Summary of Centerview Financial Analysis

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including following the announcement or completion of the merger transactions. Centerview’s opinion does not constitute a recommendation to any stockholder of Sprint or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the merger transactions or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the independent committee of the Sprint board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the merger transactions. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Sprint independent committee in connection with Centerview’s oral opinion, dated April 29, 2018, and subsequently confirmed in a written opinion dated such date. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of Sprint. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Sprint or any other parties to the merger transactions. None of Sprint, T-Mobile, the Deutsche Telekom Parties, the SoftBank Parties or any other party to the business combination agreement or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Sprint do not purport to be appraisals or reflect the prices at which Sprint may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. For purposes of Centerview’s financial analyses described below, earnings before interest, taxes, depreciation and amortization reflects each of stock-based compensation and handset depreciation as expenses (which we refer to in this section entitled “—Opinion of Centerview to the Sprint Independent Committee” as “adjusted EBITDA”). The inclusion of handset depreciation as an expense in adjusted EBITDA in this section differs from adjusted EBITDA as presented in the section entitled “The Merger Transactions—Sprint Unaudited Prospective Financial Information.”

Selected Public Comparable Companies Analysis

Centerview reviewed and compared certain financial information for Sprint and T-Mobile to corresponding financial information for the following publically traded U.S. companies in the wireless communications industry that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to Sprint and T-Mobile.

Selected Companies

•

AT&T Inc.

•

Verizon Communications Inc.

Although neither of the selected companies is directly comparable to Sprint or T-Mobile, the companies listed above were chosen by Centerview, among other reasons, because they are publicly traded U.S. companies in the wireless communications industry that have certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of Sprint and T-Mobile. However, because neither of the selected companies is exactly the same as Sprint or T-Mobile, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operating characteristics and prospects of Sprint, T-Mobile and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings, FactSet, publicly available Wall Street research and closing stock prices as of April 27, 2018, as well as the Sprint management Sprint forecasts, the adjusted Sprint management Sprint forecasts and the T-Mobile management T-Mobile forecasts, Centerview calculated, for each selected company, and for Sprint and T-Mobile (and in the case of Sprint and T-Mobile, an unaffected calculation was prepared based on a market closing stock price as of April 9, 2018, the day prior to press reports of negotiations between Sprint and T-Mobile), among other things, enterprise value, which was calculated as the equity value (taking into account in-the-money options and other equity awards) plus the principal value of debt and preferred equity, less cash, cash equivalents and short-term investments, plus the book value of non-controlling interests, less the book value of equity investments, as a multiple of estimated 2018 calendar year adjusted EBITDA.

The results of these analyses are summarized below:


	EV / ’18E Adj. EBITDA
Selected Companies
AT&T Inc.		6.2x
Verizon Communications Inc.		7.2x
Sprint
Sprint Management Sprint Forecasts		7.4x
Adjusted Sprint Management Sprint Forecasts		7.4x
Sprint Wall Street Consensus Estimates		7.3x
T-Mobile
T-Mobile Management T-Mobile Forecasts		7.9x
T-Mobile Wall Street Consensus Estimates		7.5x
Median (includes T-Mobile Consensus, AT&T Inc. and Verizon Communications Inc.)		7.2x

Using this reference range and Sprint’s estimated 2018 calendar year adjusted EBITDA of approximately $7.2 billion, as reflected in the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts, Centerview calculated a range of implied value per share of Sprint’s common stock of $3.50 to $5.25. Using this reference range and T-Mobile’s estimated 2018 calendar year adjusted EBITDA of approximately $10.4 billion, as reflected in the T-Mobile management T-Mobile forecasts, Centerview calculated a range of

implied value per share of T-Mobile’s common stock of $43.20 to $55.25. Centerview then calculated the ratio of the lowest implied per share price of Sprint’s common stock to the highest implied per share price of T-Mobile’s common stock and the ratio of the highest implied per share price of Sprint’s common stock to the lowest implied per share price of T-Mobile’s common stock to derive an implied exchange ratio range of 0.06335x to 0.12153x. Centerview then compared this implied exchange ratio to the exchange ratio pursuant to the business combination agreement.

Selected Precedent Transaction Analysis

Centerview performed a selected precedent transactions analysis in which Centerview reviewed publicly available financial terms of the following selected transactions in the wireless communications industry since 2008 (excluding divestitures and spectrum-only deals, in which a U.S. based target was acquired in a transaction valued greater than $1 billion) that Centerview in its professional judgment deemed relevant to consider in relation to Sprint, T-Mobile and the merger transactions.

The selected transactions were:


Announcement Date	Acquirer	Target	EV / LTM Adj. EBITDA
June 2008	Verizon Wireless	Alltel Corporation⁽¹⁾	8.9x
June 2013	SoftBank Corp.	Sprint Nextel Corporation	8.1x⁽²⁾
July 2013	AT&T Inc.	Leap Wireless International, Inc.	7.8x / 7.5x⁽³⁾
November 2008	AT&T Inc.	Centennial Communications Corp.	7.2x
March 2011	AT&T Inc.	T-Mobile USA, Inc.⁽⁴⁾	7.1x
April 2013	T-Mobile USA, Inc.	MetroPCS Communications, Inc.	5.5x⁽⁵⁾ / 4.5x⁽⁶⁾
September 2013	Verizon Communications Inc.	Vodafone Group Plc’s stake in Cellco Partnership, Inc.⁽⁷⁾	9.4x

(1)	Transaction announced prior to the 2008—2009 financial crisis.

(2)	Excludes the impact of Sprint’s acquisition of Clearwire Corporation.

(3)	Reflects adjustment for anticipated sale of Leap Wireless International, Inc.’s Chicago 700MHz A-block spectrum with proceeds accruing to the selling stockholders. Chicago 700MHz A-block spectrum had recently been purchased by Leap for $204 million.

(4)	Transaction terminated.

(5)	Structured as a reverse merger and recapitalization with T-Mobile. Includes $1.5 billion cash reserved for spectrum purchase.

(6)	Excludes $1.5 billion cash reserved for spectrum purchase.

(7)	Non-control transaction.

No company or transaction used in this analysis is identical or directly comparable to Sprint (as it existed at the time of Centerview’s analysis), T-Mobile or the merger transactions. The companies included in the selected transactions listed above were selected, among other reasons, because they have certain characteristics that, for the purposes of this analysis, may be considered similar to certain characteristics of Sprint and T-Mobile. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Sprint, T-Mobile and the companies included in the selected transaction analysis. Accordingly, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected transactions analysis. This analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the selected target companies, Sprint and T-Mobile.

Financial data for the selected transactions was based on publicly available information at the time of the announcement of the relevant transactions that Centerview obtained from SEC filings, the S&P Capital IQ, FactSet and Wall Street research.

Centerview calculated, for each selected transaction set forth above, among other things, the enterprise value implied for the applicable target company based on the consideration payable in the applicable selected transaction as a multiple of the target company’s adjusted EBITDA for the latest 12-month period for which financial information had been made public (which we refer to in this section entitled “ —Opinion of Centerview to the Sprint Independent Committee” as “LTM adjusted EBITDA”), at the time of the transaction announcement, except where such information was not available.

Based on the foregoing analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, for purposes of its analysis Centerview selected an enterprise value to LTM adjusted EBITDA multiple reference range of 7.0x to 8.0x for each of Sprint and T-Mobile. Using this reference range and Sprint’s LTM adjusted EBITDA of approximately $7.3 billion, Centerview calculated a range of implied values per share of Sprint’s common stock of $4.55 to $6.30. Using this reference range and T-Mobile’s LTM adjusted EBITDA of approximately $10.3 billion, Centerview calculated a range of implied value per share of T-Mobile’s common stock of $47.95 to $59.85. Centerview then calculated the ratio of the lowest implied per share price of Sprint’s common stock to the highest implied per share price of T-Mobile’s common stock and the ratio of the highest implied per share price of Sprint’s common stock to the lowest implied per share price of T-Mobile’s common stock to derive an implied exchange ratio range of 0.07602x to 0.13139x. Centerview then compared this implied exchange ratio range to the exchange ratio pursuant to the business combination agreement.

Discounted Cash Flows Analysis

Centerview performed a discounted cash flow analysis of Sprint based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts and of T-Mobile based on the T-Mobile management T-Mobile forecasts for the calendar years ending December 31, 2018 through December 31, 2022. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing these analyses, Centerview calculated the estimated present value of the standalone unlevered after-tax free cash flows that Sprint and T-Mobile were each forecasted to generate during the last nine months of the calendar year ending December 31, 2018 through the calendar year ending December 31, 2022. Standalone unlevered after-tax free cash flow for Sprint represents adjusted EBITDA (which reflected stock-based compensation and handset depreciation as expenses) less cash taxes, plus handset depreciation, less handset capital expenditures, less network capital expenditures, less change in net working capital, less restructuring costs and certain adjustments related to the effect of decommissioning, pension and installment billings. Standalone unlevered after-tax free cash flow for T-Mobile represents adjusted EBITDA (which reflected stock-based compensation and handset depreciation as expenses) less cash taxes, plus handset depreciation, less handset capital expenditures, less network capital expenditures, less change in net working capital and certain adjustments related to the effect of bad debt expense and other special factors.

Sprint

Centerview calculated the present value of Sprint’s tax assets based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts using a range of weighted average cost of capital. These calculations were then used in Centerview’s discounted cash flows analysis. The results of these calculations are summarized below:


		($ in billions)
	Sprint Management Sprint Forecasts	Adjusted Sprint Management Sprint Forecasts
Weighted Average Cost of Capital	Present Value of Tax Assets
7.25%	$5.2	$5.2
7.75%	$5.1	$5.1
8.25%	$5.0	$4.9

Financial data of Sprint was based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts. The terminal value of Sprint at the end of the forecast period was estimated by using perpetuity growth rates ranging from (1) 1.0% to 2.0% based on the Sprint management Sprint forecasts and (2) 0.75% to 1.75% based on the adjusted Sprint management Sprint forecasts. The unlevered free cash flows and terminal values were then discounted to present value using discount rates ranging from 7.25% to 8.25%. This range of discount rates was determined based on Centerview’s analysis of Sprint’s weighted average cost of capital and utilized mid-year convention. Based on its analysis, Centerview calculated a range of implied values per share of Sprint’s common stock, rounded to the nearest $0.05, of (a) $8.00 to $13.55 based on the Sprint management Sprint forecasts and (b) $3.35 to $7.15 based on the adjusted Sprint management Sprint forecasts.

T-Mobile

Centerview calculated the present value of T-Mobile’s tax assets based on the T-Mobile management T-Mobile forecasts using a range of weighted average cost of capital. These calculations were then used in Centerview’s discounted cash flows analysis. The results of these calculations are summarized below:


		($ in billions)
Weighted Average Cost of Capital		Present Value of Tax Assets
6.50%		$1.6
7.00%		$1.6
7.50%		$1.6

Financial data of T-Mobile was based on the T-Mobile management T-Mobile forecasts for the calendar years ending December 31, 2018 through December 31, 2022. The terminal value of T-Mobile at the end of the forecast period was estimated by using perpetuity growth rates ranging from 1.0% to 2.0%. The unlevered free cash flows and terminal values were then discounted to present value using discount rates ranging from 6.50% to 7.50%. This range of discount rates was determined based on Centerview’s analysis of T-Mobile’s weighted average cost of capital and utilized mid-year convention. Based on its analysis, Centerview calculated a range of implied values per share of T-Mobile’s common stock, rounded to the nearest $0.05, of $56.65 to $93.05.

Centerview then calculated the ratio of the highest implied price per share of Sprint’s common stock for each of the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts to the lowest implied price per share of T-Mobile’s common stock and the ratio of the lowest implied price per share of Sprint’s common stock for each of the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts to the highest implied price per share of T-Mobile’s common stock to derive an implied exchange ratio range of (1) 0.08598x to 0.23919x based on the Sprint management Sprint forecasts and the T-Mobile management T-Mobile forecasts and (2) 0.03600x to 0.12621x based on the adjusted Sprint management Sprint forecasts and the T-Mobile management T-Mobile forecasts. Centerview then compared these implied exchange ratio ranges to the exchange ratio pursuant to the business combination agreement.

Illustrative Contribution Analysis

Centerview performed an illustrative relative contribution analysis of Sprint and T-Mobile in which Centerview reviewed the implied exchange ratio calculated based on relative contributions of Sprint and T-Mobile to the pro forma combined company’s estimated adjusted EBITDA, assuming no synergies, based on the Sprint management Sprint forecasts, adjusted Sprint management Sprint forecasts and the T-Mobile management T-Mobile forecasts. In performing this analysis, Centerview calculated (1) the implied ownership split and (2) the implied exchange ratio, in each case adjusted for Sprint’s and T-Mobile’s respective capital structures and based on Sprint’s and T-Mobile’s adjusted EBITDA for the calendar year 2017 and estimated adjusted EBITDA for the calendar years 2018 and 2019.

To derive the relative contributions based on the pro forma combined company’s adjusted EBITDA, Centerview derived an implied combined company enterprise value for Sprint and T-Mobile reflecting the sum of (1) Sprint market-implied enterprise value as of April 9, 2018 and (2) T-Mobile market-implied enterprise value as of April 9, 2018. Centerview then derived implied equity values of Sprint and T-Mobile after (a) multiplying the implied combined company enterprise value by the Sprint and T-Mobile percentage contribution of adjusted EBITDA and (b) giving effect to the merger transactions by deducting from the implied Sprint enterprise value Sprint’s net debt and non-controlling interest as of March 31, 2018 and deducting from the implied T-Mobile enterprise value T-Mobile’s net debt as of March 31, 2018. Centerview then calculated the implied Sprint ownership and exchange ratios based on the implied equity values of Sprint and T-Mobile.

The results of this analysis are summarized below:


	Implied Ownership Split	Implied Exchange Ratio
2017	34.1% / 65.9%		0.10963x
2018
Sprint Management Sprint Forecasts & Adjusted Sprint Management Sprint Forecasts	31.1% / 68.9%		0.09590x
2019
Sprint Management Sprint Forecasts	36.9% / 63.1%		0.12378x
Adjusted Sprint Management Sprint Forecasts	33.7% / 66.3%		0.10744x

Centerview then compared these implied exchange ratios to the exchange ratio pursuant to the business combination agreement.

Other Factors

Centerview noted for the Sprint independent committee certain additional factors solely for informational purposes, including, among other things, the following:

•

Historical Stock Price Trading Analysis. Centerview reviewed historical closing prices for shares of Sprint’s common stock and shares of T-Mobile’s common stock for the 52-week period ended April 9, 2018, which reflected low and high implied exchange ratios of 0.06983x to 0.16886x on a per trading day basis. Centerview then compared this implied exchange ratio range to the exchange ratio pursuant to the business combination agreement.

•

Analyst Price Targets Analysis. Centerview reviewed stock price targets for shares of Sprint’s common stock in Wall Street research analyst reports publicly available as of April 27, 2018, which indicated the latest available low and high stock price targets for shares of Sprint’s common stock ranging from $4.50 to $7.00 per share, excluding outliers and brokers with price targets that explicitly reflect the impact of speculation of a transaction with T-Mobile. Centerview also reviewed stock price targets for

shares of T-Mobile’s common stock in Wall Street research analyst reports publicly available as of April 27, 2018, which indicated the latest available low and high stock price targets for shares of T-Mobile’s common stock ranging from $65.00 to $82.00 per share, excluding outliers. Centerview then calculated the ratio of such low stock price target for shares of Sprint’s common stock to such high stock price target for shares of T-Mobile’s common stock and the ratio of such high stock price target for shares of Sprint’s common stock to such low stock price target for shares of T-Mobile’s common stock to derive an implied exchange ratio range of 0.05488x to 0.10769x. Centerview then compared this implied exchange ratio range to the exchange ratio pursuant to the business combination agreement.

•

“Has/Gets” Analysis. Centerview calculated implied per share equity values of the pro forma combined company allocable to holders of Sprint’s common stock on a pro forma basis based on the exchange ratio pursuant to the business combination agreement and an ownership percentage of Sprint stockholders in the pro forma combined company of 33%. In performing this analysis, Centerview added to the $5.14 closing price per share of Sprint’s common stock on April 9, 2018, the day prior to press reports of negotiations between Sprint and T-Mobile, the following: (1) $0.68 per share, representing the premium per share of Sprint’s common stock implied by the premium of the exchange ratio pursuant to the business combination agreement to the exchange ratio implied by the closing prices per share of Sprint’s common stock and T-Mobile’s common stock on April 9, 2018 and (2) $3.66 per share, representing the portion of the estimated synergies, capitalized based on an illustrative, blended enterprise value to estimated 2018 calendar year adjusted EBITDA multiple of 7.4x, that would be allocable to holders of Sprint’s common stock per share. Centerview then subtracted from the result of the foregoing calculation, $1.33, representing the portion of the cost to achieve the estimated synergies, capitalized based on an illustrative, blended enterprise value to estimated 2018 calendar year adjusted EBITDA multiple of 7.4x, together with an illustrative $2 billion of transaction expenses, in each case that would be allocable to holders of Sprint’s common stock. The foregoing calculations resulted in an illustrative value attributable to each share of Sprint’s common stock of $8.14. Financial data for this analysis was based on the Sprint management Sprint forecasts, the adjusted Sprint management Sprint forecasts, the T-Mobile management T-Mobile forecasts, the estimated synergies and costs to achieve such synergies as estimated by Sprint and T-Mobile and FactSet as of April 9, 2018. Actual results achieved by Sprint, T-Mobile and the pro forma combined company may vary from forecasted results and such variations may be material.

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Sprint independent committee in its evaluation of the merger transactions. Consequently, the analyses described above should not be viewed as determinative of the views of the Sprint independent committee or management of Sprint with respect to the exchange ratio or as to whether the Sprint independent committee would have been willing to determine that a different exchange ratio or consideration was fair. The exchange ratio for the merger was determined through arm’s-length negotiations between Sprint and T-Mobile and was approved by the Sprint board of directors. Centerview provided advice to the Sprint independent committee during these negotiations. Centerview did not, however recommend any specific amount of consideration or a specific exchange ratio to Sprint or the Sprint independent committee or that any specific amount of consideration constituted the only appropriate consideration for the merger transactions.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for Centerview’s engagement by the Sprint independent committee in connection with the merger transactions, Centerview was not engaged to provide financial advisory or other services to Sprint, and Centerview did not receive any compensation from Sprint during such period. In the two years prior to the date of its written opinion, Centerview was not engaged to provide financial advisory or other services to T-Mobile, the Deutsche Telekom Parties, the SoftBank Parties, Merger Company or Merger Sub, and Centerview did not receive any compensation from T-Mobile, the Deutsche Telekom Parties, the SoftBank Parties, Merger Company or Merger Sub during such period. Centerview may provide investment banking and other services to or with respect to Sprint, T-Mobile, the Deutsche Telekom Parties or the SoftBank Parties or their respective affiliates in the future, for which Centerview may receive compensation. Certain (1) of Centerview and its affiliates’ directors, officers, members and employees, or family members of such persons, (2) of Centerview’s affiliates or related investment funds and (3) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Sprint, T-Mobile, the Deutsche Telekom Parties, the SoftBank Parties or any of their respective affiliates, or any other party that may be involved in the merger transactions.

The Sprint independent committee selected Centerview as its financial advisor in connection with the merger transactions because Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger transactions.

In connection with Centerview’s services as the financial advisor to the Sprint independent committee, Sprint has agreed to pay Centerview an aggregate fee of $16 million, of which $11 million was payable upon the execution of the business combination agreement and $5 million is payable contingent upon the completion of the merger transactions. In addition, Sprint has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

T-Mobile Unaudited Prospective Financial Information

T-Mobile does not publicly disclose long-term projections as to future performance, revenues, earnings or other results, with the exception of a three-year compound annual growth rate for free cash flow, due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates. As a result, T-Mobile does not endorse the unaudited prospective financial information or estimated synergies as a reliable indication of future results. T-Mobile has prepared this prospective financial information on a different basis than the selected unaudited pro forma condensed consolidated financial information included in this joint consent solicitation statement/prospectus and is including certain unaudited prospective financial information and the run-rate of certain unaudited estimated operating synergies (which we refer to as the “estimated synergies”) in this joint consent solicitation statement/prospectus solely because they were among the financial information made available to the T-Mobile board of directors, T-Mobile’s financial advisors, Sprint and/or Sprint’s financial advisors in connection with their respective evaluations of the merger transactions and the other transactions contemplated by the business combination agreement. The estimated synergies were projected by T-Mobile’s management based in part on inputs from and discussions with Sprint management to result from the merger and be realized by the combined company on a run-rate basis by the end of the fiscal year ended December 31, 2026, assuming that the closing occurs by December 31, 2018. The combined company forecasts (as defined below) were prepared by T-Mobile’s management based in part on inputs from and discussions with Sprint management. The unaudited prospective financial information and the estimated synergies are not being included in this joint consent solicitation statement/prospectus in order to influence any T-Mobile stockholder or Sprint stockholder to make an investment decision with respect to the merger transactions or to influence any T-Mobile stockholder or Sprint stockholder as to whether or how such stockholder should deliver a written consent or act with respect to the T-Mobile proposals, the Sprint proposals, the merger transactions or the other transactions contemplated by the business combination agreement or any other matter. The unaudited prospective financial information and the

estimated synergies presented below were prepared by T-Mobile’s management (in the case of the combined company forecasts and the estimated synergies, based in part on inputs from and discussions with Sprint management) for internal planning purposes prior to and during April 2018. The unaudited prospective financial information and the estimated synergies were based solely upon information available to T-Mobile’s management at the time of their preparation. The unaudited prospective financial information and the estimated synergies were based on estimates and assumptions made by T-Mobile’s management (in the case of the combined company forecasts and the estimated synergies, based in part on inputs from and discussions with Sprint management) prior to and during April 2018 and speak only as of that time. The estimated synergies assumed that the merger would be completed and that the expected benefits of the merger would be realized, including that no restrictions, terms or other conditions would be imposed in connection with the receipt of any necessary governmental, regulatory or other approvals or consents in connection with the completion of the merger, including any divestitures or other actions contemplated by the business combination agreement. T-Mobile has not updated the unaudited prospective financial information included in this joint consent solicitation statement/prospectus and does not intend to do so.

The inclusion of the unaudited prospective financial information and the estimated synergies in this joint consent solicitation statement/prospectus should not be regarded as an indication that any of T-Mobile, Sprint, Deutsche Telekom, SoftBank, any of their respective affiliates, any of their respective financial advisors or any other person considered, or now considers, this information to be necessarily predictive of actual future results or events, and it should not be relied upon as such. There can be no assurance that the prospective results or synergies will be realized or that actual results or synergies will not be significantly higher or lower than estimated.

Because the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. T-Mobile stockholders and Sprint stockholders are urged to review the SEC filings of T-Mobile incorporated by reference into this joint consent solicitation statement/prospectus for a description of risk factors with respect to the business of T-Mobile. See “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information.” The unaudited prospective financial information of T-Mobile and the combined company was not prepared with a view toward public disclosure, and the unaudited prospective financial information and the estimated synergies were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The unaudited prospective financial information was prepared by T-Mobile’s management (in the case of the combined company forecasts and the estimated synergies, based in part on inputs from and discussions with Sprint 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. Furthermore, the unaudited prospective financial information does not necessarily reflect T-Mobile’s current estimates and does not take into account any circumstances or events occurring after the date it was prepared, and some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since such date. In particular, the unaudited prospective financial information set forth below does not give effect to the merger transactions (except in the case of the combined company forecasts and estimated synergies), nor does it take into account the effect of any failure of the merger transactions to occur, and should not be viewed as accurate in those contexts.

Summary of Centerview Financial Analysis

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