SecProbe.io

August 14 , 201 4

Via E-mail
Mr. J. Braxton Carter
Executive Vice President and
   Chief Financial Officer
T-Mobile US, Inc.
12920 SE 38th Street,
Bellevue, WA 98006

Re: T-Mobile US,  Inc.
Form 10 -K for Fiscal Year Ended December 31, 201 3
Filed February 25, 2014
Form 10 -Q for Fiscal Quarter Ended March 31, 2014
Filed May 1, 2014
File Number 001 -33409

Dear Mr. Carter :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.   Please comply with the following commen ts in
future filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter wi thin ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing  the information you provide in response to these comment s, we may
have additional comments.

Form 10 -K for Fiscal Year Ended December 31 , 2013

Note 1 – Summary of Significant Accounting Polices

Revenue Recognition, page 50

1. We note your description on page 49 of the JUMP! handset program that was launched in
July 2013.  Please tell us and disclose the following:

Mr. J. Braxton Carter
T-Mobile US, Inc.
August 1 4, 2014
Page 2

  Whether the JUMP! handset program represents a multiple -element arrangement
per ASC 605 -25-30.

 Are the trade -in right, the sale of the new handset and the monthly services three
separate deliverables and units of accounting?

 Is the customer required to sign a new service contract in conjunction with the
purchase of a handset, and how the pricing is determined for e ach?

 To upgrade the handset, is the customer required to a pay a specific amount or a
percentage of the Equipment Installment Plan ( EIP) receivable balance?

 How do your allocate the consideration received at the inception of the
arrangement to the units of accounting?

 Your accounting for increases in the guarantee liability as a result of changes in
facts or circumstances .

 How you determined the standalone value of your equipment sale

 How you determined appropriate to recognize equipment revenue at th e time of
sale.  How you concluded that receipt of the consideration is not contingent on
providing the service.

Form 10 -Q for Fiscal Quarter Ended March 31, 2014

Note 2 – Acquisitions and Other Transactions

Spectrum License Transactions, page 6

2. We note the transfer of AWS and PCS spectrum licenses to Verizon resulted in the
recognition of non -cash gains.  Tell us if the AWS and PCS spectrum transferred to
Verizon was acquired as part of the MetroPCS business combination, or the U.S. Cellular
or Deut sche Telekom transactions.  Also tell us if you believe the carry ing value of the
transferred spectrum approximated its fair value.

Factoring Arrangements, Variable Interest Entity and Continuing Involvement, pg. 7

3. Please tell us and disclose how you've det ermined the Company “lacks the power to
direct the activities that significantly impact the Factoring VIE’s economic performance.”
We note  T-Mobile has continuing involvement with the sold receivables  as it services the
receivables and is required to repurchase certain receivables.  We also note that T -Mobile
may be responsible  for absorbing additional  credit losses.  Please reference the ASC 8 10
subsections for variable interest entities (VIE’s) in your response.

Mr. J. Braxton Carter
T-Mobile US, Inc.
August 1 4, 2014
Page 3

 Factoring Arrangements, Sale of Receivables, page 7

4. Please provide us your detailed analysis in support  of your conclusion that the transfer of
receivables under the factoring arrangement qualify  as sales of financial assets , consistent
with the guidance of ASC 860 -10-40-5 and 40 -24.  F urther, please tell  us and disclose  the
accounting basis for classification of the deferred purchase price as  trading securiti es
carried at fair value in light of the transfer of the financial assets to a non -consolidated
entity.   Please reference in your  response the specific guidance that you are relying upon
as a basis for your accounting.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they h ave made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in respons e to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws  of the United States.

You may contact Robert Shapiro , Staff Accountant, at (202) 551 -3273 or Robert S.
Littlepage , Accountant  Branch Chief , at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Pleas e contact me at (202) 551 -3810
with any other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director