MCI WorldCom And Sprint Create Pre-eminent Global Communications Company For 21st Century

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Major Force in Fastest Growing Areas of Communications Services; Provides Broadband Access Alternative For Customers; Expanded Scale Brings Customers Innovation and Value

CLINTON, MS, and KANSAS CITY, MO . (October 5, 1999) . MCI WorldCom
(NASDAQ: WCOM) and Sprint (NYSE: FON, PCS) today announced that the
boards of directors of both companies have approved a definitive merger
agreement. The merger creates the pre-eminent global communications
company for the 21

century . a dramatically more effective competitor. The combined
company, to be called WorldCom, will provide a full range of services
to residential and business customers on its owned, end-to-end,
state-of-the-art network infrastructure. WorldCom will be a leader in
the fastest growing areas of global communications services, offering
innovative broadband, "all distance" services to businesses
and homes, and nationwide digital wireless voice and data services.

Under the agreement, each share of Sprint FON Group (NYSE:FON) will
be exchanged for $76.00 of MCI WorldCom common stock, subject to a
collar. In addition, each share of

Sprint PCS Group (NYSE:PCS) will be exchanged for one share of a new
WorldCom PCS tracking stock and 0.1547 shares of MCI WorldCom common
stock. The terms of the WorldCom PCS tracking stock will be equivalent
to those of Sprint PCS and will track the performance of the company.s
PCS business. The total value of the transaction is approximately $129
billion ($115 billion in equity and $14 billion in debt and preferred
stock). The merger will be tax-free to shareholders and accounted for
as a purchase.

The transaction is expected to be essentially non-dilutive to
WorldCom.s earnings per share before goodwill amortization ("cash
earnings"). The combination creates significant cost savings that
will allow the new company to compete aggressively in both the business
and consumer markets and to aggressively invest in new technologies
such as broadband access and next generation wireless.

MCI WorldCom has a proven track record of identifying and realizing
cost savings. The companies estimate that annual cash operating cost
savings of $1.9 billion are achievable in 2001 . the first full year of
operation . increasing to $3.0 billion annually by 2004. These cost
savings are anticipated to result from better utilization of the
combined networks and other operational savings. Capital expenditure
savings of $1.3 billion a year are expected in 2001 and beyond,
primarily as a result of economies of scale and procurement

In addition to cost savings, the transaction offers the prospect of
significant revenue benefits as a result of churn reduction from
bundling a broader range of services, cross selling to a larger
customer base and the development of new services. MCI WorldCom and
Sprint have also agreed to enter into commercial business arrangements
between the two companies prior to closing.

WorldCom will have the capital, proven marketing strength and
state-of-the-art networks to compete more effectively against the
incumbent carriers, domestically and abroad. The combination of MCI
WorldCom and Sprint will:

  • Generate pro forma 1999 revenues of more than $50 billion, a
    market enterprise value of approximately $290 billion and significant
    operations in more than 65 countries;
  • Offer a unique nationwide broadband access alternative to both
    cable and traditional telephony through a combination of Digital
    Subscriber Line (DSL) facilities and fixed wireless access using the
    combined company.s nationwide MMDS spectrum;
  • Continue to lead the industry with innovative service offerings
    for consumer and business customers alike in an increasingly
    competitive global marketplace. The combined company, operating with
    extensive local facilities as well as substantial scale, will have
    the capability to bring innovative broadband solutions to local
    customers in the United States and abroad; and
  • Be a formidable wireless competitor in the United States . with
    more than 4 million PCS subscribers, leading the industry in growth;
    and 1.7 million paging and advanced messaging customers.

Bernard J. Ebbers, president and chief executive officer of MCI
WorldCom, said, "The economics of the combination are particularly
compelling and WorldCom will have the capital, proven marketing
strength and state-of-the-art networks to compete more effectively
against the incumbent carriers domestically and abroad. Sprint.s
ability to offer a full range of wireline and wireless services will
benefit our customers and fuel sustained double-digit revenue and
earnings growth. The merger with Sprint is particularly timely as
wireless communications emerges as a critical component of full service
offerings. Increasingly, wireless will be used for Internet access and
data services, two areas in which both companies excel. Gaining an
all-digital nationwide footprint with common technology and spectrum
that delivers next generation capabilities is of paramount

William T. Esrey, chairman and chief executive officer of Sprint,
said, "From building the first nationwide fiber optic network to
creating the nation.s first all-digital, nationwide PCS wireless
system, Sprint has been a pioneer in the communications industry.
Sprint has utilized technology and marketing innovation to deliver
value to consumers and businesses worldwide. Sprint ION will enable the
merged company to provide end-to-end integrated broadband services for
the home, as well as for the business market, as an alternative to
traditional cable and telephony providers. The combined strengths of
WorldCom and Sprint will allow us to bring customers a suite of fully
integrated broadband and wireless all-distance services providing
consumers and businesses with exciting competitive

The merged company will be led by the industry.s most experienced,
skilled and respected management team. The management team will consist
of top executives from MCI WorldCom and Sprint. Upon completion of the
merger, Mr. Esrey will become chairman of WorldCom. Mr. Ebbers will be
president and chief executive officer of the combined company. The
board of directors of the combined company will have 16 members, 10
from MCI WorldCom and six from Sprint. WorldCom will maintain
significant operations in Sprint locations, including major operations
in Kansas City.

The merger is subject to the approvals of MCI WorldCom and Sprint
stockholders 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.

The actual number of shares of MCI WorldCom common stock to be
exchanged for each Sprint FON Group share will be determined based on
the average trading prices prior to the closing, but will not be less
than 0.9400 shares (if MCI WorldCom.s average stock price exceeds
$80.85) or more than 1.2228 shares (if MCI WorldCom.s average stock
price is less than $62.15).

Salomon Smith Barney acted as financial advisor and Cravath, Swaine
& Moore acted as legal counsel to MCI WorldCom. Warburg Dillon Read
LLC, a subsidiary of UBS AG, acted as financial advisor and King &
Spalding acted as legal counsel to Sprint.

Sprint is a global communications company . at the forefront of
integrating long distance, local and wireless communications services.
Sprint built and operates the United States. first nationwide
all-digital, fiber-optic network and is a leader in advanced data
communications services. Sprint has $17 billion in annual revenues and
serves more than 20 million business and residential customers. Sprint
is traded on the NYSE under FON and PCS. For the latest updates on
Sprint, check


MCI WorldCom is a global leader in communications services with 1998
revenues of more than $30 billion and established operations in more
than 65 countries encompassing the Americas, Europe and the
Asia-Pacific regions. MCI WorldCom is a premier provider of
facilities-based and fully integrated local, long distance,
international and Internet services. MCI WorldCom.s global networks,
including its state-of-the-art pan-European network and transoceanic
cable systems, provide end-to-end high-capacity connectivity to more
than 40,000 buildings worldwide. MCI WorldCom is traded on NASDAQ under
WCOM. For more information on MCI WorldCom, visit the World Wide Web at


Information contained in this release with respect
to the financial impact of the proposed transaction is forward
looking. These statements represent the companies. reasonable
judgements with respect to future events and are subject to risks
and uncertainties that could cause actual results to differ
materially. Such factors include, but are not limited to, material
adverse changes in economic and competitive conditions in the
markets served by the companies, material adverse changes in the
business and financial condition of either or both companies and
their respective customers, uncertainties concerning technological
changes and future product performance, and substantial delay in
the expected closing of the transaction.




Brad Burns

(800) 644-NEWS



Bill White

(913) 624-2226


Gary Brandt

(601) 460- 8544


Kurt Fawkes

(913) 624-2268

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