ANNEX J Opinion of Evercore Group LLC

ANNEX J

April 29, 2018

The Independent Committee of the Board of Directors

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington

98006-1350

Members of the Independent Committee:

We understand that T-Mobile US, Inc., a Delaware corporation (“Parent”), proposes to enter into a Business Combination Agreement (the “Business Combination Agreement”), with Sprint Corporation, a Delaware corporation (the “Company”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Company”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“Merger Sub”), Starburst I, Inc., a Delaware corporation (“Silver Hawk”), Galaxy Investment Holdings, Inc., a Delaware corporation (“Gold Hawk”), and for the limited purposes of the covenants, representations and warranties set forth therein that are express obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheidraies organized and existing under the laws of the Netherlands (“DT Holdco”), Softbank Group Corp., a Japanese kabushiki kaisha (“Hawk”), and SoftBank Group Capital Limited, a private limited company incorporated in England and Wales (“Royal Hawk”), pursuant to which (i) Merger Sub will merge with and into the Company, with the Company as the surviving entity (the “Surviving Company”), as a result of which the Surviving Company will become a wholly owned subsidiary of Parent (the “Merger”) and (ii) immediately prior to the Merger, Silver Hawk and Gold Hawk will each merge with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary of Parent (the “Hawk Mergers”, and together with the Merger, the “Mergers”). As a result of the Mergers, among other things, each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), other than any shares of Company Common Stock to be canceled pursuant to Section 3.2(b) of the Business Combination Agreement and any shares of Company Common Stock to remain outstanding and held by Merger Company as a result of the Hawk Mergers, issued and outstanding immediately prior to the Effective Time will be converted into and become the right to receive 0.10256 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with the Business Combination Agreement (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to the Business Combination Agreement, the “Merger Consideration”). The terms and conditions of the Mergers are more fully set forth in the Business Combination Agreement and terms used herein and not defined shall have the meanings ascribed thereto in the Business Combination Agreement.

The Independent Committee of the Board of Directors of Parent has asked us whether, in our opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of shares of Parent Stock (including such holders of shares of Parent Stock other than DT and its affiliates).

In connection with rendering our opinion, we have, among other things:

(i)

reviewed certain publicly available business and financial information relating to the Company and Parent that we deemed to be relevant, including publicly available research analysts’ estimates;

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(ii)

reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to each of the Company and Parent prepared and furnished to us by the management of the Company and Parent, respectively;

(iii)

reviewed certain non-public projected financial and operating data relating to the Company prepared and furnished to us by the management of the Company;

(iv)

reviewed certain non-public projected financial and operating data relating to the Company prepared and furnished to us by the management of Parent;

(v)

reviewed certain non-public projected financial and operating data relating to Parent prepared and furnished to us by the management of Parent;

(vi)

reviewed the amount and timing of the cost savings estimated by the management of Parent to result from the Merger (collectively, the “Synergies”);

(vii)

reviewed the amount, timing and use of certain tax attributes of the Company, Parent and the combined company, as estimated by the management of Parent;

(viii)

discussed the past and current operations, financial projections and current financial condition of each of the Company and Parent with the management of Parent (including their views on the risks and uncertainties of achieving such projections);

(ix)

reviewed the reported prices and the historical trading activity of each of the Company Common Stock and the Parent Stock;

(x)

compared the financial performance of each of the Company and Parent and their respective stock market trading multiples with those of certain other publicly traded companies that we deemed relevant;

(xi)

compared the financial performance of the Company and Parent and the valuation multiples relating to the Merger with those of certain other transactions that we deemed relevant;

(xii)

reviewed the potential pro forma financial impact of the Merger on the future financial performance of the combined company based on the projected financial data relating to each of the Company and Parent referred to above, including the projected Synergies and other strategic benefits and the amount and timing of realization thereof, anticipated by the management of Parent to be realized from the Merger;

(xiii)

reviewed a draft of the Business Combination Agreement dated April 25, 2018; and

(xiv)

performed such other analyses and examinations and considered such other factors that we deemed appropriate.

For purposes of our analysis and opinion, we have assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by us, and we assume no liability therefor. With respect to the projected financial data relating to the Company and Parent referred to above (including the Synergies), we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgment of the management of Parent as to (i) the future financial performance of the companies under the assumptions reflected therein and (ii) the Synergies, including

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the amount and timing of the realization of such Synergies. We express no view as to any projected financial data relating to the Company or Parent, the Synergies or the assumptions on which they are based.

For purposes of rendering our opinion, we have assumed, in all respects material to our analysis, that the representations and warranties of each party contained in the Business Combination Agreement in the draft form reviewed by us are true and correct, that each of the Mergers will qualify as a tax free reorganization for United States federal income tax purposes, that each party will perform all of the covenants and agreements required to be performed by it under the Business Combination Agreement in all material respects and that all conditions to the consummation of the Mergers will be satisfied without material waiver or modification thereof. We have further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Mergers will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Parent or the Company or the consummation of the Mergers or materially reduce the benefits of the proposed Mergers to the holders of shares of Company Common Stock or Parent Stock. We have also assumed that the executed Business Combination Agreement will not differ in any material respect from the draft Business Combination Agreement dated April 25, 2018 reviewed by us.

We have not made nor assumed any responsibility for making any physical inspection, independent valuation or appraisal of the assets or liabilities of the Company or Parent, nor have we been furnished with any such inspection, valuation or appraisal, nor have we evaluated the solvency or fair value of the Company or Parent under any state, federal or foreign laws relating to bankruptcy, insolvency or similar matters. Our opinion is necessarily based upon information made available to us as of the date hereof and financial, economic, market and other conditions as they exist and as can be evaluated on the date hereof. It is understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise or reaffirm this opinion.

We have not been asked to pass upon, and express no opinion with respect to, any matter other than the fairness, from a financial point of view, of the Exchange Ratio to holders of shares of Parent Stock (including such holders of shares of Parent Stock other than DT and its affiliates). We do not express any view on, and our opinion does not address, the fairness of the Mergers to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Parent or the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Parent or the Company, or any class of such persons, whether relative to the Exchange Ratio or otherwise. We have assumed that any modification to the structure of the transaction will not vary our analysis in any material respect, Our opinion does not address the relative merits of the Mergers as compared to other business or financial strategies that might be available to Parent, nor does it address the underlying business decision of Parent to engage in the Mergers. This letter, and our opinion, does not constitute a recommendation to the Independent Committee of the Board of Directors of Parent or to any other persons in respect of the Mergers, including as to how any holder of shares of Company Common Stock or Parent Stock should vote or act in respect of the Mergers. We express no opinion herein as to the price at which shares of Company Common Stock or Parent Stock will trade at any time. We are not legal, regulatory, accounting or tax experts and have assumed the accuracy and completeness of assessments by Parent and its advisors with respect to legal, regulatory, accounting and tax matters.

We will receive a fee for our services upon the rendering of this opinion. We will be entitled to receive a success fee upon the consummation of the Merger. Parent has also agreed to pay us a monthly retainer fee,

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reimburse our expenses and indemnify us against certain liabilities arising out of our engagement. We may also be entitled to receive an additional fee at the discretion of the Independent Committee of the Board of Directors. Prior to this engagement, Evercore Group L.L.C. and its affiliates provided financial advisory services to Parent and received fees for the rendering of these services including the reimbursement of expenses. Other than the monthly retainer fee and expense reimbursement described above, during the two year period prior to the date hereof, no material relationship existed between Evercore Group L.L.C. and its affiliates and Parent or the Company pursuant to which compensation was received by Evercore Group L.L.C. or its affiliates as a result of such a relationship. We may provide financial or other services to Parent or the Company in the future and in connection with any such services we may receive compensation.

In the ordinary course of business, Evercore Group L.L.C. or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of the Company, Parent and their respective affiliates, for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

This letter, and the opinion expressed herein, is addressed to, and is for the use and benefit of, the Independent Committee of the Board of Directors of Parent and the Board of Directors of Parent in connection with its evaluation of the proposed Merger. The issuance of this opinion has been approved by an Opinion Committee of Evercore Group L.L.C.

This opinion may not be disclosed, quoted, referred or communicated (in whole or in part) to or by any party other than Parent, the Independent Committee of the Board of Directors of Parent and the Board of Directors of Parent for any purpose whatsoever except with our prior written approval, except the Company or Parent may reproduce this opinion in full in any document that is required to be filed with the U.S. Securities and Exchange Commission and required to be mailed by the Company or Parent to its stockholders relating to the Mergers; provided, however, that all references to us or our opinion in any such document and the description or inclusion of our opinion therein shall be subject to our prior consent with respect to form and substance, which consent shall not be unreasonably withheld or delayed.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Exchange Ratio is fair, from a financial point of view, to the holders of shares of Parent Stock (including such holders of shares of Parent Stock other than DT and its affiliates).

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