The financial statements incorporated in this joint consent solicitation statement/prospectus by reference to T-Mobile’s Current Report on Form 8-K dated June 18, 2018 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this joint consent solicitation statement/prospectus by reference to T-Mobile’s Annual Report on Form 10-K for the year ended December 31, 2017 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Sprint Corporation and subsidiaries incorporated in this joint consent solicitation statement/prospectus by reference from Sprint Corporation’s Annual Report on Form 10-K for the year ended March 31, 2018, and the effectiveness of Sprint Corporation’s internal control over financial reporting as of March 31, 2018, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein by reference (which report (1) expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph relating to Sprint Corporation’s retrospective adoption of Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, and (2) expresses an unqualified opinion on the effectiveness of internal control over financial reporting). Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The validity of the shares of T-Mobile common stock to be issued pursuant to the merger will be passed upon by Wachtell, Lipton, Rosen & Katz.
