United States securities and exchange commission logo





                             June 8, 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
                                                            Form 10-Q for the
Quarter Ended March 31, 2023
                                                            Filed April 27,
2023
                                                            File No. 001-33409

       Dear Peter Osvaldik:

               We have reviewed your May 9, 2023 response to our comment letter
and have the
       following comment. In our comment, we ask you to provide us with
information so we may
       better understand your disclosure.

              Please respond to this comment 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
       comment applies to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to this comment, we may have
additional
       comments. Unless we note otherwise, our reference to our prior comment
is to a comment in our
       April 11, 2023 letter.

       Form 10-Q for the Quarter Ended March 31, 2023

       Note 11 - Wireline
       Sale of the Wireline Business, page 10

   1.                                                   We note your response
to prior comment 3 regarding the liability for fees payable for the
                                                        IP Transit Services
Agreement. Please respond to the following:
                                                            In your response,
you state that through a competitive process for the sale of the
                                                            wireline business,
Cogent was the bidder that provided the best economics along with
                                                            a feasible path
forward, and that the terms with Cogent were more attractive to you in
                                                            comparison with the
proposals from other potential buyers. Please discuss the nature
                                                            and terms of the
other competitive bids relative to the bid from Cogent and why you
 Peter Osvaldik
T-Mobile US, Inc.
June 8, 2023
Page 2
              determined the bid from Cogent was most attractive. For example,
Cogent paid $1
              for the Wireline business, and then negotiated the IP Transit
Services Agreement for
              which you are obligated to pay $700 million over its term even
though you don   t
              expect to use the IP services. Explain whether the other bids
received resulted in you
              receiving larger amounts for the Wireline business and/or
resulted in you having to
              pay higher cash outflows related to any potential sale.
                Please provide your accounting analysis, with cites to the
authoritative accounting
              guidance you relied upon, as a basis for recording the obligation
for the IP Transit
              Services Agreement during the third quarter of 2022 even though
the agreement was
              not entered into until May 1, 2023.
                Tell us why the IP Transit Services Agreement was entered into
at closing of the
              Cogent transaction, instead of at the time of the September 6,
2022 Membership
              Interest Purchase Agreement.
                In your response, you state that you have not currently
identified a way to utilize the
              IP transit services in a meaningful way, but you will continue to
assess ways to use
              the services over the term of the IP Transit Services Agreement.
Tell us the
              accounting you would apply if you believe you were able to
utilize the IP transit
              services in a meaningful way, given that you have already
recorded a loss for the IP
              Transit Services Agreement.
                Tell us whether you evaluated if you may assign your rights
under the IP Transit
              Services Agreement to another party that may be able to use the
services, and thus
              monetize value under the agreement. To the extent that you are,
explain to us how
              you would account for the transaction.
                We note you entered into a Customer Subscriber Agreement with
Cogent on May 1,
              2023. Please tell us the material terms of this agreement,
including the term and the
              fees expected to be paid under this agreement, as well as whether
you expect to use
              the services you are entitled to under the agreement. As part of
your response, tell us
              how you are accounting for this agreement.

        You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions
regarding our
comment on the financial statements and related matters.



FirstName LastNamePeter Osvaldik                               Sincerely,
Comapany NameT-Mobile US, Inc.
                                                               Division of
Corporation Finance
June 8, 2023 Page 2                                            Office of
Technology
FirstName LastName