SEC Info - Sprint Corp - ‘10-Q’ for 9/30/98

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Sprint Corp – ‘10-Q’ for 9/30/98

As of: Monday, 11/2/98 · For: 9/30/98 · Accession #: 101830-98-62 · File #: 1-04721

  As Of                Filer                Filing    For·On·As Docs:Size

11/02/98  Sprint Corp                       10-Q        9/30/98    5:512K

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Sprint Corporation Form 10-Q                          32    158K 
 2: EX-4        Indenture                                            124±   614K 
 3: EX-10       Summary of Benefits                                    2±     9K 
 4: EX-12       Computation of Ratio of Earnings to Fixed Charges      1      8K 
 5: EX-27       FDS 9/30/98 - Exhibit 27                               1      6K

10-Q — Sprint Corporation Form 10-Q
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities Defaults Upon Senior Securities Emerging Businesses Exhibits and Reports on Form 8-K Financial Statements Integrated On-demand Network Legal Proceedings Liquidity and Capital Resources Net Operating Revenues Other Information Other Revenues Restructuring and Recapitalization Plans Segmental Results of Operations Strategic Initiatives Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Financial Statements
13	Strategic Initiatives
"	Restructuring and Recapitalization Plans
14	Integrated On-demand Network
"	Emerging Businesses
16	Segmental Results of Operations
"	Net Operating Revenues
19	Other Revenues
24	Liquidity and Capital Resources
29	Item 1. Legal Proceedings
"	Item 2. Changes in Securities
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 32 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended           September 30, 1998                     
                  ------------------------------------

OR

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                            

Commission file number                          1-4721                          

SPRINT CORPORATION
(Exact name of registrant as specified in its charter)

KANSAS                                     48-0457967 
(State or other jurisdiction of incorporation          (IRS Employer            
or organization)                              Identification No.) 

P.O. Box 11315, Kansas City, Missouri 64112 
--------------------------------------------------------------------------------
(Address of principal executive offices)  

(913) 624-3000  
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)  

--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since 
last report)  

     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                                                            

COMMON SHARES OUTSTANDING AT SEPTEMBER 30, 1998:
COMMON STOCK 344,499,108
 CLASS A COMMON STOCK 86,236,036

10-Q 2nd Page of 32 TOC 1st Previous Next ↓Bottom Just 2nd
SPRINT CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1998

 INDEX

                                                        [Enlarge/Download Table]


                                                                                                 Page           
                                                                                       -------------------------

Part I - Financial Information                                                                                  

             Item 1.  Financial Statements                                                                      

                                                                                                                
                       Consolidated Balance Sheets                                                1             

                       Consolidated Statements of Income                                          3             

                       Consolidated Statements of Comprehensive Income                            4             

                       Consolidated Statements of Cash Flows                                      5             

                       Consolidated Statement of Common Stock and Other Shareholders'                           
                           Equity                                                                 6             

                       Condensed Notes to Consolidated Financial Statements                       7             

             Item 2.  Management's Discussion and Analysis of Financial Condition and                           
                      Results of Operations                                                       11            

             Item 3.  Quantitative and Qualitative Disclosures About Market Risk                  26            

Part II - Other Information                                                                                     

             Item 1.  Legal Proceedings                                                           27            

             Item 2.  Changes in Securities                                                       27            

             Item 3.  Defaults Upon Senior Securities                                             27            

             Item 4.  Submission of Matters to a Vote of Security Holders                         27            

             Item 5.  Other Information                                                           27            

             Item 6.  Exhibits and Reports on Form 8-K                                            27            

Signature                                                                                         29            

Exhibits                                                                                                        


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                                                                                                            PART I. 
                                                                                                            Item 1. 

CONSOLIDATED BALANCE SHEETS                                                                      SPRINT CORPORATION 
(in millions, except per share data)                                                                                
-------------------------------------------------------------------------- -------------------- --- ----------------
                                                                              September 30,          December 31,   
                                                                                  1998                   1997       
-------------------------------------------------------------------------- -------------------- --- ----------------
                                                                               (unaudited)                          

Assets                                                                                                              
Current assets                                                                                                      
                                                                                                                    
   Cash and equivalents                                                    $           47.7     $          101.7    
   Accounts receivable, net of allowance for doubtful accounts of $166.0                                            
     and $146.7                                                                     2,515.8              2,495.6    
   Inventories                                                                        349.9                352.0    
   Prepaid expenses                                                                   216.3                159.1    
   Notes and other receivables                                                        542.5                464.6    
   Other                                                                              206.4                199.6    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------
   Total current assets                                                             3,878.6              3,772.6    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------

Investments in equity securities                                                      420.2                303.0    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------

Property, plant and equipment                                                                                       
   Long distance division                                                           9,133.0              8,245.5    
   Local division                                                                  14,817.2             14,011.5    
   Other                                                                            2,309.2                953.9    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------
   Total property, plant and equipment                                             26,259.4             23,210.9    
   Less accumulated depreciation                                                   12,757.2             11,716.8    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------
   Net property, plant and equipment                                               13,502.2             11,494.1    

Investments in and advances to affiliates                                           1,109.4              1,427.5    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------
Other assets                                                                        1,543.4              1,187.6    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------

Total                                                                      $       20,453.8     $       18,184.8    
                                                                           ---- --------------- ---- ---------------

                      See accompanying Condensed Notes to Consolidated Financial Statements.                        

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                                                                                                            PART I. 
                                                                                                            Item 1. 

CONSOLIDATED BALANCE SHEETS (continued)                                                          SPRINT CORPORATION 
(in millions, except per share data)                                                                                
-------------------------------------------------------------------------- -------------------- --- ----------------
                                                                              September 30,          December 31,   
                                                                                  1998                   1997       
-------------------------------------------------------------------------- -------------------- --- ----------------
                                                                               (unaudited)                          
Liabilities and Shareholders' Equity                                                                                
Current liabilities                                                                                                 
                                                                                                                    
   Current maturities of long-term debt                                    $           80.6     $          131.0    
   Accounts payable                                                                 1,099.0              1,100.1    
   Accrued interconnection costs                                                      564.7                672.7    
   Accrued taxes                                                                      399.2                270.7    
   Advance billings                                                                   213.3                202.9    
   Other                                                                              849.0                699.4    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------
   Total current liabilities                                                        3,205.8              3,076.8    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------

Construction obligations                                                              429.0                 -       
-------------------------------------------------------------------------- ---- --------------- ---- ---------------
Long-term debt                                                                      5,039.8              3,748.6    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------

Deferred credits and other liabilities                                                                              
   Deferred income taxes and investment tax credits                                 1,029.2              1,016.5    
   Postretirement and other benefit obligations                                     1,067.4                947.4    
   Other                                                                              380.3                370.3    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------
   Total deferred credits and other liabilities                                     2,476.9              2,334.2    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------

Common stock and other shareholders' equity                                                                         
   Common stock, par value $2.50 per share, 1,000.0 shares authorized,                                              
     350.3 shares issued, and 344.5 and 343.8 shares outstanding                      875.7                875.7    
   Class A common stock, par value $2.50 per share, 500.0 shares                                                    
     authorized, 86.2 shares issued and outstanding                                   215.6                215.6    
   Capital in excess of par or stated value                                         4,490.8              4,457.7    
   Retained earnings                                                                4,012.7              3,693.1    
   Treasury stock, at cost, 5.8 and 6.5 shares                                       (396.1)              (292.9)   
   Accumulated other comprehensive income                                             114.3                107.9    
   Other                                                                              (10.7)               (31.9)   
-------------------------------------------------------------------------- ---- --------------- ---- ---------------
   Total common stock and other shareholders' equity                                9,302.3              9,025.2    
-------------------------------------------------------------------------- ---- --------------- ---- ---------------

Total                                                                      $       20,453.8     $       18,184.8    
                                                                           ---- --------------- ---- ---------------

                      See accompanying Condensed Notes to Consolidated Financial Statements.                        


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                                                                                                            PART I.
                                                                                                            Item 1.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)                                                  SPRINT CORPORATION  
(in millions, except per share data)                                                                               
-------------------------------------------- ---------------------------------- ---------------------------------- 
                                                       Quarter Ended                      Year-to-Date             
                                                       September 30,                      September 30,            
-------------------------------------------- ---------------------------------- ---------------------------------- 
                                                     1998             1997              1998             1997      
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 

                                                                                                                   
Net Operating Revenues                       $       4,062.2   $      3,778.9   $      11,940.3   $     11,024.9   

Operating Expenses                                                                                                 
   Costs of services and products                    1,915.5          1,879.2           5,691.3          5,523.7   
   Selling, general and administrative                 979.6            823.9           2,802.0          2,395.1   
   Depreciation and amortization                       493.0            435.1           1,429.1          1,265.2   
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 
   Total operating expenses                          3,388.1          3,138.2           9,922.4          9,184.0   
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 

Operating Income                                       674.1            640.7           2,017.9          1,840.9   

Interest expense                                       (57.6)           (49.6)           (185.6)          (135.1)  
Equity in loss of Global One                           (33.1)           (41.0)           (120.0)           (88.3)  
Equity in loss of Sprint PCS                          (250.5)          (186.9)           (686.5)          (408.8)  
Other income (expense), net                             10.1             (2.9)             48.6             51.8   
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 
Income before income taxes and                                                                                     
   extraordinary item                                  343.0            360.3           1,074.4          1,260.5   

Income taxes                                          (103.7)          (148.6)           (405.1)          (502.9)  
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 

Income before extraordinary item                       239.3            211.7             669.3            757.6   

Extraordinary item, net                                  -                -                (4.4)             -     
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 

Net Income                                             239.3            211.7             664.9            757.6   

Preferred stock dividends                               (0.3)            (0.3)             (0.8)            (0.8)  
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 

Earnings applicable to common stock          $         239.0   $        211.4   $         664.1   $        756.8   
                                             --- ------------- -- ------------- --- ------------- -- ------------- 

Diluted Earnings per Common Share                                                                                  
Income before extraordinary item             $          0.54   $         0.49   $          1.52   $         1.74   
Extraordinary item                                       -                -               (0.01)             -     
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 
Total                                        $          0.54   $         0.49   $          1.51   $         1.74   
                                             --- ------------- -- ------------- --- ------------- -- ------------- 

Diluted weighted average common shares                 439.5            435.8             438.7            436.1   
                                             --- ------------- -- ------------- --- ------------- -- ------------- 

Basic Earnings per Common Share                                                                                    
Income before extraordinary item             $          0.55   $         0.49   $          1.55   $         1.76   
Extraordinary item                                       -                -               (0.01)             -     
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 
Total                                        $          0.55   $         0.49   $          1.54   $         1.76   
                                             --- ------------- -- ------------- --- ------------- -- ------------- 

Basic weighted average common shares                   431.6            429.9             430.7            430.3   
                                             --- ------------- -- ------------- --- ------------- -- ------------- 

Dividends per Common Share                   $          0.25   $         0.25   $          0.75   $         0.75   
                                             --- ------------- -- ------------- --- ------------- -- ------------- 

                      See accompanying Condensed Notes to Consolidated Financial Statements.                       

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                                                                                                            PART I.
                                                                                                            Item 1.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)                                    SPRINT CORPORATION  
(in millions)                                                                                                      
-------------------------------------------- ---------------------------------- ---------------------------------- 
                                                       Quarter Ended                      Year-to-Date             
                                                       September 30,                      September 30,            
-------------------------------------------- ---------------------------------- ---------------------------------- 
                                                   1998             1997              1998             1997        
-------------------------------------------- ----------------- ---------------- ----------------- ---------------- 

                                                                                                                   
Net Income                                   $      239.3      $     211.7      $      664.9      $     757.6      
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 

Other Comprehensive Income                                                                                         
   Unrealized holding gains                                                                                        
     (losses)on securities                           (0.1)             2.6              13.3              7.0      
   Tax expense                                        -               (1.0)             (4.8)            (2.7)     
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 
   Net unrealized holding gains (losses)                                                                           
     on securities                                   (0.1)             1.6               8.5              4.3      
   Foreign currency translation adjustments           -                2.0              (2.1)             7.8      
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 

   Total other comprehensive income                  (0.1)             3.6               6.4             12.1      
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- ------------- 

Comprehensive Income                         $      239.2      $     215.3      $      671.3      $     769.7      
                                             --- ------------- -- ------------- --- ------------- -- ------------- 

                      See accompanying Condensed Notes to Consolidated Financial Statements.                       

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                                                                                                            PART I.
                                                                                                            Item 1.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)                                              SPRINT CORPORATION  
(in millions)                                                                                                      
------------------------------------------------------------------------------- --- ------------- -- ------------- 
Year-to-Date September 30,                                                              1998             1997      
------------------------------------------------------------------------------- --- ------------- -- ------------- 

Operating Activities                                                                                               
                                                                                                                   
Net income                                                                      $        664.9    $       757.6    
Adjustments to reconcile net income to net cash provided by                                                        
   operating activities:                                                                                           
     Equity in net losses of affiliates                                                  824.9            506.9    
     Depreciation and amortization                                                     1,429.1          1,265.2    
     Deferred income taxes and investment tax credits                                     20.8            217.2    
     Changes in assets and liabilities:                                                                            
       Accounts receivable, net                                                          (20.2)           (92.9)   
       Inventories and other current assets                                              (28.0)           (37.2)   
       Accounts payable and other current liabilities                                    126.9           (195.5)   
       Noncurrent assets and liabilities, net                                            (69.0)           (14.3)   
     Other, net                                                                            0.6              3.7    
------------------------------------------------------------------------------- --- ------------- -- ------------- 
Net cash provided by operating activities                                              2,950.0          2,410.7    
------------------------------------------------------------------------------- --- ------------- -- ------------- 

Investing Activities                                                                                               
Capital expenditures                                                                  (2,992.1)        (1,903.9)   
PCS licenses purchased                                                                     -             (460.1)   
Investments in and loans to affiliates, net                                             (702.4)          (508.5)   
Paranet acquisition                                                                        -             (375.0)   
Other, net                                                                               (14.0)            33.8    
------------------------------------------------------------------------------- --- ------------- -- ------------- 
Net cash used by investing activities                                                 (3,708.5)        (3,213.7)   
------------------------------------------------------------------------------- --- ------------- -- ------------- 

Financing Activities                                                                                               
Proceeds from long-term debt                                                             945.6              -      
Payments on long-term debt                                                              (246.7)          (110.6)   
Change in construction obligations                                                       429.0              -      
Net change in short-term borrowings                                                        -              194.7    
Dividends paid                                                                          (291.6)          (274.5)   
Treasury stock purchased                                                                (235.4)          (128.8)   
Other, net                                                                               103.6             81.0    
------------------------------------------------------------------------------- --- ------------- -- ------------- 
Net cash provided (used) by financing activities                                         704.5           (238.2)   
------------------------------------------------------------------------------- --- ------------- -- ------------- 

Decrease in Cash and Equivalents                                                         (54.0)        (1,041.2)   

Cash and Equivalents at Beginning of Period                                              101.7          1,150.6    
------------------------------------------------------------------------------- --- ------------- -- ------------- 

Cash and Equivalents at End of Period                                           $         47.7    $       109.4    
                                                                                --- ------------- -- ------------- 

                      See accompanying Condensed Notes to Consolidated Financial Statements.                       

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                                                                                                            PART I. 
                                                                                                            Item 1. 

CONSOLIDATED STATEMENT OF COMMMON STOCK AND OTHER SHAREHOLDERS'EQUITY                            SPRINT CORPORATION 
(Unaudited)                                                                                                         
(in millions)                                                                                                       
--------------------------------------------------------------------------------------------------------------------
Year-to-Date September 30, 1998                                                                                     
--------------------------------------------------------------------------------------------------------------------

                                            Capital                                                                 
                                            in                                   Accumulated                        
                                Class A     Excess                                  Other                           
                    Common      Common      of Par      Retained    Treasury    Comprehensive                       
                    Stock       Stock       or          Earnings     Stock         Income        Other      Total   
                                            Stated                                                                  
                                            Value                                                                   
--------------------------------------------------------------------------------------------------------------------

Beginning 1998                                                                                                      
                                                                                                                    
   Balance         $  875.7    $   215.6   $4,457.7   $  3,693.1  $   (292.9) $      107.9     $   (31.9)$ 9,025.2  

Net income              -            -          -          664.9         -             -            -        664.9  
Common stock                                                                                                        
   dividends            -            -          -         (258.6)        -             -            -       (258.6) 
Class A common                                                                                                      
   stock dividends      -            -          -          (64.7)        -             -            -        (64.7) 
Treasury stock                                                                                                      
   purchased            -            -          -            -        (260.2)          -            -       (260.2) 
Treasury stock                                                                                                      
   issued               -            -          0.5        (12.8)      149.4           -            -        137.1  
Other, net              -            -         32.6         (9.2)        7.6           6.4         21.2       58.6  
--------------------------------------------------------------------------------------------------------------------
September 1998                                                                                                      
   Balance         $  875.7    $   215.6   $4,490.8   $  4,012.7  $   (396.1) $      114.3     $  (10.7) $ 9,302.3  
                   -------------------------------------------------------------------------------------------------

                      See accompanying Condensed Notes to Consolidated Financial Statements.                        

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                                                                         PART I.
                                                                         Item 1.

CONDENSED NOTES TO CONSOLIDATED                                                 
FINANCIAL STATEMENTS (Unaudited)                              SPRINT CORPORATION

The information in this Form 10-Q has been prepared  according to Securities and
Exchange   Commission  (SEC)  rules  and  regulations.   In  our  opinion,   the
consolidated  interim financial  statements reflect all adjustments  (consisting
only of normal recurring accruals) needed to fairly present Sprint Corporation's
consolidated  financial  position,   results  of  operations,   cash  flows  and
comprehensive income.                                                           

Certain information and footnote  disclosures  normally included in consolidated
financial   statements  prepared  according  to  generally  accepted  accounting
principles (GAAP) have been condensed or omitted.  As a result,  you should read
these financial statements along with Sprint Corporation's 1997 Annual Report on
Form 10-K. Operating results for the 1998 year-to-date period do not necessarily
represent  the results  that may be expected  for the year ending  December  31,
1998.                                                                           

1.  Basis of Consolidation                                                      

The consolidated financial statements include the accounts of Sprint Corporation
and its wholly owned and majority-owned subsidiaries. Investments in entities in
which Sprint has significant influence,  but does not control, are accounted for
using the equity method (see Note 3).                                           

The  consolidated  financial  statements  are  prepared  based  on  GAAP.  These
principles  require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities,  the disclosure of contingent assets
and  liabilities,  and the  reported  amounts of revenues and  expenses.  Actual
results could differ from those estimates.                                      

Certain   prior-year   amounts  have  been   reclassified   to  conform  to  the
current-period  presentation.  These  reclassifications  had  no  effect  on the
results of operations or shareholders' equity as previously reported.           

2.  Restructuring and Recapitalization Plans                                    

Sprint has entered into a restructuring agreement with Tele-Communications, Inc.
(TCI),  Comcast  Corporation  (Comcast)  and  Cox  Communications,   Inc.  (Cox)
(together,   the  Cable  Parents)  to  restructure  Sprint's  wireless  personal
communication  services (PCS)  operations (the PCS  Restructuring).  Sprint will
acquire the joint venture  interests of TCI,  Comcast and Cox in Sprint Spectrum
Holding Company, L.P. and MinorCo, L.P. (together, Sprint Spectrum Holdings) and
the joint  venture  interests of TCI and Cox in  PhillieCo  Partners I, L.P. and
PhillieCo Partners II, L.P. (together,  PhillieCo).  In exchange for these joint
venture interests,  Sprint will issue the Cable Parents a newly created class of
Sprint  common  stock  (the PCS  Stock).  The PCS Stock is  intended  to reflect
separately  the  performance  of  these  joint  ventures  and the  domestic  PCS
operations of Sprint's wholly-owned subsidiaries,  SprintCom, Inc. and SprintCom
Equipment Company, L.P. (together, SprintCom). These operations, which after the
PCS  Restructuring  will be 100% owned by Sprint  (subject  to a 40.8%  minority
interest in the entity holding the PCS license for and conducting  operations in
the Los Angeles/San Diego/Las Vegas area), will be referred to as the PCS Group.

The FON Stock, which will be created in a tax-free recapitalization, is intended
to reflect the  performance of all of Sprint's other  operations,  including its
long  distance  and local  divisions  as well as the  product  distribution  and
directory publishing businesses, non-PCS emerging businesses and its interest in
Global One. These operations will be referred to as the FON Group.              

These transactions are subject to shareholder approval.  The shareholder meeting
to vote on the proposal has been scheduled for November 13, 1998. If shareholder
approval is  obtained,  the PCS  Restructuring  is expected to close in the 1998
fourth quarter.                                                                 

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3.  Investments                                                                 

Sprint is a 40%  partner  in Sprint  Spectrum  Holdings  and a 47.1%  partner in
PhillieCo  (together,  Sprint PCS).  Sprint PCS is building  the nation's  first
single-technology,  state-of-the-art  wireless network to provide PCS across the
United States.                                                                  

Sprint is also a partner in Global One, a joint venture with Deutsche Telekom AG
(DT) and France  Telecom  S.A.  (FT).  The joint  venture  was formed to provide
seamless  telecommunications  services  to  business,  residential  and  carrier
markets worldwide. Sprint is a one-third partner in Global One's operating group
serving Europe  (excluding France and Germany) and a 50% partner in Global One's
operating  group for the  worldwide  activities  outside  the United  States and
Europe.                                                                         

Combined,   summarized  financial  information  (100%  basis)  of  all  entities
accounted for using the equity method was as follows:                           

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                                                       Quarter Ended                      Year-to-Date            
                                                       September 30,                      September 30,           
                                             ---------------------------------- ----------------------------------
                                                     1998             1997              1998             1997     
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------
                                                                        (in millions)                             
Results of operations                                                                                             
                                                                                                                  
  Net operating revenues                     $       948.5     $       657.8    $      2,468.6    $     1,645.9   
                                             --- ------------- -- ------------- --- ------------- -- -------------
  Net operating loss                         $      (672.3)    $      (607.3)   $     (1,831.7)   $    (1,342.1)  
                                             --- ------------- -- ------------- --- ------------- -- -------------
  Net loss                                   $      (810.6)    $      (633.1)   $     (2,187.4)   $    (1,515.9)  
                                             --- ------------- -- ------------- --- ------------- -- -------------
Sprint's net losses in affiliates            $      (301.3)    $      (226.7)   $       (826.1)   $      (490.7)  
                                             --- ------------- -- ------------- --- ------------- -- -------------

4.  Income Taxes                                                                

The differences that caused Sprint's effective income tax rates to vary from the
35% statutory federal rate were as follows:                                     

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                                                                                          Year-to-Date            
                                                                                          September 30,           
                                                                                ----------------------------------
                                                                                        1998             1997     
------------------------------------------------------------------------------- --- ------------- -- -------------
                                                                                          (in millions)           
                                                                                                                  
Income tax expense at the statutory rate                                        $        376.0     $      441.2   
Less investment tax credits included in income                                             1.0              2.9   
                                                                                --- ------------- -- -------------
Expected federal income taxes after investment tax credits                               375.0            438.3   
Effect of:                                                                                                        
  State income taxes, net of federal income tax effect                                    27.5             45.9   
  Equity in losses of foreign joint ventures                                              10.5             24.2   
  Other, net                                                                              (7.9)            (5.5)  
------------------------------------------------------------------------------- --- ------------- -- -------------

Income tax expense, including investment tax credits                            $        405.1     $      502.9   
                                                                                --- ------------- -- -------------

Effective income tax rate                                                                 37.7%            39.9%  
                                                                                --- ------------- -- -------------

5.  Borrowings                                                                  

During the first nine months of 1998, Sprint increased its short-term borrowings
by $946 million.  The weighted  average  interest  rate of Sprint's  outstanding
short-term  borrowings at the end of September 1998 was 5.8%. These  borrowings,
however,  have been  classified as long-term debt because of Sprint's intent and
ability,  through  unused credit  facilities,  to refinance  them on a long-term
basis. Sprint also increased its construction  obligations by $429 million since
year-end 1997.                                                                  

10-Q 11th Page of 32 TOC 1st Previous Next ↓Bottom Just 11th
In August  1998,  Sprint  entered  into new  revolving  credit  facilities  with
syndicates of banks totaling $5.0 billion.  These  facilities  support  Sprint's
commercial  paper  operations  and replace its previous  $1.5 billion  revolving
credit  facility.  At September 30, 1998, $3.6 billion was available under these
facilities.                                                                     

In October 1998,  Sprint filed a shelf  registration  statement with the SEC for
$8.0 billion of debt securities. This replaced $1.0 billion of Sprint's previous
shelf registration statements,  which had totaled $1.1 billion. Sprint currently
expects to offer up to $3 billion under the new shelf at approximately  the same
time as the PCS Restructuring.                                                  

6.  Litigation, Claims and Assessments                                          

In December 1996, an  arbitration  panel entered a $61 million award in favor of
Network 2000 Communications  Corporation on its breach of contract claim against
Sprint. The arbitrators directed Sprint to pay one-half of this award to Network
2000. The remainder was directed to be paid to the Missouri state court in which
a proposed class action by Network 2000's independent marketing  representatives
against Network 2000 and Sprint is pending.                                     

In June 1997,  Sprint recorded  additional  expense of $20 million.  This charge
related to the  settlement of both the class action  lawsuit  against Sprint and
Network  2000 and the related  claims of Network 2000  against  Sprint.  In June
1998, the court approved the class action settlement; however, a small number of
potential class members chose not to be a part of that settlement and have filed
a separate  lawsuit  asserting  their  individual  claims.  Some potential class
members  have  indicated  that  they  intend  to  appeal  the  approval  of  the
settlement, which would delay final approval.                                   

Other  suits  arising in the  ordinary  course of business  are pending  against
Sprint. We cannot predict the final outcome of these actions but we believe they
will not be material to Sprint's consolidated financial statements.             

7.  Supplemental Cash Flow Information                                          

                                                        [Enlarge/Download Table]

                                                                                            Year-to-Date           
                                                                                            September 30,          
                                                                                 -- -------------------------------
                                                                                        1998             1997      
-------------------------------------------------------------------------------- -- -------------  -- -------------
                                                                                          (in millions)            
Cash paid for:                                                                                                     
                                                                                                                   
   Interest (net of capitalized interest)                                        $       174.1     $      133.2    
                                                                                 -- -------------  -- -------------
   Income taxes                                                                  $       279.1     $      288.5    
                                                                                 -- -------------  -- -------------

Noncash activity:                                                                                                  
   Capital lease obligations                                                     $       438.1     $       30.1    
                                                                                 -- -------------  -- -------------
   Common stock issued under Sprint's Employee Stock Purchase Plan               $        73.9     $        -      
                                                                                 -- -------------  -- -------------

The capital  lease  activity in 1998  reflects the buildout of the SprintCom PCS
markets.                                                                        

8.  Earnings per Share                                                          

Dilutive securities,  such as options,  included in the diluted weighted average
common shares calculation  totaled 7.9 million shares for the 1998 third quarter
and 5.9 million shares for the 1997 third quarter.  Dilutive  securities totaled
8.0 million shares for the 1998  year-to-date  period and 5.8 million shares for
the same 1997 period.                                                           

9.  Comprehensive Income                                                        

In 1998,  Sprint  adopted  Statement  of  Financial  Accounting  Standards  130,
"Reporting  Comprehensive  Income." The statement  sets  standards for reporting
comprehensive  income and its  components.  Comprehensive  income  includes  all
changes in equity  during a period,  except those due to owner  investments  and
distributions.   It  includes  items  such  as  foreign   currency   translation
adjustments,  and unrealized gains and losses on available-for-sale  securities.
This  standard  does not change the display or  components  of  present-day  net
income;  rather,  comprehensive  income is  displayed  as a separate  statement,
Consolidated  Statements of Comprehensive  Income,  and as an additional item in
the Consolidated  Balance Sheets and the Consolidated  Statement of Common Stock
and Other Shareholders' Equity.                                                 

10-Q 12th Page of 32 TOC 1st Previous Next ↓Bottom Just 12th
10.  Recently Issued Accounting Pronouncement                                   

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards 133, "Accounting for Derivative  Instruments and
Hedging  Activities."  This standard  requires all derivatives to be recorded on
the balance sheet as either assets or liabilities and be measured at fair value.
Gains or losses from changes in the  derivative  values are to be accounted  for
based  on how the  derivative  was used  and  whether  it  qualifies  for  hedge
accounting. When adopted in January 2000, this statement is not expected to have
a material impact on Sprint's consolidated financial statements.                

11.  Subsequent Events                                                          

In October 1998,  Sprint's Board of Directors declared common and Class A common
stock dividends of $0.25 per share payable December 28, 1998.                   

In November 1998,  Sprint sold  approximately  80,000  residential  and business
access  lines in rural  Illinois for cash,  realizing an after-tax  gain of     
approximately $95 million.                                                      

10-Q 13th Page of 32 TOC 1st Previous Next ↓Bottom Just 13th
                                                                         PART I.
                                                                         Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF                       SPRINT CORPORATION
FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                   

General                                                                         

Sprint   Corporation,   with  its  subsidiaries,   includes  certain  estimates,
projections   and  other   forward-looking   statements   in  its  reports,   in
presentations to analysts and others, and in other publicly available  material.
Future performance cannot be ensured.  Actual results may differ materially from
those in forward-looking statements.  Factors that could cause actual results to
differ materially from estimates or projections contained in the forward-looking
statements include:                                                             

    - the effects of vigorous competition in the markets in which Sprint
operates;                                                   
        - the cost and business risks associated with entering and expanding new
          markets necessary  to provide  seamless  services  and to provide  new
services;                                                   
      - the uncertainties related to Sprint's investments in Sprint Spectrum
      Holding Company, L.P. and MinorCo, L.P. (together, Sprint Spectrum
         Holdings), PhillieCo Partners I, L.P. and PhillieCo Partners II, L.P.
(together, PhillieCo), Global One and other joint ventures; 
        - the impact of any unusual items resulting from ongoing  evaluations of
Sprint's  business  strategies;                             
        - requirements  imposed  on  Sprint  or latitude allowed its competitors
         by the Federal Communications Commission (FCC) or  state   regulatory
          commissions   under the Telecommunications  Act of 1996 (Telecom Act);
- unexpected  results of litigation filed against Sprint;       
       - the impact of the Year 2000 issue and any related  noncompliance; and
        - the possibility of one or more of the markets in which Sprint competes
          being impacted by changes in political, economic or other factors such
       as monetary policy, legal and regulatory  changes or other external
factors over which Sprint has no control.                   

The words  "estimate",  "project",  "intend",  "expect",  "believe"  and similar
expressions  are  intended  to  identify   forward-looking   statements.   These
forward-looking  statements are found at various places throughout  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations.  You
should not place undue reliance on these forward-looking statements, which speak
only  as of the  date of this  document.  Sprint  undertakes  no  obligation  to
publicly  release any revisions to these  forward-looking  statements to reflect
events  or  circumstances  after the date of this  document  or to  reflect  the
occurrence  of  unanticipated  events.  Moreover,  we may from time to time make
forward-looking statements about the matters described in this document or other
matters concerning Sprint.                                                      

Regulatory Developments                                                         

In September  1998,  the U.S. Court of Appeals voted to uphold the provisions of
the Telecom Act  line-of-business  restrictions  on the Regional Bell  Operating
Companies (RBOCs). Previously, a federal district court in Wichita Falls, Texas,
ruled that these  restrictions  unlawfully singled out the RBOCs for punishment.
Certain  of the RBOCs have filed a  petition  asking the U.S.  Supreme  Court to
consider whether the restrictions violate the U.S. Constitution.                

Strategic Initiatives                                                           

Restructuring and Recapitalization Plans                                        

Sprint has entered into a restructuring agreement with Tele-Communications, Inc.
(TCI),  Comcast  Corporation  (Comcast)  and  Cox  Communications,   Inc.  (Cox)
(together,   the  Cable  Parents)  to  restructure  Sprint's  wireless  personal
communication  services (PCS)  operations (the PCS  Restructuring).  Sprint will
acquire the joint venture  interests of TCI,  Comcast and Cox in Sprint Spectrum
Holdings and the joint venture interests of TCI and Cox (together, the PhillieCo
Partners) in PhillieCo.  In exchange for these joint venture  interests,  Sprint
will issue to the Cable  Parents a newly  created  class of Sprint  common stock
(the PCS Stock). The PCS Stock is intended to reflect separately the performance
of these joint ventures and the domestic PCS operations of Sprint's wholly-owned
subsidiaries,  SprintCom,  Inc. and SprintCom Equipment Company, L.P. (together,
SprintCom). These operations will be referred to as the PCS Group.              

10-Q 14th Page of 32 TOC 1st Previous Next ↓Bottom Just 14th
The FON Stock, which will be created in a tax-free recapitalization, is intended
to reflect  separately  the  performance  of all of Sprint's  other  operations,
including  its  long  distance  and  local  divisions  as  well  as the  product
distribution and directory  publishing  businesses,  non-PCS emerging businesses
and its interest in Global One. These  operations will be referred to as the FON
Group.                                                                          

These transactions are subject to shareholder approval. The shareholders meeting
to vote on the proposal has been scheduled for November 13, 1998. If shareholder
approval is  obtained,  the PCS  Restructuring  is expected to close in the 1998
fourth quarter.                                                                 

Integrated On-demand Network                                                    

In June 1998, Sprint announced its Integrated  On-demand Network (ION), which is
expected  to extend its  existing  advanced  network  capabilities  to  customer
premises  and enable  Sprint to meet two  business  needs:  (a) to  provide  the
network  infrastructure  to meet  customers'  ever-increasing  demands for data,
Internet,  and video use and (b) to provide the foundation for Sprint to provide
competitive  local  service.  Sprint  believes  that  this  integrated  services
capability will generate  increased demand for its products and services,  while
at the same time reducing the costs to provide those  services.  The incremental
capital  expenditures  required  to  develop  this  advanced  functionality  are
projected to approximate  $400 million through 1999.  Sprint will be assisted in
this development  effort by Cisco Systems and Bellcore.  These companies will be
contributing  their expertise and assisting in the funding of these efforts.  In
addition to the  capital  for  development,  the  initial  deployment  of ION is
expected to require  approximately  $400  million for network  upgrades  through
1999.                                                                           

ION intends to rely substantially on the transmission infrastructure of the long
distance  division and to a lesser extent on the transmission  infrastructure of
the local  division.  Where Sprint  facilities  currently do not exist,  we will
evaluate  whether  facilities  should be built,  leased or  acquired.  Because a
significant  amount of future  investment  will be related to specific  customer
contracts,  we expect to manage  our  investment  in ION to be  consistent  with
customer demand.                                                                

Core Businesses                                                                 

Long Distance Division                                                          

The long distance division is the nation's third-largest long distance telephone
company.  It operates a nationwide,  all-digital  long  distance  communications
network  using  state-of-the-art  fiber-optic  and  electronic  technology.  The
division   provides   domestic   and   international   voice,   video  and  data
communications services.                                                        

Local Division                                                                  

The local division consists of regulated local telephone  companies serving more
than 7.5  million  access  lines  in 18  states.  It  provides  local  telephone
services,  access by telephone  customers and other  carriers to Sprint's  local
network,  sales of  telecommunications  equipment,  and long  distance  services
within certain  regional calling areas, or local access transport areas (LATAs).
In early November  1998,  Sprint sold its remaining  80,000  residential  and   
business access lines in Illinois.                                              

Product Distribution and Directory Publishing Businesses                        

The product distribution  business provides wholesale  distribution  services of
telecommunications  products.  The directory  publishing  business publishes and
markets white and yellow page telephone directories.                            

Emerging Businesses                                                             

Emerging  businesses  includes  activities  to enter new local  markets,  Sprint
Paranet,  SprintCom,  and Sprint  International.  It also included the operating
results of Sprint's  consumer  Internet  access services prior to the closing of
the  Earthlink  transaction  (see  "Segmental  Results of  Operations - Emerging
Businesses" for more information).                                              

10-Q 15th Page of 32 TOC 1st Previous Next ↓Bottom Just 15th
Strategic Alliances                                                             

Global One                                                                      

Sprint is a partner in Global One, a joint venture with Deutsche Telekom AG (DT)
and France  Telecom  S.A.  (FT).  The  venture  was  formed to provide  seamless
telecommunications  services  to  business,   residential  and  carrier  markets
worldwide. Sprint is a one-third partner in Global One's operating group serving
Europe  (excluding  France  and  Germany)  and a 50%  partner  in  Global  One's
operating  group for the  worldwide  activities  outside  the United  States and
Europe.                                                                         

DT and FT each own 10% of Sprint's voting equity through Sprint's Class A common
stock. As Class A common shareholders,  they have the right in most cases to pro
rata representation on Sprint's Board of Directors. They may also purchase Class
A common shares from Sprint to maintain their 10% ownership.                    

Sprint PCS                                                                      

Sprint is a 40%  partner  in Sprint  Spectrum  Holdings  and a 47.1%  partner in
PhillieCo  (together,  Sprint PCS).  Sprint PCS is building  the nation's  first
single-technology, all-digital, state-of-the-art wireless network to provide PCS
across the United  States.  PCS  technology  is  digital  and has sound  quality
superior to existing cellular technology and is less susceptible to interference
and eavesdropping.  PCS also offers features such as voice mail, Caller ID, Call
Waiting and Three-way Calling.  Sprint PCS currently offers service to more than
160 metropolitan markets with 117 million people.                               

As part of an  overall  strategy  to  increase  PCS  coverage,  Sprint  directly
acquired  the rights to PCS  licenses  covering  139  markets  across the United
States. These licenses reach a total population of 70 million people.  Together,
Sprint PCS and Sprint have  licensed PCS  coverage of nearly 260 million  people
across the United States, Puerto Rico and the U.S. Virgin Islands.              

In May 1998,  Sprint and the Cable Parents agreed to  restructure  the ownership
interests  of  Sprint  PCS.  See  "Strategic  Initiatives  -  Restructuring  and
Recapitalization Plans" for more information.                                   

Results Of Operations                                                           

Consolidated                                                                    

Total net  operating  revenues for the 1998 third  quarter  increased 7% to $4.1
billion  from $3.8  billion for the same period a year ago.  Net income was $239
million  ($0.54 per diluted share) versus $212 million ($0.49 per diluted share)
for the 1997 quarter.                                                           

Net operating  revenues for the first nine months of 1998  increased 8% to $11.9
billion from $11.0 billion for the same 1997 period. Net income was $665 million
($1.51 per diluted share) versus $758 million ($1.74 per diluted share) in 1997.
Net income for 1998 includes a $0.01 per share  extraordinary  charge related to
the early  extinguishment  of debt, while 1997 includes a $0.03 per share charge
related to litigation in the long distance division.                            

Core Businesses                                                                 

Sprint's  core  businesses  showed  improved  1998 third  quarter net  operating
revenues  and  operating  income  versus the same 1997 period.  Core  businesses
exclude results from joint ventures and emerging businesses.  Third quarter 1998
long distance  calling volumes  increased 17% and  year-to-date  calling volumes
increased 13% from the same 1997 periods.  Local division access lines increased
3.2%  during the past 12 months.  Excluding  the sale of  exchanges  in the 1997
fourth quarter, access line growth would have been 5.2%.                        

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Segmental Results of Operations                                                 

Long Distance Division                                                          

                                                        [Enlarge/Download Table]


                                                                  Selected Operating Results                       
                                             ----------------------------------------------------------------------
                                                       Quarter Ended                                               
                                                       September 30,                           Variance            
                                             ----------------------------------     -------------------------------
                                                   1998             1997                 $               %         
-------------------------------------------- ----------------- ---------------- --- ------------- -----------------
                                                                         (in millions)                             
                                                                                                                   
Net operating revenues                       $      2,458.4    $    2,251.7     $        206.7           9.2%      

Operating expenses                                                                                                 
   Interconnection                                    951.3           959.8               (8.5)         (0.9)%     
   Operations                                         345.2           316.3               28.9           9.1%      
   Selling, general and administrative                582.6           500.4               82.2          16.4%      
   Depreciation and amortization                      221.8           187.1               34.7          18.5%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Total operating expenses                            2,100.9         1,963.6              137.3           7.0%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Operating income                             $        357.5    $      288.1     $         69.4          24.1%      
                                             --- ------------- -- ------------- --- -------------                  

Operating margin                                       14.5%           12.8%                                       
                                             --- ------------- -- -------------                                    

                                                        [Enlarge/Download Table]


                                                                  Selected Operating Results                       
                                             ----------------------------------------------------------------------
                                                       Year-to-Date                                                
                                                       September 30,                           Variance            
                                             ----------------------------------     -------------------------------
                                                   1998             1997                 $               %         
-------------------------------------------- ----------------- ---------------- --- ------------- -----------------
                                                                         (in millions)                             
                                                                                                                   
Net operating revenues                       $      7,207.7    $    6,642.7     $        565.0           8.5%      

Operating expenses                                                                                                 
   Interconnection                                  2,872.4         2,966.8              (94.4)         (3.2)%     
   Operations                                       1,001.8           909.2               92.6          10.2%      
   Selling, general and administrative              1,684.3         1,464.5              219.8          15.0%      
   Depreciation and amortization                      628.8           520.9              107.9          20.7%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Total operating expenses                            6,187.3         5,861.4              325.9           5.6%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Operating income                             $      1,020.4    $      781.3 (1) $        239.1          30.6%      
                                             --- ------------- -- ------------- --- -------------                  

Operating margin                                       14.2%           11.8%(1)                                    
                                             --- ------------- -- -------------                                    

(1)Excluding a $20 million charge related to litigation,  1997 operating  income                                   
   would have been $801 million. The operating margin would have been 12.1%.                                       

Net Operating Revenues                                                          

All major market segments - residential, business and wholesale - contributed to
the increase in net operating  revenues in both third  quarter and  year-to-date
1998 from the same 1997  periods.  The  increases  mainly  reflect  strong  data
services  revenue  growth  and strong  minute  growth,  partly  offset by a more
competitive pricing environment and a change in the mix of products sold.       

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Business and Data Market - Business  market  revenues  increased 18% in the 1998
third  quarter  and 15% for the 1998  year-to-date  period  from  the same  1997
periods. Data services,  which includes sales of capacity on Sprint's network to
Internet service providers, showed strong growth because of continued demand and
expanded  service  offerings.  The increases also reflect strong calling volumes
for WATS and toll-free calls made within the United States.  Growth in the small
business market benefited from the Sprint  International  Business Calling Plan,
which was launched  late in the 1998 second  quarter.  This plan  provides  flat
international  rates,  24  hours  a day,  seven  days a week to  more  than  200
countries.                                                                      

Residential  Market - Residential market revenues increased 7% in the 1998 third
quarter and 6% in the 1998 year-to-date period from the same 1997 periods. These
increases  reflect  strong  revenue  and volume  growth  from  residential  long
distance calls.  Growth was also enhanced by the Sprint Sense Anytime "10 by 24"
product - dime-a-minute  calls, 24 hours a day - which generated increased sales
in the  1998  quarter  versus  a year  ago.  Other  factors  included  increased
international  and prepaid  card  revenues as well as calling card calls made by
customers of local telephone  companies.  Through various  agreements Sprint has
with local  telephone  companies,  their  customers use the Sprint  network when
making long distance calls.                                                     

Wholesale  Market - Wholesale  market  revenues  increased  1% in the 1998 third
quarter and 4% in the 1998 year-to-date period from the same 1997 periods.  This
reflects strong minute growth mainly from increased WATS calls, partly offset by
a change in international mix to lower yielding but higher margin countries.    

Interconnection Costs                                                           

Interconnection  costs  consist of amounts  paid to local  telephone  companies,
other domestic service  providers,  and foreign telephone  companies to complete
calls made by the division's domestic customers. These costs decreased 1% in the
1998 third  quarter  and 3% in the 1998  year-to-date  period from the same 1997
periods.  This  reflects  lower unit costs for both  domestic and  international
access to others' networks, partly offset by strong minute growth. Domestic unit
costs are expected to continue trending downward due to additional  FCC-mandated
access rate  reductions.  Access rate reductions  impacting the periods reported
took  effect in July 1997 and January and July 1998.  Lower  international  unit
costs reflect  continued  competition in the market.  Sprint expects  government
deregulation  and  competitive  pressures  to  add  to the  continued  trend  of
declining unit costs for international  interconnection.  Interconnection  costs
were 38.7% of net operating  revenues in the 1998 third quarter and 39.9% in the
1998 year-to-date period versus 42.6% and 44.7% for the same periods a year ago.

Operations Expense                                                              

Operations  expense  includes  costs to operate and maintain  the long  distance
network  and  costs of  equipment  sales.  It also  includes  costs  to  provide
operator,  public  payphone  and  video  teleconferencing  services,  as well as
telecommunications  services  for  the  hearing  impaired.   Operations  expense
increased 9% in the 1998 third quarter and 10% in the  year-to-date  period from
the same 1997 periods.  This reflects  increased  costs related to data services
growth as well as increases in the volume of network equipment operating leases.
Operations  expense for 1998 also includes costs related to Sprint's  efforts to
achieve Year 2000  compliance for its  telecommunications  network and operating
systems.  In  addition,  FCC-mandated  payments  to  public  payphone  providers
increased in the 1997 second quarter.  As a result, the 1997 year-to-date period
reflects six months of this increase compared with nine months for the same 1998
period. Operations expense was 14.0% of net operating revenues in the 1998 third
quarter and 13.9% in the 1998 year-to-date period versus 14.0% and 13.7% for the
same periods a year ago.                                                        

Selling, General and Administrative Expense                                     

Selling,  general and  administrative  (SG&A) expense  increased 16% in the 1998
third  quarter  and 15% in the 1998  year-to-date  period  from  the  same  1997
periods.  These increases reflect the overall growth of the division's operating
activities as well as increased  marketing  activities and promotions to support
products and  services.  SG&A for 1998 also  includes  costs related to Sprint's
efforts to achieve Year 2000  compliance  for  computer  systems and other items
such as billing, customer service and other administrative systems. SG&A expense
was 23.7% of net  operating  revenues in the 1998 third quarter and 23.3% in the
1998 year-to-date period versus 22.3% and 22.0% for the same periods a year ago.

Depreciation and Amortization Expense                                           

Depreciation  and amortization  expense  increased 19% in the 1998 third quarter
and 21% in the  1998  year-to-date  period  from the same  1997  periods.  These
increases  were  generally  due to an increased  asset base and shorter  average
depreciable  lives.  Capital  expenditures in both years were incurred mainly to
enhance network reliability, meet increased demand for data-related services and
upgrade  capabilities for providing new products and services.  Depreciation and
amortization  expense  was 9.1% of net  operating  revenues  in the  1998  third
quarter and 8.7% in the 1998  year-to-date  period  versus 8.3% and 7.8% for the
same periods a year ago.                                                        

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Local Division                                                                  

                                                        [Enlarge/Download Table]


                                                                  Selected Operating Results                       
                                             ----------------------------------------------------------------------
                                                       Quarter Ended                                               
                                                       September 30,                          Variance             
                                             ----------------------------------     ------------------------------ 
                                                   1998             1997                 $               %         
-------------------------------------------- ----------------- ---------------- --- ------------- ---------------- 
                                                                        (in millions)                              
                                                                                                                   
Net operating revenues                       $      1,364.4    $     1,328.6    $         35.8           2.7%      

Operating expenses                                                                                                 
   Costs of services and products                     467.9            480.6             (12.7)         (2.6)%     
   Selling, general and administrative                295.3            269.1              26.2           9.7%      
   Depreciation and amortization                      240.7            231.2               9.5           4.1%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Total operating expenses                            1,003.9            980.9              23.0           2.3%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Operating income                             $        360.5    $       347.7    $         12.8           3.7%      
                                             --- ------------- -- ------------- --- -------------                  

Operating margin                                       26.4%            26.2%                                      
                                             --- ------------- -- -------------                                    

                                                        [Enlarge/Download Table]


                                                                  Selected Operating Results                       
                                             ----------------------------------------------------------------------
                                                       Year-to-Date                                                
                                                       September 30,                          Variance             
                                             ----------------------------------     ------------------------------ 
                                                   1998             1997                 $               %         
-------------------------------------------- ----------------- ---------------- --- ------------- ---------------- 
                                                                        (in millions)                              
                                                                                                                   
Net operating revenues                       $      4,032.3    $     3,969.7    $         62.6           1.6%      

Operating expenses                                                                                                 
   Costs of services and products                   1,384.0          1,392.0              (8.0)         (0.6)%     
   Selling, general and administrative                859.4            794.8              64.6           8.1%      
   Depreciation and amortization                      708.4            697.7              10.7           1.5%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Total operating expenses                            2,951.8          2,884.5              67.3           2.3%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Operating income                             $      1,080.5    $     1,085.2    $         (4.7)         (0.4)%     
                                             --- ------------- -- ------------- --- -------------                  

Operating margin                                       26.8%            27.3%                                      
                                             --- ------------- -- -------------                                    

Beginning  in July  1997,  Sprint  changed  its  transfer  pricing  for  certain
transactions  between affiliates to more accurately reflect market pricing.  The
main  effect  of this  change  was to reduce  "Net  Operating  Revenues  - Other
Revenues."  While the third  quarter  of both 1998 and 1997 are on a  comparable
basis, the following discussion of local division year-to-date operating results
assumes  these  changes  occurred  at the  beginning  of  1997.  Based  on  this
assumption, the 1997 year-to-date operating margin would have been 26.3%.       

Net Operating Revenues                                                          

Net  operating  revenues  increased  3% in  both  the  1998  third  quarter  and
year-to-date periods from the same 1997 periods.  These increases mainly reflect
customer access line growth,  and increased sales of equipment and network-based
services such as Caller ID and Call Waiting.                                    

In November 1997,  Sprint sold  approximately  139,000  residential and business
access lines in a small area of Northwest Chicago and nearby suburbs.  Excluding
the sale of these exchanges,  net operating  revenues would have increased 5% in
both the 1998 third  quarter and  year-to-date  periods,  and access line growth
would have been 5.2% during the past 12 months.                                 

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Local Service Revenues                                                          

Local service revenues,  derived from local exchange  services,  increased 5% in
both the 1998 third quarter and  year-to-date  periods (8% excluding the sale of
exchanges) from the same 1997 periods.  Local service revenues increased because
of access line growth and continued  demand for  network-based  services.  These
increases also reflect  increased sales of private line services and maintenance
of customer wiring and equipment.                                               

Network Access Revenues                                                         

Network access  revenues,  derived from long distance  companies  using Sprint's
local  network  to  complete  calls,  increased  1% (3%  excluding  the  sale of
exchanges)  for both the 1998 third  quarter and  year-to-date  periods from the
same  1997  periods.  These  revenues  reflect  a 7% (9%  excluding  the sale of
exchanges)  increase  in minutes of use for the 1998 third  quarter and a 6% (8%
excluding  the sale of  exchanges)  increase for the 1998  year-to-date  period,
partly offset by  FCC-mandated  access rate  reductions.  Access rate reductions
impacting  the  periods  reported  took effect in July 1997 and January and July
1998.                                                                           

Toll Service Revenues                                                           

Toll service  revenues are mainly derived from providing long distance  services
within  specified  regional  calling areas, or LATAs,  that are beyond the local
calling area. These revenues decreased 28% (27% excluding the sale of exchanges)
for both the 1998 third  quarter  and  year-to-date  periods  from the same 1997
periods,  reflecting  extended local calling areas and increased  competition in
the  intrastate  long  distance  market.  The losses  were,  in part,  offset by
increases in local service revenues since local calling areas have been expanded
and increases in network access revenues paid by competitors.                   

Other Revenues                                                                  

Other revenues include  telecommunications  equipment sales, directory sales and
listing  services,  payphone  revenues,  billing  and  collection  services  and
services to locate underground utility lines. It also includes commission income
from the sale of long  distance  services  on behalf of Sprint's  long  distance
division.  Other revenues increased 13% in the 1998 third quarter and 17% in the
1998 year-to-date period from the same 1997 periods. These increases were due to
increased  equipment  sales of  business  systems and data  networks,  growth in
payphone revenues and revenues from locating  underground utility lines, as well
as increased commissions from the sale of Sprint's long distance services.      

Costs of Services and Products                                                  

Costs of services and products  includes costs to operate and maintain the local
network and costs of equipment sales.  These expenses decreased 3% (1% excluding
the sale of  exchanges)  in the third  quarter 1998 and  decreased  less than 1%
(increased 1% excluding the sale of exchanges) for the 1998 year-to-date  period
from the same periods a year ago. This reflects  continued  cost control,  while
still  supporting  customer  access line growth and increased  equipment  sales.
Costs of services and products for 1998 also includes  costs related to Sprint's
efforts to achieve Year 2000 compliance for its  telecommunications  network and
operating  systems.  Costs of services and  products was 34.3% of net  operating
revenues in both the 1998 third quarter and  year-to-date  periods  versus 36.2%
and 35.5% for the same periods a year ago.                                      

Selling, General and Administrative Expense                                     

SG&A expense  increased  10% (12%  excluding  the sale of exchanges) in the 1998
third  quarter  and 8%  (10%  excluding  the  sale  of  exchanges)  in the  1998
year-to-date  period  from the same  periods a year ago.  These  increases  were
mainly due to increased customer service costs related to access line growth and
marketing  costs to  promote  new  products  and  services.  SG&A for 1998  also
includes costs related to Sprint's  efforts to achieve Year 2000  compliance for
computer systems and other items such as billing,  customer  service,  and other
administrative  systems. SG&A expense was 21.6% of net operating revenues in the
1998 third  quarter and 21.3% in the 1998  year-to-date  period versus 20.2% and
20.3% for the same periods a year ago.                                          

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Depreciation and Amortization Expense                                           

Depreciation and amortization  expense  increased 4% (also 4% excluding the sale
of  exchanges)  in the 1998 third  quarter and 2% (also 2% excluding the sale of
exchanges)  in  the  1998   year-to-date   period.   This  was  due  to  capital
expenditures, partly offset by lower  depreciation  rates  resulting from longer
asset lives. Depreciation and amortization expense was 17.7% of net operating   
revenues in the 1998 third quarter and 17.6% in the 1998 year-to-date period    
versus 17.4% and 17.9% for the same periods a year ago.                         

Other                                                                           

In November 1998,  Sprint sold  approximately  80,000  residential  and business
access  lines in rural  Illinois.  These  access  lines  generated  year-to-date
revenues of $38 million through September 1998.                                 

Product Distribution and Directory Publishing Businesses                        

                                                        [Enlarge/Download Table]


                                                                  Selected Operating Results                       
                                             ----------------------------------------------------------------------
                                                       Quarter Ended                                               
                                                       September 30,                          Variance             
                                             ----------------------------------     ------------------------------ 
                                                   1998             1997                 $               %         
-------------------------------------------- ----------------- ---------------- --- ------------- ---------------- 
                                                                        (in millions)                              
                                                                                                                   
Net operating revenues                       $        436.2    $       403.7    $         32.5           8.1%      

Operating expenses                                                                                                 
   Costs of services and products                     347.2            314.9              32.3          10.3%      
   Selling, general and administrative                 28.8             24.0               4.8          20.0%      
   Depreciation and amortization                        4.1              2.2               1.9          86.4%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Total operating expenses                              380.1            341.1              39.0          11.4%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Operating income                             $         56.1    $        62.6    $         (6.5)        (10.4)%     
                                             --- ------------- -- ------------- --- -------------                  

Operating margin                                       12.9%            15.5%                                      
                                             --- ------------- -- -------------                                    

                                                        [Enlarge/Download Table]


                                                                  Selected Operating Results                       
                                             ----------------------------------------------------------------------
                                                       Year-to-Date                                                
                                                       September 30,                          Variance             
                                             ----------------------------------     ------------------------------ 
                                                   1998             1997                 $               %         
-------------------------------------------- ----------------- ---------------- --- ------------- ---------------- 
                                                                        (in millions)                              
                                                                                                                   
Net operating revenues                       $      1,272.5    $     1,077.8    $        194.7          18.1%      

Operating expenses                                                                                                 
   Costs of services and products                   1,006.5            881.7             124.8          14.2%      
   Selling, general and administrative                 81.2             68.8              12.4          18.0%      
   Depreciation and amortization                        8.7              6.0               2.7          45.0%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Total operating expenses                            1,096.4            956.5             139.9          14.6%      
-------------------------------------------- --- ------------- -- ------------- --- -------------                  

Operating income                             $        176.1    $       121.3    $         54.8          45.2%      
                                             --- ------------- -- ------------- --- -------------                  

Operating margin                                       13.8%            11.3%                                      
                                             --- ------------- -- -------------                                    

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Beginning  in July  1997,  Sprint  changed  its  transfer  pricing  for  certain
transactions between affiliates to more accurately reflect market pricing. While
the third quarter of both 1998 and 1997 are on a comparable basis, the following
discussion of year-to-date  operating  results assumes these changes occurred at
the beginning of 1997. Based on this assumption, the 1997 year-to-date operating
margin would have been 15.8%.                                                   

Net  operating  revenues  increased 8% in the 1998 third  quarter and 19% in the
1998  year-to-date  period  from  the same  periods  a year  ago.  Nonaffiliated
revenues,  which account for roughly 60% of this segment's  revenues,  increased
16% from the 1997 third quarter and 11% from the 1997 year-to-date period. Sales
to affiliates decreased 2% in the 1998 third quarter compared with the same 1997
period, while 1998 year-to-date  affiliated revenues increased 32% from the same
period a year ago.                                                              

Costs of services and products  increased  10% in the 1998 third quarter and 22%
in the 1998 year-to-date period from the same 1997 periods reflecting  increased
sales.                                                                          

SG&A  expense  increased  20% in the  1998  third  quarter  and 18% in the  1998
year-to-date  period from the same periods a year ago. These  increases  reflect
Sprint's July 1998  acquisition  of a sales force from another  directory  sales
company.  Results for 1998 reflect the  amortization  of goodwill and noncompete
agreements related to that purchase.                                            

Emerging Businesses                                                             

                                                        [Enlarge/Download Table]


                                                                  Selected Operating Results                      
                                             ---------------------------------------------------------------------
                                                       Quarter Ended                      Year-to-Date            
                                                       September 30,                      September 30,           
                                             ---------------------------------- ----------------------------------
                                                      1998            1997             1998              1997     
-------------------------------------------- ----------------- ---------------- ----------------- ----------------
                                                                        (in millions)                             

                                                                                                                  
Net operating revenues                       $        44.5     $        6.4     $       138.0     $       14.3    
                                             --- ------------- -- ------------- --- ------------- -- -------------

Operating loss                               $       (90.5)    $      (48.7)    $      (228.9)    $     (119.1)   
                                             --- ------------- -- ------------- --- ------------- -- -------------

Most  of  emerging   businesses'   1998  revenues  were  from  Sprint  Paranet's
operations.  Sprint acquired  Houston-based  Paranet, Inc., in September 1997 to
allow Sprint to capitalize  on the  accelerating  demand for network  management
services.                                                                       

Costs  incurred in both 1998 periods were mainly due to the  development  of ION
and costs  related to the  buildout  and market  launches of the  SprintCom  PCS
markets. SprintCom launched service in Jacksonville and Tallahassee, Florida, in
the 1998  third  quarter  and  expects to expand  into  several  new  markets by
year-end.  Sprint will continue to devote significant  resources through 1999 to
develop ION as well as to fund the  network  buildout  and launch the  SprintCom
markets (see  "Strategic  Initiatives - Integrated  On-demand  Network" for more
information).                                                                   

In June 1998,  Sprint  completed  the  strategic  alliance  to combine  Sprint's
Internet  business with EarthLink  Network Inc., an Internet  service  provider.
As part of the alliance, EarthLink obtained Sprint's Internet Passport customers
and took over the day-to-day  operations of those  services.  Beginning with the
1998 third  quarter,  the  emerging  businesses  segment no longer  includes the
operating results of Sprint's Internet business.                                

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Nonoperating Items                                                              

Interest Expense                                                                

The difference between the interest expense disclosed in the following table and
that disclosed in the Consolidated Income Statements relates to interest expense
on items such as deferred  compensation,  the employee  stock  purchase plan and
customer deposits -- items not related to borrowings.  We have excluded interest
expense  related to these  items from the  following  table so as not to distort
Sprint's  calculation  of the effective  interest rate on  borrowings.  Interest
costs on borrowings consisted of the following:                                 

                                                        [Enlarge/Download Table]


                                                       Quarter Ended                      Year-to-Date            
                                                       September 30,                      September 30,           
                                             ---------------------------------- ----------------------------------
                                                   1998             1997              1998             1997       
-------------------------------------------- ----------------- ---------------- ----------------- ----------------
                                                                        (in millions)                             
                                                                                                                  
Interest expense on outstanding debt         $         47.2    $        47.7    $        152.2    $       117.1   
Capitalized interest costs                             33.4             13.0              74.7             69.7   
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------

Total interest costs on outstanding debt     $         80.6    $        60.7    $        226.9    $       186.8   
                                             --- ------------- -- ------------- --- ------------- -- -------------

Average debt outstanding                     $      5,280.6    $     3,132.6    $      4,613.0    $     3,156.4   
                                             --- ------------- -- ------------- --- ------------- -- -------------

Effective interest rate                                 6.1%             7.8%              6.6%             7.9%  
                                             --- ------------- -- ------------- --- ------------- -- -------------

Through June 1997, Sprint  capitalized  interest costs on borrowings  related to
its investment in Sprint PCS.  Sprint stopped  capitalizing  these costs because
Sprint PCS no longer qualified as a development-stage  company. Sprint continues
to capitalize  interest costs related to the buildout of the SprintCom  markets.
Sprint begins  amortizing  capitalized  interest as markets are launched and the
related network assets are put into service.                                    

The decrease in Sprint's  effective interest rate for both 1998 periods reflects
an increase in short-term  borrowings,  which have lower interest rates. Through
September  1998,  short-term  borrowings  have been classified as long-term debt
because of Sprint's  intent and ability,  through unused credit  facilities,  to
refinance these  borrowings.  Average debt outstanding  increased to support the
buildout  of the  SprintCom  PCS markets and to fund  capital  contributions  to
Sprint PCS and investments in other Sprint affiliates.                          

Global One                                                                      

Global One's  revenues  totaled $278 million in the 1998 third quarter  compared
with $281 million in the 1997 third  quarter.  Year-to-date  revenues  were $801
million in 1998  versus  $810  million in the same  period a year ago.  Sprint's
losses  related  to Global One  totaled  $33  million in the 1998 third  quarter
versus $41  million a year ago,  while 1998  year-to-date  losses  totaled  $120
million compared with $88 million for the first nine months of 1997.            

In an effort to improve  profitability,  Global One is refocusing its efforts to
place more emphasis on multinational customers. In addition, it is continuing to
review its operations,  implement expense  controls,  and focus on improving the
network infrastructure. Global One is in the process of implementing its plan to
address these items, which may result in one-time charges.                      

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Sprint PCS                                                                      

Sprint  PCS' third  quarter  revenues  totaled  $320  million in 1998 versus $75
million in 1997, while 1998 year-to-date  revenues were $788 million versus $111
million a year ago.  Sprint's  third  quarter  losses  from Sprint PCS were $251
million in 1998  versus $187  million in 1997,  while 1998  year-to-date  losses
totaled  $687  million  compared  with $409  million a year ago. The 1998 losses
reflect  marketing  and  promotional  costs,  and  operating  costs to support a
growing  customer base. At the end of September  1998,  Sprint PCS had more than
1.75  million  customers.  The  venture  continues  to  aggressively  obtain new
customers,  which will result in higher  losses in 1998 and 1999  compared  with
1997.                                                                           

Average  monthly  revenue per customer (ARPU) was $55 for the 1998 third quarter
and $57 for the 1998 year-to-date period. These averages are expected to decline
(consistent with industry  projections) due to increased  competition  resulting
from additional  wireless service providers entering the market and the addition
of lower  usage  subscribers  to the  subscriber  base.  Sprint PCS has  adopted
marketing  plans that both  target  and  encourage  higher use and higher  ARPU.
Customer  turnover rates have been as expected at this stage of development  and
continue to be within the range of results  reported by other PCS providers.  As
the PCS  markets  mature and Sprint PCS gains  additional  scale,  both of these
measures are expected by management to trend downward toward  cellular  industry
levels.                                                                         

In May 1998, Sprint announced it had reached an agreement with the Cable Parents
to restructure the ownership interests of Sprint PCS. See "Strategic Initiatives
- Restructuring and Recapitalization Plans" for more information.               

Other Income (Expense), Net                                                     

Other income (expense) consisted of the following:                              

                                                        [Enlarge/Download Table]

                                                       Quarter Ended                      Year-to-Date            
                                                       September 30,                      September 30,           
                                             ----------------- ---------------- ----------------- ----------------
                                                   1998             1997              1998             1997       
-------------------------------------------- ----------------- ---------------- ----------------- ----------------
                                                                        (in millions)                             
                                                                                                                  
Dividend and interest income                 $         16.7    $        10.0    $         49.1    $        52.8   
Other, net                                             (6.6)           (12.9)             (0.5)            (1.0)  
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------

Total other income (expense), net            $         10.1    $        (2.9)   $         48.6    $        51.8   
                                             --- ------------- -- ------------- --- ------------- -- -------------

The  increase in dividend  and  interest  income for the 1998 third  quarter was
mainly due to interest earned on loans to unconsolidated affiliates.            

Income Taxes                                                                    

See Note 4 of  Condensed  Notes to  Consolidated  Financial  Statements  for the
differences  that caused  Sprint's  effective  income tax rates to vary from the
statutory federal rate.                                                         

Extraordinary Item                                                              

In March 1998, Sprint redeemed,  prior to maturity,  $115 million of debt with a
9.25%  interest  rate.  This resulted in a $4 million  ($0.01 per diluted share)
after-tax loss.                                                                 

Financial Condition                                                             

Sprint's  consolidated assets totaled $20.5 billion at the end of September 1998
and $18.2 billion at year-end 1997. Net property,  plant and equipment increased
$2.0  billion  since  year-end  1997  mainly  because of  capital  expenditures,
including  capital  leases,  to support  the network  buildout of the  SprintCom
markets.  The increase also reflects  capital  expenditures  to support the core
long  distance and local  networks and expanded  product and service  offerings.
Sprint's  debt-to-capital  ratio was 37.3% at the end of  September  1998 versus
30.0%  at  year-end  1997.  See  "Liquidity  and  Capital  Resources"  for  more
information about changes in Sprint's Consolidated Balance Sheets.              

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Liquidity and Capital Resources                                                 

Operating Activities                                                            

Sprint's  operating  activities  provided  cash  of  $3.0  billion  in the  1998
year-to-date period versus $2.4 billion in the same 1997 period, a 22% increase.
Operating  cash flows for 1998  mainly  reflect  improved  operating  results in
Sprint's core businesses.                                                       

Investing Activities                                                            

Sprint's investing activities used cash of $3.7 billion in the first nine months
of 1998 versus $3.2 billion in the same period a year ago. Capital expenditures,
which are Sprint's largest investing activity,  totaled $3.0 billion in the 1998
year-to-date  period  and $1.9  billion  in 1997.  Year-to-date  local  division
capital expenditures totaled $1.0 billion for 1998 versus $934 million for 1997.
Expenditures  in both  years were made to  accommodate  access  line  growth and
expand  capabilities for providing  enhanced  services.  Long distance  division
capital  expenditures  totaled  $977  million  for the first nine months of 1998
versus $747 million for the same period a year ago.  Expenditures  in both years
were incurred mainly to enhance network  reliability,  meet increased demand for
data-related  services,  and upgrade capabilities for providing new products and
services.  Capital expenditures in 1998 also reflect $713 million related to the
buildout of the SprintCom PCS markets.                                          

In the first nine months of 1997,  Sprint paid $460 million  toward its purchase
of the SprintCom PCS licenses.  Also in 1997, Sprint purchased the net assets of
Paranet, Inc. for $375 million.                                                 

"Investments in and loans to affiliates, net" consisted of the following:       

                                                        [Enlarge/Download Table]

                                                                                          Year-to-Date            
                                                                                          September 30,           
                                                                                ----------------------------------
                                                                                        1998             1997     
-------------------------------------------------------------- -- ------------- --- ------------- -- -------------
                                                                                          (in millions)           
Sprint PCS                                                                                                        
                                                                                                                  
     Capital contributions                                                      $        193.5    $       255.5   
     Loans and advances, net                                                             113.6            108.2   
     Capitalized interest                                                                  -               46.3   
-------------------------------------------------------------- -- ------------- --- ------------- -- -------------
                                                                                         307.1            410.0   
-------------------------------------------------------------- -- ------------- --- ------------- -- -------------

Global One                                                                                                        
     Capital contributions                                                               283.5              -     
     Advances, net                                                                      (118.7)            62.7   
-------------------------------------------------------------- -- ------------- --- ------------- -- -------------
                                                                                         164.8             62.7   
Other, net                                                                               230.5             35.8   
-------------------------------------------------------------- -- ------------- --- ------------- -- -------------
Total                                                                           $        702.4    $       508.5   
                                                                                --- ------------- -- -------------

Capital  contributions and net advances to Sprint PCS in both years were used to
fund capital and operating requirements.  Capital contributions and net advances
to Global One in 1998 were used mainly to fund operations. "Other, net" includes
Sprint's  investment  in Earthlink  and its $148 million  investment in Call-Net
Enterprises  Inc. to retain its 25% interest after Call-Net  purchased  Fonorola
Inc.                                                                            

Financing Activities                                                            

Sprint's  year-to-date  financing  activities  provided  cash of $705 million in
1998, while  year-to-date  1997 activities used cash of $238 million.  Financing
activities  during 1998 reflect proceeds from long-term debt of $946 million and
increased construction obligations of $429 million, partly offset by payments on
long-term  debt of $247 million.  Proceeds  from  borrowings in 1998 were mainly
used to fund the  buildout of the  SprintCom  PCS  markets  and to fund  capital
contributions  to Sprint  PCS and  Global One and  investments  in other  Sprint
affiliates.  In the first nine months of 1997,  financing  activities reflect an
increase  in  short-term  borrowings  of $195  million,  offset by  payments  on
long-term  debt of $111  million.  Sprint paid  dividends of $292 million in the
first nine months of 1998 and $275 million in the first nine months of 1997.    

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Capital Requirements                                                            

Sprint's 1998 investing  activities,  mainly consisting of capital  expenditures
and  investments  in  affiliates,  are  expected to require cash of $5.5 to $5.7
billion. Dividend payments are expected to total $430 million in 1998.          

Sprint  expects to spend $4.9 to $5.1 billion on capital  expenditures  in 1998,
including  $2.8 to $2.9 billion for the long distance and local  divisions.  The
remainder will mainly be used to build out the SprintCom network.               

Global One is also  expected to require $300 to $400 million from Sprint in 1998
to help fund operations and ongoing development activities.                     

Sprint and the Cable  Parents have loaned $400  million to fund Sprint  Spectrum
Holdings' capital  requirements  from the date the PCS Restructuring  agreement 
was signed (May 26,  1998) through September 30, 1998.  The  PhillieCo  Partners
have loaned $50 million to PhillieCo  to fund  operating  and  working  capital 
requirements  and  capital expenditures through September 30, 1998.  Sprint has 
also loaned $110.6  million to fund  SprintCom's  capital requirements as  part 
of the PCS Restructuring through September 30, 1998. Sprint has been financing  
SprintCom with Sprint's cash from operations,  commercial paper borrowings and  
leases on specific  equipment. Sprint intends to continue to fund the buildout  
of the SprintCom markets through the closing of the PCS  Restructuring.  These  
loans,  totaling  $510.6  million excluding  loans to  PhillieCo, will be       
converted at the closing of the PCS Restructuring into 10-year preferred stock  
of Sprint convertible into PCS Stock.                                           

Liquidity                                                                       

Sprint currently uses the commercial paper market to fund its short-term working
capital needs.  Sprint uses four commercial  paper dealers to place the paper at
the most favorable rates and maturities.  Sprint also uses the medium-term  note
and  long-term  bond  markets as well as other  debt  markets to fund its needs.
Sprint  intends to borrow  funds  through the U.S. and  international  money and
capital markets and bank credit markets to fund capital expenditures,  operating
and working  capital  requirements  and to  refinance  existing  Sprint PCS debt
obligations after the PCS Restructuring.                                        

In August  1998,  Sprint  entered  into $5.0  billion  of new  revolving  credit
facilities with syndicates of domestic and international banks. These facilities
support  Sprint's  commercial  paper  operations  and replace its previous  $1.5
billion  revolving credit facility.  At the end of September 1998,  Sprint could
borrow  $3.6  billion  under  these new  facilities.  Sprint also has a separate
five-year  revolving  credit facility with a bank. The unused capacity under the
committed portion of that facility was $100 million.                            

In October 1998, Sprint filed a shelf registration statement with the Securities
and Exchange  Commission (SEC) for $8.0 billion of debt  securities.  This shelf
registration  replaced  $1.0  billion of Sprint's  existing  shelf  registration
statements. Proceeds from the sale of  securities under this shelf  registration
statement will  be used to  repay  short-term  borrowings,  refinance  existing 
long-term borrowings,  and provide funds for working capital and new capital    
expenditures for both the PCS and FON Groups. Sprint currently  expects to offer
up to $3 billion  under the new shelf  registration  at  approximately  the same
time as the PCS  Restructuring.  There can be no assurance that such debt       
offering will occur.                                                            

Any  borrowings  Sprint  may  incur  are  ultimately  limited  by  certain  debt
covenants.  Sprint could borrow up to $13.8  billion at September 30, 1998 under
the most  restrictive of its debt covenants.  Among other  restrictions,  Sprint
must maintain certain levels of consolidated net worth.                         

In late September, Sprint filed a registration statement with the SEC for an IPO
of shares of Series 1 PCS  Stock.  In late  October,  Sprint  announced  that it
elected to proceed  with a tax-free  recapitalization  of Sprint's  common stock
concurrent with the PCS  Restructuring and delay the planned IPO. Sprint decided
to delay the IPO due to current general market conditions.  Sprint will continue
to evaluate  market  conditions  and may proceed  with a public  offering of the
Series 1 PCS stock at a later date.                                             

DT and FT have agreed to purchase PCS Stock as part of the PCS  Restructuring to
maintain  their  combined 20% voting power.  Proceeds from the exercise of these
equity purchase rights are expected to total between $75 and $100 million. These
proceeds will be used to fund working  capital needs and the continued  buildout
of the PCS Group's network.                                                     

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Financial Strategies                                                            

General Hedging Policies                                                        

Sprint  selectively  enters into interest rate swap and cap agreements to manage
its  exposure  to  interest  rate  changes on its debt.  Sprint also enters into
forward  contracts  and  options in foreign  currencies  to reduce the impact of
changes in foreign exchange rates. Sprint seeks to minimize  counterparty credit
risk through  stringent credit approval and review  processes,  the selection of
only the most  creditworthy  counterparties,  continual review and monitoring of
all counterparties, and thorough legal review of contracts. Sprint also controls
exposure  to market  risk  through  regular  monitoring  of  changes  in foreign
exchange and interest  rate  positions  under  normal and stress  conditions  to
ensure they do not exceed established limits.                                   

Sprint's  derivative  transactions are used for hedging purposes only and comply
with Board-approved policies.  Senior management receives monthly status updates
of all outstanding derivative positions.                                        

Interest Rate Risk Management                                                   

Sprint's interest rate risk management program focuses on minimizing exposure to
interest rate movements,  setting an optimal mixture of floating- and fixed-rate
debt and minimizing  liquidity risk.  Sprint uses simulation  analysis to assess
its interest  rate  exposure and to establish the desired ratio of floating- and
fixed-rate debt. To the extent  possible,  Sprint manages interest rate exposure
and the  floating-to-fixed  ratio through its  borrowings,  but  sometimes  uses
interest rate swaps and caps to adjust its risk profile.                        

Foreign Exchange Risk Management                                                

Sprint's foreign exchange risk management program focuses on hedging transaction
exposure to optimize  consolidated cash flow. Sprint's main transaction exposure
results  from net payments  made to overseas  telecommunications  companies  for
completing international calls made by Sprint's domestic customers.             

Year 2000 Issue                                                                 

Sprint                                                                          

The "Year 2000" issue  affects  Sprint's  installed  computer  systems,  network
elements,   software   applications,   and  other  business  systems  that  have
time-sensitive  programs  that may not properly  reflect or  recognize  the year
2000. Because many computers and computer  applications define dates by the last
two digits of the year,  "00" may not be properly  identified  as the year 2000.
This error could result in miscalculations or system errors. The Year 2000 issue
may also affect the systems and applications of Sprint's  customers,  vendors or
resellers.                                                                      

Sprint started a program in 1996 to identify and address the Year 2000 issue. It
has  completed an inventory and Year 2000  assessment of its principal  computer
systems,  network  elements,  software  applications and other business systems.
Sprint  expects to  substantially  complete  the  renovation  of these  computer
systems,  software  applications  and the  majority of the network  elements and
other  business  systems by year-end  1998.  Year 2000 testing  commenced in the
third  quarter of 1998 and will be completed  during 1999.  Sprint is using both
internal and external  sources to identify,  correct or reprogram,  and test its
systems for Year 2000 compliance.  Sprint is also contacting others with whom it
conducts  business to receive the  appropriate  warranties and  assurances  that
those third parties are or will be Year 2000 compliant.                         

Sprint expects to incur  approximately $250 million in 1998 and 1999 to complete
its Year 2000  compliance  program.  If  compliance  is not achieved in a timely
manner by Sprint or any  significant  related  third party,  the Year 2000 issue
could have a material adverse effect on Sprint's operations.  Sprint is focusing
on identifying and addressing all aspects of its operations that may be affected
by the Year 2000 issue and is addressing the most critical  applications  first.
Although  Sprint  intends to develop and, if  necessary,  implement  appropriate
contingency  plans  to  mitigate  to the  extent  possible  the  effects  of any
significant Year 2000 noncompliance, such plans may not be adequate and the cost
of Year 2000 compliance may be higher than $250 million.                        

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Affiliates                                                                      

Sprint's results of operations and financial  condition could also be materially
adversely  affected by the failure of its affiliates,  including  Global One and
Sprint PCS, to achieve Year 2000 compliance in a timely manner.                 

As a result of the PCS Restructuring,  Sprint will acquire management control of
Sprint PCS; therefore,  the following discussion provides additional information
related to the Year 2000 compliance efforts of Sprint PCS.                      

Sprint  PCS is  undertaking  an  inventory  of  its  computer  systems,  network
elements,  software  applications,  products and other business  systems.  These
inventories  are  targeted to be  completed  by year-end  1998.  Once an item is
identified through the inventory process, its Year 2000 impact is assessed and a
plan is developed to address any required  renovation.  Sprint PCS is using both
internal and external resources to identify,  correct or reprogram, and test its
systems for Year 2000  compliance.  It is planning that Year 2000 compliance for
these critical  systems will be achieved in 1999.  Sprint PCS is also contacting
others with whom it conducts business to receive the appropriate  warranties and
assurances that those third parties are or will be Year 2000 complaint. However,
full  compliance  may not be  achieved  as  planned by Sprint PCS and such third
parties. As a result,  Sprint PCS may not receive warranties and assurances from
such third parties.  Sprint PCS relies on third-party  vendors for a significant
number of its important  operating and computer system functions,  and therefore
is highly dependent on such  third-party  vendors for the remediation of network
elements, computer systems, software applications and other business systems. In
addition,  Sprint PCS uses publicly available services that are acquired without
contract  (for example,  global  positioning  system timing  signal) that may be
subject to the Year 2000 issue.  While Sprint PCS believes these systems will be
Year  2000  compliant,  they  have no  contractual  or  other  right  to  compel
compliance.  Based upon our  evaluations  to date,  Sprint PCS believes that the
total  cost of  modifications  and  conversions  of  their  systems  will not be
material, however such cost could become material because of the various reasons
described above, many of which are out of the control of Sprint PCS.            

Impact of Recently Issued Accounting Pronouncement                              

See  Note 10 of  Condensed  Notes to  Consolidated  Financial  Statements  for a
discussion of a recently issued accounting pronouncement.                       

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                                                                         PART I.
                                                                         Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES                                        
ABOUT MARKET RISK                                             SPRINT CORPORATION

Sprint's exposure to market risk through  derivative  financial  instruments and
other financial  instruments,  such as investments in marketable  securities and
long-term debt, is not material.  There have been no material  changes in market
risk since year-end 1997.                                                       

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                                                                        PART II.
                                                               Other Information

Item 1.  Legal Proceedings                                                      

         There were no reportable  events during the quarter ended September 30,
1998.                                                         

Item 2.  Changes in Securities                                                  

         If Sprint  shareholders  approve the proposal to  restructure  Sprint's
         wireless   operations,   Sprint's   existing   common   stock  will  be
         recapitalized into PCS Stock and FON Stock. The meeting of shareholders
         to vote on the proposal has been  scheduled for November 13, 1998.  See
         Management's Discussion and Analysis of Financial Condition and Results
         of  Operations  for  further  discussion  regarding  the  restructuring
transaction.                                                  

Item 3.  Defaults Upon Senior Securities                                        

         There were no reportable  events during the quarter ended September 30,
1998.                                                         

Item 4.  Submission of Matters to a Vote of Security Holders                    

         There were no reportable  events during the quarter ended September 30,
1998.                                                         

Item 5.  Other Information                                                      

Ratio of Earnings to Fixed Charges                            

         Sprint's ratio of earnings to fixed charges was 5.65 for the 1998 third
         quarter  versus  7.04 for the 1997 third  quarter and 5.70 for the 1998
         year-to-date  period  versus 6.55 for the same  period a year ago.  The
         ratios were computed by dividing fixed charges into the sum of earnings
         (after certain adjustments) and fixed charges.  Earnings include income
         from continuing  operations before taxes, plus equity in the net losses
         of  less-than-50%  owned entities,  less  capitalized  interest.  Fixed
         charges  include  (a)  interest  on all debt of  continuing  operations
         (including  amortization  of debt  issuance  costs),  (b) the  interest
         component of operating  rents,  and (c) the pre-tax cost of  subsidiary
preferred stock dividends.                                    

Item 6.  Exhibits and Reports on Form 8-K                                       

(a)  Exhibits                                                         

             (2)  Restructuring   and  Merger  Agreement  By  and  Among  Sprint
                  Corporation,  Tele-Communications,  Inc., Comcast Corporation,
                  Cox  Communications,  Inc. and certain of their  subsidiaries,
                  dated  as of May  26,  1998  (filed  as  Exhibit  2 to  Sprint
                  Corporation  Current Report on Form 8-K dated May 26, 1998 and
incorporated herein by reference).          

(4)  Indentures                                       

                  (a)      Indenture  (including  form of security)  dated as of
                           October 1, 1998,  between Sprint Corporation and Bank
One, N.A., as Trustee.    

                  (b)      Indenture  (including  form of security)  dated as of
                           October 1, 1998,  among Sprint  Capital  Corporation,
                        Sprint Corporation and Bank One, N.A., as Trustee.

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(10)   Material Agreements                              

                  (a)      Master  Restructuring and Investment  Agreement Among
                           Sprint Corporation,  France Telecom S.A. and Deutsche
                           Telecom  AG,  dated  as of May  26,  1998  (filed  as
                           Exhibit 99(B) to Sprint Corporation Current Report on
                           Form 8-K dated May 26, 1998 and  incorporated  herein
by reference).            

                  (b)      364-Day Credit Agreement, dated as of August 7, 1998,
                           among   Sprint   Corporation   and   Sprint   Capital
                           Corporation,  as Borrowers,  and the Initial  Lenders
                           Named  Therein,  as Initial  Lenders,  and  Citibank,
                           N.A.,  as  Administrative  Agent and Morgan  Guaranty
                           Trust Company of New York, as Syndication  Agent, and
                           Bank  of   America   National   Trust   and   Savings
                           Association   and  The  Chase   Manhattan   Bank,  as
                           Documentation  Agents  (filed  as  Exhibit  10.23  to
                           Sprint   Corporation   Registration   Statement   No.
                      333-64241 and incorporated herein by reference).

                  (c)      Five-Year  Credit  Agreement,  dated as of  August 7,
                           1998,  among Sprint  Corporation  and Sprint  Capital
                           Corporation,  as Borrowers,  and the Initial  Lenders
                           Named  Therein,  as Initial  Lenders,  and  Citibank,
                           N.A., as  Administrative  Agent,  and Morgan Guaranty
                           Trust Company of New York, as Syndication  Agent, and
                           Bank  of   America   National   Trust   and   Savings
                           Association   and  The  Chase   Manhattan   Bank,  as
                           Documentation  Agents  (filed  as  Exhibit  10.24  to
                           Sprint   Corporation   Registration   Statement   No.
                      333-64241 and incorporated herein by reference).

(10)  Executive Compensation Plans and Arrangements     

                (d)      Summary of Executive Officer and Board of Directors
Benefits.                 

(12)  Computation of Ratio of Earnings to Fixed Charges 

(27)  Financial Data Schedule                           

(b) Reports on Form 8-K                                               

         No reports on Form 8-K were filed  during the quarter  ended  September
30, 1998.                                                     

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 SIGNATURE

Pursuant  to the  requirements  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.                                          

                    SPRINT CORPORATION
              (Registrant)

             By     /s/  John P. Meyer
               John P. Meyer
                                     Senior Vice President -- Controller
                              Principal Accounting Officer

Dated:  November 2, 1998                                                        

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               EXHIBIT INDEX

EXHIBIT                                                   
NUMBER                                                    

            (2)   Restructuring   and  Merger  Agreement  By  and  Among  Sprint
                  Corporation,  Tele-Communications,  Inc., Comcast Corporation,
                  Cox  Communications,  Inc. and certain of their  subsidiaries,
                  dated  as of May  26,  1998  (filed  as  Exhibit  2 to  Sprint
                  Corporation  Current Report on Form 8-K dated May 26, 1998 and
incorporated herein by reference).          

(4)   Indentures                                        

                  (a)      Indenture  (including  form of security)  dated as of
                           October 1, 1998,  between Sprint Corporation and Bank
One, N.A., as Trustee.    

                  (b)      Indenture  (including  form of security)  dated as of
                           October 1, 1998,  among Sprint  Capital  Corporation,
                        Sprint Corporation and Bank One, N.A., as Trustee.

(10)   Material Agreements                                

                  (a)      Master  Restructuring and Investment  Agreement Among
                           Sprint Corporation,  France Telecom S.A. and Deutsche
                           Telecom  AG,  dated  as of May  26,  1998  (filed  as
                           Exhibit 99(B) to Sprint Corporation Current Report on
                           Form 8-K dated May 26, 1998 and  incorporated  herein
by reference).            

                  (b)      364 Day Credit Agreement, dated as of August 7, 1998,
                           among   Sprint   Corporation   and   Sprint   Capital
                           Corporation,  as Borrowers,  and the Initial  Lenders
                           Named  Therein,  as Initial  Lenders,  and  Citibank,
                           N.A.,  as  Administrative  Agent and Morgan  Guaranty
                           Trust Company of New York, as Syndication  Agent, and
                           Bank  of   America   National   Trust   and   Savings
                           Association   and  the  Chase   Manhattan   Bank,  as
                           Documentation  Agents  (filed  as  Exhibit  10.23  to
                           Sprint   Corporation   Registration   Statement   No.
                      333-64241 and incorporated herein by reference).

                  (c)      Five  Year  Credit  Agreement,  dated as of August 7,
                           1998,  among Sprint  Corporation  and Sprint  Capital
                           Corporation,  as Borrowers,  and the Initial  Lenders
                           Named  Therein,  as Initial  Lenders,  and  Citibank,
                           N.A., as  Administrative  Agent,  and Morgan Guaranty
                           Trust Company of New York, as Syndication  Agent, and
                           Bank  of   America   National   Trust   and   Savings
                           Association   and  The  Chase   Manhattan   Bank,  as
                           Documentation  Agents  (filed  as  Exhibit  10.24  to
                           Sprint   Corporation   Registration   Statement   No.
                      333-64241 and incorporated herein by reference).

(10)   Executive Compensation Plans and Arrangements      

                (d)      Summary of Executive Officer and Board of Directors
Benefits.                 

(12)   Computation of Ratio of Earnings to Fixed Charges  

(27)   Financial Data Schedule

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	12/31/98	9		10-K, 11-K, SC 13D/A
	12/28/98	12
	11/13/98	9	29	DEFS14A
Filed on:	11/2/98	31		424B5, 8-A12B, 8-K
	10/1/98	29	32	S-4
For Period End:	9/30/98	1	30
	8/7/98	30	32	PRER14A
	5/26/98	25	32	8-K
				List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/02/24  T-Mobile US, Inc.                 10-K       12/31/23  134:17M
 2/14/23  T-Mobile US, Inc.                 10-K       12/31/22  140:22M
 2/11/22  T-Mobile US, Inc.                 10-K       12/31/21  136:23M
 2/23/21  T-Mobile US, Inc.                 10-K       12/31/20  147:25M
 8/10/20  T-Mobile US, Inc.                 10-Q/A      6/30/20   33:5.7M                                   Donnelley … Solutions/FA
 8/06/20  T-Mobile US, Inc.                 10-Q        6/30/20  132:29M

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Filing Submission 0000101830-98-000062 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sprint Corp – ‘10-Q’ for 9/30/98

As of: Monday, 11/2/98 · For: 9/30/98 · Accession #: 101830-98-62 · File #: 1-04721

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Sprint Corporation Form 10-QDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

6 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Sprint Corporation Form 10-Q
Document Table of Contents