SPRINT CORP, 424B5, 2001-01-16

SPRINT CORP
424B5, 2001-01-16
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

Previous: US ENERGY CORP, 10-Q, EX-27, 2001-01-16

Next: SONOMAWEST HOLDINGS INC, SC TO-I, 2001-01-16

<PAGE>

Filed pursuant to Rule 424(b)(5)
Registration No. 333-83577

The information in this prospectus supplement is not complete and may be
changed. The Securities and Exchange Commission has declared effective a
registration statement relating to these securities pursuant to Rule 415 under
the Securities Act of 1933. We will deliver a final prospectus supplement and
prospectus to purchasers of these securities. This prospectus supplement and
the accompanying prospectus are not an offer to sell or the solicitation of an
offer to buy nor are they seeking an offer to buy these securities in any
jurisdiction in which the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JANUARY 16, 2001

PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 3, 1999) January , 2001

--------------------------------------------------------------------------------
$

Sprint Capital Corporation
[LOGO] Sprint.

$ % Notes due 20
$ % Notes due 20
Unconditionally Guaranteed by
Sprint Corporation

--------------------------------------------------------------------------------

The 20 Notes will mature on , 20 and the 20 Notes will mature on ,
20 . Interest on the Notes is payable semiannually on and , beginning
, 2001. Sprint Capital may redeem some or all of the Notes at any time. The
redemption price is described under the heading "Description of Notes--Optional
Redemption and Ability to Purchase" on page S-13 of this Prospectus Supplement.
There is no sinking fund. Application will be made to list the Notes on the
Luxembourg Stock Exchange.

Investing in the Notes involves certain risks. See "Risk Factors" beginning on
page S-3 of this Prospectus Supplement.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus Supplement or the related Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

<TABLE>
<CAPTION>
Public Underwriting Proceeds
Offering Price Discounts to Sprint
---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per 20 Note % % %
Total $ $ $
---------------------------------------------------------------------------------------
Per 20 Note % % %
Total $ $ $
---------------------------------------------------------------------------------------
Combined Total $ $ $
(before expenses)
---------------------------------------------------------------------------------------
</TABLE>

Interest on the Notes will accrue from January , 2001 to the date of
delivery.

The Underwriters are offering the Notes subject to various conditions. The
Underwriters expect to deliver the Notes, in book-entry form only, to
purchasers through Depository Trust Company, Clearstream, Luxembourg or the
Euroclear System, as the case may be, on or about January , 2001.

Salomon Smith Barney UBS Warburg LLC

-----------

Banc of America Securities LLC
Credit Suisse First Boston
Deutsche Banc Alex. Brown
Lehman Brothers
JP Morgan
The Williams Capital Group, L.P.
<PAGE>

You should rely only on the information contained in or incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. We
have not authorized anyone to provide you with different information. We are
not making an offer of these securities in any jurisdiction where the offer is
not permitted. You should not assume that the information contained in or
incorporated by reference in this Prospectus Supplement or the accompanying
Prospectus is accurate as of any date other than the date on the front of this
Prospectus Supplement.

This Prospectus Supplement and the accompanying Prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange for the purpose of giving
information with regard to us. Sprint accepts responsibility for the
information contained in this Prospectus Supplement and the accompanying
Prospectus. The Luxembourg Stock Exchange takes no responsibility for the
contents of this document, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss no
matter how arising from or in reliance upon the whole or any part of the
contents of this Prospectus Supplement and the accompanying Prospectus.

We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange as of the settlement date or at any time thereafter, and settlement of
the Notes is not conditioned on obtaining this listing. Inquiries regarding our
listing status on the Luxembourg Stock Exchange should be directed to our
Luxembourg listing agent, Kredietbank S.A. Luxembourg, Kredietbank S.A.
Luxembourgeoise, 43, Boulevard Royal, L-2955, Luxembourg.

Offers and sales of the Notes are subject to restrictions in the United
Kingdom. The distribution of this Prospectus Supplement and Prospectus and the
offering of the Notes in certain other jurisdictions may also be restricted by
law. This Prospectus Supplement and accompanying Prospectus do not constitute
an offer of, or an invitation on Sprint's or Sprint Capital's behalf or on
behalf of the Underwriters or any of them to subscribe to or purchase, any of
the Notes. This Prospectus Supplement and the accompanying Prospectus may not
be used for or in connection with an offer or solicitation by anyone in any
jurisdiction in which such an offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation. Please
refer to the section entitled "Underwriting."

All references in this Prospectus Supplement and accompanying Prospectus to
"United States dollars," "U.S. Dollars," "dollars," "U.S. $," or "$" are to the
currency of the United States of America.

-----------

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
Prospectus Supplement
<S> <C>
Risk Factors .............................................................. S-3
Special Note Regarding Forward-Looking Statements.......................... S-6
Sprint Corporation......................................................... S-7
Executive Officers and Directors of Sprint................................. S-8
Executive Officers and Directors of Sprint Capital......................... S-9
Use of Proceeds............................................................ S-9
Capitalization of Sprint................................................... S-10
Capitalization of Sprint Capital........................................... S-10
Sprint Corporation Summary Financial Data.................................. S-11
Ratios of Earnings to Fixed Charges........................................ S-12
Description of Notes....................................................... S-12
United States Federal Income Tax Considerations............................ S-19
Underwriting............................................................... S-22
Legal Matters.............................................................. S-24
Experts.................................................................... S-24
Where You Can Find More Information........................................ S-24
Listing and General Information............................................ S-25

Prospectus
Where You Can Find More Information........................................ 2
Sprint Capital Corporation................................................. 2
Sprint Corporation......................................................... 3
Use of Proceeds............................................................ 3
Ratios of Earnings to Fixed Charges........................................ 4
Description of Debt Securities............................................. 4
Description of Guarantees.................................................. 13
Validity of the Debt Securities and Guarantees............................. 14
Experts.................................................................... 14
Plan of Distribution....................................................... 14
</TABLE>

S-2
<PAGE>

RISK FACTORS

An investment in the Notes involves certain risks. You should consider the
following risk factors and the other information in this prospectus supplement
carefully before purchasing any of the Notes. See "Special Note Regarding
Forward-Looking Statements."

Failure to satisfy substantial capital requirements could have a material
adverse effect on Sprint.

The FON Group and the PCS Group will continue to require substantial
additional capital. Sprint may not be able to arrange additional financing to
fund its capital requirements on terms acceptable to Sprint. Failure to obtain
suitable financing could result in the delay or abandonment of the PCS Group's
development or expansion plans, the failure of the PCS Group to meet some of
its regulatory buildout requirements or the inability of the FON Group to
continue to grow its business and meet competitive challenges.

Any inability to repay or refinance significant indebtedness of either the PCS
Group or the FON Group could have a material adverse effect on Sprint's
financial condition.

Both the FON Group and the PCS Group have substantial indebtedness. Sprint
intends to incur additional indebtedness in the future as it implements the
business plans of the PCS Group and the FON Group. In connection with the
execution of its business strategies, Sprint is continuously evaluating
acquisition opportunities with respect to both the FON Group and the PCS Group,
and it may elect to finance acquisitions by incurring additional indebtedness.
A portion of Sprint's future cash flow from operations will be required for the
payment of principal and interest on its indebtedness, which would reduce the
funds available for its operations, including capital investments and business
expenses. This could hinder its ability to adjust to changing market and
economic conditions. If Sprint incurs significant additional indebtedness, its
credit rating could be adversely affected. As a result Sprint's borrowing costs
would likely increase.

The PCS Group's ability to make scheduled payments of principal and interest
on or to refinance its indebtedness depends on its future performance and
successful implementation of its business plan, which is subject not only to
its own actions but also to general economic, financial, competitive,
legislative, regulatory and other factors beyond its control. The PCS Group's
business may not generate sufficient cash flow from operations and future
credit may not be available to enable the PCS Group to service its
indebtedness. See "Ratios of Earnings to Fixed Charges." In addition, Sprint
may not be able to arrange additional financing to fund the PCS Group's debt
service on terms acceptable to Sprint, and Sprint may not be willing or able to
provide financing itself.

The PCS Group will continue to have operating losses during 2001.

We expect that the PCS Group will continue to incur operating losses during
2001 while it continues to expand its network and customer base. If the PCS
Group does not achieve and maintain operating profitability on a timely basis,
the PCS Group may be unable to make capital expenditures necessary to implement
its business plan, meet its debt service requirements or otherwise conduct its
business in an effective and competitive manner. These events could have a
material adverse effect on the financial condition of the PCS Group and Sprint
as a whole.

Substantial competition in the telecommunications industry could adversely
affect Sprint.

There is substantial competition in the telecommunications industry. The
traditional dividing lines between long distance, local, wireless and Internet
services are increasingly becoming blurred. Through mergers and various service
integration strategies, all major providers, including Sprint, are striving to
provide integrated solutions both within and across all geographical markets.

S-3
<PAGE>

We expect competition to intensify as a result of the entrance of new
competitors and the rapid development of new technologies, products and
services. We cannot predict which of many possible future technologies,
products or services will be important to maintain our competitive position or
what expenditures will be required to develop and provide these technologies,
products or services. Our ability to compete successfully will depend on
marketing and on our ability to anticipate and respond to various competitive
factors affecting the industry, including new services that may be introduced,
changes in consumer preferences, demographic trends, economic conditions and
discount pricing strategies by competitors.

PCS Group. Each of the markets in which the PCS Group competes is served by
other two-way wireless service providers, including cellular and PCS operators
and resellers. A majority of markets have five or more commercial mobile
service providers, and each of the top 50 metropolitan markets has at least two
other PCS competitors in addition to two cellular incumbents. Many of these
competitors have been operating for a number of years and currently serve a
substantial subscriber base. Competition also may increase to the extent that
licenses are transferred from smaller stand-alone operations to larger, better
capitalized and more experienced wireless communications operations that may be
able to offer customers network features not offered by the PCS Group.

The PCS Group relies on agreements to provide automatic roaming capability
to PCS Group customers in many of the areas of the United States not served by
the PCS Group's network, which primarily services metropolitan areas. Certain
competitors may be able to offer coverage in areas not served by the PCS
Group's network or may be able to offer roaming rates that are lower than those
offered by the PCS Group.

Many cellular providers, some of which have an infrastructure in place and
have been operating for a number of years, have been upgrading their systems
and provide expanded and digital services to compete with the PCS Group's
services. Many of these wireless providers require their customers to enter
into long term contracts, which may make it more difficult for the PCS Group to
attract these customers away from these wireless providers.

We anticipate that market prices for two-way wireless voice services
generally will decline in the future as a result of increased competition. The
significant competition among wireless providers, including from new entrants,
is expected to continue to drive service and equipment prices lower. We also
expect that there will be increases in advertising and promotion spending,
along with increased demands on access to distribution channels. All of this
may lead to greater choices for customers, possible consumer confusion and
increasing industry churn.

FON Group. The long distance division, as the nation's third largest
provider of long distance services, competes with AT&T and WorldCom, as well as
a host of smaller competitors. A class of new entrants has emerged (such as
Qwest Communications International Inc. and Level 3 Communications, Inc.) that
are building high-capacity fiber-optic networks capable of supporting
tremendous amounts of bandwidth. Although these new entrants have not captured
a large market share, they and others with a strategy of utilizing Internet-
based networks claim certain cost structure advantages which, among other
factors, may position them well for the future. Competition has forced low
prices for long distance services. The significant increase in capacity
resulting from new networks may drive prices down further.

The Telecommunications Act of 1996 allows the Regional Bell Operating
Companies to provide long distance services in their respective regions if
certain conditions are met. As of December 31, 2000, Verizon Communications had
entered the long distance market in New York and SBC Communications had entered
the long distance market in Texas. Both were successful in obtaining a
significant market share in a short period of time. Once they enter other
markets, the Regional Bell Operating Companies should prove to be formidable
long distance competitors due to, among other things, geographic coverage and
customer loyalty.

Because our local division operations are largely in rural markets,
competition in the local division's markets is occurring more gradually. There
is already significant competition in urban areas served by the FON

S-4
<PAGE>

Group and for business customers located in all areas. Certain combinations
involving competitors may increase competition. In addition, wireless services
will continue to grow as an alternative to wireline services as a means of
reaching local customers.

Risk associated with the business of the PCS Group may adversely affect overall
Sprint performance.

PCS Group Network Buildout. The PCS Group has additional buildout and
capacity additions to complete. As the PCS Group continues the buildout and
expansion of its PCS network, it must:

. obtain rights to a large number of cell sites;

. obtain zoning variances or other approvals or permits for network
construction and expansion;

. complete the radio frequency design, including cell site design,
frequency planning and network optimization, for each of its expansion
areas;

. complete the fixed network implementation, which includes designing and
installing network switching systems, radio systems, interconnecting
facilities and systems, and operating support systems; and

. build and maintain additional network capacity to satisfy customer
growth in certain areas where initial buildout has occurred.

Network buildout and expansion may not occur as scheduled, when the FCC
requires, or at the cost that the PCS Group has estimated. Problems in vendor
equipment availability or performance could delay the expansion of operations
in our markets or result in increased costs. Failure or delay to complete the
expansion of the network, or increased costs of buildout, could have a material
adverse effect on the operations and financial condition of the PCS Group or
Sprint as a whole.

The PCS Group expects to continue to supplement its own network buildout
through affiliation arrangements with other companies. Under these
arrangements, these companies offer PCS services under the Sprint PCS brand
name, allow Sprint to retain a portion of collected revenues, and complete
network buildout at their own expense. The related PCS networks are in various
stages of network buildout and launch. There can be no certainty that these
companies will obtain the necessary financing to complete and operate their
networks.

Significant Change in Wireless Industry. The wireless telecommunications
industry is experiencing significant technological change, including
improvements in the capacity and quality of digital technology. This
causes uncertainty about future customer demand for the PCS Group's services
and the prices that we will be able to charge for these services. This rapid
change may lead to the development of wireless telecommunications service or
alternative service that consumers prefer over PCS. There is also uncertainty
as to the extent to which airtime charges and monthly recurring charges may
continue to decline. As a result, the future prospects of the wireless industry
and the PCS Group and the success of PCS and other competitive services remain
uncertain.

Customer Churn. The PCS Group has experienced a high rate of customer churn.
A high rate of customer churn could have a material adverse effect on the
operations and financial condition of the PCS Group or Sprint as a whole.
Although the PCS Group has implemented and plans to continue implementing
strategies to address customer churn, these strategies may not be successful
and the rate of customer churn may not decline.

S-5
<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement includes and incorporates by reference "forward-
looking statements" within the meaning of the securities laws. All statements
regarding the expected financial position, business and financing plans of
Sprint, the FON Group and the PCS Group and statements that are not historical
facts are "forward-looking statements." These forward-looking statements,
including statements relating to the future business prospects, revenues,
working capital, liquidity, capital needs, PCS network buildout, interest costs
and income, in each case relating to Sprint, the FON Group and the PCS Group,
are estimates and projections reflecting our best judgment and involve a number
of risks and uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. Although we believe
that the estimates and projections reflected in the forward-looking statements
are reasonable, our expectations may prove to be incorrect. Important 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 costs and business risks associated with entering new markets
necessary to provide nationwide services and providing new services;

. the ability of the PCS Group to continue to grow a significant market
presence;

. the uncertainties related to Sprint's investments in joint ventures;

. the effects of mergers and consolidations within the telecommunications
industry;

. the impact of any unusual items resulting from ongoing evaluations of
Sprint's business strategies;

. regulatory risks, including the impact of the Telecommunications Act of
1996;

. unexpected results of litigation filed against Sprint;

. 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 we have no control; and

. those factors listed in this prospectus supplement under "Risk Factors."

The words "estimate," "project," "intend," "expect," "believe" and similar
expressions identify forward-looking statements. These forward-looking
statements are found at various places throughout this Prospectus Supplement
and the other documents incorporated by reference in this Prospectus
Supplement. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of the documents in which these
statements appear.

We have no obligation to revise these forward-looking statements to reflect
events or circumstances after the date of this Prospectus Supplement or to
reflect the occurrence of unanticipated events. Moreover, in the future, we may
make forward-looking statements about the matters described in this Prospectus
Supplement or other matters concerning Sprint or any Sprint affiliate.

S-6
<PAGE>

SPRINT CORPORATION

Sprint is a diversified telecommunications company, providing long distance,
local and wireless communications services. Sprint's businesses are divided
into the PCS Group and the FON Group.

The PCS Group

The FON Group

The FON Group consists of all of Sprint's businesses and assets not included
in the PCS Group.

Sprint's long distance division is the nation's third-largest provider of
long distance telephone services. In this division, Sprint operates a
nationwide, all-digital long distance telecommunications network that uses
state-of-the-art fiber-optic and electronic technology. This division provides
domestic and international voice, video and data communications services.

Sprint's local telecommunications division consists primarily of regulated
local exchange carriers. This division provides local services and access for
telephone customers and other carriers to Sprint's local exchange facilities
and sells telecommunications equipment and long distance services within
specified geographical areas.

Sprint's product distribution and directory publishing businesses consist of
wholesale distribution of telecommunications equipment and publishing and
marketing white and yellow page telephone directories.

Sprint is developing and deploying new integrated communications services,
referred to as Sprint IONSM, Integrated On-Demand Network. Sprint ION extends
Sprint's existing network capabilities to the customer and enables Sprint to
provide the network infrastructure to meet customers' demands for advanced
services including integrated voice, data, Internet and video. It is also
expected to be the foundation for Sprint to provide new competitive local
service.

Other activities of the FON Group include the cable TV service operations of
the broadband fixed wireless companies acquired in the second half of 1999 and
Sprint's investment in EarthLink, Inc., an Internet service provider, Call-Net,
a long distance provider in Canada, and certain other telecommunications
investments and ventures. Sprint sold its interest in Global One, its
international alliance with France Telecom and Deutsche Telekom, in February
2000.

Recent Developments

In December 2000, Amalgamated Bank, an institutional shareholder, filed a
derivative action against Sprint and certain of its current and former officers
and directors in the Jackson County, Missouri, Circuit Court. The complaint
alleges that the individual defendants breached their fiduciary duties to
Sprint and were unjustly enriched by making undisclosed amendments to Sprint's
stock option plans, by failing to disclose certain information concerning
regulatory approval of the proposed merger of Sprint and WorldCom, and by
overstating Sprint's earnings for the first quarter of 2000. The plaintiff
seeks damages, to be paid to Sprint, in an unspecified amount.

S-7
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS
OF SPRINT

Executive Officers

<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
William T. Esrey........ Chairman and Chief Executive Officer
Ronald T. LeMay......... President and Chief Operating Officer
Michael B. Fuller....... President-Local Telecommunications Division
Don G. Hallacy.......... President-Technology Services
Arthur A. Kurtze........ President-National Integrated Services
Len J. Lauer............ President-Global Markets Group
Charles E. Levine....... Chief Operating Officer-PCS
J. Richard Devlin....... Executive Vice President-General Counsel and External Affairs
Arthur B. Krause........ Executive Vice President-Chief Financial Officer
Gene M. Betts........... Senior Vice President and Treasurer
Forrest E. Mattix....... Senior Vice President-Public Affairs
John P. Meyer........... Senior Vice President and Controller
Liane J. Pelletier...... Senior Vice President-Strategic Planning/Corporate Development
I. Benjamin Watson...... Senior Vice President-Human Resources
</TABLE>

Directors

<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<S> <C>
DuBose Ausley........... Chairman of Ausley & McMullen
Warren L. Batts......... Retired Chairman and Chief Executive Officer of Tupperware
Corporation
William T. Esrey........ Chairman and Chief Executive Officer of Sprint
Irvine O. Hockaday,
Jr..................... President and Chief Executive Officer of Hallmark Cards, Inc.
Harold S. Hook.......... Retired Chairman and Chief Executive Officer of American
General Corporation
Ronald T. LeMay......... President and Chief Operating Officer of Sprint
Linda Koch Lorimer...... Vice President and Secretary of Yale University
Charles E. Rice......... Vice Chairman-Corporate Development of Bank of America
Louis W. Smith.......... President and Chief Executive Officer of Ewing Marion Kauffman Foundation
Stewart Turley.......... Retired Chairman of Eckerd Corporation
</TABLE>

Each of the above-named persons is a full-time employee of Sprint, except
Ms. Lorimer and Messrs. Ausley, Batts, Hockaday, Hook, Rice, Smith and Turley.
The business address of each, in his or her capacity as an Executive Officer or
Director, is c/o Sprint Corporation, 2330 Shawnee Mission Parkway, Westwood,
Kansas 66205.

S-8
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS
OF SPRINT CAPITAL
<TABLE>

<CAPTION>
Name Position
---- --------
<S> <C>
Arthur B. Krause........ President and Chief Executive Officer and Director
Gene M. Betts........... Senior Vice President and Chief Financial Officer and Director
John P. Meyer........... Senior Vice President and Controller
Thomas A. Gerke......... Vice President and Secretary and Director
Dennis C. Piper......... Vice President and Treasurer
</TABLE>

Each of the above-named persons is a full-time employee of Sprint. The
business address of each, in his capacity as an Executive Officer or Director,
is c/o Sprint Corporation, 2330 Shawnee Mission Parkway, Westwood, Kansas
66205.

USE OF PROCEEDS

The net proceeds to Sprint Capital from the Notes offering will be
approximately $ . Sprint intends that such proceeds will be used to repay
commercial paper. As of January 15, 2001, Sprint had outstanding more than $3
billion in commercial paper, bearing interest at annual rates from 5.993% to
7.909%. Pending such use, a portion of such funds may be invested in short-term
securities. Sprint has used the commercial paper to repay indebtedness and for
working capital, capital expenditures and other purposes.

S-9
<PAGE>

CAPITALIZATION OF SPRINT

The following table sets forth as of September 30, 2000 the historical
consolidated capitalization of Sprint.

<TABLE>
<CAPTION>
As of
September 30,
2000
-------------
(in millions)
<S> <C>
Cash and equivalents.......................................... $ 219
=======
Short-term debt (includes maturities of long-term debt)....... $ 491
Long-term debt................................................ 17,151
Class A common stock, $2.50 par value, 200.0 million shares
authorized, 86.2 million shares issued and outstanding (each
share represents the right to one FON share and 1/2 PCS
share)....................................................... 216
FON stock, $2.00 par value, 4.2 billion shares authorized,
798.8 million shares issued and 797.1 million shares out-
standing..................................................... 1,598
PCS stock, $1.00 par value, 2.35 billion shares authorized,
930.4 million shares issued and outstanding.................. 930
PCS preferred stock, no par, 0.3 million shares authorized,
0.2 million shares issued and outstanding.................... 247
Capital in excess of par or stated value...................... 9,303
Retained earnings............................................. 2,119
Treasury stock, at cost, 1.7 million shares................... (50)
Other......................................................... 27
-------
Total capitalization......................................... $32,032
=======
</TABLE>

Except as described in this Prospectus Supplement, the accompanying
Prospectus or in the documents incorporated by reference herein, there has been
no material change in Sprint's consolidated capitalization since
September 30, 2000.

CAPITALIZATION OF SPRINT CAPITAL

Sprint Capital's authorized stock consists of 100 shares of $2.50 par value
common stock, all of which is outstanding and issued to Sprint. As of September
30, 2000, Sprint Capital had $10,816,666,000 principal amount of long-term debt
outstanding (includes current maturities). Except as described in this
Prospectus Supplement, the related Prospectus or in the documents incorporated
by reference herein, there has been no material change in Sprint Capital's
capitalization since September 30, 2000.

S-10
<PAGE>

SPRINT CORPORATION

SUMMARY FINANCIAL DATA

The following table sets forth the summary financial data of Sprint,
prepared, where appropriate, using the consolidated financial statements of
Sprint, which, as of and for the years ended December 31, 1999, 1998 and 1997,
have been audited by Ernst & Young LLP, independent auditors.

<TABLE>
<CAPTION>
Nine Months
Ended September 30, Year Ended December 31,
------------------- ----------------------------
2000 1999 1999 1998(/1/) 1997(/1/)
--------- --------- ------- --------- ---------
(millions, except per share data)
<S> <C> <C> <C> <C> <C>
Results of Operations
Net operating revenues............. $ 17,237 $ 14,608 $19,928 $16,881 $14,564
Operating income
(loss)(/2/),(/3/),(/4/)........... 635 (126) (307) 190 2,451
Income (Loss) from continuing
operations(/2/),(/3/),(/4/),(/5/).. (162) (470) (745) 585 1,094
Earnings per Share and Dividends
Earnings per common share from
continuing operations:
Diluted........................... $ NA $ NA $ NA $ NM $ 2.51
Basic............................. NA NA NA NM 2.54
Dividends per common share......... NA NA NA 0.75 1.00
Earnings (Loss) per Share and
Dividends(/6/),(/7/)
Earnings (Loss) per common share
from continuing
operations:(/3/),(/4/),(/5/)
Sprint FON Group (diluted)........ $ 1.34 $ 1.48 $ 1.97 $ 1.93 $ 1.73
Sprint FON Group (basic).......... 1.36 1.51 2.01 1.96 1.76
Sprint PCS Group (diluted and
basic)........................... (1.42) (1.97) (2.71) (2.21) (1.98)
Dividends per FON common share..... 0.375 0.375 0.500 0.500 0.500
Financial Position
Total assets....................... $ 40,845 $39,250 $33,257 $18,274
Property, plant and equipment,
net............................... 23,897 21,969 18,983 11,494
Total debt (including short-term
borrowings)....................... 17,642 16,772 12,189 3,880
Shareholders' equity............... 14,390 13,560 12,448 9,025
Cash Flow Data
Net cash provided by operating
activities--continuing
operations........................ $ 2,927 $ 1,328 $ 1,952 $ 4,199 $ 3,372
Capital expenditures............... 4,765 4,035 6,114 4,231 2,863
</TABLE>
Certain prior-year amounts have been reclassified to conform to the
current-year presentation. These reclassifications had no effect on the results
of operations or shareholders' equity as previously reported.
(/1/)In November 1998, Sprint purchased from the cable partners the remaining
ownership interests in Sprint Spectrum Holding Company, L.P. and
PhillieCo, L.P. (the "PCS restructuring"). Also in November 1998, Sprint
reclassified each of its publicly traded common shares into one share of
FON common stock and one-half share of PCS common stock (the
"recapitalization"). Sprint's 1998 results of operations include Sprint
PCS' operating results on a consolidated basis for the entire year. The
cable partners' share of losses through the PCS restructuring date has
been reflected as "Other partners' loss in Sprint PCS" in the Consolidated
Statements of Operations. Before 1998, Sprint's investment in Sprint PCS
was accounted for using the equity method. Sprint PCS' financial position
at year-end 1998 has also been reflected on a consolidated basis. Cash
flow data reflects Sprint PCS' cash flows only after the PCS restructuring
date.
(/2/)In 1998, the PCS Group recorded a nonrecurring charge to write off $179
million of acquired in-process research and development costs related to
the PCS restructuring. This charge reduced operating income and income
from continuing operations by $179 million.
(/3/)The FON Group recorded nonrecurring charges of $20 million in 1997 related
to litigation within the long distance division. This charge reduced
income from continuing operations by $13 million in 1997.
(/4/)Sprint recorded nonrecurring charges of $187 million in the 2000 second
quarter related to costs associated with the proposed WorldCom, Inc.
merger, which has been terminated. These charges reduced income from
continuing operations by $121 million in 2000.
(/5/)In 1998, the FON Group recorded net nonrecurring gains of $104 million
mainly from the sale of local exchanges. This increased income from
continuing operations by $62 million. In 1997, the FON Group recorded
nonrecurring gains of $71 million mainly from sales of local exchanges and
certain investments. These gains increased income from continuing
operations by $44 million.
(/6/)In December 1999, the Sprint Board of Directors authorized a two-for-one
stock split of Sprint PCS common stock in the form of a stock dividend,
which was distributed on February 4, 2000 to the PCS shareholders. In the
second quarter of 1999, Sprint effected a two-for-one stock split of its
Sprint FON common stock. As a result, diluted and basic earnings per
common share and dividends for Sprint FON common stock and diluted and
basic loss per common share for Sprint PCS common stock have been restated
for periods before these stock splits.
(/7/)Earnings per share and dividends for the FON Group for periods prior to
1999 are on a pro forma basis and assume the FON shares created in the
1998 recapitalization of Sprint's common stock existed for such periods.
Loss per share for the PCS Group for periods prior to 1999 is on a pro
forma basis and assumes the PCS restructuring, the recapitalization, the
purchase of 5.1 million PCS shares by France Telecom and Deutsche Telekom
that occurred in connection with the PCS restructuring and the PCS Group's
write-off of $179 million of acquired in-process research and development
costs occurred at the beginning of 1997. These pro forma amounts are for
comparative purposes only and do not necessarily represent what actual
results of operations would have been had the transactions occurred at the
beginning of 1997, nor do they indicate the results of future operations.
NM = Not meaningful
NA = Not applicable

S-11
<PAGE>

RATIOS OF EARNINGS TO FIXED CHARGES

For the nine months ended September 30, 2000 and the year ended December 31,
1999, Sprint's earnings, as adjusted as described below, were inadequate to
cover fixed charges by $63 million and $1.1 billion, respectively. Sprint's
ratio of earnings to fixed charges was 1.30 for the three months ended
September 30, 2000. The ratio was computed by dividing fixed charges into the
sum of earnings and fixed charges. Earnings include income (loss) from
continuing operations before income taxes, plus equity in net losses of
entities that are less than 50% owned by Sprint, less capitalized interest.
Fixed charges include interest on all debt of continuing operations, including
amortization of debt issuance costs, and the interest component of operating
rents.

DESCRIPTION OF NOTES

As used herein, the term " 20 Notes" refers to the % Notes due 20 and the
term " 20 Notes" refers to the % Notes due 20 .

The 20 Notes and the 20 Notes will be issued as separate series of Debt
Securities under an Indenture, dated as of October 1, 1998, among Sprint
Capital, Sprint and Bank One, N.A., as trustee (the "Trustee"), as supplemented
by a First Supplemental Indenture, dated as of January 15, 1999 (as so amended,
the "Sprint Capital Indenture"). The provisions of the Sprint Capital Indenture
are more fully described under "Description of Debt Securities" and
"Description of Guarantees" in the accompanying Prospectus. Capitalized terms
not otherwise defined in this section have the meanings given to them in the
accompanying Prospectus and the Sprint Capital Indenture. As of the date of
this Prospectus Supplement, $10.5 billion aggregate principal amount of Debt
Securities has been previously issued under the Sprint Capital Indenture.

General

The Notes will have the following terms:

<TABLE>
<S> <C> <C> <C>
Principal Amount Interest Rate Maturity Date
---------------- ------------- -------------
20 Notes $ % , 20
20 Notes $ % , 20
</TABLE>

In each case, interest will accrue from January , 2001, or from the most
recent interest payment date to which interest has been paid or duly provided
for. Interest will be payable semiannually on January and July of each
year, commencing July , 2001, to the persons in whose names the Notes are
registered at the close of business on or , as the case may be, next
preceding such interest payment date. Interest will be calculated on the basis
of a 360-day year of twelve 30-day months.

The Notes will not have the benefit of a sinking fund.

Ranking

The Notes will be senior unsecured obligations of Sprint Capital and will
rank equally with all other senior unsecured and unsubordinated indebtedness of
Sprint Capital. The Guarantees will be senior unsecured obligations of Sprint
and will rank equally with all other senior unsecured and unsubordinated
indebtedness of Sprint.

The Notes and the Guarantees will be effectively subordinated to any secured
indebtedness of Sprint Capital or Sprint, as the case may be, to the extent of
the value of the assets securing such indebtedness. The Sprint Capital
Indenture permits Sprint and its Restricted Subsidiaries to incur or permit to
be outstanding secured indebtedness plus attributable debt with respect to any
sale and leaseback transaction in an aggregate amount not exceeding 15% of the
Consolidated Net Tangible Assets of Sprint and its subsidiaries, in addition

S-12
<PAGE>

to Permitted Liens, all as described under "Description of Debt Securities--
Restrictive Covenant--Sprint" in the accompanying Prospectus. Sprint's assets
consist principally of the stock of and advances to its subsidiaries. Almost
all the operating assets of Sprint and its consolidated subsidiaries are owned
by such subsidiaries and Sprint relies primarily on interest and dividends from
such subsidiaries to meet its obligations for payment of principal and interest
on its outstanding debt obligations, including guarantees, and corporate
expenses. The Notes and the Guarantees will be structurally subordinated to all
obligations, including trade payables, of subsidiaries of Sprint Capital or
Sprint, as the case may be.

Optional Redemption and Ability to Purchase

The Notes will be redeemable, as a whole or in part, at the option of Sprint
Capital, at any time or from time to time, on at least 30 days, but not more
than 60 days, prior notice mailed to the registered address of each holder of
Notes. The redemption prices will be equal to the greater of (1) 100% of the
principal amount of the Notes to be redeemed or (2) the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at a rate equal to the sum of the Treasury Rate (as defined below) and:

. basis points for the 20
Notes
. basis points for the 20
Notes

In the case of each of clause (1) and (2), accrued interest will be payable to
the redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the 20 Notes or the 20 Notes, as the case may be, to be
redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by Sprint Capital.

"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the Reference Treasury Dealer Quotations for such redemption
date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third business day preceding such redemption date.

"Reference Treasury Dealer" means each of Salomon Smith Barney Inc., UBS
Warburg LLC, and three other primary U.S. Government securities dealers (each a
"Primary Treasury Dealer") selected by Sprint Capital and their respective
successors. If any of the foregoing shall cease to be a Primary Treasury
Dealer, Sprint Capital shall substitute another nationally recognized
investment banking firm that is a Primary Treasury Dealer.

"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of principal of and interest on such
Note that would be due after the related redemption date but for such
redemption. If such redemption date is not an interest payment date with
respect to such Note, the amount of the next succeeding scheduled interest
payment on such Note will be reduced by the amount of interest accrued on such
Note to such redemption date.

S-13
<PAGE>

On and after the redemption date, interest will cease to accrue on the Notes
or any portion of the Notes called for redemption (unless Sprint Capital
defaults in the payment of the redemption price and accrued interest). On or
before the redemption date, Sprint Capital will deposit with a paying agent (or
the Trustee) money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed on such date. If less than all of the
Notes of any series are to be redeemed, the Notes to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

For so long as the Notes are listed on the Luxembourg Stock Exchange and the
rules of the Luxembourg Stock Exchange so require, notice of redemption shall
be given by publication in a leading newspaper having general circulation in
Luxembourg (which is expected to be the Luxembourg Wort). If in the opinion of
the Trustee or the Paying Agent publication in such manner is not practicable,
notices will be deemed duly given if published in such other leading daily
newspaper(s) with general circulation in Western Europe as the Trustee or the
Paying Agent may approve.

The repayment price of any Note redeemed at maturity will equal the
principal amount of the Note. For so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of such exchange so require, the
Luxembourg Stock Exchange will be informed of the principal amounts outstanding
of the Notes following each interest payment date and each principal payment
date and will be notified if holders of the Notes do not receive scheduled
payments of principal or interest.

The terms of the Notes do not prevent Sprint from purchasing Notes on the
open market.

Global Clearance and Settlement Procedures

Investors in the Global Securities representing any of the Debt Securities
issued under the Prospectus Supplement may hold a beneficial interest in such
Global Securities through the Depositary Trust Company ("DTC"), Clearstream,
Luxembourg ("Clearstream") or Euroclear (as defined below) or through
participants. The Global Securities may be traded as home market instruments in
both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle as set forth below or in the accompanying
Prospectus under "Description of Debt Securities--Same-Day Settlement and
Payment."

Clearstream is incorporated under the laws of Luxembourg as a professional
depository. Clearstream holds securities for its participating organizations
and facilitates the clearance and settlement of securities transactions between
Clearstream participants through electronic book-entry changes in accounts of
Clearstream participants, thereby eliminating the need for physical movement of
certificates. Transactions may be settled in Clearstream in any of 28
currencies, including United States dollars. Clearstream provides to its
participants, among other things, services for safekeeping, administration,
clearance, and settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic markets in several
countries. As a professional depository, Clearstream is subject to regulation
by the Luxembourg Monetary Institute. Clearstream participants are recognized
financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations and may include the underwriters named in this
Prospectus Supplement. Indirect access to Clearstream is also available to
others, such as banks, brokers, dealers, and trust companies that clear through
or maintain a custodial relationship with a Clearstream participant, either
directly or indirectly.

The Euroclear System was created in 1968 to hold securities for participants
of the Euroclear System and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, eliminating the need for physical movement of certificates and any
risk from lack of simultaneous transfers of securities and cash. Transactions
may now be settled in any of 32 currencies, including United States dollars.
The Euroclear System includes various other services, including securities
lending and borrowing, and interfaces with domestic markets in several
countries generally similar to the arrangements for cross-market transfers with
DTC. The Euroclear System is operated by Morgan Guaranty Trust Company of New
York, Brussels, Belgium office (the "Euroclear Operator" or "Euroclear"), under

S-14
<PAGE>

contract with Euroclear Clearance System S.C., a Belgian cooperative
corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for the Euroclear System on behalf of Euroclear
participants. Euroclear participants include banks (including central banks),
securities brokers and dealers, and other professional financial intermediaries
and may include the underwriters. Indirect access to the Euroclear System is
also available to other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or indirectly.

The Euroclear Operator is a member bank of the Federal Reserve System. As
such, it is regulated and examined by the Federal Reserve Board and the New
York State Banking Department, as well as the Belgian Banking Commission.

Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within the Euroclear System, withdrawals of
securities and cash from the Euroclear System, and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. The Euroclear Operator
acts under the Terms and Conditions only on behalf of Euroclear participants,
and has no record of or relationship with persons holding through Euroclear
participants.

Principal, premium, if any, and interest payments with respect to Debt
Securities held through Clearstream or Euroclear will be credited to the cash
accounts of Clearstream participants or Euroclear participants in accordance
with the relevant system's rules and procedures, to the extent received by its
depository. Such distributions will be subject to tax reporting in accordance
with relevant United States tax laws and regulations as described below.
Clearstream or the Euroclear Operator, as the case may be, will take any other
action permitted to be taken by a holder under the Sprint Capital Indenture on
behalf of a Clearstream participant or Euroclear participant only in accordance
with its relevant rules and procedures and subject to its depository's ability
to effect such actions on its behalf through DTC, as Depositary.

For so long as the Notes are listed on the Luxembourg Stock Exchange, Sprint
Capital will maintain a paying agent and a transfer agent in Luxembourg for
payments in respect of any Notes in definitive form ("Definitive Notes") that
may be outstanding. We have appointed Kredietbank S.A. Luxembourgeoise as
paying agent and transfer agent in Luxembourg with respect to the notes in
definitive form. As long as the notes are listed on the Luxembourg Stock
Exchange, we will maintain a paying and transfer agent in Luxembourg, and any
change in the Luxembourg paying agent and transfer agent will be published in
Luxembourg. See "--Notices" below. Sprint Capital will also appoint a paying
agent in the United States. Upon the issuance of Definitive Notes, payments of
interest on each Definitive Note will be made by check drawn on a bank in the
United States or by transfer to an account maintained by a paying agent, and
will be made to the person in whose name such Definitive Note is registered.
Payment of principal on a Definitive Note will be made upon presentation and
surrender of such Definitive Note at the specified office of the paying agent
by a check drawn on a bank in the United States. Definitive Notes will not be
issued, except in very limited circumstances. See "Description of Debt
Securities--General" and "Description of Debt Securities--Book-Entry System" in
the accompanying Prospectus.

Initial Settlement

All Global Securities will be registered in the name of Cede & Co. as nominee
of DTC. Investors' interests in the Global Securities will be represented
through financial institutions acting on their behalf as direct and indirect
participants in the Depositary. As a result, Clearstream and Euroclear will
hold positions on behalf of their participants through their respective
depositories, Citibank, N.A. ("Citibank") and The Chase Manhattan Bank
("Chase"), which in turn will hold such positions in accounts as participants
of DTC.

S-15
<PAGE>

Global Securities held through DTC will follow the settlement practices
described under "Description of Debt Securities--Same Day Settlement and
Payment" in the accompanying Prospectus. Investor securities custody accounts
will be credited with their holdings against payment on the settlement date.
Global Securities held through Clearstream or Euroclear accounts will follow
the settlement procedures applicable to conventional eurobonds, except that
there will be no temporary global security and no "lock-up" or restricted
period. Global Securities will be credited to the securities custody accounts
on the settlement date against payment.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

Trading between DTC Participants. Secondary market trading between DTC
participants will be settled using the procedures described under "Description
of Debt Securities--Same Day Settlement and Payment" in the accompanying
Prospectus.

Trading between Clearstream and/or Euroclear Participants. Secondary market
trading between Clearstream participants and/or Euroclear participants will be
settled using the procedures applicable to conventional eurobonds.

Trading between DTC Seller and Clearstream or Euroclear Purchaser. When
beneficial interests in the Global Securities are to be transferred from the
account of a DTC participant to the account of a Clearstream participant or a
Euroclear participant, the purchaser will send instructions to Clearstream or
Euroclear through a participant at least one business day prior to settlement.
Clearstream or Euroclear will instruct Citibank or Chase, as the case may be,
to receive a beneficial interest in the Global Securities against payment.
Unless otherwise set forth in this Prospectus Supplement, payment will include
interest accrued on the beneficial interest in the Global Securities so
transferred from and including the last interest payment date to and excluding
the settlement date, on the basis on which interest is calculated on the Debt
Securities. For transactions settling on the 31st of the month, payment will
include interest accrued to and excluding the first day of the following month.
Payment will then be made by Citibank or Chase to the DTC participant's account
against delivery of the beneficial interest in the Global Securities. After
settlement has been completed, the beneficial interest in the Global Securities
will be credited to the respective clearing system and by the clearing system,
in accordance with its usual procedures, to the Clearstream or Euroclear
participant's account. The securities credit will appear the next day (European
time) and the cash debit will be back-valued to, and the interest on the
beneficial interest in Global Securities will accrue from, the value date
(which would be the preceding day when settlement occurred in New York). If
settlement is not completed on the intended value date (that is, the trade
fails), the Clearstream or Euroclear cash debit will be valued instead as of
the actual settlement date.

Clearstream participants and Euroclear participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to preposition
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the Global Securities are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit
to them, participants can elect not to preposition funds and allow that credit
line to be drawn upon to finance settlement. Under this procedure, Clearstream
participants or Euroclear participants purchasing a beneficial interest in the
Global Securities would incur overdraft charges for one day, assuming they
cleared the overdraft when the beneficial interests in

S-16
<PAGE>

the Global Securities were credited to their accounts. However, interest on the
beneficial interests in the Global Securities would accrue from the value date.
Therefore, in many cases the investment income on the Global Securities earned
during that one-day period may substantially reduce or offset the amount of
such overdraft charges, although this result will depend on each participant's
particular cost of funds.

Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending a beneficial
interest in the Global Securities to Citibank or Chase for the benefit of
Clearstream participants or Euroclear participants. The sale proceeds will be
available to the DTC seller on the settlement date. Thus, to the DTC
participant a cross-market transaction will settle no differently than a trade
between two DTC participants.

Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to
time zone differences in their favor, Clearstream and Euroclear participants
may employ their customary procedures in transactions in which the beneficial
interest in the Global Securities is to be transferred by the respective
clearing system, through Citibank or Chase, to a DTC participant. The seller
will send instructions to Clearstream or Euroclear through a participant at
least one business day prior to settlement. In these cases, Clearstream or
Euroclear will instruct Citibank or Chase, as appropriate, to deliver the
beneficial interest in the Global Securities to the DTC participant's account
against payment. Payment will include interest accrued on the beneficial
interests in the Global Securities from and including the last coupon payment
date to and excluding the settlement date on the basis on which interest is
calculated on the Global Securities. For transactions settling on the 31st of
the month, payment will include interest accrued to and excluding the first day
of the following month. The payment will then be reflected in the account of
the Clearstream or Euroclear participant the following day, and receipt of the
cash proceeds in the Clearstream or Euroclear participant's account would be
back-valued to the value date (which would be the preceding day, when
settlement occurred in New York). Should the Clearstream or Euroclear
participant have a line of credit with its respective clearing system and elect
to be in debit in anticipation of receipt of the sale proceeds in its account,
the back-valuation will extinguish any overdraft charges incurred over that
one-day period. If settlement is not completed on the intended value date (that
is, the trade fails), receipt of the cash proceeds in the Clearstream or
Euroclear participant's account would instead be valued as of the actual
settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase
beneficial interests in Global Securities from DTC participants for credit to
Clearstream participants or Euroclear participants should note that these
trades would automatically fail on the sale side unless affirmative action is
taken. At least three techniques should be readily available to eliminate this
potential problem:

(1) borrowing through Clearstream or Euroclear for one day (until the
purchase side of the day trade is reflected in their Clearstream or
Euroclear accounts) in accordance with the clearing system's customary
procedures;

(2) borrowing beneficial interests in the Global Securities in the United
States from a DTC participant no later than one day prior to settlement,
which would give beneficial interests in the Global Securities sufficient
time to be reflected in the appropriate Clearstream or Euroclear account in
order to settle the sale side of the trade; or

(3) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC participant is at least
one day prior to the value date for the sale to the Clearstream participant
or Euroclear participant.

Although the DTC, Clearstream, and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of beneficial interests in Global
Securities among participants of the DTC, Clearstream, and Euroclear, they are
under no obligation to perform or continue to perform such procedures and such
procedures may be discontinued at any time.

S-17
<PAGE>

Notices

Notices to holders of the notes will be sent by mail to the registered
holders and will be published, whether the notes are in global or definitive
form, and so long as the notes are listed on the Luxembourg Stock Exchange, in
a daily newspaper of general circulation in Luxembourg. It is expected that
publication will be made in Luxembourg in the Luxemburger Wort. Any such notice
shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such publication. So long as
the notes are listed on the Luxembourg Stock Exchange, any appointment of or
change in the Luxembourg paying agent and transfer agent will be published in
Luxembourg in the manner set forth above.

So long as the Notes are represented by Global Securities and held on behalf
of a clearing system, notices to holders of the Notes may be given by delivery
of the notice to that clearing system for communication to beneficial holders
of the Notes.

Replacement Notes

In case of mutilation, destruction, loss or theft of any Definitive Note,
application for replacement is to be made at the office of the Trustee. Any
such Definitive Note shall be replaced by such Trustee in compliance with such
procedures, and on such terms as to evidence and indemnity, as Sprint, Sprint
Capital and the Trustee may require and subject to applicable laws and
regulations of the Luxembourg Stock Exchange. All costs incurred in connection
with the replacement of any Definitive Note shall be borne by the holder of the
Note. Mutilated or defaced Definitive Notes must be surrendered before new ones
will be issued.

S-18
<PAGE>

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material United States federal income tax
consequences of the purchase, ownership and disposition of Notes by persons
that acquire Notes pursuant to the initial public offering of Notes. Unless
otherwise stated, this summary deals only with Notes held as capital assets by
U.S. Holders (as defined below). It does not deal with special classes of
holders such as banks, thrifts, real estate investment trusts, regulated
investment companies, insurance companies, dealers in securities or currency or
tax-exempt investors. This summary also does not address the tax consequences
to persons that have a functional currency other than the U.S. Dollar, persons
that hold Notes as part of a straddle, hedging, constructive sale or conversion
transaction, or shareholders, partners or beneficiaries of a holder of Notes.
It also does not include any description of any alternative minimum tax
consequences or the tax laws of any state or local government or of any foreign
government that may be applicable to the Notes. This summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
under the Code (the "Treasury Regulations") and administrative and judicial
interpretations of the Code, as of the date of this Prospectus Supplement, all
of which are subject to change, possibly on a retroactive basis.

As used in this section, the term "U.S. Holder" means any beneficial owner
of Notes that is, for United States federal income tax purposes, (i) a citizen
or resident of the United States, (ii) a corporation or other entity taxable as
a corporation created or organized in or under the laws of the United States,
any state thereof or the District of Columbia, (iii) an estate the income of
which is subject to United States federal income taxation regardless of its
source, or (iv) a trust if (A) a court within the United States is able to
exercise primary supervision over the administration of the trust and (B) one
or more United States persons have the authority to control all substantial
decisions of the trust. Notwithstanding the preceding sentence, to the extent
provided in Treasury Regulations, certain trusts in existence on August 20,
1996 and treated as United States persons before such date that elect to
continue to be treated as United States persons also will be U.S. Holders. As
used herein, the term "Non-U.S. Holder" means a beneficial owner of Notes that
is not a U.S. Holder.

U.S. Holders

Interest Income. Interest on a Note will be includible in a U.S. Holder's
gross income as ordinary U.S. source interest income at the time it is accrued
or received in accordance with the U.S. Holder's method of accounting for
United States federal income tax purposes.

Sale, Exchange or Retirement of Notes. Upon sale, exchange or retirement of
a Note, a U.S. Holder generally will recognize gain or loss equal to the
difference between the U.S. Holder's adjusted tax basis in the Note and the
amount realized on such sale, exchange or retirement (less any accrued
interest, which would be taxable as such). A U.S. Holder's adjusted tax basis
in a Note generally will equal the U.S. Holder's purchase price for such Note
(net of accrued interest) less any principal payments received by the U.S.
Holder. Gain or loss so recognized will be capital gain or loss and will be
long-term capital gain or loss, if, at the time of the sale, exchange or
retirement, the Note was held for more than one year. Under current law, net
capital gains of non-corporate taxpayers, under certain circumstances, are
taxed at lower rates than items of ordinary income. The deduction of capital
losses is subject to certain limitations.

Information Reporting and Backup Withholding Tax. In general, information
reporting requirements will apply to payments of principal, premium, if any,
and interest on a Note and the proceeds of the sale of a Note, and a 31% backup
withholding tax may apply to such payments to a non-corporate U.S. Holder if
such U.S. Holder (i) fails to furnish or certify its correct taxpayer
identification number to the payor in the manner required, (ii) is notified by
the IRS that it has failed to report payments of interest or dividends
properly, or (iii) under certain circumstances, fails to certify, under
penalties of perjury, that it has not been notified by the IRS that it is
subject to backup withholding for failure to report interest or dividend
payments. Any amounts withheld under the backup withholding rules from a
payment to a U.S. Holder will be allowed as a credit

S-19
<PAGE>

against such U.S. Holder's United States federal income tax and may entitle the
holder to a refund, provided that the required information is furnished to the
IRS.

Non-U.S. Holders

The rules governing United States federal income taxation of a beneficial
owner of Notes that, for United States federal income tax purposes, is a Non-
U.S. Holder are complex and no attempt will be made in this Prospectus
Supplement to provide more than a summary of such rules. Non-U.S. Holders
should consult with their own tax advisors to determine the effect of federal,
state, local and foreign income tax laws, as well as treaties, with regard to
an investment in the Notes, including any reporting requirements.

Interest Income. Generally, interest income of a Non-U.S. Holder that is not
effectively connected with a United States trade or business will be subject to
a withholding tax at a 30% rate (or, if applicable, a lower tax rate specified
by a treaty). However, interest income earned on the Notes by a Non-U.S. Holder
will qualify for the "portfolio interest" exemption and therefore will not be
subject to United States federal income tax or withholding tax, provided that
such interest income is not effectively connected with a United States trade or
business of the Non-U.S. Holder and provided that (i) the Non-U.S. Holder does
not actually or constructively own 10% or more of the total combined voting
power of all classes of stock of Sprint Capital or Sprint entitled to vote,
(ii) the Non-U.S. Holder is not a controlled foreign corporation that is
related to Sprint Capital or Sprint through stock ownership, and (iii) the Non-
U.S. Holder certifies to Sprint Capital or its agent, under penalties of
perjury, that it is not a U.S. Holder and provides its name and address or
otherwise satisfies applicable identification requirements. Recently revised
Treasury Regulations modifed the certification and identification requirements
on payments of interest made after December 31, 2000. These revised regulations
require foreign partnerships and certain foreign trusts to provide additional
documentation, which certifies that the individual partners, beneficiaries, or
owners of the partnership or trust are not U.S. Holders and provides the
individual partners', beneficiaries' or owners' names and addresses.

Except to the extent that an applicable treaty otherwise provides, a Non-
U.S. Holder generally will be taxed in the same manner as a U.S. Holder with
respect to interest if the interest income is effectively connected with a
United States trade or business of the Non-U.S. Holder. Effectively connected
interest received or accrued by a corporate Non-U.S. Holder may also, under
certain circumstances, be subject to an additional "branch profits" tax at a
30% rate (or, if applicable, a lower tax rate specified by a treaty). Even
though such effectively connected interest is subject to income tax, and may be
subject to the branch profits tax, it is not subject to withholding tax if the
holder delivers a properly executed IRS Form W-8EC1 to the payor.

Sales, Exchange or Retirement of Notes. A Non-U.S. Holder of Notes generally
will not be subject to United States federal income tax or withholding tax on
any gain realized on the sale, exchange or retirement of Notes unless (i) the
gain is effectively connected with a United States trade or business of the
Non-U.S. Holder, (ii) in the case of a Non-U.S. Holder who is an individual,
such holder is present in the United States for a period or periods aggregating
183 days or more during the taxable year of the disposition, and either such
holder has a "tax home" in the United States or the disposition is attributable
to an office or other fixed place of business maintained by such holder in the
United States or (iii) the Non-U.S. Holder is subject to tax pursuant to the
provisions of the Code applicable to certain United States expatriates.

United States Estate Tax. A Note owned by an individual who at the time of
death is not a citizen and is not a resident of the United States will not be
subject to United States federal estate tax as a result of such individual's
death if the individual does not actually or constructively own 10% or more of
the total combined voting power of all classes of Sprint Capital or Sprint
entitled to vote, and the income on the Note is not effectively connected with
a United States trade or business of the individual.

Information Reporting and Backup Withholding Tax. Sprint Capital must report
annually to the IRS and to each Non-U.S. Holder the amount of any interest paid
on the Notes in such year and the amount of tax

S-20
<PAGE>

withheld, if any, with respect to such payments. Copies of those information
returns also may be made available, under the provisions of a specific treaty
or agreement, to the taxing authorities of the country in which the Non-U.S.
Holder resides or is incorporated. United States information reporting
requirements and backup withholding tax will not apply to payments of interest
on Notes to a Non-U.S. Holder if the certification or identification
requirements described in "--Interest Income" are satisfied by such holder,
unless the payor knows or has reason to know that the holder is not entitled to
an exemption from information reporting or backup withholding tax.

Information reporting requirements and backup withholding tax will not apply
to any payment of the proceeds of the sale of Notes effected outside the United
States by a foreign office of a "broker" (as defined in applicable Treasury
Regulations), unless such broker is a United States person or has certain
connections to the United States. Payment of the proceeds of any such sale
effected outside the United States by a foreign office of a broker described in
the preceding sentence will not be subject to backup withholding tax, but will
be subject to information reporting requirements, unless such broker has
documentary evidence in its records that the beneficial owner is a Non-U.S.
Holder and certain other conditions are met, or the beneficial owner otherwise
establishes an exemption. Payment of the proceeds of any such sale to or
through the United States office of a broker is subject to information
reporting and backup withholding requirements unless the beneficial owner of
the Notes provides the statement described in "--Interest Income" or otherwise
establishes an exemption.

S-21
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement
(the "Underwriting Agreement") among Sprint Capital, Sprint and Salomon Smith
Barney Inc. and UBS Warburg LLC, on behalf of themselves and the others named
in the table below (the "Underwriters"), Sprint Capital has agreed to sell to
each of the Underwriters, and each of the Underwriters has severally agreed to
purchase, the principal amount of the Notes (including the accompanying
Guarantees issued by Sprint) set forth opposite its name below. The joint book-
running managers are Salomon Smith Barney and UBS Warburg LLC. See "Plan of
Distribution" in the accompanying Prospectus.

<TABLE>
<CAPTION>
Principal Amount of Principal Amount of
Underwriter 20 Notes 20 Notes
----------- ------------------- -------------------
<S> <C> <C>
Salomon Smith Barney Inc. ............ $ $
UBS Warburg LLC.......................
Banc of America Securities LLC........
Credit Suisse First Boston
Corporation..........................
Deutsche Bank Securities Inc..........
Lehman Brothers Inc...................
Chase Securities Inc..................
The Williams Capital Group, L.P. .....
------- ------
Total............................... $ $
======= ======
</TABLE>

The following table shows the underwriting discounts and commissions to be
paid to the Underwriters by Sprint Capital in connection with the offering
(expressed as a percentage of the principal amount of the Notes):

<TABLE>
<CAPTION>
Notes Underwriting Discounts
----- ----------------------
<S> <C>
Per 20 Note..................................... %
Per 20 Note..................................... %
</TABLE>

Sprint Capital has been advised by the Underwriters that they propose
initially to offer the Notes to the public at the public offering prices set
forth on the cover page of this Prospectus Supplement, and to certain dealers
at such price less a concession not in excess of:

. % of the principal amount in the case of the 20 Notes

The Underwriters may allow, and such dealers may reallow, a concession to
certain other dealers not in excess of:

. % of the principal amount in the case of the 20 Notes

After the initial public offering, the public offering prices and such
concessions may be changed from time to time. In addition to underwriting
discounts, Sprint Capital and Sprint estimate they will have expenses of
approximately $ million in connection with the offering of the Notes.

The Notes are a new issue of securities with no established trading market.
Application will be made for listing of the Notes on the Luxembourg Stock
Exchange. Neither Sprint nor Sprint Capital can guarantee that the application
to the Luxembourg Stock Exchange will be approved, and settlement of the Notes
is not conditioned on obtaining this listing. Sprint Capital has been advised
by the Underwriters that they intend to make a market in the Notes, but the
Underwriters are not obligated to do so and may discontinue any market making
at any time without notice. No assurance can be given as to the liquidity of
the trading market for the Notes.

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all the Notes if any are purchased.

S-22
<PAGE>

In connection with the offering, certain Underwriters and their respective
affiliates may engage in transactions that stabilize, maintain or otherwise
affect the market price of the Notes. Such transactions may include
stabilization transactions effected in accordance with Rule 104 of Regulation
M, pursuant to which such persons may bid for or purchase Notes for the purpose
of stabilizing their market price. The Underwriters also may create a short
position for the account of the Underwriters by selling more Notes in
connection with the offering than they are committed to purchase from Sprint
Capital, and in such case may purchase Notes in the open market following
completion of this offering to cover such short position. Any of the
transactions described in this paragraph may result in the maintenance of the
price of the Notes at a level above that which might otherwise prevail in the
open market. None of the transactions described in this paragraph are required,
and, if they are undertaken, they may be discontinued at any time.

The Notes are offered for sale in those jurisdictions in the United States
and Europe where it is legal to make such offers.

Each Underwriter has represented and agreed that (a) it has not offered or
sold and, before the expiration of the period of six months from the closing
date for the Notes, will not offer or sell any Notes to persons in the United
Kingdom, except to those persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995,
(b) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986, with respect to anything done by it in relation to
the Notes in, from or otherwise involving the United Kingdom, and (c) it has
only issued or passed on and will only issue or pass on in the United Kingdom
any document received by it in connection with the issue of the Notes to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investments Advertisements) (Exemptions) Order 1996, as amended, or
is a person to whom such documents may otherwise be issued or passed on.

Purchasers of the Notes may be required to pay stamp taxes and other charges
in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth on the cover page hereof.

Certain of the Underwriters or their affiliates have provided banking and
other financial services to Sprint or its affiliates from time to time for
which they have received customary fees and expenses. Certain of the
Underwriters or their affiliates will in the future continue to provide banking
and other financial services to Sprint or its affiliates for which they will
receive customary compensation.

The Underwriting Agreement provides that Sprint Capital and Sprint will
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, or to contribute to payments the Underwriters
may be required to make in respect of any of these liabilities.

S-23
<PAGE>

LEGAL MATTERS

Michael Hyde, Esq., Assistant Secretary of Sprint, will issue an opinion
about the validity of the Notes for Sprint and Sprint Capital. King & Spalding,
New York, New York will also issue an opinion for Sprint and Sprint Capital.
Cravath, Swaine & Moore, New York, New York will issue an opinion for the
Underwriters. As of January 15, 2001, Mr. Hyde beneficially owned approximately
38,000 shares of Sprint FON Common Stock and 19,900 shares of Sprint PCS Common
Stock and had options to purchase in excess of 36,000 shares of FON Common
Stock and in excess of 17,000 shares of PCS Common Stock.

EXPERTS

Ernst & Young LLP, independent auditors, have audited Sprint's consolidated
financial statements and schedule and the combined financial statements and
schedules of the FON Group and the PCS Group included in Sprint's Annual Report
on Form 10-K for the year ended December 31, 1999, as set forth in their
reports, which are incorporated by reference in this Prospectus Supplement
which, as to the years 1998 and 1997 for the consolidated financial statements
of Sprint and for the combined financial statements of the PCS Group, are based
in part on the report of Deloitte & Touche LLP, independent auditors. These
financial statements and schedules are incorporated by reference in reliance on
the reports, given on the authority of such firms as experts in accounting and
auditing.

The consolidated financial statements of Sprint Spectrum Holding Company,
L.P. and subsidiaries and the related financial statement schedule, as of
December 31, 1998 and for each of the two years in the period ended December
31, 1998, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, included in Sprint's Annual Report on Form 10-K for the
year ended December 31, 1999, which is incorporated herein by reference, and
the report of such firm is given upon their authority as experts in accounting
and auditing.

WHERE YOU CAN FIND MORE INFORMATION

The SEC allows Sprint to incorporate by reference the information filed with
the SEC, which means that Sprint can disclose important information to you by
referring you to those documents. Sprint incorporates by reference the
documents listed below, in addition to the documents listed under "Where You
Can Find More Information" in the accompanying Prospectus:

(1)Sprint's Annual Report on Form 10-K for the year ended December 31,
1999;

(2)Sprint's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000,
Sprint's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000,
Sprint's Quarterly Report on Form 10-Q for the quarter ended September
30, 2000; and

(3)Sprint's Current Report on Form 8-K dated January 26, 2000 and filed
February 1, 2000,
Sprint's Current Report on Form 8-K dated February 22, 2000 and filed
March 8, 2000,
Sprint's Current Report on Form 8-K dated July 13, 2000 and filed July
13, 2000,
Sprint's Current Report on Form 8-K dated October 17, 2000 and filed
October 17, 2000.

You may request a copy of these filings, free of charge, by writing or
telephoning Sprint at the following address: Sprint Corporation, 2330 Shawnee
Mission Parkway, Westwood, Kansas 66205, Attention: Investor Relations
(telephone number: (800) 259-3755).

This Prospectus Supplement and accompanying Prospectus, together with copies
of the documents incorporated by reference, will be available free of charge at
the office of Kredietbank S.A. Luxembourg, Kredietbank S.A. Luxembourgeoise,
43, Boulevard Royal, L-2955 Luxembourg.

S-24
<PAGE>

LISTING AND GENERAL INFORMATION

Application will be made to list the Notes on the Luxembourg Stock Exchange.
In connection with the listing application, the Articles of Incorporation and
the Bylaws of Sprint and a legal notice relating to the issuance of the Notes
have been deposited before listing with Greffier en Chef du Tribunal
d'Arrondissement de et a Luxembourg, where copies of such documents may be
obtained upon request. So long as any of the Notes are outstanding, copies of
the above documents, together with this Prospectus Supplement, the accompanying
Prospectus, the Sprint Capital Indenture and Sprint's current Annual and
Quarterly Reports, as well as all future Annual Reports and Quarterly Reports,
will be made available for inspection at the main office of Kredietbank S.A.
Luxembourg in Luxembourg. Kredietbank S.A. will act as intermediary between the
Luxembourg Stock Exchange and Sprint Capital and the holders of the Notes so
long as the Notes remain in global form. In addition, copies of these Annual
Reports and Quarterly Reports may be obtained free of charge at such office.

Other than as disclosed or contemplated in this Prospectus Supplement or the
accompanying Prospectus or in the documents incorporated by reference in these
documents, there has been no material adverse change in the financial position
of Sprint since the date of the last audited financial statements.

Other than as described or contemplated in this Prospectus Supplement,
neither Sprint nor any of its subsidiaries, including Sprint Capital, is
involved in litigation, arbitration, or administrative proceedings relating to
claims or amounts that are material in the context of the issue of the Notes.

Resolutions relating to the issue and sale of the Notes were adopted by the
Board of Directors of Sprint on June 13, 1999 and by the Board of Directors of
Sprint Capital on July 15, 1999.

Sprint Capital is not required under the terms of the Sprint Capital
Indenture to produce or furnish any financial statements. Separate audited
financial statements do not exist for Sprint Capital.

The 20 Notes have been assigned Euroclear and Clearstream Common Code No.
, International Security Identification Number (ISIN) and CUSIP No.
. The 20 Notes have been assigned Euroclear and Clearstream Common Code
No. , International Security Identification Number (ISIN) and CUSIP
No. .

S-25
<PAGE>

PROSPECTUS

SPRINT CORPORATION

Debt Securities

SPRINT CAPITAL CORPORATION

Debt Securities
Unconditionally Guaranteed by

Sprint Corporation

----------------

Sprint Corporation and its subsidiary, Sprint Capital Corporation, may offer
from time to time, in the aggregate, $4,000,000,000 principal amount of
unsecured senior Debt Securities. The Debt Securities may be in other
currencies or currency units in an equivalent amount. In the event Debt
Securities are issued at an original issue discount, the net proceeds from the
offering will aggregate $4,000,000,000. Sprint and/or Sprint Capital will offer
the Debt Securities as separate series, in amounts, at prices and on terms
determined at the time of sale.

Sprint will unconditionally guarantee (the "Guarantees") the payment of
principal of and any premium and interest on all Debt Securities issued by
Sprint Capital.

A supplement to this Prospectus will set forth the specific terms of any
series of Debt Securities that is offered and the terms of offering of the
series of Debt Securities. The Prospectus Supplement will contain information,
where applicable, about material United States federal income tax
considerations relating to the Debt Securities covered by the Prospectus
Supplement. The Prospectus Supplement will also contain information about any
listings of the Debt Securities on a securities exchange. See "Plan of
Distribution" for the different methods that may be used to offer the Debt
Securities and for possible indemnification arrangements for underwriters,
dealers and agents.

The Debt Securities will be represented by one or more Global Securities
registered in the name of the nominee of The Depository Trust Company. Unless
otherwise stated in the Prospectus Supplement, Debt Securities in definitive
form will not be issued. See "Description of Debt Securities--Book-Entry
System."

----------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is
a criminal offense.

----------------

The date of this Prospectus is August 3, 1999
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

This Prospectus is part of a Registration Statement that we have filed with
the SEC. To see more detail, you should read the exhibits filed with our
Registration Statement. Sprint also files annual, quarterly and special
reports, proxy statements and other information with the SEC.

You can inspect and copy the Registration Statement on Form S-3 of which this
Prospectus is a part, as well as reports, proxy statements and other
information filed by Sprint, at the public reference facilities maintained by
the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the SEC: 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can obtain copies of this material from the
Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. You can call the SEC at 1-800-732-0330 for
information regarding the operation of its Public Reference Room. The SEC also
maintains a site on the World Wide Web at http://www.sec.gov that contains
reports, proxy statements and other information regarding registrants, like
Sprint, that file electronically.

You can also inspect reports, proxy statements and other information
concerning Sprint at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which exchange the FON Common Stock and
the PCS Common Stock of Sprint are listed.

This Prospectus provides you with a general description of the Debt
Securities that we may offer and any related Guarantees. Each time we sell Debt
Securities, we will provide a Prospectus Supplement that will contain specific
information about the terms of that offering. The Prospectus Supplement may
also add, update or change information contained in this Prospectus. You should
read both this Prospectus and any Prospectus Supplement, together with the
additional information that is incorporated by reference, as described below.

The SEC allows this Prospectus to "incorporate by reference" certain other
information that Sprint files with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this Prospectus,
and information that Sprint files later with the SEC will automatically update
and replace this information. We incorporate by reference the documents listed
below and any future filings made by Sprint with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the securities that we have registered.

. Sprint's Annual Report on Form 10-K for the year ended December 31, 1998;

. Sprint's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999; and

. Sprint's Current Reports on Form 8-K dated February 2, 1999, April 20,
1999, May 3, 1999, June 13, 1999, as amended, and July 21, 1999.

If you request this information in writing or by telephone, we will provide
to you, at no cost, a copy of any or all of the information incorporated by
reference in the Registration Statement of which this Prospectus is a part.
Requests should be addressed to: Sprint Corporation, 2330 Shawnee Mission
Parkway, Westwood, Kansas 66205, Attention: Investor Relations (telephone
number: (800) 259-3755).

SPRINT CAPITAL CORPORATION

Sprint Capital is a wholly-owned subsidiary of Sprint and was incorporated in
Delaware on May 20, 1993. The principal offices of Sprint and Sprint Capital
are located at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205, and their
telephone number is (913) 624-3000.

Sprint Capital's purpose is to engage in financing activities that provide
funds for use by Sprint and Sprint's subsidiaries, other than the local
exchange companies in its local telecommunications division. Sprint Capital
raises funds through the offering and sale of debt securities, and the net
proceeds thereof are loaned to or invested in Sprint and its subsidiaries,
other than the local exchange companies in its local telecommunications
division. Sprint Capital does not and will not engage in any other business
operations.

2
<PAGE>

SPRINT CORPORATION

Sprint is a diversified telecommunications company, providing long distance,
local and wireless communications services. Sprint's businesses are divided
into the PCS Group and the FON Group.

The PCS Group

The PCS Group markets its wireless telephony products and services under the
Sprint(R) and Sprint PCS(R) brand names. The PCS Group operates the only 100%
digital PCS wireless network in the United States with licenses to provide
service nationwide utilizing a single frequency band and a single technology.
The PCS Group owns licenses to provide service to the entire United States
population, including Puerto Rico and the U.S. Virgin Islands. As of June 30,
1999, the PCS Group, together with its affiliates, operated PCS systems in 286
metropolitan markets within the United States, including all of the 50 largest
metropolitan areas. The PCS Group provides services to approximately 4 million
customers.

The FON Group

The FON Group consists of all of Sprint's businesses and assets not included
in the PCS Group.

Sprint's local telecommunications division consists primarily of regulated
local exchange carriers serving approximately 7.9 million access lines in 18
states. This division provides local services and access for telephone
customers and other carriers to Sprint's local exchange facilities and sells
telecommunications equipment and long distance services within specified
geographical areas.

Sprint is developing and deploying new integrated communications services,
referred to as Sprint ION SM, Integrated On-Demand Network. Sprint ION extends
Sprint's existing advanced network capabilities to the customer and enables
Sprint to provide the network infrastructure to meet customers' demands for
data, Internet and video. It is also expected to be the foundation for Sprint
to provide new competitive local service.

Other activities of the FON Group include:

. Sprint's interest in the Global One international strategic alliance, a
joint venture with France Telecom S.A. and Deutsche Telekom AG (France
Telecom and Deutsche Telekom are European telephone companies with a
combined 20% equity investment in Sprint); and

. Sprint's investment in EarthLink Network, Inc., an Internet service
provider, Call-Net, a long distance provider in Canada, and certain other
telecommunications investments and ventures.

USE OF PROCEEDS

Unless otherwise indicated in a Prospectus Supplement, Sprint and Sprint
Capital intend to use the net proceeds from the sale of the Debt Securities to
repay short-term debt of Sprint and Sprint Capital and long-term obligations of
Sprint and its subsidiaries. Sprint and Sprint Capital may also use a portion
of the net proceeds to provide funds to Sprint and its subsidiaries for general
purposes, including working capital requirements, acquisitions and new capital
investments.

3
<PAGE>

RATIOS OF EARNINGS TO FIXED CHARGES

For the 1999 first quarter, Sprint's earnings, as adjusted as described
below, were inadequate to cover fixed charges by $276 million. Sprint's ratio
of earnings to fixed charges was 1.66 for the year 1998, 6.44 for the year
1997, 5.93 for the year 1996, 4.33 for the year 1995, and 4.29 for the year
1994. 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 net losses of entities
that are less than 50% owned by Sprint, 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.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities issued by Sprint will be issued under an Indenture, dated
as of October 1, 1998, between Sprint and Bank One, N.A., as Trustee, as
supplemented by a First Supplemental Indenture dated as of January 15, 1999 (as
supplemented, the "Sprint Indenture"). The Debt Securities issued by Sprint
Capital will be issued under an Indenture, dated as of October 1, 1998, among
Sprint Capital, Sprint and Bank One, N.A., as Trustee, as supplemented by a
First Supplemental Indenture dated as of January 15, 1999 (as supplemented, the
"Sprint Capital Indenture," and together with the Sprint Indenture, the
"Indentures"). The Sprint Capital Indenture has similar provisions to the
Sprint Indenture, including an identical lien covenant relating to Sprint. The
First Supplemental Indentures amended the merger provisions in the Indentures.
See "Consolidation, Merger and Conveyances." Copies of each of the Indentures
are filed as exhibits to the Registration Statement of which this Prospectus
forms a part.

A summary of certain provisions of the Indentures follows. All section
references below are to sections of the applicable Indenture. You should read
the Indentures, including the definition of terms in the Indentures, for a more
complete understanding of the provisions and the terms described below.

General

The Indentures do not limit the amount of indebtedness that may be issued
under the Indentures. The Indentures provide that Debt Securities may be issued
from time to time in one or more series. The Debt Securities will be unsecured
obligations of Sprint or Sprint Capital.

The Prospectus Supplement will designate the applicable Indenture and set
forth or summarize the title, amount, maturity, interest rate, terms for
redemption, terms for sinking fund payments, and other specific terms of the
series of Debt Securities, including (a) the currency of payment of principal
of and any premium and interest on the Debt Securities, which may be United
States dollars or any other currency or currency unit, and (b) any index used
to determine the amount of payments of principal of and any premium and
interest on the Debt Securities.

Unless otherwise provided in the Prospectus Supplement, the Debt Securities
will be represented by one or more Global Securities. Consequently, the payment
of principal and any premium and interest on the Debt Securities will be made
as described below under "Book-Entry System" and "Same-Day Settlement and
Payment," and transfers of the Debt Securities can be made only as described
below under "Global Securities" and "Book-Entry System." In the event that Debt
Securities in definitive form are issued, the following provisions will apply:

(a) Principal of and any premium and interest on the Debt Securities will
be payable, and the Trustee will register transfers of the Debt Securities,
at the Corporate Trust Office of the Trustee, provided that at the option
of Sprint or, in the case of Debt Securities issued by Sprint Capital,
Sprint Capital, payment of

4
<PAGE>

interest may be made by check mailed to the address of the Person entitled
to the payment as it appears in the Security Register. (Indentures,
Sections 202, 305, and 1002) The Corporate Trust Office of Bank One, N.A.,
is located at 100 East Broad Street, Columbus, Ohio 43215.

(b) The Debt Securities will be issued only in fully registered form
without coupons in denominations of $1,000 or any integral multiple
thereof. (Indentures, Sections 301 and 302)

No service charge will be made for any registration of transfer or exchange
of Debt Securities, but Sprint or Sprint Capital may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange, other than exchanges not involving any transfer.
(Indentures, Section 305)

Securities may be issued as original issue discount securities to be offered
and sold at a substantial discount below the stated principal amount. The
Prospectus Supplement relating to these securities will describe the Federal
income tax consequences and other special considerations applicable to the
original issue discount securities.

Restrictive Covenant--Sprint

Under the Indentures, Sprint and its Restricted Subsidiaries may not create,
incur or allow to exist any Lien upon any property or assets now owned or
acquired at a later time unless:

. the Lien is a Permitted Lien; or

. the outstanding Debt Securities or, in the case of Debt Securities issued
by Sprint Capital, the outstanding Guarantees are equally and ratably
secured by the Lien; or

. the aggregate principal amount of indebtedness secured by the Lien and
any other Lien, other than Permitted Liens, plus the Attributable Debt in
respect of any Sale and Leaseback Transaction does not exceed 15% of the
Consolidated Net Tangible Assets of Sprint and its subsidiaries. (Sprint
Indenture, Section 1008, Sprint Capital Indenture, Section 1012)

The definitions for capitalized terms used above are as follows:

"Attributable Debt" of a Sale and Leaseback Transaction means, at any date,
the total net amount of rent required to be paid under the lease during the
remaining term of the lease, excluding any subsequent renewal or other
extension options held by the lessee, discounted from the respective due dates
of the amounts to the date of determination at the rate of interest per annum
implicit in the terms of the lease, as determined in good faith by Sprint,
compounded annually. The net amount of rent required to be paid under any lease
during the remaining term will be the amount of rent payable by the lessee with
respect to this period, after excluding amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges and contingent rents.

"Capital Lease Obligations" means indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with generally accepted accounting principles. The
amount of indebtedness will be the capitalized amount of the obligations
determined in accordance with generally accepted accounting principles
consistently applied.

"Consolidated Net Tangible Assets" of Sprint and its subsidiaries means the
consolidated total assets of Sprint and its subsidiaries as reflected in
Sprint's most recent balance sheet preceding the date of determination prepared
in accordance with generally accepted accounting principles consistently
applied, less

(a) current liabilities, excluding current maturities of long-term debt
and Capital Lease Obligations, and

(b) goodwill, tradenames, trademarks, patents, minority interests of
others, unamortized debt discount and expense and other similar intangible
assets, excluding any investments in permits or licenses issued, granted or
approved by the Federal Communications Commission.

5
<PAGE>

"Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien, charge, easement or
zoning restriction, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to property including any Capital Lease Obligation, conditional
sale or other title retention agreement having substantially the same economic
effect as any of the foregoing or any Sale and Leaseback Transaction.

"Permitted Liens" means:

(a) Liens existing on October 1, 1998;

(b) Liens on property existing at the time of acquisition of the property
or to secure the payment of all or any part of the purchase price of the
property or to secure any indebtedness incurred before, at the time of or
within 270 days after the acquisition of the property for the purpose of
financing all or any part of the purchase price of the property;

(d) Liens on property of any entity, or on the stock, indebtedness or
other obligations of any entity, existing at the time

(1) the entity becomes a Restricted Subsidiary,

(2) the entity is merged into or consolidated with Sprint or a
Restricted Subsidiary or

(3) Sprint or a Restricted Subsidiary acquires all or substantially
all of the assets of the entity,

as long as the Liens do not extend to any other property of Sprint or any
other Restricted Subsidiary;

(e) Liens on property to secure any indebtedness incurred to provide
funds for all or any part of the cost of development of or improvements to
the property;

(f) Liens on the property of Sprint or any of its Restricted Subsidiaries
securing

(1) nondelinquent performance of bids or contracts, other than for
borrowed money, obtaining of advances or credit or the securing
of debt,

(2) contingent obligations on surety and appeal bonds and

(3) other nondelinquent obligations of a similar nature,

in each case, incurred in the ordinary course of business;

(g) Liens securing Capital Lease Obligations, provided that

(1) the Liens attach to the property within 270 days after the
acquisition thereof and

(2) the Liens attach solely to the property so acquired;

(h) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds, as long as the deposit
account is not a dedicated cash collateral account and is not subject to
restrictions against access by Sprint or a Restricted Subsidiary, as
applicable, in excess of those set forth by regulations promulgated by the
Federal Reserve Board and the deposit account is not intended by Sprint or
the Restricted Subsidiary to provide collateral to the depository
institution;

(i) pledges or deposits under worker's compensation laws, unemployment
insurance laws or similar legislation;

(j) statutory and tax Liens for sums not yet due or delinquent or which
are being contested or appealed in good faith by appropriate proceedings;

6
<PAGE>

(k) Liens arising solely by operation of law, such as mechanics',
materialmen's, warehouseman's and carriers' Liens and Liens of landlords or
of mortgages of landlords, on fixtures and movable property located on
premises leased in the ordinary course of business;

(l) Liens on personal property, other than shares of stock or
indebtedness of any Restricted Subsidiary, to secure loans maturing not
more than one year from the date of the creation of the loan and on
accounts receivable associated with a receivables financing program of
Sprint or any of its Restricted Subsidiaries;

(m) any Lien created by or resulting from litigation or other proceeding
against, or upon property of, Sprint or a Restricted Subsidiary, or any
lien for workmen's compensation awards or similar awards, so long as the
finality of the judgment or award is being contested and execution on the
judgment or award is stayed or the Lien relates to a final unappealable
judgment which is satisfied within 30 days of the judgment or any Lien
incurred by Sprint or any Restricted Subsidiary for the purpose of
obtaining a stay or discharge in the course of any litigation or other
proceeding, as long as the judgment or award does not constitute an Event
of Default under clause (e) of "Events of Default" below;

(n) Liens on the real property of Sprint or a Restricted Subsidiary which
constitute minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning
or other restrictions as to the use of the real property, as long as all of
the liens referred to in this clause (n) in the aggregate do not at any
time materially detract from the value of the real property or materially
impair its use in the operation of the business of Sprint and its
subsidiaries;

(o) Liens on property of Sprint or a Restricted Subsidiary securing
indebtedness or other obligations issued by the United States of America or
any state or any department, agency or instrumentality or political
subdivision of the United States of America or any state, or by any other
country or any political subdivision of any other country, for the purpose
of financing all or any part of the purchase price of, or, in the case of
real property, the cost of construction on or improvement of, any property
or assets subject to the Liens, including Liens incurred in connection with
pollution control, industrial revenue or similar financings; and

(p) any renewal, extension or replacement, in whole or in part, of any
Lien permitted pursuant to (a), (b), (d), (e), (g) and (o) above or of any
indebtedness secured by any such Lien, as long as the extension, renewal or
replacement Lien is limited to all or any part of the same property that
secured the Lien extended, renewed or replaced, plus improvements on the
property, and the principal amount of indebtedness secured by the Lien and
not otherwise authorized by clauses (a), (b), (d), (e), (g) and (o) does
not exceed the principal amount of indebtedness plus any premium or fee
payable in connection with the renewal, extension or replacement so secured
at the time of the renewal, extension or replacement.

"Receivables Subsidiary" means a special purpose wholly-owned subsidiary
created in connection with any transactions that may be entered into by Sprint
or any of its subsidiaries pursuant to which Sprint or any of its subsidiaries
may sell, convey, grant a security interest in or otherwise transfer undivided
percentage interests in its receivables.

"Restricted Subsidiary" means any subsidiary of Sprint, other than a
Receivables Subsidiary or Sprint Capital, if:

(a) the subsidiary has substantially all of its property in the United
States (other than its territories and possessions); and

(b) at the end of the most recent fiscal quarter of Sprint preceding the
date of determination, the aggregate amount, determined in accordance with
generally accepted accounting principles consistently applied, of
securities of, loans and advances to, and other investments in, the
subsidiary held by Sprint and its other subsidiaries, less any securities
of, loans and advances to, and other investments in Sprint and Sprint's
other subsidiaries held by the subsidiary or any of its subsidiaries,
exceeded 15% of Sprint's Consolidated Net Tangible Assets.

7
<PAGE>

"Sale and Leaseback Transaction" means any direct or indirect arrangement
pursuant to which property is sold or transferred by Sprint or a Restricted
Subsidiary and is thereafter leased back from the purchaser or transferee by
Sprint or the Restricted Subsidiary.

Unless otherwise indicated in the Prospectus Supplement, the covenants
contained in the Indentures and in the Debt Securities and Guarantees would not
necessarily afford holders protection in the event of a highly leveraged or
other transaction involving Sprint that may adversely affect holders.

Restrictive Covenants--Sprint Capital

Sprint Capital may not create, issue, assume or guarantee any unsecured
Funded Debt ranking prior to the Debt Securities issued by Sprint Capital.
(Sprint Capital Indenture, Section 1009)

Unless otherwise indicated in the Prospectus Supplement, Sprint Capital may
not create, assume or suffer to exist any Lien (as defined above) upon any of
its property or assets, now owned or acquired at a later time, without making
effective provision whereby the outstanding Debt Securities issued by Sprint
Capital will be secured by the Lien equally and ratably with any and all other
obligations and indebtedness secured by the Lien, with certain specified
exceptions. (Sprint Capital Indenture, Section 1008)

Events of Default

Each of the following is an Event of Default under the Indentures with
respect to Debt Securities of any series:

(a) failure to pay principal of or any premium on any Debt Security of
that series at maturity;

(b) failure to pay any interest on any Debt Security of that series when
due, continued for 30 days;

(d) failure to perform any other covenant or warranty in the applicable
Indenture, other than a covenant included solely for the benefit of series
of Debt Securities other than that series, continued for 60 days after
written notice as provided in that Indenture;

(e) default resulting in acceleration of more than $50,000,000 in
aggregate principal amount of any indebtedness for money borrowed by Sprint
or Sprint Capital or any other subsidiary of Sprint under the terms of the
instrument under which that indebtedness is issued or secured, if that
indebtedness is not discharged or acceleration is not rescinded or annulled
within 10 days after written notice as provided in the Indentures;

(f) certain events of bankruptcy, insolvency or reorganization; and

(g) any other Event of Default provided with respect to Debt Securities
of that series. (Indentures, Section 501)

If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, either the Trustee or the holders of
at least 25% in principal amount of the outstanding Debt Securities of that
series may declare the principal amount (or, if any of the Debt Securities of
that series are original issue discount securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Debt Securities of that series to be due and payable immediately by written
notice as provided in the applicable Indenture.

At any time after a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due based on acceleration has been obtained, the holders
of a majority in principal amount of the outstanding Debt Securities of that
series may, in accordance with the applicable Indenture, rescind and annul the
acceleration. (Indentures, Section 502)

Each Indenture provides that the Trustee will be under no obligation, subject
to the duty of the Trustee during default to act with the required standard of
care, to exercise any of its rights or powers under the

8
<PAGE>

Indenture at the request or direction of any of the holders, unless the holders
offer reasonable indemnity to the Trustee. (Indentures, Sections 601 and 603)
Subject to such provisions for indemnification of the Trustee, the holders of a
majority in principal amount of the outstanding Debt Securities of any series
will have the right, in accordance with applicable law, to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series. (Indentures, Section 512)

Sprint and Sprint Capital will be required to furnish to the Trustee annually
a statement as to the performance by it of certain of its obligations under the
applicable Indenture and as to any default in its performance. (Indentures,
Section 1004)

Modification and Waiver

Sprint and the Trustee may modify and amend the Sprint Indenture, in most
cases with the consent of the holders of a majority in principal amount of the
outstanding Debt Securities of each series affected by the modification or
amendment. Sprint, Sprint Capital and the Trustee may modify and amend the
Sprint Capital Indenture, in most cases with the consent of the holders of a
majority in principal amount of the outstanding Debt Securities of each series
affected by the modification or amendment.

Each Indenture provides that, without the consent of the holder of each
outstanding Debt Security affected, no modification or amendment may

(a) change the date specified in the Debt Security for the payment of the
principal of, or any installment of principal of or interest on, the Debt
Security,

(b) reduce the principal amount of, or any premium or interest on, any
Debt Security,

(c) reduce the amount of principal of an original issue discount security
or any other Debt Security payable upon acceleration of the maturity of
that Debt Security,

(d) change the place or currency of payment of principal of, or any
premium or interest on, any Debt Security,

(e) impair the right to institute suit for the enforcement of any payment
on or with respect to any Debt Security or

(f) reduce the percentage in principal amount of outstanding Debt
Securities of any series, the consent of whose holders is required for any
supplemental indenture amending or modifying the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of
certain defaults. (Indentures, Section 902)

In addition, the Sprint Capital Indenture provides that, without the consent
of the holder of each outstanding Debt Security affected, no modification or
amendment may modify or affect in any manner adverse to the holders the terms
and conditions and obligations of the Guarantor in respect of the Guarantees of
any Debt Securities.

The holders of a majority in principal amount of the outstanding Debt
Securities of any series issued under the Sprint Indenture and the Sprint
Capital Indenture may on behalf of the holders of all Debt Securities of that
series waive, insofar as that series is concerned, compliance by Sprint (or
Sprint and Sprint Capital, in the case of the Sprint Capital Indenture) with
certain restrictive provisions of the Indentures. (Sprint Indenture,
Section 1009, Sprint Capital Indenture, Sections 1010 and 1013) The holders of
a majority in principal amount of the outstanding Debt Securities of any series
may on behalf of the holders of all Debt Securities of that series waive any
past default under the applicable Indenture with respect to that series, except
a default in the payment of the principal of or any premium or interest on any
Debt Security of that series or in respect of a covenant or provision which
under the Indentures cannot be modified or amended without the consent of the
holder of each outstanding Debt Security of that series affected. (Indentures,
Section 513)

9
<PAGE>

Consolidation, Merger and Conveyances

Neither Sprint nor, in the case of the Sprint Capital Indenture, Sprint
Capital may consolidate with or merge into any other person or convey, transfer
or lease all or substantially all its properties and assets in any one
transaction or series of transactions, and neither Sprint nor, in the case of
the Sprint Capital Indenture, Sprint Capital may permit any person to
consolidate with or merge into Sprint or Sprint Capital or convey, transfer or
lease all or substantially all its properties and assets in any one transaction
or series of transactions to Sprint or Sprint Capital, unless:

(a) the corporation, partnership or trust formed by such consolidation or
into which Sprint or Sprint Capital is merged or which acquires or leases
all or substantially all the assets of Sprint or Sprint Capital in any one
transaction or a series of transactions is organized under the laws of any
United States jurisdiction and assumes the obligations of Sprint or Sprint
Capital, as applicable, under the Notes and the Guarantees and under the
applicable Indenture,

(b) after giving effect to the transaction no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event
of Default, has happened and is continuing, and

Thereafter, all such obligations of Sprint or Sprint Capital, as the case may
be, terminate. (Indentures, Sections 801 and 802)

Defeasance

Unless otherwise indicated in the Prospectus Supplement, the following
defeasance provisions will apply to the Debt Securities.

The Indentures provide that Sprint, or Sprint and Sprint Capital, in the case
of Debt Securities issued under the Sprint Capital Indenture, may elect either
(a) to defease and be discharged from any and all obligations with respect to
Debt Securities and the Guarantees of those Debt Securities (with certain
limited exceptions described below) ("defeasance") or (b) to be released from
its obligations with respect to Debt Securities under Sections 501(5) and 1008
of the Sprint Indenture and Sections 501(5), 1008, 1009 and 1012 of the Sprint
Capital Indenture (being the cross-default provision described in clause (e)
under "Events of Default" and the restriction described under "Restrictive
Covenant--Sprint" and, in the case of the Sprint Capital Indenture, the
restrictions described under "Restrictive Covenants--Sprint Capital") and
certain other obligations, including obligations under covenants provided for
the specific benefit of Debt Securities of that series ("covenant defeasance").

In order to accomplish defeasance or covenant defeasance, Sprint or Sprint
Capital must deposit with the Trustee, or other qualifying trustee, in trust,
money and/or U.S. Government Obligations which through the payment of principal
and interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of and any premium and interest on the Debt
Securities on the scheduled due dates for the payments. Such a trust may be
established only if, among other things, Sprint or Sprint Capital has delivered
to the Trustee an opinion of counsel to the effect that the holders of the Debt
Securities will not recognize gain or loss for Federal income tax purposes as a
result of defeasance or covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if defeasance or covenant defeasance had not occurred.
The opinion, in the case of defeasance under clause (a) above, must refer to
and be based upon a ruling of the Internal Revenue Service or a change in
applicable Federal income tax law occurring after October 1, 1998. The
obligations which are not discharged in a defeasance under clause (a) above are
those relating to the rights of holders of outstanding Debt Securities to
receive, solely from the trust fund described above, payments in respect of the
principal of and any premium and interest on Debt Securities when due as set
forth in Section 1304 of the Indentures, and obligations to register the
transfer or exchange of the Debt Securities, to replace temporary or mutilated,
destroyed, lost or

10
<PAGE>

stolen Debt Securities, to maintain an office or agency in respect of the Debt
Securities, to hold moneys for payment in trust and to compensate, reimburse
and indemnify the Trustee. (Indentures, Article Thirteen)

The Prospectus Supplement may further describe additional provisions, if any,
permitting defeasance or covenant defeasance with respect to the Debt
Securities of a particular series.

Regarding the Trustee

Sprint has a normal business banking relationship with the Trustee, including
the maintenance of an account and the borrowing of funds. The Trustee may own
Debt Securities.

Governing Law

New York law (without regard to principles of conflicts of law) will govern
the Indentures, the Debt Securities and the Guarantees.

Global Securities

Unless otherwise provided in the Prospectus Supplement, each series of the
Debt Securities will be issued in the form of one or more Global Securities
that will be deposited with, or on behalf of, The Depository Trust Company, as
Depositary. Interests in the Global Securities will be issued only in
denominations of $1,000 or integral multiples thereof. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole to a nominee of the
Depositary for such Global Security, or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or any
such nominee to a successor depositary or a nominee of such successor
depositary.

Book-Entry System

Initially, the Debt Securities will be registered in the name of Cede & Co.,
the nominee of the Depositary. Accordingly, beneficial interests in the Debt
Securities will be shown on, and transfers of the Debt Securities will be
effected only through, records maintained by the Depositary and its
participants.

The Depositary has advised Sprint, Sprint Capital and any underwriters,
dealers or agents as follows: the Depositary is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. The
Depositary holds securities that its participants ("Direct Participants")
deposit with the Depositary. The Depositary also facilitates the settlement
among Direct Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in the Direct Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include
securities brokers and dealers, including any underwriters, dealers or agents,
banks, trust companies, clearing corporations, and certain other organizations.
The Depositary is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Depositary's book-entry
system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depositary and its
Direct and Indirect Participants are on file with the SEC.

11
<PAGE>

The Depositary advises that its established procedures provide that (a) upon
issuance of the Debt Securities, the Depositary will credit the accounts of
Direct and Indirect Participants designated by the underwriters with the
principal amounts of the Debt Securities purchased by the underwriters and (b)
ownership of interest in the Global Securities will be shown on, and the
transfer of the ownership will be effected only through, records maintained by
the Depositary, the Direct Participants and the Indirect Participants. The laws
of some states require that certain persons take physical delivery in
definitive form of securities which they own. Consequently, the ability to
transfer beneficial interest in the Global Securities is limited to that
extent.

So long as a nominee of the Depositary is the registered owner of the Global
Securities, the nominee for all purposes will be considered the sole owner or
holder of the Global Securities under the applicable Indenture. Except as
provided below, owners of beneficial interests in the Global Securities will
not be entitled to have Debt Securities registered in their names, will not
receive or be entitled to receive physical delivery of Debt Securities in
definitive form and will not be considered the owners or holders of the Debt
Securities under the applicable Indenture.

Neither Sprint, Sprint Capital, the Trustee, any paying agent nor the
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Securities, or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.

Principal and interest payments on the Debt Securities registered in the name
of the Depositary's nominee will be made in immediately available funds to the
Depositary's nominee as the registered owner of the Global Securities. Under
the terms of the Debt Securities, Sprint, Sprint Capital and the Trustee will
treat the persons in whose names the Debt Securities are registered as the
owners of the Debt Securities for the purpose of receiving payment of principal
and interest on the Debt Securities and for all other purposes. Therefore,
neither Sprint, Sprint Capital, the Trustee nor any paying agent has any direct
responsibility or liability for the payment of principal or interest on the
Debt Securities to owners of beneficial interests in the Global Securities. The
Depositary has advised Sprint, Sprint Capital and the Trustee that its current
practice is, upon receipt of any payment of principal or interest, to credit
Direct Participants' accounts on the payment date in accordance with their
respective holdings of beneficial interests in the Global Securities as shown
on the Depositary's records, unless the Depositary has reason to believe that
it will not receive payment on the payment date. Payments by Direct and
Indirect Participants to owners of beneficial interest in the Global Securities
will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of the Direct and
Indirect Participants and not of the Depositary, the Trustee, Sprint or Sprint
Capital, subject to any statutory requirements that may be in effect from time
to time. Payment of principal and interest to the Depositary is the
responsibility of the issuer of the Debt Securities or the Trustee.
Disbursement of these payments to the owners of beneficial interests in the
Global Securities will be the responsibility of the Depositary and Direct and
Indirect Participants.

Debt Securities represented by a Global Security will be exchangeable for
Debt Securities in definitive form of like tenor as the Global Security in
denominations of $1,000 and in any greater amount that is an integral multiple

. if the Depositary notifies Sprint or Sprint Capital that it is unwilling
or unable to continue as Depositary for such Global Security,

. if at any time the Depositary ceases to be a clearing agency registered
under applicable law and a successor depositary is not appointed by
Sprint or Sprint Capital, as applicable, within 90 days, or

. Sprint or Sprint Capital, as applicable, in its discretion at any time
determines not to require all of the Debt Securities to be represented
by a Global Security and notifies the Trustee of such decision.

Any Debt Securities that are exchangeable pursuant to the preceding sentence
are exchangeable for Debt Securities issuable in authorized denominations and
registered in such names as the Depositary shall direct.

12
<PAGE>

Subject to the foregoing, a Global Security is not exchangeable, except for a
Global Security or Global Securities of the same aggregate denominations to be
registered in the name of the Depositary or its nominee.

Same-Day Settlement and Payment

Settlement for the Debt Securities will be made by any underwriters, dealers
or agents in immediately available funds. So long as the Depositary continues
to make its Same-Day Funds Settlement System available to Sprint or Sprint
Capital, as applicable, all payments of principal and interest on the Debt
Securities will be made by Sprint or Sprint Capital, as applicable, in
immediately available funds.

Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Debt
Securities will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Debt Securities
will therefore be required by the Depositary to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Debt Securities.

Year 2000

The following information has been provided by the Depositary:

Management of the Depositary is aware that some computer applications,
systems, and the like for processing data ("Systems") that are dependent upon
calendar dates, including dates before, on, and after January 1, 2000, may
encounter "Year 2000 problems." The Depositary has informed its participants
and other members of the financial community (the "Industry") that it has
developed and is implementing a program so that its Systems, as the same relate
to the timely payment of distributions, including principal and income
payments, to securityholders, book-entry deliveries, and settlement of trades
within the Depositary ("DTC Services"), continue to function appropriately.
This program includes a technical assessment and a remediation plan, each of
which is complete. Additionally, the Depositary's plan includes a testing
phase, which is expected to be completed within appropriate time frames.

The Depositary's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom the Depositary licenses software and
hardware, and third party vendors on whom the Depositary relies for information
or the provision of services, including telecommunication and electrical
utility service providers, among others. The Depositary has informed the
Industry that it is contacting (and will continue to contact) third party
vendors from whom the Depositary acquires services to: (a) impress upon them
the importance of such services being Year 2000 compliant; and (b) determine
the extent of their efforts for Year 2000 remediation and, as appropriate,
testing of their services. In addition, the Depositary is in the process of
developing such contingency plans as it deems appropriate.

According to the Depositary, the foregoing information with respect to the
Depositary has been provided to the Industry for informational purposes only
and is not intended to serve as a representation, warranty, or contract
modification of any kind.

DESCRIPTION OF GUARANTEES

Sprint will unconditionally guarantee the due and punctual payment of the
principal and any premium and interest on the Debt Securities issued by Sprint
Capital when and as the same becomes due and payable, whether at maturity or
otherwise. (Sprint Capital Indenture, Section 311) The Guarantees will rank
equally with all other unsecured and unsubordinated obligations of Sprint. The
Guarantees provide that in the event of a default in payment of principal or
any premium or interest on a Debt Security, the holder of the Debt Security may
institute legal proceedings directly against Sprint to enforce the Guarantee
without first proceeding against Sprint Capital. The Sprint Capital Indenture
provides that Sprint may under certain circumstances assume all rights and
obligations of Sprint Capital under the Sprint Capital Indenture with respect
to a series of Debt Securities issued by Sprint Capital.

13
<PAGE>

VALIDITY OF THE DEBT SECURITIES AND GUARANTEES

The validity of the Debt Securities and the Guarantees will be passed upon
for Sprint Capital and Sprint by Don A. Jensen, Esq., Vice President and
Secretary of Sprint Capital and Sprint, and for any underwriters by Cravath,
Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.
As of June 30, 1999, Mr. Jensen was the beneficial owner of approximately
66,500 shares of Sprint FON Common Stock and 17,900 shares of Sprint PCS Common
Stock and had options to purchase in excess of 126,000 shares of Sprint FON
Common Stock and in excess of 28,000 shares of Sprint PCS Common Stock.

EXPERTS

Ernst & Young LLP, independent auditors, have audited Sprint's consolidated
financial statements and schedule and the combined financial statements and
schedules of the FON Group and the PCS Group included in Sprint's Annual Report
on Form 10-K for the year ended December 31, 1998, as set forth in their
reports, which are incorporated by reference in this Prospectus and which, as
to the years 1998 and 1997 for Sprint's consolidated financial statements and
the years 1998, 1997 and 1996 for the combined financial statements of the PCS
Group, are based in part on the report of Deloitte & Touche LLP, independent
auditors. These financial statements and schedules are incorporated by
reference in reliance on the reports, given on the authority of such firms as
experts in accounting and auditing.

The consolidated financial statements of Sprint Spectrum Holding Company,
L.P. and subsidiaries and the related financial statement schedule have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, included in Sprint's Annual Report on Form 10-K for the year ended
December 31, 1998, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

PLAN OF DISTRIBUTION

With respect to the offering of the Debt Securities, the following summary
of the plan of distribution will be supplemented by a description of the
offering, including the particular terms and conditions of the offering, set
forth in the applicable Prospectus Supplement relating to the Debt Securities.

Sprint and Sprint Capital may sell Debt Securities in any of three ways: (a)
through underwriters or dealers; (b) directly to one or a limited number of
institutional purchasers; or (c) through agents. Each Prospectus Supplement
with respect to a series of Debt Securities will set forth the terms of the
offering of the Debt Securities, including the name or names of any
underwriters or agents, the price of the Debt Securities and the net proceeds
to Sprint or Sprint Capital, as the case may be, from the sale, any
underwriting discounts, commissions or other items constituting underwriters'
or agents' compensation, any discount or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which the Debt Securities may
be listed.

If underwriters are used in the sale, the Debt Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be offered to the public either through underwriting syndicates
of investment banking firms represented by managing underwriters, or directly
by one or more investment banking firms or others, as designated. Unless
otherwise set forth in the applicable Prospectus Supplement, the obligations of
the underwriters to purchase the Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all of
the Debt Securities offered if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.

14
<PAGE>

Debt Securities may be sold directly by Sprint or Sprint Capital to one or
more institutional purchasers, or through agents designated by Sprint or Sprint
Capital from time to time. Any agent involved in the offer or sale of the Debt
Securities will be named, and any commissions payable by Sprint or Sprint
Capital, as the case may be, to the agent will be set forth, in the applicable
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any agent will be acting on a best efforts basis for the period of its
appointment.

If so indicated in the applicable Prospectus Supplement, Sprint or Sprint
Capital, as the case may be, will authorize agents, underwriters or dealers to
solicit offers by certain specified institutions to purchase the Debt
Securities from Sprint or Sprint Capital, as the case may be, at the public
offering price set forth in the Prospectus Supplement plus accrued interest, if
any, pursuant to delayed delivery contracts providing for payment and delivery
on one or more specified dates in the future. Institutions with which delayed
delivery contracts may be made include commercial and saving banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases the institutions must be approved by
Sprint or Sprint Capital, as the case may be. Delayed delivery contracts will
be subject only to those conditions set forth in the applicable Prospectus
Supplement and the Prospectus Supplement will set forth the commission payable
for solicitation of these contracts.

Agents, underwriters and dealers may be entitled under agreements entered
into with Sprint or Sprint and Sprint Capital to indemnification by Sprint or
Sprint and Sprint Capital against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect
to payments which the agents, underwriters or dealers may be required to make
in respect of such civil liabilities.

Agents, underwriters and dealers may engage in transactions with or perform
services for Sprint and Sprint Capital in the ordinary course of business.

The Debt Securities will be new issues of Debt Securities with no established
trading market. Underwriters and agents to whom Debt Securities are sold by
Sprint or Sprint Capital for public offering and sale may make a market in the
Debt Securities, but the underwriters and agents will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Debt Securities.

15
<PAGE>

PRINCIPAL OFFICE OF THE ISSUER AND THE GUARANTOR

Sprint Capital Corporation
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205

----------------

TRUSTEE & PRINCIPAL PAYING AGENT

Bank One, N.A.
100 East Broad Street
Columbus, Ohio 43215

----------------

LUXEMBOURG PAYING AGENT & TRANSFER AGENT

Kredietbank S.A. Luxembourg
Kredietbank S.A. Luxembourgeoise
43, Boulevard Royal
L-2955 Luxembourg

----------------

LEGAL ADVISORS

To Sprint and Sprint Capital as to To the Underwriters as to
matters of United States Law matters of United States Law
King & Spalding Cravath, Swaine & Moore
1185 Avenue of the Americas 825 Eighth Avenue
New York, NY 10036 Worldwide Plaza
New York, NY 10019

----------------

AUDITORS

To Sprint, the FON Groupand the PCS Group
Ernst & Young LLP
One Kansas City Place
1200 Main Street
Kansas City, MO 64105

----------------

LISTING AGENT

Kredietbank S.A. Luxembourg
Kredietbank S.A. Luxembourgeoise
43, Boulevard Royal
L-2955 Luxembourg