SecProbe.io

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.

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