceeded. 4. Code Section 401(k) Average Actual Deferral Percentage Limit. If at any time during the Plan Year the Committee determines that Highly Compensated Employees' Before-Tax Contributions elections as then in effect possibly could cause Highly Compensated Employees' Before-Tax Contributions for such Plan Year to exceed the ADP Limit for such Plan Year, the Committee shall have the right to reduce or cease Highly Compensated Employees' future Before-Tax Contributions for such Plan Year or to convert such future contributions to After-Tax Contributions to the extent it deems necessary or appropriate to keep such contributions from exceeding the ADP Limit; provided that, in making such reductions, cessations or conversions, the Committee shall strive to treat all similarly situated Highly Compensated Employees the same and the Committee may take into account any adjustments required by other limits of this Section 6. If the Committee determines that Highly Compensated Employees' Before-Tax Contributions actually paid into this Plan for the Plan Year, if allowed to remain in such Highly Compensated Employees' Accounts, would cause this Plan to exceed the ADP Limit for such Plan Year, then the Excess Contributions made on behalf of Highly Compensated Employees for such year shall be distributed in accordance with the rules set forth in this Section 6.4. The amount of the Excess Contributions and the Highly Compensated Employees to whom Excess Contributions will be distributed under this Section 6.4 shall be determined, beginning with the January 1, 1997 Plan Year, by reducing the dollar amount of the Before-Tax Contributions of Highly Compensated Employee(s) until such contributions no longer exceed the ADP Limit. The dollar amount of any such Excess Contributions (together with any income allocable to such contributions) shall be distributed, in descending order, to the affected Highly Compensated Employees with the highest dollar amount of Before-Tax Contributions, as required by Code section 401(k)(8). (For Plan Years beginning prior to January 1, 1997, reductions to the Accounts of Highly Compensated Employees were made in accordance with Code Section 401(k)(8) as in effect prior to its amendment by the Small Business Job Protection Act of 1996.) In addition, any Matching Contributions that are made on behalf of a Highly Compensated Employee and that are attributable to the distributed Before-Tax Contributions shall be forfeited. Such distributions shall be made before the end of the Plan Year following the Plan Year for which the Excess Contributions were made in accordance with Plan Rules; provided, however, if so elected by the Committee (or, if applicable, by a Participating Company in its Adoption Agreement), no distribution shall be made to the extent such Excess Contributions may be recharacterized to After-Tax Contributions in accordance with regulations under Code section 401(k). The corrections described herein shall be applied with respect to the Consolidated Participating Companies (as a group) and, separately, with respect to each Subsidiary (and its Affiliates) that is a Participating Company. 5. Code Section 401(m) Average Contribution Percentage Limit. If at any time during the Plan Year the Committee determines that Highly Compensated Employees' elections of After-Tax Contributions (and, if elected by the Committee under Code section 401(m)(3), Before-Tax Contributions) together with Matching Contributions as then in effect possibly could cause Highly Compensated Employees' allocations for such Plan Year to exceed the ACP Limit for such Plan Year, the Committee shall have the right to automatically reduce Highly Compensated Employees' elected future contributions for such Plan Year to the extent it deems necessary or appropriate to keep such contributions from exceeding the ACP Limit. Any such reduction shall be made first to Highly Compensated Employees' After-Tax Supplemental Contributions, then to Highly Compensated Employees' After-Tax Basic Contributions, then to Highly Compensated Employees' Before-Tax Supplemental Contributions, and finally to Highly Compensated Employees' Before-Tax Basic Contributions; provided, that, in making such reductions, the Committee shall strive to treat all similarly situated High Compensated Employees the same and the Committee may take into account any adjustments required by other limits of this Section 6. If the Committee determines that Highly Compensated Employees' After-Tax Contributions and Matching Contributions (and, if elected by the Committee under Code section 401(m)(3), Before-Tax Contributions) actually paid into this Plan for the Plan Year, if allowed to remain in such Employees' Accounts, would cause this Plan to exceed the ACP Limit for such Plan Year, then the Excess Aggregate Contributions made by or on behalf of Highly Compensation Employees for such year shall be forfeited or distributed in accordance with the rules set forth in this Section 6.5. The amount of the Excess Aggregate Contributions and the Highly Compensated Employees who have distributable Excess Aggregate Contributions shall be determined, beginning with the January 1, 1997 Plan Year, by reducing the dollar amount of the contributions of Highly Compensated Employee(s) until such contributions no longer exceed the ACP Limit. Any such Excess Aggregate Contributions (together with any income allocable to such contributions) shall be distributed, in descending order, to the affected Highly Compensated Employees with the highest aggregate dollar amount of After-Tax, Matching and, if elected by the Committee under Code section 401(m)(3), Before-Tax Contributions, as required by Code section 401(m). (For Plan Years beginning prior to January 1, 1997, reductions to the Accounts of Highly Compensated Employees shall be made in accordance with Code section 401(m)(6) as in effect prior to its amendment by the Small Business Job Protection Act of 1996.) In addition, any Matching Contributions that are made on behalf of a Highly Compensated Employee and that are attributable to the distributed Before-Tax Contributions shall be forfeited. Such distributions shall be made before the end of the Plan Year following the Plan Year for which the Excess Aggregate Contributions were made in accordance with Plan Rules, and any such forfeitures shall offset the Participating Company's obligation to make Matching Contributions under this Plan until such forfeitures have been exhausted through such offsets, but in no event shall such forfeitures be allocated to Highly Compensated Employees whose contributions have been reduced under this Section 6.5. The corrections described herein shall be applied with respect to the Consolidated Participating Companies (as a group) and separately, with respect to each Subsidiary (and its Affiliates) that is a Participating Company. 6. Multiple Use of the Alternative Limitation. The Plan hereby incorporates by reference the multiple use of the alternative limitation provision set forth in Treasury Regulation Section 1.401(m)-2. If multiple use of the alternative limitation occurs with respect to two or more plans, the excess shall be corrected by any method permissible under Section 6.4 of the Plan for satisfying the ADP test or through any permissible method under Section 6.5 for satisfying the ACP test, or any combination thereof. Any adjustment necessary to satisfy said maximum limitation shall be made by adjusting the ADPs or ACPs of Highly Compensation Employees. SECTION 7. INVESTMENT DIRECTIONS. 1. Investment of Participating Employee Contributions. Each Participating Employee shall have the right to direct the Trustee (in accordance with the terms of the Trust) that contributions under Section 3, Section 4.1 and Section 4.2(c) made by the Participating Employee, or on the Participating Employee's behalf, be invested in any then permitted combination in the investment funds described in the Trust Agreement as in effect from time to time, subject to the rules set forth in this Section 7. Initial investment directions shall become effective as of the Participating Employee's Enrollment Date, in accordance with Plan Rules. 2. Investment of Matching Contributions. a. Matching Contributions allocated to a Participating Employee's ESOP Account shall be made in, or invested directly in, BellSouth Shares in the ESOP Fund or shall be applied by the Trustee to the extent required under an ESOP Loan to make principal and interest payments on such ESOP Loan when such payments are due in order to release BellSouth Shares to the ESOP Fund. A Participating Employee may not direct the investment of his ESOP Account. b. Matching Contributions allocated to the Matching Account of a Participating Employee who is employed by a Non-ESOP Company, but who is permitted to direct the investment of his Account in the BellSouth Shares Fund (as designated by the BellSouth senior officer responsible for human resources on Schedule A) shall be made in, or invested directly in, BellSouth Shares in the BellSouth Shares Fund. Once contributed to the Plan, a Participating Employee may direct the investment of his Matching Account in accordance with Section 7.4 below. New investment directions shall become effective as of any Business Day, in accordance with Plan Rules. c. Matching Contributions allocated to the Matching Account of a Participating Employee who is employed by a Non-ESOP Company, and who is not permitted to direct the investment of his Account in the BellSouth Shares Fund (as designated by the BellSouth senior officer responsible for human resources on Schedule A) shall be made in cash. A Participating Employee may direct the investment of Matching Contributions in accordance with Section 7.4 below. New investment directions shall become effective as of any Business Day, in accordance with Plan Rules. 3. Investment of Profit Sharing Contributions. Each Participating Employee shall have the right to direct that Profit Sharing Contributions under Section 4.2(b) made on the Participating Employee's behalf, be invested either (a) according to his then current investment direction made under Section 7.1 (for contributions under Section 3 and Section 4.1), in effect at the time the Profit Sharing Contributions are made, or (b) separately from such then current investment direction under Section 7.1 in any then permitted combination in the investment funds described in the Trust Agreement as in effect from time to time, subject to the rules set forth in this Section 7. New investment directions shall become effective as of any Business Day, in accordance with Plan Rules. 4. Changes in Investment Direction. Any investment direction made by a Participating Employee shall continue in effect until changed by the Participating Employee. A Participating Employee may make the following changes in accordance with Plan Rules: a. A Participating Employee may, effective as of any Business Day, change an investment direction as to future contributions under Section 3, Section 4.1, Section 4.2(b), Section 4.2(c) and Section 5.2, by directing that such contributions be invested in one of the other investment funds or any then permitted combination of such funds. b. A Participating Employee may direct, effective as of any Business Day, that all or a portion of the Units credited to his Account (excluding a Participating Employee's ESOP Account) in any one or more of the investment funds be transferred, in accordance with Plan Rules, to any one or more of the other investment funds in any then permitted combination, based upon the value of such Units representing each investment fund as of such Business Day; provided, that no such transfer shall result in amounts being transferred to and from the same fund; and provided further, that no Participating Employee who has directed that existing Units in the Plan be transferred out of the BellSouth Stock Fund shall be permitted to transfer existing Units in the Plan into the BellSouth Stock Fund until two months have elapsed from the date Units were last transferred out. c. Notwithstanding the foregoing, Participating Employees employed by certain Non-ESOP Companies shall not be permitted to direct the investment of their Accounts in the BellSouth Shares Fund. These Participating Companies shall be designated by the BellSouth senior officer responsible for human resources on Schedule A, as amended from time to time. 5. ESOP Account Diversification. Each Participating Employee, who has attained age 55, may elect, during the period from January 1 through the last business day of March of such Plan Year and each succeeding Plan Year, that 25% of the value of BellSouth Shares credited to his ESOP Account (100% of the value of such BellSouth Shares for a Participating Employee who has attained age 60) be transferred to any one or more of the investment funds available under Section 7.1, based on the value of the Units representing each such investment fund as of the Business Day on which transfer is made. If there are less than three investment funds available under Section 7.1 and the Participating Employee has also completed at least ten years of participation in the ESOP before the beginning of a Plan Year, then, in lieu of electing to diversity his investments (as provided in the preceding sentence), he may elect (i) during the five consecutive Plan Year period beginning after he first attains age 55 and completes ten years of such participation, to have 25% of the BellSouth Shares credited to his ESOP Account distributed to him; and (ii) for the Plan Year immediately succeeding the end of such five consecutive Plan Year period, to have 50% of the BellSouth Shares credited to his ESOP Account distributed to him. All elections, transfers and distributions required under this section shall be made in accordance with Plan Rules and shall be interpreted to satisfy at least the minimum requirements under Code section 401(a)(28). 6. General Investment Fund Transition Rule. The Committee or its designee may establish Plan Rules applicable to any change in investment funds under the Trust Agreement. In the event any investment fund is eliminated, unless otherwise specifically provided by the Committee in a Plan Rule for this purpose, all amounts remaining in such fund on the date it is eliminated as an investment fund shall be reinvested in the Interest Income Fund established under the Trust Agreement and all amounts subject to a current Participant election under this Section 7 to invest in that eliminated investment fund shall be invested in the Interest Income Fund. 7. Voting and Tender Offer Rights with Respect to Investment Funds. Only if, to the extent and in the manner permitted by the Trust and/or any documents establishing or controlling any of the investment funds, shall Participating Employees be given the opportunity to vote and tender their interests in each such investment funds. Otherwise, such interests shall be voted and/or tendered by the fiduciary that controls such investment fund, as may be provided in the controlling documents. 8. Investment Through Brokerage Accounts. In accordance with Plan Rules and consistent with the Plan recordkeeper's procedures, each Participating Employee who is not a Non-Management Employee shall have the right to elect that a portion of his Account be transferred to a brokerage account through which such portion may be invested in any then permitted investment selected by such Participating Employee; provided, in accordance with Plans Rules and consistent with the Plan recordkeeper's procedures, (i) the Participating Employee's exercise of investment directions will be subject to such restrictions as the Committee may impose from time to time, including, without limitation, restrictions on permitted forms of investment, minimum and maximum limits on amounts that may be invested, and limitations on the time, manner and frequency of changes in investment directions; and (ii) any fees or expenses incurred as a result of the Participating Employee's investment directions or selection of the brokerage account may be assessed directly against the Participating Employee's Account. 9. Fiduciary Responsibilities for Investment Directions. All responsibility with respect to the selection of investments for the investment of a Participating Employee's Account shall be allocated to the Participating Employee who directs the investment. Neither the Committee, the Trustee nor any Participating Company shall be accountable for any loss sustained by reason of any action taken, or investment made, pursuant to a Participating Employee's investment direction. 10. Confidentiality of BellSouth Shares. All information relating to (i) the purchase, holding and sale of BellSouth Shares, and (ii) the exercise of voting, tender and similar rights with respect to BellSouth Shares by Participating Employees and Beneficiaries shall be maintained in accordance with procedures which are designed to safeguard the confidentiality of such information, except to the extent necessary to comply with federal laws or state laws not preempted by ERISA. The Committee shall be the fiduciary that is responsible for ensuring that such confidentiality procedures are sufficient to safeguard the confidentiality of the information described hereinabove and that such procedures are being followed. Furthermore, if the Committee determines that any activities relating to the BellSouth Shares involve a potential for undue employer influence upon Participating Employees and Beneficiaries with regard to the direct or indirect exercise of shareholder rights, the Committee shall designate an independent fiduciary (i.e., a fiduciary who is not affiliated with BellSouth or any of its Affiliates or Subsidiaries) to carry out the activities relating to any such situations. SECTION 8. MAINTENANCE AND VALUATION OF ACCOUNTS; ESOP LOAN ALLOCATIONS. 1. Maintenance of Separate Accounts. Each Participating Employee shall be furnished a statement of his Account at least annually and shall receive a confirmation statement as soon as practicable after any investment transfer, distribution, withdrawal or restoral or at such other time as may be determined by the Committee. 2. Valuation of Accounts. The interest of a Participating Employee's Account in each investment fund shall be represented by Units. The value of a Unit in each investment fund shall be determined as of each Business Day by dividing the total number of Units in each investment fund credited to the Accounts of all Participating Employees into the then value of all the assets then held by the Trustee with respect to such investment fund. Following such determination of the value of the Units in each investment fund, the Account of each Participating Employee who has selected such investment fund shall be credited, as of each Business Day, with a number of Units in such investment fund determined by dividing the value of such a Unit into the amount of additional contributions credited to his Account as of such Business Day in such investment fund. The ESOP Fund for recordkeeping purposes shall be divided into a subfund for BellSouth Shares attributable to top up contributions as described in Section 4.2(a)(iv) and a separate subfund for BellSouth Shares released from each ESOP Loan Suspense Account as described in Section 8.3(b). A separate Unit value shall be maintained for each such subfund. The value of Units for a subfund for BellSouth Shares released from an ESOP Loan Suspense Account shall be determined under this Section 8.2 without regard to Matching Contributions and ESOP Dividends (or the earnings thereon) to be used to repay the applicable ESOP Loan, and such Units shall be credited to Participating Employees' ESOP Accounts as provided in Section 8.3(c) and 8.3(d). All such subfunds shall start with an initial Unit value of 1.0. All investment funds shall be invested and valued in the manner set forth in the Trust Agreement. 3. ESOP Loan Allocations. a. ESOP Loan Payment. The repayment of principal and interest on each ESOP Loan shall be made by the Trustee when due in accordance with directions from BellSouth. b. Release From ESOP Loan Suspense Account. The total number of BellSouth Shares released from an ESOP Loan Suspense Account as a result of a principal and interest payment made on an ESOP Loan shall equal the number of BellSouth Shares held in the ESOP Loan Suspense Account with respect to such ESOP Loan multiplied by a fraction. The numerator of such fraction shall be the amount of such principal and interest payment. The denominator of such fraction shall be the sum of the numerator plus the principal and interest remaining to be paid on such ESOP Loan under the amortization schedule for such ESOP Loan. The number of future payments under such ESOP Loan must be definitely ascertainable and shall be determined without taking into account any possible extensions or renewal periods. If the effective interest rate under the ESOP Loan is variable, the interest to be paid in future periods shall be computed for purposes of determining such fraction by using the interest rate then in effect. The BellSouth Shares which are released from the ESOP Loan Suspense Account in accordance with the rules in this Section 8.3(b) shall be transferred to the ESOP Fund, and Units representing an investment in such BellSouth Shares shall be allocated to Participating Employees' individual ESOP Accounts in the manner specified in subparagraphs (c) and (d) of this Section 8.3. c. ESOP Account Dividend Allocation. If ESOP Dividends on BellSouth Shares credited to a Participating Employee's ESOP Account are used to make a principal or interest payment on an ESOP Loan, Units representing the value of the BellSouth Shares released as a result of such payment from the ESOP Loan Suspense Account and transferred to the ESOP Fund first shall be credited to such Participating Employee's ESOP Account. The Units so credited shall be determined by dividing the ESOP Dividends from such Participating Employee's ESOP Account used to make such principal or interest payment by the fair market value of a BellSouth Share on the date as of which the credit is made in a manner which satisfies the requirements of Code section 404(k). d. Match Allocation. After the requirements of paragraph (c) of this Section 8.3 have been satisfied with respect to an ESOP Loan payment made in whole or in part with ESOP Dividends, Units representing an investment in all remaining BellSouth Shares that have been released from the ESOP Loan Suspense Account to the ESOP Fund as a result of such payment shall be allocated to the ESOP Account of each Participating Employee as of such dates and in such amounts as specified in Section 4.2(a)(i) and, if applicable, Section 4.2(a)(v). e. Leveraged ESOP Protections. No BellSouth Shares acquired with the proceeds of an ESOP Loan shall be subject to a put, call or other option or other similar arrangement while held by and when distributed from this Plan except to the extent permissible under Code section 4975, and BellSouth shall have no right to amend this Section 8.3(e) absent the receipt of a favorable determination letter from the Internal Revenue Service with respect to such amendment. Similarly, BellSouth Shares are traded on the New York Stock Exchange, and this Plan contemplates that such shares will continue to be traded on such exchange or in some other established stock exchange. If purchases and sales of BellSouth Shares through an established stock exchange stop (other than temporarily), this Plan shall be amended as of the date such trading stops to satisfy the requirements under the Code for an employee stock ownership plan which invests in stock which is not readily tradable on an established market or is not registered under Section 12 of the Securities Exchange Act of 1934, as amended. f. Default. In the event of a default upon an ESOP Loan, the value of Plan assets transferred in satisfaction of the loan shall not exceed the amount of the default. 4. BellSouth Shares Account Dividend Allocations. Effective January 1, 2002, Participating Employee's shall be given the option of receiving BellSouth Shares Dividends in cash on an annual basis or having Units representing the value of such dividends credited to such Participating Employee's BellSouth Shares Account. The Units so credited shall be determined by dividing the BellSouth Shares Dividends from such Participating Employee's BellSouth Shares Account by the fair market value of a BellSouth Share on the date as of which the credit is made in a manner that satisfies the requirements of Code section 404(k). SECTION 9. DISTRIBUTION; WITHDRAWAL. 1. Method of Payment. Any distribution or withdrawal from a Participating Employee's Account under this Section 9 shall be effective as of the Processing Date, and payment to the Participating Employee shall be processed periodically, in accordance with Plan Rules, but in no event less frequently than monthly. Any distribution or withdrawal under Section 9.2, Section 9.3 or Section 9.5 shall be made in accordance with the following paragraphs. a. BellSouth Shares. With respect to Units representing investments in the ESOP Fund and in the BellSouth Shares Fund, payment shall be made at the Participating Employee's election either completely in BellSouth Shares or in cash; except that, in the case of any fraction of a BellSouth Share, payment shall be in cash on the basis of the value per share as of the Processing Date. For the purposes of distributions there shall be deemed to be in a Participating Employee's Account, as of such Processing Date, a number of BellSouth Shares determined by dividing the total value of the Units representing investment in BellSouth Shares in such Participating Employee's Account as of such Processing Date by the value per share of BellSouth Shares as of such Processing Date. b. Other Investments. With respect to Units representing investments other than in the ESOP Fund and the BellSouth Shares Fund, payment shall be made as follows: (i) With respect to Participating Employees employed by ESOP Companies, at the Participating Employee's election either completely in BellSouth Shares or in cash, except that, in the case of any fraction of a BellSouth Share, payment shall be in cash on the basis of the value per share as of the Processing Date. For the purposes of distributions in BellSouth Shares, there shall be deemed to be in a Participating Employee's Account, as of such Processing Date, a number of BellSouth Shares determined by dividing the total value of the Units in such Participating Employee's Account as of such Processing Date by the value per share of BellSouth Shares as of such Processing Date. (ii) With respect to Participating Employees employed by Non-ESOP Companies, in cash on the basis of the respective Unit values as of the Processing Date. c. Form of Distribution. The form in which distributions under the Plan shall be made shall be determined as follows: (i) Except as otherwise provided in Paragraph d. below, the payment of any distribution to a Participating Employee from the Plan shall be in the form selected by the Participating Employee by written notice delivered to the Committee, subject to the terms and limitations set forth in this Paragraph c. The Participating Employee may choose between (A) a single lump-sum payment and (B) equal annual or quarterly installments (adjusted for investment earnings and losses between payments) paid over a term certain. (ii) Unless the value of the Units in the Participating Employee's Account exceeds $5,000 (or prior to April 1, 1998, exceeded (or at the time of any prior distribution exceeded) $3,500), or if the payment constitutes a withdrawal, payment of the Units shall be made in the form of a single lump-sum payment without the consent of the Participating Employee. (iii) If a Participating Employee selects payment in the form of annual or quarterly installments over a term certain, the Participating Employee must select, in accordance with Plan Rules, payments over a period of (A) 10 years, (B) the life expectancy of such Participating Employee, or (C) the joint life and last survivor expectancy of such Participating Employee and his beneficiary. If a distribution is to be made to a Participating Employee in the form of annual or quarterly installments payable over his life expectancy or the joint life and last survivor expectancy of such Participating Employee and his beneficiary, such life expectancy or joint life and last survivor expectancy shall be calculated at the time distributions commence and shall not thereafter be recalculated. The Committee, in its sole discretion, shall decide whether the Plan shall make the installment payments directly from the Trust Fund or by purchasing an annuity contract that is distributed to the Participating Employee. Notwithstanding anything herein to the contrary, distributions from the Plan must satisfy the requirements of Code section 401(a)(9)(G). This means that the incidental benefit rule as described in Treasury Regulation section 1.401(a)(9)-2 (as in effect prior to the Code section 401(a)(9) Treasury Regulations proposed in January, 2001) shall be satisfied. (iv) If a Participating Employee selects payment in the form of annual or quarterly installments over a term certain, the Participating Employee may later elect to receive a single lump-sum payment of the remaining Units in his Account. (v) Upon the death of a Participating Employee, any Units credited to his Account shall be distributed as follows: (A) If the Participating Employee's beneficiary is his surviving Spouse (as defined in Section 16.3), and (I) the Participating Employee dies after distribution of his Account has begun, payment of the remaining portion of the Account shall continue to be distributed in the form chosen by the Participating Employee; provided, however, the surviving Spouse may elect to have the remaining portion of the Participating Employee's Account distributed in the form of a single lump sum payment as soon as practicable following the Participating Employee's death, or (II) the Participating Employee dies before distribution of the Account has begun, the surviving Spouse may elect to receive payment of the Account in any of the forms permitted under this Section 9.1(c) as if the surviving Spouse were the Participating Employee, including deferral of such benefit until such benefit otherwise would have been payable to the Participating Employee under Paragraph (vi) below. (B) If the Participating Employee's beneficiary is not his surviving Spouse (as defined in Section 16.3), any Units credited to the Participating Employee's Account shall be distributed in the form of a single lump sum payment as soon as practicable following the Participating Employee's death. (vi) If a Participating Employee is to receive or begin receiving benefits on or before April 1 of one calendar year as a result of his attaining age 70 1/2 during the preceding calendar year (as provided in Section 9.6), the distribution shall be paid in the form of annual installments over the life expectancy of such Participating Employee unless, on or before November 1 of the calendar year in which the Participating Employee attains age 70 1/2 (or such other date as the Committee may provide), he elects to commence receiving his distribution in another form as permitted in Paragraphs c.(i) and (iii) above and in Code section 401(a)(9) and the regulations issued thereunder. d. Other Distributions. In the event that the Committee determines that a form of benefit other than the single lump-sum payment or installments described in Section 9.1(c) is required for a particular Participating Employee by ERISA, by the Code (including Code section 409(o) or 411(d)(6)) or by any other applicable law, the distribution to such Participating Employee shall be made in accordance with such determination; provided, however, that this Section 9.1(d) shall not create any right to an alternate form of benefit for Participating Employees generally or for any Units credited to the Account of a particular Participating Employee which are not subject to such requirements. 2. Withdrawals Without Hardship. A Participating Employee (including a Participating Employee who is a former Employee) may make a withdrawal by giving notice to the Committee's designated representative in the manner prescribed in the Plan Rules. A withdrawal under this Section 9.2 can be made not more than once in any consecutive six-calendar month period in the case of a Participating Employee who is an Employee and not more than once in any consecutive three-calendar month period in the case of a Participating Employee who is a former Employee. Such notice shall specify the amount to be withdrawn, which amount may equal all or any portion of the vested Units credited to such person's Account (excluding for this purpose the Profit Sharing Account and ESOP Account of a Participating Employee who is an Employee, but including the Profit Sharing Account and ESOP Account of a Participating Employee who is a former Employee); provided, that in the case of a Participating Employee who is an Employee, who has not attained age 59-1/2, or who does not have a Disability as of the valuation date with respect to such withdrawal, no withdrawal may be made with respect to Units in his Before-Tax Basic Account, Before-Tax Supplemental Account (except as otherwise provided in Section 9.3) and Qualified Non-Elective Contributions Account. a. Payment of any withdrawal under this Section 9.2 shall be made in cash on the basis of the respective Unit Values as of the Processing Date. If the value of all Units with respect to which a withdrawal may be made is less than $500.00, no withdrawal less than the full amount available for withdrawal shall be permitted. b. Unless the Participant directs otherwise, any withdrawal under this Section 9.2 shall be made from a Participant's Account in the following order: (i) After-Tax Supplemental Account; (ii) After-Tax Basic Account; (iii) Rollover Account; (iv) Matching Account; (v) Profit Sharing Account (but only if the Participating Employee is a former Employee on or before the effective date of the withdrawal); (vi) ESOP Account (but only if the Participating Employee is a former Employee on or before the effective date of the withdrawal); (vii) Qualified Non-Elective Contributions Account (but only if the Participating Employee has attained age 59 1/2, is a former Employee or has a Disability, on or before the effective date of withdrawal); (viii) Before-Tax Supplemental Account (but only if the Participating Employee has attained age 59 1/2, is a former Employee or has a Disability, on or before the effective date of withdrawal); and (ix) Before-Tax Basic Account (but only if the Participating Employee has attained age 59 1/2, is a former Employee or has a Disability, on or before the effective date of withdrawal). 3. Hardship Withdrawals of Before-Tax Contributions. A Participating Employee who is an Employee and who has not reached age 59-1/2 and does not have a Disability may request a cash withdrawal of his Before-Tax Contributions and the earnings applicable to his Before-Tax Contributions credited to his Account through December 31, 1988 only if the withdrawal is because of a financial hardship. A request for a withdrawal for a financial hardship will be granted only if the Committee determines (on the basis of all the relevant facts and circumstances and in accordance with the regulations under Code section 401(k)) that the withdrawal is necessary to satisfy an "immediate and heavy financial" need of the Participating Employee. An "immediate and heavy financial" need shall mean: a. the payment of expenses for medical care described in Code section 213(d) incurred by the Participating Employee, his spouse, or his dependents (as defined in Code section 152) or amounts necessary for those persons to obtain such medical care, b. the purchase (excluding mortgage payments) of a principal residence for the Participant, c. the payment of tuition and related educational fees for the next 12 (twelve) months of post-secondary education for the Participating Employee, his spouse, his children or his dependents (as defined in Code section 152), d. the prevention of the eviction of the Participating Employee from his principal residence or foreclosure on the mortgage on the Participating Employee's principal residence, or e. the need to meet such other conditions as set forth in the Code or as the Internal Revenue Service officially states is permissible under Code section 401(k). A withdrawal generally shall be determined to be necessary to satisfy such immediate and heavy financial need only if the Participating Employee demonstrates to the Committee that the need cannot be relieved: a. through reimbursement or compensation by insurance or otherwise, b. by reasonable liquidation of the Participating Employee's assets and the assets of the Participating Employee's spouse and minor children which are reasonably available to the Participating Employee, to the extent such liquidation would not in itself cause an immediate and heavy financial need, c. by cessation of the Participating Employee's contributions under Section 4.1, d. by other distributions or nontaxable loans (at the time the loans are made) from this Plan and all other plans maintained by his Participating Company or any other employer, or e. by borrowing from commercial sources on reasonable commercial terms. The Committee in its discretion may rely on the Participating Employee's representation that such resources are not available in lieu of independently ascertaining such facts. A request for a withdrawal shall be submitted to the Committee or its delegate in accordance with Plan Rules and shall be accompanied or supplemented by such evidence as it may reasonably require. If the Committee grants a request for a hardship withdrawal, such withdrawal shall be made first from the Participating Employee's Before-Tax Supplemental Account and thereafter from his Before-Tax Basic Account to the extent that the Committee deems necessary to relieve such hardship. Payment of a hardship withdrawal shall be made in cash on the basis of the respective Unit values as of the Processing Date. The amount of such withdrawal may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from such withdrawal. 4. Withdrawal of Profit Sharing Account and/or ESOP Account. Withdrawals from a Participating Employee's Profit Sharing Account and ESOP Account prior to a termination of employment shall not be permitted. 5. Distribution on Termination of Employment. a. Retirement or Other Termination of Employment Except Death or Transfer. If a Participating Employee separates from service as an Employee for any reason other than death: (i) all nonvested Units in his Account shall be forfeited as soon as practicable following his separation from service, provided that no Units will be forfeited if such Participating Employee: (A) separates from service because of Disability, (B) separates from service on or after his Normal Retirement Age, (C) separates from service pursuant to the provisions of a severance pay plan sponsored by his Participating Company and approved by the Committee which is treated as a welfare plan in accordance with ERISA and DOL Regulations section 2510.3-2(b) and which provides for payment of severance benefits (other than payment in lieu of vacation) to Employees (including Employees who are not Highly Compensated Employees) on account of termination of employment or in accordance with a Participating Company's plans or practices with respect to technological displacements or force surplus reduction, or (D) has at least 3 Years of Vesting Service; (ii) subject to the terms of Section 9.1 and Paragraph (c) below, the distribution of all of the vested Units in such Participating Employee's Account shall be made or commenced as soon as practicable following the date on which such separation is effective; provided, however, that in the event such Participating Employee has no vested interest in his Account at the time of such separation, he shall be deemed to have received a cash-out distribution at the time of his separation; provided, further, if the value of such Units exceeds (or at the time of any prior distribution exceeded) five thousand dollars ($5,000.00) (or prior to April 1, 1998 exceeded (or at the time of any prior distribution exceeded) three thousand five hundred dollars ($3,500)), such Participating Employee's Account shall not be distributed before age 65 without his written consent. A Participating Employee may elect to defer distribution or the commencement of distributions until a later date, but not later than April 1 of the calendar year following the later of (i) the calendar year in which the Participating Employee attains age 70 1/2, or (ii) the calendar year in which the Participating Employee actually separates from service with all Affiliates (provided, for Plan Years prior to January 1, 2001, the earlier of (i) and (ii) was applicable). Notwithstanding the foregoing, if such Participating Employee is a five percent owner (as defined in Code Section 416), benefit payments shall be made or commence no later than April 1 following the calendar year in which the Participant attains age 70 1/2; and (iii) contributions made by or on behalf of a Participating Employee under Section 4.1, which have not yet been allocated and credited to his Account pursuant to Section 5, shall be refunded to him in accordance with Plan Rules except to the extent such contributions are reflected in the value of Units distributable to him under Section 9.5(a)(i). b. Death. If a Participating Employee dies while an Employee, all of the Units in his Account shall be distributed as soon as practicable following his death, pursuant to Sections 9.1 and 16. Contributions made by or on behalf of such Participating Employee under Section 4.1, which have not yet been allocated and credited to his Account pursuant to Section 5, will be refunded to his beneficiary in accordance with Plan Rules except to the extent such contributions are reflected in the value of the Units distributable to his beneficiary under Sections 9.1(c) and 16. c. Delay Upon Reemployment. If a Participating Employee becomes eligible to receive or begins receiving a benefit payment in accordance with the terms of paragraph (a) above and subsequently is reemployed by an Affiliate or Subsidiary prior to the time his entire Account has been distributed, the distribution to such Participating Employee shall be delayed or cease until such Participating Employee again becomes eligible to receive a distribution from the Plan pursuant to the terms of the Plan. Notwithstanding the foregoing, if a Participating Employee's benefit payments have commenced in the form of installment payments for which an annuity contract has been purchased and distributed, payments under such annuity contract shall not cease but shall continue during the period of his reemployment. 6. Required Distribution. Unless a Participating Employee elects otherwise under the provisions of Section 9.5(a)(ii), distribution of all of the Units in a Participating Employee's Account shall be made or commenced to the Participating Employee upon receipt of a written election form provided by the Committee; provided, however, distributions in any event shall begin no later than the April 1 of the calendar year following the later of (i) the calendar year in which the Participating Employee attains age 70 1/2; or (ii) the calendar year in which the Participating Employee actually separates from service with all Affiliates (provided, for Plan Years prior to January 1, 2001, the earlier of (i) and (ii) was applicable). Notwithstanding the foregoing, if the Participating Employee is a five-percent owner (as defined in Code Section 416) benefit payments shall be made or commence no later than the April 1 following the calendar year in which the Participating Employee attains age 70 1/2. If the Participating Employee has not retired under this Plan, and, unless a contrary election is in effect under Section 9.1(c), all of the Units in a Participating Employee's Account (other than Units representing nonvested amounts) shall be distributed in annual installments over the life expectancy of the Participating Employee. a. all distributions under this Plan will be made in accordance with applicable regulations issued under Code section 401(a)(9), including without limitation any applicable regulation interpreting Code section 401(a)(9)(G), and Code section 409(o); b. any distribution required under the minimum incidental death benefit requirements of Code section 401(a)(9)(G) shall be treated as a distribution required under this Section 9.6 and c. the provisions of this Section 9.6 will control in the event that any distribution required under Section 9.1(d) is inconsistent with Code section 401(a)(9) or Code section 409(o). With respect to distributions under the Plan made for calendar years beginning on or after August 1, 2001, the Plan will apply the minimum distribution requirements of Section 401(a)(9) of the Internal Revenue Code in accordance with the regulations under Section 401(a)(9) that were proposed in January, 2001, notwithstanding any provision of the Plan to the contrary. This provision shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under Section 401(a)(9) or such other date as may be specified in guidance published by the Internal Revenue Service. 7. Undeliverable Amounts. In the event the Committee is unable to locate a Participating Employee or, in the case of a deceased Participating Employee, the designated beneficiary, surviving Spouse, or beneficiary of the Participating Employee's estate, as the case may be, after written notice to the last known mailing address of the payee and such additional effort, if any, as the Committee deems reasonable under the circumstances, and no claim is filed for the amount so payable within a reasonable time after the payments are to commence to such missing payee, the amount so payable may be treated as abandoned. The amount of such abandoned Account shall be applied to provide reinstatement of other abandoned Accounts (as described below), to reduce future Profit Sharing Contributions and Matching Contributions by a Participating Company as described in Section 11 of the Plan, or to pay Plan administrative expenses. Notwithstanding the foregoing, the amount of such abandoned Account shall be reinstated and paid to such Participating Employee, designated beneficiary, surviving Spouse or beneficiary of the Participating Employee's estate, as the case may be, in the event that such person thereafter files a claim for the benefit while the Plan is in effect and demonstrates to the satisfaction of the Committee that such person is in fact the missing payee. Notwithstanding anything to the contrary contained herein, such reinstatement and payout shall be made prior to any reduction of Profit Sharing Contributions or Matching Contributions under Section 11 of the Plan and shall be made first from amounts from other abandoned accounts or forfeitures, if any, next from Plan earnings and, if such amounts are insufficient to satisfy the reinstatement required by this Section, from current Profit Sharing Contributions and Matching Contributions, if any. 8. Rollover Distributions a. General. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover and may waive his right to any minimum prior notice of his rollover rights. b. Definitions. (i) Eligible Rollover Distribution. An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (made not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code section 401(a)(9); the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); as of January 1, 2000, withdrawals on account of hardship to the extent such withdrawals are made from Before-Tax Contributions; as of January 1, 2001, any withdrawals on account of hardship; and distributions which do not represent all of the balance to the credit of the distributee and which total less than $200 during the Plan Year. (ii) Eligible Retirement Plan. An eligible retirement plan is an individual retirement account described in Code section 408(a), an individual retirement annuity described in Code section 408(b), an annuity plan described in Code section 403(a), or a qualified trust described in Code section 401(a), that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. (iii) Distributee. A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code section 414(p), are distributees with regard to the interest of the spouse or former spouse. (iv) Direct Rollover. A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee. (c) Waiver of Notice. Notwithstanding anything to the contrary in this section, if a distribution is one to which Code sections 401(a)(11) and 417 do not apply, such distribution may commence less than 30 days after receiving the notice required under section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that: (i) the Committee clearly informs the Participating Employee that the Participating Employee has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (ii) the Participating Employee, after receiving the notice, affirmatively elects a distribution. SECTION 10. LOANS. 1. Adoption of Loan Provisions. With respect to the Consolidated Plan, and a Separate Plan if a Separate Participating Company so elects in its Adoption Agreement, a Participating Employee who is an Employee of a Participating Company and who is a party in interest (as defined in Section 3(14) of ERISA) with respect to the Consolidated Plan or a Separate Plan, as applicable, may request a loan from the Plan in accordance with such procedures as the Committee establishes from time to time. The Committee shall grant all such loan requests on a reasonably equivalent basis, subject to the following conditions: a. The principal amount of a loan made under this Section 10 (when added to the outstanding balance of all other loans from the Plan) to a Participating Employee shall not exceed the lesser of (i) $50,000 as reduced by the excess, if any, of (A) the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date as of which such loan is made over (B) the outstanding balance of loans from the Plan on the date as of which such loan is made, or (ii) 50% of the sum of the Participating Employee's Before-Tax Basic Account, Before-Tax Supplemental Account and Rollover Account at the time the loan is made (where, for purpose of this Paragraph (a), this Plan and all other plans described in Code section 401 which are maintained by an Affiliate or a Subsidiary shall be treated as one plan). b. The loan is secured by no more than 50% of the Participating Employee's nonforfeitable interest in his Account immediately after the origination of the loan. c. The loan provides for the repayment (which for a Participating Employee while an active Employee shall be made only through payroll deductions unless otherwise provided by Plan Rules) of principal and interest in substantially level installments not less frequent than quarterly over a period of at least two years but no more than five years. Prepayment of the loan in a lump-sum amount may be made after the initial one year installment period. The payroll deductions for loan repayments to the Plan shall be made prior to the collection of any contributions. d. The interest rate for the loan shall be the base rate on corporate loans at large U.S. money center commercial banks ("Prime Rate") as reported in the Wall Street Journal for the last Business Day of the calendar quarter immediately preceding the calendar quarter in which the loan is granted plus any premium and minus any discount which the Committee deems appropriate and commercially reasonable under the circumstances and consistent with applicable law. The Committee's determination of the applicable interest rate shall be final. e. Unless such Participating Employee elects, in accordance with Plan Rules, to pay monthly installments following his termination of employment for any reason other than a transfer, the loan, if made to a Participating Employee who is an Employee, shall become due and payable in full in the event that the Participating Employee's employment terminates for any reason other than a transfer (which does not involve a Trust-to-Trust Transfer or a distribution) in accordance with Section 15 prior to the complete repayment of such loan and, further, the Trustee shall have the right to deduct any amount due under the loan from any amount which becomes distributable under this Plan to, or on behalf of, the Participating Employee. f. The principal amount of the loan is at least $1,000.00. g. The administrative expenses for the loan shall be paid by the Participating Employee. h. If a Participating Employee with an outstanding loan balance requests a withdrawal under Section 9.3, the Committee shall grant such withdrawal in accordance with the terms of Section 9, provided such withdrawal does not result in the Participating Employee's outstanding loan balance exceeding his remaining Before-Tax Basic Account and Before-Tax Supplemental Account balances in the aggregate, or, to the extent not prohibited by Code section 401(k)(2)(B), the Committee may reduce the Participating Employee's outstanding loan balance by designating such reduction as a distribution if the Committee deems it advisable to meet the financial needs of the Participating Employee and, in such event, no limitation on prepayment shall apply. i. A Participant may have no more than two outstanding loans from the Plan (including any loans granted pursuant to this Section and Section 25) at any time. j. If required under the Code or ERISA, the Participating Employee and, if applicable, his spouse (at the time the loan is made) must consent in writing to such loan. Such written consent shall be made in accordance with such procedures as the Committee establishes from time to time. k. The loan shall become due and payable in full if the Participating Employee's obligation to repay the loan has been discharged through a bankruptcy or any other legal process or action which did not actually result in payment in full. l. The loan shall be in default at such time as the Participating Employee (i) fails to make three consecutive months' loan repayments; (ii) fails to repay the loan in full either (A) before the end of the five-year maximum loan period set forth in Section 10.1(c) or (B) at such earlier time as the loan becomes due and payable under this Section 10; or (iii) satisfies any other default condition set forth in the terms and conditions of the promissory note that accompanies the loan. Upon default of the loan, the Trustee shall cause the portion of the borrower's Account which has been pledged to secure the loan to be used to repay such loan; provided, although the Committee may treat any portion of the loan balance that remains outstanding after a default as taxable income to the borrower in accordance with the terms of Code section 72(p), no portion of such outstanding loan balance may be treated as a reduction of a Participating Employee's Account balance until such time as such reduction, if treated as a distribution, will not breach the special distribution restrictions of Code section 401(k)(2)(B). Loan repayments may be suspended under this Plan as permitted under Code Section 414(u)(4), under applicable Treasury regulations, and as may be provided in the written loan policy statement. m. The Participating Employee agrees to such other terms and conditions as the Committee deems appropriate under the circumstances. 2. Processing Loan. If a loan is authorized, the Committee or its designee, as soon as administratively practicable following authorization and in accordance with Plan Rules, shall direct the transfer of the principal amount of such loan from the Participating Employee's subaccounts proportionately from the investments of each subaccount, to a special loan Account for such Participating Employee, in accordance with a procedure which the Committee deems appropriate under the circumstances. The loan shall be made from such loan Account, and principal and interest payments on the loan shall be credited when made to such loan Account. Payments so credited shall be transferred back to the Participating Employee's Account in such a manner as the Committee deems appropriate under the circumstances and shall be reinvested in the same manner as a current contribution in accordance with the Participating Employee's current investment election. SECTION 11. RESTORALS OF FORFEITED AMOUNTS. 1. Application of Forfeitures. a. Reduction of Profit Sharing and Matching Contributions. To the extent not used to satisfy the Participating Company's restoration obligation set forth in Section 11.2, nonvested amounts forfeited by a Participating Employee shall be applied when available against the obligation of the Participating Company which made the related contributions to make its contributions under Section 4.2; provided, if the nonvested amounts forfeited and available with respect to a Consolidated Participating Company exceed such company's contribution obligation for a Plan Year, the excess of such nonvested amounts forfeited shall be used to reduce the contribution obligations of the other Consolidated Participating Companies for such Plan Year. Nonvested amounts forfeited in a Participant's Profit Sharing Account shall be first applied to reduce the obligation, if any, of the Participating Company which made the related contributions to make Profit Sharing Contributions and may be applied to reduce its Matching Contributions only after the obligation, if any, to make Profit Sharing Contributions is completely satisfied. Nonvested amounts forfeited in a Participating Employee's Matching Account shall be first applied to reduce the obligation of the Participating Company which made the related contributions to make Matching Contributions and may be applied to reduce its Profit Sharing Contributions obligation, if any, only after the obligation to make Matching Contributions is completely satisfied. No Matching Contribution or Profit Sharing Contribution, as the case may be, shall be made directly by a Participating Company to the extent that forfeitures are available to satisfy such contribution obligation. All amounts forfeited shall be applied as a credit to reduce subsequent contributions of the Participating Company which made the related contributions at the time of forfeiture. b. Plan Termination. Notwithstanding the terms of subsection (a) hereof, in the event this Plan is terminated, any forfeitures not applied prior thereto to satisfy the Participating Company's restoration obligation as set forth in Section 11.2 or to reduce a Participating Company's obligation under Section 4.2(a) shall be credited, subject to the limits of Section 6, ratably to the Accounts of its Employees who are Participating Employees on the date of such termination in proportion to the amounts of the Matching Contributions credited to their Accounts for the last month with respect to which such contributions were made; provided, if such crediting of forfeitures would cause impermissible discrimination under the Consolidated Plan, the forfeitures that may not be so credited because of such discrimination shall be credited in a similar, nondiscriminatory manner to the Accounts of other Participating Employees participating in the Consolidated Plan. 2. Restoral of Forfeited Amounts. a. How Restored. If there was a forfeiture of Units representing nonvested amounts in a Participating Employee's Account for an Employee or a former Employee, the amount forfeited shall subsequently be restored to such Account, subject to the conditions of this Section 11, through contributions of the Participating Company if: (i) for an individual who received a withdrawal under Section 9.2 or a distribution in the form of a single lump-sum payment under Section 9.5(a), such individual makes a lump-sum payment to the Committee in cash within the time period provided for such payment under Section 11.2 in an amount equal to the amount of cash plus the value on the date of withdrawal or distribution of shares which the Participating Employee received in the withdrawal or distribution; or (ii) for an individual who terminated employment but who did not receive a distribution in the form of a single lump-sum payment under Section 9.5(a), such individual is reemployed as an Employee before he has five consecutive Breaks in Service. b. Deadline For Repayment. Any repayment made under this Section 11.2 must be made at a time when the individual is an Eligible Employee in the active service of a Participating Company and on or before the earlier of (1) five years after the first date on which the individual is subsequently reemployed by a Participating Company, (2) the end of a period of five consecutive Breaks in Service commencing after the distribution, if the Employee separates from service (for any reason other than transfer in accordance with Section 15) following the withdrawal or distribution, or (3) in the case of a withdrawal under Section 9.2, five years after the date of such withdrawal. c. How Repayments and Restorals Are Invested and Credited. Repaid amounts shall be nonforfeitable and repaid and restored amounts shall be invested according to the Participating Employee's investment direction in effect at the time of the repayment or restoral. The number of Units credited to the Participating Employee's Account through the investment of the repaid amounts and restored amounts shall be based on the value of the Units representing each type of investment as of the Business Day on which such repayment or restoral is received by the Trustee and credited to the Participating Employee's Account. SECTION 12. ADMINISTRATION BY TRUSTEE. 1. Trust Agreement. BellSouth has entered into the Trust Agreement with the Trustee, and the Trust Agreement shall be a part of this Plan. The Trust Agreement shall provide, among other things, that all funds received by the Trustee thereunder will be held by the Trustee or an insurance company or companies, or by other financial institutions, and that no part of the corpus or income of the Trust Fund held by the Trustee shall be used for, or diverted to, purposes other than for the exclusive benefit of Participating Employees or their beneficiaries and shall set forth the rules on how BellSouth Shares shall be voted and, if there is a tender offer for such shares, how such shares shall be tendered. BellSouth shall have authority to remove such Trustee or any successor Trustee, and any Trustee or any successor Trustee may resign. Upon removal or resignation of a Trustee, BellSouth shall appoint a successor Trustee. BellSouth also shall have authority to direct that there shall be more than one Trustee under the Trust Agreement and to determine the portion of the assets under the Trust Agreement to be held by each such Trustee. If such a direction is given, BellSouth shall appoint the additional Trustee or Trustees, and each Trustee shall hold and administer and keep records with respect to the portion of such assets held by it. BellSouth also shall have such other powers and duties under the Trust Agreement as set forth from time to time in such agreement. 2. Commingled Trust. The Trustee may, but shall not be required to, commingle, hold and invest as one trust all contributions made by all Participating Companies under this Plan and other qualified plans of Affiliates or Subsidiaries. 3. Audit. BellSouth shall select a firm of independent certified public accountants to examine and report on the financial position and the results of operation of the Trust Fund. SECTION 13. ELECTION TO VOLUNTARILY SUSPEND CONTRIBUTIONS. 1. Voluntary Suspension of Contributions. A Participating Employee may elect to voluntarily suspend contributions under Section 4 in accordance with Plan Rules. 2. Limitations on Voluntary Suspension. A Participating Employee may voluntarily suspend contributions under Section 4 only once in any Plan Year and no suspension shall be for a period of less than three months. These limitations shall not apply in case of a suspension in the event the Participating Employee is absent on account of sickness or disability in accordance with Section 14. 3. Resumption of Contributions. A Participating Employee may elect to resume making contributions under Section 4 as of any Enrollment Date succeeding the minimum three-month period of suspension. SECTION 14. LEAVE OF ABSENCE; LAYOFF; ABSENCE ON ACCOUNT OF SICKNESS OR DISABILITY. 1. Leave of Absence. If a Participating Employee is granted an unpaid leave of absence by his Participating Company, then, except as required under the Uniformed Services Employment and Reemployment Rights Act of 1994, with respect to reemployments initiated after December 12, 1994, there shall be no contributions made under Section 4.1 from any compensation paid during the period of such leave, and contributions automatically shall be deemed to be suspended during such period. 2. Layoffs. If a Participating Employee is laid off, there shall be no contributions made under Section 4.1 from any compensation paid during such period of layoff, and contributions automatically shall be deemed to be suspended during such period. If at the end of 12 months the Participating Employee has not returned as an Eligible Employee in active service, then, notwithstanding any other provision of this Plan, his employment shall be deemed to have been terminated for purposes of distribution under this Plan, and such Participating Employee's Account shall become nonforfeitable at such time; provided, however, no distribution of such Participating Employee's Account shall be made until otherwise permissible under Code section 401(k). The layoff of the Participating Employee in accordance with any comparable provisions of a Predecessor Plan shall be considered as a layoff for the purposes of the provisions of this Section 14.2. 3. Absences on Account of Sickness or Disability. a. If a Participating Employee is absent on account of sickness or disability and is receiving short-term sickness payments or disability benefit payments under his Participating Company's short term disability plan or anticipated disability program, contributions under Section 4 will be made from such payments to the extent such payments constitute Eligible Compensation, and reference to contributions from compensation in this Plan shall include contribution from such payments. The Participating Employee may at any time elect to suspend contributions from such payments without penalty in accordance with Section 13 and Plan Rules. b. Contributions from Eligible Compensation may be resumed following the end of the period during which the Participating Employee is absent (in accordance with Section 14.3(a)) on account of sickness or disability in accordance with Plan Rules. c. If immediately following the end of the period during which a Participating Employee is absent on account of sickness or disability the Participating Employee is not in active service or on a leave of absence, his employment shall be deemed to have been terminated for purposes of distribution under this Plan, and such Participating Employee's Account shall become nonforfeitable at such time; provided, however, no distribution of such Participating Employee's Account shall be made until otherwise permissible under Code section 401(k). SECTION 15. CHANGE TO NON-MANAGEMENT EMPLOYEE; TRANSFER TO ANOTHER PARTICIPATING COMPANY; TRANSFER TO AN AFFILIATE OR SUBSIDIARY NOT A PARTICIPATING COMPANY; CHANGE TO SEPARATE PARTICIPATING COMPANY; CHANGE TO CONSOLIDATED PARTICIPATING COMPANY; OTHER INTERCHANGE EMPLOYEES. 1. Change to Non-Management Employee. If a Participating Employee ceases to be an Eligible Employee as a result of a change in status from management employee to Non-Management Employee, contributions by or on behalf of such Participating Employee under Section 4.1 shall be suspended during such period. The Committee shall automatically transfer the value of his Account in this Plan (other than amounts in his ESOP Account) to such plan as soon as practicable. 2. Transfer to Another Participating Company. The effect under this Plan of a transfer of a Participating Employee from one Participating Company to another Participating Company shall be determined under Plan Rules and Interchange Agreements, if any, which address such transfers. 3. Transfer to an Affiliate or Subsidiary Not a Participating Company. A Participating Employee who terminates employment with a Participating Company and who within a period of 30 days from the date of such termination commences employment with an Affiliate or a Subsidiary which is not a Participating Company shall be deemed to have transferred to such Affiliate or Subsidiary in accordance with this Section 15 and may elect (1) that the Participating Employee's Account remain in this Plan until his employment with such Affiliate or Subsidiary terminates, (2) that a Trust-To-Trust Transfer be made (except for his ESOP Account) from this Plan to a Qualified Savings Plan maintained by such Affiliate or Subsidiary, or (3) that his Account in this Plan be immediately distributed without forfeiture, provided such distribution is permissible under Code section 401(k) and the rules respecting the ESOP. Such elections shall be made in accordance with Plan Rules and the provisions of any applicable Interchange Agreement. 4. Change to Separate Participating Company; Change to Consolidated Participating Company. a. If a Consolidated Participating Company changes status to a Separate Participating Company, that Participating Company shall, effective as of the date of such change, no longer be eligible to participate in the Consolidated Plan (including the ESOP portion of the Plan ). All amounts contributed by the Participating Company on and after the date of such change will be contributed to a Separate Plan. All amounts contributed by the Participating Company prior to the date of such change shall remain in the Consolidated Plan; provided, however, that the Committee, in its sole discretion, may elect to transfer such amounts to the Separate Plan. b. If a Separate Participating Company changes status to a Consolidated Participating Company, that Participating Company shall, effective as of the date of such change, become eligible to participate in the Consolidated Plan (including the ESOP portion of the Plan). All amounts contributed by the Participating Company on and after the date of such change will be contributed to the Consolidated Plan. All amounts contributed by the Participating Company prior to the date of such change shall remain in the Separate Plan; provided, however, that the Committee, in its sole discretion, may elect to transfer such amounts to the Consolidated Plan. 5. Other Interchange Employees. Unless Section 15.2 or Section 15.3 applies, a Participating Employee covered by an Interchange Agreement who terminates employment with a Participating Company and within a period of 30 days from the date of such termination commences employment with an Interchange Company shall be deemed under this Section 15 to have transferred to the Interchange Company and such Participating Employee's Account shall remain in this Plan during the three-month period beginning with the effective date of such transfer to the Interchange Company, and at the end of such three-month period, the distribution of the Participating Employee's Account shall be made as soon as practicable after such distribution is permissible under Code section 401(k) and the rules respecting the ESOP. Notwithstanding the preceding sentence, the Participating Employee may within such three-month period elect a Trust-To-Trust Transfer (except for his ESOP Account) from this Plan to a Qualified Savings Plan maintained by the Interchange Company. Such transfer shall be made in accordance with Plan Rules and only if such a transfer is specifically provided for by the applicable Interchange Agreement. 6. Value Transferred. If a Participating Employee elects a Trust-To-Trust Transfer from this Plan to a Qualified Savings Plan in accordance with the provisions of this Section 15, the Trustee shall transfer assets or cash equal to the value of his Account to the trustee as of any Business Day. The value of such Trust-to-Trust Transfer shall be determined on the basis of the respective Unit values as of the Business Day on which such transfer is processed. The value credited to the Participating Employee's account in the Qualified Savings Plan shall be the same as the value credited to the Participating Employee's Account in this Plan immediately prior to the transfer (each of which shall be equal to the value as of the Business Day on which such transfer is processed); provided, however, that notwithstanding anything to the contrary, the Participating Employee's account in such Qualified Savings Plan shall thereafter be governed entirely by the terms and conditions of such Qualified Savings Plan. SECTION 16. DESIGNATION OF BENEFICIARIES; SPOUSAL CONSENT; DEFINITION OF SPOUSE; DISTRIBUTIONS UPON DEATH; FORFEITURE OF BENEFITS BY KILLERS. 1. Designation of Beneficiaries. a. Except as provided in Section 16.1(b) and Section 16.2, a Participating Employee may designate a beneficiary or beneficiaries to receive all or part of the Participating Employee's Account in case of his death, and may change or revoke such designation at any time in accordance with Plan Rules. b. If the Participating Employee's beneficiary designation includes a trust or other person (other than an individual) as either the primary or a contingent beneficiary, the Committee shall have the right at its discretion to disregard such designation for purposes of this Plan. c. A beneficiary designation in effect under the comparable provisions of a Predecessor Plan shall be accepted by the Committee if no designation has been made under this Plan and if such designation satisfies the requirements of applicable law. 2. Spousal Consent. Notwithstanding Section 16.1, if a Participating Employee has a surviving "Spouse" (as defined in Section 16.3) at his death, his surviving Spouse shall be deemed to be his designated beneficiary for the entire nonforfeitable amount in his Account, unless: a. such Spouse has consented (or consents) in writing as to the designation of a specific person or persons (including a trust) as beneficiary of all or part of the Participating Employee's Account, and such consent is witnessed by a notary public and acknowledges the effect of such designation; or b. the Participating Employee before his death has established to the satisfaction of the Committee that such consent may not be obtained because there is no Spouse, the Spouse cannot be located, or because of any other circumstances as may be required in regulations under Code section 417 under which spousal consent is not required. 3. Definition of Spouse. For purposes of this Section 16, the term "Spouse" shall mean the individual who the Committee determines, in accordance with the laws of the state of which the Participating Employee was a resident on the date of his death, is the Participating Employee's lawful husband or wife on the date of the Participating Employee's death, which determination shall be final and binding on all parties. 4. Distribution upon Death. In case of the death of a Participating Employee, the amount in the Participating Employee's Account with respect to which a designation of beneficiary has been made (to the extent it is valid and enforceable under applicable law) shall be distributed in accordance with this Plan to the designated beneficiary or beneficiaries. If no beneficiary is so designated or no such designated beneficiary survives the Participating Employee, the amount in the Participating Employee's Account distributable upon his death shall be distributed to the Participating Employee's surviving Spouse, if any, or, if there is no surviving Spouse, to the Participating Employee's estate. If the Committee determines that there is any bona fide question as to the legal right of any beneficiary to receive a distribution under this Plan, the amount in question may be paid to the surviving Spouse, if any, or, if there is no surviving Spouse, to the estate of the Participating Employee, or in either case to a court of competent jurisdiction, in which event the Trustee, BellSouth and the Participating Company shall have no further liability to anyone with respect to such amount. 5. Forfeiture of Benefits by Killers. Notwithstanding anything to the contrary in the Plan, no distribution of benefits shall be made under any provision of the Plan to any individual who kills the Participating Employee in the Plan with respect to whom such distribution would otherwise be payable. An individual shall be deemed to have killed a Participating Employee for purposes of this Section 16.5 if, by virtue of such individual's involvement in the death of the Participating Employee, such individual's entitlement to an interest in assets of the deceased could be denied (whether or not there is in fact any such entitlement) under any applicable law, state or federal, including without limitation laws governing intestate succession, wills, jointly-owned property, bonds, and life insurance. For purposes of the Plan, any such killer shall be deemed to have predeceased the Participating Employee. The Committee may withhold distribution of benefits otherwise payable under the Plan for such period of time as is necessary or appropriate under the circumstances to make a determination with regard to the application of this Section 16.5. SECTION 17. BENEFITS NOT ASSIGNABLE; QUALIFIED DOMESTIC RELATIONS ORDERS; CRIMES AGAINST THE PLAN. 1. Benefits not Assignable. Except as otherwise provided by law and Sections 17.2 and 17.3, no benefit, payment or distribution under this Plan shall be subject either to the claim of any creditor of a Participating Employee or beneficiary or to attachment, garnishment, levy, execution or other legal or equitable process by any creditor of such person, and no such person shall have any right to alienate, commute, anticipate or assign (either at law or equity) all or any portion of any benefit, payment or distribution under this Plan. 2. Qualified Domestic Relations Orders. a. Notwithstanding Section 17.1, this Plan shall provide for payment of benefits in accordance with the applicable requirements of a "qualified domestic relations order" as that term is defined in Code section 414(p). The Committee, in accordance with uniform and nondiscriminatory procedures established by the Committee, shall determine the qualified status of such order and administer any distributions under this Plan pursuant to such order in accordance with the rules set forth in Code section 414(p), and any such determination or payment shall be final and binding on all parties. b. If any payments were being made under a Predecessor Plan on January 1, 1985 pursuant to a domestic relations order, such order shall be treated for all purposes under this plan as a qualified domestic relations order within the meaning of Code section 414 (p) with respect to that portion of an Account subject to such order. c. Any interest in a Participating Employee's Account which is payable to an alternate payee (as described in Code section 414(p)) under a qualified domestic relations order before the date such interest is payable under Section 9.5 to such Participating Employee nevertheless shall be payable under this Section 17.2 to such alternate payee in accordance with the terms of such order without regard to the distribution events described in Section 9.5. 3. Crimes Against the Plan. The nonalienation requirements of Section 17.1 shall not apply to any offset of a Participating Employee's Account, benefit, payments, proceeds or distributions under the Plan against an amount that the Participant is ordered or required to pay to the Plan if: a. The order or requirement to pay arises, on or after August 5, 1997, (i) under a judgment of conviction for a crime involving the Plan; (ii) under a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of Subtitle B of Title I of ERISA; or (iii) pursuant to a settlement agreement between the Pension Benefit Guaranty Corporation and the Participating Employee or a settlement agreement between the Secretary of Labor and the Participant in connection with a violation (or alleged violation) of Part 4 of such subtitle by a fiduciary or any other person; and b. The judgment, order, decree or settlement agreement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against the Participant's benefits provided under the Plan. SECTION 18. EXPENSES. Expenses of administering the Plan may be paid from Plan assets, and certain expenses of administering the Plan may be charged to the Accounts of Participants, in accordance with Plan Rules and the Trust Agreement. Brokerage fees, transfer taxes and other expenses incident to the purchase or sale of securities by the Trustee shall be deemed to be part of the cost of such securities or deducted in computing the proceeds therefrom, as the case may be. Transfer taxes in connection with distribution of BellSouth Shares to Participating Employees or their beneficiaries shall be borne by the Participating Company which last employed the Participating Employee on whose behalf the distribution was made. Taxes, if any, or income received on any assets held by the Trustee shall be charged appropriately against the Accounts of a Participating Employee as the Committee shall determine. Any expenses not paid from Plan assets shall be paid by a Participating Company. SECTION 19. MODIFICATION OR MERGER OF PLAN. 1. Modification. BellSouth, by action of its Board of Directors or its delegate, may modify the Consolidated Plan and/or any Separate Plan, provided that no part of the corpus or income attributable to any funds received by the Trustee for the purposes of this Plan shall be used for, or diverted to, purposes other than for the exclusive benefit of Participating Employees or their beneficiaries, and no modification shall eliminate an optional form of benefit or deprive a Participating Employee of the nonforfeitable percentage of his Account balance accrued to the date of such modification except to the extent permissible under Code section 411(d)(6). BellSouth by action of its Board of Directors may delegate authority to the Committee with respect to the modification of the Consolidated Plan and/or any Separate Plan. Any modification shall be effective at such date as BellSouth or the Committee, whichever is applicable, may determine, except that no such modification may apply to any period prior to the adoption of the modification by BellSouth or the Committee, whichever is applicable, unless, in the opinion of BellSouth or Committee, whichever is applicable, such modification is necessary or advisable in order to comply with the provisions of the Code (including any rulings thereunder) relating to the qualification of this Plan or relating to the income tax exemption of the Trust Fund and would not adversely affect the rights of Participating Employees in respect of this Plan. Notice of any modification of this Plan shall be given to the Trustee and to all Participating Companies and, except for changes which the Committee determines to be of a minor nature and, in the Committee's judgment, which do not adversely affect their interests and which are not required to be disclosed under the Code or ERISA, shall also be given to all Participating Employees. A modification may affect current Participating Employees as well as future Participating Employees. 2. Merger or Consolidation. There shall be no merger or consolidation of this Plan with, or transfer of assets or liabilities of this Plan to, any other plan unless each Participating Employee would (if such other plan then terminated) receive a benefit immediately after such merger, consolidation or transfer which is equal to or greater than the benefit the Participating Employee would have been entitled to receive immediately before such merger, consolidation or transfer (if this Plan had then terminated). SECTION 20. TERMINATION OF CONTRIBUTIONS UNDER PLAN; LIQUIDATION OF THE PLAN. BellSouth, by action of its Board of Directors, may at any time terminate contributions under Section 4.1 for all Participating Employees and all contributions under Section 4.2 by all Participating Companies. BellSouth may terminate the Consolidated Plan, one or more Separate Plans, and/or a Participating Company's participation in the Plan. Furthermore, if a Participating Company ceases to be a Subsidiary or an Affiliate (other than through a merger or consolidation into another Participating Company), such Participating Company's participation in this Plan shall terminate. Except with respect to the Consolidated Plan or a Separate Plan, or except to the extent required under the Code, any such termination of a Participating Company's participation in this Plan shall not be deemed to be a termination or partial termination of the Plan. No termination shall have the effect of diverting the amounts held by the Trustee to purposes other than as provided in this Plan. Upon a termination of all contributions by a Participating Company, this Plan shall nevertheless remain in effect as to such Participating Company in other respects, except that (1) no Participating Employee under this Plan as adopted by such Participating Company shall thereafter forfeit any amounts in his Account and (2) instead of the withdrawal and distribution rights specified in Section 9, each such Participating Employee shall, by giving written notice on a form to be provided for this purpose and delivered to the Committee or its designated representative prior to a termination of his Participating Company's participation in this Plan, elect either (a) to leave all Units credited to the Participating Employee's Account in the Trust Fund held by the Trustee and distributed in a single distribution upon the Participating Employee's separation from service, death, disability, attainment of age 59-1/2, or other permissible distribution events under Code section 401(k), whichever occurs first, or (b) to have all Units credited to the Participating Employee's Account, excluding the Participating Employee's Before-Tax Account and ESOP Account, distributed in a single distribution as soon as practicable after the last date for making such an election and to have all Units credited to a Participating Employee's Before-Tax Accounts distributed in a single sum distribution upon the Participating Employee's separation from service, death, disability, attainment of age 59-1/2 or other permissible distribution events under Code section 401(k), whichever occurs first. The Participating Employee's ESOP Account shall remain in the Plan and continue to be administered in accordance with the terms of the Plan. Notwithstanding the foregoing, following such a termination of all contributions by a Participating Company, such Participating Company may, at any time after such termination, determine that this Plan and the Trust Fund shall be liquidated as to such Participating Company, in which event distribution shall be made as soon as permissible under Code section 401(k) and Code section 411(a)(11) to each of its Participating Employees (or any other person or persons entitled to such distribution under this Plan) of all Units in each such Participating Employee's Account. BellSouth shall have the right to completely terminate this Plan, and, as soon as practicable after the complete termination of this Plan, all Participating Employees who are then Employees shall be fully vested and all Participating Employees shall receive a distribution in the form of a single lump-sum payment of all the vested Units in their Accounts as soon as permissible under Code section 401(k) and Code section 411(a)(11). BellSouth also shall have the right to make the ESOP portion of this Plan a separate and distinct plan for Participating Employees and, if BellSouth exercises that right, this Plan shall continue without interruption and the ESOP portion shall continue without interruption as separate and distinct plans within this documents or, at BellSouth's option, in separate documents. SECTION 21. NOTICES TO PARTICIPATING EMPLOYEES; ADMINISTRATIVE NOTICES. 1. Notices to Participating Employees. Notices, reports and statements to be given, made or delivered to Participating Employees shall be deemed duly given, made or delivered when addressed to them and delivered by ordinary mail, or by company mail, to their last known business or home address. 2. Administrative Notices. Authorizations, designations, directions, elections or other administrative notices required by this Plan shall be made to the Savings Plan Administrators (as described in Section 23.3 of this Plan) or their designated representative or to the Committee or its designated representative in accordance with Savings Plan Administrator rules or Plan Rules, whichever are applicable under the circumstances. SECTION 22. ADOPTION OF THE PLAN BY A PARTICIPATING COMPANY. 1. General. Any Affiliate or Subsidiary may, by action of its Board of Directors or equivalent governing body and with the consent of the Senior Officer for Human Resources of BellSouth (or his delegate), adopt this Plan and the Trust Agreement either as a Consolidated Participating Company (pursuant to the provisions of Section 22.2 below) or as a Separate Participating Company (pursuant to the provisions of Section 22.3 below). For purposes of this Section 22.1, the Senior Officer for Human Resources of BellSouth shall be deemed (i) to have delegated his authority to consent to such Plan adoptions to the individuals in the BellSouth Human Resources Retirement Benefits Planning Group, or its successor, and (ii) to have consented to any such adoption if any individual in such Group takes any action (such as, for example, listing such adopting Affiliate or Subsidiary as a Participating Company, enrolling such company's eligible employees in the Plan or otherwise administering the Plan as if such company is participating in the Plan) that is consistent with such individual having consented to such company's adoption of the Plan. 2. Consolidated Participating Companies. Any Affiliate or Subsidiary may become a Consolidated Participating Company by executing an Adoption Agreement specifying the terms of participation and by delivering such Adoption Agreement to BellSouth and the Trustee. In lieu of, or in addition to, executing a formal Adoption Agreement, the Consolidated Participating Company's resolutions adopting and approving the adoption of the Consolidated Plan may be considered the adoption thereof; provided, however, if a Consolidated Participating Company wishes to adopt any terms and conditions which differ from those as set forth in this amended and restated Plan document, such Consolidated Participating Company must adopt the Consolidated Plan using a formal Adoption Agreement. In the event the Consolidated Participating Company uses resolutions to adopt the Consolidated Plan, the resolutions shall, at a minimum, set out the names of the Consolidated Participating Companies and the dates that their participation in the Consolidated Plan commenced. The Consolidated Plan shall be considered a single plan for purposes of Code section 414(l). All assets contributed to the Consolidated Plan by Consolidated Participating Companies shall be available to pay benefits to all Participating Employees therein and their beneficiaries irrespective of which Consolidated Participating Company is the employer of such Participating Employees; provided, however, assets held in the ESOP shall be available only to pay benefits to Participating Employees in the ESOP portion of the Consolidated Plan and their beneficiaries. Available assets held in the ESOP shall not be used to pay benefits under the non-ESOP portion of the Consolidated Plan. Nothing contained herein shall be construed to prohibit the separate accounting for assets contributed by Consolidated Participating Companies to the Consolidated Plan for purposes of cost allocation, contributions, forfeitures or other purposes, pursuant to the terms of the Plan and as directed by the Committee. 3. Separate Participating Companies. Any Affiliate or Subsidiary may become a Separate Participating Company by executing an Adoption Agreement specifying the terms of participation and by delivering such Adoption Agreement to BellSouth and the Trustee. The Separate Participating Company's resolutions may not be used to adopt a Separate Plan. In addition, more than one Affiliate or more than one Subsidiary (as long as all such Subsidiaries are part of the same controlled group under Code section 414(b) or (c) or affiliated service group under Code section 414(m) or (o)) may together adopt this Plan and Trust Agreement as a Separate Plan, by jointly entering into an Adoption Agreement and executing the procedures described hereinabove; provided, for purposes of this Plan, all of such Affiliates and Subsidiaries shall be treated as a single employer, and the term "Participating Company" shall refer collectively to such group of Affiliates or Subsidiaries. Each Separate Participating Company adopting a Separate Plan shall designate such Plan as a separate and distinct plan for the exclusive benefit of its Employees, or the Employees of the division(s) or subdivision(s) with respect to which such Separate Plan is adopted, as the case may be. The contributions made by a Separate Participating Company to each Separate Plan and any forfeiture attributable to such contributions shall be used only for the benefit of Participating Employees and beneficiaries under such Separate Plan. Notwithstanding any contrary provisions in this Plan or Trust Agreement, each Separate Plan established pursuant to this Section 22.3 is intended to be a separate and distinct plan for purposes of Code section 414(l), and the assets of each such Separate Plan shall be available solely for the benefit of the Participating Employees and beneficiaries covered under such Separate Plan. The disqualification of any such Separate Plan shall not affect the qualified status of any other Separate Plan adopted hereunder or the tax-exempt status of the trust created by the Trust Agreement. 4. Amendment. Any amendment to the Consolidated Plan or a Separate Plan by BellSouth or its delegate automatically shall be effective as to each Participating Company without any further action by any Participating Company. 5. Committee Actions. All actions and decisions by the Committee automatically shall be binding upon any Participating Company. 6. Discontinuance of Participation. Any Participating Company shall be allowed to discontinue participation in this Plan upon sixty (60) days written notice to BellSouth, the Committee and the Trustee. SECTION 23. ADMINISTRATION AND INTERPRETATION OF PLAN. 1. Plan Sponsor. BellSouth shall be the sponsor of the Consolidated Plan and, exclusively for reporting and disclosure purposes, shall be the sponsor of each Separate Plan. For all other purposes, each Participating Company shall be the sponsor of the Plan that it adopts; provided, if more than one Affiliate or Subsidiary collectively adopts the Plan, the Affiliate or Subsidiary that serves as the plan sponsor shall be specified in the Adoption Agreement. 2. Savings Plan Committee. BellSouth shall appoint a Savings Plan Committee (the "Committee") to serve as plan administrator (as defined in Code section 414(g)) which shall have such powers as may be necessary to enable it to administer all claims for Plan benefits for all Participating Companies, except for powers expressly vested in BellSouth, the Trustee or any investment managers appointed under the terms of the Trust Agreement. BellSouth shall adopt rules for operation of the Committee. BellSouth and the Committee may each employ persons to render advice or to perform administrative or recordkeeping services with regard to any of its responsibilities under this Plan. The Committee shall have the exclusive right and authority and sole discretion to determine benefits under the Plan and to interpret the provisions of the Plan, and its determinations and interpretations shall be final and conclusive. 3. Administrative Committees. BellSouth and the Committee may delegate authority with respect to certain matters to officers or employees of BellSouth and the Participating Companies. BellSouth and the Committee may also provide for the appointment of one or more persons in each Participating Company to be known as the Administrative Committee of such Participating Company, which, in addition to the authority and responsibilities otherwise specifically provided to such committee under the Plan, shall have authority (i) to grant or deny claims for benefits under the Plan, (ii) to develop administrative procedures and rules of operation, and (iii) to administer the Plan for the Eligible Employees of such Participating Company, to the extent that such authority does not exceed the limits of the authority reserved by BellSouth and the Committee, or limitations of the Plan; provided, if there is more than one Administrative Committee (or divisions of a single Administrative Committee) operating independently with respect to one or more Participating Companies' participation in the Consolidated Plan or a Separate Plan, the Committee shall take such actions and establish such guidelines to assist the various Administrative Committees in administering the applicable Plan in an internally consistent manner. If no Administrative Committee shall be appointed with respect to any one or more Plan, the authorities and responsibilities allocated to the Administrative Committee hereunder shall be exercised by the Committee. 4. Plan Rules. The Committee and each Administrative Committee shall establish such reasonable nondiscriminatory rules and procedures as it deems appropriate under the circumstances for the proper administration of this Plan and such rules and procedures shall be communicated to all affected Participating Employees and beneficiaries. 5. Claims and Claim Processing. Claims will be processed in accordance with ERISA and regulations thereunder and the claims processing procedures (as set forth in the summary plan description for this Plan) shall include, but not be limited to, the following: a. Claims shall be presented to the Administrative Committee which shall either arrange for payment of the claim or deny the claim. Adequate and timely notice shall be provided in writing to any person whose claim has been denied by the Administrative Committee, setting forth the specific reasons for such denial. b. Any person whose claim for benefits has been denied may, within 60 days after receipt of notice of denial, submit a written request for review of the decision denying the claim to the Committee. In such case, the Committee shall make a full and fair review of such decision within 60 days (or such longer period of time as is allowed by applicable regulations) after receipt of a request for review and notify the claimant in writing of the review decision, specifying the reasons for such decision. 6. Named Fiduciaries. BellSouth, the Committee and each Administrative Committee are each a named fiduciary, as that term is used in ERISA, with respect to their particular duties and responsibilities set forth in this Plan. Any person, any group of persons or any entity may serve in more than one fiduciary capacity with respect to this Plan (including service both as a trustee and as an administrator). BellSouth and the Committee may allocate any of their respective responsibilities for the operation and administration of this Plan consistent with this Plan's terms, including allocation of responsibilities to a Participating Company and the Participating Company's Administrative Committee. Named fiduciaries may delegate any of their responsibilities under this Plan by designating in writing other persons to carry out any such responsibilities (other than trustee responsibilities, the delegation of which may be limited by law) under this Plan, and may employ persons to advise them with regard to any such responsibilities. 7. Communications to the Committee; Service of Process. Communications to the Committee should be addressed to BellSouth Corporation, Secretary, Savings Plan Committee, at BellSouth Corporation's primary business address, or to such other person or address as set forth in the summary plan description for this Plan. The Secretary of the Committee is hereby designated as agent for service of legal process with respect to any claims arising under this Plan. 8. Applicable Law. This Plan shall be governed by the applicable laws of the state of Georgia to the extent not preempted by applicable Federal law. SECTION 24. TOP-HEAVY PROVISIONS. In the event that the Plan is a "Top-Heavy Plan" as defined in this Section 24 with respect to any Plan Year, the following provisions shall apply with respect to such Plan Year, notwithstanding any other plan provisions to the contrary: 1. Minimum Benefits. Matching Contributions under Section 4.2(a) allocated to the Account of each "Non-Key Employee" for each Plan Year in which the Plan is "Top-Heavy" shall equal the lesser of (1) 3% of the "Non-Key Employee's" compensation (within the meaning of Code section 415, including the addition of elective deferrals as prescribed in Section 6.2(a) hereof) for such Plan Year or (2) the largest percentage of compensation (within the meaning of Code section 415) provided through Before-Tax Contributions under Section 4.1(a) and Matching Contributions under Section 4.2(a) on behalf of any "Key Employee" for such Plan Year. For this purpose, a "Non-Key Employee" shall mean any Employee of a Participating Company who is not a "Key Employee" (as defined in Code section 416(i)), and who is an Eligible Employee on the last day of such Plan Year. The preceding paragraph shall not apply to any "Non-Key Employee" who is also covered by any other defined contribution plan or a defined benefit plan sponsored by a Participating Company during a Plan Year in which this Plan is "Top-Heavy" if such Employee is entitled for such Plan Year to a minimum contribution or minimum benefit accrual under such other defined contribution plan or defined benefit plan in accordance with Code section 416(c)(1). If a Non-Key Employee participates in both a defined benefit plan or plans and a defined contribution plan or plans maintained by BellSouth or any of its Affiliates, the minimum contribution or minimum benefit required under Code section 416 (c)(1) shall be provided in the first of the following plans in which the Non-Key Employee participates: a. BellSouth Personal Retirement Account Pension Plan; b. BellSouth Pension Plan; c. any other defined benefit plan maintained by an Affiliate; d. BellSouth Savings and Security Plan; e. BellSouth Employee Stock Ownership Plan; f. any other defined contribution plan maintained by an Affiliate. 2. Top-Heavy Determination. This Plan shall be deemed a "Top-Heavy Plan" only with respect to any Plan Year in which, as of the "Determination Date", the aggregate of the Accounts of "Key Employees" under the Plan exceeds 60% of the aggregate of the Accounts of all Participating Employees under the Plan. For purposes of this Section 24, the term "Determination Date" shall mean, with respect to any Plan Year, the last day of the preceding Plan Year. In determining whether or not this Plan is a "Top-Heavy Plan" with respect to any Plan Year, the term "Key Employee" shall have the meaning assigned to such term under Code section 416(i). For purposes of determining the amount of the Account of any Participating Employee, such amount shall be increased by the aggregate distributions (if any) made with respect to such Participating Employee under this Plan during the five-year period ending on the "Determination Date." 3. Aggregation. Each plan of a Participating Company required to be included in an "Aggregation Group" shall be treated as a "Top-Heavy Plan" if such group is a "Top-Heavy Group." For purposes of this Section 24.4, "Aggregation Group" shall mean: (1) each plan which qualifies under Code section 401(a)(4) (including plans that have terminated within the five-year period ending on the Determination Date) of a Participating Company in which a "Key Employee" is a participant and (2) each other plan which qualifies under Code section 401(a) of a Participating Company which enables the plan or plans described in clause (1) to meet the requirements of Code sections 401(a)(4) or 410. Any plan of a Participating Company that is not required to be included in an "Aggregation Group" may be treated as part of such group if such group would continue to meet the requirements of Code sections 401(a)(4) or 410. For purposes of this Section 24.4, "Top-Heavy Group" means any "Aggregation Group" if the sum (as of the "Determination Date") of the present value of the cumulative accrued benefits (as determined under Code section 414 (g)) for "Key Employees" under all defined benefit plans included in such group and the aggregate of the accounts of "Key Employees" under all defined contribution plans included in such group exceeds 60% of a similar sum determined for all Employees. 4. Transfers. If a distribution made from this Plan is deemed an "Unrelated Transfer", such distribution shall be recognized pursuant to the final sentence of Section 24.4. If a distribution made from this Plan is deemed a "Related Transfer", such distribution shall not be recognized pursuant to the final sentence of Section 24.5 of this Section 24. For purposes of this Section 24, an "Unrelated Transfer" shall mean a plan-to-plan transfer that is both (1) initiated by the Employee and (2) made from a plan maintained by one employer to a plan maintained by another employer. A "Related Transfer" shall mean a plan-to-plan transfer that is either (a) not initiated by the Employee or (b) is made to a plan maintained by the same employer. For purposes of determining whether the employer is the same employer, all employers aggregated under Code section 414(b), (c) and/or (m) shall be treated as the same employer. SECTION 25. SPECIAL RULES APPLICABLE IN EVENT OF CERTAIN NATURAL DISASTERS. 1. In General. a. In the event that the President of the United States declares that an area in which Participating Employees reside warrants assistance by the Federal Government under the Disaster Relief Act of 1974, Pub. L. No. 93-288, as amended, the Committee shall have the authority to declare this Section 25 effective. Upon such declaration by the Committee, the special rules and procedures hereinafter described in this Section 25 shall apply with respect to each Participating Employee whose principal residence is located within an area covered by the President's declaration (hereinafter referred to as "Designated Participating Employees"). b. A Designated Participating Employee may request a withdrawal and/or a hardship withdrawal, as the case may be, in the manner established for this purpose from time to time and communicated to Designated Participating Employees. In order to facilitate payments to Designated Participating Employees, any such withdrawal shall be made based on the most recent valuation date for which processing has been completed on the date payment is to be made. Actual payment of amounts distributable to a Designated Participating Employee shall be made as soon as practicable. c. The special rules and procedures of this Section 25 shall remain in effect for such period of time as is specified by the Committee, which may be for any period the Committee deems appropriate not to exceed one hundred eighty (180) days. If the Committee, having declared this Section 25 effective, fails to specify the period of time for which it shall remain in effect, these special rules shall remain in effect for one hundred eighty (180) days from the date of such declaration. 2. Withdrawals Without Hardship. A Designated Participating Employee may make one (1) withdrawal in an amount equal to all or any portion of the vested Units credited to such person's Account (excluding for this purpose a Designated Participating Employee's ESOP Account); provided, that in the case of a Designated Participating Employee who has not attained age 59-1/2 and who is not disabled as of the date of such withdrawal, no withdrawal may be made with respect to Units in his Before-Tax Basic Account and Before-Tax Supplemental Account, except as otherwise provided in Section 9.3 and 25.3. 3. Hardship Withdrawals of Before-Tax Contributions. In the case of a Designated Participating Employee, the definition of "immediate and heavy financial" need shall include, in addition to the items specified in Section 9.3, damages to the Designated Participating Employee's principal residence (and the contents thereof) attributable to the disaster referred to in Section 25.1(a). IN WITNESS WHEREOF, this Amendment and Restatement has been executed by the duly authorized representative of the BellSouth Savings Plan Committee to be effective as of the Effective Date hereof. BELLSOUTH SAVINGS PLAN COMMITTEE /s/ Richard D. Sibbernsen ------------------------------------ By: Richard D. Sibbernsen, Chairman SCHEDULE A PARTICIPATING COMPANIES(1) APRIL 1, 2001
PARTICIPATING INVESTMENT IN BELLSOUTH COMPANY ESOP COMPANY SHARES FUND - ------------------------------------------------------------------------------------------------------------------- BELLSOUTH CORPORATION YES YES BELLSOUTH D.C., INC. YES YES BELLSOUTH CUSTOMER TECHNOLOGIES, INC. YES YES BELLSOUTH TELECOMMUNICATIONS, INC. YES YES BELLSOUTH COMMUNICATION SYSTEMS, LLC YES YES BELLSOUTH BUSINESS SYSTEMS, INC. YES YES BELLSOUTH TECHNOLOGY SERVICES, INC. YES YES BELLSOUTH INTERNATIONAL, INC. YES YES SUNLINK CORPORATION YES YES BELLSOUTH RESOURCES, INC. YES YES INTELLIGENT MEDIA VENTURES, LLC YES YES BELLSOUTH ADVERTISING & PUBLISHING CORPORATION YES YES STEVENS GRAPHICS, INC. YES YES L.M. BERRY AND COMPANY YES YES BELLSOUTH AFFILIATE SERVICES CORPORATION YES YES BELLSOUTH SELECT, INC. YES YES BELLSOUTH INTERNATIONAL WIRELESS SERVICES, INC. YES YES BELLSOUTH.net, INC. YES YES BELLSOUTH LONG DISTANCE, INC. YES YES BELLSOUTH ENTERTAINMENT, INC. YES YES BELLSOUTH PUBLIC COMMUNICATIONS, INC. YES YES BELLSOUTH BILLING, INC. YES YES BELLSOUTH INTERNATIONAL ACCESS, INC. YES YES BELLSOUTH INTELLECTUAL PROPERTY CORPORATION YES YES BELLSOUTH INTELLECTUAL PROPERTY MANAGEMENT CORPORATION YES YES BELLSOUTH INTELLECTUAL PROPERTY MARKETING CORPORATION YES YES BELLSOUTH SOLUTIONS GROUP, INC. YES YES INTELLEPROP, INC, YES YES BELLSOUTH CREDIT AND COLLECTIONS MANAGEMENT, INC. YES YES BELLSOUTH ACCOUNTS RECEIVABLE MANAGEMENT, INC. YES YES BELLSOUTH CARRIER PROFESSIONAL SERVICES, INC. YES YES BELLSOUTH WIRELESS DATA SERVICES LLC NO YES BELLSOUTH CELLULAR SERVICES LLC YES YES
SCHEDULE B MATCH PERCENTAGE EFFECTIVE APRIL 1, 2001 SECTION 5.1(A)(II)
LINE OF BUSINESS COMMUNICATIONS(1) A&P(2) WIRELESS(3) BSC(4) - --------------------------------------------------------------------------------------------------------------------------- (A) FIXED MATCH PERCENTAGE ON BASIC CONTRIBUTIONS FROM FIRST 2% OF ELIGIBLE COMPENSATION 100% 100% 100% 100% (B) VARIABLE MATCH PERCENTAGE ON BASIC CONTRIBUTIONS FROM NEXT 4% OF ELIGIBLE COMPENSATION (1) FINANCIAL PERFORMANCE PERCENTAGE 40% 65% 55% 40% (2) ADDITIONAL ESOP PERCENTAGE 8% 8% 8% 8% (3) DISCRETIONARY PERCENTAGE 29.50% 27% 37% 29.50% TOTAL VARIABLE PERCENTAGE(5) 77.50% 100% 100% 77.50% ===== === === ===== TOTAL EFFECTIVE MATCH RATE 85% 100% 100% 85% ===== === === =====
(1)INCLUDES AS OF APRIL 1, 2001: BELLSOUTH ACCOUNTS RECEIVABLE MANAGEMENT INC., BELLSOUTH BILLING, INC., BELLSOUTH BUSINESS SYSTEMS, INC., BELLSOUTH CARRIER PROFESSIONAL SERVICES, INC., BELLSOUTH COMMUNICATION SYSTEMS, LLC, BELLSOUTH CREDIT AND COLLECTIONS MANAGEMENT, INC., BELLSOUTH ENTERTAINMENT, INC., BELLSOUTH LONG DISTANCE, INC., BELLSOUTH PUBLIC COMMUNICATIONS, INC., BELLSOUTH SOLUTIONS GROUP, INC., BELLSOUTH TELECOMMUNICATIONS, BELLSOUTH.NET INC. (2)INCLUDES AS OF APRIL 1, 2001: BELLSOUTH ADVERTISING AND PUBLISHING CORPORATION, INTELLIGENT MEDIA VENTURES, LLC, L. M. BERRY AND COMPANY, STEVENS GRAPHICS, INC. (3)INCLUDES AS OF APRIL 1, 2001: BELLSOUTH CELLULAR SERVICES LLC, BELLSOUTH WIRELESS DATA SERVICES LLC (4)INCLUDES AS OF APRIL 1, 2001: BELLSOUTH AFFILIATE SERVICES CORPORATION, BELLSOUTH CORPORATION, BELLSOUTH CUSTOMER TECHNOLOGIES, INC., BELLSOUTH D.C., INC., BELLSOUTH INTELLECTUAL PROPERTY CORPORATION, BELLSOUTH INTELLECTUAL PROPERTY MANAGEMENT CORPORATION, BELLSOUTH INTELLECTUAL PROPERTY MARKETING CORPORATION, BELLSOUTH INTERNATIONAL ACCESS, INC., BELLSOUTH INTERNATIONAL WIRELESS SERVICES, INC., BELLSOUTH INTERNATIONAL, INC., BELLSOUTH RESOURCES, INC., BELLSOUTH SELECT, INC., BELLSOUTH TECHNOLOGY SERVICES, INC., INTELLEPROP, INC., SUNLINK CORPORATION (5)THIS PERCENTAGE SHALL NOT APPLY TO BELLSOUTH WIRELESS DATA SERVICES LLC. THE TOTAL VARIABLE PERCENTAGE FOR BELLSOUTH WIRELESS DATA SERVICES LLC IS 25%. SCHEDULE C SCHEDULE MATCH PERCENTAGE EFFECTIVE JANUARY 1, 1999 FOR CERTAIN EMPLOYEES For a Participating Employee in any of the following BellSouth Advertising and Publishing Company job classifications: (i) Directory Advertising Sales Representatives, (ii) Major Account Representatives, (iii) Premise Non-Ad Representatives, and (iv) e-Representatives, the match percentage of his Before-Tax Basic Contribution and After-Tax Basic Contribution made from the first 5 1/2% of the Participating Employee's Eligible Compensation from BellSouth Advertising and Publishing Corporation for a month, shall equal the sum of (A) the BellSouth Advertising and Publishing Corporation Financial Performance Percentage (based on the BAPCO Management Bonus Plan for the preceding calendar year) and (B) the Additional ESOP Percentage, all as computed as follows: (a) Financial Performance Percentage. The Financial Performance Percentage for the Participating Employees shall be the percentage determined below based upon the BAPCO Management Bonus Plan for the previous calendar year, all as determined by the Committee:
Financial Performance (as a percentage of Matching standard performance) Percentage ---------------------------------------------- less than 75% 45% 75% - 94% 50% 95% - 119% 55% 120% - 149% 60% 150% - 185% 65% more than 185% 70%
(b) Additional ESOP Percentage. The Additional ESOP Percentage shall be determined by the Committee, for so long as ESOP Dividends are deductible for federal income tax purposes under Code section 404(k), based upon increases in the per share average price of BellSouth Shares, if any, for the preceding calendar year, as follows:
Annual Shares Points Added Percentage to Matching Price Increase Percentage -------------- ---------- 2% or less 4% 3% 6% 4% 8% 5% 10% 6% 12% 7% 14% 8% or more 16%
The per share average price change for each calendar year shall be the average of the daily closing share price of BellSouth Shares traded on the New York Stock Exchange for each trading day of the year compared to such average of the daily closing share prices for the immediately preceding year. The average share price may be adjusted administratively by the Committee in its sole discretion to reflect changes in the capitalization of BellSouth, including without limitation stock dividends, stock splits, mergers, consolidation, reorganization, division and sales of assets. (c) The BellSouth Board of Directors, in its sole discretion, may provide for an increase in the percentages otherwise determined under Paragraph (a) and/or (b) above for BellSouth Advertising and Publishing Company if the Board of Directors deems it advisable in light of participation levels, the price of BellSouth Shares or other factors. The Committee shall reflect any changes made, to this Schedule C hereto. EX-10.W.1 5 g74113ex10-w_1.txt FIRST AMENDMENT TO RETIREMENT SAVINGS PLAN EXHIBIT 10w-1 FIRST AMENDMENT TO THE BELLSOUTH RETIREMENT SAVINGS PLAN THIS FIRST AMENDMENT to the BellSouth Retirement Savings Plan (the "Plan") is made as of this 18th day of December, 2001, by the BellSouth Savings Plan Committee (the "Committee"). W I T N E S S E T H: WHEREAS, BellSouth Corporation ("BellSouth") maintains the Plan for the benefit of its employees and employees of certain of its affiliates; WHEREAS, Section 19.1 of the Plan provides that the Plan may be amended at any time by action of the delegate of the Board of Directors of BellSouth Corporation; WHEREAS, the Board has delegated the authority to approve amendments to the Plan to the Executive Nominating and Compensation Committee, which in turn has delegated this authority to the Committee; and WHEREAS, Section 22.4 of the Plan provides that any amendment to this Plan automatically shall be effective as to each Participating Company without any further action by any Participating Company; and WHEREAS, the Committee desires to amend the Plan to permit catch-up contributions as provided for under Code section 414(v); WHEREAS, the Committee also desires to amend the Plan to provide that the contribution of BellSouth Wireless Data Services LLC and BellSouth Cellular Services LLC (hereafter the "Leasecos") to Cingular Wireless, LLC shall not constitute a termination of employment under the Plan and to effect a spin-off of the accounts attributable to the employees of the Leasecos; WHEREAS, the Committee also desires to amend the Plan to allow distributions to terminated employees who have previously been ineligible to receive a distribution due to the application of the "same desk rule;" and WHEREAS, the Committee also desires to amend the Plan to incorporate certain other changes in accordance with the Economic Growth and Tax Reconciliation Act of 2001; NOW, THEREFORE, the Plan is amended as follows: 1. Effective January 1, 2002, Section 2.1 of the Plan is amended by replacing the first sentence of the definition of "Compensation" with the following: "COMPENSATION" shall mean, with respect to a Participating Employee, the lesser of the amounts described in clauses (a) and (b), as follows: (a) the total of (1) all of the Participating Employee's wages, as defined in Code section 3401(a), that are reportable by BellSouth and the other Affiliates for federal income tax purposes on IRS Form W-2, plus (2) all before-tax, salary deferral or reduction contributions made to the Plan and other Code section 401(k) and section 125 plans of the Affiliates on behalf of the Participating Employee for such Plan Year (including any contributions made under Code section 402(e)(3), 402(h) or 403(b)), plus (3) for Plan Years beginning on or after January 1, 2001, any elective amounts which are not includible in the gross income of the Participating Employee by reason of Code section 132(f)(4); provided, on a plan year-by-plan year basis, the Committee may elect to use any other definition of "Compensation" that satisfies the nondiscrimination requirements of Code section 414(s); provided further, in a Plan Year in which a Participating Employee becomes an Eligible Employee, the total in clause (1) shall include such wages beginning with the pay period that begins with or immediately follows the first day of the month immediately following the date on which he becomes an Eligible Employee; and (b) for any Plan Year (or other applicable period) $200,000, as adjusted by the Secretary of the Treasury under Code section 401(a)(17) for cost-of-living increases. 2. Effective as of January 1, 2002, Section 2.1 of the Plan is amended by replacing the second sentence of "Eligible Compensation" with the following: "Notwithstanding anything contained herein to the contrary, (1) the Eligible Compensation which is taken into account under this Plan for any Plan Year shall not exceed $200,000, as adjusted for cost of living increases in accordance with Code section 401(a)(17); and (2) for purposes of allocating Profit Sharing Contributions, "Eligible Compensation" shall have the same meaning as is attributed to the term "Compensation" under this Section 2.1, or such other definition of "Eligible Compensation" that satisfies the nondiscrimination requirements of Code section 414(s). 3. Effective as of January 1, 2002, the multiple use test described in Treasury Regulation section 1.401(m)-2 and Section 6.6 of the Plan shall not apply for Plan Years beginning after December 31, 2001. -2- 4. Effective as of January 1, 2002, Section 6 of the Plan is amended by adding the following new Section 6.7 to the end thereof: 7. Catch-Up Contributions. If permitted in accordance with Plan Rules, a Participating Employee who will attain age 50 before the close of any Plan Year shall be eligible to make catch-up contributions for such Plan Year in accordance with, and subject to the limitations of, Code section 414(v) and the Plan Rules. Such catch-up contributions shall be considered to be Before-Tax Supplemental Contributions, subject to the provisions of this Section 6.7, and shall be credited to the Participating Employee's Before-Tax Supplemental Account. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan which (i) implement the required limitations (including correcting to comply with such limitations) of Code Sections 402(g) and 415 and (ii) calculate the Actual Deferral Percentage under the Plan (including correcting to the extent the ADP Limit is exceeded; provided, the Committee shall have the right to convert Before-Tax Contributions and Before-Tax Supplemental Contributions to catch-up contributions to the extent it deems necessary to keep such contributions from exceeding the ADP Limit and such conversion is permitted under Code Section 414(v)). The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of the making of such catch-up contributions. Notwithstanding anything herein to the contrary, no Matching Contributions shall be made, or matching Units of any kind granted, with respect to catch-up contributions. 5. Effective January 1, 2002, Section 9.8(b)(i) of the Plan is amended by adding the following to the end thereof: "Notwithstanding the preceding, effective January 1, 2002, "eligible rollover distribution" shall also include After-Tax Basic Contributions and After-Tax Supplemental Contributions; provided to the extent that such amounts are transferred to another qualified defined contribution plan trust such rollover must be effected in a direct rollover. -3- 6. Effective December 22, 2001, Section 9 of the Plan is amended by adding the following new Section 9.9 to the end thereof: 9. Spin-off to Cingular. Participating Employees who are employed by BellSouth Wireless Data Services LLC and BellSouth Cellular Services LLC shall not be separated from services for purposes of receiving a distribution under this Section 9 as a result of the contribution of such Participating Companies to Cingular Wireless, LLC; provided, such employees shall cease to be eligible to make contributions under this Plan as of such date. In addition, as determined in accordance with Plan Rules and the requirements of Code section 414(l), the account balances attributable to such BellSouth Wireless Data Services LLC and BellSouth Cellular Services LLC employees shall be spun-off from the Plan, effective as of February 4 (or such other time as determined in accordance with Plan Rules) and transferred in a trustee-to-trustee transfer to the defined contribution plan maintained by Cingular Wireless, LLC. 7. Effective January 1, 2002, Section 9 of the Plan is amended by adding the following new Section 9.10 to the end thereof: 10. Severance from Employment. Effective January 1, 2002, the term "separation [or separates] from service" shall be replaced with the term "severance [or severs] from employment" everywhere that such term(s) appeared in the Plan. Such change shall apply for distributions occurring on or after January 1, 2002 and shall apply regardless of when the severance from employment occurs. 8. Effective January 1, 2002, Section 24.2 of the Plan is amended by deleting the last sentence thereof and replacing it with the following: "For purposes of determining the amount of the Account of any Participating Employee, such amount shall be increased by the aggregate distributions (if any) made with respect to such Participating Employee under this Plan during the one-year period ending on the "Determination Date." In the case of a distribution made for a reason other than severance from employment, death or disability, this provision shall be applied by substituting "five-year period" for "one-year period." -4- 9. Any other provisions of the Plan not amended herein shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representative of the Committee as of the date first written above. BELLSOUTH SAVINGS PLAN COMMITTEE /s/ Richard D. Sibbernsen -------------------------------------------- By: Richard D. Sibbernsen, Chairman -5- EX-10.AA.5 6 g74113ex10-aa_5.txt AMENDMENT TO BELLSOUTH EMPLOYEE STOCK PLAN EXHIBIT 10aa-5 AMENDMENT TO THE BELLSOUTH STOCK INVESTMENT PLAN This Amendment is made to the BellSouth Employee Stock Investment Plan ("the Plan"), which was adopted effective April 1, 1996. Pursuant to Section 7.04 of the Plan, the BellSouth Savings Plan Committee hereby amends the Plan, effective January 1, 2001, as follows: Amend Section 7.04 of the Plan by replacing the termination date of the Plan "December 31, 2000" with the following: December 31, 2004 APPROVED this 18th day of December, 2001. BELLSOUTH SAVINGS PLAN COMMITTEE: /s/ Richard D. Sibbernsen - ------------------------------------ Richard D. Sibbernsen Vice President-Human Resources Chairman EX-10.HH.1 7 g74113ex10-hh_1.txt RETENTION AGREEMENT FOR RONALD M. DYKES EXHIBIT 10HH-1 AGREEMENT THIS AGREEMENT is made and entered into this 19th day of November, 2001, by and between BellSouth Corporation, a Georgia corporation ("Company"), and Ronald M. Dykes ("Executive"): REASONS FOR THIS AGREEMENT. Company has identified Executive as an individual with significant skills and experience critical to the business of Company. In view of the significant and growing demand for executive talent, the potential impact on Company's executives of the transformational changes occurring within our industry and company, and the need to ensure continuity of Company's senior executive team, Company desires to provide Executive through this Agreement with certain incentives to remain in Company's employment. This Agreement is also designed to impose certain reasonable restrictions on Executive's activities designed to protect Company's interests should Executive's employment terminate. Executive has been employed by Company and its Affiliated Companies since 1971 and, during his tenure, has served in a variety of senior capacities. Executive assumed his current position as Chief Financial Officer in 1995. Executive is responsible for all financial matters and investor relations for Company and all Affiliated Companies and reports to Company's Chairman. Executive acknowledges that Company and Affiliated Companies have disclosed or made available Confidential Information to Executive which could be used by Executive to Company's or Affiliated Companies' detriment. In addition, in connection with his employment, Executive has developed important relationships and contacts with employees valuable to Company and Affiliated Companies. Executive further acknowledges that the covenant not to compete and other restrictive covenants in this Agreement are fair and reasonable, that enforcement of the provisions of this Agreement will not cause him undue hardship, and that the provisions of this Agreement are reasonably necessary and commensurate with the need to protect Company and Affiliated Companies and their business interests and property from irreparable harm. Executive and Company have previously entered into an agreement dated October 26, 2000 (the "Prior Agreement"). Executive and Company now desire to replace the Prior Agreement with this Agreement (except to the extent expressly provided in Section 1 of this Agreement). AGREEMENT. In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Company agree as follows: 1. PRIOR AGREEMENT. Executive and Company agree and acknowledge that, upon execution of this Agreement, this Agreement supercedes the Prior Agreement in all respects, except for the terms of Section 1 of the Prior Agreement (regarding a grant to Executive of Restricted Shares, which Restated Shares Award is amended, however, in part in Section 3 of this Agreement). 2. TERMINATION BEFORE 2004. In the event Executive's employment is terminated on or before December 31, 2003, under circumstances described below in this Section 2, Company shall pay to Executive a termination allowance. The termination allowance shall be an amount equal to the sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on the date of Executive's termination of employment, plus (ii) two hundred percent (200%) of the standard award amount applicable to Executive under the BellSouth Short Term Incentive Award Plan ("STIAP") for the year in which his date of termination occurs, less all applicable withholdings, payable in a single lump sum payment. Payment of the termination allowance shall be made as soon as practicable following Executive's termination of employment under circumstances entitling him to such payment, and satisfaction of all conditions described in this Agreement on Executive's entitlement to such payment. For purposes of this Agreement, "Base Salary" shall refer to the gross annual base salary payable to Executive including (i) the amounts of any before-tax contributions made by Executive from such salary to the BellSouth Retirement Savings Plan, or any other tax-qualified cash or deferred arrangement sponsored by Company, and (ii) the amount of any other deferrals of such salary under any nonqualified deferred compensation plan(s) maintained by Company. Executive's employment shall be deemed to have been terminated under circumstances described in this Section 2 only if all of the following conditions are satisfied: (A) Executive's employment is terminated either (1) by Company, other than for Cause, or (2) by Executive for Good Reason; and (B) Executive executes a release satisfying the terms of Section 5(b) of this Agreement; and (C) Executive executes an agreement regarding competition with Company and Affiliated Companies satisfying the terms of Section 8(b) of this Agreement; and (D) Executive is not transferred to or reemployed by an Affiliated Company. 3. RESTRICTED SHARES AWARD. If Executive remains actively employed by Company or an Affiliated Company (or a successor to any such entity) through December 31, 2003, the Restricted Shares Award described in Section 1 of the Prior Agreement shall be 100% vested on December 31, 2003, notwithstanding the vesting scheduled described in the Restricted Shares Award Agreement (described in the Prior Agreement). -2- 4. SPECIAL RETIREMENT BENEFITS. If Executive retires between January 1, 2004 and June 30, 2004, on a date selected by Company, Executive shall be entitled to the special retirement benefits described in this Section 4. (a) SERP BENEFIT. Upon retirement as described above in this Section 4, Executive shall be entitled to benefits under SERP equal to the greater of: (i) an aggregate annual benefit based on (A) sixty percent (60%) of "Included Earnings" (as such term is defined in SERP), instead of the formula described in section 4.4(a)(i)(A) of SERP, and (B) no early retirement discount, instead of the otherwise applicable early retirement discount described in section 4.4(c) of SERP; and (ii) the benefits provided to Executive under SERP without regard to this Section 4(a). Except as otherwise provided in this Section 4(a), all other terms and conditions of SERP shall govern Executive's entitlement to benefits thereunder. In the event SERP shall be amended or restated or redesigned, benefits payable with respect to Executive under such amended, restated or redesigned plan shall include a benefit enhancement designed to approximate as nearly as reasonably possible the SERP benefit enhancement described in this Section 4(a). (b) RETIREMENT ALLOWANCE. Upon retirement as described above in this Section 4, and satisfaction of the conditions described in this Section 4(b), Company shall pay to Executive a retirement allowance. The retirement allowance shall be an amount equal to the sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on the date of Executive's retirement, plus (ii) one hundred percent (100%) of the standard award amount applicable to Executive under STIAP for the year in which his retirement occurs, less all applicable withholdings, payable in a single lump sum payment. Payment of the retirement allowance shall be made as soon as practicable following Executive's retirement under circumstances entitling him to such payment, and satisfaction of all conditions described in this Agreement on Executive's entitlement to such payment. Executive shall be entitled to the retirement allowance described in this Section 4(b) if all of the following conditions are satisfied: (A) Executive executes a release satisfying the terms of Section 5(b) of this Agreement; and (B) Executive executes an agreement regarding competition with Company and Affiliated Companies satisfying the terms of Section 8(b) of this Agreement; and -3- (C) Executive is not transferred to or reemployed by an Affiliated Company. 5. DISCHARGE AND WAIVER. (a) Executive fully releases and forever discharges Company and Affiliated Companies, and any employee, officer, director, representative, agent, successor or assign of Company and Affiliated Companies (both in their personal and official capacities), and all persons acting by, through and under or in concert with any of them, from any and all claims, demands, causes of action, remedies, obligations, costs and expenses of whatever nature, whether under the common law, state law, federal law (including but not limited to the Age Discrimination in Employment Act of 1967) or otherwise, through the date of this Agreement, including those arising from or in connection with the terms and conditions of employment with Company (and Affiliated Companies). This paragraph is not intended to and shall not affect benefits to which Executive may be entitled under any pension, savings, health, welfare, or other benefit plan in which Executive is a participant. (b) Furthermore, Company's obligations under this Agreement upon termination of Executive's employment, and Executive's entitlement to any such benefits, are expressly conditioned upon execution by Executive, upon termination of his employment, of a release agreement substantially in the form of the release agreement attached to this Agreement as Exhibit "A," which is incorporated herein by this reference. 6. COVENANT NOT TO SUE. Executive covenants and agrees not to make or file any claim, demand or cause of action or seek any remedy of whatever nature, whether under the common law, state law, federal law or otherwise, arising from or in connection with the matters discharged and waived in Section 5, above. Notwithstanding the foregoing, in the event Executive files a charge or lawsuit under the Age Discrimination in Employment Act of 1967 ("ADEA") and thereby challenges the validity of the release described in Section 5, such charge or lawsuit will not be considered a breach of this Section 6. 7. CONFIDENTIAL INFORMATION. Executive agrees to protect Confidential Information. Executive will not use, except in connection with work for Company or Affiliated Companies, threaten to use, disclose or threaten to disclose, give or threaten to give to others any Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean information, whether generated internally or externally, relating to Company's business or to Affiliated Companies' businesses which derives economic value, actual or potential, from not being generally known to other Persons and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality, including, but not limited to, studies and analyses, technical or nontechnical data, programs, patterns, compilations, devices, methods, models (including cost and/or pricing models and operating models), techniques, drawings, processes, employee compensation data, and financial data (including marketing information and strategies and personnel data). For purposes of this Agreement, Confidential Information does not include information which is not a trade secret three (3) years after termination of Executive's -4- employment with Company, but shall continue to include trade secrets as long as information remains a trade secret under applicable law. 8. LIMITATION ON COMPETITION. (a) In consideration of the payments and other rights and benefits that are being provided to Executive under this Agreement, while employed by Company or an Affiliated Company, and during the period of eighteen (18) months after the termination of such employment, Executive agrees not to provide services (as more fully described in the third paragraph of this Section 8) in competition with Company or any Affiliated Company to any person or entity which provides products or services identical to or substantially similar to products and services provided by Company or Affiliated Companies in the same business market(s), whether as an employee, consultant, independent contractor, advisor or director, within the Territory. For purposes of this Agreement, the term "Territory" shall mean the territory in which Executive provides services to Company and Affiliated Companies, consisting of those portions of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee, and those additional markets listed on Exhibit "B" attached hereto and incorporated herein by this reference, in which Company or Affiliated Companies are engaged in business as of the date of this Agreement. Executive agrees that because of the widespread nature of Company's business, breach of this Agreement by engaging in competitive activity anywhere in this broad Territory would irreparably injure Company or Affiliated Companies and that, therefore, a more limited geographic restriction is neither feasible nor appropriate. The services which Executive has provided to Company and Affiliated Companies, and which Executive shall be prohibited from providing in competition with Company or Affiliated Companies in accordance with the terms of this Agreement shall be financial management, planning, administration, strategic planning, and advisory services with respect to the communications services business, including without limitation all forms of wireline (including without limitation local exchange, exchange access and intraLATA toll) telecommunications services, systems and products, all forms of wireless (including without limitation cellular, personal communications service, and mobile data) communications services, systems and products, all forms of electronic commerce or communications including internet and other web based applications, data transmission and networking, entertainment services, systems and products, paging services, systems and products, and advertising and publishing, to the extent engaged in by Company and Affiliated Companies on the date of this Agreement. Executive represents to Company that Executive's education, training and experience are such that this covenant not to compete will not jeopardize or significantly interfere with Executive's ability to secure other gainful employment. (b) After Executive's termination of employment, Company's obligation to provide any of the benefits, entitlements or payments described in this Agreement or in the Restricted Shares Award Agreement are expressly conditioned upon execution by Executive of an -5- agreement, in form and substance reasonably acceptable to Company, and reflecting terms substantially identical to the terms of Section 8(a) of this Agreement updated, however, to reflect, as of the date of Executive's termination of employment, (i) the products and services provided by Company and Affiliated Companies, (ii) the territory in which such products and services are provided by Company and Affiliated Companies, and (iii) the nature of the services provided, and activities engaged in, by Executive, on behalf of Company and Affiliated Companies. Upon execution of such agreement, the provisions of Section 8(a) of this Agreement shall thereafter be void. (c) In the event that Executive either (i) fails or refuses to execute an agreement satisfying the terms of Section 8(b) of this Agreement following his termination of employment, or (ii) fails to comply with the terms of Section 8(a), the agreement described in Section 8(b), or Section 9 of this Agreement, then, in addition to all other rights and remedies available to Company and Affiliated Companies under this Agreement or at law or in equity: (A) all amounts otherwise payable by Company or an Affiliated Company to (or on behalf of) Executive pursuant to the terms of this Agreement for periods subsequent to the date of termination of employment, with regard to clause (i) above, or the date of such failure, with regard to clause (ii) above, as the case may be, shall be forfeited and Company and Affiliated Companies shall cease to be under any further obligation to Executive with respect to the compensation and benefits described in this Agreement; (B) Executive shall refund to Company promptly any and all amounts previously paid to or on behalf of Executive pursuant to the terms of this Agreement for periods subsequent to the occurrence of any event described in clause (ii) above of this Section 8(c); and (C) Executive shall promptly return to Company all shares of Company's common stock delivered to Executive pursuant to the Restricted Shares Award plus, if any of such shares shall have been previously disposed of, a cash amount equal to the proceeds from such disposition (or the fair market value of such shares on the date of such disposition, if disposed of for less than fair market value). 9. LIMITATION ON SOLICITATION OF COMPANY PERSONNEL. In consideration of the payments and other rights and benefits that are being provided to Executive under this Agreement, during the period of eighteen (18) months after his termination of employment, Executive will not, directly or indirectly, induce or solicit any employee or other personnel, director, advisor or independent contractor of Company or any Affiliated Company to sever his or its relationship with Company or the Affiliated Company, or recruit or attempt to recruit such parties to enter into a similar relationship with another business; provided, however, that this -6- restriction shall apply only to parties with whom Executive had material contact within eighteen (18) months prior to the termination of such employment. However, Executive may hire or otherwise engage on behalf of himself or on behalf of any company or entity any party who terminated his or its relationship with the Company or an Affiliated Company without any inducement or attempted inducement or solicitation by Executive. 10. INTERPRETATION; SEVERABILITY OF INVALID PROVISIONS. Executive acknowledges and agrees that the limitations described in this Agreement, including specifically the limitations upon his activities, are reasonable in scope, are necessary for the protection of Company's and Affiliated Companies' business, and form an essential part of the consideration for which this Agreement has been entered into. It is the intention of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under applicable laws and public policies. Nonetheless, the rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. The provisions of this Agreement do not in any way limit or abridge Company's or Affiliated Companies' rights under the laws of unfair competition, trade secret, copyright, patent, trademark or any other applicable law(s), all of which are in addition to and cumulative of Company's or Affiliated Companies' rights under this Agreement. Executive agrees that the existence of any claim by Executive against Company or any Affiliated Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement by Company or any Affiliated Company of any or all of such provisions or covenants. 11. RELIEF. The parties acknowledge that a breach or threatened breach by Executive of any of the terms of this Agreement would result in material and irreparable damage and injury to Company or Affiliated Companies, and that it would be difficult or impossible to establish the full monetary value of such damage. Therefore, Company and Affiliated Companies shall be entitled to injunctive relief in the event of Executive's breach or threatened breach of any of the terms contained in this Agreement. In the event of any breach of this Agreement by Executive, if Company or any Affiliated Company should employ attorneys or incur other expenses for the enforcement of any obligation or agreement of Executive contained herein, Executive agrees that, on demand and to the extent permitted by law, Executive shall reimburse Company or the Affiliated Company for its reasonable attorneys' fees and such other reasonable expenses so incurred. 12. ARBITRATION. Except for the right to seek injunctive relief in a court of competent jurisdiction for a breach or threatened breach of this Agreement as provided in Section 11, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (collectively, a "Claim") shall be settled by arbitration pursuant to the rules of the American Arbitration Association. Any such arbitration shall be conducted by one arbitrator, with experience in the matters covered by this Agreement, mutually acceptable to -7- the parties. If the parties are unable to agree on the arbitrator within thirty (30) days of one party giving the other party written notice of intent to arbitrate a Claim, the American Arbitration Association shall appoint an arbitrator with such qualifications to conduct such arbitration. The decision of the arbitrator in any such arbitration shall be conclusive and binding on the parties. Any such arbitration shall be conducted in Atlanta, Georgia. 13. AGREEMENT BINDING. This Agreement shall be binding upon and inure to the benefit of Company and Affiliated Companies, and their successors, assignees, and designees, and Executive and Executive's heirs, executors, administrators, personal representatives and assigns. 14. ENTIRE AGREEMENT; PREVIOUS AGREEMENT. This Agreement contains the entire agreement between the parties and no statements, promises or inducements made by any party hereto, or agent of either party, which are not contained in this Agreement shall be valid or binding; provided, however, that the matters dealt with herein supersede previous written agreements between the parties on the same subject matters only to the extent such previous provisions are inconsistent with this Agreement and other provisions in written agreements between the parties not inconsistent with this Agreement are not affected. This Agreement may not be enlarged, modified or altered except in writing signed by the parties. 15. NONWAIVER. The failure of Company or any Affiliated Companies to insist upon strict performance of the terms of this Agreement, or to exercise any option herein, shall not be construed as a waiver or a relinquishment for the future of such term or option, but rather the same shall continue in full force and effect. 16. NOTICES. All notices, requests, demands and other communications required or permitted by this Agreement or by any statute relating to this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first-class, certified mail, postage prepaid, addressed as follows: To Company: Charles R. Morgan Executive Vice President and General Counsel BellSouth Corporation 2002 Campanile 1155 Peachtree Street, N.E. Atlanta, GA 30309 -8- To Executive: Ronald M. Dykes 110 Green Fall Pointe Atlanta, GA 30350 (or such other address as shall be provided by Executive to Company from time to time) 17. POOLING OF INTERESTS ACCOUNTING TREATMENT. Notwithstanding anything to the contrary in this Agreement, if the application of any provision(s) of this Agreement would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by Company, this Agreement shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact, including if necessary the invalidation of such provisions (or the entire Agreement, as the case may be). If the pooling of interests accounting rules require modification or invalidation of one or more provisions of this Agreement as it applies to such transaction, the adverse impact on the Executive shall, to the extent reasonably possible, be proportionate to the adverse impact on other similarly situated employees of Company. The Board of Directors of Company shall, in its sole and absolute discretion, make all determinations necessary under this Section; provided, that determinations regarding the application of the pooling of interests accounting rules for these purposes shall be made by Company, with the concurrence of Company's independent auditors at the time such determination is to be made. 18. NONDUPLICATION. Notwithstanding any other provisions of this Agreement, if Executive becomes entitled to benefits under Article III of the CIC Agreement, the severance benefits described in Article III(a) of the CIC Agreement shall be in lieu of any termination allowance to which Executive is otherwise entitled under Section 2 of this Agreement or any retirement allowance to which Executive is otherwise entitled under Section 4(b) of this Agreement. Except as otherwise specifically provided in this Section 18, both this Agreement and the CIC Agreement shall continue in full force and effect, and Article X(e) of the CIC Agreement shall be interpreted consistently herewith. 19. NONDISCLOSURE. Executive shall not disclose the existence or terms of this Agreement to any third party (excluding Executive's spouse and children), except to receive advice of legal counsel, financial advisors or tax advisors (who shall also be required to maintain its confidentiality) or to comply with any statutory or common law duty; provided that these restrictions on disclosure shall not apply to the extent that the existence of this Agreement are disclosed by Company or any Affiliated Company as part of its periodic public filings and disclosures or otherwise. 20. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. -9- 21. GOVERNING LAW. This Agreement shall be construed under and governed by the laws of the State of Georgia. Executive has been advised to consult with an attorney, acknowledges having had ample opportunity to do so and fully understands the binding effect of this Agreement. In this regard, Executive acknowledges that a copy of this Agreement was provided to Executive for review and consideration for up to twenty-two (22) days. Further, Executive understands that this Agreement may be revoked by Executive within seven (7) days from the date of execution of this Agreement. 22. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meaning specified below: (A) "AFFILIATED COMPANIES" - shall mean Company and each entity in respect of which Company owns directly or indirectly (i) with respect to a corporation, stock that represents at least ten (10%) percent of the total combined voting power of all classes of stock in the corporation in connection with the election of directors of such corporation, or (ii) in the case of a joint venture, partnership, limited liability company or similar entity, and interest of at least ten (10%) percent in the capital or profits of such entity. (B) "BASE SALARY" - shall have the meaning ascribed to such term in Section 2 of this Agreement. (C) "CAUSE" - shall mean Executive's (i) engaging in an act (or acts) of willful dishonesty involving Company or Affiliated Companies or their business(es) that is demonstrably injurious to Company or Affiliated Companies; (ii) refusal or failure to follow reasonable instructions of Company's Chief Executive Officer or Board of Directors; or (iii) conviction of a crime classified as a felony. (D) "CIC AGREEMENT" - the Executive Severance Agreement entered into by and between Executive and Company on October 17, 1996, providing certain benefits in the event of a change in corporate control of Company, as amended from time to time. (E) "CONFIDENTIAL INFORMATION" - shall have the meaning ascribed to such term in Section 7 of this Agreement. (F) "GOOD REASON" - shall mean, without Executive's express written consent a reduction in Executive's Base Salary, or his compensation band, as in effect immediately prior to such reduction, or the failure to pay a bonus award to which Executive is otherwise entitled under any of the short term or long term incentive plans in which Executive participates (or any successor incentive compensation plans) at the time such awards are usually paid. (G) "PERSON" - shall mean any individual, corporation, bank, partnership, joint venture, association, joint stock company, trust, unincorporated organization, governmental or other legal or business entity. -10- (H) "RESTRICTED SHARES AWARD" AND "RESTRICTED SHARES AWARD AGREEMENT" - shall have the meanings ascribed to such terms in the Prior Agreement. (I) "SERP" - the BellSouth Corporation Supplemental Executive Retirement Plan, as amended from time to time. (J) "TERRITORY" - shall have the meaning ascribed to such term in Section 8 of this Agreement. IN WITNESS WHEREOF, Company has caused this Agreement to be executed by its duly authorized representative, and Executive has executed this Agreement, as of the date written above. EXECUTIVE: BELLSOUTH CORPORATION: /s/ Ronald M. Dykes - ----------------------------------- By: /s/ Richard D. Sibbernsen RONALD M. DYKES ----------------------------------- Title: Vice-President Human Resources -------------------------------- -11- EXHIBIT "A" RELEASE AGREEMENT For and in consideration of the mutual promises contained in the Transition Agreement entered into on the __ day of __________, 20___, between Ronald M. Dykes ("Executive") and BellSouth Corporation ("Company"), Executive does hereby, for himself, his heirs, executors, administrators, and assigns, release and forever discharge Company, its subsidiary, affiliated and associated companies, and any employee, officer, director, representative, agent, successor or assign of any such entity, and all persons acting by, through and under or in concert with any of them (both in their personal and official capacities), from any and all claims, demands, actions, causes of action, remedies, suits, obligations, damages, losses, costs and expenses, of whatever kind or nature, whether under common law, state law, federal law or otherwise, including without limitation the Age Discrimination in Employment Act of 1967, as amended, through the date of this Release Agreement, including without limitation those arising from or in connection with the terms and conditions of Executive's employment with Company and any subsidiary, affiliated and associated companies, or the termination of Executive's employment. This Release is not intended to affect benefits to which Executive may be entitled under any pension, savings, health, welfare or other benefit plan in which Executive is a participant. Executive covenants and agrees not to make or file any claim, demand or cause of action or seek any remedy of whatever nature, whether under common law, state law, federal law or otherwise arising from or in connection with the matters discharged and waived above. Notwithstanding the foregoing, in the event Executive files a charge or lawsuit under the Age Discrimination in Employment Act of 1967 ("ADEA") and thereby challenges the validity of the release described herein, such charge or lawsuit will not be considered a breach of this provision. Executive has been advised to consult with an attorney, acknowledges having had ample opportunity to do so, and fully understands the binding effect of this Release Agreement. Executive acknowledges that a copy of this Release Agreement was provided to him on __________, 2001, for review and consideration for up to twenty-two (22) days. Executive understands that this Release may be revoked by him within seven (7) days from the date of execution of this Release Agreement. Executive agrees that this Agreement shall be construed under and governed by the laws of the State of Georgia. Executive now states that the only consideration for his signing this Release Agreement is the mutual promises and payment of the sum described above; that no other promises or agreements of any kind or nature have been made to, or with, him by Company or its agents to cause him to sign this Release Agreement, and that Executive fully understands the meaning and intent of this instrument. WITNESS my hand and seal this ____ day of __________, 20___. ------------------------------------ RONALD M. DYKES A-1 EXHIBIT "B" BELLSOUTH International Argentina (CRM - Buenos Aires) - Compania de Radiocomunicaciones Moviles, S.A. Brazil (BCP - Sao Paulo; BSE - Northeast Region) - BCP S.A. & BSE S.A. (Region 10) Chile (BellSouth Chile and BellSouth Comunicaciones - Valparaiso and Santiago) - BellSouth Chile S.A. BellSouth Comunicaciones S.A. Denmark (Sonofon - Nationwide) - Dansk Mobiltelefon I/S Ecuador (Otecel - Nationwide) - Otecel S.A. Germany (E-Plus - Nationwide) - E-Plus Mobilfunk GmbH Guatemala - BellSouth Guatemala Limited S.C.A. India (Skycell - Madras Region) - Skycell Communications Limited Israel (Cellcom - Nationwide) - CellCom Israel Ltd. Nicaragua (Telefonia Celular - Managua and the Pacific Coast) - Telefonia Celular de Nicaragua, S.A. Panama (BSC - Nationwide) - BSC de Panama S.A. Peru (Tele 2000 - Lima) - BellSouth Peru, S.A. Uruguay (Abiatar - Coastal Corridor) - Abiatar S.A. Venezuela (Telcel - Nationwide) - Telcel Celular C.A. Mobile Systems CELLULAR MARKETS
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Alabama Anniston, AL Calhoun; Jefferson; St. Clair; Shelby; Walker; Colbert; Birmingham, AL Lauderdale; Etowah; Limestone; Madison; Marshall; Baldwin; Florence, AL Mobile; Tuscaloosa; Franklin; Marion; Winston; Morgan; Gadsden, AL Lawrence; Jackson; Lamar; Fayette; Pickens; Sumter; Greene; Huntsville, AL Hale; Cleburne; Talladega; Clay; Randolph; Washington; Mobile, AL Clarke; Monroe; Conecuh; and, Escambia. Tuscaloosa, AL AL 1(B1, B2 and B5) - Franklin AL 2(B1) - Jackson AL 3(B1) - Lamar AL 5(B1) - Cleburne AL 6 - Washington - ---------------------------------------------------------------------------------------------------------------------------------- California Los Angeles, CA Los Angeles; Orange; Riverside; and, San Bernardino - ---------------------------------------------------------------------------------------------------------------------------------- Florida Daytona Beach, FL Volusia; Baker; Clay; Duval; Nassau; St. Johns; Dada; Jacksonville, FL Broward; Brevard; Orange; Osceola; Seminole; Palm; Beach; Miami, FL Hendry; Glades; Okeechobee; Indiana River; Citrus; Sumter; Melbourne-Titusville-Palm Bay, FL Putnam; Flagler; and Monroe Orlando, FL - ----------------------------------------------------------------------------------------------------------------------------------
B-1
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- West Palm Beach-Boca Raton, FL. FL 1(B2) - Collier FL 2(B2 and B3) - Glades FL 4(B2) - Citrus FL 5(B1 and B3) - Putnam FL 11(B1) - Monroe - ---------------------------------------------------------------------------------------------------------------------------------- Georgia Athens, GA Clarke; Jackson; Madison; Oconee; Butts; Cherokee; Clayton; Atlanta, GA Cobb; DeKalb; Douglas; Fayette; Forsyth; Fulton; Gwinnett; Macon-Warner Robins, GA Henry; Newton; Palding; Rockdale; Walton; Bibb; Houston; GA 1 - Whitfield Jones; Peach; Twiggs; Whitfield; Murray; Gordon; Pickens; GA 2(B1, B2 and B3) - Dawson Gilmer; Fannin; Union; Towns; Dawson; Lumpkin; White; GA 3 - Chattooga Habersham; Hall; Banks; Franklin; Stephens; Rabun; Barrow; GA 4 (B1 and B3) - Jasper Chattooga; Floyd; Polk; Bartow; Jasper; Putnam; Morgan; GA 5 (B1) - Haralson Greene; Oglethorpe; Elbert; Hart; Haralson; Carroll; GA 6 (B4 and B5) - Spalding Spalding; Lamar; Pike; Monroe; Crawford; Hancock; Baldwin; GA 7- Hancock Wilkinson; Laurens; Washington; Johnson; Bleckley; Pulaski; GA 10 - Bleckley Dodge; Wilcox; Telfair; Ben Hill; Turner; Irwin; Coffee; Jeff Davis; Wheeler; and, Montgomery - ---------------------------------------------------------------------------------------------------------------------------------- Indiana Anderson, IN Madison; Monroe; Gibson; Lake; Porter; Henderson (KY); Posey; Bloomington, IN Vanderburgh; Warrick; Boone; Hamilton; Hancock; Hendricks; Gary, IN Johnson; Marion; Morgan; Shelby; Howard; Tipton; Tippecanoe; Evansville, IN Delaware; Clay; Sullivan; Vermillion; Vigo; Warren; Fountain; Indianapolis, IN Montgomery; Parke; Putnam; Benton; Owen; Greene; Knox; Kokomo, IN Daviess; Martin; Pike; Dubois; Perry; Spencer; Brown; Lafayette, IN Bartholomew; Lawrence; Jackson; Orange; Washington; Crawford; Muncie, IN Harrison; Decatur; Jennings; Ripley; Ohio; Switzerland; Terre Haute, IN Jefferson; and, Scott IN 5 - Warren IN 7 - Owen IN 8 - Brown IN 9 - Decatur - ---------------------------------------------------------------------------------------------------------------------------------- Kentucky Lexington-Fayette, KY Bourbon; Clark; Fayette; Jessamine; Scott; Woodford; Bullitt; Louisville, KY/IN Jefferson; Oldham; Clark (IN); Floyd (IN); Daviess; Fulton; Owensboro, KY/IN Hickman; Carlisle; Ballard; McCracken; Graves; Marshall; KY 1 - Fulton Calloway; Union; Webster; Hopkins; Crittenden; Livingston; KY 2 - Union Caldwell; Lyon; Trigg; Meade; Breckinridge; Hancock; Ohio; KY 3 - Meade Grayson; McLean; Muhlenberg; Butler; Edmondson; Todd; Logan KY 6(B2) - Madison Warren; Simpson; Allen; Madison; Garrard; Boyle; Casey; KY 7(B1 and B3) - Trimble Lincoln; Trimble; Henry; Franklin; Owen; Harrison; Shelby; KY 8 - Mason Mason; Lewis; Fleming; Bath; Montgomery; Rowan; Bracken; KY 9 - Elliott Robertson; Nicholas; Menifee; Elliott; Lawrence; Morgan; KY 10 - Powell Magoffin; Johnson; Martin; Floyd; Pike; Powell; Estill; KY 11 - Clay Wolfe; Lee; Jackson; Owsley; Breathhitt; Perry; Knott; Letcher; Clay; Leslie; Whitley; Knox; Bell; and, Harlan - ---------------------------------------------------------------------------------------------------------------------------------- Louisiana Baton Rouge, LA Parishes: Ascension; East Baron Rouge; Livingston; West Lafayette, LA Baton Rouge; Lafayette; St. Martin; Ouachita; Jefferson; Monroe, LA Orleans; St. Bernard; St. Tammany; Bossier; Caddo; Webster; New Orleans, LA Beauregard; Allen; Evangeline; Avoyelles; St. - ----------------------------------------------------------------------------------------------------------------------------------
B-2
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Shreveport, LA Landry; Acadia; Vermillion; Pointe Coupee; Iberville; Iberia; LA 5(B2) - Beauregard St. Mary; Assumption; West Feliciana; East Feliciana; St. LA 6(B1 and B2) - Iberville Helena; Tangipahoa; Washington; St. James; St. Charles; St. John LA 7 - West Feliciana the Baptist; and Plaquemines LA 8 - St. James LA 9 - Plaquemines - ---------------------------------------------------------------------------------------------------------------------------------- Mississippi Jackson, MS Hinds; Madison; Rankin; Tunica; Tate; Marshall; Benton; MS 1(B1) - Tunica Tippah; Alcorn; Tishomingo; Prentiss; Union; Pontotoc; Lee; MS 2 - Benton Itawamba; Carroll; Holmes; Yalobusha; Granada; Calhoun; MS 3 (B2) - Bolivar Chickasaw; Clay; Monroe; Warren; Montgomery; Attala; Leake; MS 4(B1 and B2) - Yalobusha Neshoba; Kemper; Scott; Newton; Lauderdale; Claiborne; MS 5 (B2) - Washington Copiah; Simpson; Lawrence; Jefferson Davis; Smith; Jasper; MS 6 (B1) - Montgomery and, Clarke MS 7 (B1 and B2) - Leake MS 8(B2) - Claiborne MS 9 (B1) - Copiah MS 10 (B2) - Smith - ---------------------------------------------------------------------------------------------------------------------------------- Pennsylvania Pittsburgh, PA Allegheny; Beaver; Washington; and, Westmoreland - ---------------------------------------------------------------------------------------------------------------------------------- South Carolina Columbia, SC Lexington; Richland; and, Florence Florence, SC - ---------------------------------------------------------------------------------------------------------------------------------- Tennessee Chattanooga, TN/GA Hamilton; Marion; Sequatchie; Catoosa (GA); Dade (GA); Walker Clarksville-Hopkinsville, TN/KY (GA); Christian (KY); Montgomery; Shelby; Tipton; Crittenden Memphis, TN/AR/MS (AR); De Soto (MS); Cheatham; Davidson; Dickson; Robertson; Nashville-Davidson, TN Rutherford; Sumner; Williamson; Wilson; Lauderdale; Crockett; TN 1(B1 and B4) - Lake Gibson; Carroll; Benton; Stewart; Houston; Humphreys; TN 5(B1, B2 and B3) - Fayette Fayette; Haywood; Madison; Hardeman; Chester; Henderson; TN 6 - Giles McNairy; Hardin; Decatur; Perry; Wayne; Hickman; Lewis; TN 7(B1 and B2) - Bledsoe Lawrence; Giles; Marshall; Lincoln; Moore; Bedford; Franklin; TN 9 - Maury Rhea; Meigs; Bradley; and, Maury - ---------------------------------------------------------------------------------------------------------------------------------- Texas Bryan-College Station, TX Brazos; Galveston; Brazona; Fort Bend; Harris; Liberty; Galveston-Texas City, TX Montgomery; Waller; Newton; Jasper; Tyler; Polk; San Houston, TX Jancinto; Walker; Grimes; Madison; Houston; and, Trinity TX 17 - Newton - ----------------------------------------------------------------------------------------------------------------------------------
PCS MARKETS
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - BTAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Alabama Dothan-Enterprise, AL Coffee; Dale; Geneva; Henry; Houston; Cherokee; DeKalb; Gadsden, AL Etowah; Autauga; Bullock; Butler; Covington; Crenshaw; Montgomery, AL Elmore; Lowndes; Macon; Montgomery; Pike; Chambers; Lee; Opelika-Auburn, AL Dallas; Perry; and, Wilcox Selma, AL - ---------------------------------------------------------------------------------------------------------------------------------- Florida Ft. Myers, FL Charlotte; Glades; Hendry; Lee; Indian River; Martin; St. Ft. Pierce-Vero Beach-Stuart, FL Lucie; Okalossa; Walton; Alachua; Bradford; Dixie; Ft. Walton Beach, FL Gilchrist; Levy; Union; Allen; Beauregard; Calcasieu; Gainesville, FL Cameron; Jefferson Davis; Polk; Collier; Marion; Bay; - ----------------------------------------------------------------------------------------------------------------------------------
B-3
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - BTAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Lake Charles, FL Gulf; Holmes; Washington; Escambia; Santa Rosa; DeSoto; Lakeland-Winter Haven, FL Manatee; Sarasota; Calhoun; Franklin; Gadsden; Jackson; Naples, FL Jefferson; Leon; Liberty; Madison;; Taylor; Wakulla; Ocala, FL Grady; Thomas; Citrus; Hardee; Hernando; Highlands; Pasco; Panama City, FL Pinellas; and, Hillsborough Pensacola, FL Sarasota-Bradenton, FL Tallahassee, FL Tampa-St. Petersburg-Clearwater, FL - ---------------------------------------------------------------------------------------------------------------------------------- Georgia Albany-Tifton, GA Jeff Baker; Calhoun; Clay; Colquitt; Decatur; Dougherty; Augusta, GA Early; Irwin; Lee; Miller; Mitchell; Randolph; Seminole; Brunswick, GA Terrell; Tift; Turner; Worth; Burke; Columbia; Glascock; Columbus, GA Jefferson; Jenkins; Lincoln; McDuffie; Richmond; LaGrange, GA Taliaferro; Warren; Wilkes; Aiken; Allendale; Barnwell; Savannah, GA Edgefield; Glynn; McIntosh; Barbour; Russell; Valdosta, GA Chattahoochee; Harris; Marion; Muscogee; Quitman; Schley; Waycross, GA Stewart; Sumter; Talbot; Webster; Heard; Troup; Appling; Bryan; Bulloch; Candler; Chatham; Effingham; Emanuel; Evans; Jeff Davis; Liberty; Long; Montgomery; Screven; Tattnall; Toombs; Wayne; Beaufort; Hampton; Jasper; Atkinson; Berrien; Brooks; Clinch; Cook; Echols; Lanier; Lowndes; Bacon; Brantley; Coffee; Pierce; and, Ware. - ---------------------------------------------------------------------------------------------------------------------------------- Kentucky Middlesboro-Harlan, KY Bell; Harlan; Letcher; and, Claiborne - ---------------------------------------------------------------------------------------------------------------------------------- Louisiana Alexandria, LA Avoyelles; Grant; La Salle; Rapides; Vernon; Winn; Houma-Thibodaux, LA Assumption; Lafourche; St. Mary; Terrebonne; Ashley; Monroe, LA Caldwell; Catahoula; East Carroll; Franklin; Madison; Shreveport, LA Morehouse; Ouachita; Richland; Tensas; Union; West Carroll; Bienville; Bossier; Caddo; Claiborne; De Soto; Jackson; Lincoln; Natchitoches; Red River; Sabine; Webster; and, Shelby - ---------------------------------------------------------------------------------------------------------------------------------- Mississippi Biloxi-Gulfport-Pascagoula, MS George; Hancock; Harrison; Jackson; Stone; Lamar; Choctaw; Columbus-Starkville, MS Clay; Lowndes; Noxubee; Oktibbeha; Webster; Chicot; Greenville-Greenwood, MS Bolivar; Carroll; Issaquena; Leflore; Sharkey; Sunflower; Hattiesburg, MS Washington; Covington; Forrest; Greene; Marion; Perry; McComb-Brookhaven, MS Amite; Lawrence; Lincoln; Pike; Walthall; Concordia; Natchez, MS Adams; Franklin; and, Jefferson - ---------------------------------------------------------------------------------------------------------------------------------- North Carolina Ashville-Hendersonville, NC Avery; Buncombe; Cherokee; Clay; Graham; Haywood; Burlington, NC Henderson; Jackson; McDowell; Macon; Madison; Mitchell; Charlotte-Gastonia, NC Swain; Transylvania; Yancey; Alamance; Anson; Cabarrus; Fayetteville-Lumberton, NC Cleveland; Gaston; Iredell; Lincoln; Mecklenburg; Goldsboro-Kinston, NC Richmond; Rowan; Rutherford; Stanley; Union; Chester; Greensboro-Winston-Salem-Highpoint, Chesterfield; Lancaster; Marlboro; York; Bladen; NC Cumberland; Hoke; Moore; Robeson; Sampson; Scotland; Hickory-Lenoir-Morganton, NC Duplin; Greene; Lenoir; Wayne; Alleghany; Ashe; Davidson; Jacksonville, NC Davie; Forsyth; Guilford; Montgomery; Randolph; New Bern, NC Rockingham; Stokes; Surry; Watauga; Wilkes; Yadkin; Raleigh-Durham, NC Alexander; Burke; Caldwell; Catawba; Onslow; Carteret; Roanoke Rapids, NC Craven; Jones; Bern; Pamlico; Chatam; Durham; - ----------------------------------------------------------------------------------------------------------------------------------
B-4
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - BTAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Rocky Mount-Wilson, NC Franklin; Granville; Harnett; Johnston; Lee; Orange; Wilmington, NC Person; Vance; Wake; Warren; Halifax; Northampton; Edgecombe; Nash; Wilson; Brunswick; Columbus; New Hanover; and, Pender - ---------------------------------------------------------------------------------------------------------------------------------- South Carolina Anderson, SC Henry; Madison; Berkeley; Charleston; Colleton; Charleston, SC Dorchester; Georgetown; Williamsburg; Fairfield; Kershaw; Columbia, SC Lexington; Newberry; Richland; Saluda; Darlington; Dillon; Florence, SC Florence; Marion; Polk; Cherokee; Greenville; Laurens; Greenville-Spartanburg, SC Pickens; Spartanburg; Union; Greenwood; McCormick; Horry; Greenwood, SC Bamberg; Calhoun; Orangeburg; Clarendon; Lee; and, Sumter; Myrtle Beach, SC Orangeburg, SC Sumter, SC - ---------------------------------------------------------------------------------------------------------------------------------- Tennessee Dyersburg-Union City, TN Fulton; Dyer; Lake; Obion; Weakley Carter; Greene; Kingsport, TN-Johnson City, TN-Bristol, Hawkins; Johnson; Sullivan; Unicoi; Washington; Dickenson; VA/TN Lee; Russell; Scott; Smyth; Wise; Bristol; Norton; Knoxville, TN Anderson; Blount; Campbell; Cocke; Cumberland; Grainger; Hamblen; Hancock; Jefferson; Knox; Loudon; McMinn; Monroe; Morgan; Roane; Scott; Sevier; and, Union - ----------------------------------------------------------------------------------------------------------------------------------
SBC Mobile Systems
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Arkansas AR1, AR2, AR3, AR4, AR5, AR6, Calhoun; Ouachita; Union; Madison; Benton; Washington; AR7, AR8, AR10, AR12 Franklin; Logan; Scott; Crawford; Sebastian; Boone; Fayetteville, Ft. Smith, Little Rock, Carroll; Newton; Marion; Searcy; Garland; Hot Spring; Pine Bluff Lawrence; Randolph; Craighead; Greene; Poinsett; Clark; Dallas; Grant; Baxter; Izard; Stone; Independence; Jackson; Sharp; Arkansas; Monroe; Cleburne; Prairie; White; Woodruff; Conway; Perry; Van Buren; Faulkner; Lonoke; Pulaski; Saline; Bradley; Cleveland; Desha; Drew; Lincoln; Jefferson; Pope; Yell; Johnson; Chicot; Mississippi; Cross; Lee; Phillips; Fulton; St. Francis Clay; and Ashley - ---------------------------------------------------------------------------------------------------------------------------------- Arizona AZ1 Mohave - ---------------------------------------------------------------------------------------------------------------------------------- California CA1, CA2, CA3, CA4, CA5, CA6, CA7, CA8, Glenn; Butte; Del Norte; Humboldt; Madera; Kern; Imperial; CA9, CA10, CA11, CA12 Fresno; Mariposa; Merced; Tuolumne; Stanislaus; Monterey; Bakersfield, Chico, Fresno, Los Angeles, San Luis Obispo; Siskiyou; Trinity; Tehama; Shasta; Modesto, Oxnard, Salinas, Redding, Alpine; Mono; Nevada; Sierra; El Dorado; Lassen; Plumas; Sacramento, Amador; Colusa; Placer; Sacramento; Yolo; San Benito; San Diego, San Francisco, Lake; Mendocino; Alameda; Contra Costa; Marin; San San Jose, Santa Barbara, Francisco; San Mateo; Santa Clara; Santa; Cruz; Sonoma; Santa Cruz, Santa Rosa, Vallejo, Napa; Solano; Calaveras; San Joaquin; Kings; Tulare; Stockton, Visalia, Yuba City Sutter; Yuba; Inyo; Los Angeles; Orange; Riverside; San Bernardino; Ventura; Santa Barbara; and San Diego - ----------------------------------------------------------------------------------------------------------------------------------
B-5
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Connecticut CT1, CT2 Hartford; Middlesex; Tolland; Litchfield; New Haven; Bridgeport, Hartford, New Haven, New Windham; New London; and Fairfield London - ---------------------------------------------------------------------------------------------------------------------------------- District of Columbia Washington District of Columbia - ---------------------------------------------------------------------------------------------------------------------------------- Delaware DE1 Kent, Sussex, New Castle Wilmington - ---------------------------------------------------------------------------------------------------------------------------------- Hawaii HI1 Kauai - ---------------------------------------------------------------------------------------------------------------------------------- Illinois IL2, IL4, IL5, IL6, IL7, IL9 McLean; Livingston; De Witt; Logan; Champaign; Ford; Pike; Bloomington, Champaign, Aurora, Chicago, Kendall; Cook; DuPage; Kane; Lake; McKenry; Will; Grundy; Joliet, Decatur, Kankakee, Springfield, Macon; Moultrie; Effingham; Fayette; Shelby; Cass; Greene; St. Louis Morgan; Scott; Iroquois; Kankakee; Bureau; La Salle; Putnam; Marshall; Stark; Mason; Christian; Montgomery; Menard; Sangamon; Clark; Crawford; Edgar; Lawrence; Marion; Adams; Brown; Piatt; Calhoun; Macoupin; Bond; Clinton; Madison; Monroe; and St. Clair - ---------------------------------------------------------------------------------------------------------------------------------- Indiana IN1, IN3, IN4, IN5, IN6, IN7, IN8, IN9 Lake; Porter; Madison; Henry; Monroe; Greene; Owen; Gary, Anderson, Bloomington, Lawrence; Orange; Bartholomew; Brown; Jackson; Jennings; Indianapolis, Kokomo, Lafayette, Putnam; Rush; Decatur; Boone; Hamilton; Hancock; Muncie, Terre Haute, Cincinnati Hendricks; Johnson; Marion; Morgan; Shelby; Pulaski; Cass; Miami; Howard; Tipton; White; Carroll; Clinton; Benton; Montgomery; Tippecanoe; Grant; Wabash; Blackford; Jay; Randolph; Delaware; Fayette; Union; Wayne; Parke; Clay; Sullivan; Vermillion;Vigo; Daviess; Knox; Martin; and Dearborn - ---------------------------------------------------------------------------------------------------------------------------------- Kansas KS5, KS10, KS15 Cherokee; Johnson; Wyandotte; Atchison; Leavenworth; Kansas City, Lawrence, Topeka, Wichita Douglas; Allen; Crawford; Doniphan; Jefferson; Osage; Shawnee; Chautauqua; Montgomery; Wilson; Butler; and Sedgwick - ---------------------------------------------------------------------------------------------------------------------------------- Kentucky KY7 Boone; Campbell; Kenton; Gallatin; Grant; and Pendleton Cincinnati - ---------------------------------------------------------------------------------------------------------------------------------- Louisiana LA6, LA7, LA8, LA9 Ascension; E. Baton Rouge; Livingston; W. Baton Rouge; Baton Rouge, Houma, New Orleans Iberville; St. Helena; Tangipahoa; Lafourche; Terebonne; Assumption; St. Mary; Iberia; St. Charles; St. James; St. John-Baptist; Plaqemines; Jefferson; Orleans; St. Bernard; and St. Tammany - ---------------------------------------------------------------------------------------------------------------------------------- Maryland MD2 Anne Arundel; Baltimore City; Baltimore County; Carroll; Baltimore, Washington, Wilmington Hartford; Howard; Charles; Montgomery; Prince George's; Caroline; and Cecil - ---------------------------------------------------------------------------------------------------------------------------------- Massachusetts MA1, MA2 Essex; Middlesex; Norfolk; Plymouth; Suffolk; Barnstable; Boston, Pittsfield, New Bedford, Dukes; Nantucket; Berkshire; Bristol; Franklin; Hampden; Springfield, Worcester Hampshire; and Worcester - ---------------------------------------------------------------------------------------------------------------------------------- Michigan MI5 Lapeer; Livingston; Macomb; Oakland; St. Clair; Washtenaw; Detroit, Flint Wayne; Genesee; Shiawassee; Lake; Mason; Benzie; Lee Lanau; Manistee; Missaukee; Osceola; and Wexford - ----------------------------------------------------------------------------------------------------------------------------------
B-6
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Missouri MO7, MO8, MO9, MO10, MO11, MO12, MO13, Jasper; Newton; Barton; McDonald; Cass; Clay; Jackson; MO14, MO15, MO16, MO18, MO19 Platte; Ray; Johnson; Lafayette; Saline; Bates; Henry; Joplin, Kansas City, St. Joseph, Vernon; Benton; Morgan; Cooper; Pettis; Andrew; Buchanan; Columbia, Springfield, St. Louis Pemiscot; Bollinger; Cape Girardeau; Perry; Mississippi; New Madrid; Scott; Boone; Howard; Montgomery; Cole; Miller; Moniteau; Osage; Callaway; Wayne; Butler; Dunklin; Stoddard; Dent; Maries; Phelps; Pulaski; Camden; Dallas; Hickory; Polk; Barry; Dade; Lawrence; Douglas; Stone; Taney; Laclede; Texas; Webster; Wright; Christian; Greene; Gasconade; Crawford; St. Francois; Ste. Genevieve; Washington; Madison; Lincoln; Warren; Franklin; Jefferson; St. Charles; and St. Louis - ---------------------------------------------------------------------------------------------------------------------------------- Nevada NV1, NV2, NV3, NV4, NV5 Clark; Esmeralda; Nye; Lincoln; Churchill; Humboldt; Las Vegas, Reno Pershing; Elko; Eureka; Lander; Carson City; Douglas; Lyon; Storey; Mineral; and Washoe - ---------------------------------------------------------------------------------------------------------------------------------- New Hampshire Boston Rockingham - ---------------------------------------------------------------------------------------------------------------------------------- New Jersey NJ2 Warren; Monmouth; Middlesex; Ocean; Atlantic; Cape May; Allentown, Long Branch, New Brunswick, Burlington; Camden; Goucester; Mercer; Cumberland; and Atlantic City, Philadelphia, Trenton, Salem Vineland, Wilmington - ---------------------------------------------------------------------------------------------------------------------------------- New York NY1, NY4 Erie; Niagara; Seneca; Yates; Livingston; Monroe; Ontario; Buffalo, Rochester, Albany, Glen Falls, Orleans; Wayne; Albany; Montgomery; Rensselaer; Saratoga; Syracuse, Utica Schenactady; Chenango; Schuyler; Warren; Washington; Tompkins; Cayuga; Cortland; Madison; Oneida; Oswego; Herkimer; Onondaga; Jefferson; Lewis; and St. Lawrence - ---------------------------------------------------------------------------------------------------------------------------------- Ohio OH2, OH3, OH4, OH5, OH6, OH7, OH8, OH10, Clermont; Hamilton; Warren; Butler; Adams; Brown; Clinton; OH11 Highland; Greene; Miami; Montgomery; Preble; Darke; Logan; Cincinnati, Hamilton, Dayton, Mercer; Shelby; Champaign; Clark; Ashtabula; Carroll; Springfield, Canton, Akron, Cleveland, Stark; Coshocton; Tuscarawas; Portage; Summit; Cuyahoga; Lorain, Mansfield, Youngstown, Columbus Geauga; Lake; Medina; Lorain; Holmes; Wayne; Richland; Crawford; Ashland; Columbiana; Erie; Huron; Mahoning; Trumbull; Defiance; Fairfield; Franklin; Madison; Pickaway; Hocking; Union; Fayette; Perry; and Muskingum - ---------------------------------------------------------------------------------------------------------------------------------- Oklahoma OK3, OK4, OK6, OK9, OK10 Ottawa; Le Flore; Sequoyah; Bryan; Atoka; Coal; Pontotoc; Ft. Smith, Oklahoma City, Tulsa Carter; Johnston; Love; Marshall; Murray; Latimer; Pittsburg; Lincoln; Logan; Garvin; Canadian; Cleveland; McClain; Oklahoma; Kay; Noble; Payne; Washington; Nowata; Haskell; Adair; Cherokee; McIntosh; Muskogee; Pawnee; Craig; Delaware; Hughes; Okmulgee; Creek; Mayes; Osage; Rogers; Tulsa; and Wagoner - ---------------------------------------------------------------------------------------------------------------------------------- Pennsylvania PA1, PA3, PA4, PA8, PA11, PA12 Erie; Crawford; Mercer; Carbon; Lehigh; Northampton; Erie, Sharon, Allentown, Harrisburg, Cumberland; Dauphin; Perry; Juniata; Mifflin; Lebanon; Lancaster, Philadelphia, Reading, State Lancaster; Bucks; Chester; Delaware; Montgomery; College, Williamsport, York Philadelphia; Schuylkill; Berks; Centre; Montour; Northumberland; Snyder; Union; Clinton; Sullivan; Lycoming; Adams; and York - ----------------------------------------------------------------------------------------------------------------------------------
B-7
- ---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES - ---------------------------------------------------------------------------------------------------------------------------------- Rhode Island RI1 Bristol; Kent; Providence; Washington; and Newport Providence - ---------------------------------------------------------------------------------------------------------------------------------- Texas TX6, TX7, TX9, TX10, TX11, TX15, TX18, Callahan; Jones; Taylor; Eastland; Potter; Randall; TX19, TX20 Collin; Dallas; DeWitt; Ellis; Hood; Johnson; Kaufman; Abilene, Amarillo, Dallas, Killeen, Parker; Rockwall; Tarrant; Wise; Henderson; Navarro; Van Lubbock, Longview-Marsh, Midland, Zandt; Cooke; Palo Pinto; Hopkins; Hunt; Erath; Somervell; Odessa, Sherman, Tyler, Waco, Laredo, Bell; Coryell; Milam; Lampassa; Lubbock; Gregg; Harrison; McAllen, San Antonio, Brownsville, Panola; Rusk; Camp; Marion; Morris; Upshur; Midland; Corpus Christi Ector; Delta; Edwards; Grayson; Fannin; Cass; Anderson; Cherokee; Wood; Smith; Falls; Limestone; Bosque; Hill; McLennan; Jack; Montague; Bee; Refugio; Dimmit; Kinney; Maverick; Val Verde; Zavala; Webb; La Salle; Jim Hogg; Zapata; Hidalgo; Starr; Bexar; Comal; Guadalupe; Bandera; Freestone; Medina; Real; Uvalde; Atascosa; McMullen; Karnes; Wilson; Cameron Willacy; Nueces; San Patricio; Brooks; Duval; Jim Wells; Kenedy; Kleberg; Live Oak; and Aransas - ---------------------------------------------------------------------------------------------------------------------------------- Virginia VA10, VA11, VA12 Page; Madison; Orange; Fredericksburg City; Spotsylvania; Washington King George; Westmoreland; Caroline; Arlington; Clarke; Fauquier; Frederick; Rappanhannock; Winchester City; Culpeper; Stafford; Alexandria City; Fairfax; Loudoun; Manassas City; Manassas Park City; Prince William; Fairfax City; Falls Church City; Shenandoah; Warren; Accomoack; Mathews; Northampton; Louisa; Essex; King and Queen; King William; Lancaster; Middlesex; Northumberland; and Richmond - ---------------------------------------------------------------------------------------------------------------------------------- West Virginia WV4 Grant; Hampshire; Berkeley; Morgan; Hardy; Pendleton; and Jefferson - ---------------------------------------------------------------------------------------------------------------------------------- Wisconsin WI9 Kenosha; Fond du Lac; Rock; Walworth; Dane; Columbia; Kenosha, Janesville, Madison, Milwaukee, Milwaukee; Ozaukee; Washington; Waukesha; Racine; Dodge; Racine, Sheboygan Jefferson; and Sheboygan - ----------------------------------------------------------------------------------------------------------------------------------
B-8 EX-11 8 g74113ex11.txt COMPUTATION OF EARNINGS PER SHARE EXHIBIT 11 BELLSOUTH CORPORATION COMPUTATION OF EARNINGS PER SHARE
For the years ended December 31, -------------------------------------------- 1999 2000 2001 -------- -------- -------- Earnings Per Share - Basic: Income Before Extraordinary Losses $ 3,448 $ 4,220 $ 2,570 Extraordinary Loss on Early Extinguishment of Debt, net of tax -- -- -- -------- -------- -------- Net Income $ 3,448 $ 4,220 $ 2,570 ======== ======== ======== Weighted average shares outstanding 1,898 1,876 1,875 ======== ======== ======== Earnings Per Common Share Before Extraordinary Losses $ 1.82 $ 2.25 $ 1.37 Extraordinary Loss on Early Extinguishment of Debt, net of tax -- -- -- -------- -------- -------- Earnings Per Share $ 1.82 $ 2.25 $ 1.37 ======== ======== ========
EXHIBIT 11 BELLSOUTH CORPORATION COMPUTATION OF EARNINGS PER SHARE (CONTINUED)
For the years ended December 31, -------------------------------------------- 1999 2000 2001 -------- -------- -------- Earnings Per Share - Diluted: Income Before Extraordinary Losses $ 3,448 $ 4,220 $ 2,570 Extraordinary Loss on Early Extinguishment of Debt, net of tax -- -- -- -------- -------- -------- Net Income $ 3,448 $ 4,220 $ 2,570 ======== ======== ======== Weighted average shares outstanding 1,898 1,876 1,875 Incremental shares from assumed exercise of stock options and payment of performance share awards 18 15 12 -------- -------- -------- Total Shares 1,916 1,891 1,887 ======== ======== ======== Earnings Per Common Share Before Extraordinary Losses $ 1.80 $ 2.23 $ 1.36 Extraordinary Loss on Early Extinguishment of Debt, net of tax -- -- -- -------- -------- -------- Earnings Per Share $ 1.80 $ 2.23 $ 1.36 ======== ======== ========
EX-12 9 g74113ex12.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 BELLSOUTH CORPORATION COMPUTATION OF EARNINGS TO FIXED CHARGES (DOLLARS IN MILLIONS)
For the years ended December 31, 1997 1998 1999 2000 2001 ------- ------- ------- ------- ------- 1. Earnings (a) Income from continuing operations before deductions for taxes and interest $ 6,182 $ 6,588 $ 6,518 $ 7,926 $ 5,332 (b) Portion of rental expense representative of interest factor 91 81 99 105 67 (c) Equity in losses from less-than-50% owned investments (accounted for under the equity method of accounting) 78 97 396 142 249 (d) Excess of earnings over distributions of less-than-50%-owned investments (accounted for under the equity method of accounting) (85) (46) (87) (707) (148) ------- ------- ------- ------- ------- TOTAL $ 6,266 $ 6,720 $ 6,926 $ 7,466 $ 5,500 ======= ======= ======= ======= ======= 2. Fixed Charges (a) Interest $ 783 $ 867 $ 1,059 $ 1,361 $ 1,348 (b) Portion of rental expense representative of interest factor 91 81 99 105 67 ------- ------- ------- ------- ------- TOTAL $ 874 $ 948 $ 1,158 $ 1,466 $ 1,415 ======= ======= ======= ======= ======= Ratio (1 divided by 2) 7.17 7.09 5.98 5.09 3.89 ======= ======= ======= ======= =======
EX-21 10 g74113ex21.txt SUBSIDIARIES OF BELLSOUTH EXHIBIT 21 BELLSOUTH SUBSIDIARIES* *excluding subsidiaries that, in the aggregate, are not significant As of December 31, 2001
Jurisdiction D/B/A ------------ ----- 1155 Peachtree Associates.......................................................................Georgia AB Cellular Holding, LLC.......................................................................Delaware Abiatar S.A. ...................................................................................Uruguay Movicom BellSouth ACCC of Los Angeles, Inc.....................................................................California Access to the Americas, S.A........................................................................Peru Aeroservicios Los Alpes, C.A..................................................................Venezuela Aktieselskabet af3.november 1971................................................................Denmark Aliena Participacoes Ltda........................................................................Brazil American Cellular Communications LLC ..........................................................Delaware Anpartsselskabet af 16. november 2000...........................................................Denmark Apenina Participacoes Ltda.......................................................................Brazil Atlanta-Athens MSA Limited Partnership.........................................................Delaware Averdin Holdings Ltda............................................................................Brazil B.A. Celular Inversora S.A. .................................................................Argentina Bautzen Inc....................................................................................Colombia BCP S.A..........................................................................................Brazil BCP BCP SP Ltd.......................................................................................Brazil Bell IP Holding L.L.C..........................................................................Delaware BellSouth Accounts Receivable Management, Inc..................................................Delaware BellSouth Advertising & Publishing Brazil (B.V.I.) Holdings Limited..............British Virgin Islands BellSouth Advertising & Publishing Brazil (B.V.I.) Limited.......................British Virgin Islands BellSouth Advertising & Publishing Brazil Holdings, Inc........................................Delaware BellSouth Advertising & Publishing Corporation .................................................Georgia BellSouth Advertising & Publishing Peru (B.V.I.) Holdings Limited................British Virgin Islands BellSouth Advertising & Publishing Peru (B.V.I.) Limited.........................British Virgin Islands BellSouth Advertising & Publishing Peru Holdings, Inc..........................................Delaware BellSouth Advertising & Publishing Peru S.R.L......................................................Peru BellSouth Affiliate Services Corporation........................................................Georgia BellSouth Argentina Holdings, LLC...............................................................Georgia BellSouth Billing, Inc..........................................................................Georgia BellSouth Brazil, Inc...........................................................................Georgia BellSouth BSE, Inc.............................................................................Delaware BellSouth Business Systems, Inc.................................................................Georgia BellSouth Carrier Professional Services, Inc...................................................Delaware BellSouth Central America (B.V.I.) Holdings Limited..............................British Virgin Islands BellSouth Central America Holdings, Inc........................................................Delaware BellSouth Central America Services (B.V.I.) Holdings Limited.....................British Virgin Islands BellSouth Chile Holdings, Inc. .................................................................Georgia BellSouth Chile Investments, LLC...............................................................Delaware BellSouth Chile S.A. .............................................................................Chile BellSouth BellSouth Chile, Inc............................................................................Georgia BellSouth China, Inc...........................................................................Delaware BellSouth Colombia S.A.........................................................................Colombia BellSouth BellSouth Colombia, Inc........................................................................Delaware BellSouth Communication Systems, LLC ...........................................................Georgia BellSouth Comunicaciones S.A......................................................................Chile BellSouth BellSouth Corporate Aviation and Travel Services, Inc...........................................Georgia BellSouth Credit and Collections Management, Inc................................................Georgia BellSouth D. C., Inc............................................................................Georgia BellSouth Denmark Capital Finance Limited........................................British Virgin Islands BellSouth Direct Marketing, Inc.................................................................Georgia BellSouth Ecuador Holdings (BVI) I Limited.......................................British Virgin Islands BellSouth Ecuador Holdings (BVI) II Limited......................................British Virgin Islands BellSouth Ecuador Holdings Partnership..........................................................Ecuador BellSouth Ecuador Holdings, Inc................................................................Delaware BellSouth Enterprises, Inc. ....................................................................Georgia

Jurisdiction D/B/A ------------ ----- BellSouth Entertainment, LLC...................................................................Georgia BellSouth Exchange Services, Inc...............................................................Georgia BellSouth Foundation, Inc......................................................................Georgia BellSouth Guatemala Limited.....................................................British Virgin Islands BellSouth Guatemala y Compania, S.C.A........................................................Guatemala BellSouth BellSouth Holdings B.V.................................................................The Netherlands BellSouth Honduras (B.V.I.) Holdings Limited....................................British Virgin Islands BellSouth Intellectual Property Corporation...................................................Delaware BellSouth Intellectual Property Group, Inc.....................................................Georgia BellSouth Intellectual Property Management Corporation.........................................Georgia BellSouth Intellectual Property Marketing Corporation..........................................Georgia BellSouth Interactive Media Services, LLC......................................................Georgia BellSouth International ACCESS, Inc............................................................Georgia BellSouth International Capital Finance Limited.........................................Cayman Islands BellSouth International, Inc. .................................................................Georgia BellSouth Internet Exchange, Inc...............................................................Georgia BellSouth Inversiones S.A........................................................................Chile BellSouth Inversora S.A. ...................................................................Argentina BellSouth Israel, Inc..........................................................................Georgia BellSouth Latin American Holdings I, Ltd........................................British Virgin Islands BellSouth Latin American Holdings II, Ltd.......................................British Virgin Islands BellSouth Latin American Holdings V, Inc......................................................Delaware BellSouth Latin American Holdings V, Ltd........................................British Virgin Islands BellSouth Latin American Investments I, Ltd.....................................British Virgin Islands BellSouth Latin American Investments II, Ltd....................................British Virgin Islands BellSouth Latin American Investments V, Ltd.....................................British Virgin Islands BellSouth Latin Investments, LLC..............................................................Delaware BellSouth Long Distance, Inc..................................................................Delaware BellSouth Marketing Services, Inc..............................................................Georgia BellSouth MNS, Inc............................................................................Delaware BellSouth Mobile Data, Inc.....................................................................Georgia BellSouth Mobile Systems, Inc.................................................................Delaware BellSouth Mobility LLC ........................................................................Georgia BellSouth Nicaragua (BVI) Limited...............................................British Virgin Islands BellSouth Nicaragua Holdings, Inc.............................................................Delaware BellSouth Panama Holdings, Inc................................................................Delaware BellSouth Panama Limited................................................................Cayman Islands BellSouth Peru BVI Limited......................................................British Virgin Islands BellSouth Peru Holdings, Inc..................................................................Delaware BellSouth Peru S.A................................................................................Peru BellSouth BellSouth Products, Inc........................................................................Georgia BellSouth Public Communications, Inc...........................................................Georgia BellSouth Resources, Inc. ....................................................................Georgia BellSouth Select, Inc..........................................................................Georgia BellSouth Shanghai Centre, Ltd. ...............................................................Georgia BellSouth BellSouth Southern Cone, Inc...................................................................Georgia BellSouth Technology Group, Inc................................................................Georgia BellSouth Telecommunications, Inc..............................................................Georgia BellSouth Venezuela (BVI) Limited...............................................British Virgin Islands BellSouth Venezuela Holdings, Inc.............................................................Delaware BellSouth Ventures Corporation ................................................................Georgia BellSouth Wireless Cable, Inc.................................................................Delaware BellSouth.net Inc.............................................................................Delaware Berry Network, Inc. ...........................................................................Georgia Berry-Sprint Publishing, Inc...................................................................Georgia Billing & Management Systems S.A..................................................................Peru Binford Investments Ltd.........................................................British Virgin Islands BLS Cingular Holdings, LLC ....................................................................Georgia BLS Denmark Associates.........................................................................Georgia BLS Denmark, Inc...............................................................................Georgia Bombshell Comercio e Participacoes Ltda.........................................................Brazil Bombshell Holdings (B.V.I.) Ltd.................................................British Virgin Islands BSC Cayman General Partnership..........................................................Cayman Islands BSC de Panama Holdings, S.A.....................................................................Panama BSC de Panama S.A...............................................................................Panama BellSouth
2
Jurisdiction D/B/A ------------ ----- BSC Guatemala, Sociedad Anonima.............................................................Guatemala BSCC of Houston Holdings, Inc................................................................Delaware BSCC of Houston, LLC ...........................................................................Texas BSE NE Ltd.....................................................................................Brazil BSE S.A........................................................................................Brazil BCP BSE S.I. S.A...................................................................................Brazil BSI ACCESS U.K. Limited................................................................United Kingdom BSI Denmark, Inc..............................................................................Georgia BSI Services Guatemala, LLC...................................................................Georgia Campanile Assurance Line Limited..............................................................Vermont Capco..................................................................................Cayman Islands Cayman Cellular Holding Limited........................................................Cayman Islands CCI Investment Holdings Ltd..................................................................Guernsey Cellcom (Holdings) 2001 Ltd....................................................................Israel Cellcom Fixed Telecommunications Services .....................................................Israel CellCom Israel, Ltd............................................................................Israel Cellcom Cellular Credit Corporation..................................................................Delaware Centram Communications L.P.....................................................British Virgin Islands Cingular Wireless Corporation................................................................Delaware Cingular Wireless LLC........................................................................Delaware Comoviles S.A................................................................................Colombia Compania Celular de Colombia Cocelco S.A.....................................................Colombia Compania de Radiocomunicaciones Moviles S.A. ..............................................Argentina Movicom BellSouth Compania de Telecomunicaciones Comtal Limitada..................................................Chile Compania de Telefonos del Plata S.A.........................................................Argentina Comtel Comunicaciones Telefonicas, S.A......................................................Venezuela Comunicaciones Personales, S.A..............................................................Guatemala Comunicaciones Trunking S.A..................................................................Colombia Corporacion 271191, C.A.....................................................................Venezuela Dallas SMSA Limited Partnership..............................................................Delaware Dansk MobilTelefon I/S........................................................................Denmark Sonofon Denmark Alliance, Inc........................................................................Delaware Det Danske Mobiletelefonkompagni..............................................................Denmark Digital Installations, LLC....................................................................Georgia Digital Media & Communications III-B Limited Partnership.....................................Delaware Doric Holdings Limited.........................................................British Virgin Islands Doric Holdings Limited & Cia., Ltda.........................................................Nicaragua Empresa Difusora Radio Tele S.A..................................................................Peru E-Plus 3 G GmbH...............................................................................Germany E-Plus 3 G Luxembourg S.a.r.l..............................................................Luxembourg E-Plus Mobilfunk Geschaftsfuhrung GmbH........................................................Germany E-Plus Mobilfunk GmbH & Co. KG................................................................Germany E-Plus E-Plus Service Geschaftsfuhrungs GmbH.........................................................Germany E-Plus Service GmbH & Co. Kg..................................................................Germany German Mobilfunk Investments, Inc............................................................Delaware Global Leasing Company........................................................................Georgia GMI Mobilfunk Beteiligung GmbH................................................................Germany Inmuebles Aries S.A..............................................................................Peru Intelleprop, Inc.............................................................................Delaware Intelligent Media Ventures, LLC...............................................................Georgia IntelliVentures Interessentskabet af 26. november 2000........................................................Denmark Intertel S.A....................................................................................Chile Iray B.V..............................................................................The Netherlands Kalamai Holdings & Cia., Ltda...............................................................Nicaragua Kalamai Holdings Limited.......................................................British Virgin Islands Kobrocom Electronica Ltda....................................................................Colombia KPN/BLS Holding GmbH & Co. OHG................................................................Germany L. M. Berry and Company.......................................................................Georgia The Berry Company Lenox Park Holdings, L.L.C....................................................................Georgia Listel Advertising & Publishing (B.V.I.) Holdings Limited......................British Virgin Islands Listel Advertising & Publishing (B.V.I.) Limited...............................British Virgin Islands Listel Advertising & Publishing Holdings, Inc................................................Delaware Listel-Listas Telefonicas S.A..................................................................Brazil Midtjydsk Radiotelefon A/S....................................................................Denmark Mobil Direkt GmbH.............................................................................Germany Movicom S.A....................................................................................Brazil
3
Jurisdiction D/B/A ------------ ----- New E-mail Communications System Ltd...........................................................Israel OESP Midia Ltda................................................................................Brazil Olympic Ltda.................................................................................Colombia Otecel S.A....................................................................................Ecuador BellSouth Palliss Holdings B.V..................................................................The Netherlands Paracomunicar S.A............................................................................Colombia Peck Holdings Corp.............................................................British Virgin Islands Promociones 4222, C.A.......................................................................Venezuela R.A. Celular Inversora S.A..................................................................Argentina RAM Broadcasting Corporation.................................................................New York Red de Servicios Sured, T.E.L., C.A.........................................................Venezuela Redanil S.A...................................................................................Uruguay ROU Celular Inversora S. A. ..................................................................Panama Santabel Comercio e Participacoes Ltda.........................................................Brazil Santabel Holdings (B.V.I.) Ltd.................................................British Virgin Islands SBC Wireless LLC.............................................................................Delaware Sistemas Time Trac, C.A.....................................................................Venezuela SONOFON 3 G A/S...............................................................................Denmark SONOFON A/S...................................................................................Denmark SONOFON Holdings A/S..........................................................................Denmark SONOFON Partners A/S..........................................................................Denmark SONOFON Services A/S..........................................................................Denmark South Florida Television Inc.................................................................Delaware Southwestern Bell Mobile Systems LLC.........................................................Delaware Southwestern Bell Wireless, LLC..............................................................Delaware StarMedia Network, Inc.......................................................................Delaware Stevens Graphics, Inc. .......................................................................Georgia Sunlink Corporation ..........................................................................Georgia SWBW B-Band Development LLC..................................................................Delaware Telcel, C.A.................................................................................Venezuela Telcel BellSouth Telecom BBS (B.V.I.) Limited...................................................British Virgin Islands Telecomunicaciones BBS, C.A.................................................................Venezuela Telefonia Celular de Nicaragua, S.A.........................................................Nicaragua BellSouth Tele-Man Netherlands B.V..............................................................The Netherlands Transporte Airejety, C.A....................................................................Venezuela Vencorp................................................................................Cayman Islands Wireless Telecommunications Investment Company, LLC..........................................Delaware
4 EX-24 11 g74113ex24.txt POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand on the date indicated. /s/ F. Duane Ackerman February 25, 2002 - -------------------------------------------- -------------------------- F. Duane Ackerman Date Chairman of the Board, President Chief Executive Officer, Director (Principal Executive Officer) /s/ Ronald M. Dykes February 25, 2002 - -------------------------------------------- -------------------------- Ronald M. Dykes Date Chief Financial Officer (Principal Financial Officer) /s/ W. Patrick Shannon February 25, 2002 - -------------------------------------------- -------------------------- W. Patrick Shannon Date Vice President - Finance, Chief Financial Officer - Domestic Operations and Controller POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Reuben V. Anderson February 25, 2002 - ---------------------------------------- ------------------------------ Reuben V. Anderson Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ James H. Blanchard February 25, 2002 - -------------------------------------------- -------------------------- James H. Blanchard Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ J. Hyatt Brown February 25, 2002 - ------------------------------------- ------------------------- J. Hyatt Brown Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Armando M. Codina February 27, 2002 - -------------------------------------------- -------------------------- Armando M. Codina Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Kathleen F. Feldstein February 25, 2002 - -------------------------------------------- -------------------------- Kathleen F. Feldstein Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ James P. Kelly February 25, 2002 - -------------------------------------- --------------------------- James P. Kelly Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Joseph M. Magliochetti February 25, 2002 - -------------------------------------- ----------------------------- Joseph M. Magliochetti Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ John G. Medlin, Jr. February 25, 2002 - ------------------------------------- -------------------------------- John G. Medlin, Jr. Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Leo F. Mullin February 25, 2002 - --------------------------------------- ----------------------------- Leo F. Mullin Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Eugene F. Murphy February 25, 2002 - -------------------------------------- -------------------------------- Eugene F. Murphy Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Robin B. Smith February 25, 2002 - ------------------------------ ------------------------------- Robin B. Smith Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the year ended December 31, 2001. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file any amendment or supplement thereto (including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ William S. Stavropoulos February 25, 2002 - ------------------------------------------ ---------------------------- William S. 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x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
		ACT OF 1934
		FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
		OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
		ACT OF 1934
		For the transition period from to


TITLE OF EACH CLASS		NAME OF EACH EXCHANGE ON WHICH REGISTERED
See Attachment.		See Attachment.


		Name Of Each Exchange
Title of Each Class		On Which Registered

Common Stock (par value $1 per share) and Preferred Stock Purchase Rights		New York, Boston, Chicago and Pacific Stock Exchanges^(a)

Debt Securities:		New York Stock Exchange
Issued by BellSouth Capital Funding Corporation^(b)
	7.12% Debentures due 2097
	7 3/8% Quarterly Interest Bonds due 2039
Issued by Southern Bell Telephone and Telegraph Company ^(c)
	Forty Year 4 3/8% Debentures, due August 1, 2003

Issued by BellSouth Telecommunications, Inc.
	Forty Year 8 1/4% Debentures, due July 1, 2032
	Forty Year 7 7/8% Debentures, due August 1, 2032
	Forty Year 7 1/2% Debentures, due June 15, 2033
	Fifteen Year 5 7/8% Debentures, due January 15, 2009
	Forty Year 6 3/4% Debentures, due October 15, 2033
	Forty Year 7 5/8% Debentures, due May 15, 2035
	Thirty Year 7% Debentures, due October 1, 2025
	Fifty Year 5.85% Debentures, due November 15, 2045
	One Hundred Year 7% Debentures, due December 1, 2095
	Twenty Year 6.30% Amortizing Debentures, due December 15, 2015
	Principal Amount of One Hundred Year 6.65% Zero-To-Full Debentures, due December 15, 2095
	Twelve Year 7% Notes, due February 1, 2005
	Ten Year 6 1/4% Notes, due May 15, 2003
	Eleven Year 6 3/8% Notes, due June 15, 2004
	Ten Year 6 1/2% Notes, due June 15, 2005
	6% Reset Put Securities, due June 15, 2012
	Thirty Year 6 3/8% Debentures, due June 1, 2028


PART I
Cautionary Language Concerning Forward-Looking Statements
BUSINESS
	OVERVIEW
	COMMUNICATIONS GROUP
	DOMESTIC WIRELESS
	LATIN AMERICA
	DOMESTIC ADVERTISING AND PUBLISHING
	ALL OTHER BUSINESSES
	RESEARCH AND DEVELOPMENT
	EMPLOYEES
PROPERTIES
	GENERAL
	CAPITAL EXPENDITURES
LEGAL PROCEEDINGS
SUBMISSION OF MATTERS TO A VOTEOF SHAREHOLDERS
ADDITIONAL INFORMATION -- DESCRIPTION OF BELLSOUTH STOCK
EXECUTIVE OFFICERS
PART II
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
SELECTED FINANCIAL AND OPERATING DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Consolidated Results of Operations
Results by Segment
		Communications Group
		Domestic Wireless
		Latin America
		Domestic Advertising and Publishing
		All Other Businesses
	Liquidity and Financial Condition
	Quantitative and Qualitative Disclosure About Market Risk
	Proportional Debt
	Operating Environment and Trends of the Business
	Critical Accounting Policies
	Cautionary Language Concerning Forward-Looking Statements
8. Consolidated Financial Statements
	REPORT OF MANAGEMENT
	REPORT OF INDEPENDENT ACCOUNTANTS
	REPORT OF INDEPENDENT AUDITORS
	CONSOLIDATED STATEMENTS OF INCOME
	CONSOLIDATED BALANCE SHEETS
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
PART IV
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
CONSENT OF INDEPENDENT ACCOUNTANTS
CONSENT OF INDEPENDENT AUDITORS


Item			Page

PART IV
	14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K		82
Signatures				86
Consent of Independent Accountants				87
Consent of Independent Auditors				87


Item				Page

PART I
Cautionary Language Concerning Forward-Looking Statements					3
		1.	Business		4
			Overview		4
			Communications Group		4
			Domestic Wireless		13
			Latin America		16
			Domestic Advertising and Publishing		19
			All Other Businesses		20
			Research and Development		20
			Employees		20
		2.	Properties		21
			General		21
			Capital Expenditures		21
		3.	Legal Proceedings		22
		4.	Submission of Matters to a Vote of Shareholders		23
Additional Information—Description of BellSouth Stock					23
Executive Officers					25
PART II
		5.	Market for Registrant’s Common Equity and Related Shareholder Matters		26
		6.	Selected Financial and Operating Data		27
		7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
			Consolidated Results of Operations		28
			Results by Segment		31
			Communications Group		31
			Domestic Wireless		34
			Latin America		35
			Domestic Advertising and Publishing		37
			All Other Businesses		37
			Liquidity and Financial Condition		38
			Quantitative and Qualitative Disclosure About Market Risk		40
			Proportional Debt		41
			Operating Environment and Trends of the Business		41
			Critical Accounting Policies		46
			Cautionary Language Concerning Forward-Looking Statements		48
8.			Consolidated Financial Statements		49
			Report of Management		49
			Report of Independent Accountants		50
			Report of Independent Auditors		50
			Consolidated Statements of Income		51
			Consolidated Balance Sheets		52
			Consolidated Statements of Cash Flows		53
			Consolidated Statements of Shareholders’ Equity and Comprehensive Income		54
			Notes to Consolidated Financial Statements		55
		9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		82
PART III
	*10.		Directors and Executive Officers of the Registrant		82
	*11.		Executive Compensation		82
	*12.		Security Ownership of Certain Beneficial Owners and Management		82
	*13.		Certain Relationships and Related Transactions		82


			BellSouth
			Ownership in		Total		Total
			Operating		Population		Customers
Country			Company		Served		Served

			(percent)		(In		(In
					millions)		thousands)
Argentina				65.0		37.5		1,588
Brazil
	Sao Paulo region			45.4		18.1		1,781
	Northeast region			47.1		26.6		942
Chile				100.0		15.4		860
Colombia				66.0		43.0		1,126
Ecuador				89.4		12.8		344
Guatemala				60.0		11.7		75
Nicaragua				89.0		2.9		157
Panama				43.7		3.0		293
Peru				97.4		26.1		404
Uruguay				46.0		2.1		138
Venezuela				78.2		24.4		3,106

		Total Latin America				223.6		10,814


	2000		2001

Outside plant		40%		40%
Central office equipment		38		39
Operating and other equipment		9		9
Land and buildings		7		7
Furniture and fixtures		4		4
Plant under construction		2		1

		100%		100%


	Millions

1997	$	4,858
1998	$	5,212
1999	$	6,200
2000	$	6,995
2001	$	5,997


						This
				Officer		Office
Name	Age		Office	Since		Since

F. Duane Ackerman		59	Chairman of the Board, President and Chief Executive Officer		1983		1997

Keith O. Cowan		45	Chief Planning and Development Officer		1996		2000

Francis A. Dramis, Jr.		53	Chief Information and E-Commerce Officer		1998		2000

Ronald M. Dykes		54	Chief Financial Officer		1988		1995

Gary D. Forsee		51	Vice Chairman—Domestic Operations		1999		2002

Charles R. Morgan		55	General Counsel		1998		1998

W. Patrick Shannon		39	Vice President—Finance		1997		2000

Rafael de la Vega		50	President—Latin America Operations		1997		2002



	Market Prices				Per Share
					Dividends
	High		Low		Declared

2000
First Quarter	$	48.13	$	34.94	$	.19
Second Quarter		53.50		41.63		.19
Third Quarter		44.25		35.50		.19
Fourth Quarter		50.63		38.75		.19
2001
First Quarter		45.88		36.46		.19
Second Quarter		43.07		37.40		.19
Third Quarter		42.95		36.67		.19
Fourth Quarter		42.48		36.26		.19




At December 31 or for the year ended	1997			1998			1999			2000			2001


Income Statement Data:
Operating revenues	$	20,561		$	23,123		$	25,224		$	26,151		$	24,130

Operating expenses		15,185			17,219			18,787			19,267			17,789

Operating income		5,376			5,904			6,437			6,884			6,341

Net income		3,261			3,527			3,448			4,220			2,570

Operating income margin		26.1	%		25.5	%		25.5	%		26.3	%		26.3	%


Diluted earnings per share of common stock	$	1.64		$	1.78		$	1.80		$	2.23		$	1.36

Diluted weighted-average shares of Common stock outstanding (millions)		1,989			1,984			1,916			1,891			1,887

Dividends declared per share of common stock	$	.72		$	.73		$	.76		$	.76		$	.76

Balance Sheet Data:
Total assets		36,301			39,410			43,453			50,925			52,046

Long-term debt		7,348			8,715			9,113			12,463			15,014

Shareholders’ equity		15,165			16,110			14,815			16,912			18,597

Other:
Operating cash flow		7,039			7,741			8,199			8,590			7,998





											Percent Change

											2000 vs.			2001 vs.
		1999			2000			2001			1999			2000


Results of operations:
Operating revenues		$	25,224		$	26,151		$	24,130			3.7			(7.7	)
Operating expenses			18,787			19,267			17,789			2.6			(7.7	)
Operating income			6,437			6,884			6,341			6.9			(7.9	)
Interest expense			1,030			1,328			1,315			28.9			(1.0	)
Net earnings (losses) of equity affiliates			(169	)		690			465			N/M	*		(32.6	)
Gain (loss) on sale of operations			55			(14	)		38			N/M			N/M
Other income (expense), net			195			366			(1,512	)		87.7			N/M
Provision for income taxes			2,040			2,378			1,447			16.6			(39.2	)
Net income		$	3,448		$	4,220		$	2,570			22.4			(39.1	)
Earnings per share		$	1.80		$	2.23		$	1.36			23.9			(39.0	)
Cash Flow Data:
Cash provided by operating activities		$	8,199		$	8,590		$	7,998			4.8			(6.9	)
Cash used for investing activities			(9,888	)		(9,303	)		(7,039	)		5.9			24.3
Cash (used for) provided by financing activities			(167	)		487			(1,428	)		N/M			N/M
Other:
Effective tax rate			37.2	%		36.0	%		36.0	%		-120bps			0 bps
Average short-term debt		$	6,182		$	6,987		$	6,164			13.0			(11.8	)
Average long-term debt			8,599			10,740			13,687			24.9			27.4
	Total average debt	$	14,781		$	17,727		$	19,851			19.9			12.0



	Impact On Reported Results—
	Increase (Decrease)

				Income
	Operating			Before			Net
	Expense			Taxes			Income

1999
Restructurings and asset impairments	$	320		$	(305	)	$	(187	)

	$	320		$	(305	)	$	(187	)

2000
Restructurings and asset impairments	$	606		$	(606	)	$	(393	)
Gains from pension settlements		(362	)		362			223
Contract termination settlement		203			(203	)		(125	)

	$	447		$	(447	)	$	(295	)

2001
Restructurings and asset impairments	$	358		$	(358	)	$	(227	)
Adjustment to ISP accrual		143			(143	)		(88	)
Postretirement benefit expense for former wireless employees		72			(72	)		(47	)

	$	573		$	(573	)	$	(362	)





	Payments Due by Period

			Less than							After 5		Footnote
Contractual Obligations	Total		1 year			1-3 years		4-5 years		years		reference¹


Debt maturing within 1 year	$	5,111	$	5,111		$	—	$	—	$	—		E
Long-term debt		15,326		—			3,783		1,738		9,805		E
Operating leases		796		129			298		74		295		M
Unconditional purchase obligations²		4,158		706			2,246		1,206		—		M
Interest rate swaps³		37		(7	)		44		—		—		L
Forward contracts³		39		—			39		—		—		L
Total contractual cash obligations	$	25,467	$	5,939		$	6,410	$	3,018	$	10,100


A GEORGIA CORPORATION		I.R.S. EMPLOYER NO. 58-1533433


*	Not Meaningful





	Amount of Commitment Expiration per Period

	Total
	Amounts		Less than						After 5		Footnote
Other Commercial Commitments	Committed		1 year		1-3 years		4-5 years		years		reference¹


Letters of credit and financial guarantees	$	595	$	175	$	380	$	30	$	10		L
Venezuela put/call agreement⁴		—		—		—		—		—		M
Colombia put/call agreements⁴		—		—		—		—		—		M
Total commercial commitments	$	595	$	175	$	380	$	30	$	10





	Fair Value of Contracts at Period-end

	Total Fair			Less than							After 5		Footnote
Source of Fair Value	Value			1 year		1-3 years			4-5 years		years		reference¹


Prices provided by external sources⁵	$	(76	)	$	7	$	(83	)		—		—		L




																				Total
																				Recorded
		2002			2003			2004			2005			2006			Thereafter			Amount		Fair Value


Debt:
	Fixed rate debt	$	5,063		$	861		$	275		$	467		$	1,003		$	9,493		$	17,162	$	17,492
	Average interest rate		3.78	%		6.98	%		8.69	%		6.67	%		5.10	%		6.93	%
	Variable rate debt	$	48		$	1,800		$	180		$	200		$	735		$	—		$	2,963	$	2,963
	Average interest rate		9.76	%		2.04	%		2.82	%		4.18	%		7.50	%		—	%


Consolidated debt	$	20,125
Less: debt attributable to minority partners		(464	)
Plus: debt associated with unconsolidated investments (excluding shareholder loans)		2,800

Proportional debt	$	22,461


				Advances
	Book			to			External
	Investment			Subsidiary			Debt^(a)		Guarantees

Brazil	$	(60	)^(b)	$	375		$	853	$	100	^(c)
Argentina		379			—			306		—
Venezuela		1,334			—			97		—
Colombia		701			279	^(d)		509		—

	$	2,354		$	654		$	1,765	$	100


(d)	Represents a loan participation agreement with a third party.



			For the years ended
			December 31,

			1999			2000			2001

Operating Revenues:
	Communications group		$	17,596		$	18,309		$	18,984
	Domestic wireless			3,236			2,766			—
	Latin America			2,364			2,906			2,910
	Domestic advertising and publishing			1,942			2,042			2,073
	All other			86			128			163

		Total Operating Revenues		25,224			26,151			24,130

Operating Expenses:
	Operational and support expenses			13,796			13,726			12,649
	Depreciation and amortization			4,671			4,935			4,782
	Provision for restructuring and asset impairments			320			606			358

		Total Operating Expenses		18,787			19,267			17,789

Operating income				6,437			6,884			6,341
Interest expense				1,030			1,328			1,315
Gain (loss) on sale of operations				55			(14	)		38
Net earnings (losses) of equity affiliates				(169	)		690			465
Other income (expense), net				195			366			(1,512	)

Income Before Income Taxes				5,488			6,598			4,017
Provision for Income Taxes				2,040			2,378			1,447

		Net Income	$	3,448		$	4,220		$	2,570

Weighted-Average Common Shares Outstanding:
	Basic			1,898			1,876			1,875
	Diluted			1,916			1,891			1,887
Earnings Per Share:
	Basic		$	1.82		$	2.25		$	1.37
	Diluted		$	1.80		$	2.23		$	1.36
Dividends Declared Per Common Share			$	.76		$	.76		$	.76



		Number of Shares					Amount

				Shares											Accum. Other			Shares
				Held In											Compre-			Held In			Guarantee
		Common		Trust and			Common		Paid-in			Retained			hensive			Trust and			of ESOP
		Stock		Treasury			Stock		Capital			Earnings			Income (Loss)			Treasury			Debt			Total

				(a)														(a)
Balance at December 31, 1998			2,020		(70	)	$	2,020	$	6,766		$	9,479		$	(64	)	$	(1,752	)	$	(339	)	$	16,110
Net income													3,448												3,448
Other comprehensive income, net of tax:
	Foreign currency translation adjustment															(134	)								(134	)
	Net unrealized losses on securities															(115	)								(115	)
	Minimum pension liability adjustment															(45	)								(45	)

Total comprehensive income																									3,154
Dividends declared													(1,436	)											(1,436	)
Share issuances for employee benefit plans					2								(45	)					77						32
Purchase of treasury stock					(70	)													(3,120	)					(3,120	)
Purchase of stock by grantor trust																			(3	)					(3	)
Tax benefit related to stock options										5															5
ESOP activities and related tax benefit													10									63			73

Balance at December 31, 1999			2,020		(138	)	$	2,020	$	6,771		$	11,456		$	(358	)	$	(4,798	)	$	(276	)	$	14,815

Net income													4,220												4,220
Other comprehensive income, net of tax:
	Foreign currency translation adjustment															50									50
	Net unrealized losses on securities(b)															(169	)								(169	)
	Minimum pension liability adjustment															(11	)								(11	)

Total comprehensive income																									4,090
Dividends declared													(1,424	)											(1,424	)
Share issuances for employee benefit plans					9					(35	)		(187	)					355						133
Purchase of treasury stock					(19	)													(779	)					(779	)
Tax benefit related to stock options										4															4
ESOP activities and related tax benefit													9									64			73

Balance at December 31, 2000			2,020		(148	)	$	2,020	$	6,740		$	14,074		$	(488	)	$	(5,222	)	$	(212	)	$	16,912

Net income													2,570												2,570
Other comprehensive income, net of tax:
	Foreign currency translation adjustment															(30	)								(30	)
	Net unrealized losses on securities(b)															(277	)								(277	)
	Adjustments for other-than-temporary losses included in net income															595									595
	Net unrealized losses on derivatives															(71	)								(71	)
	Minimum pension liability adjustment															(23	)								(23	)

Total comprehensive income																									2,764
Dividends declared													(1,424	)											(1,424	)
Share issuances for employee benefit plans					5					8			(85	)					230						153
Purchase of stock by grantor trust																			(4	)					(4	)
Tax benefit related to stock options										127															127
ESOP activities and related tax benefit													2									67			69

Balance at December 31, 2001			2,020		(143	)	$	2,020	$	6,875		$	15,137		$	(294	)	$	(4,996	)	$	(145	)	$	18,597


	2000		2001

Investments accounted for under the equity method	$	2,501	$	2,664
Investments accounted for under the cost method		3,496		848
Other investments		77		408
Advances to and notes receivable from affiliates		4,936		6,700

Investments and advances	$	11,010	$	10,620



		2000					2001

		Ownership		Investment			Ownership		Investment
		Percentage		Balance			Percentage		Balance

AB Cellular (U.S.)⁽¹⁾			100.0%	$	1,894			—	$	—
Abiatar (Uruguay)			46.0%		39			46.0%		46
BellSouth Guatemala⁽²⁾			60.0%		53			60.0%		56
BellSouth Panama			43.7%		54			43.7%		69
BCP — São Paulo (Brazil)			44.5%		80			45.4%		1
BSE — Northeast (Brazil)⁽³⁾			46.8%		(28	)		47.0%		(61	)
Cellcom (Israel)			34.8%		78			34.8%		122
Cingular Wireless			40.0%		348			40.0%		2,489
E-Plus (Germany)⁽³⁾			22.5%		(85	)		22.5%		(105	)
OESP Midia (Brazil)			40.0%		24			40.0%		17
Sonofon (Denmark)			46.5%		18			46.5%		30
SkyCell (India)⁽⁴⁾			24.5%		(5	)		—		—
Other			—		31			—		—

	Total			$	2,501				$	2,664


	2000		2001

Balance Sheet Information:
Current assets	$	5,118	$	4,264

Noncurrent assets	$	31,623	$	33,901

Current liabilities	$	16,757	$	15,936

Noncurrent liabilities	$	16,185	$	17,653


				Unrealized		Unrealized		Fair
		Cost		gains		losses		value

December 31, 2000
Investment in Qwest		$	3,500	$	—	$	472	$	3,028
Other cost investments			484		81		97		468

	Total	$	3,984	$	81	$	569	$	3,496

December 31, 2001
Investment in Qwest		$	644	$	—	$	—	$	644
Other cost investments			149		55		—		204

	Total	$	793	$	55	$	—	$	848


		2000		2001

Cingular		$	3,842	$	3,812
E-Plus			—		1,841
KPN			443		446
Brazil			375		375
Other			276		226

	Total advances and notes receivable	$	4,936	$	6,700


Current assets	$	675
Noncurrent assets		4,655

Total assets	$	5,330

Current liabilities	$	1,637
Noncurrent liabilities		3,396

Total liabilities	$	5,033

Net assets contributed	$	297


	Estimated
	Depreciable
	Lives
	(In Years)		2000		2001

Central office equipment		8—10	$	23,428	$	25,375
Outside plant		12–20		24,483		25,361
Operating and other equipment		5—15		4,772		5,209
Building and building improvements		25—45		3,783		4,264
Furniture and fixtures		10—15		2,517		2,511
Station equipment		6		667		617
Land		—		228		269
Plant under construction		—		1,034		726

				60,912		64,332
Less: accumulated depreciation				36,755		39,389

Property, plant and equipment, net			$	24,157	$	24,943


		2000		2001

Deferred activation and installation expenses		$	1,630	$	1,748
Prepaid pension and postretirement benefits			1,775		2,672
Other			775		702

	Deferred charges and other assets	$	4,180	$	5,122


	Estimated
	Amortizable
	Lives
	(In Years)		2000			2001

Capitalized software		3—5	$	1,240		$	2,208
Goodwill		15—40		1,855			1,908
Licenses and concessions		10—40		1,415			1,294
Customer lists		3—6		402			420
Assets held for sale				231			231

				5,143			6,061
Less: accumulated amortization				(971	)		(1,555	)

Intangible assets, net			$	4,172		$	4,506


	2000		2001

Advanced billing and customer deposits	$	850	$	687
Interest and rents accrued		489		534
Taxes payable		333		505
Dividends payable		362		363
Salaries and wages payable		337		311
Accrued compensated absences		267		254
Restructuring and severance accrual		236		202
Other		594		445

Other current liabilities	$	3,468	$	3,301


	2000		2001

Deferred installation and activation revenues	$	1,630	$	1,748
Accrued pension and postretirement benefits		809		940
Deferred credits		817		832
Compensation related accruals		623		665
Minority interests in consolidated subsidiaries		368		441
Postemployment benefits		265		262
Other		188		273

Other noncurrent liabilities	$	4,700	$	5,161


	2000		2001

Short-term notes payable:
Bank loans	$	1,129	$	631
Commercial paper		5,730		2,533
Current maturities of long-term debt		710		1,947

Debt maturing within one year	$	7,569	$	5,111

Weighted-average interest rate at end of period:
Bank loans		9.44%		4.98%
Commercial Paper		6.51%		1.94%

Credit Lines:
Committed credit lines	$	3,325	$	2,506
Borrowings under committed lines		588		12
Uncommitted credit lines		807		1,338
Borrowings under uncommitted lines		202		1,076