UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-K

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

For the fiscal year ended      December 31, 1999

                                         OR

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

For the transition period from               to

                                    333-06609-01
Commission file number              333-06609-02

                            SPRINT SPECTRUM L.P.
                    SPRINT SPECTRUM FINANCE CORPORATION
            (Exact name of registrant as specified in its charter)

                         DELAWARE                            48-1165245
                         DELAWARE                            43-1746537
              (State or other jurisdiction of              (IRS Employer
              incorporation or organization)            Identification Nos.)

          4900 Main Street, Kansas City, Missouri               64112
         (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code         (816) 559-1000

Securities registered pursuant to Section 12(b) and 12(g) of the Act: None

The registrants  meet the conditions set forth in General  Instruction I (1) (a)
and (b) of Form  10-K and are  therefore  filing  this  Form  with  the  reduced
disclosure format.

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

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

At March 1, 2000  Sprint  Spectrum  Finance  Corporation  had 100 common  shares
outstanding.

Documents Incorporated by Reference:  None

<PAGE>


                           SPRINT SPECTRUM L.P.
                   SPRINT SPECTRUM FINANCE CORPORATION

                    SECURITIES AND EXCHANGE COMMISSION
                       ANNUAL REPORT ON FORM 10-K




Part I

--------------------------------------------------------------------------------
Item 1.  Business
--------------------------------------------------------------------------------

Sprint  Spectrum L.P. is a Delaware  limited  partnership  formed in March 1995.
Sprint Spectrum refers to Sprint Spectrum L.P. and its subsidiaries.

The general partner of Sprint Spectrum is Sprint Spectrum Holding Company,  L.P.
(Holdings),  and the limited partner is MinorCo,  L.P. (MinorCo).  Both Holdings
and MinorCo are Delaware limited partnerships. In November 1998, Sprint Spectrum
became an indirect  wholly owned  subsidiary of Sprint  Corporation  when Sprint
acquired the remaining  ownership  interests of  Tele-Communications,  Inc., Cox
Communications, Inc. and Comcast Corporation in Holdings and MinorCo.

Sprint Spectrum is a provider of wireless personal  communication services (PCS)
in the United  States.  It has the largest PCS  license  coverage of  population
equivalents  (Pops) of any U.S. PCS company.  Sprint  Spectrum's 30 wholly owned
markets cover 156 million Pops and include the New York, San Francisco, Detroit,
Dallas/Fort Worth and  Boston/Providence  major trading areas.  Sprint Spectrum,
together with certain  affiliates,  has licenses to provide service to more than
270 million people in all 50 states, Puerto Rico and the U.S. Virgin Islands.

Sprint  Spectrum is subject to the  jurisdiction  of the Federal  Communications
Commission.

Each of the markets in which Sprint Spectrum competes is served by other two-way
wireless service providers,  including cellular and PCS operators and resellers.
A majority of the markets  have five or more  commercial  mobile  radio  service
providers.  Each of the top  metropolitan  markets  has at least  one  other PCS
competitor  in addition to two cellular  incumbents.  Many of these  competitors
have been  operating for a number of years and  currently  service a significant
subscriber base.

Sprint Spectrum Finance  Corporation  (FinCo), a Delaware  corporation formed in
May 1996, is a wholly owned subsidiary of Sprint Spectrum L.P. FinCo has nominal
assets and does not conduct any operations.  It was formed to be a co-obligor of
certain  securities  issued by Sprint  Spectrum.  Because FinCo is a co-obligor,
certain institutional investors, who might otherwise be limited in their ability
to invest in securities  issued by partnerships  due to legal investment laws in
their states of organization or their charter  documents,  may be able to invest
in Sprint Spectrum's securities.

--------------------------------------------------------------------------------
Item 2.  Properties
--------------------------------------------------------------------------------

Sprint Spectrum's  properties consist mainly of network equipment,  construction
work in progress and buildings and leasehold  improvements.  The following table
summarizes  Sprint  Spectrum's  major assets as a percentage of total  property,
plant and equipment at year-end 1999.

<TABLE>
<CAPTION>
Property, plant and equipment
<S>                                               <C>
   Network equipment                              61.5%
   Buildings and leasehold improvements           14.0%
   Construction work in progress                  18.4%
   Other                                           6.1%
-------------------------------------------- -------------

                                                 100.0%
                                             -------------
</TABLE>


--------------------------------------------------------------------------------
Item 3.  Legal Proceedings
--------------------------------------------------------------------------------

Sprint  Spectrum  has been  involved  in legal  proceedings  in  various  states
concerning  the  suspension  of the  processing or approval of permits and other
issues arising in connection  with tower siting.  There can be no assurance that
such  litigation  and  similar  actions  taken by  others  seeking  to block the
construction of individual cell sites of Sprint Spectrum's  network will not, in
the  aggregate,  significantly  delay  expansion  of Sprint  Spectrum's  network
coverage.

Sprint Spectrum is involved in various other legal proceedings incidental to the
conduct of its  business.  While it is not  possible to  determine  the ultimate
disposition of each of these proceedings,  management  believes that the outcome
of such proceedings,  individually or in the aggregate, will not have a material
adverse  effect  on  Sprint  Spectrum's   financial   condition  or  results  of
operations.

<PAGE>
--------------------------------------------------------------------------------
Item 4.  Submission of Matters to a Vote of Security Holders
--------------------------------------------------------------------------------

Omitted under the provisions of General Instruction I.

Part II

--------------------------------------------------------------------------------
Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters
--------------------------------------------------------------------------------

At year-end  1999,  Sprint  Spectrum had no common equity and there is no market
for the common equity of FinCo.

--------------------------------------------------------------------------------
Item 6.  Selected Financial Data
--------------------------------------------------------------------------------

Omitted under the provisions of General Instruction I.

--------------------------------------------------------------------------------
Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations
--------------------------------------------------------------------------------

For information  required by Item 7, refer to the  "Management's  Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations"  section of the
Financial  Statements  and Financial  Statement  Schedule  filed as part of this
document and incorporated by reference herein.

--------------------------------------------------------------------------------
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk
--------------------------------------------------------------------------------

Sprint  Spectrum's  exposure  to  market   risk--through   derivative  financial
instruments  and other  financial  instruments,  such as  long-term  debt,  from
changes in interest rates--is not material.


--------------------------------------------------------------------------------
Item 8.  Financial Statements and Supplementary Data
--------------------------------------------------------------------------------

For  information  required  by Item 8, refer to Sprint  Spectrum's  consolidated
financial statements and FinCo's financial statements, included in the Financial
Statements  and Financial  Statement  Schedule  sections,  filed as part of this
document and incorporated by reference herein.
--------------------------------------------------------------------------------
Item 9.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
--------------------------------------------------------------------------------

As previously  reported in Sprint  Spectrum's  Current  Report on Form 8-K dated
June 13, 1999, as amended,  Deloitte & Touche LLP, the independent  auditors for
Sprint Spectrum Holding Company,  L.P., and its  subsidiaries,  including Sprint
Spectrum, was replaced by Ernst & Young LLP.

Part III

--------------------------------------------------------------------------------
Item 10.  Directors and Executive Officers of the Registrants
--------------------------------------------------------------------------------

Omitted under the provisions of General Instruction I.

--------------------------------------------------------------------------------
Item 11.  Executive Compensation
--------------------------------------------------------------------------------

Omitted under the provisions of General Instruction I.

--------------------------------------------------------------------------------
Item 12.  Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------------------------

Omitted under the provisions of General Instruction I.

--------------------------------------------------------------------------------
Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------------------------------

Omitted under the provisions of General Instruction I.



<PAGE>


Part IV


Item 14.  Exhibits, Financial Statement Schedule, and Reports on Form 8-K

(a)  1.  The  consolidated  financial  statements  of  Sprint  Spectrum  and
         financial  statements  of FinCo filed as part of this report are listed
         in the Index to Financial Statements and Financial Statement Schedule.

     2.  The consolidated  financial statement schedule of Sprint Spectrum filed
         as part of this report is listed in the Index to  Financial  Statements
         and Financial Statement Schedule.

     3.  The following Exhibits are part of this report.

         EXHIBITS

         Articles of Incorporation and Bylaws:

         (3.1) Certificate  of  Limited  Partnership  of  Sprint  Spectrum  L.P.
               (incorporated  by reference  to Exhibit 3.2 to Sprint  Spectrum's
               Form S-1  Registration  Statement,  Registration  No.  333-06609,
               filed on June 21, 1996).

         (3.2) Agreement of Limited  Partnership  of MajorCo Sub, L.P.  (renamed
               Sprint Spectrum L.P.), dated as of March 28, 1995, among MajorCo,
               L.P. and MinorCo, L.P.  (incorporated by reference to Exhibit 3.6
               to   Sprint   Spectrum's   Form   S-1   Registration   Statement,
               Registration No. 333-06609, filed on June 21, 1996).

         (3.3) First  Amendment to Agreement  of Limited  Partnership  of Sprint
               Spectrum L.P., effective as of February 29, 2000.

         (3.4) Certificate  of   Incorporation   of  Sprint   Spectrum   Finance
               Corporation  (incorporated  by reference to Exhibit 3.3 to Sprint
               Spectrum's  Form S-1  Registration  Statement,  Registration  No.
               333-06609, filed on June 21, 1996).

         (3.5) Bylaws of Sprint Spectrum  Finance  Corporation  (incorporated by
               reference   to  Exhibit  3.4  to  Sprint   Spectrum's   Form  S-1
               Registration Statement, Registration No. 333-06609, filed on June
               21, 1996).

         Instruments Defining the Rights of Security Holders

         (4.1) Senior Note  Indenture  (including  form of Senior  Note),  dated
               August 23, 1996,  between Sprint  Spectrum L.P.,  Sprint Spectrum
               Finance  Corporation,  and  The  Bank  of New  York,  as  Trustee
               (incorporated  by reference  to Exhibit 4.1 to Sprint  Spectrum's
               Form 10-Q for the quarter  ended  September  30,  1996,  filed on
               November 12, 1996).

         (4.2) Senior   Discount  Note  Indenture   (including  form  of  Senior
               Discount  Note),  dated August 23, 1996,  between Sprint Spectrum
               L.P.,  Sprint Spectrum Finance  Corporation,  and The Bank of New
               York,  as Trustee  (incorporated  by  reference to Exhibit 4.3 to
               Sprint  Spectrum's  Form 10-Q for the quarter ended September 30,
               1996 filed on November 12, 1996).

         (4.3) Loans  from  Sprint  Corporation  to  Sprint  Spectrum  L.P.  are
               governed by Sprint's  Tracking  Stock Policies  (incorporated  by
               reference  to Exhibit  4D to  Post-Effective  Amendment  No. 2 to
               Sprint    Corporation's   Form   S-3   Registration    Statement,
               Registration No. 33-58488, filed on December 3, 1998).
<PAGE>

         Executive Compensation Arrangements

         (10.1)Employment  Agreement dated as of July 29, 1996,  between  Sprint
               Spectrum Holding Company, L.P. and Andrew Sukawaty  (incorporated
               by  reference  to  Exhibit  10.20 to  Amendment  No. 4 to  Sprint
               Spectrum's  Form S-1  Registration  Statement,  Registration  No.
               333-06609, filed on August 12, 1996).

         (10.2)Employment  Agreement  dated  as of September  29, 1995,  between
               Sprint Spectrum  Holding  Company,  L.P. and Joseph M. Gensheimer
               (incorporated by reference to Exhibit 10.11 to Amendment No. 3 to
               Sprint Spectrum's Form S-1 Registration  Statement,  Registration
               No. 333-06609, filed on July 30, 1996).

         (10.3)Employment  Agreement  dated January 21, 1997,   between   Sprint
               Spectrum L.P. and Charles E. Levine (incorporated by reference to
               Exhibit 10.4 to Sprint Spectrum's Form 10-Q for the quarter ended
               March 31, 1997 filed on May 13, 1997).

         (27)  Financial Data Schedules
                 (a) Sprint Spectrum  L.P.
                 (b) Sprint Spectrum Finance Corporation

Sprint  Spectrum will furnish to the  Securities and Exchange  Commission,  upon
request,  a copy of the instruments (other than those listed above) defining the
rights of holders of its long-term debt.

(b)  Reports on Form 8-K

     No Current Reports on Form 8-K were filed in the 1999 fourth quarter.



<PAGE>


SIGNATURES

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

                             SPRINT SPECTRUM L.P.
                             ---------------------------------------------------
                             (Registrant)


                             /s/  Andrew Sukawaty
                             ---------------------------------------------------
                             Andrew Sukawaty
                             President

Date:  March 29, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 29th day of March, 2000.


                             /s/  Andrew Sukawaty
                             ---------------------------------------------------
                             Andrew Sukawaty
                             President
                             (Principal Executive Officer)


                             /s/  William J. Gunter
                             ---------------------------------------------------
                             William J. Gunter
                             Senior Vice President and Chief Financial Officer
                             (Principal Financial Officer)


                             /s/  Eric R. Slusser
                             ---------------------------------------------------
                             Eric R. Slusser
                             Controller



<PAGE>


SIGNATURES

                             SPRINT SPECTRUM L.P.
                             ---------------------------------------------------
                             (Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 29th day of March, 2000.

                             /s/  J. Richard Devlin
                             ---------------------------------------------------
                             J. Richard Devlin, Director
                             SWV Six, Inc., a general partner of Sprint Spectrum
                             Holding Company, L.P., a limited  partnership  that
                             is general partner of Sprint Spectrum L.P.


                             /s/  Don A. Jensen
                             ---------------------------------------------------
                             Don A. Jensen, Director
                             SWV Six, Inc., a general partner of Sprint Spectrum
                             Holding Company, L.P., a limited  partnership  that
                             is general partner of Sprint Spectrum L.P.


                             /s/  Arthur B. Krause,
                             ---------------------------------------------------
                             Arthur B. Krause, Director
                             SWV Six, Inc., a general partner of Sprint Spectrum
                             Holding Company, L.P., a limited  partnership  that
                             is general partner of Sprint Spectrum L.P.




<PAGE>


SIGNATURES

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


                             SPRINT SPECTRUM FINANCE CORPORATION
                             ---------------------------------------------------
                             (Registrant)



                             /s/  Andrew Sukawaty
                             ---------------------------------------------------
                             Andrew Sukawaty
                             President


Date:  March 29, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 29th day of March, 2000.



                             /s/  Andrew Sukawaty
                             ---------------------------------------------------
                             Andrew Sukawaty
                             President
                             (Principal Executive Officer)


                             /s/  William J. Gunter
                             ---------------------------------------------------
                             William J. Gunter
                             Senior Vice President and Chief Financial Officer
                             (Principal Financial Officer)


                             /s/  Eric R. Slusser
                             ---------------------------------------------------
                             Eric R. Slusser
                             Controller


                             /s/  Michael T. Hyde
                             ---------------------------------------------------
                             Michael T. Hyde
                             Director


                             /s/  Don A. Jensen
                             ---------------------------------------------------
                             Don A. Jensen
                             Director


                             /s/  Laura L. Ozenberger
                             ---------------------------------------------------
                             Laura L. Ozenberger
                             Director




<PAGE>
<TABLE>
<CAPTION>


                          INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE



                                                                                                        Page
                                                                                                     Reference
                                                                                                 -------------------

SPRINT SPECTRUM L.P.

<S>                                                                                                     <C>
Management's Discussion and Analysis of Financial Condition and Results of Operations                   F-2

Consolidated Financial Statements
     Report of Independent Auditors                                                                     F-4
     Consolidated Statements of Operations                                                              F-6
     Consolidated Balance Sheets                                                                        F-7
     Consolidated Statements of Cash Flows                                                              F-8
     Consolidated Statements of Changes in Partners' Capital                                            F-9
     Notes to Consolidated Financial Statements                                                         F-10

Financial Statement Schedule
     Schedule II                                                                                        F-16


SPRINT SPECTRUM FINANCE CORPORATION

Management's Discussion and Analysis of Financial Condition and Results of Operations                   F-17

Financial Statements
     Statements of Operations                                                                           F-18
     Balance Sheets                                                                                     F-18
     Statements of Cash Flows                                                                           F-18
     Note to Financial Statements                                                                       F-19

</TABLE>

                                       F-1

<PAGE>




MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS               Sprint Spectrum L.P.

--------------------------------------------------------------------------------
General
--------------------------------------------------------------------------------

Sprint  Spectrum L.P.,  with its wholly owned  subsidiaries  (Sprint  Spectrum),
began  commercial  code division  multiple  access  operations  late in the 1996
fourth quarter. Sprint Spectrum is wholly owned by Sprint Corporation (Sprint).

In October  1999,  Sprint  announced  a  definitive  merger  agreement  with MCI
WorldCom.  The  merger is subject to the  approvals  of Sprint and MCI  WorldCom
shareholders  as well as approvals from the Federal  Communications  Commission,
the Justice  Department,  various state government  bodies and foreign antitrust
authorities.  The companies  anticipate that the merger will close in the second
half of 2000.

In November 1998, Sprint purchased the remaining  ownership  interests in Sprint
Spectrum   Holding   Company,   L.P.   (Holdings)   and   MinorCo,   L.P.   from
Tele-Communications,  Inc., Comcast Corporation and Cox Communications,  Inc. At
that time,  Sprint  created  the Sprint PCS Group,  which  consists  of Sprint's
domestic personal communication services (PCS), including Sprint Spectrum.

--------------------------------------------------------------------------------
Forward-Looking Information
--------------------------------------------------------------------------------

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

     -    the effects of  vigorous  competition  in the markets in which  Sprint
          Spectrum operates;

     -    the costs and business  risks  related to entering and  expanding  new
          markets necessary to provide seamless services and new services;

     -    the  ability of Sprint  Spectrum  to  continue  to grow a  significant
          market  presence;

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

     -    unexpected results of litigation filed against Sprint Spectrum;

     -    uncertainties  associated  with the  pending  merger of Sprint and MCI
          WorldCom;

     -    the possibility of one or more of the markets in which Sprint Spectrum
          competes  being  affected by changes in  political,  economic or other
          factors such as monetary policy, legal and regulatory changes or other
          external factors over which Sprint Spectrum has no control; and

     -    other  risks  referenced  from  time  to time in  Sprint's  or  Sprint
          Spectrum's filings with the Securities and Exchange Commission.

The words  "estimate,"  "project,"  "intend,"  "expect,"  "believe"  and similar
expressions are intended to identify forward-looking statements. Forward-looking
statements are found throughout MD&A. The reader should not place undue reliance
on forward-looking  statements,  which speak only as of the date of this report.
Sprint  Spectrum  is  not  obligated  to  publicly   release  any  revisions  to
forward-looking  statements  to reflect  events after the date of this report or
unforeseen events.

--------------------------------------------------------------------------------
Results of Operations
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

-------------------------------------------------------
                                   1999        1998
-------------------------------------------------------
                                     (millions)

<S>                            <C>         <C>
Net operating revenues         $   2,138   $     910
-------------------------------------------------------

Operating expenses
   Costs of services and
     products                      1,451         925
   Selling, general and
     administrative                1,382       1,012
   Depreciation and
     amortization                    747         592
-------------------------------------------------------
Total operating expenses           3,580       2,529
-------------------------------------------------------

Operating loss                 $  (1,442)  $  (1,619)
                               ------------------------
</TABLE>


The wireless  industry  typically  generates a  significantly  higher  number of
subscriber additions and handset sales in the fourth quarter of each year versus
the remaining quarters. This is due to the use of retail distribution,  which is
dependent on the holiday shopping season; the timing of new products and service
introductions; and aggressive marketing and sales promotions.

Sprint Spectrum  markets its products through  multiple  distribution  channels,
including its own retail stores as well as other retail outlets. Equipment sales
to one retail chain and the subsequent  service  revenues  generated by sales to
its customers accounted for roughly one-fourth of net operating revenues in 1999
and 1998.

Net Operating Revenues

Net operating  revenues  include  subscriber  revenues and sales of handsets and
accessory  equipment.  Subscriber  revenues consist of monthly recurring charges
and  usage  charges.  Net  operating  revenues

                                     F-2
<PAGE>

increased  135% in 1999,  mainly  reflecting  the launch of new  markets and the
addition of customers in 1999.

Average  monthly  service  revenue per user (ARPU) has  decreased due to a wider
acceptance of lower-priced, bundled minute rate plans.

Approximately  20% of 1999 and 1998 net  operating  revenues  were from sales of
handsets and accessories. As part of Sprint Spectrum's marketing plans, handsets
are normally sold at prices below Sprint Spectrum's cost.

Average monthly  customer churn rates have remained  consistent  during 1999 and
1998 in the mid 3% range.

Operating Expenses

Costs of services and products  mainly  includes  handset and  accessory  costs,
switch and cell site  expenses  and other  network-related  costs.  These  costs
increased  57% in 1999 driven by the  significant  growth in  customers  and the
expanded market coverage.

Selling,  general and  administrative  (SG&A) expense mainly includes  marketing
costs to promote products and services as well as salary and benefit costs. SG&A
expense  increased  37% in 1999  reflecting  an  expanded  workforce  to support
subscriber growth and increased marketing and selling costs.

Acquisition costs per gross customer addition, including equipment subsidies and
marketing costs,  have improved from the high-$500 range in 1998 to the low-$400
range in 1999. Lower handset unit costs and scale benefits from greater customer
additions have contributed to the improvement.

Cash  cost per user  (CCPU)  consists  of costs  of  service  revenues,  service
delivery  and  other   general  and   administrative   costs.   CCPU   decreased
approximately  one-third in 1999 compared to 1998. The improvements reflect good
expense  management  and scale benefits  resulting  from the increased  customer
base.

Depreciation and  amortization  expense,  which increased 26% in 1999,  consists
mainly of depreciation of network assets and amortization of intangible  assets.
The intangible  assets include PCS licenses,  which are being  amortized over 40
years, and microwave  relocation  costs,  which are amortized over the remaining
life of the related PCS licenses.  The increase in depreciation and amortization
expense reflects an increased property base.

--------------------------------------------------------------------------------
Nonoperating Items
--------------------------------------------------------------------------------

Interest Expense

Sprint Spectrum's effective interest rate on long-term debt was 9.0% in 1999 and
9.4% in 1998.  The  decrease in the  effective  interest  rate  mainly  reflects
increased borrowings with lower interest rates.

Extraordinary Items

In 1999, Sprint Spectrum  terminated its revolving credit facilities and repaid,
prior to scheduled maturities,  the related outstanding balance of $1.7 billion.
These  facilities had interest rates ranging from 5.6% to 6.3%. These repayments
resulted in a $33 million  extraordinary loss. These short-term  borrowings were
repaid with proceeds from long-term financing provided by Sprint.

In 1998, Sprint Spectrum redeemed,  prior to scheduled maturities,  $2.9 billion
of vendor  financing  and term loans with a weighted  average  interest  rate of
8.4%.  This resulted in a $43 million  extraordinary  loss.  The debt was repaid
using proceeds from senior notes allocated from Sprint.

--------------------------------------------------------------------------------
Liquidity and Capital Resources
--------------------------------------------------------------------------------

Sprint Spectrum's liquidity and capital resources are managed by Sprint.  Sprint
funds the Sprint PCS Group's  (including  Sprint  Spectrum's)  operating losses,
working capital and debt service requirements.

--------------------------------------------------------------------------------
Year 2000 Issue
--------------------------------------------------------------------------------

Sprint Spectrum  successfully  completed its Year 2000 readiness work and passed
through  the January 1, 2000  rollover  event while  encountering  no  customer-
affecting  outages or  business  interruptions.  Since the  inception  of Sprint
Spectrum's  Year 2000  readiness  program  through  December  31,  1999,  Sprint
Spectrum  incurred  approximately  $45 million of costs associated with its Year
2000 readiness program. Sprint Spectrum does not expect to incur any significant
additional expenditures related to the Year 2000 issue.

--------------------------------------------------------------------------------
Recently Issued Accounting Pronouncement
--------------------------------------------------------------------------------

See Note 7 of Notes to Consolidated  Financial  Statements for a discussion of a
recently issued accounting pronouncement.

                                    F-3

<PAGE>


REPORT OF INDEPENDENT AUDITORS

Partners of Sprint Spectrum L.P.

We have audited the accompanying  consolidated  balance sheet of Sprint Spectrum
L.P. and subsidiaries (Sprint Spectrum) as of December 31, 1999, and the related
consolidated  statements  of  operations,  cash flows and  changes in  partners'
capital for the year then ended. Our audit also included the financial statement
schedule  listed in the Index to Financial  Statements  and Financial  Statement
Schedule.  These  financial  statements and schedule are the  responsibility  of
Sprint  Spectrum's  management.  Our  responsibility is to express an opinion on
these consolidated financial statements and the schedule based on our audit.

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


In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Sprint
Spectrum L.P. and  subsidiaries  at December 31, 1999,  and the results of their
operations  and their cash flows for the year then  ended,  in  conformity  with
accounting  principles  generally  accepted in the United  States.  Also, in our
opinion,  the related financial statement schedule,  when considered in relation
to the basic consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.



                                                               Ernst & Young LLP

Kansas City, Missouri
February 1, 2000



                                       F-4
<PAGE>


REPORT OF INDEPENDENT AUDITORS

Partners of Sprint Spectrum L.P.

We have audited the accompanying  consolidated balance sheets of Sprint Spectrum
L.P. and subsidiaries (Sprint Spectrum) as of December 31, 1998, and the related
consolidated  statements of  operations,  changes in partners'  capital and cash
flows for the two years in the period ended  December 31, 1998.  Our audits also
included  the  financial  statement  schedule  (Schedule  II).  These  financial
statements  and  Schedule  II  are  the   responsibility  of  Sprint  Spectrum's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements and Schedule II based on our audits.

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


In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the consolidated  financial position of Sprint Spectrum L.P.
and  subsidiaries at December 31, 1998, and the results of their  operations and
their cash flows for the two years then  ended,  in  conformity  with  generally
accepted  accounting  principles.  Also,  in  our  opinion,  Schedule  II,  when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly in all  material  respects  the  information  set forth
therein.



                                                           Deloitte & Touche LLP

Kansas City, Missouri
February 2, 1999







                                   F-5

<PAGE>

<TABLE>
<CAPTION>


CONSOLIDATED STATEMENTS OF OPERATIONS                                                          Sprint Spectrum L.P.
(millions)
-------------------------------------------------------------------------------------------------------------------
Years Ended December 31,                                                    1999           1998            1997
-------------------------------------------------------------------------------------------------------------------

<S>                                                                   <C>             <C>             <C>
Net Operating Revenues                                                $     2,138     $      910      $      235
-------------------------------------------------------------------------------------------------------------------

Operating Expenses
      Costs of services and products                                        1,451            925             541
      Selling, general and administrative                                   1,382          1,012             689
      Depreciation and amortization                                           747            592             304
-------------------------------------------------------------------------------------------------------------------
      Total operating expenses                                              3,580          2,529           1,534
-------------------------------------------------------------------------------------------------------------------

Operating Loss                                                             (1,442)        (1,619)         (1,299)

Interest expense                                                             (536)          (387)           (118)
Other income, net                                                              13             10              10
-------------------------------------------------------------------------------------------------------------------

Loss before Extraordinary Items                                            (1,965)        (1,996)         (1,407)
Extraordinary items                                                           (33)           (43)              -
-------------------------------------------------------------------------------------------------------------------

Net Loss                                                              $    (1,998)   $    (2,039)    $    (1,407)
                                                                     ----------------------------------------------










                           See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                         F-6
<PAGE>

<TABLE>
<CAPTION>


CONSOLIDATED BALANCE SHEETS                                                                         Sprint Spectrum L.P.
(millions)
-------------------------------------------------------------------------------------------------------------------------
December 31,                                                                                 1999              1998
-------------------------------------------------------------------------------------------------------------------------

    Assets
    Current assets
<S>                                                                                    <C>               <C>
      Cash and equivalents                                                             $         16      $         70
      Accounts receivable, net of allowance for doubtful
        accounts of $36 and $16                                                                 361               226
      Affiliate receivable                                                                      142               248
      Inventories                                                                               310                92
      Prepaid expenses and other assets                                                          54                26
-------------------------------------------------------------------------------------------------------------------------
      Total current assets                                                                      883               662

    Property, plant and equipment
      Network equipment                                                                       3,838             2,937
      Construction work in progress                                                           1,151               619
      Buildings and leasehold improvements                                                      873               758
      Other                                                                                     381               258
-------------------------------------------------------------------------------------------------------------------------
      Total property, plant and equipment                                                     6,243             4,572
      Accumulated depreciation                                                               (1,447)             (772)
-------------------------------------------------------------------------------------------------------------------------
      Net property, plant and equipment                                                       4,796             3,800

    Intangible assets
      PCS licenses                                                                            2,137             2,130
      Microwave relocation costs                                                                314               299
-------------------------------------------------------------------------------------------------------------------------
      Total intangible assets                                                                 2,451             2,429
      Accumulated amortization                                                                 (171)             (110)
-------------------------------------------------------------------------------------------------------------------------
      Net intangible assets                                                                   2,280             2,319
    Other assets                                                                                 71                45
-------------------------------------------------------------------------------------------------------------------------

    Total                                                                              $      8,030      $      6,826
                                                                                      -----------------------------------

Liabilities and Partners' Capital
    Current liabilities
      Current maturities of long-term debt                                             $          5      $          5
      Accounts payable                                                                          418               320
      Affiliated payables to Sprint                                                             274                31
      Construction obligations                                                                  664               593
      Accrued advertising                                                                        97                84
      Accrued expenses and other current liabilities                                            405               371
-------------------------------------------------------------------------------------------------------------------------
      Total current liabilities                                                               1,863             1,404

    Long-term debt                                                                            7,960             5,649

    Other noncurrent liabilities                                                                 89                81

    Partners' capital and accumulated deficit:
      Partners' capital                                                                       4,114             3,690
      Accumulated deficit                                                                    (5,996)           (3,998)
-------------------------------------------------------------------------------------------------------------------------
      Total partners' capital and accumulated deficit                                        (1,882)             (308)
-------------------------------------------------------------------------------------------------------------------------

    Total                                                                              $      8,030      $      6,826
                                                                                      -----------------------------------







                           See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                         F-7

<PAGE>

<TABLE>
<CAPTION>


CONSOLIDATED STATEMENTS OF CASH FLOWS                                                             Sprint Spectrum L.P.
(millions)
------------------------------------------------------------------ ----------------- ----------------- ----------------
Years Ended December 31,                                                 1999              1998             1997
------------------------------------------------------------------ ----------------- ----------------- ----------------

Operating Activities

<S>                                                                 <C>               <C>              <C>
Net loss                                                            $     (1,998)     $     (2,039)    $     (1,407)
Adjustments to reconcile net loss to net cash used by operating
   activities:
     Depreciation and amortization                                           747               592              304
     Extraordinary loss                                                       33                43                -
     Amortization of debt discount and issuance costs                         56                54               48
     Changes in assets and liabilities:
       Receivables                                                           (35)             (272)            (184)
       Inventories and other current assets                                 (232)                9              (35)
       Accounts payable and accrued expenses                                 428               241              392
       Other noncurrent assets and liabilities                                34                25               38
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------
Net cash used by operating activities                                       (967)           (1,347)            (844)
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Investing Activities

Capital expenditures                                                      (1,712)           (1,248)          (2,096)
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------
Net cash used by investing activities                                     (1,712)           (1,248)          (2,096)
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Financing Activities

Proceeds from long-term debt                                               4,074             5,234            2,316
Payments on long-term debt                                                (1,875)           (2,889)              (3)
Partner capital contributions                                                426               253              664
Other                                                                          -                 -              (20)
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------
Net cash provided by financing activities                                  2,625             2,598            2,957
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Increase (Decrease) in Cash and Equivalents                                  (54)                3               17
Cash and Equivalents at Beginning of Year                                     70                67               50
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Cash and Equivalents at End of Year                                 $         16      $         70     $         67
                                                                   --- ------------- --- ------------- -- -------------
























                           See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                         F-8

<PAGE>

<TABLE>
<CAPTION>


CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL                                         Sprint Spectrum L.P.
(millions)
---------------------------------------------------------------------------------------------------------------------

                                                                      Partners'        Accumulated
                                                                       Capital           Deficit           Total
---------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>               <C>              <C>
Beginning 1997 balance                                            $    2,767        $     (552)      $    2,215
Capital contributions                                                    670                 -              670
Net loss                                                                   -            (1,407)          (1,407)
---------------------------------------------------------------------------------------------------------------------

Ending 1997 balance                                                    3,437            (1,959)           1,478
Capital contributions                                                    253                 -              253
Net loss                                                                   -            (2,039)          (2,039)
---------------------------------------------------------------------------------------------------------------------

Ending 1998 balance                                                    3,690            (3,998)            (308)
Capital contributions                                                    426                 -              426
Net loss                                                                   -            (1,998)          (1,998)
Other, net                                                                (2)                -               (2)
---------------------------------------------------------------------------------------------------------------------

Ending 1999 balance                                               $    4,114        $   (5,996)      $   (1,882)
                                                                 ----------------------------------------------------

























                           See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                         F-9

<PAGE>





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                  Sprint Spectrum L.P.

--------------------------------------------------------------------------------
1.  General
--------------------------------------------------------------------------------

Sprint  Spectrum L.P.,  with its wholly owned  subsidiaries  (Sprint  Spectrum),
began  commercial  code division  multiple  access  operations  late in the 1996
fourth quarter. Sprint Spectrum is wholly owned by Sprint Corporation (Sprint).

In October  1999,  Sprint  announced  a  definitive  merger  agreement  with MCI
WorldCom.  The  merger is subject to the  approvals  of Sprint and MCI  WorldCom
shareholders  as well as approvals from the Federal  Communications  Commission,
the Justice  Department,  various state government  bodies and foreign antitrust
authorities.  The companies  anticipate the merger will close in the second half
of 2000.

In November 1998, Sprint purchased the remaining  ownership  interests in Sprint
Spectrum   Holding   Company,   L.P.   (Holdings)   and   MinorCo,   L.P.   from
Tele-Communications, Inc., Comcast Corporation and Cox Communications, Inc. This
transaction  is  referred  to as the PCS  Restructuring.  At that  time,  Sprint
created  the Sprint PCS Group,  which  consists of  Sprint's  domestic  wireless
personal  communication  services  (PCS).  The Sprint PCS Group includes  Sprint
Spectrum, American PCS, L.P. (APC), PhillieCo, L.P. (PhillieCo), SprintCom, Inc.
(SprintCom) and Cox Communications PCS, L.P. (Cox PCS).

Sprint's PCS stock,  a separate  class of Sprint  common  stock,  is intended to
reflect the performance of the PCS Group.

--------------------------------------------------------------------------------
2.  Summary of Significant Accounting Policies
--------------------------------------------------------------------------------

Basis of Consolidation and Presentation

The consolidated  financial  statements  include the accounts of Sprint Spectrum
and its subsidiaries.

The consolidated  financial statements are prepared using accounting  principles
generally accepted in the United States.  These principles require management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities,  the  disclosure  of  contingent  assets and  liabilities,  and the
reported  amounts of revenues and  expenses.  Actual  results  could differ from
those estimates.

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

Allocation of Shared Services

Sprint  directly  assigns,  where possible,  certain general and  administrative
costs to Sprint Spectrum based on its actual use of those services. Where direct
assignment of costs is not possible, or practical, Sprint uses indirect methods,
including time studies,  to estimate the assignment of costs to Sprint Spectrum.
Sprint  believes that the costs allocated are comparable to the costs that would
be incurred if Sprint Spectrum would have been operating on a stand-alone basis.
The allocation of shared services may change at the discretion of Sprint.

Allocation of Financing

Financing  activities for Sprint Spectrum are managed by Sprint on a centralized
basis.  Debt  incurred by Sprint on behalf of Sprint  Spectrum  is  specifically
allocated  to  and  reflected  in  Sprint  Spectrum's   consolidated   financial
statements.  Interest  expense  is  allocated  to  Sprint  Spectrum  based on an
interest rate that is substantially equal to the rate it would be able to obtain
from third parties as a direct or indirect wholly owned Sprint  subsidiary,  but
without the benefit of any guaranty by Sprint.

Under Sprint's  centralized cash management  program,  Sprint or Sprint Spectrum
may advance funds to each other.  These advances are accounted for as short-term
borrowings  between  the  companies  and bear  interest at a market rate that is
substantially  equal to the rate that the companies would be able to obtain from
third parties on a short-term basis.

The allocation of financing may change at the discretion of Sprint.

Income Taxes

Sprint  Spectrum  has not provided for federal or state income taxes since taxes
are the responsibility of the partners.

Revenue Recognition

Sprint  Spectrum  recognizes  operating  revenues as services are rendered or as
products are delivered to customers.  Sprint Spectrum records operating revenues
net of an estimate for uncollectible accounts.

Cash and Equivalents

Cash  equivalents  generally  include  highly liquid  investments  with original
maturities of three months

                                     F-10

<PAGE>

or less.  They are  stated at cost,  which  approximates  market  value.  Sprint
Spectrum uses controlled  disbursement  banking arrangements as part of its cash
management program.  Outstanding checks in excess of cash balances were included
in accounts payable.  These amounts totaled $22 million at year-end 1999 and $49
million at year-end 1998. Sprint Spectrum had sufficient funds available to fund
these outstanding checks when they were presented for payment.

Inventories

Inventories  are stated at the lower of cost  (principally  first-in,  first-out
method) or replacement value.

Property, Plant and Equipment

Property,  plant and equipment is recorded at cost.  Generally,  ordinary  asset
retirements and disposals are charged against  accumulated  depreciation with no
gain or loss  recognized.  Property,  plant and  equipment is  depreciated  on a
straight-line basis over estimated economic useful lives. Repair and maintenance
costs are expensed as incurred.

Capitalized Interest

Sprint Spectrum  capitalizes  interest costs related to network buildout and PCS
licenses.  Interest capitalized totaled $71 million in 1999, $36 million in 1998
and $97 million in 1997.

Intangible Assets

Sprint Spectrum evaluates the recoverability of intangible assets when events or
circumstances  indicate  that such assets  might be  impaired.  Sprint  Spectrum
determines  impairment by comparing the undiscounted future cash flows estimated
to be generated by these assets to their respective carrying value. In the event
impairment  exists,  a loss is  recognized  based on the  amount  by  which  the
carrying value exceeds the fair value of the asset.

PCS Licenses

Sprint Spectrum acquired licenses from the Federal Communications  Commission to
operate as a PCS service provider.  These licenses are granted for up to 10-year
terms with renewals for additional 10-year terms if license obligations are met.
These licenses are recorded at cost and are amortized on a  straight-line  basis
over 40 years when service  begins in a specific  geographic  area.  Accumulated
amortization  totaled $152 million at year-end  1999 and $98 million at year-end
1998.

Microwave Relocation Costs

Sprint   Spectrum  has  incurred  costs  related  to  microwave   relocation  in
constructing  the PCS network.  Microwave  relocation  costs are being amortized
over the remaining lives of the PCS licenses.  Accumulated  amortization totaled
$19 million at year-end 1999 and $12 million at year-end 1998.

Trademark Agreement

Sprint(R) is a registered trademark of Sprint and Sprint PCS(SM) is a registered
service mark of Sprint. Sprint Spectrum uses these on a royalty-free basis under
trademark license agreements.

--------------------------------------------------------------------------------
3.  Employee Benefit Plans
--------------------------------------------------------------------------------

Defined Benefit Pension Plan

Effective  January  1999,  most Sprint  Spectrum  employees  became  eligible to
participate in Sprint's  pension plans.  Pension  benefits are based on years of
service and the participants' compensation.

Sprint's policy is to make plan contributions equal to an actuarially determined
amount  consistent  with federal tax  regulations.  The funding  objective is to
accumulate  funds at a  relatively  stable rate over the  participants'  working
lives so benefits are fully funded at retirement.

Amounts  included in the  Consolidated  Balance Sheets for the plan were accrued
pension costs of approximately $5 million at year-end 1999.

Net  pension  costs  are  determined  for  Sprint  Spectrum  based  on a  direct
calculation  of service  costs.  Sprint  Spectrum  recorded net pension costs of
approximately $5 million in 1999.

Defined Contribution Plan

Prior to January  1999,  Sprint  Spectrum  sponsored  a savings  and  retirement
program for certain employees.  Sprint Spectrum matched  contributions  equal to
50% of the contribution of each participant,  up to the first 6% of compensation
that the employee  elected to contribute.  Expense under the savings plan was $6
million in 1998 and $5 million in 1997.  Effective January 1999, Sprint Spectrum
employees began making  contributions to Sprint's defined contribution plan. The
existing assets of the Sprint Spectrum savings plan were rolled over to Sprint's
defined contribution plan in early 1999. Sprint Spectrum recorded  approximately
$10 million of expense in 1999 for matching  contributions to the Sprint defined
contribution plans.

                                      F-11
<PAGE>

Postretirement Benefits

Effective January 1999, most Sprint Spectrum  employees also became eligible for
postretirement  benefits  (principally  medical  and life  insurance  benefits).
Retiring  employees  are eligible for benefits on a  shared-cost  basis.  Sprint
funds the accrued costs as benefits are paid.

Amounts included in the Consolidated Balance Sheets at year-end were accrued net
postretirement benefits costs of $1 million in 1999.

Net postretirement  benefits costs are determined for Sprint Spectrum based on a
direct calculation of service costs. Sprint Spectrum recorded net postretirement
benefits costs of $1 million in 1999.

Long-term Incentive Plan

Sprint Spectrum employees meeting certain eligibility requirements were included
in its long-term incentive plan (LTIP). Under this plan,  participants  received
appreciation  units based on independent  appraisals.  Appreciation on the units
was  based on annual  independent  appraisals.  The 1997 plan year  appreciation
units vest 25% per year  beginning one year from the grant date and expire after
10 years.

In  connection  with  the PCS  Restructuring,  Sprint  discontinued  the  Sprint
Spectrum  LTIP.  The  appreciation  units were converted to shares of Sprint PCS
stock and  options to buy PCS stock  based on a formula  designed to replace the
appreciated  value of the units at the beginning of July 1998.  For vested units
at year-end 1998,  participants could elect to receive the appreciation in cash,
or in shares and options. Most elected to receive shares and options.

In 1999,  Sprint began  issuing the shares and options have become  exercisable,
based on the vesting requirements of the converted units.

--------------------------------------------------------------------------------
4.  Long term Debt
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

Sprint Spectrum's long-term debt at year-end was as follows:

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

                                                                 Maturing             1999              1998
------------------------------------------------------------------------------------------------------------------
                                                                                            (millions)
Senior notes
<S>                                                            <C>     <C>     <C>              <C>
    7.6% to 9.5% (1)                                           2004 to 2028    $     5,331      $      2,925
    11.0% to 12.5%                                             2001 to 2006            661               614
Notes payable and commercial paper (1)                              -                1,124               235
Revolving credit facilities
    Variable rates                                                  -                    -             1,695
Intercompany notes with Sprint
    7.8%                                                       2001 to 2006            844               180
Other
    6.5%                                                           2000                  5                 5
------------------------------------------------------------------------------------------------------------------
                                                                                     7,965             5,654
Less:  current maturities                                                                5                 5
------------------------------------------------------------------------------------------------------------------
Long-term debt                                                                 $     7,960      $      5,649
                                                                               -----------------------------------

(1) These  borrowings were incurred by Sprint and allocated to Sprint  Spectrum.
    See Note 2 for a more detailed description of how Sprint allocates financing
    to Sprint Spectrum.

</TABLE>

                                   F-12

<PAGE>




Scheduled  principal payments,  excluding  reclassified  short-term  borrowings,
during each of the next five years are as follows:
<TABLE>
<CAPTION>

------------------------------------------------------
                                         (millions)
<S>                                   <C>
2000                                  $          5
2001                                           192
2002                                             -
2003                                             -
2004                                         1,406
------------------------------------------------------
</TABLE>


Short-term Borrowings

Sprint  allocated a portion of its notes payable and commercial  paper to Sprint
Spectrum.  Though Sprint's  borrowings are renewable at various dates throughout
the year,  they were classified as long-term debt because of Sprint's intent and
ability,  through unused credit  facilities,  to refinance these borrowings on a
long-term  basis.  The weighted average interest rate charged to Sprint Spectrum
was 7.8% at year-end 1999 and 6.9% at year-end 1998.

At year-end  1998,  Sprint  Spectrum had  borrowed  $1.7 billion with a weighted
average  interest  rate  of  5.7%  under  its  $1.7  billion   revolving  credit
facilities.  In the 1999 first quarter, Sprint Spectrum terminated its revolving
credit  facilities  and  repaid,  prior to  scheduled  maturities,  the  related
outstanding balance of $1.7 billion. These facilities had interest rates ranging
from 5.6% to 6.3%.  These  repayments  resulted in a $33  million  extraordinary
loss.  These  short-term  borrowings  were repaid with the  long-term  financing
provided by Sprint.

Long-term Debt

In 1998, Sprint Spectrum redeemed,  prior to scheduled maturities,  $2.9 billion
of vendor  financing  and term loans with a weighted  average  interest  rate of
8.4%.  This resulted in a $43 million  extraordinary  loss.  The debt was repaid
using proceeds from senior notes allocated from Sprint.

In 1999,  Sprint  Spectrum used the proceeds from debt allocated from Sprint and
other  borrowings  from  Sprint  to fund  new  capital  investments  and to fund
operating  losses and working  capital  requirements.  See Note 6 "Related Party
Transactions" for a discussion of notes payable to Sprint.

Sprint  Spectrum's  Senior  Discount  notes  are  recorded  net  of  unamortized
discounts  totaling  $89 million at year-end  1999 and $136  million at year-end
1998.

Other

Sprint  Spectrum  had  complied  with all  restrictive  or  financial  covenants
relating to its debt arrangements at year-end 1999.

Sprint  Spectrum  estimates the fair value of its long-term debt using available
market  information and appropriate  valuation  methodologies.  As a result, the
following  estimates do not  necessarily  represent the values  Sprint  Spectrum
could realize in a current market exchange.  Although management is not aware of
any factors that would affect the year-end  1999  estimated  fair values,  those
amounts have not been  comprehensively  revalued for purposes of these financial
statements  since that date.  Therefore,  estimates of fair value after year-end
1999 may differ significantly.

The estimated fair value of Sprint Spectrum's  long-term debt is based on quoted
market prices for publicly traded issues.  The estimated fair value of all other
issues is based on the  present  value of  estimated  future  cash flows using a
discount rate based on the risks  involved.  The estimated  fair value of Sprint
Spectrum's  long-term debt was $7.8 billion at year-end 1999 and $5.9 billion at
year-end 1998.

In 1998,  Sprint  deferred  losses from the  termination  of interest  rate swap
agreements used to hedge a portion of a $5.0 billion debt offering. A portion of
these  losses  totaling $65 million  were  allocated to Sprint  Spectrum and are
being amortized to interest expense using the effective interest method over the
term of the debt. At year-end  1999,  Sprint  Spectrum's  share of the remaining
unamortized deferred loss totaled $59 million.

--------------------------------------------------------------------------------
5.  Commitments and Contingencies
--------------------------------------------------------------------------------

Litigation, Claims and Assessments

Various  suits  arising in the ordinary  course of business are pending  against
Sprint  Spectrum.  Management  cannot predict the final outcome of these actions
but believes they will not be material to the consolidated financial statements.

Commitments

Sprint  Spectrum has an  agreement  with a vendor to provide PCS call record and
retention services.  Annual minimums range from $20 to $60 million through 2001.
The agreement has two automatic,  two-year renewal periods, unless terminated by
Sprint Spectrum, which would be subject to specified termination penalties.

                                F-13
<PAGE>

Operating Leases

Minimum  rental  commitments  at year-end 1999 for all  noncancelable  operating
leases,  consisting mainly of leases for cell and switch sites and office space,
are as follows:
<TABLE>
<CAPTION>

------------------------------------------------------
                                         (millions)

<S>                                   <C>
2000                                  $       145
2001                                          106
2002                                           63
2003                                           39
2004                                           17
Thereafter                                     39
------------------------------------------------------
</TABLE>


Gross rental expense  totaled $172 million in 1999, $139 million in 1998 and $81
million in 1997.  Rental  commitments  for subleases were not  significant.  The
table excludes  renewal  options related to certain cell and switch site leases.
These renewal  options  generally have five-year terms and may be exercised from
time to time.

--------------------------------------------------------------------------------
6.  Additional Financial Information
--------------------------------------------------------------------------------

Supplemental Cash Flows Information

Sprint Spectrum paid cash for interest,  net of capitalized  interest,  totaling
$455 million in 1999, $189 million in 1998 and $33 million in 1997.

Noncash activities for Sprint Spectrum included the following:
<TABLE>
<CAPTION>

--------------------------------------------------------
                          1999       1998       1997
--------------------------------------------------------
                                 (millions)
Accrued interest
   converted to
<S>                  <C>         <C>          <C>
   long-term debt    $        -  $     154    $    52
                     -----------------------------------
</TABLE>


Related Party Transactions

Sprint

Sprint  Spectrum is using Sprint's long distance  division as its  interexchange
carrier and  purchasing  wholesale  long  distance for resale to its  customers.
Additionally,  Sprint provided Sprint Spectrum with  telemarketing  services and
various  other goods and  services.  Charges to Sprint  Spectrum for these items
totaled $164 million in 1999, $125 million in 1998 and $61 million in 1997.

Sprint provided management, printing, mailing and warehousing services to Sprint
Spectrum  totaling  $40 million in 1999,  $25 million in 1998 and $11 million in
1997.

Sprint  Spectrum had borrowings  allocated from Sprint  totaling $6.5 billion at
year-end 1999 and $3.2 billion at year-end 1998. The difference between Sprint's
actual  interest  costs and the  interest  costs  charged to Sprint  Spectrum on
allocated  debt totaled $108 million in 1999 and $9 million in 1998.  See Note 2
for a more  detailed  description  of how Sprint  allocates  financing to Sprint
Spectrum.

Sprint had an investment in Sprint  Spectrum's  Senior  Discount  notes totaling
$150  million at year-end  1999 and $134 million at year-end  1998.  The related
interest  expense  totaled  $16  million  in 1999,  $15  million in 1998 and $14
million in 1997.

Sprint  loaned Sprint  Spectrum  $844 million in 1999,  $180 million in 1998 and
$300  million in 1997.  Sprint  Spectrum  repaid  $180  million in 1999 and $300
million in 1998.  Interest  expense  related  to these  borrowings  totaled  $60
million in 1999, $26 million in 1998 and $6 million in 1997.

APC

APC reimburses  Sprint Spectrum for certain  allocated  costs.  APC provides PCS
services  in the  Washington,  DC -  Baltimore  major  trading  area  (MTA).  In
addition,  APC pays  affiliation fees to Sprint  Spectrum.  Reimbursement  costs
totaled $60 million in 1999, $15 million in 1998 and $14 million in 1997. Sprint
Spectrum  earned $6  million  in 1999 and $4  million  in both 1998 and 1997 for
affiliation  fees. Sprint Spectrum had a receivable from APC totaling $8 million
at year-end 1999 and $72 million at year-end 1998.

PhillieCo

Sprint  Spectrum  provides  various  services  and charges  affiliation  fees to
PhillieCo,  which provides PCS services in the  Philadelphia  MTA. These charges
totaled $47 million in 1999, $21 million in 1998 and $37 million in 1997. Sprint
Spectrum had a receivable  from  PhillieCo  totaling $5 million at year-end 1999
and $6 million at year-end 1998.

SprintCom

In 1997,  Sprint  Spectrum began  building the PCS network for SprintCom.  These
services  include  engineering,  management,  purchasing,  accounting  and other
related  services and totaled $395 million in 1999, $100 million in 1998 and $29
million in 1997.  Sprint Spectrum had a receivable  from SprintCom  totaling $98
million at year-end 1999 and $137 million at year-end 1998.

Cox PCS

Cox PCS, which provides PCS services in the Los  Angeles--San  Diego--Las  Vegas
MTAs, reimburses

                                 F-14
<PAGE>

Sprint Spectrum for certain  allocated costs and participates in certain handset
agreements.  Allocated  costs totaled $121 million in 1999,  $34 million in 1998
and $20 million in 1997.  Sprint Spectrum had a receivable from Cox PCS totaling
$30 million at year-end 1999 and $28 million at year-end 1998.

Major Customer

Sprint Spectrum  markets its products through  multiple  distribution  channels,
including its own retail stores as well as other retail outlets. Equipment sales
to one retail chain and the subsequent  service  revenues  generated by sales to
its  customers  accounted for roughly  one-fourth  of net operating  revenues in
1999, 1998 and 1997.


Concentrations of Credit Risk

Sprint  Spectrum's  accounts  receivable are not subject to any concentration of
credit risk.

--------------------------------------------------------------------------------
7.  Recently Issued Accounting Pronouncement
--------------------------------------------------------------------------------

In June 1998,  the  Financial  Accounting  Standards  Board  issued SFAS No.133,
"Accounting for Derivative  Instruments and Hedging  Activities."  This standard
requires all derivatives to be recorded on the balance sheet as either assets or
liabilities  and be measured at fair value.  Gains or losses from changes in the
derivative  values are to be accounted for based on how the  derivative was used
and whether it qualified  for hedge  accounting.  When adopted in January  2001,
this  statement is not expected to have a material  impact on Sprint  Spectrum's
consolidated financial statements.



                                    F-15

<PAGE>

<TABLE>
<CAPTION>


                                                   SPRINT SPECTRUM L.P.
                                   SCHEDULE II --  CONSOLIDATED  VALUATION AND QUALIFYING
                                   ACCOUNTS Years Ended December 31, 1999, 1998 and 1997


                                                                     Additions
                                                             ---------------------------
                                                Balance                      Charged to                      Balance
                                               Beginning     Charged to        Other           Other          End of
                                                of Year        Income         Accounts       Deductions        Year
----------------------------------------------------------------------------------------------------------------------
                                                                           (millions)
1999
<S>                                         <C>            <C>           <C>            <C>             <C>
    Allowance for doubtful accounts         $      16      $      178    $        -     $      (158)(1) $       36
                                            --------------------------------------------------------------------------

1998
    Allowance for doubtful accounts         $      9       $       61    $        -     $       (54)(1) $       16
                                            --------------------------------------------------------------------------

1997
    Allowance for doubtful accounts         $      -       $       11    $        -     $        (2)(1) $        9
                                            --------------------------------------------------------------------------


(1) Accounts written off, net of recoveries.
</TABLE>

All other  schedules are omitted  because they are not applicable or because the
required  information is contained in the consolidated  financial  statements or
notes thereto included in this document.


                                    F-16
<PAGE>




--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF                          Sprint Spectrum
FINANCIAL CONDITION AND RESULTS OF OPERATIONS                Finance Corporation

Sprint Spectrum Finance Corporation (FinCo), a wholly owned subsidiary of Sprint
Spectrum  L.P.,  was formed to be a co-obligor of certain  securities  issued by
Sprint Spectrum. FinCo has nominal assets and does not conduct any operations.





                                    F-17
<PAGE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS (Unaudited)                                            Sprint Spectrum Finance Corporation
--------------------------------------------------------------------------------------------------------------------
Years Ended December 31,                                                    1999           1998            1997
--------------------------------------------------------------------------------------------------------------------

<S>                                                                   <C>            <C>             <C>
Operating expenses                                                    $         -    $         -     $     1,597
--------------------------------------------------------------------------------------------------------------------
Net loss                                                              $         -    $         -     $     1,597
                                                                     -----------------------------------------------
</TABLE>




<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
BALANCE SHEETS (Unaudited)                                                      Sprint Spectrum Finance Corporation
--------------------------------------------------------------------------------------------------------------------
December 31,                                                                               1999            1998
--------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholder's Equity
<S>                                                                                  <C>             <C>
Payable to Sprint Spectrum                                                           $     1,497     $     1,497
--------------------------------------------------------------------------------------------------------------------

Shareholder's equity
     Common stock, $1.00 par value; 1,000 shares authorized;
         100 shares issued and outstanding                                                   100             100
     Accumulated deficit                                                                  (1,597)         (1,597)
--------------------------------------------------------------------------------------------------------------------
     Total shareholder's equity                                                           (1,497)         (1,497)
--------------------------------------------------------------------------------------------------------------------
Total                                                                                $         -     $         -
                                                                                     -------------------------------
</TABLE>

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS (Unaudited)                                            Sprint Spectrum Finance Corporation
------------------------------------------------------------------ ----------------- ----------------- --------------
Years Ended December 31,                                                 1999              1998            1997
------------------------------------------------------------------ ----------------- ----------------- --------------

Operating Activities
<S>                                                                 <C>               <C>              <C>
Net loss                                                            $          -      $          -     $     (1,597)
Adjustments to reconcile net loss to net cash used by operating
   activities:
     Decrease (Increase) in receivable from Sprint Spectrum                    -                 -              100
     Increase in payable to Sprint Spectrum                                    -                 -            1,497
------------------------------------------------------------------ --- ------------- --- ------------- -- -----------
Net cash used by operating activities                                          -                 -                -
------------------------------------------------------------------ --- ------------- --- ------------- -- -----------

Change in Cash and Equivalents                                                 -                 -                -
Cash and Equivalents at Beginning of Year                                      -                 -                -
------------------------------------------------------------------ --- ------------- --- ------------- -- -----------

Cash and Equivalents at End of Year                                 $          -      $          -     $          -
                                                                   --- ------------- --- ------------- -- -----------

</TABLE>


                 See accompanying Note to Financial Statements.

                                  F-18
<PAGE>



--------------------------------------------------------------------------------
NOTE TO FINANCIAL STATEMENTS (Unaudited)     Sprint Spectrum Finance Corporation

FinCo,  a wholly owned  subsidiary of Sprint  Spectrum  L.P., was formed to be a
co-obligor of certain  securities  issued by Sprint Spectrum.  FinCo has nominal
assets and does not  conduct  any  operations.  At  year-end  1999,  FinCo was a
co-obligor  of $661 million of Sprint  Spectrum's  senior  notes.  See Note 4 of
Sprint   Spectrum's  Notes  to  Consolidated   Financial   Statements  for  more
information.















                                 F-19
<PAGE>