<PAGE>   1
                                                                         EX-99.2

                         AT&T WIRELESS GROUP FINANCIALS
                        (an integrated business of AT&T)

AT&T Wireless Group is an integrated business of AT&T Corp. and not a
stand-alone entity. As AT&T Wireless Group is a tracking stock of AT&T, separate
financial statements are not required to be filed. We are providing these
financial statements to provide additional disclosures to investors to allow
them to assess the financial performance of AT&T Wireless Group. Presenting
separate financial statements for AT&T Wireless Group does not indicate that we
have changed title to any assets or responsibility for any liabilities, and does
not purport to affect the rights of any of AT&T's creditors. Holders of AT&T
Wireless Group tracking stock do not have claims against the assets of AT&T
Wireless Group. Instead, AT&T Wireless Group shareholders own a separate class
of AT&T common stock that is intended to reflect the financial performance and
economic value of AT&T's wireless services' businesses.
<PAGE>   2
                               AT&T WIRELESS GROUP
                        (an integrated business of AT&T)

                        COMBINED STATEMENTS OF OPERATIONS
                                  (In Millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                For the Three
                                                                                Months ended
                                                                                  March 31,
                                                                        -----------------------------
                                                                          2001                 2000
                                                                        -------               -------
<S>                                                                     <C>                   <C>
REVENUE
Services                                                                $ 2,931               $ 1,992
Equipment                                                                   281                   206
Total revenue                                                             3,212                 2,198

OPERATING EXPENSES
Costs of services (excluding depreciation of
   $353 and $227 included below)                                            921                   662
Costs of equipment sales                                                    490                   391
Selling, general and administrative                                       1,084                   750
Depreciation and amortization                                               576                   369
Total operating expenses                                                  3,071                 2,172

OPERATING INCOME                                                            141                    26

Other income                                                                 84                    24
Interest expense                                                             47                    51
Income (loss) before income taxes and net equity earnings
   (losses) from investments                                                178                    (1)
Provision (benefit) for income taxes                                         79                    (2)
Net equity (losses) earnings from investments                               (99)                   25

Net income                                                                   --                    26

Dividend requirements on preferred stock held by AT&T, net                   42                    13

Net (loss) income after preferred stock dividends                       $   (42)              $    13
</TABLE>

                   See Notes to Combined Financial Statements
<PAGE>   3
                               AT&T WIRELESS GROUP
                        (an integrated business of AT&T)

                             COMBINED BALANCE SHEETS
                                  (In Millions)

<TABLE>
<CAPTION>
                                                                          At                   At
                                                                       March 31,           December 31,
                                                                         2001                 2000
                                                                        -------              -------
                                                                      (Unaudited)
<S>                                                                    <C>                 <C>
ASSETS

Cash and cash equivalents                                               $    34              $    62
Accounts receivable, less allowances
  of $190 and $193                                                        1,811                1,892
Note receivable from AT&T                                                10,588                   --
Inventories                                                                 362                  335
Income tax receivable                                                       109                  118
Deferred income taxes                                                       170                   93
Prepaid expenses and other current assets                                   115                   82
TOTAL CURRENT ASSETS                                                     13,189                2,582

Property, plant and equipment, net of
  accumulated depreciation of $5,078 and $4,743                          10,725                9,892

Licensing costs, net of accumulated amortization
  of $1,856  and $1,761                                                  13,568               13,627

Investments in and advances to unconsolidated subsidiaries                3,904                3,385

Goodwill and other assets, net of accumulated
  amortization of $571 and $505                                           5,653                5,816

TOTAL ASSETS                                                            $47,039              $35,302

LIABILITIES

Accounts payable                                                        $   800              $ 1,080
Payroll and benefit-related liabilities                                     263                  432
Due on demand notes payable                                                 103                  109
Short-term debt due to AT&T                                                  --                  638
Other current liabilities                                                 1,578                1,395
TOTAL CURRENT LIABILITIES                                                 2,744                3,654

Long-term debt due to AT&T                                                1,800                1,800
Long-term debt due to others                                              6,487                   --
Deferred income taxes                                                     4,739                4,659
Other long-term liabilities                                                 290                  271

TOTAL LIABILITIES                                                        16,060               10,384

MINORITY INTEREST                                                            42                   41

COMBINED ATTRIBUTED NET ASSETS                                           30,937               24,877

TOTAL LIABILITIES AND COMBINED ATTRIBUTED NET ASSETS                    $47,039              $35,302
</TABLE>

                   See Notes to Combined Financial Statements
<PAGE>   4
                               AT&T WIRELESS GROUP
                        (an integrated business of AT&T)

        COMBINED STATEMENTS OF CHANGES IN COMBINED ATTRIBUTED NET ASSETS
                                  (In Millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      For the Three Months
                                                                                        ended March 31,
                                                                                -------------------------------
                                                                                  2001                   2000
                                                                                --------               --------
<S>                                                                             <C>                    <C>
COMBINED ATTRIBUTED NET ASSETS
  Balance at beginning of period                                                $ 24,877               $ 13,997
  Net (loss) income after preferred stock dividends                                  (42)                    13
  Proceeds attributed from DoCoMo investment, net of costs                         6,141                     --
  Proceeds from shares issued for employee plans                                      31                     --
  Transfers from AT&T, net                                                            --                    991
  Other comprehensive (loss) income                                                  (70)                    26
Balance at end of period                                                        $ 30,937               $ 15,027

SUMMARY OF TOTAL COMPREHENSIVE (LOSS) INCOME
  Net (loss) income after preferred stock dividends                             $    (42)              $     13
  Dividend requirements on preferred stock held by AT&T, net                          42                     13
  Net income                                                                          --                     26
  Net revaluation of investments (net of taxes of $- and $16)                         --                     26
  Net revaluation of financial instruments (net of taxes of $(41))                   (70)                    --
TOTAL COMPREHENSIVE (LOSS) INCOME                                               $    (70)              $     52
</TABLE>

                   See Notes to Combined Financial Statements
<PAGE>   5
                               AT&T WIRELESS GROUP
                        (an integrated business of AT&T)

                        COMBINED STATEMENTS OF CASH FLOWS
                                  (In Millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           For the Three Months
                                                                              Ended March 31,
                                                                      -------------------------------
                                                                        2001                   2000
                                                                      --------               --------
<S>                                                                   <C>                    <C>
OPERATING ACTIVITIES
Net income                                                            $     --               $     26
Adjustments to reconcile net income to net cash
provided by operating activities:
Net gains on sale/exchange of businesses and investments                    --                    (21)
Depreciation and amortization                                              576                    369
Deferred income taxes                                                       78                    (12)
Net equity (earnings) losses from investments                               90                    (13)
Minority interests in consolidated subsidiaries                             (4)                    (4)
Provision for uncollectible receivables                                    147                     55
Increase in accounts receivable                                            (68)                   (85)
(Increase) decrease in inventories                                         (27)                    16
Decrease in accounts payable                                               (25)                   (55)
Net change in other operating assets and liabilities                      (112)                   (48)
NET CASH PROVIDED BY OPERATING ACTIVITIES                                  655                    228

INVESTING ACTIVITIES
Net increase in note receivable from AT&T                              (10,588)                    --
Capital expenditures and other additions                                (1,407)                  (818)
Net acquisitions of licenses                                               (39)                   (82)
Equity investment distributions and sales                                    2                     26
Equity investment contributions, advances and purchases                   (637)                   (74)
Refund of deposit on long-lived assets                                     150                     --
NET CASH USED IN INVESTING ACTIVITIES                                  (12,519)                  (948)

FINANCING ACTIVITIES
Net decrease in short-term debt due to AT&T                               (638)                    --
Increase in long-term debt due to AT&T                                      --                    300
Proceeds from issuance of long-term debt to others,
   net of issuance costs                                                 6,345                     --
Proceeds attributed from DoCoMo investment, net of costs                 6,141                     --
Proceeds from shares issued for employee plans                              31                     --
Dividend requirements on preferred stock, net                              (42)                   (13)
Transfers from AT&T, net                                                    --                    439
Other financing activities, net                                             (1)                    (1)
NET CASH PROVIDED BY FINANCING ACTIVITIES                               11,836                    725

Net (decrease) increase in cash and cash equivalents                       (28)                     5

Cash and cash equivalents at beginning of period                            62                      5

Cash and cash equivalents at end of period                            $     34               $     10
</TABLE>

                   See Notes to Combined Financial Statements
<PAGE>   6
                               AT&T WIRELESS GROUP
                        (an integrated business of AT&T)

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                  (Dollars in Millions Unless Otherwise Noted)
                                   (Unaudited)

(a)      BACKGROUND AND BASIS OF PRESENTATION

AT&T Wireless Group is a wireless telecommunications company which primarily
provides domestic wireless voice and data services and products in the 850
megahertz (cellular) and 1900 megahertz (personal communications services, or
PCS) markets. Additionally, AT&T Wireless Group offers wireless local telephone
and internet services to residential customers through its Fixed Wireless
business. AT&T Wireless Group also holds equity interests in various domestic
and international wireless communications ventures and partnerships.

Background

AT&T Wireless Group is an integrated business of AT&T and is not a separate
legal entity. On April 27, 2000, AT&T completed an offering of 15.6%, or 360
million shares, of AT&T Wireless Group tracking stock at an offering price of
$29.50 per share. AT&T Wireless Group tracking stock is a class of AT&T common
stock, which is intended to provide holders with financial returns based on the
financial performance and economic value of AT&T's wireless services'
businesses. AT&T Wireless Group tracking stock issued in the offering reflected
only a portion of the authorized shares. The remaining 84.4% was reserved for
the benefit of AT&T Common Stock Group (which consists of the operations of AT&T
other than those attributed to AT&T tracking stocks) and is intended to be
reflected in AT&T common stock. See Note (c) for discussion of the investment by
NTT DoCoMo which closed in January 2001. As a result of the DoCoMo investment,
assuming conversion, AT&T Common Stock Group would retain an approximate 70%
economic interest in AT&T Wireless Group.

On October 25, 2000, as part of its restructuring plan, AT&T announced its
decision to present an exchange offer to AT&T common shareowners to allow them
to exchange shares of AT&T common stock for shares of AT&T Wireless Group
tracking stock, subject to pro-ration. AT&T released details of its exchange
offer on April 18, 2001 and anticipates that the exchange offer will be
completed during the second quarter of 2001. Under the terms of the exchange
offer, AT&T will issue 1.176 shares of AT&T Wireless Group tracking stock in
exchange for each share of AT&T common stock validly tendered and not withdrawn,
subject to specified conditions. AT&T Wireless Group will continue to be a part
of AT&T following the completion of the exchange offer. This exchange offer will
result in an increase in the percentage of outstanding shares held by public
shareholders and a decrease to the percentage reserved for the benefit of AT&T
Common Stock Group.

In connection with its restructuring plan, following the completion of the
exchange offer and subject to certain conditions, AT&T intends to split-off AT&T
Wireless Group from AT&T. These conditions include the receipt of a favorable
ruling on the split-off from the Internal Revenue Service (IRS) and satisfaction
of conditions contained in an AT&T credit agreement, including the repayment of
AT&T Wireless Group's intercompany obligations to AT&T.

On April 18, 2001, AT&T Wireless Services, Inc., filed its initial registration
statement in connection with the planned split-off. The split-off, which is
<PAGE>   7
anticipated to be completed in mid-2001, will include several steps. These steps
include transferring substantially all of the assets and liabilities of AT&T
Wireless Group to AT&T Wireless Services, Inc., mandatorily exchanging all
issued and outstanding shares of AT&T Wireless Group tracking stock, including
those shares issued in the exchange offer as well as the shares held by DoCoMo,
for shares of AT&T Wireless Services, Inc. common stock, and distributing a
majority of the shares of AT&T Wireless Services, Inc. common stock held by AT&T
Common Stock Group, to holders of AT&T common stock on a pro rata basis. AT&T
intends to retain up to $3 billion of AT&T Wireless Services, Inc. common stock
for its own account for sale or exchange within six months of the split-off,
subject to receipt of a satisfactory IRS ruling.

Basis of Presentation

The combined financial statements of AT&T Wireless Group reflect the results of
operations, financial position, changes in combined attributed net assets and
cash flows of AT&T Wireless Group as if it were a separate entity for all
periods presented. The financial information included herein may not necessarily
reflect the combined results of operations, financial position, changes in
equity and cash flows of AT&T Wireless Group had it been a separate, stand-alone
entity during the periods presented. Additionally, the combined results for the
interim periods presented are not necessarily indicative of results for the full
year. The combined financial statements of AT&T Wireless Group should be read in
conjunction with AT&T's Form 10-K405/A for the year ended December 31, 2000 and
AT&T's Form 10-Q for the quarter ended March 31, 2001.

The combined financial statements of AT&T Wireless Group conform to generally
accepted accounting principles. The combined financial statements reflect the
assets, liabilities, revenue and expenses directly attributable to AT&T Wireless
Group, as well as allocations deemed reasonable by management, to present the
results of operations, financial position and cash flows of AT&T Wireless Group
on a stand-alone basis. The allocation methodologies have been described within
the notes to the combined financial statements where appropriate.

The combined financial statements of AT&T Wireless Group primarily include the
legal entity results of AT&T Wireless Services, Inc. and its subsidiaries (AWS)
and AT&T Wireless Group, LLC (AWG), both of which were direct subsidiaries of
AT&T Corp., as of March 31, 2001. AWG will be transferred to AWS prior to
the split-off.

The April 2000 offering of the AT&T Wireless Group tracking stock resulted in
net proceeds to AT&T, after deducting underwriter's discount and related fees
and expenses, of $10.3 billion. AT&T attributed $7.0 billion of the net proceeds
to AT&T Wireless Group in the form of an intercompany note receivable, which was
repaid by December 31, 2000, primarily to fund acquisitions and capital
expenditures. Interest on the note receivable was calculated based upon the
average daily balance outstanding at a rate equal to the one month London
InterBank Offered Rate (LIBOR) minus 6 basis points, a rate intended to be
equivalent to the rate AT&T Wireless Group would receive if it were a
stand-alone entity.

Prior to the April 2000 offering of AT&T Wireless Group tracking stock, the
capital structure of AT&T Wireless Group had been assumed based upon AT&T's
historical capital ratio adjusted for certain items. In determining the
allocation between short- and long-term debt and preferred stock, factors such
as prospective financing requirements for the business, working capital
commitments and future requirements, and peer group analysis were considered.

<PAGE>   8
This resulted in $3.4 billion in intercompany indebtedness at December 31, 1999,
paying annual interest at 7.25%. In addition, as of December 31, 1999, AT&T
Wireless Group had issued and outstanding, $1.0 billion of 9% cumulative
preferred stock to AT&T that, subject to the approval of the Wireless Group
capital stock committee, is redeemable at the option of AT&T. The preferred
stock is included within "Combined attributed net assets" on the accompanying
combined balance sheets. On May 1, 2000, in conjunction with the offering of
AT&T Wireless Group tracking stock, $2.0 billion of AT&T Wireless Group's
outstanding intercompany indebtedness to AT&T was recapitalized into an
additional $2.0 billion of 9% cumulative preferred stock. In conjunction with
the recapitalization, the remaining long-term debt due to AT&T of $1.8 billion
was recapitalized to be 10 year term debt that bears interest at a fixed rate of
8.1% per annum. The interest rate is intended to be substantially equivalent to
the interest rate that AT&T Wireless Group would be able to obtain from third
parties, including the public markets, as a non-affiliate of AT&T without the
benefit of any guaranty by AT&T. The intercompany debt and preferred stock is
intended to be repaid to AT&T prior to the split-off.

During December 2000, AT&T Wireless Group, through AWS, obtained a short-term
revolving loan from AT&T, which is included in "Short-term debt due to AT&T" in
the accompanying combined balance sheets. At December 31, 2000, the amount
outstanding under the loan was $638, paying interest monthly at the average
seven-day commercial paper rate, which was 8.37% at December 31, 2000. The loan
was repaid in full in January 2001.

Changes in combined attributed net assets prior to the April 2000 offering
primarily represented net transfers to or from AT&T, after giving effect to the
net income or loss of AT&T Wireless Group during the period, and were assumed to
be settled in cash. AT&T's capital contributions for purchase business
combinations and initial investments in joint ventures and partnerships which
AT&T attributed to AT&T Wireless Group have been treated as noncash transactions
prior to the offering.

AT&T performs cash management functions on behalf of AT&T Wireless Group.
Substantially all of AT&T Wireless Group's cash balances are swept to AT&T on a
daily basis, where they are managed and invested by AT&T. Prior to the offering
of AT&T Wireless Group tracking stock, transfers of cash to and from AT&T were
reflected as a component of combined attributed net assets, with no interest
income or expense reflected. Subsequent to the offering, transfers were
reflected as changes in the note receivable from or short-term debt payable to
AT&T. Cash balances maintained and reported by AT&T Wireless Group primarily
represent cash balances for which no right of offset exists with AT&T. Any
remaining outstanding balance on the intercompany note receivable from AT&T is
intended to be repaid by AT&T prior to the split-off.

General corporate overhead related to AT&T's corporate headquarters and common
support divisions has been allocated to AT&T Wireless Group as it was not deemed
practicable to specifically identify such common costs to AT&T Wireless Group.
These allocations were based on the ratio of AT&T Wireless Group's external
costs and expenses to AT&T's consolidated external costs and expenses, adjusted
for any functions that AT&T Wireless Group performs on its own. However, the
costs of these services charged to AT&T Wireless Group are not necessarily
indicative of the costs that would have been incurred if AT&T Wireless Group had
performed these functions entirely as a stand-alone entity, nor are they
indicative of costs that will be charged or incurred in the future.
<PAGE>   9
         Consolidated income tax provision or benefit, related tax payments or
         refunds, and deferred tax balances of AT&T have been allocated to AT&T
         Wireless Group based principally on the taxable income and tax credits
         directly attributable to AT&T Wireless Group. These allocations reflect
         AT&T Wireless Group's contribution to AT&T's consolidated taxable
         income and the consolidated tax liability and tax credit position. The
         AT&T Common Stock Group and AT&T Wireless Group have entered into a tax
         sharing agreement that provides for tax sharing payments based on the
         taxes or tax benefits of a hypothetical affiliated group consisting of
         AT&T Common Stock Group and AT&T Wireless Group. Based on this
         agreement, the consolidated tax liability before credits is allocated
         between the groups, based on each group's contribution to consolidated
         taxable income of the hypothetical group. For purposes of the tax
         sharing agreement, the 9% cumulative preferred stock held by AT&T is
         treated as if it were an intercompany debt instrument and, accordingly,
         tax sharing payments are calculated by treating coupon payments on the
         preferred stock as interest expense to AT&T Wireless Group and interest
         income to AT&T Common Stock Group. Consolidated tax credits of the
         hypothetical group are allocated between groups based on each group's
         contribution to each tax credit.

(b)      SIGNIFICANT ACCOUNTING POLICIES

         Property, Plant and Equipment

         Effective January 1, 2001, AT&T Wireless Group implemented the results
         of a review of the estimated service lives of certain wireless
         communications equipment, primarily electronics. Lives were shortened
         to fully depreciate all such equipment within seven years. Similar
         equipment acquired after January 1, 2001, will have useful lives no
         longer than seven years. The impact of this change for the three months
         ended March 31, 2001, was an increase in depreciation expense of
         approximately $36 and a reduction in net income of approximately $22.

         Licensing Costs and Goodwill

         As a result of AT&T Wireless Group's evaluation of recent changes in
         the wireless telecommunications industry and the views of regulatory
         authorities, AT&T Wireless Group, effective January 1, 2001, will use
         an amortization period for all licensing costs and goodwill associated
         with newly acquired wireless operations not to exceed 25 years. This
         change did not have a material impact to AT&T Wireless Group's results
         of operations for the three months ended March 31, 2001.

         Financial Instruments

         In June 1998, the Financial Accounting Standards Board (FASB) issued
         Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
         for Derivative Instruments and Hedging Activities". Among other
         provisions, it 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 would 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" as an amendment to SFAS No. 133. This statement provides
         clarification with regard to certain implementation issues under SFAS
         No. 133 on specific types of hedges. The adoption of SFAS No. 133 in
         January 2001, did not have a material impact to AT&T Wireless Group's
         results of operations, financial position or cash flows.

<PAGE>   10
         Reclassifications

         Certain reclassifications have been made to prior year amounts to
         conform with current year presentations.

(c)      DOCOMO INVESTMENT

         In January 2001, NTT DoCoMo, a leading Japanese wireless communications
         company, invested $9.8 billion in a security of AT&T that, like AT&T
         Wireless Group tracking stock, is intended to reflect a portion of the
         financial performance and economic value of AT&T Wireless Group. AT&T
         Wireless Group, through AWS and AWG, was allocated $6.2 billion of the
         gross proceeds from DoCoMo's $9.8 billion investment in AT&T.
         Additionally, AT&T Wireless Group was allocated $18 of costs associated
         with the transaction. AT&T retained the remaining $3.6 billion of the
         DoCoMo investment proceeds as consideration for the reduction in AT&T's
         retained portion of AT&T Wireless Group's value. Following the
         split-off, this investment will be converted into approximately 16% of
         AT&T Wireless Services' common shares. DoCoMo also received warrants at
         an exercise price of $35 per AT&T Wireless Group tracking share
         equivalent that would represent an approximate additional 1.6% of AT&T
         Wireless Services' common shares after the split-off. As part of this
         investment, AT&T Wireless Group, through AWS, has entered into a
         strategic alliance with DoCoMo to develop mobile multimedia services on
         a global-standard, high-speed wireless network. DoCoMo may require the
         repurchase of its investment at DoCoMo's original purchase price, plus
         interest, if AT&T does not complete the split-off by specified dates
         beginning January 1, 2002, or if AT&T Wireless Group fails to meet
         specified technological milestones.

(d)      INVESTMENTS

         On February 8, 2001, AT&T Wireless Group, through AWS, completed its
         previously announced transaction with Dobson Communications
         Corporation. AT&T Wireless Group purchased $200 in Series AA preferred
         stock from Dobson, which has a liquidation preference of $1,000 per
         share and is exchangeable into Series A convertible preferred stock. If
         the Series AA preferred stock is exchanged into Series A convertible
         preferred stock, AT&T Wireless Group will increase its ownership
         interest in Dobson, on an as converted to common stock basis, from its
         current ownership of 4.6% to approximately 11.6%.

(e)      LONG-TERM DEBT

         On March 6, 2001, AT&T Wireless Group, through AWS, completed a private
         placement of $6.5 billion in unsecured and unsubordinated Senior Notes
         with maturity dates from March 1, 2006 to March 1, 2031. The notes pay
         interest at fixed rates ranging from 7.350% to 8.750% per annum,
         payable semi-annually and include customary covenants. The notes
         include registration rights, such that AWS is required to exchange the
         notes for a new issue of notes registered under the Securities Act of
         1933 and are to be declared effective no later than 240 days after the
         issue date. AT&T Wireless Group had $38 of interest expense for the
         quarter ended March 31, 2001 related to these notes.

         On March 23, 2001, AT&T Wireless Group, through AWS, entered into
         Competitive Advance and Revolving Credit Facilities (the "Facilities")
         in the aggregate amount of $2.5 billion consisting of an up to $1.25
         billion 364-day Competitive Advance and Revolving Credit Facility and
         an up to $1.25 billion Five-Year Competitive Advance and Revolving
         Credit Facility. The Facilities are subject to a facility fee ranging
         from 8 to 30 basis points, payable quarterly on the total commitment,
         used or unused. The facility fees are based on the respective agreement
         and will fluctuate based on AT&T Wireless Group's Senior Notes rating.
         The Facilities are also subject to a utilization fee of 12.5 basis
<PAGE>   11
         points if borrowings exceed certain levels as defined in the agreement.
         The Facilities bear interest at variable rates based upon, in various
         cases, (i) LIBOR plus 32.5 to 100 basis points depending on AT&T
         Wireless Group's Senior Notes rating, or (ii) the greater of the prime
         rate or the Federal funds effective rate plus 50 basis points. The
         Facilities are to be used for general corporate purposes and are
         subject to customary covenants, representations and warranties and
         events of default. In addition, the Facilities contain financial
         covenants requiring AT&T Wireless Group to maintain certain financial
         ratios and prohibit AWS from declaring and/or paying dividends prior to
         the split-off. The Facilities also specifies limitations on AT&T's and
         AT&T Wireless Group's ability to consummate the split-off including a
         provision that it will constitute an event of default if the split-off
         is consummated without obtaining a favorable tax ruling from the IRS or
         an unqualified tax opinion that the split-off will qualify as a
         tax-free transaction. In addition, the existence of an obligation by
         AT&T Wireless Group to repurchase equity interests from DoCoMo may
         under certain circumstances constitute an event of default. No amounts
         had been borrowed under the Facilities at March 31, 2001.

(f)      COMMITMENTS

         In the normal course of business, AT&T Wireless Group is subject to
         proceedings, lawsuits and other claims. Such matters are subject to
         many uncertainties and outcomes are not predictable with assurance.
         Consequently, AT&T Wireless Group is unable to ascertain the ultimate
         aggregate amount of monetary liability or financial impact with respect
         to these matters at March 31, 2001. AT&T Wireless Group also makes
         routine filings with the Federal Communications Commission and the
         state regulatory authorities. These matters could affect the operating
         results of any one quarter when resolved in future periods. However,
         AT&T Wireless Group believes that after final disposition any monetary
         liability or financial impact as of March 31, 2001, would not be
         material to the combined financial statements.

         During January 2001, AT&T closed its previously announced agreement
         with DoCoMo. Pursuant to this agreement, DoCoMo may require the
         repurchase of its investment at DoCoMo's original purchase price, plus
         interest, if AT&T does not complete the split-off by specified dates
         beginning January 1, 2002, or if AT&T Wireless Group fails to meet
         specified technological milestones. See Note (c) for further discussion
         related to the DoCoMo investment.

         AT&T Wireless Group has various purchase commitments for network
         equipment as well as handsets, related to the development of its
         next-generation strategy. Those commitments totaled $2.2 billion as of
         March 31, 2001. These commitments expire between 2001 and 2004.

         During November 2000, AT&T Wireless Group joined with others in the
         formation of a venture, Alaska Native Wireless, which participated in
         the Federal Communication Commission's recent auction of license
         spectrum in the 1900 megahertz band, which is used to provide wireless
         services. In January 2001, the auction was completed, and Alaska Native
         Wireless was the high bidder on approximately $2.9 billion in licenses.
         AT&T Wireless Group has committed to fund $2.6 billion to Alaska Native
         Wireless to fund Alaska Native Wireless' purchase of licenses. As of
         March 31, 2001, AT&T Wireless Group funded approximately $309 of the
         commitment through a combination of a non-controlling equity interest
         and debt securities of Alaska Native Wireless. The remaining
         approximate $2.3 billion of additional funding will be made when such
         licenses are granted, and will take the form of non-convertible notes
         of Alaska Native Wireless. At the fifth anniversary of the first date
         on which licenses won in the auction are granted to Alaska Native
         Wireless, and in addition to other means by which they may transfer
<PAGE>   12




         their interests, the other owners of Alaska Native Wireless have the
         right to require AT&T Wireless Group to purchase their equity
         interests. If this right were exercised five years after license grant,
         the purchase price could be as much as approximately $950 and would be
         payable, at AT&T Wireless Group's option, in cash or marketable
         securities. The right to require AT&T Wireless Group to purchase these
         interests may be exercised before the five-year anniversary of the
         license grant if the conditions of certain FCC regulations restricting
         the free transferability of certain licenses offered in this auction
         are met earlier. If the right were exercised earlier, the purchase
         price would be calculated in generally the same way as if exercised at
         five years, except that a discount would be applied. In certain
         circumstances, if a winning bid of Alaska Native Wireless is rejected
         or if any license granted to it is revoked, AT&T Wireless Group would
         be obligated to compensate other owners for making capital available to
         the venture. In certain circumstances, if the grant of the licenses is
         challenged, AT&T Wireless Group may be obligated to purchase the
         interests of other owners. Depending on when such revocation or
         challenge takes place, the amount may be material but will be less than
         the $950 purchase price described above.

         AT&T Wireless Group also has various other purchase commitments for
         materials, supplies and other items incidental to the ordinary course
         of business which are not significant individually, nor in
         the aggregate.

(g)      RELATED PARTY TRANSACTIONS

         As discussed in Note (c), in January 2001, AT&T attributed a portion of
         the DoCoMo investment proceeds to AT&T Wireless Group in the form of an
         intercompany note receivable. Additionally, AT&T Wireless Group,
         through AWS and AWG, loaned the net proceeds from its offering of AWS
         Senior Notes in March 2001 (see Note (e)), to AT&T in the form of an
         intercompany note receivable. The intercompany note receivable was
         $10,588 at March 31, 2001 and is reflected in the accompanying combined
         balance sheets as "Note receivable from AT&T". It is intended that any
         outstanding balance on the note receivable from AT&T will be repaid
         prior to the split-off.

         Intercompany interest income on the note receivable from AT&T for the
         three months ended March 31, 2001, totaled $77. The intercompany
         interest income was determined based upon the average daily balance
         outstanding at a rate equal to the 30 day commercial paper rate reset
         on the first day of each month, which was 5.615% at March 31, 2001, a
         rate designed to be equivalent to the rate the AT&T Wireless Group
         would receive if it were a stand-alone entity. The intercompany
         interest income is included within other income in the accompanying
         combined statements of operations.

         Intercompany debt to AT&T and interest expense was assumed based upon
         the methodology discussed in Note (a). Intercompany debt was $1,800 at
         March 31, 2001 and December 31, 2000. Intercompany interest expense was
         $40 and $72 for the three months ended March 31, 2001 and 2000,
         respectively, of which $33 and $24, respectively, was capitalized. As
         of March 31, 2001, $37 of intercompany interest payable to AT&T was
         included within other current liabilities on the accompanying combined
         balance sheets.

         The 9% cumulative preferred stock was $3.0 billion as of March 31, 2001
         and December 31, 2000. Dividend requirements were $42 and $13 for the
         three months ended March 31, 2001 and 2000, respectively.

         AT&T Wireless Group, through AWS, purchases long distance and other
         network-related services from AT&T at market-based prices. For the
<PAGE>   13
         three months ended March 31, 2001 and 2000, these amounts totaled $63
         and $52, respectively. These amounts are reflected within costs of
         services in the accompanying combined statements of operations.

         AT&T has allocated general corporate overhead expenses, including
         finance, legal, marketing, use of the AT&T brand, planning and strategy
         and human resources to AT&T Wireless Group, as well as costs for AT&T
         employees who directly support the AT&T Wireless Group, amounting to
         $15 and $13 for the three months ended March 31, 2001 and 2000,
         respectively. These amounts are included within selling, general and
         administrative expenses in the accompanying combined statements
         of operations.

         Also included in selling, general and administrative expenses are
         charges paid to AT&T related to AT&T Wireless Group's direct sales
         force who were employees of AT&T, as well as commissions and marketing
         support costs reimbursed to AT&T for costs incurred to acquire
         customers on our behalf. Effective April 1, 2000, the aforementioned
         sales force became employees of AT&T Wireless Group, through AWS. These
         charges amounted to $60 for the three months ended March 31, 2000.

         AT&T Wireless Group, through AWS, purchases their administrative
         telephone services from AT&T. These amounts are included within
         selling, general and administrative expenses and totaled $42 and $24
         for the three months ended March 31, 2001 and 2000, respectively.

         AT&T Wireless Group, through AWS, sells receivables to AT&T for
         wireless customers whose wireless charges are combined ("bundled") with
         their long distance charges into one bill. Accounts receivable in the
         accompanying combined balance sheets included $77 as of March 31, 2001,
         and $97 as of December 31, 2000, associated with receivables from AT&T
         for these bundled customers. Selling, general and administrative
         expenses included $9 and $11 for the three months ended March 31, 2001
         and 2000, respectively, and costs of services included $9 and $10 for
         the three months ended March 31, 2001 and 2000, respectively, for the
         billing and collection fees charged by AT&T.

         AT&T Wireless Group, through AWS, utilizes the AT&T remittance
         processing organization to process customer payments into AT&T's
         lockbox. AT&T Wireless Group paid $7 and $5, to AT&T for reimbursement
         of its costs associated with these services for the three months ended
         March 31, 2001 and 2000, respectively. These costs are included in
         selling, general and administrative costs on the accompanying combined
         statements of operations.

(h)      RECENT ACCOUNTING PRONOUNCEMENTS

         In September 2000, the Financial Accounting Standards Board (FASB)
         issued SFAS No. 140, "Accounting for Transfers and Servicing of
         Financial Assets and Extinguishments of Liabilities - A Replacement of
         FASB No. 125". This statement provides accounting and reporting
         standards for transfers and servicing of financial assets and
         extinguishments of liabilities. Under these standards, after a transfer
         of financial assets, an entity recognizes the financial and servicing
         assets it controls and the liabilities it has incurred, derecognizes
         financial assets when control has been surrendered, and derecognizes
         liabilities when extinguished. This statement provides consistent
         standards for distinguishing transfers of financial assets that are
         sales from transfers that are secured borrowings. This statement is
         effective for transfers and servicing of financial assets and
         extinguishments of liabilities occurring after March 31, 2001. AT&T
         Wireless Group does not expect that the adoption of SFAS No. 140 will
         have a material impact on its results of operations, financial position
         or cash flows.
<PAGE>   14
(i)      SUBSEQUENT EVENTS

         On April 27, 2001, AT&T completed the sale of its entire interest in
         Japan Telecom for approximately $1.35 billion in cash. AT&T attributed
         $.5 billion of the net after-tax proceeds from the sale to AT&T
         Wireless Group. AT&T Wireless Group recognized an after-tax gain of
         $298 associated with the transaction, which was recorded in net equity
         earnings from investments in the second quarter of 2001.

         During the first quarter of 2001, AT&T Wireless Group, through AWS,
         made unsecured term loans to Rogers Wireless to pay for spectrum it
         successfully bid upon in the recently completed Canadian spectrum
         auctions. In April 2001, Rogers Wireless effected a rights offering of
         its equity securities in which AT&T Wireless Group's joint venture with
         British Telecommunications, JVII, participated. The participation
         increased JVII's ownership interest in Rogers Wireless to 34.36%. AT&T
         Wireless Group funded the purchase on behalf of JVII by offsetting it
         against the unsecured, interest bearing note made by AWS. This
         transaction resulted in AT&T Wireless Group obtaining a controlling
         interest of JVII, as well as increasing the indirect ownership
         percentage in Rogers Wireless. As a result of the consolidation of
         JVII, which holds the equity interest in Rogers Wireless, AT&T Wireless
         Group's investments in unconsolidated subsidiaries, as well as minority
         interest liability, increased approximately $420 in April 2001.