No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements
concerning T-Mobile, Sprint
and the
proposed transaction
between T-Mobile and
Sprint. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking
statements are generally identified by the words anticipate, believe, estimate, expect, intend, may, could or similar expressions. Such forward-looking statements
include, but are not limited to, statements about the benefits of the proposed transaction, including anticipated future financial and operating results, synergies, accretion and growth
rates, T-Mobiles, Sprints
and the combined companys plans, objectives, expectations and intentions, and the expected timing of completion of the proposed transaction. There are
several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the failure to obtain, or delays in obtaining, required
regulatory approvals, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction, or the failure to satisfy any of the other
conditions to the proposed transaction on a timely basis or at all; the occurrence of events that may give rise to a right of one or both of the parties to terminate the business combination agreement; adverse effects on the market price
of T-Mobiles or
Sprints common stock and
on T-Mobiles or
Sprints operating results because of a failure to complete the proposed
transaction in the anticipated timeframe or at all; inability to obtain the financing contemplated to be obtained in connection with the proposed transaction on the expected terms or timing or at all; the ability
of T-Mobile, Sprint
and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein; adverse changes in the
ratings
of T-Mobiles or
Sprints debt securities or adverse conditions in the credit markets; negative effects of the announcement, pendency or consummation of the transaction on the
market price
of T-Mobiles or
Sprints common stock and
on T-Mobiles or
Sprints operating results, including as a result of
changes in key customer, supplier, employee or other business relationships; significant transaction costs, including financing costs, and unknown liabilities; failure to realize the expected benefits and synergies of the proposed transaction in the
expected timeframes or at all; costs or difficulties related to the integration of Sprints network and operations
into T-Mobile; the
risk of litigation or regulatory actions; the inability
of T-Mobile, Sprint
or the combined company to retain and hire key personnel; the risk that certain contractual restrictions contained in the business combination agreement during the pendency of the
proposed transaction could adversely
affect T-Mobiles or
Sprints ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment in
which T-Mobile and
Sprint operate; changes in global, political, economic, business, competitive and market conditions; changes in tax and other laws and regulations; and other risks and uncertainties
detailed in the
Form S-4, as
well as
in T-Mobiles
Annual Report on
Form 10-K for
the fiscal year
ended December 31, 2017 and in its subsequent reports on
Form 10-Q, including
in the sections thereof captioned Risk Factors and Cautionary Statement Regarding Forward-Looking
Statements, as well as in its subsequent reports on
Form 8-K, all
of which are filed with the SEC and available at www.sec.gov
and www.t-mobile.com, and
in Sprints Annual Report on
Form 10-Kfor
the fiscal year ended March 31, 2018 and in its subsequent reports on
Form 10-Q, including
in the sections thereof captioned Risk Factors and MD&A Forward-Looking Statements, as well as in its subsequent reports on
Form 8-K, all
of which are filed with the SEC and available at www.sec.gov and www.sprint.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and
uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance
on such forward-looking
statements. T-Mobile and
Sprint assume no obligation to update or revise the information contained in this communication (whether as a result of new information, future events
or otherwise), except as required by applicable law.