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Response Letter

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

October 1, 2018

 Via EDGAR and Courier

 Larry Spirgel, Esq.

 Joshua Shainess, Esq.

Office of Telecommunications

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549

Re:
 T-Mobile US, Inc.

 Registration Statement on Form S-4

 Filed July 30, 2018

 File No. 333-226435

Dear Messrs. Spirgel and Shainess:

 On behalf
of our client, T-Mobile US, Inc. (“T-Mobile” or the “Company”), set forth below are the responses of the Company to the comments
of the Staff of the Division of Corporation Finance (the “Staff”) that were set forth in your letter dated August 24, 2018 regarding the Company’s registration statement on Form S-4
(the “Registration Statement”) filed with the U.S. Securities and Exchange Commission on July 30, 2018. In connection with this letter, the Company is today filing Amendment No. 1 to the Registration Statement
(“Amendment No. 1”) by EDGAR. We are separately furnishing to the Staff courtesy copies of Amendment No. 1 marked to show the changes made to the Registration Statement.

For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company. All page references in
the responses set forth below refer to pages of Amendment No. 1.

 Questions and Answers

What is the Proposed Transaction?, page 5

1.
 You state that neither T-Mobile nor Sprint on its own could generate
benefits to consumers such as the rapid launch of a broad and deep nationwide 5G network. However, we note that prior to the announcement of the proposed merger transaction, management of both companies have made statements to the effect that each
company would be a leader in 5G. For example, we note Mr. Claure’s assertion in your February 2018 earnings call that Sprint’s “strong spectrum assets” will enable “Sprint to be the leader in the true mobile 5G.”
Similarly, we note public statements made by Mr. Legere in December 2017 that “[T-Mobile”] will be the only ones on the fast-track toward a real, mobile nationwide 5G network in 2020 – and
have already started deploying 5G ready equipment...we’re leapfrogging the Duopoly like they’re standing still.”

 U.S. Securities and Exchange Commission

October 1, 2018

 Page 2

 Please reconcile these conflicting statements to clarify each company’s individual prospects for
rolling out 5G networks if the merger is not consummated.

 Response: In response to the Staff’s comment, we respectfully submit that the referenced statements
made by management of Sprint and T-Mobile are not in conflict. The basic premise underlying the network claims made by the parties regarding the benefits of the merger is that, although each of Sprint and T-Mobile will begin offering 5G service in the near future (as will Verizon and AT&T), neither standalone company would be able to offer 5G services comparable in performance to the merged company. This fact is
a fundamental driving rationale for the proposed merger transaction. Simply put, the combined company will be able to offer a better 5G network by utilizing the companies’ complementary network assets. The resulting network will allow the
combined company to be a much stronger competitor to AT&T, Verizon and other carriers than Sprint or T-Mobile would be on its own. However, regardless of whether the merger is consummated, each of Sprint
and T-Mobile will begin deploying its own 5G services in the near future. None of each company’s prior statements contradict this.

 Each of Sprint and T-Mobile will offer 5G services, and the areas that
they will cover with 5G will increase over time as more 5G equipment is deployed across their networks. However, the performance characteristics of the network that a combined Sprint/T-Mobile can offer will
exceed the performance of either carrier’s standalone 5G network. There are a number of reasons for this, including the greater density and coverage of the combined network. Another reason that the combined network will be superior is because
it will take advantage of both Sprint’s 2.5 GHz spectrum and T-Mobile’s 600 MHz spectrum for 5G. Sprint’s 2.5 GHz spectrum can provide great capacity, but it does not propagate nearly as far or
penetrate buildings nearly as well as 600 MHz spectrum. As a result, in a standalone situation, Sprint’s relative 5G strength will be significant capacity where it offers 5G service, but its geographic coverage will be more limited. In
contrast, T-Mobile’s relative strength will be very broad geographic coverage, but it will have more limited capacity. The combined network would have both broader geographic coverage and greater capacity
than either Sprint or T-Mobile could practicably offer on its own. Thus, the combined company will offer a robust, nationwide 5G network that greatly exceeds the coverage and performance capabilities that
Sprint or T-Mobile is individually capable of achieving.

 What T-Mobile Stockholder Approval is Required to Approve the Merger Transactions?, page 9

2.
 Explain the reasons why T-Mobile and Sprint are seeking stockholder
consents from all shareholders given that the execution and delivery of their respective controlling shareholders’ written consents are sufficient to approve the transaction.

 Response: T-Mobile and Sprint are soliciting stockholder
consents from all shareholders because, subsequent to the execution of the business combination agreement, SoftBank and Deutsche Telekom executed support agreements, pursuant to which they agreed to execute and deliver

 U.S. Securities and Exchange Commission

October 1, 2018

 Page 3

written consents in support of the business combination transactions following receipt of the definitive joint consent solicitation statement/prospectus that forms a part of the effective Registration Statement, and
because the parties desire to register the offer and sale of the T-Mobile common stock to the Sprint stockholders in the business combination.

 Pursuant to the guidance in Compliance and Disclosure Interpretation, Securities Act Sections, Interpretive
Responses Regarding Particular Situations, No. 239.13 (“C&DI No. 239.13”), an acquiring company may seek a commitment from principal security holders of a target company to vote in favor of a business
combination transaction, and the Staff has not objected to the registration of offers and sales of the acquiring company’s securities where:

•

 the agreement involves only executive officers, directors, affiliates, founders and their family members, and
holders of 5% or more of the voting equity securities of the company being acquired;

•

 the persons signing the lock-up agreements collectively own less than
100% of the voting equity of the target; and

•

 votes will be solicited from shareholders of the company being acquired who have not signed the agreements and
would be ineligible to purchase in a private offering.

 C&DI No. 239.13 further states that the Staff has objected to the registration on Form S-4 of the offer and sale of securities on Form S-4 if, prior to such registration, the persons who entered into such agreement also deliver written consents approving the
business combination transaction.

 In the merger transactions, the SoftBank parties that executed the support agreement are holders of more than
5%, but less than 100%, of the voting equity of Sprint, and consents are being solicited from all Sprint shareholders who have not signed such agreements and would be ineligible to purchase in a private offering. In addition, the SoftBank parties
that executed the support agreement are not delivering consents approving the business combination transactions until they receive the definitive joint consent solicitation statement/prospectus that forms a part of the effective Registration
Statement.

 Similarly, the Deutsche Telekom parties that executed the support agreement agreed to deliver consents
approving the business combination transactions only after they receive the definitive joint consent solicitation statement/prospectus that forms a part of the effective Registration Statement, and T-Mobile
and SoftBank agreed to solicit consents from all T-Mobile shareholders who have not signed a support agreement.

 U.S. Securities and Exchange Commission

October 1, 2018

 Page 4

Summary, page 15

3.
 Please include a chart showing the proposed ownership structure of the combined company following
consummation of the business combination.

 Response: In response to the Staff’s comment, the disclosure on page 19 of Amendment No. 1 has
been revised.

 Opinions of T-Mobile’s Financial Advisors, page 22

4.
 Clarify whether there were any specific reasons by either Sprint’s or
T-Mobile’s respective full boards in deciding to engage two financial advisors in connection with the merger transactions.

 Response: In response to the Staff’s comment, the disclosure on pages 68, 70 and 79 of Amendment
No. 1 has been revised.

5.
 We note your disclosure in the first paragraph on page 18 and 81 stating PJT Partners’ opinion was
“provided solely for the information and assistance of the T-Mobile board of directors.” Similarly, we note that the opinion letter submitted by Raine Securities LLC states that the opinion “is
provided for the confidential use of the Board of Directors only.” This disclosure suggests stockholders may not consider or rely on the information in these opinions. Please advise us, with a view towards revised disclosure, whether PJT
Partners and Raine Securities believe shareholders are free to consider and rely upon the respective opinions. Refer to http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm.

 Response: In response to the Staff’s comment related to the disclosure relating to PJT Partners,
the disclosure has been revised to delete the word “solely” on pages 22, 88 and 90 of Amendment No. 1. We note that the PJT Partners’ opinion, attached as Annex H to the Registration Statement, does not contain the term
“solely.” T-Mobile stockholders may consider, in their assessment of the recommendation of the T-Mobile board of directors that
T-Mobile stockholders vote to approve the T-Mobile charter amendments and the T-Mobile share issuance, that the T-Mobile board of directors took into account, among other factors, the receipt by the T-Mobile board of directors of the PJT Partners opinion; however, PJT Partners’
fairness opinion does not constitute a recommendation to any stockholder of T-Mobile or Sprint as to how any such stockholder should vote or act with respect to the merger transactions or any other matter.

 Additionally, in response to the Staff’s comment related to the disclosure by Raine, the words
“only” and “confidential” have been deleted from the sentence of the Raine consent letter referenced therein so that it reads: “[t]he Opinion Letter is provided for the confidential use of the Board of
Directors only in its evaluation of the transaction contemplated therein.” In addition, the following changes have been made to the following sentence in the Raine opinion letter, including the deletion of the words
“only” and “confidential”: “[t]his opinion letter is provided for the confidential use of Sprint only in its evaluation of the Merger and is not to be used by Sprint for any
other purpose or disclosed or otherwise

 U.S. Securities and Exchange Commission

October 1, 2018

 Page 5

referred to in any manner, without our prior written consent, except as provided in the engagement letter, dated April 25, 2018, by and between Sprint and Raine.” Sprint stockholders may consider, in their
assessment of the recommendation of the Sprint board of directors that Sprint stockholders vote to approve the adoption of the business combination agreement, that the Sprint board of directors took into account, among other factors, the receipt by
the Sprint board of directors of the Raine opinion; however, Raine’s fairness opinion does not constitute a recommendation to any stockholder of Sprint or T-Mobile as to how any such stockholder should
vote or act with respect to the merger transactions or any other matter.

 Regulatory Approvals Required for the Merger Transaction,
page 29

6.
 Provide a discussion and overview of the HSR Act merger review process. Address the possibility that the
transaction may be considered a “horizontal merger” and discuss how this could affect the outcome of the regulatory review process.

 Response: In response to the Staff’s comment, the disclosure on page 183 of Amendment No. 1
has been revised.

 Conditions to the Completion of the Merger Transactions, page 31

7.
 Your disclosure indicates that certain conditions to consummation of the merger agreement are waivable. Here
and on page 204, please clarify which conditions are waivable and not waivable. Consider doing so through the use of a chart.

 Response: In response to the Staff’s comment, the disclosure on pages 31 and 210 of Amendment
No. 1 has been revised.

 Certain U.S. Federal Income Tax Consequences of the Merger, page 35

8.
 We note that your header on page 30 refers to “certain” U.S. Federal Income Tax Consequences of
the Merger, and contains a cross reference to page 281 where the material consequences are addressed. Please remove the language on page 30 indicating that only “certain” tax consequences are discussed later in the prospectus. Refer to
Section III.C.1 of Staff Legal Bulletin 19.

 Response: In response to the Staff’s comment, the disclosure on page 35 of Amendment No. 1 has
been revised.

 The Merger Transactions, page 65

9.
 Disclose the purpose of the Holdco mergers in the context of the overall transaction structure. Explain why
the Holdco mergers might not occur. Additionally, address why the business combination is conditioned upon receipt of counsel’s tax opinion only in the event that the Holdco mergers are consummated.

 U.S. Securities and Exchange Commission

October 1, 2018

 Page 6

 Response: SoftBank UK, a wholly owned subsidiary of SoftBank, currently holds its investment in Sprint
through the SoftBank US HoldCos. SoftBank has advised T-Mobile that, for valid non-tax business and commercial reasons, SoftBank desires to own T-Mobile stock directly through SoftBank UK rather than the SoftBank US HoldCos, and to eliminate the SoftBank US HoldCos by way of forward mergers. T-Mobile and Deutsche
Telekom agreed to accommodate SoftBank’s request for the HoldCo mergers on the basis that (i) the consummation of the merger would not be conditioned on the occurrence of the HoldCo mergers, and
(ii) T-Mobile would be protected against adverse consequences arising from the HoldCo mergers. Accordingly, (i) the obligation of T-Mobile, Merger Sub, Merger
Company and the DT parties to consummate the HoldCo mergers is conditioned on the accuracy of the representations and warranties of the SoftBank Parties contained in Section 4.3 of the business combination agreement and on T-Mobile’s receipt of a tax opinion regarding the qualification of each of the HoldCo mergers as a “reorganization” for U.S. federal income tax purposes, and (ii) the business combination
agreement provides for indemnification of DT, T-Mobile and their respective affiliates for any and all liabilities of the US HoldCos and for any and all liabilities arising from the HoldCo mergers. In
addition, Section 1.1. of the business combination agreement provides that the HoldCo mergers will not be consummated (and that the agreement provisions relating thereto will not be given effect) in the event that either T-Mobile or Sprint is unable to obtain the tax opinion regarding the U.S. federal income tax treatment of the HoldCo mergers that is a condition to its obligation to consummate the HoldCo mergers. In such case,
provided all other closing conditions are either satisfied or waived, the transactions contemplated by the business combi