EBITDA(2)(3)

T-Mobile’s management made certain adjustments and extrapolations to the Sprint management Sprint forecasts based on T-Mobile’s judgment and experience in the wireless communications services industry. This unaudited prospective financial information was prepared by T-Mobile’s management and is the responsibility of T-Mobile’s management. Neither the independent registered public accounting firm of T-Mobile nor any other independent accountant has audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to the unaudited prospective financial information or the estimated synergies, and accordingly, neither the independent registered public accounting firm of T-Mobile nor any other independent accountant expresses an opinion or provides any form of assurance with respect thereto. The report of the independent registered public accounting firm of T-Mobile contained in T-Mobile’s Annual Report on Form 10-K for the year ended December 31, 2017, as updated by the Current Report on Form 8-K filed with the SEC on June 18, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus, relates to T-Mobile’s previously issued financial statements. It does not extend to the unaudited prospective financial information or the estimated synergies and should not be read to do so. The following table presents the Sprint management Sprint forecasts, as adjusted and extrapolated by T-Mobile’s management and made available to the T-Mobile board of directors and the financial advisors to the T-Mobile independent committee and T-Mobile, as well as (except as noted below) to Sprint and the financial advisors to the Sprint independent committee and Sprint (which we refer to as the “T-Mobile management Sprint forecasts”):

(in millions)		Quarter Ended March 31, 2018E(1)				Three Quarters Ended December 31, 2018E(1)				Year Ended December 31,
										2019E				2020E				2021E				2022E				2023E				2024E				2025E				2026E
Service revenues(2)		$	5,728			$	17,185			$	23,437			$	24,053			$	24,723			$	25,439			$	26,017			$	26,453			$	26,823			$	27,100
Total revenues(2)			8,551				25,654				35,275				36,052				36,954				37,988				38,768				39,390				39,922				40,251
EBITDA(2)(3)			2,557				8,572				11,531				12,160				12,640				13,370				13,855				14,167				14,414				14,623
Adjusted EBITDA(2)(4)			2,589				8,669				11,663				12,295				12,779				13,514				14,003				14,320				14,571				14,785
Cash capital expenditures(2)(5)			(1,135	)			(4,023	)			(4,767	)			(4,867	)			(4,720	)			(4,467	)			(3,967	)			(3,967	)			(3,967	)			(4,010	)
Unlevered free cash flow(2)(6)			810				(1,353	)			2,705				3,244				1,543				2,703				3,864				4,171				4,481				4,811

(1)

The estimates presented in these columns were made available to the T-Mobile board of directors and the financial advisors to the T-Mobile independent committee and T-Mobile. Sprint and the financial advisors to the Sprint independent committee and Sprint were provided (other than with respect to unlevered free cash flow) with estimates for the calendar year 2018 presented on an annual basis that, with respect to each line item in these columns, provided the same total amount when aggregating for the full calendar year 2018 the amounts for the quarter ended March 31, 2018 and the three quarters ended December 31, 2018.

(2)

The Sprint management Sprint forecasts were provided by Sprint management, and all adjustments and extrapolations were made by T-Mobile management. Service revenues, total revenues, EBITDA, adjusted EBITDA, cash capital expenditures and unlevered free cash flow were adjusted by T-Mobile management to reflect possible adjustments to Sprint’s forecasts of customer additions, customer churn, average revenue per user and operating costs based on T-Mobile management’s experience and discussions with Sprint management.

T-Mobile’s management extrapolated underlying trends based on knowledge of the wireless industry and discussions with Sprint management to arrive at projections for Sprint for the years 2023 through 2026.

(3)	EBITDA is a non-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and includes non-cash stock-based compensation as an expense.

(4)	Adjusted EBITDA is a non-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and does not include non-cash stock-based compensation as an expense.

(5)	Calculated as cash capital expenditures related to the purchase of tangible assets.

(6)

Unlevered free cash flow is a non-GAAP measure, which is calculated as EBITDA less cash taxes, capital expenditures (including estimated spectrum related expenditures), changes in net working capital, cash payments for debt prepayment or debt extinguishment costs, plus proceeds related to beneficial interests in securitization transactions, and other cash

items. The unlevered free cash flow data of Sprint in the T-Mobile management Sprint forecasts was not provided to Sprint or the financial advisors to the Sprint independent committee or Sprint.

Although presented with numerical specificity, the unaudited prospective financial information reflects numerous assumptions and estimates as to future events made by the management of Sprint and/or the management of T-Mobile. In preparing the unaudited prospective financial information, Sprint and T-Mobile made assumptions and estimates regarding, among other things, total customers and revenues per customer, pricing and volume of products and services sold, network, spectrum and other capital expenditures, interest rates, corporate financing activities, including the amount and timing of the issuance of debt, the timing and amount of equity issuances or repurchases, the effective tax rate, the regulatory and legal environment in which Sprint operates, and the amount of general and administrative costs. At the time the unaudited prospective financial information was prepared, Sprint’s management (in the case of the assumptions and estimates reflected in the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts) and T-Mobile’s management (in the case of the assumptions and estimates reflected in the T-Mobile management Sprint forecasts) believed such assumptions and estimates were reasonable.

The unaudited prospective financial information constitutes forward-looking statements and no assurances can be given that the assumptions made in preparing the unaudited prospective financial information will accurately reflect future conditions. The estimates and assumptions underlying the unaudited prospective financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions, future tax rates and future business decisions which may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of Sprint and/or T-Mobile and will be beyond the control of the combined company. In addition, the unaudited prospective financial information will be affected by Sprint’s ability to achieve strategic goals, objectives and targets over the applicable periods. As a result, there can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the unaudited prospective financial information, whether or not the merger transactions are completed.

Sprint stockholders and T-Mobile stockholders are urged to review Sprint’s most recent SEC filings for a description of Sprint’s results of operations and financial condition and capital resources during 2016 and 2017, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Sprint’s Annual Report on Form 10-K for the year ended March 31, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus.

In light of, among other matters, the foregoing factors and the uncertainties inherent in the unaudited prospective financial information, readers of this joint consent solicitation statement/prospectus are cautioned not to place undue, if any, reliance on the unaudited prospective financial information included in this joint consent solicitation statement/prospectus. No representation is made by Sprint, T-Mobile, SoftBank, Deutsche Telekom, any of their respective affiliates, any of their respective financial advisors or any other person to any Sprint stockholder or any T-Mobile stockholder regarding the ultimate performance of Sprint compared to the information included in the unaudited prospective financial information. In particular, Sprint has made no representation to T-Mobile, Deutsche Telekom or any other party to the business combination agreement concerning the unaudited prospective financial information or the estimated synergies. None of Sprint, T-Mobile, SoftBank, Deutsche Telekom, any of their respective affiliates or any of their respective financial advisors can provide assurance of the validity, reasonableness, accuracy or completeness of the unaudited prospective financial information included in this joint consent solicitation statement/prospectus. The inclusion of unaudited prospective financial information in this joint consent solicitation statement/prospectus should not be regarded as an indication that such unaudited prospective financial information will be an accurate prediction of future events, and such information should not be relied on as such.