United States securities and exchange commission logo





                               April 11, 2023

       Peter Osvaldik
       Executive Vice President and Chief Financial Officer
       T-Mobile US, Inc.
       12920 SE 38th Street
       Bellevue , Washington 98006-1350

                                                        Re: T-Mobile US, Inc.
                                                            Form 10-K for the
Year Ended December 31, 2022
                                                            Filed February 14,
2023
                                                            File No. 001-33409

       Dear Peter Osvaldik:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2022

       Item 7. Management   s Discussion and Analysis of Financial Condition
and Results of
       Operations
       Liquidity and Capital Resources
       Free Cash Flow, page 44

   1.                                                   We note that your
calculation of free cash flow includes adjustments such as "proceeds
                                                        related to beneficial
interests in securitization transactions" and "cash payments for debt
                                                        prepayment or debt
extinguishment costs." Considering that your calculation falls beyond
                                                        the typical calculation
of cash flows from operating activities less capital expenditures,
                                                        please revise to
relabel this measure or revise its computation to more accurately reflect its
                                                        definition. Please
comply with this comment in future filings, including your Form 8-
                                                        K. Refer to Q&A 102.07
of the C&DI on Non-GAAP Financial Measures.
 Peter Osvaldik
T-Mobile US, Inc.
April 11, 2023
Page 2
Contractual Obligations, page 47

2.       Revise your contractual obligations table to include the payments
required under the
         Cogent IP transit services agreement or advise us.
Notes to the Consolidated Financial Statements
Note 16 - Wireline, page 101

3.       We note you recorded a liability for fees payable for IP transit
services "as we have not
         currently identified any path to utilize such services in our
continuing operations and have
         committed to execute the agreement as a closing condition for the
Wireline Transaction."
         Please disclose and explain to us:
             why you entered into the IP transit services agreement when you do
not intend to
             utilize IP transit services;
             if entering into an IP transit services agreement was a condition
required by Cogent
             in the purchase of the Wireline Business;
             the business purpose of making the payments required in this
agreement;
             how the amounts to be paid under the agreement were determined;
             if, in substance, the payments are for something other than
services you will never
             receive;
             the nature and amount of any unrecorded obligations, financial
commitments, or
             contingent liabilities that will be assumed by Cogent as part of
their purchase of the
             Wireline Business; and
             the extent your continuing operations have utilized IP transit
services similar to those
             covered under the IP transit services agreement during 2022 and
2021.


       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

        You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.



FirstName LastNamePeter Osvaldik                               Sincerely,
Comapany NameT-Mobile US, Inc.
                                                               Division of
Corporation Finance
April 11, 2023 Page 2                                          Office of
Technology
FirstName LastName